ANZA CAPITAL, INC.

                              A NEVADA CORPORATION



                             DEBT EXCHANGE AGREEMENT



     This  Debt  Exchange  Agreement (the "Agreement") is entered into effective

this  28th  day  of  February,  2003 by and between Anza Capital, Inc., a Nevada

corporation  ("Anza"  or the "Company") and Vincent Rinehart (the "Noteholder").

Each  of  the  Company  and the Noteholder shall be referred to as a "Party" and

collectively  as  the  "Parties."



                                    RECITALS



     WHEREAS,  the  Company  has  undertaken a recapitalization of its corporate

structure,  which will include (but not be limited to) the voluntary exchange of

certain  preferred stock for newly created preferred stock, the exchange of debt

and  warrants  for  stock,  and  a reverse stock split (the "Recapitalization");



     WHEREAS,  the Noteholder is the record and beneficial owner of a promissory

note  dated  June  27,  2001  in  the  original principal amount of $485,446.00,

payable  by  the  Company  (as  e-Net  Financial.com  Corporation, the Company's

previous  name)  to  AMRES  Holding  LLC  (a predecessor to the Noteholder) (the

"Surrendered  Note");



     WHEREAS,  the current principal balance due and owing under the Surrendered

Note  is  $360,446  (the  "Surrendered  Note  Principal"), plus accrued interest

through  the  date hereof equal to $73,043.06 (the "Surrendered Note Interest");



     WHEREAS,  the  Noteholder  is  the  holder  of options to acquire 2,500,000

shares  of  Company  common  stock  as  evidenced  by  that certain Stock Option

Agreement dated June 1, 2001, amended on July 2, 2001, and granted to Noteholder

pursuant  to  the  terms  of  his  employment  agreement dated June 1, 2001 (the

"Surrendered  Options").



     WHEREAS,  in  connection with the Recapitalization, the Company has offered

for the Noteholder to cancel the Surrendered Options and convert the Surrendered

Note  into  6,000,000  shares  of  Company  common stock (the "Conversion Common

Shares"),  and  18,800  shares  of  newly created Series F Convertible Preferred

Stock  (the  "Preferred  Exchange  Shares"),  in  accordance  with the terms and

conditions hereof, and the Noteholder desires to accept the offer and consummate

the  exchange.



     NOW,  THEREFORE,  for good and adequate consideration, the receipt of which

is  hereby  acknowledged,  the  Parties  covenant, promise and agree as follows:



{PAGE}



                                    AGREEMENT



     1.     TERMS  OF  THE  EXCHANGE:  The  Exchange shall be consummated on the

            ------------------------

following  terms  and  conditions:



     (a)  Within three (3) business days of the execution of this Agreement, the

Noteholder  shall  surrender  to the Company the Surrendered Note, duly endorsed

for  transfer  to  the  Company.



     (b)  Effective  as  of  the  date  of  this Agreement, the Noteholder shall

convert  all  of the Surrendered Note Interest and an aggregate of $46,956.94 of

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