AMERICAN RESIDENTIAL FUNDING, INC.

                               ANZA CAPITAL, INC.

                          ____________________________

                       NOTE AND WARRANT PURCHASE AGREEMENT

                          ____________________________



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                       NOTE AND WARRANT PURCHASE AGREEMENT


     This  Note  and  Warrant  Purchase  Agreement is made as of the 11th day of
October,  2004  (the  "EFFECTIVE  DATE")  by  and  between  American Residential
Funding, Inc., a Nevada corporation (the "COMPANY"), Anza Capital, Inc, a Nevada
corporation ("ANZA"), and Amres Holding, LLC, a Nevada limited liability company
("PURCHASER").

     The parties hereby agree as follows:

1.   Amount and Terms of the Loan; Issuance of Warrants

     1.1  The  Loan.  Subject  to  the  terms  of  this Agreement, the Purchaser
agrees  to lend to the Company the amount set forth opposite Purchaser's name on
the  Schedule  of Purchasers attached hereto (each, a "LOAN AMOUNT") against the
issuance  and  delivery  by the Company of a convertible secured promissory note
for  the  Loan  Amount  in  substantially  the form attached hereto as Exhibit A
                                                                       ---------
(each,  a  "NOTE"  and  collectively, the "NOTES"), dated the applicable Closing
Date  (as  defined  below).  Each  Note may be converted, at Purchaser's option,
into shares of the Company's capital stock as provided in such Note.

     1.2  Issuance  of  Warrant.  Subject  to  the terms of this Agreement, Anza
agrees  to  sell  to Purchaser, and Purchaser agrees to purchase, at the Closing
(as  hereinafter  defined),  a warrant for the amount of shares set forth in the
Schedule of Purchasers attached hereto in substantially the form attached hereto
as Exhibit B (the "WARRANT").
   ---------

2.   The  Closing

     2.1  Closing  Date.  The  closing  of the purchase and sale of the Note and
Warrant  (the  "CLOSING")  shall be held on the Effective Date, or at such other
time  as  the  Company  and  the  Purchaser  shall  agree  (the "CLOSING DATE").

     2.2  Delivery.  At the Closing, (i) Purchaser will deliver to the Company a
check  or  wire  transfer  funds  in  the  amount  of Purchaser's Loan Amount as
indicated  on  the  Schedule of Purchasers; and (ii) the Company shall issue and
deliver  to  Purchaser  a  Note  in  favor of Purchaser payable in the principal
amount  of Purchaser's Loan Amount and Anza shall issue and deliver to Purchaser
a  Warrant  to  purchase the applicable number of shares of Anza's common stock.

3.   Representations, Warranties and Covenants of the Company and Anza

     The  Company  and  Anza  hereby  represent and warrant to each Purchaser as
follows:


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     3.1  Corporate  Power.  The  Company and Anza will have at the Closing Date
all requisite corporate power to execute and deliver this Agreement and to carry
out and perform its obligations under the terms of this Agreement.

     3.2  Authorization.  All  corporate  action  on the part of the Company and
Anza,  their  directors  and  stockholders  necessary  for  the  authorization,
execution,  delivery  and  performance  of this Agreement by the Company and the
performance  of  the Company's obligations hereunder, including the issuance and
delivery  of  the  Note and Warrant and the reservation of the equity securities
issuable  upon  exercise of the Warrant or conversion of the Note has been taken
or  will  be  taken  prior  to  the  issuance  of  such equity securities.  This
Agreement,  the Note and the Warrant, when executed and delivered by the Company
and Anza, shall constitute valid and binding obligations of the Company and Anza
enforceable  in  accordance  with  their  terms,  subject  to  laws  of  general
application  relating to bankruptcy, insolvency, the relief of debtors and, with
respect  to  rights  to indemnity, subject to federal and state securities laws.
All  common stock of Anza, when issued in compliance with the provisions of this
Agreement,  the  Note  or  the  Warrant,  will be validly issued, fully paid and
nonassessable  and  free of any liens or encumbrances.  The issuance of the Note
and  Warrant  pursuant  to the provisions of this Agreement will not violate any
preemptive rights or rights of first refusal granted by the Company or Anza, and
the  Note  and  Warrant will be issued in compliance with all applicable federal
and  state securities laws, and will be free of any liens or encumbrances, other
than any liens or encumbrances created by or imposed upon the holders through no
action  of the Company or Anza; provided, however, that the Note and the Warrant
may be subject to restrictions on transfer under state and/or federal securities
laws  as  set forth herein or as otherwise required by such laws at the time the
transfer  is  proposed.

