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.

                                     WARRANT

                               Anza Capital, Inc.

              (Incorporated under the laws of the State of Nevada)


     THIS  IS  TO CERTIFY that, for value received, Amres Holding, LLC, a Nevada
limited  liability  company (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 Two Hundred Fifty Thousand (250,000) fully
paid  and  nonassessable  shares  of  common  stock of the Company (the "Warrant
Securities")  at the exercise price set forth in Section 1 below, (the "Exercise
Price").

     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 hereof until 5:00 p.m. Pacific Time on the date which is five
(5)  years  from  the  date  hereof, by presentation and surrender hereof to the
Company  of  a  notice  of election to purchase duly executed and accompanied by
payment  by  of the Exercise Price.  The Exercise Price for each share of common
stock  of  the  Company  shall  be  $0.10  per  share.

     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 ten (10) 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 1 of 6
<PAGE>
     3.   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.

     4.   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.

     5.   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.

     6.   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.


                                  Page 2 of 6
<PAGE>
     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.

     7.   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.

     8.   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 exercise price, 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.

     9.   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.


                                  Page 3 of 6
<PAGE>
     10.  TRANSFERABILITY.  This  Warrant  may be transferred or assigned by the
Holder  at  any  time,  and  Holder  agrees  to  provide  notice  to the Company
immediately  of  any  such  transfer  or  assignment.

     11.  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.

     12.  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.

     13.  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 12 hereof, or, in
the  alternative,  in  any other form or manner permitted by law. Orange County,
California  shall  be  proper  venue.

     14.  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.

     15.  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.

     16.  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.

     17.  REGISTRATION  RIGHTS.

          (a)  Piggyback  Registration  Rights.  If Anza at any time proposes to
conduct  an  offering  of its securities so as to register any of its securities
under  the  Securities  Act  of  1933  (the  "Act"),  including  under  an  S-1
Registration Statement or otherwise, it will at such time give written notice to
Holder,  or its assigns, of its intention so to do.  Upon the written request of
Holder,  or assigns, given within 10 days after receipt of any such notice, Anza
will use its best efforts to cause the Warrant Securities to be registered under
the  Act  (with  the  securities  which  Anza at the time proposes to register).


                                  Page 4 of 6
<PAGE>
          (b)  The registration rights set forth herein will terminate upon such
time  as  the  Warrant  Securities  may  be  resold  without  regard  to  volume
limitations  under  Rule  144  promulgated  under  the  Act.

     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:  October 11, 2004                Anza Capital, Inc.,
                                        a Nevada corporation


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


                                  Page 5 of 6
<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  $___________,  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)


                                  Page 6 of 6
<PAGE>