ANZA CAPITAL INC (Form: 8-K, Received: 04/22/2003 17:00:26)

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): APRIL 11, 2003

ANZA CAPITAL, INC.
(Exact name of registrant as specified in its charter)

            NEVADA                   O-24512                  88-1273503
      (State or other               (Commission            (I.R.S. Employer
jurisdiction of incorporation)      File Number)            Identification
                                       No.)

3200 BRISTOL STREET, SUITE 700
COSTA MESA, CA 92626
(Address of principal executive offices) (zip code)

(714) 866-2100
(Registrant's telephone number, including area code)

(Former name or former address, if changed since last report.)

ITEM 1. CHANGES IN CONTROL OF REGISTRANT

Not applicable.

ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS

Not applicable.

ITEM 3. BANKRUPTCY OR RECEIVERSHIP

Not applicable.

ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT

Not applicable.

ITEM 5. OTHER EVENTS

At the 2003 Annual Meeting of Shareholders, held on April 11, 2003, the shareholders approved the following:

1. The election of Vincent Rinehart, Scott A. Presta, Kenneth Arevalo and L. Wade Svicarovich to the Board of Directors;

2. An amendment to the Articles of Incorporation of the Company to effectuate a one (1) for twenty (20) reverse stock split of the Company's issued and outstanding common stock;

3. An amendment to the Articles of Incorporation of the Company to increase the authorized preferred stock to 2,500,000 shares;

4. The adoption of Restated Articles of Incorporation for the purpose of consolidating previous amendments to the Company's Articles of Incorporation;

5. The Anza Capital, Inc. 2003 Omnibus Securities Plan;

6. The Second Restated Bylaws of Anza Capital, Inc.;

7. The ratification of the appointment of McKennon Wilson & Morgan LLP, Certified Public Accountants, as independent auditors of the Company for the fiscal year ending April 30, 2003;

8. The ratification of recent restructuring transactions involving preferred stockholders and debtholders;

9. The ratification of the Company's stock repurchase plan;

10. The ratification of the Company's acquisition strategy.

Details of each of the approved agenda items can be reviewed in the Company's 14C Information Statement on file with the SEC.

Included as exhibits to this Current Report on Form 8-K are the material documents and agreements executed in connection with the agenda items approved at the shareholders meeting.

ITEM 6. RESIGNATIONS OF DIRECTORS AND EXECUTIVE OFFICERS

Not applicable.

ITEM 7. FINANCIAL STATEMENTS

Not applicable.

ITEM 8. CHANGE IN FISCAL YEAR

Not applicable.

ITEM 9. REGULATION FD DISCLOSURE

The following Exhibits are filed as part of this report.

EXHIBITS

ITEM  NO.          DESCRIPTION
---------          -----------

3.1                Certificate of Amendment of Articles of Incorporation of Anza
                   Capital,  Inc.

3.2                Restated  Articles  of  Incorporation  of  Anza Capital, Inc.

3.3                Second  Restated  Bylaws  of  Anza  Capital,  Inc.

4.1                Anza  Capital,  Inc.  2003  Omnibus  Securities  Plan

4.2                Form  of  Incentive  Stock  Option  Agreement  relating  to
                   options  granted  under  the  Plan

4.3                Form  of  Non  Statutory Stock Option Agreement relating to
                   options  granted  under  the  Plan

4.4                Form  of  Common  Stock  Purchase  Agreement relating to
                   restricted  stock  granted  under  the  Plan

                                        3

4.5                Stock  Exchange  Agreement  dated  February  28,  2003  with
                   Keyway  Investments,  Ltd.

4.6                Warrant  Agreement  No.  1  with  Keyway  Investments,  Ltd.

4.7                Warrant  Agreement  No.  2  with  Keyway  Investments,  Ltd.

4.8                Warrant  Agreement  No.  3  with  Keyway  Investments,  Ltd.

4.9                Stock  Exchange  Agreement  dated  February  28,  2003  with
                   Cranshire  Capital,  L.P.

4.10               Warrant  Agreement  No.  1  with  Cranshire  Capital,  L.P.

4.11               Warrant  Agreement  No.  2  with  Cranshire  Capital,  L.P.

4.12               Warrant  Agreement  No.  3  with  Cranshire  Capital,  L.P.

4.13               Stock  Exchange  Agreement dated February 28, 2003 with EURAM
                   Cap  Strat.  "A"  Fund  Limited

4.14               Warrant  Agreement  No. 1 with  EURAM  Cap  Strat.  "A"  Fund
                   Limited

4.15               Warrant  Agreement  No. 2  with  EURAM  Cap  Strat.  "A" Fund
                   Limited

4.16               Warrant  Agreement  No.  3  with EURAM  Cap  Strat.  "A" Fund
                   Limited

4.17               Stock  Exchange  Agreement dated February 28, 2003  with  the
                   dotCom  Fund,  LLC

4.18               Warrant  Agreement  No.  1  with  the  dotCom  Fund,  LLC

4.19               Warrant  Agreement  No.  2  with  the  dotCom  Fund,  LLC

4.20               Warrant  Agreement  No.  3  with  the  dotCom  Fund,  LLC

4.21               Stock  Exchange  Agreement  dated  February  28,  2003  with
                   Barbara  Dunster

4.22               Stock  Exchange  Agreement dated February 28, 2003 with the
                   Staron  Family  Trust

                                        4

4.23               Debt  Exchange  Agreement  dated  February  28,  2003  with
                   Vincent  Rinehart

4.24               Certificate  of  Designation  for  Series  D  Convertible
                   Preferred  Stock

4.25               Certificate  of  Designation  for  Series  E Convertible
                   Preferred  Stock

4.26               Certificate  of  Designation  for  Series  F Convertible
                   Preferred  Stock

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated:  April  21,  2003                Anza  Capital,  Inc.,
                                        a  Nevada  corporation


                                                /s/ Vincent Rinehart
                                        ----------------------------------------

By: Vincent Rinehart Its: President and Chief Executive Officer

CERTIFICATE OF AMENDMENT
OF
ARTICLES OF INCORPORATION
OF
ANZA CAPITAL, INC.

(Pursuant to NRS 78.385 and 78.390 - after issuance of stock)

The undersigned being the President and Secretary of Anza Capital, Inc., a Nevada Corporation, hereby certifies that pursuant to Unanimous Written Consent of the Board of Directors of said Corporation on February 28, 2003 and approved by the shareholders at the annual meeting held on April 11, 2003, it was voted that this Certificate of Amendment of Articles of Incorporation authorizing a reverse stock split of the Corporation's stock at a ratio of 1-for-20, and increasing the authorized preferred stock, be filed. The effective date for this reverse stock split will be Tuesday, April 21, 2003.

The undersigned further certifies that ARTICLE V of the Articles of Incorporation, originally filed on August 18, 1988, and as amended, are amended to read as follows:

ARTICLE "V" is hereby amended to read as follows:

This Corporation is authorized to issue two classes of shares of stock to be designated as "Common Stock" and "Preferred Stock". The total number of shares of Common Stock which this Corporation is authorized to issue is One Hundred Million (100,000,000) shares, par value $0.001. The total number of shares of Preferred Stock which this Corporation is authorized to issue is Two Million Five Hundred Thousand (2,500,000) shares, par value $0.001.

Effective April 21, 2003, the issued and outstanding shares of common stock of Anza Capital, Inc. shall be subject to a 1-for-20 reverse stock split.

The shares of Preferred Stock may be issued from time to time in one or more series. The Board of Directors of the Corporation (the "Board of Directors") is expressly authorized to provide for the issue of all or any of the shares of the Preferred Stock in one or more series, and to fix the number of shares and to determine or alter for each such series, such voting powers, full or limited, or no voting powers, and such designations, preferences, and relative, participating, optional, or other rights and such qualifications, limitations, or restrictions thereof, as shall be stated and expressed in the resolution or resolutions adopted by the Board of Directors providing for the issue of such shares (a "Preferred Stock Designation") and as may be permitted by the General Corporation Law of the State of Nevada. The Board of Directors is also expressly authorized to increase or decrease (but not below the number of shares of such series then outstanding) the number of shares of any series subsequent to the issue of shares of that series. In case the number of shares of any such series shall be so decreased, the shares constituting such decrease shall resume the status that they had prior to the adoption of the resolution originally fixing the number of shares of such series."

The undersigned hereby certifies that he has on this 12th day of April, 2003 executed this Certificate amending the Articles of Incorporation heretofore filed with the Secretary of State of Nevada.

  /s/ Vincent Rinehart
-------------------------
Vincent  Rinehart,
President  and  Secretary

RESTATED

ARTICLES OF INCORPORATION

ANZA CAPITAL, INC.

The undersigned being the President and Secretary of Anza Capital, Inc., a Nevada Corporation, hereby certify that by unanimous written consent of the Board of Directors on February 28, 2003, and approved by the shareholders at the annual meeting held on April 11, 2003, it was voted that the Corporation would amend and restate its articles of incorporation in accordance with Nevada Revised Statutes 78.403, as follows:

ARTICLE I

This corporation is incorporated pursuant to the laws of the State of Nevada.

ARTICLE II

The name of this corporation is: ANZA CAPITAL, INC.

ARTICLE III

The duration of this Corporation shall be perpetual.

ARTICLE IV

The Corporation shall have unlimited power to engage in and do any lawful act concerning any or all lawful business for which corporations may be organized under the Nevada corporation codes.

ARTICLE V

of shares and to determine or alter for each such series, such voting powers, full or limited, or no voting powers, and such designations, preferences, and relative, participating, optional, or other rights and such qualifications, limitations, or restrictions thereof, as shall be stated and expressed in the resolution or resolutions adopted by the Board of Directors providing for the issue of such shares (a "Preferred Stock Designation") and as may be permitted by the General Corporation Law of the State of Nevada. The Board of Directors is also expressly authorized to increase or decrease (but not below the number of shares of such series then outstanding) the number of shares of any series subsequent to the issue of shares of that series. In case the number of shares of any such series shall be so decreased, the shares constituting such decrease shall resume the status that they had prior to the adoption of the resolution originally fixing the number of shares of such series.

ARTICLE VI

The Corporation will not commence business until consideration of the value of at least five Hundred Dollars ($500.00) has been received for the issuance of shares.

ARTICLE VII

Omitted.

ARTICLE VIII

The stock of this Corporation shall not be subject to any assessment to pay the debts of the Corporation

A. Number of Directors. The initial Board of Directors of the Corporation shall consist of five members who need not be shareholders of the Corporation, or residents of the State of Nevada.

B. Names of Initial Board. Ommitted.

C. Voting for Directors. Directors shall be elected by a vote of such majority of a quorum of shareholders present at any meeting held for such purpose. Cumulative voting shall not be allowed.

ARTICLE X

No contract or transaction between the Corporation and one or more of its directors or officers or shareholders, or between the Corporation and any other entity in which one or more of its officers, directors or shareholders or officers, directors or shareholders, shall be void or voidable solely for this reason, or solely because the officers, directors or shareholders or present at, or participate in the meeting of the Board of Directors, committee thereof, or shareholders which authorized the transaction. Interested officers, directors or shareholders may be counted for purposes of a quorum, and interested shareholders may vote on the question of approval of such contract or transaction, provided, however, that full disclosure of their interest is made prior to such vote to the other shareholders present at such meeting, or if by proxy, in a statement in writing delivered to such other shareholders not later than the date on which their proxy is requested for such meeting.

ARTICLE XI

In addition to the other powers now or hereafter conferred upon the Board of Directors by the Articles of Incorporation, by the By-Laws of the Corporation, or the laws of the State of Nevada, the Board of Directors may from time to time distribute to the shareholders in partial liquidation, out of the capital surplus of the Corporation, a portion of the corporate assts, in ash or in kind, and the Board of Directors may cause the Corporation to purchase, take, receive, or otherwise acquire its own shares out of the capital surplus of the Corporation; subject, however, to the limitations contained in the Nevada corporation codes.

ARTICLE XII

The right to make distributions to stockholders of assets or cash belonging to the Corporation in partial liquidation of the assets of the Corporation is hereby granted to the Board of Directors of the Corporation.

ARTICLE XIII

The right to sell or acquire stock or assets of this Corporation without stockholders' approval is hereby granted to the Board of Directors of the Corporation.

ARTICLE XIV

In addition to, and in no way limiting the powers or authority now or hereafter conferred upon the Corporation by the Articles of Incorporation, the By-Laws of the Corporation, or the laws of the State of Nevada, the Corporation shall possess, and may exercise all powers of indemnification of officers, directors, employees, agents, and other persons and all powers and authority incidental thereto (including without limitation of power and authority to advance expenses, and to purchase and maintain insurance with respect thereto), without regard to whether or not such powers and authority are specifically provided for by Nevada corporation codes. The Board of Directors of the Corporation is hereby authorized and empowered on behalf of the Corporation and without shareholder action, to exercise all of the Corporation's authority and powers of indemnification.

ARTICLE XV

The Corporation reserves the right to amend, alter, change, or repeal any provisions contained herein, or to add any provision to, its Articles of Incorporation, from time to time, and in any manner now or hereafter prescribed or permitted by Nevada corporation codes, and all rights and powers conferred upon directors and shareholders hereby are granted, subject to this reservation.

ARTICLE XVI

Omitted.

ARTICLE XVII

The initial By-Laws of the Corporation shall be adopted by the Board of Directors. The power to amend, alter, change, or repeal the By-Laws or adopt new By-Laws shall be vested in the Board of Directors of the Corporation.

ARTICLE XVIII

Omitted.

The number of shares of the corporation outstanding and entitled to vote on this Restated Articles of Incorporation is 99,347,900 shares of common stock; that the said change(s) and the Restated Articles of Incorporation have been consented to and approved by a majority of all the Stockholders of each class of stock outstanding and entitled to vote thereon. The changes set forth herein shall be effective upon the filing of these Restated Articles of Incorporation.

 /s/ Vincent Rinehart
--------------------------------
Vincent  Rinehart,
President  and  Secretary

Dated:  April  12,  2003

SECOND RESTATED

BYLAWS
OF
ANZA CAPITAL, INC.
a Nevada corporation

SECOND RESTATED
BYLAWS
OF
ANZA CAPITAL, INC.

                              a Nevada corporation
ARTICLE  I
OFFICES                                                                        1
     Section  1.       Principal  Office                                       1
     Section  2.       Other  Offices                                          1

ARTICLE II
DIRECTORS - MANAGEMENT 1
Section 1. Powers, Standard of Care 1
A. Powers 1
B. Standard of Care; Liability 1
C. Exception for Close Corporation 2
Section 2. Number and Qualification of Directors 2
Section 3. Election and Term of Office of Directors 2
Section 4. Vacancies 2
Section 5. Removal of Directors 3
Section 6. Place of Meetings 3
Section 7. Annual Meetings 4
Section 8. Other Regular Meetings 4
Section 9. Special Meetings/Notices 4
Section 10. Waiver of Notice 4
Section 11. Quorums 5
Section 12. Adjournment 5
Section 13. Notice of Adjournment 5
Section 14. Board of Directors Provided by Articles or Bylaws 5

     Section  15.    Directors  Action  by  Unanimous  Written  Consent        5
     Section  16.    Compensation  of  Directors                               5
     Section  17.    Committees                                                5
     Section  18.    Meetings  and  Action  of  Committees                     6
     Section  19.    Advisory  Directors                                       6

ARTICLE  III
OFFICERS                                                                       6
     Section  1.     Officers                                                  6
     Section  2.     Election  of  Officers                                    6
     Section  3.     Subordinate  Officers,  Etc.                              6
     Section  4.     Removal  and  Resignation  of  Officers                   7

Section 5. Vacancies 7
Section 6. Chairman of the Board 7
Section 7. President and Chief Executive Officer 7
Section 8. Secretary 7
Section 9. Chief Financial Officer or Treasurer. 8

ARTICLE IV
SHAREHOLDERS' MEETINGS 8
Section 1. Place of Meetings 8
Section 2. Annual Meeting 8
Section 3. Special Meetings 9
Section 4. Notice of Meetings - Reports 9
Section 5. Quorum 10
Section 6. Adjourned Meeting and Notice Thereof 10
Section 7. Waiver or Consent by Absent Shareholders 11
Section 8. Maintenance and Inspection of Bylaws 11
Section 9. Annual Report to Shareholders 12
Section 10. Financial Statements 12
Section 11. Annual Statement of General Information 13

ARTICLE IX
AMENDMENTS TO BYLAWS 13

     Section  1.     Amendment  by  Shareholders                              13
     Section  2.     Amendment  by  Directors                                 13
     Section  3.     Record  of  Amendments                                   13

ARTICLE  X
MISCELLANEOUS                                                                 13
     Section  1.     Shareholders'  Agreements                                13
     Section  2.     Effect  of  Shareholders'  Agreements                    13
     Section  3.     Subsidiary  Corporations                                 14
     Section  4.     Accounting  Year                                         14
     Section  5.     Form                                                     14

SECOND RESTATED
BYLAWS
OF
ANZA CAPITAL, INC.
A NEVADA CORPORATION

ARTICLE I
OFFICES

Section 1. Principal Office. The principal office for the transaction of business of the Corporation is hereby fixed and located at 3200 Bristol Street, Suite 700, Costa Mesa, California 92626. The location may be changed by the Board of Directors in their discretion, and additional offices may be established and maintained at such other place or places, either within or outside of Nevada, as the Board of Directors may from time to time designate.

Section 2. Other Offices. Branch or subordinate offices may at any time be established by the Board of Directors at any place or places where the Corporation is qualified to do business.

ARTICLE II
DIRECTORS - MANAGEMENT

Section 1. Powers, Standard of Care.

A. Powers: Subject to the provisions of the Nevada Corporations Code (hereinafter the "Act"), and subject to any limitations in the Articles of Incorporation of the Corporation relating to action required to be approved by the Shareholders, or by the outstanding shares, the business and affairs of the Corporation shall be managed and all corporate powers shall be exercised by or under the direction of the Board of Directors. The Board of Directors may delegate the management of the day-to-day operation of the business of the Corporation to a management company or other persons, provided that the business and affairs of the Corporation shall be managed, and all corporate powers shall be exercised, under the ultimate direction of the Board.

B. Standard of Care; Liability:

(i) Each Director shall exercise such powers and otherwise perform such duties, in good faith, in the matters such Director believes to be in the best interests of the Corporation, and with such care, including reasonable inquiry, using ordinary prudence, as a person in a like position would use under similar circumstances.

(ii) In performing the duties of a Director, a Director shall be entitled to rely on information, opinions, reports, or statements, including financial statements and other financial data, in which case prepared or presented by:

(a) One or more officers or employees of the Corporation whom the Director believes to be reliable and competent in the matters presented,

(b) Counsel, independent accountants or other persons as to which the Director believes to be within such person's professional or expert competence, or

(c) A Committee of the Board upon which the Director does not serve, as to matters within its designated authority, which committee the Director believes to merit confidence, so long as in any such case the Director acts in good faith, after reasonable inquiry when the need therefore is indicated by the circumstances and without knowledge that would cause such reliance to be unwarranted.

