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 E 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 250,000 shares and
designated  as the "Series E Convertible Preferred Stock" having certain rights,
preferences, privileges, restrictions and other matters relating to the Series E
Convertible  Preferred Stock.  No shares of Series E 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
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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  E  Convertible  Preferred  Stock  is  issued  by the Company.

          1.7     "Original  Issue  Price"  shall  mean  $1.00 per share for the
Series  E  Convertible  Preferred  Stock.

          1.8     "Series E Convertible Preferred Stock" shall mean the Series E
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.
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          2.1     Cash  Dividends.  In  each  calendar month, the holders of the
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then  outstanding  Series  E  Convertible  Preferred  Stock shall be entitled to
receive,  not  later  than  thirty  (30)  days following the end of the previous
applicable  month,  out of any funds and assets of the Company legally available
therefor, noncumulative dividends in an amount equal to twelve percent (12%) per
annum.  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  E  Convertible  Preferred  Stock  simultaneously.

          2.2     Participation Rights.  Other than as set forth in Section 2.1,
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dividends  shall  be  declared  pro  rata  on  the Common Stock and the Series E
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  E  Convertible  Preferred  Stock  is  to  be treated for this purpose as
holding  the  Maximum  Conversion  Shares (as defined in section 4, below) as if
they  converted their shares of Series E Convertible Preferred Stock at the time
of  such  dividend  in  accordance  with  Section  4  hereof.

          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.

<PAGE>

     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  E  Convertible  Preferred  Stock.  The holders of each
share of Series E 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  E  Convertible  Preferred  Stock  plus  all declared but unpaid
dividends on the Series E 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 E 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 E Convertible
Preferred  Stock  pro  rata,  according  to  the number of outstanding shares of
Series  E  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 E 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 E
     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.
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          (a)     Conversion  of  Preferred  Stock.   Each  share  of  Series  E
Convertible Preferred Stock shall be convertible, at any time after the Original
Issue  Date  but  only  upon  the  mutual  written consent of the holder and the
Company,  which  consent  shall  be  obtained  before any conversions shall take
place,  into  that number of fully paid and nonassessable shares of Common Stock
of  the  Company  described  in  section  4(b)  below.

          (b)     Determination  of  Number  of  Shares  of  Common  Stock  Upon
Conversion.  The  number  of  shares  of  Common  Stock into which each share of
Series  E  Convertible  Preferred  Stock may be converted shall be determined by
dividing  the  Original  Issue  Price  by  the  Conversion  Price (determined as
hereinafter  provided) in effect at the time of conversion.  Notwithstanding the
foregoing,  each  share of Series E Convertible Preferred Stock may be converted
into  a  maximum of two (2) shares of Common Stock (subject to adjustment as set
forth  in  section  5)  (the  "Maximum  Conversion  Shares").

          (c)     Determination  of  Initial  Conversion Price.  The  conversion
price  per  share (the "Conversion Price") at which shares of Common Stock shall
initially  be  issuable  upon  conversion  of the Series E Convertible Preferred
Stock  shall  be  equal to the average of the closing bid price for the last ten
(10)  trading  days  prior  to  the  Conversion  Date  (as hereinafter defined).

          (d)     Procedures  for Exercise of Conversion Rights.  The holders of
any shares of Series E 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, or at such other place as may be designated by
the  Company,  the  certificate  or certificates for the shares to be converted,

<PAGE>

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(e)
below.  The holder shall be deemed to have become a shareholder of record on the
Conversion  Date,  and  the  applicable Conversion Price shall be the Conversion
Price  in  effect  on the Conversion Date.  Upon conversion of only a portion of
the  number  of  shares of Series E 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 E Convertible Preferred Stock representing the unconverted
portion  of  the  certificate  so  surrendered.

          (e)     No Fractional Shares.  No fractional shares of Common Stock or
scrip  shall  be  issued  upon  conversion  of  shares  of  Series E Convertible
Preferred Stock.  If more than one share of Series E 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 E 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
E  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.

          (f)     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 F
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 F 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.

          (g)     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 F 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.

          (h)     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  F  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.

<PAGE>

          (i)     Status  of Common Stock Issued Upon Conversion.  All shares of
Common  Stock  which  may  be  issued  upon conversion of the shares of Series E
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.

          (j)     Status  of  Converted  Preferred Stock.  In case any shares of
Series E 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 Maximum 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 Maximum
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.

<PAGE>

          (c)     No  Impairment.  The Company will not,  through  any reorgani-
zation, 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.

     6.     Call  Provisions.  The  Series  E Convertible Preferred Stock may be
            ----------------
called  by  the  Company  on  the  following  terms:

          (a)     At any time after the Original Issue Date the Company may call
any  or  all  of  the Series E Convertible Preferred Stock by providing five (5)
days  written  notice to the holders whose shares shall be called.  The price to
be  paid by the Company shall be equal to the Original Issue Price.  Any accrued
but  unpaid dividends as set forth in Section 2 must also be paid by the Company
at  the  same  time  as  the  call  price.

     7.     Redemption  Provisions.  The  Series  E  Convertible Preferred Stock
            ----------------------
shall  not  be  redeemable  by  the  holders  thereof.

     8.     Notices.  Any notices required by the provisions of this Certificate
            -------
of  Designation  to  be  given  to the holders of shares of Series E 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.

     9.     Voting  Provisions.  The  Series E Convertible Preferred Stock shall
            ------------------
not  have  any  voting  rights.

     IN  WITNESS WHEREOF, the Company has caused this Certificate of Designation
of Series E 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