CERTIFICATE OF DESIGNATION
                     OF THE RIGHTS, PREFERENCES, PRIVILEGES
                    AND RESTRICTIONS, WHICH HAVE NOT BEEN SET
                    FORTH IN THE CERTIFICATE OF INCORPORATION
                          OR IN ANY AMENDMENT THERETO,
                                     OF THE
                      SERIES D CONVERTIBLE PREFERRED STOCK
                                       OF
                               ANZA CAPITAL, INC.

     The  undersigned,  Vincent  Rinehart,  does  hereby  certify  that:

     A.     He  is  the duly elected and acting President, CEO, and Secretary of
Anza  Capital,  Inc.,  a  Nevada  corporation  (the  "Company").

     B.     Pursuant  to the Unanimous Written Consent of the Board of Directors
of  the  Company  dated  February  28,  2003,  and  approval  of  the  Company's
shareholders  at  a  meeting duly held on April 11, 2003, the Board of Directors
and  Shareholders  duly  adopted  the  following  resolutions:

     WHEREAS,  the  Certificate  of  Incorporation  of  the Company, as amended,
authorizes  a  class  of  stock designated as Preferred Stock, no par value (the
"Preferred  Class"), comprising one million (1,000,000) shares and provides that
the  Board of Directors of the Company may fix the terms, including any dividend
rights,  dividend  rates,  conversion rights, voting rights, rights and terms of
any redemption, redemption price or prices, and liquidation preferences, if any,
of  the  Preferred  Class;

     WHEREAS,  the  Board  of Directors believes it in the best interests of the
Company  to  create  a series of preferred stock consisting of 15,000 shares and
designated  as the "Series D Convertible Preferred Stock" having certain rights,
preferences, privileges, restrictions and other matters relating to the Series D
Convertible  Preferred Stock.  No shares of Series D Convertible Preferred Stock
have  been  issued;

     NOW, THEREFORE, BE IT RESOLVED, that the Board of Directors does hereby fix
and  determine  the  rights,  preferences,  privileges,  restrictions  and other
matters  relating  do  the  Class  A  Convertible  Preferred  Stock  as follows:

     1.  Definitions.  For  purposes  of  this  Certificate  of Designation, the
         ------------
following  definitions  shall  apply:

     1.1  "Board"  shall  mean  the  Board  of  Directors  of  the  Company.

     1.2  "Company"  shall  mean  Anza  Capital,  Inc.,  a  Nevada  corporation.

<PAGE>

     1.3  "Common  Stock"  shall  mean  the  Common  Stock, $0.001 par value per
share, of  the  Company.

     1.4  "Common  Stock Dividend" shall mean a stock dividend declared and paid
on  the  Common  Stock  that  is  payable  in  shares  of  Common  Stock.

     1.5  "Distribution"  shall  mean  the  transfer  of cash or property by the
Company  to  one  or  more of its stockholders without consideration, whether by
dividend  or  otherwise  (except  a  dividend  in  shares  of  Company's stock).

     1.6  "Original  Issue Date" shall mean the date on which the first share of
Series  D  Convertible  Preferred  Stock  is  issued  by  the  Company.

     1.7  "Original  Issue  Price" shall mean $126.81 per share for the Series D
Convertible  Preferred  Stock.

     1.8  "Series  D  Convertible  Preferred  Stock"  shall  mean  the  Series D
Convertible  Preferred  Stock,  no  par  value  per  share,  of  the  Company.