C. Exception for Close Corporation. Notwithstanding the provisions of Section 1 of this Article, in the event that the Corporation shall elect to become a close corporation, its Shareholders may enter into a Shareholders' Agreement. Said Agreement may provide for the exercise of corporate powers and the management of the business and affairs of the Corporation by the Shareholders; provided, however, such agreement shall, to the extent and so long as the discretion or powers of the Board of Directors in its management of corporate affairs is controlled by such agreement, impose upon each Shareholder who is a party hereof, liability for managerial acts performed or omitted by such person pursuant thereto otherwise imposed upon Directors; and the Directors shall be relieved to that extent from such liability.

Section 2. Number and Qualification of Directors. The authorized number of Directors of the Corporation shall be at least one (1) but not more than nine (9) until changed by a duly adopted amendment to the Articles of Incorporation or by an amendment to this Section 2 of Article II of these First Restated Bylaws adopted by the vote or written consent of Shareholders entitled to exercise majority voting power as provided in the Act.

Section 3. Election and Term of Office of Directors. Directors shall be elected at each annual meeting of the Shareholders to hold office until the next annual meeting. Each Director, including a Director elected to fill a vacancy, shall hold office until the expiration of the term for which elected and until a successor has been elected and qualified.

Section 4. Vacancies.

A. Vacancies on the Board of Directors may be filled by a majority of the remaining Directors, though less than a quorum, or by a sole remaining Director, except that a vacancy created by the removal of a Director by the vote or written consent of the Shareholders, or by a court order, may be filled only by the vote of a majority of the shares entitled to vote, represented at a duly held meeting at which a quorum is present, or by the written consent of holders of the majority of the outstanding shares entitled to vote. Each Director so elected shall hold office until the next annual meeting of the Shareholders and until a successor has been elected and qualified.

B. A vacancy or vacancies on the Board of Directors shall be deemed to exist in the event of the death, resignation or removal of any Director, or if the Board of Directors by resolution declares vacant the office of a Director who has been declared of unsound mind by an order of court or convicted of a felony.

C. The Shareholders may elect a Director or Directors at any time to fill any vacancy or vacancies not filled by the Directors, but any such election by written consent shall require the consent of a majority of the outstanding shares entitled to vote.

D. Any Director may resign, effective on giving written notice to the Chairman of the Board, the President, the Secretary, or the Board of Directors, unless the notice specifies a later time for that resignation to become effective. If the resignation of a Director is effective at a future time, the Board of Directors may, prior to the effective date of a Director's resignation, elect a successor to take office when the resignation becomes effective.

E. No reduction of the authorized number of Directors shall have the effect of removing any Director before that Director's term of office expires.

Section 5. Removal of Directors.

A. The entire Board of Directors, or any individual Director, may be removed from office as provided by the Act. In such case, the remaining members, if any, of the Board of Directors may elect a successor Director to fill such vacancy for the remaining unexpired term of the Director so removed.

B. No Director may be removed (unless the entire Board is removed) when the votes cast against removal or not consenting in writing to such removal would be sufficient to elect such Director if voted cumulatively at an election at which the same total number of votes were cast (or, if such action is taken by written consent, all shares entitled to vote, were voted) and the entire number of Directors authorized at the time of the Directors most recent election were then being elected; and when by the provisions of the Articles of Incorporation the holders of the shares of any class or series voting as a class or series are entitled to elect one or more Directors, any Director so elected may be removed only by the applicable vote of the holders of the shares of that class or series.

Section 6. Place of Meetings. Regular meetings of the Board of Directors shall be held at any place within or outside the state that has been designated from time to time by resolution of the Board. In the absence of such resolution, regular meetings shall be held at the principal executive office of the Corporation. Special meetings of the Board shall be held at any place within or outside the state that has been designated in the notice of the meeting, or, if not stated in the notice or there is no notice, at the principal executive office of the Corporation. Any meeting, regular or special, may be held by conference telephone or similar communication equipment, so long as all Directors participating in such meeting can hear one another, and all such Directors shall be deemed to have been present in person at such meeting.

Section 7. Annual Meetings. Immediately following each annual meeting of Shareholders, the Board of Directors shall hold a regular meeting for the purpose of organization, the election of officers and the transaction of other business. Notice of this meeting shall not be required. Minutes of any meeting of the Board, or any committee thereof, shall be maintained as required by the Act by the Secretary or other officer designated for that purpose.

Section 8. Other Regular Meetings.

A. Other regular meetings of the Board of Directors shall be held without call at such time as shall from time to time be fixed by the Board of Directors. Such regular meetings may be held without notice, provided the time and place of such meetings has been fixed by the Board of Directors, and further provided the notice of any change in the time of such meeting shall be given to all the Directors. Notice of a change in the determination of the time shall be given to each Director in the same manner as notice for such special meetings of the Board of Directors.

B. If said day falls upon a holiday, such meetings shall be held on the next succeeding day thereafter.

Section 9. Special Meetings/Notices.

A. Special meetings of the Board of Directors for any purpose or purposes may be called at any time by the Chairman of the Board or the President or any Vice President or the Secretary or any two Directors.

B. Notice of the time and place for special meetings shall be delivered personally or by telephone to each Director or sent by first class mail or telegram, charges prepaid, addressed to each Director at his or her address as it is shown in the records of the Corporation. In case such notice is mailed, it shall be deposited in the United States mail at least four days prior to the time of holding the meeting. In case such notice is delivered personally, or by telephone or telegram, it shall be delivered personally or be telephone or to the telegram company at least 48 hours prior to the time of the holding of the meeting. Any oral notice given personally or by telephone may be communicated to either the Director or to a person at the office of the Director who the person giving the notice has reason to believe will promptly communicate same to the Director. The notice need not specify the purpose of the meeting, nor the place, if the meeting is to be held at the principal executive office of the Corporation.

Section 10. Waiver of Notice.

A. The transactions of any meeting of the Board of Directors, however called, noticed, or wherever held, shall be as valid as though had at a meeting duly held after the regular call and notice if a quorum be present and if, either before or after the meeting, each of the Directors not present signs a written waiver of notice, a consent to holding the meeting or an approval of the minutes thereof. Waivers of notice or consent need not specify the purposes of the meeting. All such waivers, consents and approvals shall be filed with the corporate records or made part of the minutes of the meeting.

B. Notice of a meeting shall also be deemed given to any Director who attends the meeting without protesting, prior thereto or at its commencement, the lack of notice to such Director.

Section 11. Quorums. A majority of the authorized number of Directors shall constitute a quorum for the transaction of business, except to adjourn as provided in Section 12 of this Article II. Every act or decision done or made by a majority of the Directors present at a meeting duly held at which a quorum was present shall be regarded as the act of the Board of Directors, subject to the provisions of the Act. A meeting at which a quorum is initially present may continue to transact business notwithstanding the withdrawal of Directors, if any action taken is approved by at least a majority of the required quorum for that meeting.

Section 12. Adjournment. A majority of the Directors present, whether or not constituting a quorum, may adjourn any meeting to another time and place.

Section 13. Notice of Adjournment. Notice of the time and place of the holding of an adjourned meeting need not be given, unless the meeting is adjourned for more than 24 hours, in which case notice of such time and place shall be given prior to the time of the adjourned meeting to the Directors who were not present at the time of the adjournment.

Section 14. Board of Directors Provided by Articles or Bylaws. In the event only one Director is required by the Bylaws or the Articles of Incorporation, then any reference herein to notices, waivers, consents, meetings or other actions by a majority or quorum of the Board of Directors shall be deemed or referred as such notice, waiver, etc., by the sole Director, who shall have all rights and duties and shall be entitled to exercise all of the powers and shall assume all the responsibilities otherwise herein described, as given to the Board of Directors.

Section 15. Directors Action by Unanimous Written Consent. Any action required or permitted to be taken by the Board of Directors may be taken without a meeting and with the same force and effect as if taken by a unanimous vote of Directors, if authorized by a writing signed individually or collectively by all members of the Board of Directors. Such consent shall be filed with the regular minutes of the Board of Directors.

Section 16. Compensation of Directors. Directors, and members as such, shall not receive any stated salary for their services, but by resolution of the Board of Directors, a fixed sum and expense of attendance, if any, may be allowed for attendance at each regular and special meeting of the Board of Directors; provided, however, that nothing contained herein shall be construed to preclude any Director from serving the Corporation in any other capacity as an officer, employee or otherwise receiving compensation for such services.

Section 17. Committees. Committees of the Board of Directors may be appointed by resolution passed by a majority of the whole Board. Committees shall be composed of two or more members of the Board of Directors. The Board may designate one or more Directors as alternate members of any committee, who may replace any absent member at any meeting of the committee. Committees shall have such powers as those held by the Board of Directors as may be expressly delegated to it by resolution of the Board of Directors, except those powers expressly made non-delegable by the Act.

Section 18. Meetings and Action of Committees. Meetings and action of committees shall be governed by, and held and taken in accordance with, the provisions of Article II, Sections 6, 8, 9, 10, 11, 12, 13 and 15, with such changes in the context of those Sections as are necessary to substitute the committee and its members for the Board of Directors and its members, except that the time of the regular meetings of the committees may be determined by resolution of the Board of Directors as well as the committee, and special meetings of committees may also be given to all alternate members, who shall have the right to attend all meetings of the committee. The Board of Directors may adopt rules for the government of any committee not inconsistent with the provisions of these Bylaws.

Section 19. Advisory Directors. The Board of Directors from time to time may elect one or more persons to be Advisory Directors, who shall not by such appointment be members of the Board of Directors. Advisory Directors shall be available from time to time to perform special assignments specified by the President, to attend meetings of the Board of Directors upon invitation and to furnish consultation to the Board of Directors. The period during which the title shall be held may be prescribed by the Board of Directors. If no period is prescribed, the title shall be held at the pleasure of the Board of Directors.

ARTICLE III
OFFICERS

Section 1. Officers. The principal officers of the Corporation shall be a President, a Secretary, and a Chief Financial Officer who may also be called Treasurer. The Corporation may also have, at the discretion of the Board of Directors, a Chairman of the Board, one or more Assistant Secretaries, one or more Assistant Treasurers, and such other officers as may be appointed in accordance with the provisions of Section 3 of this Article III. Any number of offices may be held by the same person.

Section 2. Election of Officers. The principal officers of the Corporation, except such officers as may be appointed in accordance with the provisions of Section 3 or Section 5 of this Article III, shall be chosen by the Board of Directors, and each shall serve at the pleasure of the Board of Directors, subject to the rights, if any, of an officer under any contract of employment.

Section 3. Subordinate Officers, Etc. The Board of Directors may appoint such other officers as the business of the Corporation may require, each of whom shall hold office for such period, have such authority and perform such duties as are provided in the Bylaws or as the Board of Directors may from time to time determine.

Section 4. Removal and Resignation of Officers.

A. Subject to the rights, if any, of an officer under any contract of employment, any officer may be removed, either with or without cause, by a majority of the Directors at that time in office, at any regular or special meeting of the Board of Directors, or, except in the case of an officer chosen by the Board of Directors, by any officer upon whom such power of removal may be conferred by the Board of Directors.

B. Any officer may resign at any time by giving written notice to the Board of Directors. Any resignation shall take effect on the date of the receipt of that notice or at any later time specified in that notice; and, unless otherwise specified in that notice, the acceptance of the resignation shall not be necessary to make it effective. Any resignation is without prejudice to the rights, if any, of the Corporation under any contract to which the officer is a party.

Section 5. Vacancies. A vacancy in any office because of death, resignation, removal, disqualification or any other cause shall be filled in the manner prescribed in the Bylaws for regular appointments to that office.

Section 6. Chairman of the Board. The Chairman of the Board, if such an officer be elected, shall, if present, preside at the meetings of the Board of Directors and exercise and perform such other powers and duties as may, from time to time, be assigned by the Board of Directors or prescribed by the Bylaws. If there is no President, the Chairman of the Board shall, in addition, be the Chief Executive Officer of the Corporation and shall have the powers and duties prescribed in Section 7 of this Article III.

Section 7. President and Chief Executive Officer. Subject to such supervisory powers, if any, as may be given by the Board of Directors to the Chairman of the Board, if there is such an officer, the President along with the Chief Executive Officer of the Corporation shall, subject to the control of the Board of Directors, have general supervision, discretion and control of the business and officers of the Corporation. The President or the Chief Executive Officer shall preside at all meetings of the Shareholders and, in the absence of the Chairman of the Board, or if there be none, at all meetings of the Board of Directors. The President and Chief Executive Officer, jointly, shall have the general powers and duties of management usually vested in the office of President and Chief Executive Officer of a corporation, each shall be ex officio a member of all the standing committees, including the Executive Committee, if any, and shall have such other powers and duties as may be prescribed by the Board of Directors or the Bylaws.

Section 8. Secretary.

A. The Secretary shall keep, or cause to be kept, a book of minutes of all meetings of the Board of Directors and Shareholders at the principal office of the Corporation or such other place as the Board of Directors may order. The minutes shall include the time and place of holding the meeting, whether regular or special, and if a special meeting, how authorized, the notice thereof given, and the names of those present at Directors' and committee meetings, the number of shares present or represented at Shareholders' meetings and the proceedings thereof.

B. The Secretary shall keep, or cause to be kept, at the principal office of the Corporation or at the office of the Corporation's transfer agent, a share register, or duplicate share register, showing the names of the Shareholders and their addresses; the number and classes or shares held by each; the number and date of certificates issued for the same; and the number and date of cancellation of every certificate surrendered for cancellation.

C. The Secretary shall give, or cause to be given, notice of all the meetings of the Shareholders and of the Board of Directors required by the Bylaws or by law to be given. The Secretary shall keep the seal of the Corporation in safe custody, and shall have such other powers and perform such other duties as may be prescribed by the Board of Directors or by the Bylaws.

Section 9. Chief Financial Officer or Treasurer.

A. The Chief Financial Officer shall keep and maintain, or cause to be kept and maintained, in the manner the Chief Financial Officer deems appropriate in the best interest of the Corporation, adequate and correct accounts of the properties and business transactions of the Corporation, including accounts of its assets, liabilities, receipts, disbursements, gains, losses, capital, earnings (or surplus) and shares issued. The books of account shall, at all reasonable times, be open to inspection by any Director.

B. The Chief Financial Officer shall deposit all monies and other valuables in the name and to the credit of the Corporation with such depositaries as may be designated by the Board of Directors. The Chief Financial Officer shall disburse the funds of the Corporation as may be ordered by the Board of Directors, shall render to the President and Directors, whenever they request it, an account of all of the transactions of the Chief Financial Officer and of the financial condition of the Corporation, and shall have such other powers and perform such other duties as may be prescribed by the Board of Directors or the Bylaws.

ARTICLE IV
SHAREHOLDERS' MEETINGS

Section 1. Place of Meetings. Meetings of the Shareholders shall be held at any place within or outside the state of Nevada designated by the Board of Directors. In the absence of any such designation, Shareholders' meetings shall be held at the principal executive office of the Corporation.

Section 2. Annual Meeting.

A. The annual meeting of the Shareholders shall be held, each year, as follows:

Time of Meeting: 10:00 a.m. Date of Meeting: October 15

B. If this day shall be a legal holiday, then the meeting shall be held on the next succeeding business day, at the same time. At the annual meeting, the Shareholders shall elect a Board of Directors, consider reports of the affairs of the Corporation and transact such other business as may be properly brought before the meeting.

C. If the above date is inconvenient, the annual meeting of Share- holders shall be held each year on a date and at a time designated by the Board of Directors within ninety days of the above date upon proper notice to all Shareholders.

Section 3. Special Meetings.

A. Special meetings of the Shareholders for any purpose or purposes whatsoever, may be called at any time by the Board of Directors, the Chairman of the Board, the President, or by one or more Shareholders holding shares in the aggregate entitled to cast not less than 10% of the votes at any such meeting. Except as provided in paragraph B below of this Section 3, notice shall be given as for the annual meeting.

B. If a special meeting is called by any person or persons other than the Board of Directors, the request shall be in writing, specifying the time of such meeting and the general nature of the business proposed to be transacted, and shall be delivered personally or sent by registered mail or by telegraphic or other facsimile transmission to the Chairman of the Board, the President, or the Secretary of the Corporation. The officer receiving such request shall forthwith cause notice to be given to the Shareholders entitled to vote, in accordance with the provisions of Sections 4 and 5 of this Article IV, indicating that a meeting will be held at the time requested by the person or persons calling the meeting, not less than 35 nor more than 60 days after the receipt of the request. If the notice is not given within 20 days after receipt of the request, the person or persons requesting the meeting may give the notice in the manner provided in these Bylaws. Nothing contained in this paragraph of this Section shall be construed as limiting, fixing or affecting the time when a meeting of Shareholders called by action of the Board of Directors may be held.

Section 4. Notice of Meetings - Reports.

A. Notice of any Shareholders meetings, annual or special, shall be given in writing not less than 10 days nor more than 60 days before the date of the meeting to Shareholders entitled to vote thereat by the Secretary or the Assistant Secretary, or if there be no such officer, or in the case of said Secretary or Assistant Secretary's neglect or refusal, by any Director or Shareholder.

B. Such notices or any reports shall be given personally or by mail or other means of written communication as provided in the Act and shall be sent to the Shareholder's address appearing on the books of the Corporation, or supplied by the Shareholder to the Corporation for the purpose of notice, and in the absence thereof, as provided in the Act by posting notice at a place where the principal executive office of the Corporation is located or by publication at least once in a newspaper of general circulation in the county in which the principal executive office is located.

C. Notice of any meeting of Shareholders shall specify the place, the day and the hour of meeting, and (i) in case of a special meeting, the general nature of the business to be transacted and that no other business may be transacted, or (ii) in the case of an annual meeting, those matters which the Board of Directors, at the date of mailing of notice, intends to present for action by the Shareholders. At any meetings where Directors are elected, notice shall include the names of the nominees, if any, intended at the date of notice to be presented for election.

D. Notice shall be deemed given at the time it is delivered personally or deposited in the mail or sent by other means of written communication. The officer giving such notice or report shall prepare and file in the minute book of the Corporation an affidavit or declaration thereof.

E. If action is proposed to be taken at any meeting for approval of (i) contracts or transactions in which a Director has a direct or indirect financial interest, (ii) an amendment to the Articles of Incorporation, (iii) a reorganization of the Corporation, (iv) dissolution of the Corporation, or (v) a distribution to preferred Shareholders, the notice shall also state the general nature of such proposal.

Section 5. Quorum.

A. The holders of a majority of the shares entitled to vote at a Shareholders' meeting, present in person, or represented by proxy, shall constitute a quorum at all meetings of the Shareholders for the transaction of business except as otherwise provided by the Act or by these Bylaws.

B. The Shareholders present at a duly called or held meeting at which a quorum is present may continue to transact business until adjournment, notwithstanding the withdrawal of enough Shareholders to leave less than a quorum, if any action taken (other than adjournment) is approved by a majority of the shares required to constitute a quorum.

Section 6. Adjourned Meeting and Notice Thereof.

A. Any Shareholders' meeting, annual or special, whether or not a quorum is present, may be adjourned from time to time by the vote of the majority of the shares represented at such meeting, either in person or by proxy, but in the absence of a quorum, no other business may be transacted at such meeting.

