-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, KE4XaeW53WcxRQ4QSjyD1fNdB5uVtj3pMHZtXYpHLaA14xTf+A8yLpVuwAnBH/9Z UvHHU4UO559iVOBwNZvfww== 0001135432-03-000094.txt : 20030318 0001135432-03-000094.hdr.sgml : 20030318 20030318134619 ACCESSION NUMBER: 0001135432-03-000094 CONFORMED SUBMISSION TYPE: DEF 14C PUBLIC DOCUMENT COUNT: 27 CONFORMED PERIOD OF REPORT: 20030318 FILED AS OF DATE: 20030318 EFFECTIVENESS DATE: 20030318 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ANZA CAPITAL INC CENTRAL INDEX KEY: 0000926844 STANDARD INDUSTRIAL CLASSIFICATION: FINANCE SERVICES [6199] IRS NUMBER: 881273503 STATE OF INCORPORATION: NV FISCAL YEAR END: 0430 FILING VALUES: FORM TYPE: DEF 14C SEC ACT: 1934 Act SEC FILE NUMBER: 000-24512 FILM NUMBER: 03607438 BUSINESS ADDRESS: STREET 1: 3200 BRISTOL STREET STREET 2: SUITE 710 CITY: COSTA MESA STATE: CA ZIP: 92626 BUSINESS PHONE: 7148662100 MAIL ADDRESS: STREET 1: 3200 BRISTOL STREET STREET 2: SUITE 710 CITY: COSTA MESA STATE: CA ZIP: 92626 FORMER COMPANY: FORMER CONFORMED NAME: E NET CORP/NV DATE OF NAME CHANGE: 19990513 FORMER COMPANY: FORMER CONFORMED NAME: E-NET COM CORP DATE OF NAME CHANGE: 20000127 FORMER COMPANY: FORMER CONFORMED NAME: E NET FINANCIAL CORP DATE OF NAME CHANGE: 19990920 FORMER COMPANY: FORMER CONFORMED NAME: E-NET FINANCIAL COM CORP DATE OF NAME CHANGE: 20000317 DEF 14C 1 doc1.txt SCHEDULE 14C INFORMATION INFORMATION STATEMENT PURSUANT TO SECTION 14(C) OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. ) Check the appropriate box: [___] Preliminary Information Statement [___] Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) [ X ] Definitive Information Statement ANZA CAPITAL, INC. (Name of Registrant as Specified in Charter) Payment of Filing Fee (Check the appropriate box): [ X ] No fee required [___] Fee computed on table below per Exchange Act Rules 14c-5(g) and O-11 1) Title of each class of securities to which transaction applies: 2) Aggregate number of securities to which transaction applies: 3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule O-11 (Set forth the amount on which the filing fee is calculated and state how it was determined): 4) Proposed maximum aggregate value of transaction: 5) Total fee paid: [___] Fee paid previously with preliminary materials. [___] Check box if any part of the fee is offset as provided by Exchange Act Rule O-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. 1) Amount Previously Paid: 2) Form Schedule or Registration Statement No.: 3) Filing Party: 4) Date Filed: ANZA CAPITAL, INC. 3200 BRISTOL STREET, SUITE 700 COSTA MESA, CA 92626 NOTICE OF ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON APRIL 11, 2003 TO OUR SHAREHOLDERS: You are cordially invited to attend the Annual Meeting of the Shareholders of Anza Capital, Inc. (the "Company") to be held on April 11, 2003 at 10:00 AM, Pacific Standard Time, at the New York-New York Hotel and Casino, 3790 Las Vegas Boulevard South, Las Vegas, Nevada 89109, to consider and act upon the following proposals, as described in the accompanying Information Statement: 1. To elect four (4) directors to serve until the next Annual Meeting of Shareholders and thereafter until their successors are elected and qualified; 2. To amend the Articles of Incorporation of the Company to effectuate a one (1) for twenty (20) reverse stock split of the Company's issued and outstanding common stock; 3. To amend the Articles of Incorporation of the Company to increase the authorized preferred stock to 2,500,000 shares; 4. To adopt Restated Articles of Incorporation for the purpose of consolidating previous amendments to the Company's Articles of Incorporation; 5. To approve the Anza Capital, Inc. 2003 Omnibus Securities Plan; 6. To approve the Second Restated Bylaws of Anza Capital, Inc.; 7. To ratify the appointment of McKennon Wilson & Morgan LLP, Certified Public Accountants, as independent auditors of the Company for the fiscal year ending April 30, 2003; 8. To ratify the recent restructuring transactions involving preferred stockholders and debtholders; 9. To ratify the Company's stock repurchase plan; 10. To ratify the Company's acquisition strategy; and 11. To transact such other business as may properly come before the meeting or any adjournments thereof. 2 The foregoing items of business are more fully described in the Information Statement accompanying this Notice. The Board of Directors has fixed the close of business on March 5, 2003, as the record date for Shareholders entitled to notice of and to vote at this meeting and any adjournments thereof. By Order of the Board of Directors /s/ Vincent Rinehart ---------------------------------------- Vincent Rinehart, President March 18, 2003 Costa Mesa, California 3 WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY INFORMATION STATEMENT INTRODUCTION This information statement is being mailed or otherwise furnished to stockholders of Anza Capital, Inc., a Nevada corporation (the "Company") in connection with the upcoming annual meeting of its shareholders. This Information Statement is being first sent to stockholders on or about March 19, 2003. PROPOSALS The following proposals are being presented at the meeting (the "Proposals"): 1. To elect four (4) directors to serve until the next Annual Meeting of Shareholders and thereafter until their successors are elected and qualified; 2. To amend the Articles of Incorporation of the Company to effectuate a one (1) for twenty (20) reverse stock split of the Company's issued and outstanding common stock; 3. To amend the Articles of Incorporation of the Company to increase the authorized preferred stock to 2,500,000 shares; 4. To adopt Restated Articles of Incorporation for the purpose of consolidating previous amendments to the Company's Articles of Incorporation; 5. To approve the Anza Capital, Inc. 2003 Omnibus Securities Plan; 6. To approve the Second Restated Bylaws of Anza Capital, Inc.; 7. To ratify the appointment of McKennon Wilson & Morgan LLP, Certified Public Accountants, as independent auditors of the Company for the fiscal year ending April 30, 2003; 8. To ratify the recent restructuring transactions involving preferred stockholders and debtholders; 9. To ratify the Company's stock repurchase plan; 10. To ratify the Company's acquisition strategy; and 11. To transact such other business as may properly come before the meeting or any adjournments thereof. 4 VOTE REQUIRED The vote which is required to approve the above Proposals is the affirmative vote of the holders of a majority of the Company's voting stock. Each holder of common stock is entitled to one (1) vote for each share held. The holders of Series A and Series C Convertible Preferred Stock do not have any voting rights. The record date for purposes of determining the number of outstanding shares of voting stock of the Company, and for determining stockholders entitled to vote, is the close of business on March 5, 2003 (the "Record Date"). The Board of Directors of the Company adopted the resolution approving and recommending each of the Proposals on February 28, 2003. As of the Record Date, the Company had outstanding 96,597,900 shares of common stock, 434,554 shares of Series A Convertible Preferred Stock, and 8,201.5 shares of Series C Convertible Preferred Stock. Holders of the shares have no preemptive rights. All outstanding shares are fully paid and nonassessable. The transfer agent for the common stock is Securities Transfer Corporation, 2591 Dallas Parkway, Suite 102, Frisco, Texas 95034, telephone (469) 633-0101. VOTE OBTAINED - SECTION 78.320 NEVADA REVISED STATUTES Section 78.320 of the Nevada Revised Statutes (the "Nevada Law") provides that the written consent of the holders of the outstanding shares of voting stock, having not less than the minimum number of votes which