     1.9  "Subsidiary" shall mean any corporation or limited  liability  company
of  which  at  least  fifty  percent  (50%)  of  the outstanding voting stock or
membership  interests,  as  the  case  may  be, is at the time owned directly or
indirectly  by  the  Company  or by one or more of such subsidiary corporations:

     2.  Dividend  Rights.
         ----------------

     2.1  Cash  Dividends.   In  each  calendar  quarter,  the  holders  of  the
          ---------------
then  outstanding  Series  D  Convertible  Preferred  Stock shall be entitled to
receive,  not  later  than  thirty  (30)  days following the end of the previous
applicable quarter, out of any funds and assets of the Company legally available
therefor,  noncumulative  dividends in an amount equal to seven percent (7%) per
annum.  The Company may, at its sole discretion, pay this dividend in cash or in
Common  Stock  valued  at  the average of the closing bid price for the last ten
(10)  trading days of the applicable quarter.  No dividends (other than a Common
Stock  Dividend)  shall be paid, and no Distribution shall be made, with respect
to  the  Common  Stock  unless  dividends in such amount shall have been paid or
declared  and  set  apart for payment to the holders of the Series D Convertible
Preferred  Stock  simultaneously.

     2.2  Participation  Rights.  Other  than  as  set  forth  in  Section  2.1,
          --------------------
dividends  shall  be  declared  pro  rata  on  the Common Stock and the Series D
Convertible  Preferred  Stock  on  a pari passu basis according to the number of
shares  of  Common  Stock  held  by such holders, where each holder of shares of
Series  D  Convertible  Preferred  Stock  is  to  be treated for this purpose as
holding  the number of shares of Common Stock to which the holders thereof would
be  entitled  if  they  converted their shares of Series D Convertible Preferred
Stock  at  the  time  of  such  dividend  in  accordance  with Section 4 hereof.

<PAGE>

     2.3  Non-Cash  Dividends.  Whenever  a  dividend  or  Distribution provided
          -------------------
for in this Section 2 shall be payable in property other than cash (other than a
Common  Stock  Dividend),  the  value  of such dividend or Distribution shall be
deemed  to be the fair market value of such property as determined in good faith
by  the  Board.

     3.  Liquidation  Rights.  In  the  event of any liquidation, dissolution or
         -------------------
winding  up  of  the  Company;  whether  voluntary or involuntary, the funds and
assets  of  the  Company  that  may  be  legally  distributed  to  the Company's
shareholders  (the  "Available  Funds  and  Assets")  shall  be  distributed  to
shareholders  in  the  following  manner:

     3.1  Series  D  Convertible  Preferred  Stock. The holders of each share of
Series  D  Preferred Stock then outstanding shall be entitled to be paid, out of
the  Available  Funds  and Assets, and prior and in preference to any payment or
distribution  (or  any  setting  apart  of  any  payment or distribution) of any
Available Funds and Assets on any shares of Common Stock or subsequent series of
preferred  stock,  an  amount per share equal to the Original Issue Price of the
Series  D  Convertible Preferred Stock plus all declared but unpaid dividends on
the  Series  D Convertible Preferred Stock. If upon any liquidation, dissolution
or  winding  up  of  the  Company,  the  Available  Funds  and  Assets  shall be
insufficient  to  permit  the  payment  to  holders  of the Series D Convertible
Preferred  Stock  of  their  full  preferential  amount  as  described  in  this
subsection,  then  all  of  the  remaining  Available  Funds and Assets shall be
distributed  among  the  holders  of  the  then outstanding Series D Convertible
Preferred  Stock  pro  rata,  according  to  the number of outstanding shares of
Series  D  Convertible  Preferred  Stock  held  by  each  holder  thereof.

     3.2  Merger  or Sale of Assets. A reorganization or any other consolidation
or  merger  of the Company with or into any other corporation, or any other sale
of all or substantially all of the assets of the Company, shall not be deemed to
be a liquidation, dissolution or winding up of the Company within the meaning of
this  Section  3, and the Series D Convertible Preferred Stock shall be entitled
only  to  (i)  the  right  provided  in  any  agreement  or  plan  governing the
reorganization  or  other  consolidation,  merger or sale of assets transaction,
(ii)  the  rights  contained in the Nevada Revised Statutes and (iii) the rights
contained  in  other  Sections  hereof.

