ANZA CAPITAL, INC.
                              A NEVADA CORPORATION

                            STOCK EXCHANGE AGREEMENT

     This  Stock  Exchange Agreement (the "Agreement") is entered into effective
this  28th  day  of  February,  2003 by and between Anza Capital, Inc., a Nevada
corporation  ("Anza"  or the "Company") and Barbara Dunster (the "Shareholder").
Each  of  the  Company and the Shareholder shall be referred to as a "Party" and
collectively  as  the  "Parties."

                                    RECITALS

     WHEREAS,  the  Company  has  undertaken a recapitalization of its corporate
structure,  which will include (but not be limited to) the voluntary exchange of
certain  preferred stock for newly created preferred stock, the exchange of debt
and  warrants  for  stock,  and  a reverse stock split (the "Recapitalization");

     WHEREAS,  the  Shareholder  is  the record and beneficial owner of approxi-
mately  347,643 shares of Series A Convertible Preferred Stock (the "Surrendered
Shares");

     WHEREAS,  in  connection with the Recapitalization, the Company has offered
for  the  Shareholder  to  convert the Surrendered Shares into 173,822 shares of
newly  created  Series  E  Convertible  Preferred Stock (the "Preferred Exchange
Shares"),  in  accordance  with  the  terms  and  conditions  hereof,  and  the
Shareholder  desires  to  accept  the  offer  and  consummate  the  exchange.

     NOW,  THEREFORE,  for good and adequate consideration, the receipt of which
is  hereby  acknowledged,  the  Parties  covenant, promise and agree as follows:

                                    AGREEMENT

     1.     TERMS  OF  THE  EXCHANGE:  The  Exchange shall be consummated on the
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following  terms  and  conditions:

     (a)  Within three (3) business days of the execution of this Agreement, the
Shareholder shall surrender to the Company the Surrendered Shares, duly endorsed
for  transfer  to  the  Company.

     (b)  Effective  as  of  the  Exchange  Date  (as  hereinafter defined), the
Surrendered  Shares  shall automatically be exchanged for the Preferred Exchange
Shares.  The  Preferred Exchange Shares shall be validly issued, fully paid, and
non  assessable, and shall be restricted in accordance with Rule 144 promulgated
under  the  Securities  Act  of  1933.

<PAGE>

     (c)  The  rights,  privileges,  and  preferences  of the Preferred Exchange
Shares  shall  be  as set forth in the Certificate of Designation of the Rights,
Preferences,  Privileges  and Restrictions of the Series E Convertible Preferred
Stock  of  Anza Capital, Inc., a copy of which is attached hereto as Exhibit "A"
(the  "Certificate  of  Designation").

     (d)  The  Exchange  Date  shall  be  the  date  on which the Certificate of
Designation  is  filed  with  the  Nevada  Secretary  of  State,  which  date is
anticipated  to  be  within  three  (3)  business  days of the completion of the
Company's  Annual  Shareholders  Meeting.

     (e)  The  Company's  Annual Shareholders Meeting is currently scheduled for
the middle of April, 2003. If the Company's Annual Shareholders Meeting does not
take  place  on  or  before  June  30,  2003 (the "Termination Date"), then this
Agreement  and  the  exchange  of  the Surrendered Shares for Preferred Exchange
Shares  shall  automatically  be  cancelled.

     (f)  Between  the  date  of  this  Agreement  and the Termination Date, the
Shareholder  shall  remain  the  record  and beneficial owner of the Surrendered
Shares,  and  shall  have  all  voting  power associated therewith; however, the
Shareholder  hereby  waives and suspends its rights to dividends, its conversion
rights,  redemption rights, and all other rights set forth in the Certificate of
Amendment  of  Certificate  of  Designations, Preferences and Rights of Series A
Convertible  Preferred Stock of Anza Capital, Inc. dated March 1, 2002 until the
earlier to occur of the Exchange Date or the Termination Date. In the event this
Agreement  is  terminated  on  the  Termination Date, then all rights waived and
suspended  by  this  subsection  shall be reinstated effective as of the date of
this  Agreement.

     2.     REPRESENTATIONS,  WARRANTIES  AND  AGREEMENTS  BY  SHAREHOLDER:  The
            --------------------------------------------------------------
Shareholder  hereby  represents,  warrants  and  agrees  as  follows:

     (a)  Shareholder  shall  transfer title in and to  the  Surrendered  Shares
to the Company free  and  clear  of  all  liens,  security  interests,  pledges,
encumbrances,  charges,  restrictions, demands and claims, of any kind or nature
whatsoever,  whether  direct  or indirect or contingent. This Agreement has been
duly  executed and delivered by the Shareholder. This Agreement constitutes, and
upon execution and delivery thereof by the Shareholder, will constitute, a valid
and  binding agreement of the Shareholder enforceable against the Shareholder in
accordance  with  its  respective  terms.