would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted, may be substituted for such a meeting. Pursuant to Section 78.390 of the Nevada Revised Statutes, a majority of the outstanding voting shares of stock entitled to vote thereon is required in order to amend the Articles of Incorporation. In order to eliminate the costs and management time involved in obtaining proxies and in order to effect the Proposals as early as possible in order to accomplish the purposes of the Company as hereafter described, the Board of Directors of the Company voted to utilize, and did in fact obtain, the written consent of the holders of a majority of the voting power of the Company. Pursuant to Section 78.370 of the Nevada Revised Statutes, the Company is required to provide prompt notice of the taking of the corporate action without a meeting to the stockholders of record who have not consented in writing to such action. This Information Statement is intended to provide such notice. No dissenters' or appraisal rights under the Nevada Law are afforded to the Company's stockholders as a result of the approval of the Proposals. PROPOSAL ONE ELECTION OF DIRECTORS Directors are elected by the shareholders at each annual meeting to hold office until their respective successors are elected and qualified, and need not be shareholders of the Company or residents of the State of Nevada. Directors may receive compensation for their services as determined by the Board of Directors. See "Compensation of Directors." The number of Directors shall be set by the Board of Directors. Presently, the Board consists of two (2) members, namely Mr. Vincent Rinehart and Mr. Scott A. Presta. All of the above-mentioned directors have chosen to stand for re-election and have been nominated for re-election by the Board. In addition, the Board has nominated Mr. Kenneth Arevalo and Mr. L. Wade Svicarovich for election to the Board. 5 The Board of Directors has instructed the President to explore additional candidates to be added to the Board. No candidates have been identified at this time. Voting for the election of directors is non-cumulative, which means that a simple majority of the shares voting may elect all of the directors. Each share of common stock is entitled to one (1) vote and, therefore, has a number of votes equal to the number of authorized directors. The outstanding shares of Series A and Series C Convertible Preferred Stock are not entitled to vote. Although management of the Company expects that each of the following nominees will be available to serve as a director, in the event that any of them should become unavailable prior to the shareholders meeting, a replacement will be appointed by a majority of the then-existing Board of Directors. Management has no reason to believe that any of its nominees, if elected, will be unavailable to serve. All nominees are expected to serve until the next Annual Meeting of Shareholders or until their successors are duly elected and qualified. NOMINEES FOR ELECTION AS DIRECTOR The following table sets forth certain information with respect to persons nominated by the Board of Directors of the Company for election as Directors of the Company and who will be elected following the annual shareholders meeting:
Name Age Position(s) - ----------------------- --- ------------------------------------------------- Vincent Rinehart. . . . 52 Director, President, Chief Executive Officer, and Principal Accounting Officer Scott A. Presta . . . . 30 Director Kenneth Arevalo . . . . 33 Director Nominee L. Wade Svicarovich . . 58 Director Nominee
VINCENT RINEHART has been a director and the President and Chief Executive Officer of the Company since April 12, 2000, and its Chairman since January 1, 2001. He also serves in the following capacities: Chairman of the Board of AMRES (commencing in 1997); Chief Executive Officer of Firstline Mortgage, Inc., a HUD-approved originator of FHA, VA, and Title 1 loans (commencing in 1985); and Chairman of the Board of Firstline Relocation Services, Inc., a three - -office enterprise that provides real estate sales, financing, destination, and departure services to Fortune 500 companies (commencing in 1995). Mr. Rinehart received his B.A. in Business Administration from California State University at Long Beach in 1972. SCOTT A. PRESTA has been a director of the Company since April 12, 2000. A former member of the National Association of Securities Dealers, Inc., he was the licensed General Securities Principal of Pacific Coast Financial Services, Inc., ("Pacific Coast"), a brokerage firm in Long Beach, California, from October of 1993 through November of 1995. Following his tenure with the brokerage firm, Mr. Presta formed a series of companies that were involved in the real estate and oil and gas industries, one of which, Titus, was acquired by the Company. Mr. Presta attended California State University Long Beach from 1989 through spring of 1992, when he became employed by Pacific Coast. 6 KENNETH AREVALO has been Vice President of American California Bank in San Francisco since 1999, Assistant Vice President at Bank of the Orient in San Francisco the previous two years, and was a credit analyst at the Bank of Oakland from 1996 to 1997. Mr. Arevalo received his bachelor of Arts degree in Economics at St. Mary's College of California. He also attended Pacific Coast Banking School at the University of Washington in Seattle L. WADE SVICAROVICH has been the President and CEO of Kimlor Mills since 1993. He previously was Senior Vice President at Springs Industries from 1982 to 1993. Mr. Svicarovich attended Cal State Long Beach and served in the U.S. Army from 1965 to 1969, achieving the rank of Captain. To the Company's knowledge, none of the nominees presently serve as directors of public corporations other than Anza Capital, Inc. COMPENSATION OF DIRECTORS In November 2002, Scott Presta received 850,000 shares of our common stock for past services as a director and for agreeing to stand for re-election as a director, and Kenneth Arevalo and L. Wade Svicarovich each received 500,000 shares of common stock for agreeing to stand for re-election as a director. There are currently no agreements with any of the directors, or director nominees for additional compensation, and the Company does not anticipate paying any additional compensation. Directors of the Company are entitled to reimbursement for their travel expenses. The Company does not pay additional amounts for committee participation or special assignments of the Board of Directors. BOARD MEETINGS AND COMMITTEES During the fiscal year ended April 30, 2002, the Board of Directors met on numerous occasions and took written action on numerous other occasions. All the members of the Board attended the meetings. The written actions were by unanimous consent. We presently have no executive committee, nominating committee or audit committee of the Board of Directors. PROPOSAL TWO AMENDMENT TO THE ARTICLES OF INCORPORATION TO EFFECTUATE A 1-FOR-20 REVERSE STOCK SPLIT GENERAL On February 28, 2003, the Board of Directors approved, subject to stockholder approval, an Amendment to the Company's Articles of Incorporation to effectuate a one (1) for twenty (20) reverse stock split of the Company's issued and outstanding common stock. The Board of Directors believes that a reverse stock split is in the best interest of the Company and its shareholders in order to increase the Company's stock price so as to position it for a possible listing on a national exchange, and to make available authorized but unissued common stock which may be used for raising capital and for acquisitions. On March 5, 2003, the Proposal was approved by written consent of a majority of the Company's stockholders. 