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

                       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: ------------------------------------------

<PAGE>

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

                       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.
<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 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.

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,  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.

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 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  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.