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.  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.

     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 ___, 2003 and 5:00 p.m.
Pacific  Time  on  April  ___, 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.

<PAGE>

     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.

<PAGE>

     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.

<PAGE>

     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.

<PAGE>

     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  ___,  2003                    Anza  Capital,  Inc.,
                                             a  Nevada  corporation


                                             ___________________________________
                                             By:     Vincent  Rinehart
                                             Its:    President

<PAGE>

                        [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)