7 AMENDMENT TO EFFECTUATE A 1-FOR-20 REVERSE STOCK SPLIT On February 28, 2003, the Board of Directors of the Company approved, declared it advisable and in the Company's best interests and directed that there be submitted to the holders of a majority of the Company's common stock for action by written consent, the proposed amendment to Article 5 of the Company's Articles of Incorporation to effectuate a 1-for-20 reverse stock split of the presently issued and outstanding shares of common stock. The Board of Directors has fixed the close of business on March 5, 2003 as the record date for the determination of shareholders who are entitled to give consent and receive this Information Statement. As of the record date, the Company had outstanding 96,597,900 shares of common stock held by approximately 75 shareholders of record. The Board of Directors further elected that any fractional shares created as a result of the reverse stock split would be rounded up to the nearest whole share. After the reverse stock split, there will be approximately 4,829,895 shares of common stock issued and outstanding. The Board of Directors believes that it is advisable and in the Company's best interests to have available additional authorized but unissued shares of common stock in an amount adequate to provide for the Company's future needs. The additional shares will be available for issuance from time to time by the Company in the discretion of the Board of Directors, normally without further stockholder action (except as may be required for a particular transaction by applicable law, requirements of regulatory agencies or by stock exchange rules), for any proper corporate purpose including, among other things, future acquisitions of property or securities of other corporations, stock dividends, stock splits, stock options, convertible debt and equity financing. The availability of additional authorized but unissued shares will be achieved by effectuating a 1-for-20 reverse stock split of the presently issued and outstanding common stock, without changing the authorized common stock. This step is necessary, in the judgment of the Board of Directors, in order to attract potential new equity capital and carry out the Company's business objectives. AMENDMENT TO INCREASE THE AUTHORIZED PREFERRED STOCK TO 2,500,000 SHARES On February 28, 2003, the Board of Directors of the Company approved, declared it advisable and in the Company's best interests and directed that there be submitted to the holders of a majority of the Company's common stock for action by written consent the proposed amendment to Article 5 of the Company's Articles of Incorporation to increase the authorized preferred stock from 1,000,000 shares to 2,500,000 shares, par value $0.001 per share, the rights, privileges, and preferences of which would be determined by the Board of Directors, in their sole discretion, from time to time. The Board of Directors believes that it is advisable and in the Company's best interests to have available additional authorized but unissued shares of preferred stock in an amount adequate to provide for the Company's future needs. The additional shares will be available for issuance from time to time by the Company in the discretion of the Board of Directors, normally without further stockholder action (except as may be required for a particular transaction by applicable law, requirements of regulatory agencies or by stock exchange rules), for any proper corporate purpose including, among other things, future acquisitions of property or securities of other corporations, stock dividends, stock splits, stock options, convertible debt and equity financing. This step is necessary, in the judgment of the Board of Directors, in order to attract potential new equity capital and carry out the Company's business objectives. 8 CERTAIN MATTERS RELATED TO THE PROPOSAL The amendment will become effective upon filing the Amendment to the Company's Articles of Incorporation, anticipated to be approximately twenty-one (21) days after this Information Statement has been distributed to the Company's stockholders. PROPOSAL THREE TO INCREASE THE AUTHORIZED PREFERRED STOCK TO 2,500,000 SHARES GENERAL On February 28, 2003, the Board of Directors approved, subject to stockholder approval, an Amendment to the Company's Articles of Incorporation to increase the authorized preferred stock to 2,500,000 shares. On March 5, 2003, the Proposal was approved by written consent of a majority of the Company's stockholders. Following the effectiveness of the restructuring transactions presented in Proposal Eight of this Information Statement, the Company will have outstanding approximately 245,000 shares of preferred stock of all classes, leaving approximately 755,000 shares of preferred stock available for issuance. The Board of Directors believes that it is in the best interest of the Company to increase the authorized preferred stock to 2,500,000 shares in order to have more shares of preferred stock available for raising capital and for completing acquisitions. AMENDMENT TO INCREASE THE AUTHORIZED PREFERRED STOCK TO 2,500,000 SHARES On February 28, 2003, the Board of Directors of the Company approved, declared it advisable and in the Company's best interests and directed that there be submitted to the holders of a majority of the Company's common stock for action by written consent the proposed amendment to Article 5 of the Company's Articles of Incorporation to increase the authorized preferred stock from 1,000,000 shares to 2,500,000 shares, par value $0.001 per share, the rights, privileges, and preferences of which would be determined by the Board of Directors, in their sole discretion, from time to time. The Board of Directors believes that it is advisable and in the Company's best interests to have available additional authorized but unissued shares of preferred stock in an amount adequate to provide for the Company's future needs. The additional shares will be available for issuance from time to time by the Company in the discretion of the Board of Directors, normally without further stockholder action (except as may be required for a particular transaction by applicable law, requirements of regulatory agencies or by stock exchange rules), for any proper corporate purpose including, among other things, future acquisitions of property or securities of other corporations, stock dividends, stock splits, stock options, convertible debt and equity financing. This step is necessary, in the judgment of the Board of Directors, in order to attract potential new equity capital and carry out the Company's business objectives. CERTAIN MATTERS RELATED TO THE PROPOSAL The amendment will become effective upon filing the Amendment to the Company's Articles of Incorporation, anticipated to be approximately twenty-one (21) days after this Information Statement has been distributed to the Company's stockholders. 