     3.3  Governmental  Consents.  All  consents,  approvals,  orders,  or
authorizations of, or registrations, qualifications, designations, declarations,
or filings with, any governmental authority, required on the part of the Company
and  Anza in connection with the valid execution and delivery of this Agreement,
the  offer,  sale or issuance of the Note, the Warrant and the equity securities
issuable  upon  exercise  of  the  Warrant,  conversion  of  the  Note  or  the
consummation  of  any  other  transaction  contemplated  hereby  shall have been
obtained  and  will  be effective at the Closing, except for notices required or
permitted  to  be  filed  with certain state and federal securities commissions,
which  notices  will  be  filed  on  a  timely  basis.

     3.4  Offering.  Assuming the accuracy of the representations and warranties
of  Purchaser  contained  in Section 4 hereof, the offer, issue, and sale of the
Note  and  Warrant  are  and will be exempt from the registration and prospectus
delivery requirements of the Securities Act of 1933, as amended (the "ACT"), and
have  been  registered  or  qualified  (or  are  exempt  from  registration  and
qualification)  under the registration, permit, or qualification requirements of
all  applicable  state  securities  laws.


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4.   Representations and Warranties of the Purchaser

     4.1  Purchase  for  Own Account.  Purchaser represents that he is acquiring
the  Note,  the  equity  securities  issuable  upon  conversion of the Note, the
Warrant  and  the  equity  securities  issuable  upon  exercise  of  the Warrant
(collectively,  the  "SECURITIES")  solely  for  his  own account and beneficial
interest  for  investment and not for sale or with a view to distribution of the
Securities  or  any  part  thereof,  has  no  present  intention  of selling (in
connection  with a distribution or otherwise), granting any participation in, or
otherwise  distributing  the  same,  and  does  not  presently  have  reason  to
anticipate  a  change  in  such  intention.

     4.2  Ability  to  Bear  Economic  Risk.  Purchaser  acknowledges  that  an
investment in the Securities involves a high degree of risk, and represents that
it  is  able,  without materially impairing its financial condition, to hold the
Securities for an indefinite period of time and to suffer a complete loss of its
investment.

     4.3  Further  Limitations  on  Disposition.  Purchaser further acknowledges
that  the  Securities  are restricted securities under Rule 144 of the Act, and,
therefore, when issued by Company to Purchaser will contain a restrictive legend
substantially  similar  to  the  following:

          THESE  SECURITIES  HAVE  NOT  BEEN  REGISTERED  UNDER  THE
          SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"). THEY MAY NOT
          BE  SOLD,  OFFERED  FOR SALE, PLEDGED OR HYPOTHECATED IN THE
          ABSENCE  OF  AN  EFFECTIVE  REGISTRATION STATEMENT AS TO THE
          SECURITIES  UNDER  THE  ACT  OR  AN  OPINION  OF  COUNSEL
          SATISFACTORY  TO  THE  COMPANY THAT SUCH REGISTRATION IS NOT
          REQUIRED.

     Without  in any way limiting the representations set forth above, Purchaser
further  agrees  not  to  make  any  disposition  of  all  or any portion of the
Securities  unless  and  until:

          (a)  There  is  then  in effect a Registration Statement under the Act
     covering  such  proposed  disposition  and  such  disposition  is  made  in
     accordance  with  such  Registration  Statement;  or

          (b)  Purchaser  shall  have  notified  the  Company  of  the  proposed
     disposition  and shall have furnished the Company with a detailed statement
     of  the  circumstances  surrounding  the  proposed  disposition,  and  if
     reasonably  requested  by  the  Company, Purchaser shall have furnished the
     Company with an opinion of counsel, reasonably satisfactory to the Company,
     that  such  disposition  will not require registration under the Act or any
     applicable  state  securities  laws.


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          (c)  Notwithstanding  the  provisions of paragraphs (a) and (b) above,
     no such registration statement or opinion of counsel shall be necessary for
     a  transfer  by  such  Purchaser  to  a  stockholder or partner (or retired
     partner)  of  Purchaser, or transfers by gift, will or intestate succession
     to  any spouse or lineal descendants or ancestors, if all transferees agree
     in  writing to be subject to the terms hereof to the same extent as if they
     were  Purchasers  hereunder.

