CERTIFICATE OF AMENDMENT
                                       OF
                           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
                       CLASS A 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  March  1, 2002, the Board of Directors 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 of the Company has previously established a
series  of  preferred  stock  consisting of 100,000 shares and designated as the
"Class  A  Convertible Preferred Stock,"  the  rights,  preferences,  privileges
and restrictions of which are  set  forth  in  a  Certificate  of  Designations,
Preferences  and  Rights  of  Class  A  Convertible  Preferred  Stock  of  E-Net
Financial.com  Corporation  dated  February  11,  2000;

     WHEREAS,  none  of  the  Class  A  Convertible Preferred Stock is issued or
outstanding,  and  thus  the  approval  of a majority of the Class A Convertible
Preferred Stock was not required to be obtained, and no class or series of stock
is  senior  to  the  Class  A  Convertible  Preferred Stock as to the payment of
distributees  upon dissolution of the corporation, regardless of any limitations
or  restrictions  on  the  voting  power  of  that  class  or  series.

     WHEREAS, the Board of Directors believes it is in the best interests of the
Company  to  restate the rights, preferences, privileges, restrictions and other
matters  relating  to the Class A Convertible Preferred Stock, now consisting of
500,000  shares, as set forth in this Certificate of Amendment of 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  Class  A  Convertible  Preferred  Stock of Anza Capital, Inc;

     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.

     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 A Convertible Preferred Stock  is  issued  by the Company.

     1.7    "Original  Issue  Price"  shall mean  $0.50 per share for the Series
            A  Convertible  Preferred  Stock.

     1.8    "Series A Convertible Preferred  Stock"  shall  mean  the  Series  A
            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 month, the holders of  the then
            outstanding  Series A 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  A  Convertible Preferred Stock
            simultaneously.

     3.     Liquidation  Rights.  The Series A Convertible Preferred Stock shall
            --------------------
            have  the  same  liquidation  preference  as  the  Common  Stock.


<PAGE>
     4.     Conversion  Rights.
            ------------------

     (a)  Conversion  of  Preferred  Stock.  Each  share of Series A Convertible
Preferred Stock shall be convertible, at the option of the holder thereof at any
time, into that number of fully paid and nonassessable shares of Common Stock of
the  corporation  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 A 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.

     (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 A Convertible Preferred Stock shall be
ninety percent (90%) of the price of the last trade made in the Company's common
stock  the  previous  day.

     (d) Procedures for Exercise of Conversion Rights. The holders of any shares
of  Series A Convertible Preferred Stock may exercise their conversion rights as
to  all  such shares or any part thereof by delivering to the corporation during
regular  business  hours,  or  at  such  other place as may be designated by the
corporation,  the  certificate  or  certificates for the shares to be converted,
duly  endorsed for transfer to the corporation (if required by the corporation),
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 corporation shall
issue and deliver to or upon the written order of such holder, at such office or
other place designated by the corporation, 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 A
Convertible  Preferred  Stock  represented  by  a  certificate  surrendered  for
conversion, the corporation 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 corporation, a new certificate covering the number of shares of Series A
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 A Convertible Preferred
Stock.  If  more than one share of Series A 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 A 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  A
Convertible  Preferred  Stock,  the  corporation  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  corporation's Board of Directors.


<PAGE>

     (f)  Status  of  Common  Stock Issued Upon Conversion. All shares of Common
Stock  which may be issued upon conversion of the shares of Series A Convertible
Preferred  Stock  will upon issuance by the corporation be validly issued, fully
paid  and  nonassessable and free from all taxes, liens and charges with respect
to  the  issuance  thereof.

     (g)  Status  of  Converted  Preferred Stock. In case any shares of Series A
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
corporation.

     5.     Intentionally  Left  Blank.
            --------------------------

     6.     Redemption and Call.  The Series A 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 A
            Convertible Redeemable 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 Corporation.

     8.     Voting  Provisions.  The  Series  A Convertible Preferred Stock
                 ------------------
            shall  have  no  voting  rights.

     IN  WITNESS WHEREOF, the Company has caused this Certificate of Designation
of Series A 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  March  1,  2002.



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