9 PROPOSAL FOUR ADOPTION OF RESTATED ARTICLES OF INCORPORATION On February 28, 2003, the Board of Directors approved, subject to stockholder approval, the Restated Articles of Incorporation of Anza Capital, Inc. Following the initial filing of the Company's original Articles of Incorporation. The Company has filed numerous amendments to its Articles of Incorporation, and the reverse stock split and authorized preferred stock discussed herein will be an additional amendment. In order to simplify the Company's Articles of Incorporation and the various subsequent amendments, the Board of Directors believes it in the Company's best interest to consolidate the original Articles of Incorporation and the subsequent amendments into a single Restated Articles of Incorporation. The Restated Articles will become effective upon their filing, anticipated to be approximately twenty-one (21) days after this Information Statement has been distributed to the Company's stockholders. PROPOSAL FIVE APPROVAL OF THE ANZA CAPITAL, INC. 2003 OMNIBUS SECURITIES PLAN GENERAL On February 28, 2003, the Board of Directors of the Company approved, declared it advisable and in the Company's best interests and directed that there be submitted to the holders of a majority of the Company's voting stock for action by written consent, the Anza Capital, Inc. 2003 Omnibus Securities Plan (the "2003 Securities Plan"). On March 5, 2003, the Proposal was approved by written consent of a majority of the Company's stockholders. PURPOSE The purpose of the 2003 Securities Plan is to promote the interests of the Company (including its subsidiaries) and its stockholders by using investment interests in the Company to attract, retain and motivate its management and other persons, including officers, directors, key employees and certain consultants, to encourage and reward such persons' contributions to the performance of the Company and to align their interests with the interests of the Company's stockholders. In furtherance of this purpose, the 2003 Securities Plan authorizes the granting of the following types of stock-based awards (each, an "Award"): - stock options (including incentive stock options and non-qualified stock options); - restricted stock awards; - unrestricted stock awards; and - performance stock awards. Each of these types of Awards is described below under "Awards." 10 ELIGIBILITY Key employees (including employees who are also directors or officers), directors and certain consultants of the Company or any subsidiary are eligible to be granted Awards under the 2003 Securities Plan at the discretion of the Board of Directors. In determining the eligibility of any person, as well as in determining the number of shares to be covered by an Award and the type or types of Awards to be made, the Board of Directors may consider: - the position, relationship, responsibilities and importance of the person to the Company; and - such other factors as the Board of Directors deems relevant. Selected consultants may participate in the 2003 Securities Plan if: - the consultant renders bona fide services to the Company or one of its subsidiaries; - the services rendered by the consultant are not in connection with the offer or sale of securities in a capital-raising transaction and do not directly or indirectly promote or maintain a market for the Company's securities; and - the consultant is a natural person who has contracted directly with the Company or a subsidiary of the Company to render such services. ADMINISTRATION The 2003 Securities Plan currently is administered by the Board of Directors. In the future, the Board of Directors may form a Compensation Committee to administer the 2003 Securities Plan. Any Compensation Committee must be comprised of at least two non-employee directors. If a Compensation Committee is formed to administer the 2003 Securities Plan, the Board of Directors will delegate to the Compensation Committee full authority, in its discretion, to: - select the persons to whom Awards will be granted (each a "Participant"); - grant Awards under the 2003 Securities Plan; - determine the number of shares to be covered by each Award; - determine the nature, amount, pricing, timing and other terms of the Award; - interpret, construe and implement the provisions of the 2003 Securities Plan (including the authority to adopt rules and regulations for carrying out the purposes of the plan); and - terminate, modify or amend the 2003 Securities Plan. The 2003 Securities Plan is not subject to the provisions of the Employee Retirement Income Security Act of 1974. SHARES SUBJECT TO THE PLAN A total of 750,000 shares of Common Stock (subject to adjustment as described below) are reserved for issuance under the 2003 Securities Plan. Shares of common stock issued under the 2003 Securities Plan may be authorized but unissued shares, or shares reacquired by the Company, including shares purchased on the open market. The unexercised, unearned or yet-to-be acquired portions of any Award that expire, terminate or are canceled, and shares of common stock issued pursuant to Awards under the 2003 Securities Plan that are reacquired by the Company pursuant to the terms under which such shares were issued, will again become available for the grant of further Awards. 11 ADJUSTMENT. In general, the aggregate number of shares as to which Awards may be granted to Participants under the 2003 Securities Plan, the number and kind of shares thereof covered by each outstanding Award, and/or the price per share thereof in each such Award will, upon a determination of the Board of Directors, all be proportionately adjusted for any increase or decrease in the number of issued shares of common stock resulting from an increase, decrease or exchange in the outstanding shares of common stock or additional shares or new or different shares are distributed in respect of such shares of common stock, through merger, consolidation, sale or exchange of all or substantially all of the assets of the Company, reorganization, recapitalization, reclassification, stock dividend, stock split, reverse stock split, spin-off or other distribution with respect to such shares. On May 1 of each year, the number of shares in the 2003 Securities Plan shall automatically be adjusted to an amount equal to ten percent (10%) of the outstanding stock of the Company on April 30 of the immediately preceding year. Fractional interests will not be issued upon any adjustments made by the Board or Directors; however, the committee may, in its discretion, make a cash payment in lieu of any fractional shares of common stock issuable as a result of such adjustments. AWARDS STOCK OPTIONS. Under the 2003 Securities Plan, the Board of Directors may grant either incentive stock options or nonqualified stock options. Incentive stock options and non-qualified stock options may be granted for such number of shares of common stock as the Board of Directors determines. The exercise price for each stock option is determined by the Board of Directors. Stock options must have an exercise price of at least 85% (100% in the case of incentive stock options, or at least 110% in the case of incentive stock options granted to certain employees owning more than 10% of the outstanding voting stock) of the fair market value of the common stock on the date the stock option is granted. Under the 2003 Securities Plan, fair market value of the common stock for a particular date is generally the average of the closing bid and asked prices per share for the stock as quoted on the OTC Bulletin Board on such date. No stock option may be exercised after the expiration of ten years from the date of grant (or five years in the case of incentive stock options granted to certain employees owning more than 10% of the outstanding voting stock). Pursuant to the 2003 Securities Plan, the aggregate fair market value of the common stock, for which one or more incentive stock options granted to any participant may for the first time become exercisable as incentive stock options under the federal tax laws during anyone calendar year shall not exceed $100,000. A stock option may be exercised in whole or in part according to the terms of the applicable stock option agreement by delivery of written notice of exercise to the Company specifying the number of shares to be purchased. The exercise price for each stock option may be paid by the Participant in cash or by such other means as the Board of Directors may authorize. Fractional shares are not to be issued upon exercise of a stock option. The Board of Directors may grant reload stock options in tandem with stock options that provide for an automatic grant of a stock option in the event a participant pays the exercise price of a stock option by delivery of common stock. 