THIS  CONVERTIBLE  SECURED  PROMISSORY  NOTE  HAS  NOT BEEN REGISTERED UNDER THE
SECURITIES  ACT  OF  1933,  AS  AMENDED.  NO SALE OR DISPOSITION MAY BE EFFECTED
EXCEPT  IN  COMPLIANCE WITH RULE 144 UNDER SAID ACT OR AN EFFECTIVE REGISTRATION
STATEMENT  RELATED  THERETO OR AN OPINION OF COUNSEL FOR THE HOLDER SATISFACTORY
TO  THE  COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE ACT OR RECEIPT
OF  A  NO-ACTION  LETTER  FROM  THE  SECURITIES  AND  EXCHANGE  COMMISSION.

                       CONVERTIBLE SECURED PROMISSORY NOTE

$ 125,000                                                       October 11, 2004
                                                          Costa Mesa, California

     For  value  received,  American  Residential  Funding,  Inc.,  a  Nevada
corporation  (the  "Company"),  promises  to pay to Amres Holding, LLC, a Nevada
limited  liability  company,  or its assigns (the "Holder") the principal sum of
One  Hundred  Twenty Five Thousand Dollars ($125,000).  The principal hereof and
any  unpaid  accrued interest thereon shall be due and payable on or before 5:00
p.m.,  Pacific  Standard  Time, on October 11, 2006 (unless such payment date is
accelerated  as  provided  in  Section  6  hereof).  Payment  of all amounts due
hereunder  shall  be made at the address of the Holder provided for in Section 7
hereof.  Interest  shall  accrue on the outstanding principal amount at the rate
of  twelve percent (12%) per annum, compounded annually based on a 365-day year.
Interest  shall  commence  with  the  date  hereof  and  shall  continue  on the
outstanding  principal  until paid in full.  Interest shall be paid to Holder by
Company  quarterly  beginning  on  January  1, 2005 and on the first day of each
calendar  quarter  thereafter  during  the  term  hereof.

     1.   PREPAYMENT.  The Company may, at its option, at any time and from time
to  time,  prepay all or any part of the principal balance of this Note, without
penalty  or  premium,  provided  that concurrently with each such prepayment the
Company  shall  pay accrued interest on the principal, if any, so prepaid to the
date  of  such  prepayment;  and  provided further that prior to making any such
prepayments, Company shall first deliver to Holder a written notice of Company's
intention to so prepay all or any part of the principal balance, stating therein
the  amount  Company  intends to prepay (a "Prepayment Notice"), and Holder will
have  ten  (10)  days following receipt of any Prepayment Notice within which to
give  Company  a  Notice  of  Conversion  (as  hereinafter defined) and elect to
convert  all or any portion of the principal amount of this Note Company intends
to  prepay,  as  stated  in  the Prepayment Notice, into the common stock of the
Company  as  provided  in  this  Note.

     2.   CONVERSION.  The  Holder  of  this Note is entitled, at its option, at
any  time  beginning on the date hereof, and in whole or in part, to convert the
outstanding  principal  amount  of  this  Note,  or any portion of the principal
amount hereof, and any accrued interest, into shares of the common stock of Anza
Capital,  Inc.,  the  parent  company  of the Company ("Anza").  Any amounts the
Holder elects to convert will be converted into common stock at a price equal to
75% of the average closing bid price for Anza's common stock during the five (5)
trading  days  immediately  prior  to  delivery  of  a Notice of Conversion (the
"Conversion  Price").  Any  conversion  shall be effectuated by giving a written
notice  ("Notice  of  Conversion")  to  the


                                        1
<PAGE>
Company  and  to  Anza  on the date of conversion, stating therein the amount of
principal and accrued interest due to Holder under this Note being converted.

     3.   CONVERSION  PRICE  ADJUSTMENTS.  The  Conversion  Price  shall  not be
adjusted for stock splits or subdivisions, dividends, or otherwise.

     4.   TRANSFERABILITY.  This  Note  shall  not  be  transferred,  pledged,
hypothecated,  or  assigned by the Holder without the express written consent of
the Company, which consent will not be unreasonably withheld.

     5.   SECURITY.     This  Note  is  secured by, and entitled to the benefits
of,  that  certain  Company  Security Agreement, dated as of even date herewith,
executed  by  the  Company  in  favor  of  the  Holder  and granting to Holder a
second-priority  security  interest  in  and  lien upon all of the assets of the
Company.

     6.   DEFAULT.  The  occurrence  of  any  one  of the following events shall
constitute  an  Event  of  Default:

          (a)  The  non-payment, when due, of any principal or interest pursuant
     to  this  Note;

          (b)  The  material  breach  of  any representation or warranty in this
     Note.  In  the  event  the Holder becomes aware of a breach of this Section
     6(b),  then  provided such breach is capable of being cured by Company, the
     Holder  shall  notify the Company in writing of such breach and the Company
     shall  have  five  (5)  business  days  after  notice  to cure such breach;

          (c)  The breach of any covenant or undertaking, not otherwise provided
     for  in  this  Section  6;

