ANZA CAPITAL, INC.
                              A NEVADA CORPORATION

                             DEBT EXCHANGE AGREEMENT

     This  Debt  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 Vincent Rinehart (the "Noteholder").
Each  of  the  Company  and the Noteholder 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 Noteholder is the record and beneficial owner of a promissory
note  dated  June  27,  2001  in  the  original principal amount of $485,446.00,
payable  by  the  Company  (as  e-Net  Financial.com  Corporation, the Company's
previous  name)  to  AMRES  Holding  LLC  (a predecessor to the Noteholder) (the
"Surrendered  Note");

     WHEREAS,  the current principal balance due and owing under the Surrendered
Note  is  $360,446  (the  "Surrendered  Note  Principal"), plus accrued interest
through  the  date hereof equal to $73,043.06 (the "Surrendered Note Interest");

     WHEREAS,  the  Noteholder  is  the  holder  of options to acquire 2,500,000
shares  of  Company  common  stock  as  evidenced  by  that certain Stock Option
Agreement dated June 1, 2001, amended on July 2, 2001, and granted to Noteholder
pursuant  to  the  terms  of  his  employment  agreement dated June 1, 2001 (the
"Surrendered  Options").

     WHEREAS,  in  connection with the Recapitalization, the Company has offered
for the Noteholder to cancel the Surrendered Options and convert the Surrendered
Note  into  6,000,000  shares  of  Company  common stock (the "Conversion Common
Shares"),  and  18,800  shares  of  newly created Series F Convertible Preferred
Stock  (the  "Preferred  Exchange  Shares"),  in  accordance  with the terms and
conditions hereof, and the Noteholder 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:

<PAGE>

                                    AGREEMENT

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

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

     (b)  Effective  as  of  the  date  of  this Agreement, the Noteholder shall
convert  all  of the Surrendered Note Interest and an aggregate of $46,956.94 of
the Surrendered Note Principal into the Conversion Common Shares. The Conversion
Common  Shares shall be validly issued, fully paid, and non assessable, shall be
restricted  in  accordance with Rule 144 promulgated under the Securities Act of
1933,  and  shall  be  subject  to  a  20-for-1  reverse  stock  split currently
contemplated  as  part  of  the  Recapitalization.

     (c)  Effective  as  of  the  Exchange  Date  (as  hereinafter defined), the
remainder of the Surrendered Note Principal 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. Also effective as of
the  Exchange Date, the Surrendered Options shall automatically be cancelled and
terminated  in  their  entirety.

     (d)  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 F Convertible Preferred
Stock  of  Anza Capital, Inc., a copy of which is attached hereto as Exhibit "A"
(the  "Certificate  of  Designation").

     (e)  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.

     (f)  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 Note for Preferred Exchange Shares
shall  automatically be cancelled. In such an event, the exchange of Surrendered
Note  for Conversion Common Shares shall remain effective as of the date of this
Agreement.

     (g)  Between  the  date  of  this  Agreement  and the Termination Date, the
Noteholder  shall remain the record and beneficial owner of the Surrendered Note
and  the Surrendered Options; however, the Noteholder hereby waives and suspends
its rights to interest, its conversion rights, and all other rights set forth in
the  Surrendered  Note  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.

<PAGE>

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

     (a)  Noteholder shall transfer title in and to the Surrendered Note and the
Surrendered  Options  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 Noteholder. This Agreement
constitutes,  and  upon  execution  and delivery thereof by the Noteholder, will
constitute,  a valid and binding agreement of the Noteholder enforceable against
the  Noteholder  in  accordance  with  its  respective  terms.

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

     (c)  No form of general solicitation or general advertising was used by the
Noteholder  or  the  Company  or, to the best of its actual knowledge, any other
person acting on behalf of the Noteholder or the Company, in connection with the
exchange.  Neither  the  Noteholder, nor, to its knowledge, any person acting on
behalf  of  the  Noteholder, has, either directly or indirectly, sold or offered
for  sale  to any person (other than the Company) any of the Surrendered Note or
the  Surrendered  Options, and the Noteholder represents that neither itself nor
any  person authorized to act on its behalf (except that the Noteholder 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 Note or the Surrendered
Options  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)  The  Surrendered  Note and Surrendered Options are not and will not 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 Note or
Surrendered Options. Except as provided in this Agreement, the Noteholder is not
a  party  to  any  agreement  which  offers or grants to any person the right to
purchase or acquire any of the Surrendered Note or Surrendered Options. 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 Note or Surrendered
Options.

     (e)  The  representations  and  warranties herein by the Noteholder 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.

<PAGE>

     (f) The Noteholder acknowledges that the Noteholder 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  Noteholder  considers  necessary in
connection  with the Noteholder's exchange of the Surrendered Note. As a result,
the  Noteholder 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 Noteholder may have
had with respect thereto. The Noteholder has consulted with the Noteholder'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  Noteholder  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 Noteholder's representations,
     warranties  or  agreements  herein;

          (ii)  Any  disposition  of the Surrendered Note or Surrendered Options
     contrary  to  any  of  the  Noteholder'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.

     (h)  The  representations,  warranties  and  agreements  contained  in this
Agreement  shall  be  binding on the Noteholder'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)  Noteholder  shall deliver, along with a signed copy of this Agreement,
the  Surrendered Note and the Surrendered Options, fully endorsed to the Company
for  cancellation.

     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  Surrendered  Note  in  accordance  with  the  terms  hereof.

<PAGE>

     (b)  The  information heretofore furnished by the Company to the Noteholder
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 Noteholder 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.

     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.

<PAGE>

     (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
of  liable  for  any  alleged  understanding,  promise,  inducement,  statement,
representation,  warranty,  covenant  or  condition  not  so  set  forth.

     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.

[remainder  of  page  intentionally  left  blank.]

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


"Noteholder"                                   "Company"

                                               Anza  Capital,  Inc.


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


                                               /s/  Scott  Presta
                                               ---------------------------
                                               By:  Scott  Presta
                                               Its:  Director