12 The Board of Directors may, in its discretion, at any time after the grant of a stock option, accelerate vesting of such option, as a whole or in part, by increasing the number of shares then purchasable. However, the Board of Directors may not increase the total number of shares subject to an option. Subject to the foregoing and the other provisions of the 2003 Securities Plan, stock options may be exercised at such times and in such amounts and be subject to such restrictions and other terms and conditions, if any, as determined by the Board of Directors. RESTRICTED STOCK. Restricted stock may be awarded by the Board of Directors subject to such terms, conditions and restrictions as it deems appropriate. Restrictions may include limitations on voting rights and transferability of the shares, restrictions based on the duration of employment or engagement with the Company, and Company or individual performance. Restricted stock may not be sold or encumbered until all restrictions expire or are terminated. In this regard, the Secretary of the Company or such other escrow holder as the Board of Directors may appoint shall retain physical custody of each certificate representing restricted stock until all restrictions imposed under the applicable Award Agreement shall expire or be removed. The Board of Directors may require the Participant to pay the Company an amount at least equal to the par value of the common stock awarded to the Participant. Subject to any limitations imposed by the applicable Award Agreement, from the date a Participant becomes the holder of record of restricted stock, the Participant has all the rights of a stockholder with respect to such shares, including the right to vote the shares and to receive all dividends and other distributions paid with respect to the shares. The 2003 Securities Plan provides that to the extent the Board of Directors elects to grant an Award of restricted stock, the Award Agreement applicable thereto shall, except in certain specified situations, provide the Company with the right to repurchase the restricted stock then subject to restrictions immediately upon a termination of employment or engagement for any reason whatsoever at a cash price per share equal to the price paid by the Participant for the restricted stock. UNRESTRICTED STOCK. The Board of Directors may, in its discretion, grant an Award of unrestricted stock to any eligible Participant, pursuant to which such Participant may receive shares of Common Stock free of any vesting restrictions under the 2003 Securities Plan. The Board of Directors may also sell shares of unrestricted stock to eligible Participants at a purchase price determined in its discretion. Unrestricted stock may be granted or sold in respect of past services or other valid consideration, or in lieu of any cash compensation due to such individual. PERFORMANCE STOCK AWARDS. The Board of Directors may make performance stock awards under the 2002 Securities Plan based upon terms it deems appropriate. The Board of Directors may make performance stock awards independent of or in connection with the granting of any other Award under the 2003 Securities Plan. The Board of Directors shall determine whether and to whom performance stock awards shall be made, the performance criteria applicable under each such Award, the periods during which performance is to be measured, and all other limitations and conditions applicable to the awarded shares. The Board of Directors may utilize any of the following performance criteria when granting performance stock awards: - net income; - pre-tax income; - operating income; - cash flow; 13 - earnings per share; - return on equity; - return on invested capital or assets; - cost reductions or savings; - funds from operations; - appreciation in the fair market value of the common stock; - earnings before anyone or more of the following: interest, taxes, depreciation or amortization; and - such other criteria deemed appropriate by the Board of Directors. The Participant receiving a performance stock award shall have the rights of a stockholder only as to shares actually received by the Participant and not with respect to shares subject to the Award but not actually received. At any time prior to the Participant's termination of employment (or other business relationship) by the Company, the Board of Directors may, in its discretion, accelerate, waive or, subject to the other provisions of the 2003 Securities Plan, amend any and all performance criteria specified under any performance stock award. FEDERAL INCOME TAX CONSEQUENCES The following is a brief summary of the principal federal income tax consequences of the grant and exercise of Awards under present law. This summary is not intended to be exhaustive and does not describe foreign, state or local tax consequences. Recipients of Awards are advised to consult their personal tax advisors with regard to all tax consequences arising with respect to the Awards. TAX WITHHOLDING. If a distribution is made under this 2003 Securities Plan in cash, the Company will withhold taxes as required by law. If an Award is satisfied in the form of shares of the common stock, then no shares may be issued unless and until arrangements satisfactory to the Company have been made to satisfy any tax withholding obligations applicable with respect to such Award. DEDUCTIBILITY OF AWARDS. Company deductions for Awards granted under the 2003 Securities Plan are limited by Section 162(m) of the Internal Revenue Code of 1986 (the "Code") which generally limits the Company's deduction for non-performance based compensation to $1.0 million per year for the Company's CEO and its other four (4) most highly compensated officers. The Company has not paid any compensation to any executive officers that was not deductible by reason of the prohibition of Section 162(m). INCENTIVE STOCK OPTIONS. Pursuant to the 2003 Securities Plan, employees may be granted stock options that are intended to qualify as "incentive stock options" under the provisions of Section 422 of the Code. An optionee will not recognize any taxable income for federal income tax purposes upon receipt of an incentive stock option or, generally, at the time of exercise of an incentive stock option. The exercise of an incentive stock option generally will result in an increase in an optionee's taxable income for alternative minimum tax purposes. If an optionee exercises an incentive stock option and does not dispose of the shares received in a subsequent "disqualifying disposition" (generally, a sale, gift or other transfer within two years after the date of grant of the incentive stock option or within one year after the shares are transferred to the optionee), upon disposition of the shares any amount realized in excess of the optionee's tax basis in the shares disposed of will be treated as a 14 long-term capital gain, and any loss will be treated as a long-term capital loss. In the event of a disqualifying disposition, the difference between the fair market value of the shares received on the date of exercise and the exercise price (limited, in the case of a taxable sale or exchange, to the excess of the amount realized upon disposition over the optionee's tax basis in the shares) will be treated as compensation received by the optionee in the year of disposition. Any additional gain will be taxable as a capital gain and any loss as a capital loss, which will be long-term or short-term, depending on the length of time the optionee held the shares. If the exercise price of an incentive stock option is paid in whole or in part with shares of common stock, no income gain or loss generally will be recognized by the optionee with respect to the shares of common stock paid as the exercise price. However, if such shares of common stock were received upon the exercise of an incentive stock option, the use of those