     3.3  Non-Cash  Consideration.  If  any assets of the Company distributed to
shareholders  in  connection  with any liquidation, dissolution or winding up of
the  Company  are  other than cash, then the value of such assets shall be their
fair  market  value as determined by the Board, except that any securities to be
distributed  to  shareholders in a liquidation, dissolution or winding up of the
Company  shall  be  valued  as  follows:

     (a)  The method of valuation of securities not subject to investment letter
or  other  similar  restrictions  on  free  marketability  shall  be as follows:

          (i)  if  the  securities  are  then  traded  on  a national securities
     exchange  or  the  Nasdaq  National Market (or a similar national quotation
     system),  then  the  value shall be deemed to be the average of the closing
     prices  of  the securities on such exchange or system over the ten (10) day
     period  ending  three  (3)  days  prior  to  the  distribution;  and,

<PAGE>

          (ii)  if  actively  traded  over-the-counter,  then the value shall be
     deemed  to  be  the average of the closing bid prices over the ten (10) day
     period  ending  three  (3)  days  prior  to  the  distribution;  and

          (iii) if there is no active public market, then the value shall be the
     fair  market value thereof, as determined mutually in good faith by (i) the
     Board  of  Directors  of  the  Company and (ii) the holders of the Series D
     Convertible Preferred Stock acting as a group. In the event the Company and
     the  holders  cannot  mutually  agree upon a value, then the value shall be
     determined by a mutually acceptable third party licensed business valuation
     expert  paid  for  equally  by  both  parties.

     (b)  The  method of valuation of securities subject to investment letter or
other  restrictions  on  free  marketability  shall  be  to  make an appropriate
discount from the market value determined as above in subparagraphs (a)(i), (ii)
or  (iii)  of  this  subsection  to  reflect  the  approximate fair market value
thereof.

     4.  Conversion  Rights.
         ------------------

     (a)  Conversion  of  Preferred  Stock.  Each  share of Series D Convertible
Preferred Stock shall be convertible, at the option of the holder thereof at any
time  after the first twelve (12) months following the date of issuance thereof,
into  One  Hundred  Twenty  Six and Eight One Hundredths (126.81) fully paid and
nonassessable  share  of  Common Stock of the Company (the "Conversion Shares").

     (b) Procedures for Exercise of Conversion Rights. The holders of any shares
of  Series D Convertible Preferred Stock may exercise their conversion rights as
to  all  such  shares  or  any  part thereof by delivering to the Company during
regular  business  hours, at the office of any transfer agent of the Company for
the  Series  D  Convertible  Preferred  Stock, or at the principal office of the
Company  or  at  such  other  place  as  may  be  designated by the Company, the
certificate  or  certificates  for the shares to be converted, duly endorsed for
transfer  to  the Company, accompanied by written notice stating that the holder
elects  to convert such shares. Conversion shall be deemed to have been effected
on  the  date when such delivery is made, and such date is referred to herein as
the "Conversion Date." As promptly as practicable after the Conversion Date, the
Company  shall issue and deliver to or upon the written order of such holder, at
such  office  or  other  place  designated  by  the  Company,  a  certificate or
certificates  for the number of full shares of Common Stock to which such holder
is  entitled  and  a check for cash with respect to any fractional interest in a
share  of  Common  Stock  as provided in section 4(c) below. The holder shall be
deemed  to  have  become  a  shareholder  of record on the Conversion Date. Upon
conversion  of  only  a  portion of the number of shares of Series D Convertible
Preferred  Stock  represented  by  a certificate surrendered for conversion, the
Company  shall  issue  and deliver to or upon the written order of the holder of
the  certificate so surrendered for conversion, at the expense of the Company, a
new  certificate covering the number of shares of Series D Convertible Preferred
Stock  representing  the  unconverted portion of the certificate so surrendered.

<PAGE>

     (c)  No  Fractional  Shares.  No fractional shares of Common Stock or scrip
shall  be  issued  upon  conversion  of shares of Series D Convertible Preferred
Stock.  If  more than one share of Series D Convertible Preferred Stock shall be
surrendered  for  conversion  at  any one time by the same holder, the number of
full  shares  of Common Stock issuable upon conversion thereof shall be computed
on the basis of the aggregate number of shares of Series D Convertible Preferred
Stock  so  surrendered.  Instead  of any fractional shares of Common Stock which
would  otherwise  be  issuable  upon  conversion  of  any  shares  of  Series  D
Convertible  Preferred Stock, the Company shall pay a cash adjustment in respect
of  such  fractional  interest equal to the fair market value of such fractional
interest  as  determined  by  the  Company's  Board  of  Directors.