     (b)  The  Shareholder  is  not  a  party  to  any  partnership, management,
shareholders'  or  joint  venture  or  similar  agreement which would affect the
Shareholder's  performance of this Agreement or the Shareholder's representation
and  warranties  in  this  Agreement.

     (c)  No form of general solicitation or general advertising was used by the
Shareholder  or  the  Company or, to the best of its actual knowledge, any other
person  acting  on  behalf of the Shareholder or the Company, in connection with

<PAGE>

the  Exchange. Neither the Shareholder, nor, to its knowledge, any person acting
on  behalf  of  the  Shareholder,  has,  either  directly or indirectly, sold or
offered  for  sale to any person (other than the Company) any of the Surrendered
Shares,  and  the  Shareholder  represents  that  neither  itself nor any person
authorized  to  act  on  its  behalf  (except  that  the  Shareholder  makes  no
representation  as to the Company) will sell or offer for sale any such security
to,  or  solicit any offers to buy any such security from, or otherwise approach
or  negotiate  in  respect  thereof with, any person or persons so as thereby to
cause  the  issuance or sale of any of the Surrendered Shares to be in violation
of any of the provisions of Section 5 of the Securities Act of 1933 or any other
provision  of  law.

     (d)  None  of  the  Surrendered Shares are or will be subject to any voting
trust  or  agreement.  No  person holds or has the right to receive any proxy or
similar instrument with respect to the Surrendered Shares. Except as provided in
this  Agreement, the Shareholder is not a party to any agreement which offers or
grants  to  any  person  the right to purchase or acquire any of the Surrendered
Shares. There is no applicable local, state or federal law, rule, regulation, or
decree  which  would,  as  a  result of the sale contemplated by this Agreement,
impair,  restrict  or  delay  any  voting rights with respect to the Surrendered
Shares.

     (e)  The  representations  and warranties herein by the Shareholder will be
true and correct in all material respects on and as of the date hereof and will,
except  as  provided  herein,  survive  the  Exchange  Date.

     (f)  The  Shareholder  acknowledges that the Shareholder has been furnished
with  such financial and other information concerning the Company, the directors
and  officers  of  the  Company,  the  business of the Company, and the proposed
Recapitalization  of  the  Company  as  the  Shareholder  considers necessary in
connection  with  the  Shareholder's  exchange  of  the Surrendered Shares. As a
result,  the  Shareholder is familiar with the business, operations, properties,
financial  condition, and recapitalization plan of the Company and has discussed
with  officers or legal counsel of the Company  any  questions  the  Shareholder
may have had with respect  thereto.  The  Shareholder  has  consulted  with  the
Shareholder's  own  legal,  accounting,  tax, investment and other advisers with
respect to the tax treatment, merits, and risks of the transactions contemplated
hereby.

     (g)  The  Shareholder hereby agrees to indemnify and defend the Company and
its  directors  and officers and hold them harmless from and against any and all
liability,  damage,  cost  or  expense incurred on account of or arising out of:

          (i)  Any breach of or inaccuracy in the Shareholder's representations,
     warranties  or  agreements  herein;

          (ii)  Any disposition of any Surrendered Shares contrary to any of the
     Shareholder's  representations,  warranties  or  agreements  herein;

          (iii) Any action, suit or proceeding based on a claim that any of said
     representations,  warranties or agreements were inaccurate or misleading or
     otherwise  cause  for  obtaining damages or redress from the Company or any
     director  or  officer  of  the  Company.

<PAGE>

     (h)  The  representations,  warranties  and  agreements  contained  in this
Agreement  shall  be binding on the Shareholder's successors, assigns, heirs and
legal  representatives  and  shall  inure  to  the  benefit  of  the  respective
successors  and  assigns  of  the  Company  and  its  directors  and  officers.

     (i)  Shareholder shall deliver, along with a signed copy of this Agreement,
all  stock  certificates  representing the Surrendered Shares, fully endorsed to
the  Company  or  accompanied  by  an  Irrevocable  Stock Power transferring the
Surrendered  Shares  to  the  Company.

     3.     REPRESENTATIONS,  WARRANTIES  AND  AGREEMENTS  BY  THE COMPANY:  The
            --------------------------------------------------------------
Company  hereby  represents,  warrants  and  agrees  as  follows:

     (a)  The  Company  is a corporation duly organized, validly existing and in
good  standing  under  the laws of Nevada, with full power and authority to own,
lease, use, and operate its properties and to carry on its business as and where
now  owned,  leased, used, operated and conducted. The Company has all requisite
corporate  power  and  authority to enter into and perform this Agreement and to
consummate  the  transactions  contemplated hereby and to effect the exchange of
the  Shares  in  accordance  with  the  terms  hereof.

     (b)  The information heretofore furnished by the Company to the Shareholder
for  purposes  of  or  in  connection  with  this  Agreement  or any transaction
contemplated  hereby  does  not, and all such information hereafter furnished by
the  Company to the Shareholder will not (in each case taken together and on the
date as of which such information is furnished), contain any untrue statement of
a  material fact or omit to state a material fact necessary in order to make the
statements contained therein, in the light of the circumstances under which they
are  made,  not  misleading.