          (d)  The commencement by the Company of any voluntary proceeding under
     any  bankruptcy,  reorganization,  arrangement, insolvency, readjustment of
     debt,  receivership,  dissolution,  or  liquidation  law  or statute of any
     jurisdiction,  whether  now  or hereafter in effect; or the adjudication of
     the  Company  as  insolvent or bankrupt by a decree of a court of competent
     jurisdiction;  or  the  petition  or  application  by  the  Company  for,
     acquiescence  in,  or  consent  by  the  Company to, the appointment of any
     receiver or trustee for the Company or for all or a substantial part of the
     property  of  the Company; or the assignment by the Company for the benefit
     of  creditors;  or the written admission of the Company of its inability to
     pay  its  debts  as  they  mature;  or

          (e)  The  commencement  against the Company of any proceeding relating
     to  the  Company  under  any  bankruptcy,  reorganization,  arrangement,
     insolvency,  adjustment  of  debt, receivership, dissolution or liquidation
     law  or  statute  of  any jurisdiction, whether now or hereafter in effect,
     provided,  however,  that  the  commencement of such a proceeding shall not
     constitute  an  Event of Default unless the Company consents to the same or
     admits  in  writing  the  material  allegations of same, or said proceeding
     shall  remain  undismissed  for  20  days;  or  the  issuance of any order,
     judgment  or  decree  for  the


                                        2
<PAGE>
     appointment  of  a  receiver  or  trustee  for  the Company or for all or a
     substantial  part  of the property of the Company, which order, judgment or
     decree  remains  undismissed  for  20  days;  or  a  warrant of attachment,
     execution,  or similar process shall be issued against any substantial part
     of  the  property  of  the  Company.

     Upon the occurrence of any Default or Event of Default, the Holder, may, by
written  notice  to  the  Company,  declare  all  or  any  portion of the unpaid
principal  amount  due  to  Holder,  together with all accrued interest thereon,
immediately  due  and payable, in which event it shall immediately be and become
due and payable, provided that upon the occurrence of an Event of Default as set
forth in paragraph (d) or paragraph (e) hereof, all or any portion of the unpaid
principal  amount  due  to  Holder,  together with all accrued interest thereon,
shall  immediately  become  due  and  payable  without  any  such  notice.

     7.   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  as  follows:

     If  to  the  Company:         American Residential Funding, Inc.
                                   3200 Bristol Street, Suite 700
                                   Costa Mesa, CA  92626
                                   Attn:  President
                                   Facsimile No.:  (714) 424-0389

     If  to  Anza:                 Anza Capital, Inc.
                                   3200 Bristol Street, Suite 700
                                   Costa Mesa, CA  92626
                                   Attn:  President
                                   Facsimile No.:  (714) 424-0389

          with  a  copy  to:       The Lebrecht Group, APLC
                                   22342 Avenida Empresa, Suite 220
                                   Rancho Santa Margarita, CA  92688
                                   Attn:  Brian A. Lebrecht, Esq.
                                   Facsimile No.:  (949) 635-1244

     If  to  Holder:               Amres Holding, Inc.
                                   3200 Bristol Street, Suite 700
                                   Costa Mesa, CA  92626
                                   Attn:  President
                                   Facsimile No.:  (714) 424-0389

     or  at  such other address as the Company or Purchaser may designate by ten
(10) days advance written notice to the other Party hereto.


                                        3
<PAGE>
     8.   GOVERNING  LAW;  VENUE.  The  terms of this Note shall be construed in
accordance  with  the  laws  of the State of California, as applied to contracts
entered  into  by California residents within the State of California, and to be
performed  entirely  within the State of California.  The parties agree that any
action  brought  to  enforce  the  terms  of  this  Note  will be brought in the
appropriate  federal  or  state  court  having  jurisdiction over Orange County,
California.

     9.   ATTORNEY'S FEES.  In the event the Holder hereof shall refer this Note
to  an  attorney  to enforce the terms hereof, the Company agrees to pay all the
costs  and  expenses  incurred in attempting or effecting the enforcement of the
Holder's  rights,  including  reasonable attorney's fees, whether or not suit is
instituted.

     10.  CONFORMITY  WITH  LAW.  It  is the intention of the Company and of the
Holder  to  conform strictly to applicable usury and similar laws.  Accordingly,
notwithstanding  anything  to  the  contrary in this Note, it is agreed that the
aggregate  of  all  charges which constitute interest under applicable usury and
similar  laws  that  are  contracted  for,  chargeable or receivable under or in
respect  of this Note, shall under no circumstances exceed the maximum amount of
interest  permitted  by  such  laws,  and  any  excess,  whether  occasioned  by
acceleration  or  maturity  of  this  Note  or  otherwise,  shall  be  canceled
automatically,  and if theretofore paid, shall be either refunded to the Company
or  credited  on  the  principal  amount  of  this  Note.

     11.  MODIFICATION;  WAIVER.  No  modification or waiver of any provision of
this Note or consent to departure therefrom shall be effective unless in writing
and  approved  by  the  Company  and  the  Holder.

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


                                        4
<PAGE>
     IN  WITNESS  WHEREOF,  Company  has  executed  this  Convertible  Secured
Promissory Note as of the date first written above.

"Company"

American Residential Funding, Inc.
a Nevada corporation


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


Executed only to acknowledge the conversion provisions of Section 2, above:

"Anza"

Anza Capital, Inc.,
a Nevada corporation


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


                                        5
<PAGE>