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 D 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 15,000 shares and
designated  as the "Series D Convertible Preferred Stock" having certain rights,
preferences, privileges, restrictions and other matters relating to the Series D
Convertible  Preferred Stock.  No shares of Series D 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  Series  D  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.

<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  D  Convertible  Preferred  Stock  is  issued  by  the  Company.

     1.7  "Original  Issue  Price" shall mean $126.81 per share for the Series D
Convertible  Preferred  Stock.

     1.8  "Series  D  Convertible  Preferred  Stock"  shall  mean  the  Series D
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  quarter, the holders of the then
          ---------------
outstanding  Series  D Convertible Preferred Stock shall be entitled to receive,
not  later  than  thirty  (30) days following the end of the previous applicable
quarter,  out of any funds and assets of the Company legally available therefor,
noncumulative  dividends in an amount equal to seven percent (7%) per annum. The
Company  may,  at  its  sole  discretion, pay this dividend in cash or in Common
Stock  valued  at  the  average  of  the closing bid price for the last ten (10)
trading  days of the applicable quarter. 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 D Convertible Preferred
Stock  simultaneously.

     2.2  Participation  Rights.  Other  than  as  set  forth  in  Section  2.1,
          --------------------
dividends  shall  be  declared  pro  rata  on  the Common Stock and the Series D
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  D  Convertible  Preferred  Stock  is  to  be treated for this purpose as
holding  the number of shares of Common Stock to which the holders thereof would
be  entitled  if  they  converted their shares of Series D Convertible Preferred
Stock  at  the  time  of  such  dividend  in  accordance  with Section 4 hereof.

<PAGE>
     2.3  Non-Cash  Dividends.  Whenever  a  dividend  or  Distribution provided
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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.

     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  D  Convertible  Preferred  Stock. The holders of each share of
Series  D  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  D  Convertible Preferred Stock plus all declared but unpaid dividends on
the  Series  D 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 D 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 D Convertible
Preferred  Stock  pro  rata,  according  to  the number of outstanding shares of
Series  D  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 D 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  D  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.
            ------------------

          (a)  Conversion of Preferred Stock. Each share of Series D Convertible
     Preferred  Stock  shall be convertible, at the option of the holder thereof
     at  any  time  after  the  first  twelve  (12) months following the date of
     issuance  thereof,  into  One  Hundred  Twenty Six and Eight One Hundredths
     (126.81)  fully paid and nonassessable share of Common Stock of the Company
     (the  "Conversion  Shares").

          (b)  Procedures  for Exercise of Conversion  Rights.  The  holders  of
     any shares of Series  D 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, at the office of any transfer
     agent  of  the  Company for the Series D Convertible Preferred Stock, or at
     the  principal  office  of  the  Company  or  at such other place as may be
     designated  by  the Company, the certificate or certificates for the shares
     to  be converted, 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(c) below. The
     holder  shall  be  deemed  to  have  become  a shareholder of record on the
     Conversion  Date. Upon conversion of only a portion of the number of shares
     of  Series  D  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 D Convertible Preferred Stock representing the
     unconverted  portion  of  the  certificate  so  surrendered.

<PAGE>
          (c)  No  Fractional  Shares.  No  fractional shares of Common Stock or
     scrip  shall  be  issued  upon conversion of shares of Series D Convertible
     Preferred  Stock.  If more than one share of Series D 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  D  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  D 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.

          (d)  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
     D  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 D 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.

          (e)  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 D
     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.

          (f)  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  D 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.

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

<PAGE>
          (h)  Status of Converted Preferred Stock. In case any shares of Series
     D  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.

          (i)  Notwithstanding  the  conversion rights listed above, in no event
     shall  the  holders of the Series D Convertible Preferred Stock be entitled
     to  convert  any  or  all  of the Series D Convertible Preferred Stock into
     Common  Stock 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  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 conversion of the Series D preferred
     stock,  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.

     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,  reclassifications,  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 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 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 reorganization,
     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.     Redemption and Call.  The Series D 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 D 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.

     8.     Voting  Provisions.  Except as otherwise required  by law or herein,
            ------------------
the  shares  of Series D Convertible Preferred Stock shall be voted equally with
the  shares  of  the  Company's Common Stock at any annual or special meeting of
shareholders of the Company, or may act by written consent in the same manner as
the  Company's  Common Stock, upon the following basis: each holder of shares of
Series  D  Convertible Preferred Stock shall be entitled to such number of votes
for  the  Series  D  Convertible  Preferred Stock held by him on the record date
fixed  for  such  meeting,  or on the effective date of such written consent, as
shall  be equal to the whole number of shares of the Company's Common Stock into
which  all of his shares of Series D Convertible Preferred Stock are convertible
immediately  after  the  close  of  business  on  the record date fixed for such
meeting  or  the  effective  date  of  such  written  consent.

     9.     Changes  Affecting  Series  D  Convertible Preferred Stock.  So long
            ----------------------------------------------------------
as  any  shares  of  Series  D  Convertible Preferred Stock are outstanding, the
Company  shall  not,  without  first  obtaining  the approval by vote or written
consent,  in  the  manner provided by law, of the holders of at least two-thirds
(2/3)  of  the  total  number  of shares of Series D Convertible Preferred Stock
outstanding,  voting  separately  as  a  class,  (a)  alter or change any of the
powers, preferences, privileges, or rights of the Series D Convertible Preferred
Stock; or (b) amend the provisions of the section 9; or (c) create any new class
or  series  of  shares having preferences prior to or being on a parity with the
Series  D  Convertible  Preferred  Stock as to dividends or assets; or (d) sell,
lease,  convey,  exchange, transfer or otherwise dispose of all or substantially
all  of  its  assets  (other  than  for  the purposes of securing payment of any
contract  or  obligation);  or  (e)  merge or consolidate with or into any other
corporation  except  into  or  with  a  wholly  owned  subsidiary.


<PAGE>
     IN  WITNESS WHEREOF, the Company has caused this Certificate of Designation
of Series D 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