     (d)  Payment  of  Taxes  for Conversions. The Company shall pay any and all
issue and other taxes that may be payable in respect of any issue or delivery of
shares  of  Common  Stock  on conversion pursuant hereto of Series D Convertible
Preferred  Stock.  The  Company  shall  not, however, be required to pay any tax
which  may  be  payable  in  respect  of  any transfer involved in the issue and
delivery of shares of Common Stock in a name other than that in which the shares
of  Series  D  Convertible  Preferred Stock so converted were registered, and no
such issue or delivery shall be made unless and until the person requesting such
issue has paid to the Company the amount of any such tax, or has established, to
the  satisfaction  of  the  Company,  that  such  tax  has  been  paid.

     (e) Reservation of Common Stock. The Company shall at all times reserve and
keep  available, out of its authorized but unissued Common Stock, solely for the
purpose of effecting the conversion of the Series D Convertible Preferred Stock,
the full number of shares of Common Stock deliverable upon the conversion of all
shares  of  all  series  of  preferred  stock  from  time  to  time outstanding.

     (f)  Registration  or  Listing  of Shares of Common Stock. If any shares of
Common  Stock to be reserved for the purpose of conversion of shares of Series D
Convertible  Preferred  Stock  require registration or listing with, or approval
of,  any  governmental  authority, stock exchange or other regulatory body under
any  federal  or state law or regulation or otherwise, before such shares may be
validly  issued or delivered upon conversion, the Company will in good faith and
as  expeditiously  as  possible endeavor to secure such registration, listing or
approval,  as the case may be. This subsection shall not obligate the Company to
prepare  and  file  a  resale  registration  statement  with  the Securities and
Exchange  Commission.

     (g)  Status  of  Common  Stock Issued Upon Conversion. All shares of Common
Stock  which may be issued upon conversion of the shares of Series D Convertible
Preferred  Stock will upon issuance by the Company be validly issued, fully paid
and nonassessable and free from all taxes, liens and charges with respect to the
issuance  thereof,  and their resale will be subject to the terms and conditions
of  Rule  144  promulgated  under  the  Securities  Act  of  1933.

<PAGE>

     (h)  Status  of  Converted  Preferred Stock. In case any shares of Series D
Convertible  Preferred  Stock shall be converted pursuant to this section 4, the
shares  so converted shall be canceled and shall not be issuable by the Company.

     5.  Adjustment  of  Conversion  Shares.
         ----------------------------------

     (a)  General Provisions. In case, at any time after the date hereof, of any
capital  reorganization,  or  any  reclassification  of the stock of the Company
(other  than  a  change  in  par  value  or  as  a result of a stock dividend or
subdivision,  split-up or combination of shares), or the consolidation or merger
of the Company with or into another person (other than a consolidation or merger
in  which  the Company is the continuing entity and which does not result in any
change  in  the  Common  Stock),  or  of the sale or other disposition of all or
substantially all the properties and assets of the Company as an entirety to any
other  person,  the  shares of Series D Convertible Preferred Stock shall, after
such  reorganization,  reclassification,  consolidation,  merger,  sale or other
disposition, be convertible into the kind and number of shares of stock or other
securities  or  property  of  the  Company  or of the entity resulting from such
consolidation  or  surviving  such merger or to which such properties and assets
shall  have been sold or otherwise disposed to  which  such  holder  would  have
been entitled if immediately prior  to  such  reorganization,  reclassification,
consolidation,  merger, sale or other disposition it had converted its shares of
Series  D  Convertible Preferred Stock into Common Stock. The provisions of this
section 5(a) shall  similarly  apply  to  successive  reorganizations, reclassi-
fications,  consolidations,  mergers,  sales  or  other  dispositions.