B. When any meeting of Shareholders, either annual or special, is adjourned to another time or place, notice need not be given of the adjourned meeting if the time and place thereof are announced at a meeting at which the adjournment is taken, unless a new record date for the adjourned meeting is fixed, or unless the adjournment is for more than 45 days from the date set for the original meeting, in which case the Board of Directors shall set a new record date. Notice of any adjourned meeting shall be given to each Shareholder of record entitled to vote at the adjourned meeting in accordance with the provisions of Section 4 of this Article IV. At any adjourned meeting, the Corporation may transact any business which might have been transacted at the original meeting.

Section 7. Waiver or Consent by Absent Shareholders.

A. The transactions of any meeting of Shareholders, either annual or special, however called and noticed, shall be valid as though had at a meeting duly held after regular call and notice, if a quorum be present either in person or by proxy, and if, either before or after the meeting, each of the Shareholders entitled to vote, not present in person or by proxy, sign a written waiver of notice, or a consent to the holding of such meeting or an approval of the minutes thereof.

B. The waiver of notice or consent need not specify either the business to be transacted or the purpose of any regular or special meeting of Shareholders, except that if action is taken or proposed to be taken for approval of any of those matters specified in Section E of Section 4 of this Article IV, the waiver of notice or consent shall state the general nature of such proposal. All such waivers, consents or approvals shall be filed with the corporate records or made a part of the minutes of the meeting.

C. Attendance of a person at a meeting shall also constitute a waiver of notice of such meeting, except when the person objects, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened, and except that attendance at a meeting is not a waiver of any right to object to the consideration of matters not included in the notice. A Shareholder or Shareholders of the Corporation holding at least 5% in the aggregate of the outstanding voting shares of the Corporation may (i) inspect, and copy the records of Shareholders' names and addresses and shareholdings during usual business hours upon five days prior written demand upon the Corporation, and/or (ii) obtain from the transfer agent by paying such transfer agent's usual charges for such a list, a list of the Shareholders' names and addresses who are entitled to vote for the election of Directors, and their shareholdings, as of the most recent record date for which such list has been compiled or as of a date specified by the Shareholders subsequent to the day of demand. Such list shall be made available by the transfer agent on or before the later of five days after the demand is received or the date specified therein as the date as of which the list is to be compiled. The record of Shareholders shall also be open to inspection upon the written demand of any Shareholder or holder of a voting trust certificate, at any time during usual business hours, for a purpose reasonably related to such holder's interest as a Shareholder or as a holder of a voting trust certificate. Any inspection and copying under this Section may be made in person or by an agent or attorney of such Shareholder or holder of a voting trust certificate making such demand.

Section 8. Maintenance and Inspection of Bylaws. The Corporation shall keep at its principal executive office, or if not in this state, at its principal business office in this state, the original or a copy of the Bylaws amended to date, which shall be open to inspection by the Shareholders at all reasonable times during office hours. If the principal executive office of the Corporation is outside the state and the Corporation has no principal business office in this state, the Secretary shall, upon written request of any Shareholder, furnish to such Shareholder a copy of the Bylaws as amended to date.

Section 9. Annual Report to Shareholders.

A. Provided the Corporation has 100 Shareholders or less, the Annual Report to Shareholders referred to in the Act is expressly dispensed with, but nothing herein shall be interpreted as prohibiting the Board of Directors from issuing annual or other period reports to Shareholders of the Corporation as they deem appropriate.

B. Should the Corporation have 100 or more Shareholders, an Annual Report to Shareholders must be furnished not later than 120 days after the end of each fiscal period. The Annual Report to Shareholders shall be sent at least 15 days before the annual meeting of the Shareholders to be held during the next fiscal year and in the manner specified in Section 4 of Article V of these Bylaws for giving notice to Shareholders of the Corporation. The Annual Report to Shareholders shall contain a Balance Sheet as of the end of the fiscal year, an Income Statement, and a Statement of Cash Flows or similar financial statements as the Chief Financial Officer deems appropriate in the best interest of the Corporation, for the fiscal year, accompanied by any report of independent accountants or, if there is no such report, the certificate of an authorized officer of the Corporation that the statements were prepared without audit from the books and records of the Corporation.

Section 10. Financial Statements.

A. A copy of any annual financial statement and any Income Statement of the Corporation for each quarterly period of each fiscal year, and any accompanying Balance Sheet of the Corporation as of the end of each such period, that has been prepared by the Corporation shall be kept on file at the principal executive office of the Corporation for 12 months from the date of its execution, and each such statement shall be exhibited at all reasonable times to any Shareholder demanding an examination of such statement or a copy shall be made for any such Shareholder.

B. If a Shareholder or Shareholders holding at least 5% of the outstanding shares of any class of stock of the Corporation make a written request to the Corporation for an Income Statement of the Corporation for the three month, six month or nine month period of the then current fiscal year ended more than 30 days prior to the date of the request, and a Balance Sheet of the Corporation at the end of such period, the Chief Financial Officer shall cause such statement to be prepared, if not already prepared, and shall deliver personally or mail such statement or statements to the person making the request within 30 days after the receipt of such request. If the Corporation has not sent to the Shareholders its Annual Report for the last fiscal year, this report shall likewise be delivered or mailed to such Shareholder or Shareholders within 30 days after such request.

C. The Corporation also shall, upon the written request of any Shareholder, mail to the Shareholder a copy of the last annual, semi-annual or quarterly Income Statement which it has prepared and a Balance Sheet as of the end of such period. This quarterly Income Statement and Balance Sheet referred to in this Section shall be accompanied by the report thereon, if any, of any independent accountants engaged by the Corporation or the certificate of authorized officer of the Corporation such that financial statements were prepared without audit from the books and records of the Corporation.

Section 11. Annual Statement of General Information. The Corporation shall, in a timely manner, in each year, file with the Secretary of State of Nevada, on the prescribed form, the statement setting forth the authorized number of Directors, the names and complete business or residence addresses of all incumbent Directors, the names and complete business or residence addresses of the Chief Executive Officer, Secretary and Chief Financial Officer, the street address of its principal executive office or principal business office in this state and the general type of business constituting the principal business activity of the Corporation, together with a designation of the agent of the Corporation for the purpose of the service of process, all in compliance with the Act.

ARTICLE V
AMENDMENTS TO BYLAWS

Section 1. Amendment by Shareholders. New Bylaws may be adopted or these Bylaws may be amended or repealed by the vote or written consent of holders of a majority of the outstanding shares entitled to vote; provided, however, that if the Articles of Incorporation of the Corporation set forth the number of authorized Directors of the Corporation, the authorized number of Directors may be changed only by amendment to the Articles of Incorporation.

Section 2. Amendment by Directors. Subject to the rights of the Shareholders to adopt, amend or repeal the Bylaws, as provided in Section 1 of this Article V, and the limitations of the Act, the Board of Directors may adopt, amend or repeal any of these Bylaws other than an amendment to the Bylaws changing the authorized number of Directors.

Section 3. Record of Amendments. Whenever an amendment or new Bylaw is adopted, it shall be copied in the corporate book of Bylaws with the original Bylaws, in the appropriate place. If any Bylaw is repealed, the fact of repeal with the date of the meeting at which the repeal was enacted or written assent was filed shall be stated in the corporate book of Bylaws.

ARTICLE VI
MISCELLANEOUS

Section 1. Shareholders' Agreements. Notwithstanding anything con- tained in this Article VI to the contrary, in the event the Corporation elects to become a close corporation, an agreement between two or more Shareholders thereof, if in writing and signed by the parties thereto, may provide that in exercising any voting rights, the shares held by them shall be voted as provided therein or in the Act, and may otherwise modify the provisions contained in Article IV, herein as to Shareholders' meetings and actions.

Section 2. Effect of Shareholders' Agreements. Any Shareholders' Agreement authorized by the Act, shall only be effective to modify the terms of these Bylaws if the Corporation elects to become a close corporation with the appropriate filing of an amendment to its Articles of Incorporation as required by the Act and shall terminate when the Corporation ceases to be a close corporation. Any other provisions of the Act or these Bylaws may be altered or waived thereby, but to the extent they are not so altered or waived, these Bylaws shall be applicable.

Section 3. Subsidiary Corporations. Shares of the Corporation owned by a subsidiary shall not be entitled to vote on any matter.

Section 4. Accounting Year. The accounting year of the Corporation shall be fixed by resolution of the Board of Directors.

Section 5. Form. The corporate seal shall be circular in form, and

shall have inscribed thereon the name of the Corporation, the date of its incorporation, and the word "Nevada" to indicate the Corporation was incorporated pursuant to the laws of the State of Nevada.

CERTIFICATE OF SECRETARY

I, the undersigned, certify that:

1 I am the duly elected and acting secretary of Anza Capital, Inc., a Nevada corporation; and

2 The foregoing Bylaws, consisting of 14 pages, are the Bylaws of this Corporation as adopted by the Board of Directors in accordance with the Nevada Business Corporation Act and that such Bylaws have not been amended and are in full force and effect.

IN WITNESS WHEREOF, I have subscribed my name and affixed the seal of this Corporation on April 12, 2003.

 /s/ Vincent Rinehart
-----------------------------
Vincent  Rinehart,  Secretary

ANZA CAPITAL, INC.
2003 OMNIBUS SECURITIES PLAN

                                TABLE OF CONTENTS
                                -----------------
                                                                            Page
                                                                            ----
SECTION  1.  PURPOSE.                                                          1

SECTION  2.  DEFINITIONS.                                                      1
(a)     "Award"                                                                1
(b)     "Board  of  Directors"                                                 1
(c)     "Change  in  Control"                                                  1
(d)     "Code"                                                                 1
(e)     "Committee"                                                            1
(f)     "Common-Law  Employee"                                                 1
(g)     "Company"                                                              2
(h)     "Employee"                                                             2
(i)     "Exchange  Act"                                                        2
(j)     "Exercise  Price"                                                      2
(k)     "Fair  Market  Value"                                                  2
(l)     "Incentive  Stock  Option"  or  "ISO"                                  2
(m)     "Nonstatutory  Option"  or  "NSO"                                      2
(n)     "Offeree"                                                              2
(o)     "Option"                                                               3
(p)     "Optionee"                                                             3
(q)     "Outside  Director"                                                    3
(r)     "Participant"                                                          3
(s)     "Plan"                                                                 3
(t)     "Plan  Year"                                                           3
(u)     "Purchase  Price"                                                      3
(v)     "Restricted  Share"                                                    3
(w)     "Service"                                                              3
(x)     "Share"                                                                3
(y)     "Stock"                                                                3
(z)     "Stock  Award  Agreement"                                              3
(aa)    "Stock  Option  Agreement"                                             3
(bb)    "Stock  Purchase  Agreement"                                           3
(cc)    "Subsidiary"                                                           3
(dd)    "Total  and  Permanent  Disability"                                    3
(ee)    "W-2  Payroll"                                                         3

SECTION  3.  ADMINISTRATION.                                                   4
(a)     Committee  Membership                                                  4
(b)     Committee  Procedures                                                  4
(c)     Committee  Responsibilities                                            4
(d)     Committee  Liability                                                   4
(e)     Financial  Reports                                                     4

SECTION  4.  ELIGIBILITY.                                                      4
(a)     General  Rule                                                          4
(b)     Ten-Percent  Shareholders                                              4

(c)     Attribution  Rules                                                     5
(d)     Outstanding  Stock                                                     5

SECTION  5.  STOCK  SUBJECT  TO  PLAN.                                         5
(a)     Basic  Limitation                                                      5
(b)     Additional  Shares                                                     5

SECTION  6.  TERMS  AND  CONDITIONS  OF  AWARDS  OR  SALES.                    5
(a)     Stock  Purchase  Agreement                                             5
(b)     Duration  of  Offers                                                   6
(c)     Purchase  Price                                                        6
(d)     Payment  for  Shares                                                   6
(e)     Exercise  of  Awards  on  Termination  of  Service                     6

SECTION  7.  ADDITIONAL  TERMS  AND  CONDITIONS  OF  RESTRICTED                6
(a)     Form  and  Amount  of  Award                                           6
(b)     Exercisability                                                         7
(c)     Effect  of  Change  in  Control                                        7
(d)     Voting  Rights                                                         7

SECTION  8.  TERMS  AND  CONDITIONS  OF  OPTIONS.                              7
(a)     Stock  Option  Agreement                                               7
(b)     Number  of  Shares                                                     7
(c)     Exercise  Price                                                        7
(d)     Exercisability                                                         7
(e)     Effect  of  Change  in  Control                                        7
(f)     Term                                                                   8
(g)     Exercise  of  Options  on  Termination  of  Service                    8
(h)     Payment  of  Option  Shares                                            8
(i)     No  Rights  as  a  Shareholder                                         8
(j)     Modification,  Extension  and  Assumption  of  Options                 8

SECTION  9.  ADJUSTMENT  OF  SHARES.                                           9
(a)     General                                                                9
(b)     Reorganizations                                                        9
(c)     Reservation  of  Rights                                                9

SECTION  10.  WITHHOLDING  TAXES.                                              9
(a)     General                                                                9
(b)     Share  Withholding                                                     9
(c)     Cashless  Exercise/Pledge                                              9
(d)     Other  Forms  of  Payment                                              9

SECTION  11.  ASSIGNMENT  OR  TRANSFER  OF  AWARDS.                           10
(a)     General                                                               10
(b)     Trusts                                                                10

SECTION  12.  LEGAL  REQUIREMENTS.                                            10

SECTION  13.  NO  EMPLOYMENT  RIGHTS.                                         10

SECTION  14.  DURATION  AND  AMENDMENTS.                                      10
(a)     Term  of  the  Plan                                                   10
(b)     Right  to  Amend  or  Terminate  the  Plan                            10
(c)     Effect  of  Amendment  or  Termination                                11

                               ANZA CAPITAL, INC.
                               ------------------

2003 OMNIBUS SECURITES PLAN

SECTION 1. PURPOSE.

The purpose of the Anza Capital, Inc. 2003 Securities Plan (the "Plan") is to offer selected employees, directors and consultants an opportunity to acquire a proprietary interest in the success of the Company, or to increase such interest, to encourage such selected persons to remain in the employ of the Company, and to attract new employees with outstanding qualifications. The Plan seeks to achieve this purpose by providing for Awards in the form of Restricted Shares and Options (which may constitute Incentive Stock Options or Nonstatutory Stock Options) as well as the direct award or sale of Shares of the Company's Common Stock. Awards may be granted under this Plan in reliance upon federal and state securities law exemptions.

SECTION 2. DEFINITIONS.
(a) "Award" shall mean any award of an Option, Restricted Share or other right under the Plan.

(b) "Board of Directors" shall mean the Board of Directors of the Company, as constituted from time to time.

(i) The consummation of a merger, consolidation, sale of the Company's stock, or other reorganization of the Company (other than a reincorporation of the Company), if after giving effect to such merger, consolidation or other reorganization of the Company, the stockholders of the Company immediately prior to such merger, consolidation or other reorganization do not represent a majority interest of the holders of voting securities (on a fully diluted basis) with the ordinary voting power to elect directors of the surviving or resulting entity after such merger, consolidation or other reorganization; or

(ii) The sale of all or substantially all of the assets of the Company to a third party who is not an affiliate of the Company.

(iii) The term Change in Control shall not include: (a) a transaction the sole purpose of which is to change the state of the Company's incorporation, or (b) the Company's initial public offering.

(d) "Code" shall mean the Internal Revenue Code of 1986, as amended.

(e) "Committee" shall mean a committee of the Board of Directors which is authorized to administer the Plan under Section 3.

(f) "Common-Law Employee" shall mean an individual paid from W-2 Payroll of the Company or a Subsidiary. If, during any period, the Company (or Subsidiary, as applicable) has not treated an individual as a Common-Law Employee and, for that reason, has not paid such individual in a manner which results in the issuance of a Form W-2 and withheld taxes with respect to him or her, then that individual shall not be an eligible Employee for that period, even if any person, court of law or government agency determines, retroactively, that that individual is or was a Common-Law Employee during all or any portion of that period.

(g) "Company" shall mean Anza Capital, Inc., an Nevada corporation.

(h) "Employee" shall mean (i) any individual who is a Common-Law Employee of the Company or of a Subsidiary, (ii) a member of the Board of Directors, including (without limitation) an Outside Director, or an affiliate of a member of the Board of Directors, (iii) a member of the board of directors of a Subsidiary, or (iv) an independent contractor who performs services for the Company or a Subsidiary. Service as a member of the Board of Directors, a member of the board of directors of a Subsidiary or an independent contractor shall be considered employment for all purposes of the Plan except the second sentence of
Section 4(a).

(i) "Exchange Act" means the Securities and Exchange Act of 1934, as amended.

(j) "Exercise Price" shall mean the amount for which one Share may be purchased upon exercise of an Option, as specified by the Committee in the applicable Stock Option Agreement.

(k) "Fair Market Value" means the market price of Shares, determined by the Committee as follows:

(i) If the Shares were traded over-the-counter on the date in question but were not traded on the Nasdaq Stock Market or the Nasdaq National Market System, then the Fair Market Value shall be equal to the mean between the last reported representative bid and asked prices quoted for such date by the principal automated inter-dealer quotation system on which the Shares are quoted or, if the Shares are not quoted on any such system, by the "Pink Sheets" published by the National Quotation Bureau, Inc.;

(ii) If the Shares were traded over-the-counter on the date in question and were traded on the Nasdaq Stock Market or the Nasdaq National Market System, then the Fair Market Value shall be equal to the last- transaction price quoted for such date by the Nasdaq Stock Market or the Nasdaq National Market;

(iii) If the Shares were traded on a stock exchange on the date in question, then the Fair Market Value shall be equal to the closing price reported by the applicable composite transactions report for such date; and

(iv) If none of the foregoing provisions is applicable, then the Fair Market Value shall be determined by the Committee in good faith on such basis as it deems appropriate.

In all cases, the determination of Fair Market Value by the Committee shall be conclusive and binding on all persons.

(l) "Incentive Stock Option" or "ISO" shall mean an employee incentive stock option described in Code section 422(b).

(m) "Nonstatutory Option" or "NSO" shall mean an employee stock option that is not an ISO.

(n) "Offeree" shall mean an individual to whom the Committee has offered the right to acquire Shares under the Plan (other than upon exercise of an Option).

(o) "Option" shall mean an Incentive Stock Option or Nonstatutory Option granted under the Plan and entitling the holder to purchase Shares.

(p) "Optionee" shall mean an individual or estate who holds an Option.

(q) "Outside Director" shall mean a member of the Board who is not a Common-Law Employee of the Company or a Subsidiary.

(r) "Participant" shall mean an individual or estate who holds an Award.

(s) "Plan" shall mean this 2003 Omnibus Securities Plan of Anza Capital, Inc.

(t) "Plan Year" shall mean any twelve (12) month period (or shorter period during the final year of this Plan) commencing May 1 during the term of this Plan.

(u) "Purchase Price" shall mean the consideration for which one Share may be acquired under the Plan (other than upon exercise of an Option), as specified by the Committee.

(v) "Restricted Share" shall mean a Share sold or granted to an eligible Employee which is nontransferable and subject to substantial risk of forfeiture until restrictions lapse.

(w) "Service" shall mean service as an Employee.

(x) "Share" shall mean one share of Stock, as adjusted in accordance with
Section 9 (if applicable).