shares as payment of the exercise price will be considered a disposition for purposes of determining whether there has been a disqualifying disposition of those shares. Neither the Company nor any of its subsidiaries will be entitled to a deduction with respect to shares received by an optionee upon exercise of an incentive stock option and not disposed of in a disqualifying disposition. If an amount is treated as compensation received by an optionee because of a disqualifying disposition, the Company or one of its subsidiaries generally will be entitled to a corresponding deduction in the same amount for compensation paid. NON-QUALIFIED STOCK OPTIONS. An optionee will not recognize any taxable income for federal income tax purposes upon receipt of a non-qualified stock option. Upon the exercise of a non-qualified stock option the amount by which the fair market value of the shares received, determined as of the date of exercise, exceeds the exercise price, the stock option will be treated as compensation received by the optionee in the year of exercise. If the exercise price of a non-qualified stock option is paid in whole or in part with shares of common stock, (i) no income, gain or loss will be recognized by the optionee on the receipt of shares equal in value on the date of exercise to the shares delivered in payment of the exercise price, and (ii) no income, gain or loss will be recognized by the optionee with respect to the shares of common stock paid as the exercise price of the option. The fair market value of the remainder of the shares received upon exercise of the non-qualified stock option, determined as of the date of exercise, less the amount of cash, if any, paid upon exercise, will be treated as compensation income received by the optionee on the date of exercise of the stock option. The Company or one of its subsidiaries, generally will be entitled to a deduction for compensation paid in the same amount treated as compensation received by the optionee. RELOAD OPTION RIGHTS. An optionee should not recognize any taxable income for federal income tax purposes upon receipt of reload option rights, and a reload option should be treated as a non-qualified stock option. RESTRICTED STOCK. A recipient of restricted stock will not recognize any taxable income for federal income tax purposes in the year of the Award, provided the shares are subject to restrictions (that is, they are non- transferable and subject to a substantial risk of forfeiture). However, the recipient may elect under Section 83(b) of the Code to recognize compensation income in the year of the Award in an amount equal to the fair market value of the shares on the date of the Award (less the amount paid by the recipient for such shares), determined without regard to the restrictions. If the recipient does not make a Section 83(b) election, the fair market value of the shares on the date the restrictions lapse (less the amount paid by the recipient for such shares) will be treated as compensation income to the recipient and will be taxable in the year the restrictions lapse. The Company or one of its subsidiaries generally will be entitled to a deduction for compensation paid in the same amount treated as compensation income to the recipient. 15 UNRESTRICTED STOCK. Any shares of common stock received pursuant to an Award of unrestricted stock will be treated as compensation income received by the recipient, generally, in the year in which the recipient receives such shares. In each case, the amount of compensation income will equal the fair market value of the shares of common stock on the date compensation income is recognized (less the amount, if any, paid by the recipient for such shares). The Company or one of its subsidiaries, generally, will be entitled to a corresponding deduction in the same amount for compensation paid. PERFORMANCE STOCK AWARDS. A recipient of a performance stock award will not recognize any taxable income for federal income tax purposes upon receipt of the Award. Any shares of common stock received pursuant to the Award will be treated as compensation income received by the recipient, generally, in the year in which the recipient receives such shares of common stock. The amount of compensation income will equal the fair market value of the shares of common stock on the date compensation income is recognized. The Company or one of its subsidiaries, generally, will be entitled to a deduction for compensation paid in the same amount treated as compensation income to the recipient. OTHER TAX MATTERS. The exercise by a recipient of a stock option, the lapse of restrictions on restricted stock, or the deemed earnout of performance stock awards following the occurrence of a change in control, in certain circumstances, may result in: - a 20% federal excise tax (in addition to federal income tax) to the recipient on certain payments of common stock or cash resulting from such exercise or deemed earnout of performance stock awards or, in the case of restricted stock, on all or a portion of the fair market value of the shares on the date the restrictions lapse; and - the loss of a compensation deduction which would otherwise be allowable to the Company or one of its subsidiaries as explained above. GRANTS UNDER THE 2003 SECURITIES PLAN As of the date of this Information Statement, no employee has been granted Options or Shares under the Plan. PROPOSAL SIX ADOPTION OF SECOND RESTATED BYLAWS On February 28, 2003, the Board of Directors approved, subject to stockholder approval, the Second Restated Bylaws of Anza Capital, Inc. In order to simplify the Company's Bylaws and subsequent amendments, including changing the name of the Bylaws to correspond with the Company's current name, the Board of Directors believes it in the Company's best interest to adopt the Second Restated Bylaws of Anza Capital, Inc. There are five material changes made by the Second Restated Bylaws: - The existing bylaws of the Company are known as the Amended and Restated Bylaws of E-Net Financial.com Corporation. The Second Restated Bylaws are known as the Second Restated Bylaws of Anza Capital, Inc. to correspond to the name of the Company. 16 - The existing bylaws of the Company provide that the number of directors shall be set from time to time by the Board of Directors. The Board of Directors believes it is in the best interest of the Company and its shareholders to fix the number of directors. The Second Restated Bylaws of Anza Capital, Inc. provide that the Board of Directors shall consist of at least one (1) but not more than nine (9) directors. - The existing bylaws of the Company state that cumulative voting shall be allowed for the election of directors. The Articles of Incorporation of the Company, as amended, expressly state that cumulative voting is not allowed. Thus, the existing bylaws are not consistent with the Company's Articles of Incorporation, as amended. The Second Restated Bylaws of Anza Capital, Inc. do not provide for cumulative voting. - The existing bylaws of the Company provide that a special meeting of shareholders may be called by shareholders holding at least thirty three percent (33%) of the outstanding stock of the Company. The Board of Directors believes it is in the best interest of the Company and its shareholders to reduce this percentage to ten percent (10%). The Second Restated Bylaws of Anza Capital provide that a special meeting of shareholders may be called by shareholders holding at least ten percent (10%) of the outstanding stock of the Company. - The existing bylaws of the Company provide that any provision in the bylaws can be amended by the Board of Directors, without further shareholder approval. The Board of Directors of the Company believes it is in the best interest of the Company and its shareholders to provide that the number of directors may not be changed without shareholder approval. The Second Restated Bylaws of Anza Capital, Inc. provide that the bylaws may be amended by the Board of Directors, other than an amendment to the bylaws changing the authorized number of directors. The Second Restated Bylaws will become effective upon their execution, anticipated to be approximately twenty-one (21) days after this Information Statement has been distributed to the Company's stockholders. PROPOSAL SEVEN RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS The Board of Directors has appointed McKennon Wilson & Morgan LLP, independent auditors, to audit the consolidated financial statements of the Company for the fiscal year ending April 30, 2003,and seeks ratification of such appointment. In the event of a negative vote on such ratification, the Board of Directors will reconsider its appointment. Representatives of McKennon Wilson & Morgan LLP are expected to be present at the annual meeting, will have the opportunity to make a statement if they desire to do so, and are expected to be available to respond to appropriate questions. 