     (c)  The  representations and warranties herein by the Company will be true
and  correct  in  all  material  respects on and as of the date hereof and will,
except  as  provided  herein,  survive  the  Exchange  Date.

     4.     CONFIDENTIALITY.  Each  Party  hereto  will  hold and will cause its
            ---------------
agents,  officers,  directors, attorneys, employees, consultants and advisors to
hold  in  strict  confidence,  unless  compelled  to  disclose  by  judicial  or
administrative  process or, in the opinion of its counsel, by other requirements
of law, all documents and information concerning any other Party furnished it by
such  other  Party  or its representatives in connection with the subject matter
hereof (except to the extent that such information can be shown to have been (i)
previously  known  by  the  Party  to which it was furnished, (ii) in the public
domain  through  no  fault  of such Party, or (iii) later lawfully acquired from
other  sources  by the Party to which it was furnished), and each Party will not
release  or  disclose such information to any other person, except its auditors,
attorneys,  financial  advisors,  bankers  and other consultants and advisors in
connection  with  this  Agreement.  Each Party shall be deemed to have satisfied
its  obligation  to  hold confidential information  concerning  or  supplied  by
the other Party  if  it  exercises  the  same  care  as  it  takes  to  preserve
confidentiality for its own similar information.  Notwithstanding the foregoing,
the  Parties  acknowledge that this Agreement shall be discussed in, and will be
filed  as  an exhibit to, the Company's filings with the Securities and Exchange
Commission.

<PAGE>

     5.     This  Agreement  may  not be amended, canceled, revoked or otherwise
modified  except  by  written  agreement  subscribed by all of the Parties to be
charged  with  such  modification.

     6.     This  Agreement shall be binding upon and shall inure to the benefit
of  the  Parties  hereto  and  their  respective  partners,  employees,  agents,
servants,  heirs,  administrators,  executors,  successors,  representatives and
assigns.

     7.     All  Parties hereto agree to pay their own costs and attorneys' fees
except  as  follows:

     (a)  In  the  event  of  any action, suit or other proceeding instituted to
remedy, prevent or obtain relief from a breach of this Agreement, arising out of
a  breach  of  this Agreement, involving claims within the scope of the releases
contained in this Agreement, or pertaining to a declaration of rights under this
Agreement,  the  prevailing  Party  shall recover all of such Party's attorneys'
fees and costs incurred in each and every such action, suit or other proceeding,
including  any  and  all  appeals  or  petitions  therefrom.

     (b)  As  used  herein, attorneys' fees shall be deemed to mean the full and
actual  costs  of  any  legal services actually performed in connection with the
matters  involved,  calculated  on  the  basis  of  the usual fee charged by the
attorneys  performing  such  services.

     8.     This  Agreement  and  the  rights  of the parties hereunder shall be
governed by and construed in accordance with the laws of the State of California
including  all  matters  of construction, validity, performance, and enforcement
and  without giving effect to the principles of conflict of laws.  Venue for any
action  brought under this Agreement shall be in the appropriate court in Orange
County,  California.

     9.     The  Parties  agree  and  stipulate  that  each  and  every term and
condition  contained in this Agreement is material, and that each and every term
and condition may be reasonably accomplished within the time limitations, and in
the  manner  set  forth  in  this  Agreement.

     10.     The  Parties  agree  and stipulate that time is of the essence with
respect  to  compliance  with  each  and every item set forth in this Agreement.

     11.     This  Agreement,  along  with  the  exhibits hereto, sets forth the
entire  agreement and understanding of the Parties hereto and supersedes any and
all  prior  agreements,  arrangements  and understandings related to the subject
matter  hereof.  No  understanding, promise, inducement, statement of intention,
representation,  warranty,  covenant  or  condition, written or oral, express or
implied,  whether  by  statute  or  otherwise, has been made by any party hereto
which is not embodied in this Agreement or the written statements, certificates,
or  other  documents  delivered  pursuant  hereto  or  in  connection  with  the
transactions  contemplated  hereby,  and  no  Party  hereto shall  be  bound  by
or  liable  for  any  alleged  understanding,  promise,  inducement,  statement,
representation,  warranty,  covenant  or  condition  not  so  set  forth.

<PAGE>

     12.     This Agreement may be executed in one or more counterparts, each of
which  when  executed  and delivered shall be an original, and all of which when
executed  shall  constitute  one  and  the  same  instrument.

     IN  WITNESS  WHEREOF,  the  Parties  hereto,  agreeing  to be bound hereby,
execute  this  Agreement  upon  the  date  first  set  forth  above.


"Shareholder"                              "Company"


                                            Anza  Capital,  Inc.


/s/  Barbara  Dunster                       /s/ Vincent Rinehart
-------------------------------             ------------------------------
By:  Barbara  Dunster                       By:  Vincent  Rinehart
                                            Its:  President