(y) "Stock" shall mean the common stock of the Company.

(z) "Stock Award Agreement" shall mean the agreement between the Company and the recipient of a Restricted Share which contains the terms, conditions and restrictions pertaining to such Restricted Share.

(aa) "Stock Option Agreement" shall mean the agreement between the Company and an Optionee which contains the terms, conditions and restrictions pertaining to his or her Option.

(bb) "Stock Purchase Agreement" shall mean the agreement between the Company and an Offeree who acquires Shares under the Plan which contains the terms, conditions and restrictions pertaining to the acquisition of such Shares.

(cc) "Subsidiary" means any corporation (other than the Company) in an unbroken chain of corporations beginning with the Company, if each of the corporations other than the last corporation in the unbroken chain owns stock possessing 50% or more of the total combined voting power of all classes of stock in one of the other corporations in such chain. A corporation that attains the status of a Subsidiary on a date after the adoption of the Plan shall be considered a Subsidiary commencing as of such date.

(dd) "Total and Permanent Disability" means that the Optionee is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment.

(ee) "W-2 Payroll" means whatever mechanism or procedure that the Company or a Subsidiary utilizes to pay any individual which results in the issuance of Form W-2 to the individual. "W-2 Payroll" does not include any mechanism or procedure which results in the issuance of any form other than a Form W-2 to an individual, including, but not limited to, any Form 1099 which may be issued to an independent contractor, an agency employee or a consultant. Whether a mechanism or procedure qualifies as a "W-2 Payroll" shall be determined in the absolute discretion of the Company (or Subsidiary, as applicable), and the Company or Subsidiary determination shall be conclusive and binding on all persons.

SECTION 3. ADMINISTRATION.
(a) Committee Membership The Plan shall be administered by the Compensation Committee (the "Committee") appointed by the Company's Board of Directors and comprised of at least two or more Outside Directors (although Committee functions may be delegated to officers to the extent the awards relate to persons who are not subject to the reporting requirements of Section 16 of the Exchange Act). If no Committee has been appointed, the entire Board shall constitute the Committee.

(b) Committee Procedures The Board of Directors shall designate one of the members of the Committee as chairperson. The Committee may hold meetings at such times and places as it shall determine. The acts of a majority of the Committee members present at meetings at which a quorum exists, or acts reduced to or approved in writing by all Committee members, shall be valid acts of the Committee.

(c) Committee Responsibilities The Committee has and may exercise such power and authority as may be necessary or appropriate for the Committee to carry out its functions as described in the Plan. The Committee has authority in its discretion to determine eligible Employees to whom, and the time or times at which, Awards may be granted and the number of Shares subject to each Award. Subject to the express provisions of the respective Award agreements (which need not be identical) and to make all other determinations necessary or advisable for Plan administration, the Committee has authority to prescribe, amend, and rescind rules and regulations relating to the Plan. All interpretations, determinations, and actions by the Committee will be final, conclusive, and binding upon all persons.

(d) Committee Liability No member of the Board or the Committee will be liable for any action or determination made in good faith by the Committee with respect to the Plan or any Award made under the Plan.

(e) Financial Reports To the extent required by applicable law, and not less often than annually, the Company shall furnish to Offerees, Optionees and Shareholders who have received Stock under the Plan its financial statements including a balance sheet regarding the Company's financial condition and results of operations, unless such Offerees, Optionees or Shareholders have duties with the Company that assure them access to equivalent information. Such financial statements need not be audited.

SECTION 4. ELIGIBILITY.
(a) General Rule Only Employees shall be eligible for designation as Participants by the Committee. In addition, only individuals who are employed as Common-Law Employees by the Company or a Subsidiary shall be eligible for the grant of ISOs.

(b) Ten-Percent Shareholders An Employee who owns more than ten percent (10%) of the total combined voting power of all classes of outstanding stock of the Company or any of its Subsidiaries shall not be eligible for designation as an Offeree or Optionee unless (i) the Exercise Price for an ISO (and a NSO to the extent required by applicable law) is at least one hundred ten percent (110%) of the Fair Market Value of a Share on the date of grant, (ii) if required by applicable law, the Purchase Price of Shares is at least one hundred percent (100%) of the Fair Market Value of a Share on the date of grant, and (iii) in the case of an ISO, such ISO by its terms is not exercisable after the expiration of five years from the date of grant.

(c) Attribution Rules For purposes of Subsection (b) above, in determining stock ownership, an Employee shall be deemed to own the stock owned, directly or indirectly, by or for his brothers, sisters, spouse, ancestors and lineal descendants. Stock owned, directly or indirectly, by or for a corporation, partnership, estate or trust shall be deemed to be owned proportionately by or for its shareholders, partners or beneficiaries. Stock with respect to which such Employee holds an Option shall not be counted.

(d) Outstanding Stock For purposes of Subsection (b) above, "outstanding stock" shall include all stock actually issued and outstanding immediately after the grant. "Outstanding Stock" shall not include shares authorized for issuance under outstanding Options held by the Employee or by any other person.

SECTION 5. STOCK SUBJECT TO PLAN.
(a) Basic Limitation Shares offered under the Plan shall be authorized but unissued Shares. Subject to Sections 5(b) and 9 of the Plan, the aggregate number of Shares which may be issued or transferred as common stock pursuant to an Award under the Plan shall not exceed the following amounts of the shares of Authorized Common Stock of the Company:

            Plan Year                            Available Shares
            ---------                            ----------------

May 1, 2003 through April 30, 2004                    750,000

Each subsequent Plan Year beginning      10% of outstanding stock on April
May  1, 2004                             30 of the year preceding each such
                                         such  Plan  Year

In any event, the number of Shares which are subject to Awards or other rights outstanding at any time under the Plan shall not exceed the number of Shares which then remain available for issuance under the Plan. The Company, during the term of the Plan, shall at all times reserve and keep available sufficient Shares to satisfy the requirements of the Plan.

(b) Additional Shares In the event that any outstanding Option or other right for any reason expires or is canceled or otherwise terminated, the Shares allocable to the unexercised portion of such Option or other right shall again be available for the purposes of the Plan. If a Restricted Share is forfeited before any dividends have been paid with respect to such Restricted Share, then such Restricted Share shall again become available for award under the Plan.

SECTION 6. TERMS AND CONDITIONS OF AWARDS OR SALES.
(a) Stock Purchase Agreement Each award or sale of Shares under the Plan (other than upon exercise of an Option) shall be evidenced by a Stock Purchase Agreement between the Offeree and the Company. Such award or sale shall be subject to all applicable terms and conditions of the Plan and may be subject to any other terms and conditions which are not inconsistent with the Plan and which the Committee deems appropriate for inclusion in a Stock Purchase Agreement. The provisions of the various Stock Purchase Agreements entered into under the Plan need not be identical.

(b) Duration of Offers Any right to acquire Shares under the Plan (other than an Option) shall automatically expire if not exercised by the Offeree within thirty (30) days after the grant of such right was communicated to the Offeree by the Committee.

(c) Purchase Price Unless otherwise permitted by applicable law, the Purchase Price of Shares to be offered under the Plan shall not be less than eighty-five percent (85%) of the Fair Market Value of a Share on the date of grant (100% for 10% shareholders), except as otherwise provided in Section 4(b). Subject to the preceding sentence, the Purchase Price shall be determined by the Committee in its sole discretion. The Purchase Price shall be payable in a form described in Subsection (d) below.

(d) Payment for Shares The entire Purchase Price of Shares issued under the Plan shall be payable in lawful money of the United States of America at the time when such Shares are purchased, except as provided below:

(i) Surrender of Stock. To the extent that a Stock Option Agreement so provides, payment may be made all or in part with Shares which have already been owned by the Optionee or Optionee's representative for any time period specified by the Committee and which are surrendered to the Company in good form for transfer. Such shares shall be valued at their Fair Market Value on the date when the new Shares are purchased under the Plan.

(ii) Promissory Notes. To the extent that a Stock Option Agreement or Stock Purchase Agreement so provides, payment may be made all or in part with a full recourse promissory note executed by the Optionee or Offeree. The interest rate and other terms and conditions of such note shall be determined by the Committee. The Committee may require that the Optionee or Offeree pledge his or her Shares to the Company for the purpose of securing the payment of such note. In no event shall the stock certificate(s) representing such Shares be released to the Optionee or Offeree until such note is paid in full.

(iii) Cashless Exercise. To the extent that a Stock Option Agreement so provides and a public market for the Shares exists, payment may be made all or in part by delivery (on a form prescribed by the Committee) of an irrevocable direction to a securities broker to sell shares and to deliver all or part of the sale proceeds to the Company in payment of the aggregate Exercise Price.

(iv) Other Forms of Payment. To the extent provided in the Stock Option Agreement, payment may be made in any other form that is consistent with applicable laws, regulations and rules.

(e) Exercise of Awards on Termination of Service Each Stock Award Agreement shall set forth the extent to which the recipient shall have the right to exercise the Award following termination of the recipient's Service with the Company and its Subsidiaries. Such provisions shall be determined in the sole discretion of the Committee, need not be uniform among all the Awards issued pursuant to the Plan, and may reflect distinctions based on the reasons for termination of employment.

SECTION 7. ADDITIONAL TERMS AND CONDITIONS OF RESTRICTED SHARES.
(a) Form and Amount of Award Each Stock Award Agreement shall specify the number of Shares that are subject to the Award. Restricted Shares may be awarded in combination with NSOs and such an Award may provide that the Restricted Shares will be forfeited in the event that the related NSOs are exercised.

(b) Exercisability Each Stock Award Agreement shall specify the conditions upon which Restricted Shares shall become vested, in full or in installments. To the extent required by applicable law, each Stock Award shall become exercisable no less rapidly than the rate of 20% per year for each of the first five years from the date of grant. Subject to the preceding sentence, the exercisability of any Stock Award shall be determined by the Committee in its sole discretion.

(c) Effect of Change in Control The Committee may determine at the time of making an Award or thereafter, that such Award shall become fully vested, in whole or in part, in the event that a Change in Control occurs with respect to the Company.

(d) Voting Rights Holders of Restricted Shares awarded under the Plan shall have the same voting, dividend and other rights as the Company's other stockholders. A Stock Award Agreement, however, may require that the holders invested any cash dividends received in additional Restricted Shares. Such additional Restricted Shares shall be subject to the same conditions and restrictions as the Award with respect to which the dividends were paid. Such additional Restricted Shares shall not reduce the number of Shares available under Section 5.

SECTION 8. TERMS AND CONDITIONS OF OPTIONS.
(a) Stock Option Agreement Each grant of an Option under the Plan shall be evidenced by a Stock Option Agreement between the Optionee and the Company. Such Option shall be subject to all applicable terms and conditions of the Plan and may be subject to any other terms and conditions which are not inconsistent with the Plan and which the Committee deems appropriate for inclusion in a Stock Option Agreement. The provisions of the various Stock Option Agreements entered into under the Plan need not be identical.

(b) Number of Shares Each Stock Option Agreement shall specify the number of Shares that are subject to the Option and shall provide for the adjustment of such number in accordance with Section 9. The Stock Option Agreement shall also specify whether the Option is an ISO or a Nonstatutory Option.

(c) Exercise Price Each Stock Option Agreement shall specify the Exercise Price. The Exercise Price of an ISO shall not be less than one hundred percent (100%) of the Fair Market Value of a Share on the date of grant, except as otherwise provided in
Section 4(b). To the extent required by applicable law and except as otherwise provided in Section 4(b), the Exercise Price of a Nonstatutory Option shall not be less than eighty-five percent (85%) of the Fair Market Value of a Share on the date of grant. Subject to the preceding two sentences, the Exercise Price under any Option shall be determined by the Committee in its sole discretion. The Exercise Price shall be payable in a form described in Subsection (h) below.

(d) Exercisability Each Stock Option Agreement shall specify the date when all or any installment of the Option is to become exercisable. To the extent required by applicable law, an Option shall become exercisable no less rapidly than the rate of 20% per year for each of the first five years from the date of grant. Subject to the preceding sentence, the exercisability of any Option shall be determined by the Committee in its sole discretion.

(e) Effect of Change in Control The Committee may determine, at the time of granting an Option or thereafter, that such Option shall become fully exercisable as to all Shares subject to such Option in the event that a Change in Control occurs with respect to the Company.

(f) Term

The Stock Option Agreement shall specify the term of the Option. The term shall not exceed ten (10) years from the date of grant (or five (5) years for ten percent (10%) shareholders as provided in Section 4(b)). Subject to the preceding sentence, the Committee at its sole discretion shall determine when an Option is to expire.

(g) Exercise of Options on Termination of Service Each Option shall set forth the extent to which the Optionee shall have the right to exercise the Option following termination of the Optionee's Service with the Company and its Subsidiaries. Such provisions shall be determined in the sole discretion of the Committee, need not be uniform among all Options issued pursuant to the Plan, and may reflect distinctions based on the reasons for termination of employment. Notwithstanding the foregoing, to the extent required by applicable law, each Option shall provide that the Optionee shall have the right to exercise the vested portion of any Option held at termination for at least sixty (60) days following termination of Service with the Company for any reason, and that the Optionee shall have the right to exercise the Option for at least six (6) months if the Optionee's Service terminates due to death or Disability.

(h) Payment of Option Shares The entire Exercise Price of Shares issued under the Plan shall be payable in lawful money of the United States of America at the time when such Shares are purchased, except as provided below:

(iv) Other Forms of Payment. To the extent provided in the Stock Option Agreement, payment may be made in any other form that is consistent with applicable laws, regulations and rules.

(i) Modification, Extension and Assumption of Options Within the limitations of the Plan, the Committee may modify, extend or assume outstanding Options or may accept the cancellation of outstanding Options (whether granted by the Company or another issuer) in return for the grant of new Options for the same or a different number of Shares and at the same or a different Exercise Price or for other consideration.

SECTION 9. ADJUSTMENT OF SHARES.
(a) General In the event of a subdivision of the outstanding Stock, a declaration of a dividend payable in Shares, a combination or consolidation of the outstanding Stock into a lesser number of Shares, a recapitalization, a reclassification or a similar occurrence, the Committee shall make appropriate adjustments, subject to the limitations set forth in Section 9(c), in one or more of (i) the number of Shares available for future Awards under Section 5, (ii) the number of Shares covered by each outstanding Option or Purchase Agreement or (iii) the Exercise Price or Purchase Price under each outstanding Option or Stock Purchase Agreement.

(b) Reorganizations In the event that the Company is a party to a merger or reorganization, outstanding Options shall be subject to the agreement of merger or reorganization, provided however, that the limitations set forth in Section 9(c) shall apply.

(c) Reservation of Rights Except as provided in this Section 9, an Optionee or an Offeree shall have no rights by reason of (i) any subdivision or consolidation of shares of stock of any class, (ii) the payment of any dividend or (iii) any other increase or decrease in the number of shares of stock of any class. Any issue by the Company of shares of stock of any class, or securities convertible into shares of stock of any class, shall not affect, and no adjustment by reason thereof shall be made with respect to, the number, Exercise Price or Purchase Agreement of Shares subject to an Option or Stock Purchase Agreement. The grant of an Award pursuant to the Plan shall not affect in any way the right or power of the Company to make adjustments, reclassifications, reorganizations or changes of its capital or business structure, to merge or consolidate or to dissolve, liquidate, sell or transfer all or any part of its business or assets.

SECTION 10. WITHHOLDING TAXES.
(a) General To the extent required by applicable federal, state, local or foreign law, a Participant or his or her successor shall make arrangements satisfactory to the Committee for the satisfaction of any withholding tax obligations that arise in connection with the Plan. The Company shall not be required to issue any Shares or make any cash payment under the Plan until such obligations are satisfied.

(b) Share Withholding The Committee may permit a Participant to satisfy all or part of his or her withholding or income tax obligations by having the Company withhold all or a portion of any Shares that otherwise would be issued to him or her or by surrendering all or a portion of any Shares that he or she previously acquired. Such Shares shall be valued at their Fair Market Value on the date when taxes otherwise would be withheld in cash. Any payment of taxes by assigning Shares to the Company may be subject to restrictions, including any restrictions required by rules of any federal or state regulatory body or other authority.

(c) Cashless Exercise/Pledge The Committee may provide that if Company Shares are publicly traded at the time of exercise, arrangements may be made to meet the Optionee's withholding obligation by cashless exercise or pledge.

(d) Other Forms of Payment The Committee may permit such other means of tax withholding as it deems appropriate.

SECTION 11. ASSIGNMENT OR TRANSFER OF AWARDS.
(a) General An Award granted under the Plan shall not be anticipated, assigned, attached, garnished, optioned, transferred or made subject to any creditor's process, whether voluntarily, involuntarily or by operation of law, except as approved by the Committee. Notwithstanding the foregoing, ISOs may not be transferable. Also notwithstanding the foregoing, Offerees and Optionees may not transfer their rights hereunder except by will, beneficiary designation or the laws of descent and distribution.

(b) Trusts Neither this Section 11 nor any other provision of the Plan shall preclude a Participant from transferring or assigning Restricted Shares to (a) the trustee of a trust that is revocable by such Participant alone, both at the time of the transfer or assignment and at all times thereafter prior to such Participant's death, or (b) the trustee of any other trust to the extent approved by the Committee in writing. A transfer or assignment of Restricted Shares from such trustee to any other person than such Participant shall be permitted only to the extent approved in advance by the Committee in writing, and Restricted Shares held by such trustee shall be subject to all the conditions and restrictions set forth in the Plan and in the applicable Stock Award Agreement, as if such trustee were a party to such Agreement.

SECTION 12. LEGAL REQUIREMENTS.
Shares shall not be issued under the Plan unless the issuance and delivery of such Shares complies with (or is exempt from) all applicable requirements of law, including (without limitation) the Securities Act of 1933, as amended, the rules and regulations promulgated thereunder, state securities laws and regulations, and the regulations of any stock exchange on which the Company's securities may then be listed.

SECTION 13. NO EMPLOYMENT RIGHTS.
No provision of the Plan, nor any right or Option granted under the Plan, shall be construed to give any person any right to become, to be treated as, or to remain an Employee. The Company and its Subsidiaries reserve the right to terminate any person's Service at any time and for any reason.

SECTION 14. DURATION AND AMENDMENTS.
(a) Term of the Plan The Plan, as set forth herein, shall become effective on the date of its adoption by the Board of Directors, subject to the approval of the Company's shareholders. In the event that the shareholders fail to approve the Plan within twelve (12) months after its adoption by the Board of Directors, any grants already made shall be null and void, and no additional grants shall be made after such date. The Plan shall terminate automatically ten (10) years after its adoption by the Board of Directors and may be terminated on any earlier date pursuant to Subsection (b) below.

(b) Right to Amend or Terminate the Plan The Board of Directors may amend the Plan at any time and from time to time. Rights and obligations under any right or Option granted before amendment of the Plan shall not be materially altered, or impaired adversely, by such amendment, except with consent of the person to whom the right or Option was granted. An amendment of the Plan shall be subject to the approval of the Company's shareholders only to the extent required by applicable laws, regulations or rules including the rules of any applicable exchange.