17 AUDIT FEES During the fiscal year ended April 30, 2002, McKennon Wilson & Morgan LLP billed the Company approximately $75,500 in fees for professional services. Of this amount, $48,000 was for performing the audits of the Company's annual financial statements, which include the stand-alone financial statements of American Residential Funding, Inc. filed with the Department of Housing and Urban Development ("HUD"), as well as various state regulatory bodies, $17,000 was for reviewing the Company's quarterly financial statements included in its quarterly reports on Form 10-QSB for the fiscal year then ended, and $4,000 for services responding to inquiries of regulatory bodies. FINANCIAL INFORMATION SYSTEMS DESIGN AND IMPLEMENTATION FEES During the fiscal year ended April 30, 2002, the Company did not engage McKennon Wilson & Morgan LLP to provide advice regarding financial information systems design and implementation. ALL OTHER FEES During the fiscal year ended April 30, 2002, McKennon Wilson & Morgan LLP billed the Company approximately $6,500 for professional services related to preparation of income tax returns. The Company does not have an audit committee, however, the Company's Board of Directors has considered whether the services provided by McKennon Wilson & Morgan LLP in connection with the other fees is compatible with maintaining the independence of McKennon Wilson & Morgan LLP. PROPOSAL EIGHT RATIFICATION OF RECENT RESTRUCTURING TRANSACTIONS INVOLVING PREFERRED STOCKHOLDERS AND DEBTHOLDERS The Board of Directors has authorized and approved a series of transactions, which were undertaken as part of a plan of restructuring the Company, so as to better position it for growth and acquisitions, and seeks ratification of such approvals. In each transaction with the Series A and Series C preferred stockholders, the stockholders exchanged their preferred stock for a new class of preferred stock that the Board of Directors believed was less burdensome to the Company, primarily because of its more favorable conversion provisions. In the transaction involving the exchange of debt, the Company was able to materially reduce its debt load. These transactions, in connection with the other restructuring proposals presented herein, are believed by management to position the Company for increased liquidity in its common stock, which will allow the Company to more easily raise capital and engage in acquisitions. The transactions presented for ratification are: (a) Stock Exchange Agreement dated February 28, 2003, by and between Anza Capital, Inc. and Keyway Investments, Ltd. Under the terms of the agreement, Keyway exchanged 4,006 shares of Series C Convertible Preferred Stock for (i) 8,181,491 shares of common stock, (ii) 2,003 shares of newly created Series D Convertible Preferred Stock, and (iii) warrants to acquire 183,168 shares of common stock, exercisable for a period of five years, with each one-third at an exercise price of $0.50, $0.75, and $0.90 per share, respectively. 18 (b) Stock Exchange Agreement dated February 28, 2003 by and between Anza Capital, Inc. and EURAM Cap Strat. "A" Fund Limited. Under the terms of the Agreement, EURAM exchanged 4,051 shares of Series C Convertible Preferred Stock for (i) 8,273,395 shares of common stock, (ii) 2,025.5 shares of newly created Series D Convertible Preferred Stock, and (iii) warrants to acquire 185,226 shares of common stock, exercisable for a period of five years, with each one-third at an exercise price of $0.50, $0.75, and $0.90 per share, respectively. (c) Stock Exchange Agreement dated February 28, 2003 by and between Anza Capital, Inc. and The dotCom Fund, LLC. Under the terms of the agreement, dotCom Fund exchanged 2,195 shares of Series C Convertible Preferred Stock for (i) 4,482,869 shares of Common Stock, (ii) 1,097.5 shares of newly created Series D Convertible Preferred Stock, and (iii) warrants to acquire 100,362 shares of common stock, exercisable for a period of five years, with each one-third at an exercise price of $0.50, $0.75, and $0.90 per share, respectively. (d) Stock Exchange Agreement dated February 28, 2003 by and between Anza Capital, Inc. and Cranshire Capital, L.P. Under the terms of the agreement, Cranshire exchanged 6,151 shares of Series C Convertible Preferred Stock for (i) 12,562,245 shares of common stock, (ii) 3,075.5 shares of newly created Series D Convertible Preferred Stock, and (iii) warrants to acquire 281,244 shares of common stock, exercisable for a period of five years, with each one-third at an exercise price of $0.50, $0.75, and $0.90 per share, respectively. (e) Stock Exchange Agreement dated February 28, 2003, by and between Anza Capital, Inc. and Barbara Dunster. Under the terms of the agreement, Dunster exchanged 347,643 shares of Series A Convertible Preferred Stock for 173,822 shares of newly created Series E Convertible Preferred Stock. (f) Stock Exchange Agreement dated February 28, 2003, by and between Anza Capital, Inc. and the Staron Family Trust. Under the terms of the agreement, Staron exchanged 86,911 shares of Series A Convertible Preferred Stock for 43,456 shares of newly created Series E Convertible Preferred Stock. (g) Debt Exchange Agreement dated February 28, 2003, by and between Anza Capital, Inc. and Vincent Rinehart. Under the terms of the agreement, Rinehart (i) cancelled options to acquire 2,500,000 shares of common stock and (ii) converted an aggregate of $433,489.06 in principal and interest under a promissory into (y) 6,000,000 shares of common stock, and (z) 18,800 shares of newly created Series F Convertible Preferred Stock. MATERIAL PROVISIONS OF SECURITIES BEING EXCHANGED The Series C Convertible Preferred Stock is convertible, at any time at the option of the holder, into shares of common stock at a price equal to the lesser of: (a) $6.91 per share; or (b) 85% of the average closing bid price of the common stock during the five trading days preceding the conversion. The conversion rights were suspended as part of the Stock Exchange Agreement dated February 28, 2003 until the earlier to occur of (i) the annual shareholders meeting, or (ii) June 30, 2003. The Series A Convertible Preferred Stock is convertible, at any time at the option of the holder, into shares of common stock at a price equal to 90% of the last trade price on the trading day prior to conversion. The conversion rights were suspended as part of the Stock Exchange Agreement dated February 28, 2003, until the earlier to occur of (i) the annual shareholders meeting, or (ii) June 30, 2003. 