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  (subject to the limitation in Section 3 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.     LIMITATIONS ON EXERCISE. In no event shall the Holder be entitled to
exercise any portion of this Warrant to acquire Warrant Securities if the sum of
(i)  the  number  of shares of Common Stock of the Company beneficially owned by
the  Holder  and  its affiliates (other than shares of Common Stock which may be
deemed  beneficially  owned  through the ownership of the unexercised portion of
any  warrants,  or  other derivative securities convertible into or exchangeable
for  shares of Common Stock which contain a limitation similar to that set forth
in  this  Section), and (ii) the number of shares of Common Stock of the Company
issuable  upon the exercise of the portion of the warrants with respect to which
this  determination  is  being made, would result in beneficial ownership by the
Holder  and  its  affiliates  of  more  than  9.99% of the outstanding shares of
Common  Stock  of  the  Company.  For  purposes  of  this  section  , beneficial
ownership  shall be determined in accordance with Rule 13d-3 of the Exchange Act
and Regulations 13 D-G thereunder, except as otherwise provided in this section.

     4.     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.

<PAGE>
     5.     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.

     6.     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.

     7.     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 each 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.

     8.     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.

     9.     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.

<PAGE>
     10.     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.

     11.     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.

     12.     TRANSFERABILITY.  This  Warrant  may  be transferred or assigned by
the  Holder  only  with  the  express  written  permission  of  the  Company.

     13.     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.

     14.     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>
     15.     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.

     16.     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.

     17.     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.

     18.     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)