(c) Effect of Amendment or Termination No Shares shall be issued or sold under the Plan after the termination thereof, except upon exercise of an Option granted prior to such termination. The termination of the Plan, or any amendment thereof, shall not affect any Shares previously issued or any Option previously granted under the Plan.

[END OF PLAN]

THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933 OR THE SECURITIES LAWS OF ANY STATE, AND MAY BE OFFERED AND SOLD ONLY IF REGISTERED AND QUALIFIED PURSUANT TO THE RELEVANT PROVISIONS OF FEDERAL AND STATE SECURITIES LAWS OR IF THE COMPANY IS PROVIDED AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION AND QUALIFICATION UNDER FEDERAL AND STATE SECURITIES LAWS IS NOT REQUIRED.

ANZA CAPITAL, INC.
2003 OMNIBUS SECURITIES PLAN
INCENTIVE STOCK OPTION AGREEMENT

INCENTIVE  STOCK     This  Option  is  intended to be an  incentive stock option
OPTION               under  section  422 of the Internal Revenue Code  and  will
                     be  interpreted  accordingly.
VESTING              No  Shares  will  vest  until you have  performed ---------
                    (----)  months  of  Service  from  the  commencement of your
                    employment  with  the  Company. Your Option shall vest as to
                    --------  of  the  Shares  on the date ------- (----) months
                    from  the  Vesting  Start  Date as shown on the cover sheet.
                    Thereafter,  Shares shall vest at the rate of ------- of the
                    Shares  at  the end of each full month thereafter. After you
                    have  completed  ---------  (----)  months  of  Service, the
                    number  of  Shares  which  vest  under  this  Option  at the
                    Exercise  Price  shall be equal to the product of the number
                    of  full  months  of  your  continuous  employment  with the
                    Company  ("Service")  (including  any  approved  leaves  of
                    absence)  from  the  Vesting  Start Date times the number of
                    Shares  covered by this Option times --------. The resulting
                    number  of  Shares  will  be  rounded  to  the nearest whole
                    number.  No  additional  Shares will vest after your Service
                    has  terminated  for  any  reason.

                    You  should  note  that you may exercise the Option prior to
                    vesting. In that case, the Company has a right to repurchase
                    the  unvested  shares  at the original exercise price if you
                    terminate  employment  before  vesting  in  all  shares  you
                    purchased.  Also, if you exercise before vesting, you should
                    consider  making  an 83(b) election. Please see the attached
                    Tax  Summary.  The 83(b) election  must be  filed  within 30
                                   ---------------------------------------------
                    days  of  the  date  you  exercise.
                    ----------------------------------

TERM                Your  Option  will  expire  in  any  event  at the close  of
                    business at Company headquarters on the day before the tenth
                    anniversary  (fifth anniversary for a 10% owner) of the Date
                    of  Grant,  as  shown  on  the  cover sheet. (It will expire
                    earlier  if  your  Service  terminates, as described below.)


REGULAR             If your Service  terminates  for  any reason  except  death,
TERMINATION         Disability  or  for "Cause," your Option will expire  at the
                    close  of  business  at Company headquarters on the 30th day
                    after  your termination date. During that 30-day period, you
                    may  exercise that portion of your Option that was vested on
                    your  termination  date.

DEATH               If  you die while in Service with the Company, your  Option
                    will expire at the close of business at Company headquarters
                    on  the date six months after the date of death. During that
                    six-month  period,  your  estate  or heirs may exercise that
                    portion of your Option that was vested on the date of death.
                    If  your Service terminates because of your Disability, your
                    Option  will  expire  at  the  close  of business at Company
                    headquarters  on  the date six months after your termination
                    date. (However, if your Disability is not expected to result
                    in  death  or to last for a continuous period of at least 12
                    months,  your  Option will be eligible for ISO tax treatment
                    only  if  it  is exercised within three months following the
                    termination  of your Service.) During that six-month period,
                    you may exercise that portion of your Option that was vested
                    on  the  date  of  your  Disability.

DISABILITY          "Disability"  means  that  you  are   unable  to  engage  in
                    any  substantial gainful activity by reason of any medically
                    determinable  physical  or  mental  impairment.

LEAVES OF ABSENCE For purposes of this Option, your Service does not terminate when you go on a bona fide leave of absence that was approved by the Company in writing, if the terms of the leave provide for continued service crediting, or when continued service crediting is required by applicable law. However, your Service will be treated as terminating 30 days after you went on leave, unless your right to return to active work is guaranteed by law or by a contract. Your Service terminates in any event when the approved leave ends unless you immediately return to active work. The Company determines which leaves count for this purpose, and when your Service terminates for all purposes under the Plan. The Company also determines the extent to which you may exercise the vested portion of your Option during a leave of absence.

NOTICE OF EXERCISE When you wish to exercise this Option, you must execute Exhibit A (and, if exercise is prior to vesting, you must also execute Exhibits B and D). Your exercise will be effective when it is received by the Company. If someone else wants to exercise this Option after your death, that person must prove to the Company's satisfaction that he or she is entitled to do so.

FORM OF PAYMENT When you submit Exhibit A, you must include payment of the Exercise Price for the Shares you are purchasing. Payment may be made in one (or a combination) of the following forms at the discretion of the committee:

- Your personal check, a cashier's check or a money order.

- Shares which you have owned for six months and which are surrendered to the Company. The value of the Shares, determined as of the effective date of the Option exercise, will be applied to the Exercise Price.

- To the extent that a public market for the Shares exists as determined by the Company, by delivery (on a form prescribed by the Committee) of an irrevocable direction to a securities broker to sell Shares and to deliver all or part of the sale proceeds to the Company in payment of the aggregate Exercise Price.

- Any other form of legal consideration approved by the Committee.

WITHHOLDING TAXES You will not be allowed to exercise this Option unless you

                    make acceptable arrangements to pay any withholding or other
                    taxes  that may be due as a result of the Option exercise or
                    the  sale  of  Shares acquired upon exercise of this Option.

RESTRICTIONS ON     By  signing  this  Agreement, you agree not to exercise this
RESALE              Option or sell any Shares  acquired  upon  exercise of this
                    Option  at  a  time  when  applicable  laws,  regulations or
                    Company or underwriter trading policies prohibit exercise or
                    sale.  In  particular,  the  Company shall have the right to
                    designate  one  or more periods of time, each of which shall
                    not  exceed  180  days  in  length, during which this Option
                    shall  not  be exercisable if the Company determines (in its
                    sole  discretion)  that such limitation on exercise could in
                    any  way  facilitate  a  lessening  of  any  restriction  on
                    transfer  pursuant  to  the  Securities  Act  or  any  state
                    securities  laws  with respect to any issuance of securities
                    by the Company, facilitate the registration or qualification
                    of any securities by the Company under the Securities Act or
                    any  state  securities laws, or facilitate the perfection of
                    any   exemption  from  the  registration  or   qualification
                    requirements  of  the Securities Act or any applicable state
                    securities  laws  for  the  issuance   or  transfer  of  any
                    securities.  Such limitation on exercise shall not alter the
                    vesting  schedule  set forth in this Agreement other than to
                    limit  the  periods  during  which  this  Option  shall   be
                    exercisable.

                    Furthermore,  in respect of any underwritten public offering
                    by  the  Company,  you  agree  that  you  will  not  sell or
                    otherwise  transfer or dispose of any Shares covered by this
                    Option  during  a reasonable and customary period of time as
                    agreed to by the Company and the underwriters, not to exceed
                    the  greater of (a) 180 days following the effective date of
                    the  registration  statement  of the Company filed under the
                    Securities  Act  in  respect  of  such offering and (b) such
                    other  period  of time as agreed to by holders of a majority
                    of  the  then  outstanding Shares. By signing this Agreement
                    you  agree  to  execute and deliver such other agreements as
                    may  be  reasonably  requested   by   the  Company   or  the
                    underwriter which are consistent with the foregoing or which
                    are  necessary  to  give further effect thereto. The Company
                    may  impose  stop-transfer  instructions with respect to the
                    Shares subject to the foregoing restriction until the end of
                    such  period.

                    If  the  sale of Shares under the  Plan  is  not  registered
                    under   the  Securities  Act  of  1933,   as  amended   (the
                    "Securities  Act"),  but  an  exemption  is  available which
                    requires  an  investment  or other representation, you shall
                    represent  and agree at the time of exercise that the Shares
                    being  acquired  upon  exercise  of  this  Option  are being
                    acquired  for investment, and not with a view to the sale or
                    distribution   thereof,   and    shall   make   such   other
                    representations  as  are  deemed necessary or appropriate by
                    the  Company  and  its  counsel.

The Company's       In  the  event that you propose to sell, pledge or otherwise
Right of First      transfer to a third  party  any  Shares acquired under  this
Refusal             Agreement, or any interest in such Shares, the Company shall
                    have  the  "Right of First Refusal" with respect to all (and
                    not less than all) of such Shares. If you desire to transfer
                    Shares  acquired  under  this  Agreement,  you  must  give a
                    written  "Transfer  Notice"  to the Company describing fully
                    the  proposed  transfer,  including  the  number  of  Shares
                    proposed  to be transferred, the proposed transfer price and
                    the  name  and  address  of  the  proposed  transferee.  The
                    Transfer  Notice  shall  be  signed  both  by you and by the
                    proposed transferee and must constitute a binding commitment
                    of  both  parties  to  the  transfer  of  the  Shares.

                    The  Company  and  its  assignees  shall  have  the right to
                    purchase  all,  and  not less than all, of the Shares on the
                    terms described in the Transfer Notice (subject, however, to
                    any change in such terms permitted in the next paragraph) by
                    delivery  of  a  Notice  of  Exercise  of the Right of First
                    Refusal  within  30  days  after  the date when the Transfer
                    Notice  was  received  by  the Company. The Company's rights
                    under  this  Subsection shall be freely assignable, in whole
                    or  in  part.

                    If  the Company fails to exercise its Right of First Refusal
                    within  30 days after the date when it received the Transfer
                    Notice, you may, not later than 60 days following receipt of
                    the  Transfer  Notice by the Company, conclude a transfer of
                    the  Shares  subject to the Transfer Notice on the terms and
                    conditions  described  in  the Transfer Notice. Any proposed
                    transfer  on  terms  and  conditions  different  from  those
                    described  in the Transfer Notice, as well as any subsequent
                    proposed  transfer  by  you,  shall  again be subject to the
                    Right of First Refusal and shall require compliance with the
                    procedure  described  in the paragraph above. If the Company
                    exercises  its  Right  of First Refusal, you and the Company
                    (or  its  assignees) shall consummate the sale of the Shares
                    on  the  terms  set  forth  in  the  Transfer  Notice.


                    The  Company's  Right  of First Refusal shall terminate upon
                    the  Company's  initial  public  offering.

                    The  Company's  Right  of  First  Refusal shall inure to the
                    benefit  of  its successors and assigns and shall be binding
                    upon  any  transferee  of  the  Shares.

RIGHT OF            Following  termination  of  your  Service  for  any  reason,
REPURCHASE          the Company shall have the right to purchase  all  of  those
                    vested  Shares  that  you  have  or  will acquire under this
                    Option  (unvested  Shares  which  have  been  exercised  are
                    subject  to  a Repurchase Option set forth in Exhibit A). If
                                                                  ---------
                    the  Company fails to provide you with written notice of its
                    intention  to  purchase such Shares before or within 30 days
                    of  the date the Company receives written notice from you of
                    your termination of Service, the Company's right to purchase
                    such  Shares  shall  terminate. If the Company exercises its
                    right  to  purchase such Shares, the Company will consummate
                    the  purchase  of  such Shares within 60 days of the date of
                    its written notice to you. The purchase price for any Shares
                    repurchased  shall be the higher of the fair market value of
                    the Shares on the date of purchase or the aggregate Exercise
                    Price  for  such  Shares  and  shall  be  paid  in cash. The
                    Company's  right  of repurchase shall terminate in the event
                    that  Stock is listed on an established stock exchange or is
                    quoted  regularly  on  the  Nasdaq National Market. The fair
                    market  value  shall be determined by the Board of Directors
                    in  its  sole  discretion.

TRANSFER OF OPTION Prior to your death, only you may exercise this Option.
You cannot transfer or assign this Option. For instance, you may not sell this Option or use it as security for a loan. If you attempt to do any of these things, this Option will immediately become invalid. You may, however, dispose of this Option in your will.

Regardless of any marital property settlement agreement, the Company is not obligated to honor a Notice of Exercise from your spouse or former spouse, nor is the Company obligated to recognize such individual's interest in your Option in any other way.

RETENTION RIGHTS This Agreement does not give you the right to be retained by the Company in any capacity. The Company reserves the right to terminate your Service at any time and for any reason.

SHAREHOLDER RIGHTS Neither you, nor your estate or heirs, have any rights as

                    a  shareholder  of  the  Company until a certificate for the
                    Shares  acquired  upon  exercise  of  this  Option  has been
                    issued.  No  adjustments  are  made  for  dividends or other
                    rights  if  the  applicable  record  date occurs before your
                    stock  certificate  is  issued,  except  as described in the
                    Plan.

ADJUSTMENTS         In  the  event  of  a  stock  split,  a  stock dividend or a
                    similar  change in the Company's Stock, the number of Shares
                    covered  by this Option and the Exercise Price per share may
                    be  adjusted  pursuant  to  the  Plan.  Your Option shall be
                    subject to the terms of the agreement of merger, liquidation
                    or  reorganization  in  the  event the Company is subject to
                    such  corporate  activity.
LEGENDS             All   certificates  representing  the  Shares  issued   upon
                    exercise  of  this  Option  shall,  where  applicable,  have
                    endorsed  thereon  the  following  legends:

                    "THE  SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT
                    TO  CERTAIN RESTRICTIONS ON TRANSFER AND OPTIONS TO PURCHASE
                    SUCH  SHARES  SET  FORTH IN AN AGREEMENT BETWEEN THE COMPANY
                    AND  THE  REGISTERED HOLDER, OR SUCH HOLDER'S PREDECESSOR IN
                    INTEREST.   SUCH    AGREEMENT   IMPOSES   CERTAIN   TRANSFER
                    RESTRICTIONS  AND  GRANTS  CERTAIN  REPURCHASE RIGHTS TO THE
                    COMPANY (OR ITS ASSIGNS) UPON THE SALE OF THE SHARES OR UPON
                    TERMINATION  OF  SERVICE  WITH  THE  COMPANY. A COPY OF SUCH
                    AGREEMENT  IS ON FILE AT THE PRINCIPAL OFFICE OF THE COMPANY
                    AND  WILL BE FURNISHED UPON WRITTEN REQUEST TO THE SECRETARY
                    OF  THE  COMPANY BY THE HOLDER OF SHARES REPRESENTED BY THIS
                    CERTIFICATE.

                    THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
                    REGISTERED  UNDER  THE  SECURITIES   ACT  OF  1933,  OR  THE
                    SECURITIES  LAWS  OF  ANY STATE, AND MAY BE OFFERED AND SOLD
                    ONLY  IF  REGISTERED  AND QUALIFIED PURSUANT TO THE RELEVANT
                    PROVISIONS  OF  FEDERAL  AND STATE SECURITIES LAWS OR IF THE
                    COMPANY  IS  PROVIDED AN OPINION OF COUNSEL, SATISFACTORY TO
                    THE   COMPANY   AND  ITS   COUNSEL,  THAT  REGISTRATION  AND
                    QUALIFICATION UNDER FEDERAL AND STATE SECURITIES LAWS IS NOT
                    REQUIRED."

APPLICABLE  LAW     This  Agreement  will  be interpreted and enforced under the
                    laws  of the State of Nevada (without regard to their choice
                    of  law  provisions).

THE PLAN AND OTHER The text of the Plan is incorporated in this Agreement AGREEMENTS by reference. Certain capitalized terms used in this Agreement are defined in the Plan.

This Agreement, including its attachments, and the Plan constitute the entire understanding between you and the Company regarding this Option. Any prior agreements, commitments or negotiations concerning this Option are superseded.

BY SIGNING THE COVER SHEET OF THIS AGREEMENT, YOU AGREE TO ALL OF THE TERMS AND CONDITIONS DESCRIBED ABOVE AND IN THE PLAN. YOU ALSO ACKNOWLEDGE THAT YOU HAVE READ SECTION 11, "PURCHASER'S INVESTMENT REPRESENTATIONS" OF ATTACHMENT A AND THAT YOU CAN AND HEREBY DO MAKE THE SAME REPRESENTATIONS WITH RESPECT TO THE GRANT OF THIS OPTION.

ANZA CAPITAL, INC.
2003 OMNIBUS SECURITIES PLAN

NONSTATUTORY STOCK OPTION AGREEMENT

Anza Capital, Inc. (the "Company"), hereby grants an Option to purchase shares of its common stock ("Shares") to the Optionee named below. The terms and conditions of the Option are set forth in this cover sheet, in the attachment and in the Company's 2003 Omnibus Securities Plan (the "Plan").

Date of Grant:-----------------------------

Name of Optionee:--------------------------

Optionee's Social Security Number:---------------------------

Number of Shares Covered by Option:------------------------

Exercise Price per Share: $---------------

Vesting Start Date:-------------------------
[must be at least 85% fair market value on Date of Grant]

--- Check here if Optionee is a 10% owner (so that exercise price must be 110% of fair market value and term will not exceed 5 years).

BY SIGNING THIS COVER SHEET, YOU AGREE TO ALL OF THE TERMS AND CONDITIONS DESCRIBED IN THE ATTACHED AGREEMENT AND IN THE PLAN, A COPY OF WHICH IS ALSO ATTACHED.

Optionee:     --------------------------------------------------
                     (Signature)

Company:      --------------------------------------------------
                     (Signature)

Title: ------------------------------------------

ANZA CAPITAL, INC.
2003 OMNIBUS SECURITIES PLAN

NONSTATUTORY STOCK OPTION AGREEMENT

NONSTATUTORY STOCK This Option is not intended to be an incentive stock option

OPTION              under section  422  of the  Internal  Revenue  Code and will
                    be  interpreted  accordingly.

VESTING             No  Shares  will  vest  until  you  have  performed -------
                    (----)  months  of  Service  from  the  commencement of your
                    employment  with  the  Company. Your Option shall vest as to
                    ------- of the Shares on the date ------- (----) months from
                    the  Vesting  Start  Date  as  shown  on  the  cover  sheet.
                    Thereafter, Shares shall vest at the rate of -------- of the
                    Shares  at  the end of each full month thereafter. After you
                    have completed -------- (----) months of Service, the number
                    of Shares which vest under this Option at the Exercise Price
                    shall  be  equal to the product of the number of full months
                    of  your  continuous employment with the Company ("Service")
                    (including  any approved leaves of absence) from the Vesting
                    Start Date times the number of Shares covered by this Option
                    times  --------.  The  resulting  number  of  Shares will be
                    rounded  to  the  nearest whole number. No additional Shares
                    will  vest after your Service has terminated for any reason.