          (d)  Accredited  Investor  Status.  Purchaser  is  an  "accredited
     investor" as such term is defined in Rule 501 under the Act.

5.   Miscellaneous

     5.1  Binding  Agreement.  The  terms and conditions of this Agreement shall
inure  to  the  benefit  of  and  be  binding upon the respective successors and
assigns  of  the  parties.  Nothing  in this Agreement, expressed or implied, is
intended  to  confer  upon any third party any rights, remedies, obligations, or
liabilities  under  or by reason of this Agreement, except as expressly provided
in  this  Agreement.

     5.2  Governing  Law.  This  Agreement  shall  be  governed by and construed
under  the  laws  of  the  State  of  California  as applied to agreements among
California  residents,  made  and  to  be performed entirely within the State of
California.

     5.3  Counterparts.  This  Agreement  may  be  executed  in  two  or  more
counterparts,  each  of  which  shall  be  deemed  an original, but all of which
together  shall  constitute  one  and  the  same  instrument.

     5.4  Titles and Subtitles.  The titles and subtitles used in this Agreement
are  used  for  convenience  only  and are not to be considered in construing or
interpreting  this  Agreement.

     5.5  Notices.  All  notices  required  or  permitted  hereunder shall be in
writing and shall be deemed effectively given: (a) upon personal delivery to the
party to be notified, (b) when sent by confirmed facsimile if sent during normal
business  hours  of the recipient, if not, then on the next business day, or (c)
one  (1)  day  after  deposit  with  a  nationally recognized overnight courier,
specifying  next  day  delivery,  with  written  verification  of  receipt.  All
communications  shall  be  sent  to the Company and Anza at 3200 Bristol Street,
Suite  700, Costa Mesa, CA  92626, Facsimile (714) 424-0389, and to Purchaser at
the  address  set forth on the Schedule of Purchasers attached hereto or at such
other address as the Company or Purchaser may designate by ten (10) days advance
written  notice  to  the  other  parties  hereto.

     5.6  Modification;  Waiver.  No  modification or waiver of any provision of
this  Agreement  or  consent to departure therefrom shall be effective unless in
writing and approved by the Company, Anza, and the Purchaser.


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     5.7  Entire  Agreement.  This  Agreement and the Exhibits hereto constitute
the  full and entire understanding and agreement between the parties with regard
to  the subjects hereof and no party shall be liable or bound to any other party
in  any  manner  by  any  representations,  warranties, covenants and agreements
except  as  specifically  set  forth  herein.

     5.8  Expenses.  The  Company  shall pay all costs and expenses with respect
to the negotiation, execution, delivery and performance of the Agreement.

     5.9  Conflict of Interest.  Purchaser acknowledges that The Lebrecht Group,
APLC represents Anza and has represented Anza in connection with the negotiation
and  drafting  of  this  Agreement.  One  or  more  of  the  Purchaser's  may be
affiliated  with  Anza,  and  the  Company, Anza, and Purchaser hereby waive any
conflict  of  interest  that  may arise as a result of the representation by The
Lebrecht  Group,  APLC.

[remainder of page intentionally left blank; signature page to follow]


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     In  Witness  Whereof,  the  parties  have  executed  this  Note and Warrant
Purchase Agreement as of the date first written above.

"Company"                               "Purchaser"

American Residential Funding, Inc.,     Amres Holding, LLC,
a Nevada corporation                    a Nevada limited liability company


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


"Anza"

Anza Capital, Inc.,
a Nevada corporation


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


SCHEDULES  AND  EXHIBITS

Schedule of Purchasers
Exhibit A: Form of Convertible Promissory Note
Exhibit B: Form of Warrant


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                             SCHEDULE OF PURCHASERS


               Name & Address           Loan Amount        Warrants
               ------------------       ---------------------------
               Amres Holding, LLC         $125,000         250,000



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                                    EXHIBIT A

                       FORM OF CONVERTIBLE PROMISSORY NOTE



                                  Page 8 of 9
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                                    EXHIBIT B

                                 FORM OF WARRANT



                                  Page 9 of 9
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