     (b)  Adjustment  for  Stock  Splits.  In case the Company shall at any time
subdivide  the  outstanding  shares  of  Common  Stock,  or  shall issue a stock
dividend  on its outstanding Common Stock, the number of Conversion Shares shall
be  proportionately increased, and in case the Company shall at any time combine
the outstanding shares of Common Stock, the number of Conversion Shares shall be
proportionately  decreased,  effective  at  the close of business on the date of
such  subdivision,  dividend,  or  combination,  as  the  case  may  be.

     (c)  No  Impairment.  The  Company  will  not,  through any reorganization,
transfer  of  assets,  consolidation,  merger,  dissolution,  issue  or  sale of
securities or any other voluntary action, including amending this Certificate of
Designation,  avoid or seek to avoid the observance or performance of any of the
terms  to  be  observed  or  performed hereunder by the Company, but will at all
times  in  good  faith  assist in the carrying out of all the provisions of this
section  5  and  in  the  taking  of  all  such  action  as  may be necessary or
appropriate in order to protect the conversion rights of the holders of Series D
Convertible  Preferred  Stock  against  impairment.  This  provision  shall  not
restrict  the  Company from amending its Articles of Incorporation in accordance
with  the  Nevada  Revised  Statutes  and  the  terms  hereof.

<PAGE>

     6.  Redemption  and  Call.  The  Series D Convertible Preferred Stock shall
         -------------------
not  be  redeemable  or  callable.

     7.  Notices.  Any  notices  required  by the provisions of this Certificate
         -------
of  Designation  to  be  given  to the holders of shares of Series D Convertible
Preferred  Stock  shall  be deemed given if deposited in the United States mail,
postage prepaid, and addressed to each holder of record at its address appearing
on  the  books  of  the  Company.

     8.  Voting  Provisions.  Except  as  otherwise  required  by law or herein,
         ------------------
the  shares  of Series D Convertible Preferred Stock shall be voted equally with
the  shares  of  the  Company's Common Stock at any annual or special meeting of
shareholders of the Company, or may act by written consent in the same manner as
the  Company's  Common Stock, upon the following basis: each holder of shares of
Series  D  Convertible Preferred Stock shall be entitled to such number of votes
for  the  Series  D  Convertible  Preferred Stock held by him on the record date
fixed  for  such  meeting,  or on the effective date of such written consent, as
shall  be equal to the whole number of shares of the Company's Common Stock into
which  all of his shares of Series D Convertible Preferred Stock are convertible
immediately  after  the  close  of  business  on  the record date fixed for such
meeting  or  the  effective  date  of  such  written  consent.

     9.  Changes  Affecting  Series  D  Convertible  Preferred  Stock.  So  long
         ----------------------------------------------------------
as  any  shares  of  Series  D  Convertible Preferred Stock are outstanding, the
Company  shall  not,  without  first  obtaining  the approval by vote or written
consent,  in  the  manner provided by law, of the holders of at least two-thirds
(2/3)  of  the  total  number  of shares of Series D Convertible Preferred Stock
outstanding,  voting  separately  as  a  class,  (a)  alter or change any of the
powers, preferences, privileges, or rights of the Series D Convertible Preferred
Stock; or (b) amend the provisions of the section 9; or (c) create any new class
or  series  of  shares having preferences prior to or being on a parity with the
Series  D  Convertible  Preferred  Stock as to dividends or assets; or (d) sell,
lease,  convey,  exchange, transfer or otherwise dispose of all or substantially
all  of  its  assets  (other  than  for  the purposes of securing payment of any
contract  or  obligation);  or  (e)  merge or consolidate with or into any other
corporation  except  into  or  with  a  wholly  owned  subsidiary.

     IN  WITNESS WHEREOF, the Company has caused this Certificate of Designation
of Series D Convertible Preferred Stock to be duly executed by its President and
attested  to  by  its  Secretary and has caused its corporate seal to be affixed
hereto  effective  as  of  April  12,  2003.



By:
-----------------------------------
Vincent  Rinehart,
President  and  Secretary