                    You  should  note  that you may exercise the Option prior to
                    vesting. In that case, the Company has a right to repurchase
                    the  unvested  shares  at the original exercise price if you
                    terminate  employment  before  vesting  in  all  shares  you
                    purchased.  Also, if you exercise before vesting, you should
                    consider  making  an 83(b) election. Please see the attached
                    Tax Summary. The 83(b) election must be filed within 30 days
                                 -----------------------------------------------
                    of  the  date  you  exercise.
                    ----------------------------

TERM                Your  Option  will  expire  in  any  event  at the  close of
                    business at Company headquarters on the day before the tenth
                    anniversary  (fifth anniversary for a 10% owner) of the Date
                    of  Grant,  as  shown  on  the  cover sheet. (It will expire
                    earlier  if  your  Service  terminates, as described below.)

REGULAR             If  your  Service  terminates  for  any reason except death,
TERMINATION         Disability,  or  for "Cause" your Option will expire at the
                    close  of  business  at Company headquarters on the 30th day
                    after  your termination date. During such 30-day period, you
                    may  exercise that portion of your Option that was vested on
                    your  termination  date.

DEATH               If  you die while in Service with the Company,  your Option
                    will expire at the close of business at Company headquarters
                    on  the date six months after the date of death. During that
                    six-month  period,  your  estate  or heirs may exercise that
                    portion  of  your  Option  that  was  vested on your date of
                    death.

DISABILITY          If  your  Service  terminates  because  of   your Disability
                    Disability, your Option will expire at the close of business
                    at  Company  headquarters  on the date six months after your
                    termination  date.  During  that  six-month  period, you may
                    exercise that portion of your Option that was vested on your
                    date  of  Disability.

                    "Disability"  means  that  you  are  unable   to  engage  in
                    any  substantial gainful activity by reason of any medically
                    determinable  physical  or  mental  impairment.

LEAVES OF ABSENCE For purposes of this Option, your Service does not terminate when you go on a bona fide leave of absence that was approved by the Company in writing, if the terms of the leave provide for continued service crediting, or when continued service crediting is required by applicable law. However, your Service will be treated as terminating 30 days after you went on leave, unless your right to return to work is guaranteed by law or by a contract. Your service terminates in any event when the approved leave ends unless you immediately return to Service. The Company determines which leaves count for this purpose, and when your Service terminates for all purposes under the Plan. The Company also determines the extent to which you may exercise the vested portion of your Option during a leave of absence.

NOTICE OF EXERCISE When you wish to exercise this Option, you must execute Exhibit A (and if exercise is prior to vesting you must also execute Exhibits B and D). Your Exercise will be effective when it is received by the Company. If someone else wants to exercise this Option after your death, that person must prove to the Company's satisfaction that he or she is entitled to do so.

- Your personal check, a cashier's check or a money order.

- Any other form of legal consideration approved by the Committee.

WITHHOLDING TAXES You will not be allowed to exercise this Option unless you

                    make acceptable arrangements to pay any withholding or other
                    taxes  that may be due as a result of the Option exercise or
                    the  sale  of  Shares acquired upon exercise of this Option.

RESTRICTIONS ON     By  signing  this  Agreement, you agree not to exercise this
RESALE              Option or sell any Shares acquired  upon  exercise  of  this
                    Option  at  a  time  when  applicable  laws,  regulations or
                    Company or underwriter trading policies prohibit exercise or
                    sale.  In  particular,  the  Company shall have the right to
                    designate  one  or more periods of time, each of which shall
                    not  exceed  180  days  in  length, during which this Option
                    shall  not  be exercisable if the Company determines (in its
                    sole  discretion)  that such limitation on exercise could in
                    any  way  facilitate  a  lessening  of  any  restriction  on
                    transfer  pursuant  to  the  Securities  Act  or  any  state
                    securities  laws  with respect to any issuance of securities
                    by the Company, facilitate the registration or qualification
                    of any securities by the Company under the Securities Act or
                    any  state  securities laws, or facilitate the perfection of
                    any  exemption   from   the  registration  or  qualification
                    requirements  of  the Securities Act or any applicable state
                    securities  laws  for  the  issuance  or  transfer   of  any
                    securities.  Such limitation on exercise shall not alter the
                    vesting  schedule  set forth in this Agreement other than to
                    limit  the  periods  during  which  this  Option  shall  be
                    exercisable.

                    Furthermore,  in respect of any underwritten public offering
                    by  the  Company,  you  agree  that  you  will  not  sell or
                    otherwise  transfer or dispose of any Shares covered by this
                    Option  during  a reasonable and customary period of time as
                    agreed to by the Company and the underwriters, not to exceed
                    the  greater of (a) 180 days following the effective date of
                    the  registration  statement  of the Company filed under the
                    Securities  Act  in  respect  of  such offering and (b) such
                    other  period  of time as agreed to by holders of a majority
                    of  the  then  outstanding Shares. By signing this Agreement
                    you  agree  to  execute and deliver such other agreements as
                    may  be  reasonably   requested  by  the  Company   or   the
                    underwriter which are consistent with the foregoing or which
                    are  necessary  to  give further effect thereto. The Company
                    may  impose  stop-transfer  instructions with respect to the
                    Shares subject to the foregoing restriction until the end of
                    such  period.

                    If the sale of Shares under the Plan is not registered under
                    the  Securities  Act  of  1933,  as amended (the "Securities
                    Act"),  but  an  exemption  is  available  which requires an
                    investment  or other representation, you shall represent and
                    agree at the time of exercise that the Shares being acquired
                    upon  exercise   of  this  Option  are  being  acquired  for
                    investment,  and not with a view to the sale or distribution
                    thereof,  and  shall  make such other representations as are
                    deemed  necessary  or  appropriate  by  the  Company and its
                    counsel.

THE COMPANY'S       In  the event  that you propose to sell, pledge or otherwise
RIGHT OF FIRST      transfer to a third  party  any  Shares acquired under  this
REFUSAL             Agreement, or any interest in such Shares, the Company shall
                    have  the  "Right of First Refusal" with respect to all (and
                    not less than all) of such Shares. If you desire to transfer
                    Shares  acquired  under  this  Agreement,  you  must  give a
                    written  "Transfer  Notice"  to the Company describing fully
                    the  proposed  transfer,  including  the  number  of  Shares
                    proposed  to be transferred, the proposed transfer price and
                    the  name  and  address  of  the  proposed  transferee.  The
                    Transfer  Notice  shall  be  signed  both  by you and by the
                    proposed transferee and must constitute a binding commitment
                    of  both  parties  to  the  transfer  of  the  Shares.

                    The  Company  and  its  assignees  shall  have  the right to
                    purchase  all,  and  not less than all, of the Shares on the
                    terms described in the Transfer Notice (subject, however, to
                    any change in such terms permitted in the next paragraph) by
                    delivery  of  a  notice  of  exercise  of the Right of First
                    Refusal  within  30  days  after  the date when the Transfer
                    Notice  was  received  by  the  Company.

                    The  Company's  rights under this Subsection shall be freely
                    assignable,  in  whole  or  in  part.

                    If  the Company fails to exercise its Right of First Refusal
                    within  30 days after the date when it received the Transfer
                    Notice, you may, not later than 60 days following receipt of
                    the  Transfer  Notice by the Company, conclude a transfer of
                    the  Shares  subject to the Transfer Notice on the terms and
                    conditions  described  in  the Transfer Notice. Any proposed
                    transfer  on  terms  and  conditions  different  from  those
                    described  in the Transfer Notice, as well as any subsequent
                    proposed  transfer  by  you,  shall  again be subject to the
                    Right of First Refusal and shall require compliance with the
                    procedure  described  in the paragraph above. If the Company
                    exercises  its  Right  of First Refusal, you and the Company
                    (or  its  assignees) shall consummate the sale of the Shares
                    on  the  terms  set  forth  in  the  Transfer  Notice.

                    The  Company's  Right  of First Refusal shall terminate upon
                    the  Company's  initial  public  offering.

                    The  Company's  Right  of  First  Refusal shall inure to the
                    benefit  of  its successors and assigns and shall be binding
                    upon  any  transferee  of  the  Shares.

RIGHT  OF           Following termination  of  your Service for any reason,  the
REPURCHASE          Company shall have the right to purchase all of those vested
                    Shares  that  you  have  or  will  acquire under this Option
                    (unvested  Shares which have been exercised are subject to a
                    Repurchase  Option  set  forth in Exhibit A). If the Company
                                                      ---------
                    fails to provide you with written notice of its intention to
                    purchase  such  Shares  before or within 30 days of the date
                    the  Company  receives  written  notice  from  you  of  your
                    termination of Service, the Company's right to purchase such
                    Shares  shall  terminate. If the Company exercises its right
                    to  purchase  such  Shares,  the Company will consummate the
                    purchase  of  such  Shares within 60 days of the date of its
                    written  notice  to  you.  The purchase price for any Shares
                    repurchased  shall be the higher of the fair market value of
                    the Shares on the date of purchase or the aggregate Exercise
                    Price  for  such  Shares  and  shall  be  paid  in cash. The
                    Company's  right  of repurchase shall terminate in the event
                    that  Stock is listed on an established stock exchange or is
                    quoted  regularly  on  the  Nasdaq National Market. The fair
                    market  value  shall be determined by the Board of Directors
                    in  its  sole  discretion.

RETENTION RIGHTS This Agreement does not give you the right to be retained by the Company in any capacity. The Company reserves the right to terminate your Service at any time and for any reason.

SHAREHOLDER RIGHTS Neither you, nor your estate or heirs, have any rights as

                    a  shareholder  of  the  Company until a certificate for the
                    Shares  acquired  upon  exercise  of  this  Option  has been
                    issued.  No  adjustments  are  made  for  dividends or other
                    rights  if  the  applicable  record  date occurs before your
                    stock  certificate  is  issued,  except  as described in the
                    Plan.

ADJUSTMENTS         In  the  event  of  a  stock split, a stock  dividend  or  a
                    similar  change  in  the Company Stock, the number of Shares
                    covered  by this Option and the Exercise Price per share may
                    be  adjusted  pursuant  to  the  Plan.  Your Option shall be
                    subject to the terms of the agreement of merger, liquidation
                    or  reorganization  in  the  event the Company is subject to
                    such  corporate  activity.

LEGENDS             All  certificates  representing   the  Shares  issued   upon
                    exercise  of  this  Option  shall,  where  applicable,  have
                    endorsed  thereon  the  following  legends:

                    "THE  SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT
                    TO  CERTAIN RESTRICTIONS ON TRANSFER AND OPTIONS TO PURCHASE
                    SUCH  SHARES  SET  FORTH IN AN AGREEMENT BETWEEN THE COMPANY
                    AND  THE  REGISTERED HOLDER, OR SUCH HOLDER'S PREDECESSOR IN
                    INTEREST.    SUCH   AGREEMENT   IMPOSES   CERTAIN   TRANSFER
                    RESTRICTIONS  AND  GRANTS  CERTAIN  REPURCHASE RIGHTS TO THE
                    COMPANY (OR ITS ASSIGNS) UPON THE SALE OF THE SHARES OR UPON
                    TERMINATION  OF  SERVICE  WITH  THE  COMPANY. A COPY OF SUCH
                    AGREEMENT  IS ON FILE AT THE PRINCIPAL OFFICE OF THE COMPANY
                    AND  WILL BE FURNISHED UPON WRITTEN REQUEST TO THE SECRETARY
                    OF  THE  COMPANY BY THE HOLDER OF SHARES REPRESENTED BY THIS
                    CERTIFICATE.

                    THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
                    REGISTERED  UNDER  THE  SECURITIES  ACT  OF  1933,  OR   THE
                    SECURITIES  LAWS  OF  ANY STATE, AND MAY BE OFFERED AND SOLD
                    ONLY  IF  REGISTERED  AND QUALIFIED PURSUANT TO THE RELEVANT
                    PROVISIONS  OF  FEDERAL  AND STATE SECURITIES LAWS OR IF THE
                    COMPANY  IS  PROVIDED AN OPINION OF COUNSEL, SATISFACTORY TO
                    THE  COMPANY   AND  ITS  COUNSEL,  THAT   REGISTRATION   AND
                    QUALIFICATION UNDER FEDERAL AND STATE SECURITIES LAWS IS NOT
                    REQUIRED."

APPLICABLE  LAW     This  Agreement  will  be interpreted and enforced under the
                    laws  of the State of Nevada (without regard to their choice
                    of  law  provisions).

THE PLAN AND OTHER The text of the Plan is incorporated in this Agreement AGREEMENTS by reference. Certain capitalized terms used in this Agreement are defined in the Plan.

This Agreement and the Plan constitute the entire understanding between you and the Company regarding this Option. Any prior agreements, commitments or negotiations concerning this Option are superseded.

ANZA CAPITAL, INC.

Notice of Exercise and Common Stock Purchase Agreement

THIS AGREEMENT is dated as of -----------, ----, between Anza Capital, Inc. (the "Company"), and -----------------("Purchaser").

W I T N E S S E T H:

WHEREAS, the Company and Purchaser are parties to that certain --- Incentive --- Nonstatutory Stock Option Agreement dated as of -----------, ---- (the "Option Agreement") pursuant to which the Purchaser has the right to purchase up to ---------- shares of the Company's common stock (the "Option Shares"); and

WHEREAS, the Option is exercisable with respect to certain of the Option Shares as of the date hereof; and

WHEREAS, pursuant to the Option Agreement, Purchaser desires to purchase shares of the Company as herein described, on the terms and conditions set forth in this Agreement, the Option Agreement and the Anza Capital, Inc. 2003 Omnibus Securities Plan (the "Plan"). Certain capitalized terms used in this Agreement are defined in the Plan.

NOW, THEREFORE, it is agreed between the parties as follows:

SECTION 1: PURCHASE OF SHARES.

(a) Pursuant to the terms of the Option Agreement, Purchaser hereby agrees to purchase from the Company and the Company agrees to sell and issue to Purchaser --------- shares of the Company's common stock (the "Stock") for the Exercise Price per share specified in the Option Agreement payable by personal check, cashier's check or money order, if permitted by the Option Agreement, as follows: -------------------------------. Payment shall be delivered at the Closing, as such term is hereinafter defined.

(b) The closing hereunder (the "Closing") shall occur at the offices of the Company on ----------,-----, or such other time and place as may be designated by the Company (the "Closing Date").

SECTION 2: REPURCHASE OPTION

All unvested shares of the Stock purchased by the Purchaser pursuant to this Agreement (sometimes referred to as the "Repurchase Option Stock") shall be subject to the following option (the "Repurchase Option"):

(a) In the event the Purchaser terminates service with the Company ("Service") for any reason, with or without cause, the Company may exercise the Repurchase Option.

(b) Purchaser understands that the Stock is being sold in order to induce Purchaser to become and/or remain associated with the Company and to work diligently for the success of the Company and that the Repurchase Option Stock will continue to vest in accordance with the schedule set forth in the Option Agreement. Accordingly, the Company shall have the right at any time within 90 days after the termination of Service to purchase from the Purchaser all shares of Stock purchased hereunder which have not vested in accordance with the terms of such vesting schedule in the Option Agreement. The purchase price for such unvested shares of Repurchase Option Stock shall be the Exercise Price per share paid by Purchaser for such shares pursuant to the Option (the "Option Price"). The purchase price shall be paid by certified or cashier's check or by cancellation of any indebtedness of Purchaser to the Company.

(c) Nothing in this Agreement shall be construed as a right by purchaser to be employed by Company, or a parent or subsidiary of Company.

SECTION 3: EXERCISE OF REPURCHASE OPTION

The Repurchase Option shall be exercised by written notice signed by an officer of the Company and delivered or mailed as provided in Section 16 of this Agreement and to the Escrow Agent as provided in Section 16 of the Joint Escrow Instructions attached as Exhibit B to the Option Agreement.

SECTION 4: WAIVER, ASSIGNMENT, EXPIRATION OF REPURCHASE OPTION

If the Company waives or fails to exercise the Repurchase Option as to all of the shares subject thereto, the Company may, in the discretion of its Board of Directors, assign the Repurchase Option to any other holder or holders of preferred or common stock of the Company in such proportions as such Board of Directors may determine. In the event of such an assignment, the assignee shall pay to the Company in cash an amount equal to the fair market value of the Repurchase Option. The Company shall promptly, upon expiration of the 90-day period referred to in Section 2 above, notify Purchaser of the number of shares subject to the Repurchase Option assigned to such stockholders and shall notify both the Purchaser and the assignees of the time, place and date for settlement of such purchase, which must be made within 90 days from the date of cessation of continuous employment. In the event that the Company and/or such assignees do not elect to exercise the Repurchase Option as to all or part of the shares subject to it, the Repurchase Option shall expire as to all shares which the Company and/or such assignees have not elected to purchase.

SECTION 5: ESCROW OF SHARES

(a) As security for Purchaser's faithful performance of the terms of this Agreement and to ensure the availability for delivery of Purchaser's shares upon exercise of the Repurchase Option herein provided for, Purchaser agrees at the Closing hereunder, to deliver to and deposit with the Escrow Agent named in the Joint Escrow Instructions attached to the Option Agreement as Exhibit B, the certificate or certificates evidencing the Option Stock subject to the Repurchase Option and two Assignments Separate from Certificate duly executed (with date and number of shares in blank) in the form attached to the Option Agreement as Exhibit D. Such documents are to be held by the Escrow Agent and delivered by the Escrow Agent pursuant to the Joint Escrow Instructions, which instructions shall also be delivered to the Escrow Agent at the Closing hereunder.

(b) Within 30 days after the last day of each successive completed calendar quarter after the Closing Date, if Purchaser so requests, the Escrow Agent will deliver to Purchaser certificates representing so many shares of Stock as are no longer subject to the Repurchase Option (less such shares as have been previously delivered). Ninety days after cessation of Purchaser's employment with the Company the Company will direct the Escrow Agent to deliver to Purchaser a certificate or certificates representing the number of shares not repurchased by the Company or its assignees pursuant to exercise of the Repurchase Option (less such shares as have been previously delivered).

SECTION 6: ADJUSTMENT OF SHARES

Subject to the provisions of the Articles of Incorporation of the Company, if, from time to time during the term of the Repurchase Option:

(a) there is any stock dividend or liquidating dividend of cash and/or property, stock split or other change in the character or amount of any of the outstanding securities of the Company, or

(b) there is any consolidation, merger or sale of all or substantially all, of the assets of the Company,

then, in such event, any and all new, substituted or additional securities or other property to which Purchaser is entitled by reason of Purchaser's ownership of the shares shall be immediately subject to such Repurchase Option with the same force and effect as the shares of Option Stock from time to time subject to the Repurchase Option. While the total Option Price shall remain the same after each such event, the Option Price per share of Option Stock upon exercise of the Repurchase Option shall be appropriately and equitably adjusted as determined by the Board of Directors of the Company.

SECTION 7: THE COMPANY'S RIGHT OF FIRST REFUSAL.

Before any shares of Stock registered in the name of Purchaser and not subject to the Repurchase Option may be sold or transferred, such shares shall first be offered to the Company as set forth in the Option Agreement.

SECTION 8: PURCHASER'S RIGHTS AFTER EXERCISE OF REPURCHASE OPTION OR RIGHT OF
FIRST REFUSAL.

If the Company makes available, at the time and place and in the amount and form provided in this Agreement, the consideration for the Stock to be repurchased in accordance with the provisions of Sections 2 and 7 of this Agreement, then from and after such time the person from whom such shares are to be repurchased shall no longer have any rights as a holder of such shares (other than the right to receive payment of such consideration in accordance with this Agreement). Such shares shall be deemed to have been repurchased in accordance with the applicable provisions hereof, whether or not the certificate(s) therefor have been delivered as required by this Agreement.

