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.

<PAGE>

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.

<PAGE>

                    -   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.

<PAGE>

                    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.

<PAGE>

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:
<PAGE>

                    "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.