SECTION 9: TRANSFER BY PURCHASER TO CERTAIN TRUSTS.

Purchaser shall have the right to transfer all or any portion of Purchaser's interest in the shares issued under this Agreement which have been delivered to Purchaser under the provisions of Section 5 of this Agreement, to a trust established by Purchaser for the benefit of Purchaser, Purchaser's spouse or Purchaser's children, without being subject to the provisions of Section 7 hereof, provided that the trustee on behalf of the trust shall agree in writing to be bound by the terms and conditions of this Agreement. The transferee shall execute a copy of Exhibit C attached to the Option Agreement and file the same with the Secretary of the Company.

SECTION 10: LEGEND OF SHARES.

All certificates representing the Stock purchased under this Agreement shall, where applicable, have endorsed thereon the legends set forth in the Option Agreement and any other legends required by applicable securities laws.

SECTION 11: PURCHASER'S INVESTMENT REPRESENTATIONS.

(a) This Agreement is made with Purchaser in reliance upon Purchaser's representation to the Company, which by Purchaser's acceptance hereof Purchaser confirms, that the Stock which Purchaser will receive will be acquired with Purchaser's own funds for investment for an indefinite period for Purchaser's own account, not as a nominee or agent, and not with a view to the sale or distribution of any part thereof, and that Purchaser has no present intention of selling, granting participation in, or otherwise distributing the same, but subject, nevertheless, to any requirement of law that the disposition of Purchaser's property shall at all times be within Purchaser's control. By executing this Agreement, Purchaser further represents that Purchaser does not have any contract, understanding or agreement with any person to sell, transfer, or grant participation, to such person or to any third person, with respect to any of the Stock.

(b) Purchaser understands that the Stock will not be registered or qualified under federal or state securities laws on the ground that the sale provided for in this Agreement is exempt from registration or qualification under federal or state securities laws and that the Company's reliance on such exemption is predicated on Purchaser's representations set forth herein.

(c) Purchaser agrees that in no event will Purchaser make a disposition of any of the Stock (including a disposition under Section 9 of this Agreement), unless and until (i) Purchaser shall have notified the Company of the proposed disposition and shall have furnished the Company with a statement of the circumstances surrounding the proposed disposition and (ii) Purchaser shall have furnished the Company with an opinion of counsel satisfactory to the Company to the effect that (A) such disposition will not require registration or qualification of such Stock under federal or state securities laws or (B) appropriate action necessary for compliance with the federal or state securities laws has been taken or (iii) the Company shall have waived, expressly and in writing, its rights under clauses (i) and (ii) of this section.

(d) With respect to a transaction occurring prior to such date as the Plan and Stock thereunder are covered by a valid Form S-8 or similar federal registration statement, this subsection shall apply unless the transaction is covered by the exemption in Nevada General Corporation Law or a similar broad based exemption. In connection with the investment representations made herein, Purchaser represents that Purchaser is able to fend for himself or herself in the transactions contemplated by this Agreement, has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of Purchaser's investment, has the ability to bear the economic risks of Purchaser's investment and has been furnished with and has had access to such information as would be made available in the form of a registration statement together with such additional information as is necessary to verify the accuracy of the information supplied and to have all questions answered by the Company.

(e) Purchaser understands that if the Company does not register with the Securities and Exchange Commission pursuant to Section 12 of the Securities Exchange Act of 1934, as amended (the "Exchange Act") or if a registration statement covering the Stock (or a filing pursuant to the exemption from registration under Regulation A of the Securities Act of 1933) under the Securities Act of 1933 is not in effect when Purchaser desires to sell the Stock, Purchaser may be required to hold the Stock for an indeterminate period. Purchaser also acknowledges that Purchaser understands that any sale of the Stock which might be made by Purchaser in reliance upon Rule 144 under the Securities Act of 1933 may be made only in limited amounts in accordance with the terms and conditions of that Rule.

SECTION 12: ASSISTANCE TO PURCHASER UNDER RULE 144.

The Company covenants and agrees that (a) at all times after it first becomes subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, it will use its best efforts to comply with the current public information requirements of Rule 144(c)(1) under the Securities Act of 1933, and that if prior to becoming subject to such reporting requirements an over-the-counter market develops for the Stock, it will make publicly available the information required by Rule 144(c)(2); (b) it will furnish Purchaser, upon request, with all information required for the preparation and filing of Form 144; and (c) it will on a timely basis use its best efforts to file all reports required to be filed and make all disclosures, including disclosures of materially adverse information, required to permit Purchaser to make the required representations in Form 144.

SECTION 13: NO DUTY TO TRANSFER IN VIOLATION HEREUNDER.

The Company shall not be required (a) to transfer on its books any shares of Stock of the Company which shall have been sold or transferred in violation of any of the provisions set forth in this Agreement or (b) to treat as owner of such shares or to accord the right to vote as such owner or to pay dividends to any transferee to whom such shares shall have been so transferred.

SECTION 14: RIGHTS OF PURCHASER.

Except as otherwise provided herein, Purchaser shall, during the term of this Agreement, exercise all rights and privileges of a stockholder of the Company with respect to the Stock.

SECTION 15: OTHER NECESSARY ACTIONS.

The parties agree to execute such further instruments and to take such further action as may reasonably be necessary to carry out the intent of this Agreement.

SECTION 16: NOTICE.

Any notice required or permitted hereunder shall be given in writing and shall be deemed effectively given upon the earliest of personal delivery, receipt or the third full day following deposit in the United States Post Office with postage and fees prepaid, addressed to the other party hereto at the address last known or at such other address as such party may designate by 10 days' advance written notice to the other party hereto.

SECTION 17: SUCCESSORS AND ASSIGNS.

This Agreement shall inure to the benefit of the successors and assigns of the Company and, subject to the restrictions on transfer herein set forth, be binding upon Purchaser and Purchaser's heirs, executors, administrators, successors and assigns. The failure of the Company in any instance to exercise the Repurchase Option or rights of first offer described herein shall not constitute a waiver of any other Repurchase Option or right of first offer that may subsequently arise under the provisions of this Agreement. No waiver of any breach or condition of this Agreement shall be deemed to be a waiver of any other or subsequent breach or condition, whether of a like or different nature.

SECTION 18: APPLICABLE LAW.

This Agreement shall be governed by, and construed in accordance with, the laws of the State of Nevada, as such laws are applied to contracts entered into and performed in such state.

SECTION 19: NO STATE QUALIFICATION.

THE SALE OF THE SECURITIES WHICH ARE THE SUBJECT OF THIS AGREEMENT HAS NOT BEEN QUALIFIED WITH THE COMMISSIONER OF CORPORATIONS OF THE STATE OF NEVADA AND THE ISSUANCE OF SUCH SECURITIES OR THE PAYMENT OR RECEIPT OF ANY PART OF THE CONSIDERATION THEREFOR PRIOR TO SUCH QUALIFICATION IS UNLAWFUL, UNLESS THE SALE OF SECURITIES IS EXEMPT FROM THE QUALIFICATION. THE RIGHTS OF ALL PARTIES TO THIS AGREEMENT ARE EXPRESSLY CONDITIONED UPON SUCH QUALIFICATION BEING OBTAINED, UNLESS THE SALE IS SO EXEMPT.

SECTION 20: NO ORAL MODIFICATION.

No modification of this Agreement shall be valid unless made in writing and signed by the parties hereto.

SECTION 21: ENTIRE AGREEMENT.

This Agreement and the Option Agreement constitute the entire complete and final agreement between the parties hereto with regard to the subject matter hereof.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written.

ANZA CAPITAL, INC. PURCHASER

By ----------------------------- -----------------------------

ANZA CAPITAL, INC.
A NEVADA CORPORATION

STOCK EXCHANGE AGREEMENT

This Stock Exchange Agreement (the "Agreement") is entered into effective this 28th day of February, 2003 by and between Anza Capital, Inc., a Nevada corporation ("Anza" or the "Company") and Keyway Investments, Ltd. (the "Shareholder"). Each of the Company and the Shareholder shall be referred to as a "Party" and collectively as the "Parties."

RECITALS

WHEREAS, the Company has undertaken a recapitalization of its corporate structure, which will include (but not be limited to) the voluntary exchange of certain preferred stock for newly created preferred stock, the exchange of debt and warrants for stock, and a reverse stock split (the "Recapitalization");

WHEREAS, the Shareholder is the record and beneficial owner of 4,006 shares of Series C Convertible Preferred Stock (the "Surrendered Shares");

WHEREAS, in connection with the Recapitalization, the Company has offered for the Shareholder to convert the Surrendered Shares into 8,181,491 shares of Company common stock (the "Conversion Common Shares"), 2003 shares of newly created Series D Convertible Preferred Stock (the "Preferred Exchange Shares"), and warrants to acquire 183,168 shares of Company common stock (the "Exchange Warrants"), in accordance with the terms and conditions hereof, and the Shareholder desires to accept the offer and consummate the exchange.

NOW, THEREFORE, for good and adequate consideration, the receipt of which is hereby acknowledged, the Parties covenant, promise and agree as follows:

AGREEMENT

1. TERMS OF THE EXCHANGE: The Exchange shall be consummated on the following terms and conditions:

(a) Within three (3) business days of the execution of this Agreement, the Shareholder shall surrender to the Company the Surrendered Shares, duly endorsed for transfer to the Company.

(b) Effective as of the date of this Agreement, the Shareholder shall convert 2003 of the Surrendered Shares into the Conversion Common Shares. The Conversion Common Shares shall be validly issued, fully paid, and non assessable, shall be restricted in accordance with Rule 144 promulgated under the Securities Act of 1933, and shall be subject to a 20-for-1 reverse stock split currently contemplated as part of the Recapitalization.

(c) Effective as of the Exchange Date (as hereinafter defined), the remaining number of Surrendered Shares not exchanged for Conversion Common Shares shall automatically be exchanged for the Preferred Exchange Shares and the Exchange Warrants. The Preferred Exchange Shares shall be validly issued, fully paid, and non assessable, and shall be restricted in accordance with Rule 144 promulgated under the Securities Act of 1933.

(d) The rights, privileges, and preferences of the Preferred Exchange Shares shall be as set forth in the Certificate of Designation of the Rights, Preferences, Privileges and Restrictions of the Series D Convertible Preferred Stock of Anza Capital, Inc., a copy of which is attached hereto as Exhibit "A" (the "Certificate of Designation").

(e) The Exchange Warrants shall be exercisable for a period of five (5) years from the Exchange Date, and shall have an exercise price as follows: (i) 61,056 shares at $0.50 per share, (ii) 61,056 shares at $0.75 per share, and
(iii) 61,056 shares at $0.95 per share. The warrant agreements have been attached hereto as Exhibits "B-D."

(f) The Exchange Date shall be the date on which the Certificate of Designation is filed with the Nevada Secretary of State, which date is anticipated to be within three (3) business days of the completion of the Company's Annual Shareholders Meeting.

(g) The Company's Annual Shareholders Meeting is currently scheduled for the middle of April, 2003. If the Company's Annual Shareholders Meeting does not take place on or before June 30, 2003 (the "Termination Date"), then this Agreement and the exchange of the remaining Surrendered Shares for Preferred Exchange Shares shall automatically be cancelled. In such an event, the exchange of Surrendered Shares for Conversion Common Shares shall remain effective as of the date of this Agreement.

(h) Between the date of this Agreement and the Termination Date, the Shareholder shall remain the record and beneficial owner of the Surrendered Shares not exchanged for Conversion Common Shares, and shall have all voting power associated therewith; however, the Shareholder hereby waives and suspends its rights to dividends, its conversion rights, redemption rights, and all other rights set forth in the Certificate of Designations, Preferences and Rights of Series C Convertible Preferred Stock of E-Net Financial.com Corporation dated April 7, 2000 until the earlier to occur of the Exchange Date or the Termination Date. In the event this Agreement is terminated on the Termination Date, then all rights waived and suspended by this subsection shall be reinstated effective as of the date of this Agreement.

2. REPRESENTATIONS, WARRANTIES AND AGREEMENTS BY SHAREHOLDER: The Shareholder hereby represents, warrants and agrees as follows:

(a) Shareholder shall transfer title in and to the Surrendered Shares to the Company free and clear of all liens, security interests, pledges, encumbrances, charges, restrictions, demands and claims, of any kind or nature whatsoever, whether direct or indirect or contingent. This Agreement has been duly executed and delivered by the Shareholder. This Agreement constitutes, and upon execution and delivery thereof by the Shareholder, will constitute, a valid and binding agreement of the Shareholder enforceable against the Shareholder in accordance with its respective terms.

(b) The Shareholder is not a party to any partnership, management, shareholders' or joint venture or similar agreement which would affect the Shareholder's performance of this Agreement or the Shareholder's representation and warranties in this Agreement.

(c) No form of general solicitation or general advertising was used by the Shareholder or the Company or, to the best of its actual knowledge, any other person acting on behalf of the Shareholder or the Company, in connection with the exchange. Neither the Shareholder, nor, to its knowledge, any person acting on behalf of the Shareholder, has, either directly or indirectly, sold or offered for sale to any person (other than the Company) any of the Surrendered Shares, and the Shareholder represents that neither itself nor any person authorized to act on its behalf (except that the Shareholder makes no representation as to the Company) will sell or offer for sale any such security to, or solicit any offers to buy any such security from, or otherwise approach or negotiate in respect thereof with, any person or persons so as thereby to cause the issuance or sale of any of the Surrendered Shares to be in violation of any of the provisions of Section 5 of the Securities Act of 1933 or any other provision of law.

(d) None of the Surrendered Shares are or will be subject to any voting trust or agreement. No person holds or has the right to receive any proxy or similar instrument with respect to the Surrendered Shares. Except as provided in this Agreement, the Shareholder is not a party to any agreement which offers or grants to any person the right to purchase or acquire any of the Surrendered Shares. There is no applicable local, state or federal law, rule, regulation, or decree which would, as a result of the sale contemplated by this Agreement, impair, restrict or delay any voting rights with respect to the Surrendered Shares.

(e) The representations and warranties herein by the Shareholder will be true and correct in all material respects on and as of the date hereof and will, except as provided herein, survive the Exchange Date.

(f) The Shareholder acknowledges that the Shareholder has been furnished with such financial and other information concerning the Company, the directors and officers of the Company, the business of the Company, and the proposed Recapitalization of the Company as the Shareholder considers necessary in connection with the Shareholder's exchange of the Surrendered Shares. As a result, the Shareholder is familiar with the business, operations, properties, financial condition, and recapitalization plan of the Company and has discussed with officers or legal counsel of the Company any questions the Shareholder may have had with respect thereto. The Shareholder has consulted with the Shareholder's own legal, accounting, tax, investment and other advisers with respect to the tax treatment, merits, and risks of the transactions contemplated hereby.

(g) The Shareholder hereby agrees to indemnify and defend the Company and its directors and officers and hold them harmless from and against any and all liability, damage, cost or expense incurred on account of or arising out of:

(i) Any breach of or inaccuracy in the Shareholder's representations, warranties or agreements herein;

(ii) Any disposition of any Surrendered Shares contrary to any of the Shareholder's representations, warranties or agreements herein;

(iii) Any action, suit or proceeding based on a claim that any of said representations, warranties or agreements were inaccurate or misleading or otherwise cause for obtaining damages or redress from the Company or any director or officer of the Company.

(h) The representations, warranties and agreements contained in this Agreement shall be binding on the Shareholder's successors, assigns, heirs and legal representatives and shall inure to the benefit of the respective successors and assigns of the Company and its directors and officers.

(i) Shareholder shall deliver, along with a signed copy of this Agreement, all stock certificates representing the Surrendered Shares, fully endorsed to the Company or accompanied by an Irrevocable Stock Power transferring the Surrendered Shares to the Company.

3. REPRESENTATIONS, WARRANTIES AND AGREEMENTS BY THE COMPANY: The Company hereby represents, warrants and agrees as follows:

(a) The Company is a corporation duly organized, validly existing and in good standing under the laws of Nevada, with full power and authority to own, lease, use, and operate its properties and to carry on its business as and where now owned, leased, used, operated and conducted. The Company has all requisite corporate power and authority to enter into and perform this Agreement and to consummate the transactions contemplated hereby and to effect the exchange of the shares in accordance with the terms hereof.

(b) The information heretofore furnished by the Company to the Share- holder for purposes of or in connection with this Agreement or any transaction contemplated hereby does not, and all such information hereafter furnished by the Company to the Shareholder will not (in each case taken together and on the date as of which such information is furnished), contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements contained therein, in the light of the circumstances under which they are made, not misleading.

(c) The representations and warranties herein by the Company will be true and correct in all material respects on and as of the date hereof and will, except as provided herein, survive the Exchange Date.

4. CONFIDENTIALITY. Each Party hereto will hold and will cause its agents, officers, directors, attorneys, employees, consultants and advisors to hold in strict confidence, unless compelled to disclose by judicial or administrative process or, in the opinion of its counsel, by other requirements of law, all documents and information concerning any other Party furnished it by such other Party or its representatives in connection with the subject matter hereof (except to the extent that such information can be shown to have been (i) previously known by the Party to which it was furnished, (ii) in the public domain through no fault of such Party, or (iii) later lawfully acquired from other sources by the Party to which it was furnished), and each Party will not release or disclose such information to any other person, except its auditors, attorneys, financial advisors, bankers and other consultants and advisors in connection with this Agreement. Each Party shall be deemed to have satisfied its obligation to hold confidential information concerning or supplied by the other Party if it exercises the same care as it takes to preserve confidentiality for its own similar information. Notwithstanding the foregoing, the Parties acknowledge that this Agreement shall be discussed in, and will be filed as an exhibit to, the Company's filings with the Securities and Exchange Commission.

5. This Agreement may not be amended, canceled, revoked or otherwise modified except by written agreement subscribed by all of the Parties to be charged with such modification.

6. This Agreement shall be binding upon and shall inure to the benefit of the Parties hereto and their respective partners, employees, agents, servants, heirs, administrators, executors, successors, representatives and assigns.

7. All Parties hereto agree to pay their own costs and attorneys' fees except as follows:

(a) In the event of any action, suit or other proceeding instituted to remedy, prevent or obtain relief from a breach of this Agreement, arising out of a breach of this Agreement, involving claims within the scope of the releases contained in this Agreement, or pertaining to a declaration of rights under this Agreement, the prevailing Party shall recover all of such Party's attorneys' fees and costs incurred in each and every such action, suit or other proceeding, including any and all appeals or petitions therefrom.

(b) As used herein, attorneys' fees shall be deemed to mean the full and actual costs of any legal services actually performed in connection with the matters involved, calculated on the basis of the usual fee charged by the attorneys performing such services.

8. This Agreement and the rights of the parties hereunder shall be governed by and construed in accordance with the laws of the State of California including all matters of construction, validity, performance, and enforcement and without giving effect to the principles of conflict of laws. Venue for any action brought under this Agreement shall be in the appropriate court in Orange County, California.

9. The Parties agree and stipulate that each and every term and condition contained in this Agreement is material, and that each and every term and condition may be reasonably accomplished within the time limitations, and in the manner set forth in this Agreement.

10. The Parties agree and stipulate that time is of the essence with respect to compliance with each and every item set forth in this Agreement.

11. This Agreement, along with the exhibits hereto, sets forth the entire agreement and understanding of the Parties hereto and supersedes any and all prior agreements, arrangements and understandings related to the subject matter hereof. No understanding, promise, inducement, statement of intention, representation, warranty, covenant or condition, written or oral, express or implied, whether by statute or otherwise, has been made by any party hereto which is not embodied in this Agreement or the written statements, certificates, or other documents delivered pursuant hereto or in connection with the transactions contemplated hereby, and no Party hereto shall be bound by or liable for any alleged understanding, promise, inducement, statement, representation, warranty, covenant or condition not so set forth.

12. This Agreement may be executed in one or more counterparts, each of which when executed and delivered shall be an original, and all of which when executed shall constitute one and the same instrument.

IN WITNESS WHEREOF, the Parties hereto, agreeing to be bound hereby, execute this Agreement upon the date first set forth above.

"Shareholder"                                 "Company"


Keyway  Investments,  Ltd.                    Anza  Capital,  Inc.


/s/  Paul  Moore                              /s/  Vincent  Rinehart
-------------------------                     ----------------------
By:  Paul  Moore                              By:  Vincent  Rinehart
Its:  Director                                Its:   President

THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED ("THE ACT"), OR THE SECURITIES LAWS OF ANY STATE, AND MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO (i) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND ANY APPLICABLE STATE LAWS, (ii) TO THE EXTENT APPLICABLE, RULE 144 UNDER THE ACT (OR ANY SIMILAR RULE UNDER THE ACT RELATING TO THE DISPOSITION OF SECURITIES), OR (iii) AN OPINION OF COUNSEL, IF SUCH OPINION SHALL BE REASONABLY SATISFACTORY TO COUNSEL TO THE ISSUER, THAT AN EXEMPTION FROM REGISTRATION UNDER THE ACT AND APPLICABLE STATE LAW IS AVAILABLE.

Keyway  No.  1                      WARRANT

                               Anza  Capital,  Inc.

              (Incorporated  under  the  laws  of  the  State  of  Nevada)

THIS IS TO CERTIFY that, for value received, Keyway Investments, Ltd., or its assigns (the "Holder") is entitled, subject to the terms and conditions set forth herein, to purchase from Anza Capital, Inc., a Nevada corporation (the "Company") up to Sixty One Thousand Fifty Six (61,056) fully paid and nonassessable shares of common stock of the Company (the "Warrant Securities") at the initial price of $0.50 per share but subject to adjustment as provided in
Section 3 below, (the "Exercise Price"), upon payment by cashier's check or wire transfer of the Exercise Price for such shares of the Common Stock to the Company at the Company's offices.

1. EXERCISABILITY. This Warrant may be exercised in whole or in part at any time, or from time to time, between the date of April 11, 2003 and 5:00 p.m. Pacific Time on April 11, 2008, by presentation and surrender hereof to the Company of a notice of election to purchase duly executed and accompanied by payment by check or wire transfer of the Exercise Price.

2. MANNER OF EXERCISE. In case of the purchase of less than all the Warrant Securities, the Company shall cancel this Warrant upon the surrender hereof and shall execute and deliver a new warrant of like tenor for the balance of the Warrant Securities. Upon the exercise of this Warrant, the issuance of certificates for securities, properties or rights underlying this Warrant shall be made forthwith (and in any event within five (5) business days thereafter) without charge to the Holder including, without limitation, any tax that may be payable in respect of the issuance thereof: provided, however, that the Company shall not be required to pay any tax in respect of income or capital gain of the Holder.

If and to the extent this Warrant is exercised, in whole or in part, the Holder shall be entitled to receive a certificate or certificates representing the Warrant Securities so purchased, upon presentation and surrender to the Company of the form of election to purchase attached hereto duly executed, and accompanied by payment of the purchase price.

3. ADJUSTMENT IN NUMBER OF SHARES.

(A) Adjustment for Reclassifications. In case at any time or from time to time after the issue date the holders of the Common Stock of the Company (or any shares of stock or other securities at the time receivable upon the exercise of this Warrant) shall have received, or, on or after the record date fixed for the determination of eligible stockholders, shall have become entitled to receive, without payment therefore, other or additional stock or other securities or property (including cash) by way of stock split, spin-off, reclassification, combination of shares or similar corporate rearrangement (exclusive of any stock dividend of its or any subsidiary's capital stock), then and in each such case the Holder of this Warrant, upon the exercise hereof as provided in Section 1, shall be entitled to receive the amount of stock and other securities and property which such Holder would hold on the date of such exercise if on the issue date he had been the holder of record of the number of shares of Common Stock of the Company called for on the face of this Warrant and had thereafter, during the period from the issue date, to and including the date of such exercise, retained such shares and/or all other or additional stock and other securities and property receivable by him as aforesaid during such period, giving effect to all adjustments called for during such period. In the event of any such adjustment, the Exercise Price shall be adjusted proportionally.

(B) Adjustment for Reorganization, Consolidation, Merger. In case of any reorganization of the Company (or any other corporation the stock or other securities of which are at the time receivable on the exercise of this Warrant) after the issue date, or in case, after such date, the Company (or any such other corporation) shall consolidate with or merge into another corporation or convey all or substantially all of its assets to another corporation, then and in each such case the Holder of this Warrant, upon the exercise hereof as provided in Section 1 at any time after the consummation of such reorganization, consolidation, merger or conveyance, shall be entitled to receive, in lieu of the stock or other securities or property to which such Holder would be entitled had the Holder exercised this Warrant immediately prior thereto, all subject to further adjustment as provided herein; in each such case, the terms of this Warrant shall be applicable to the shares of stock or other securities or property receivable upon the exercise of this Warrant after such consummation.

4. NO REQUIREMENT TO EXERCISE. Nothing contained in this Warrant shall be construed as requiring the Holder to exercise this Warrant prior to or in connection with the effectiveness of a registration statement.

5. NO STOCKHOLDER RIGHTS. Unless and until this Warrant is exercised, this Warrant shall not entitle the Holder hereof to any voting rights or other rights as a stockholder of the Company, or to any other rights whatsoever except the rights herein expressed, and, no dividends shall be payable or accrue in respect of this Warrant.

6. REGISTRATION RIGHTS. If the Company at any time proposes to register any of its securities under the Act, including under an SB-2 Registration Statement or otherwise, it will at such time give written notice to all holders of outstanding warrants of its intention so to do. Upon the written request of a holder or holders of any such warrants given within 30 days after receipt of any such notice, the Company will use its best efforts to cause all shares underlying the exercise of such warrants to be registered under the Act (with the securities which the Company at the time propose to register); provided, however, that the Company may, as a condition precedent to its effective such registration, require each Holder to agree with the Company and the managing underwriter or underwriters of the offering to be made by the Company in connection with such registration that such Holder will not sell any securities of the same class or convertible into the same class as those registered by the Company (including any class into which the securities registered by the Company are convertible) for such reasonable period after such registration becomes effective (not exceeding 90 days) as shall then be specified in writing by such underwriter or underwriters if in the opinion of such underwriter or underwriters the Company's offering would be materially adversely affected in the absence of such an agreement. All expenses incurred by the Company in complying with this Section, including without limitation all registration and filing fees, listing fees, printing expenses, fees and disbursements of all independent accountants, or counsel for the Company and the expense of any special audits incident to or required by any such registration and the expenses of complying with the securities or blue sky laws of any jurisdiction shall be paid by the Company.

7. EXCHANGE. This Warrant is exchangeable upon the surrender hereof by the Holder to the Company for new warrants of like tenor representing in the aggregate the right to purchase the number of Warrant Securities purchasable hereunder, each of such new warrants to represent the right to purchase such number of Warrant Securities as shall be designated by the Holder at the time of such surrender.

Upon receipt by the Company of evidence reasonably satisfactory to it of the loss, theft, destruction or mutilation of this Warrant, and, in case of loss, theft or destruction, of indemnity or security reasonably satisfactory to it and reimbursement to the company of all reasonable expenses incidental thereto, and upon surrender and cancellation hereof, if mutilated, the Company will make and deliver a new warrant of like tenor and amount, in lieu hereof.

8. ELIMINATION OF FRACTIONAL INTERESTS. The Company shall not be required to issue certificates representing fractions of securities upon the exercise of this Warrant, nor shall it be required to issue scrip or pay cash in lieu of fractional interests. All fractional interests shall be eliminated by rounding any fraction up to the nearest whole number of securities, properties or rights receivable upon exercise of this Warrant.

9. RESERVATION OF SECURITIES. The Company shall at all times reserve and keep available out of its authorized shares of Common Stock or other securities, solely for the purpose of issuance upon the exercise of this Warrant, such number of shares of Common Stock or other securities, properties or rights as shall be issuable upon the exercise hereof. The Company covenants and agrees that, upon exercise of this Warrant and payment of the Principal Value, all shares of Common Stock and other securities issuable upon such exercise shall be duly and validly issued, fully paid, non-assessable and not subject to the preemptive rights of any stockholder.

10. NOTICES TO HOLDER. If at any time prior to the expiration of this Warrant or its exercise, any of the following events shall occur:

(a) the Company shall take a record of the holders of any class of its securities for the purpose of entitling them to receive a dividend or distribution payable otherwise than in cash, or a cash dividend or distribution payable otherwise than out of current or retained earnings, as indicated by the accounting treatment of such dividend or distribution on the books of the Company; or

(b) the Company shall offer to all the holders of a class of its securities any additional shares of capital stock of the Company or securities convertible into or exchangeable for shares of capital stock of the Company, or any option or warrant to subscribe therefor; or

(c) a dissolution, liquidation or winding up of the Company (other than in connection with a consolidation or merger) or a sale of all or substantially all of its property, assets and business as an entirety shall be proposed.

then, in any one or more said events, the Company shall give written notice of such event to the Holder at least fifteen (15) days prior to the date fixed as a record date or the date of closing the transfer books for the determination of the stockholder entitled to such dividend, distribution, convertible or exchangeable securities or subscription rights, or entitled to vote on such proposed dissolution, liquidation, winding up or sale. Such notice shall specify such record date or the date of closing the transfer books, as the case may be.

11. TRANSFERABILITY. This Warrant may be transferred or assigned by the Holder only with the express written permission of the Company.

12. INFORMATIONAL REQUIREMENTS. The Company will transmit to the Holder such information, documents and reports as are generally distributed to stockholders of the Company concurrently with the distribution thereof to such stockholders.

13. NOTICE. Notices to be given to the Company or the Holder shall be deemed to have been sufficiently given if delivered personally or sent by overnight courier or messenger, or by facsimile transmission. Notices shall be deemed to have been received on the date of personal delivery or facsimile transmission. The address of the Company and of the Holder shall be as set forth in the Company's books and records.

14. CONSENT TO JURISDICTION AND SERVICE. The Company consents to the jurisdiction of any court of the State of California, and of any federal court located in California, in any action or proceeding arising out of or in connection with this Warrant. The Company waives personal service of any summons, complaint or other process in connection with any such action or proceeding and agrees that service thereof may be made, by certified mail directed to the Company at the location provided in Section 13 hereof, or, in the alternative, in any other form or manner permitted by law. Orange County, California shall be proper venue.

15. SUCCESSORS. All the covenants and provisions of this Warrant shall be binding upon and inure to the benefit of the Company, the Holder and their respective legal representatives, successors and assigns.

16. ATTORNEYS FEES. In the event the Holder or any holder hereof shall refer this Warrant to an attorney to enforce the terms hereof, the Company agrees to pay all the costs and expenses incurred in attempting or effecting collection hereunder, including reasonable attorney's fees, whether or not suit is instituted.

17. GOVERNING LAW. THIS WARRANT SHALL BE GOVERNED, CONSTRUED AND INTERPRETED UNDER THE LAWS OF THE STATE OF CALIFORNIA, WITHOUT GIVING EFFECT TO THE RULES GOVERNING CONFLICTS OF LAW.

IN WITNESS WHEREOF, the Company has caused this Warrant to be executed by the signature of its President and to be delivered in Santa Ana, California.

Dated:  April  11,  2003                     Anza  Capital,  Inc.,
                                             a  Nevada  corporation


                                             /s/ Vincent Rinehart
                                             -----------------------------

By: Vincent Rinehart Its: President

[FORM OF ELECTION TO PURCHASE]

The undersigned, the holder of the attached Warrant, hereby irrevocably elects to exercise the purchase right represented by this Warrant Certificate for, and to purchase securities of Anza Capital, Inc. and herewith makes payment of $___________ therefor, and requests that the certificates for such securities be issued in the name of, and delivered to _______________________, whose address is _________________________________________.

Dated:     ____________________,  20___          _______________________________
                                                 By:  __________________________


                                             (Signature  must  conform  in  all
                                             respects  to  name  of  holder  as
                                             specified  on  the  face  of  the
                                             Warrant  Certificate)

(Insert Social Security or Other Identifying Number of Holder)

Keyway No. 2 WARRANT

Anza Capital, Inc.

(Incorporated under the laws of the State of Nevada)

THIS IS TO CERTIFY that, for value received, Keyway Investments, Ltd., or its assigns (the "Holder") is entitled, subject to the terms and conditions set forth herein, to purchase from Anza Capital, Inc., a Nevada corporation (the "Company") up to Sixty One Thousand Fifty Six (61,056) fully paid and nonassessable shares of common stock of the Company (the "Warrant Securities") at the initial price of $0.75 per share but subject to adjustment as provided in
Section 3 below, (the "Exercise Price"), upon payment by cashier's check or wire transfer of the Exercise Price for such shares of the Common Stock to the Company at the Company's offices.

3. ADJUSTMENT IN NUMBER OF SHARES.

10. NOTICES TO HOLDER. If at any time prior to the expiration of this Warrant or its exercise, any of the following events shall occur:

11. TRANSFERABILITY. This Warrant may be transferred or assigned by the Holder only with the express written permission of the Company.

17. GOVERNING LAW. THIS WARRANT SHALL BE GOVERNED, CONSTRUED AND INTERPRETED UNDER THE LAWS OF THE STATE OF CALIFORNIA, WITHOUT GIVING EFFECT TO THE RULES GOVERNING CONFLICTS OF LAW.

IN WITNESS WHEREOF, the Company has caused this Warrant to be executed by the signature of its President and to be delivered in Santa Ana, California.

Dated:  April  11,  2003                     Anza  Capital,  Inc.,
                                             a  Nevada  corporation


                                             /s/  Vincent  Rinehart
                                             -----------------------------------

By: Vincent Rinehart Its: President

[FORM OF ELECTION TO PURCHASE]

Dated:     ____________________,  20___           ______________________________
                                                  By: __________________________


                                             (Signature  must  conform  in  all
                                             respects  to  name  of  holder  as
                                             specified  on  the  face  of  the
                                             Warrant  Certificate)


                                             ___________________________________
                                             (Insert  Social  Security  or Other
                                             Identifying  Number  of  Holder)

Keyway No. 3 WARRANT

Anza Capital, Inc.

(Incorporated under the laws of the State of Nevada)

THIS IS TO CERTIFY that, for value received, Keyway Investments, Ltd., or its assigns (the "Holder") is entitled, subject to the terms and conditions set forth herein, to purchase from Anza Capital, Inc., a Nevada corporation (the "Company") up to Sixty One Thousand Fifty Six (61,056) fully paid and nonassessable shares of common stock of the Company (the "Warrant Securities") at the initial price of $0.95 per share but subject to adjustment as provided in
Section 3 below, (the "Exercise Price"), upon payment by cashier's check or wire transfer of the Exercise Price for such shares of the Common Stock to the Company at the Company's offices.

3. ADJUSTMENT IN NUMBER OF SHARES.

10. NOTICES TO HOLDER. If at any time prior to the expiration of this Warrant or its exercise, any of the following events shall occur:

11. TRANSFERABILITY. This Warrant may be transferred or assigned by the Holder only with the express written permission of the Company.

17. GOVERNING LAW. THIS WARRANT SHALL BE GOVERNED, CONSTRUED AND INTERPRETED UNDER THE LAWS OF THE STATE OF CALIFORNIA, WITHOUT GIVING EFFECT TO THE RULES GOVERNING CONFLICTS OF LAW.

IN WITNESS WHEREOF, the Company has caused this Warrant to be executed by the signature of its President and to be delivered in Santa Ana, California.

Dated:  April  11,  2003                     Anza  Capital,  Inc.,
                                             a  Nevada  corporation


                                             /s/ Vincent  Rinehart
                                             ------------------------------

By: Vincent Rinehart Its: President

[FORM OF ELECTION TO PURCHASE]

Dated:     ____________________,  20___           ______________________________
                                                  By: __________________________


                                             (Signature  must  conform  in  all
                                             respects  to  name  of  holder  as
                                             specified  on  the  face  of  the
                                             Warrant  Certificate)


                                             ___________________________________
                                             (Insert  Social  Security  or Other
                                             Identifying  Number  of  Holder)

ANZA CAPITAL, INC.
A NEVADA CORPORATION

STOCK EXCHANGE AGREEMENT

This Stock Exchange Agreement (the "Agreement") is entered into effective this 28th day of February, 2003 by and between Anza Capital, Inc., a Nevada corporation ("Anza" or the "Company") and Cranshire Capital, L.P. (the "Shareholder"). Each of the Company and the Shareholder shall be referred to as a "Party" and collectively as the "Parties."

RECITALS

WHEREAS, the Shareholder is the record and beneficial owner of 6,151 shares of Series C Convertible Preferred Stock (the "Surrendered Shares");

WHEREAS, in connection with the Recapitalization, the Company has offered for the Shareholder to convert the Surrendered Shares into 12,562,245 shares of Company common stock (the "Conversion Common Shares"), 3075.5 shares of newly created Series D Convertible Preferred Stock (the "Preferred Exchange Shares"), and warrants to acquire 281,244 shares of Company common stock (the "Exchange Warrants"), in accordance with the terms and conditions hereof, and the Shareholder desires to accept the offer and consummate the exchange.

NOW, THEREFORE, for good and adequate consideration, the receipt of which is hereby acknowledged, the Parties covenant, promise and agree as follows:

AGREEMENT

1. TERMS OF THE EXCHANGE: The Exchange shall be consummated on the following terms and conditions:

(a) Within three (3) business days of the execution of this Agreement, the Shareholder shall surrender to the Company the Surrendered Shares, duly endorsed for transfer to the Company.

(b) Effective as of the date of this Agreement, the Shareholder shall convert 3075.5 of the Surrendered Shares into the Conversion Common Shares. The Conversion Common Shares shall be validly issued, fully paid, and non assessable, shall be restricted in accordance with Rule 144 promulgated under the Securities Act of 1933, and shall be subject to a 20-for-1 reverse stock split currently contemplated as part of the Recapitalization.

(e) The Exchange Warrants shall be exercisable for a period of five (5) years from the Exchange Date, and shall have an exercise price as follows: (i) 93,748 shares at $0.50 per share, (ii) 93,748 shares at $0.75 per share, and
(iii) 93,748 shares at $0.95 per share. The warrant agreements have been attached hereto as Exhibits "B-D."