19 MATERIAL PROVISIONS OF SECURITIES BEING ACQUIRED IN THE EXCHANGE Each share of Series D Convertible Preferred Stock (after giving effect to the 1-for-20 reverse stock split) (i) has a liquidation preference equal to $126.81 per share, (ii) is entitled to receive a quarterly non-cumulative dividend equal to 7% per annum, which may be paid in cash or in common stock at the discretion of the Company based on the average of the closing bid price for the last ten trading days of the applicable quarter, (iii) may be converted, after February 28, 2004, into 126.81 shares of Company common stock at the option of the holder, and (iv) is entitled to 126.81 votes on all matters submitted to the shareholders for approval. Each share of Series E Convertible Preferred Stock (after giving effect to the 1-for-20 reverse stock split) (i) has a liquidation preference (after the Series D Convertible Preferred Stock) equal to $1.00 per share, (ii) is entitled to a monthly, non-cumulative dividend equal to 12% per annum, payable in cash, and (iii) may be converted, only upon the mutual written consent of the holder and the Company, into common stock at the average of the closing bid price for the last ten days prior to the conversion date. The Series E Convertible Preferred Stock does not have any voting rights. Each share of Series F Convertible Preferred Stock (after giving effect to the 1-for-20 reverse stock split) (i) has a liquidation preference (after the Series D and Series E Convertible Preferred Stock) equal to $16.675 per share, (ii) is entitled to a quarterly, non-cumulative dividend of 1.75 shares of Company common stock, which may be paid in cash at the Company's discretion based on the average of the closing bid price for the last ten trading days of the applicable quarter, (iii) may be converted, after February 28, 2004, into 100 shares of Company common stock at the option of the holder, and (iv) is entitled to 100 votes on all matters submitted to the shareholders for approval. The Company is not in arrears with respect to any dividends on its Series A or Series C Convertible Preferred Stock which is being exchanged. PROPOSAL NINE RATIFICATION OF THE COMPANY'S STOCK REPURCHASE PLAN The Board of Directors has authorized the President of the Corporation to review plans for the repurchase of an undetermined number of shares of Anza Capital, Inc. common stock, and seeks ratification of such authorization. The shares may be repurchased from time to time in the open market or through negotiated transactions. The amount and timing of purchases under the program will depend upon a number of factors, including the price and availability of the Company's shares and general market conditions. The repurchased shares may be reserved for later reissue in connection with employee benefit plans and other general corporate purposes. The Board of Directors believes that the Company is undervalued based on its current stock price and thus represents a potentially favorable investment, and that by repurchasing its common stock in the open market, the Company can increase its earnings per share and help stabilize its stock price. 20 PROPOSAL TEN RATIFICATION OF ACQUISITION STRATEGY The Board of Directors has authorized and instructed the President of the Corporation to seek acquisition candidates, and seeks ratification of such instructions. The Company's revenues are primarily concentrated in one business, mortgage brokerage, and the Board of Directors believes that the Company should not only continue to expand revenues in that business, but should also consider diversifying by acquiring businesses with revenues in other related areas. The acquisition strategy is anticipated to focus initially on financial service providers, such as credit reporting, appraising, banking, and insurance. Candidates outside these industries will be considered on a case-by-case basis. There are currently no specific acquisition candidates under consideration or in negotiations with the Company. OTHER INFORMATION DIRECTORS AND EXECUTIVE OFFICERS The following table sets forth the names and ages of the current directors and executive officers of the Company, the principal offices and positions with the Company held by each person and the date such person became a director or executive officer of the Company. The executive officers of the Company are elected annually by the Board of Directors. The directors serve one year terms until their successors are elected. The executive officers serve terms of one year or until their death, resignation or removal by the Board of Directors. Unless described below, there are no family relationships among any of the directors and officers.
Name Age Position(s) - -------------------- --- ------------------------------------------------- Vincent Rinehart . . 52 Director, President, Chief Executive Officer, and Principal Accounting Officer Scott A. Presta. . . 30 Director
VINCENT RINEHART has been a director and the President and Chief Executive Officer of the Company since April 12, 2000, and its Chairman since January 1, 2001. He also serves in the following capacities: Chairman of the Board of AMRES (commencing in 1997); Chief Executive Officer of Firstline Mortgage, Inc., a HUD-approved originator of FHA, VA, and Title 1 loans (commencing in 1985); and Chairman of the Board of Firstline Relocation Services, Inc., a three - -office enterprise that provides real estate sales, financing, destination, and departure services to Fortune 500 companies (commencing in 1995). Mr. Rinehart received his B.A. in Business Administration from California State University at Long Beach in 1972. SCOTT A. PRESTA has been a director of the Company since April 12, 2000. A former member of the National Association of Securities Dealers, Inc., he was the licensed General Securities Principal of Pacific Coast Financial Services, Inc., ("Pacific Coast"), a brokerage firm in Long Beach, California, from October of 1993 through November of 1995. Following his tenure with the brokerage firm, Mr. Presta formed a series of companies that were involved in the real estate and oil and gas industries, one of which, Titus, was acquired by the Company. Mr. Presta attended California State University Long Beach from 1989 through spring of 1992, when he became employed by Pacific Coast. 21 EXECUTIVE COMPENSATION The Summary Compensation Table shows certain compensation information for services rendered in all capacities for the fiscal years ended April 30, 2002 and 2001. Other than as set forth herein, no executive officer's salary and bonus exceeded $100,000 in any of the applicable years. The following information includes the dollar value of base salaries, bonus awards, the number of stock options granted and certain other compensation, if any, whether paid or deferred.
ANNUAL COMPENSATION LONG TERM COMPENSATION ------------------------------ -------------------------------------------------- AWARDS PAYOUTS ------------------------- ---------------------- RESTRICTED SECURITIES OTHER ANNUAL STOCK UNDERLYING LTIP ALL OTHER NAME AND SALARY BONUS COMPENSATION AWARDS OPTIONS SARS PAYOUTS COMPENSATION PRINCIPAL POSITION YEAR ($) ($) ($) ($) (#) ($) ($) Vincent Rinehart . . 2002 290,000 5,000 24,000 -0- 2,500,000 -0- -0- Pres., CEO, Chairman 2001 180,697 -0- 17,364 -0- -0- -0- -0- Scott A. Presta. . . 2002 -0- -0- -0- -0- -0- -0- -0- Director . . . . . . 2001 -0- -0- -0- -0- -0- -0- -0-
OPTION/SAR GRANTS IN LAST FISCAL YEAR (INDIVIDUAL GRANTS) PERCENT OF TOTAL NUMBER OF SECURITIES OPTIONS/SARS UNDERLYING GRANTED EXERCISE OR OPTIONS/SARS GRANTED TO EMPLOYEES IN FISCAL BASE PRICE NAME (#) YEAR ($/SH) EXPIRATION DATE Vincent Rinehart . . . . . 2,500,000 100% N/A N/A Scott A. Presta. . . . . . -0- N/A N/A N/A
AGGREGATED OPTIONS/SAR EXERCISES IN LAST FISCAL YEAR AND FY-END OPTION/SAR VALUES VALUE OF UNEXERCISED NUMBER OF UNEXERCISED IN-THE-MONEY SHARES ACQUIRED SECURITIES UNDERLYING OPTION/SARS ON VALUE OPTIONS/SARS AT FY-END AT FY-END EXERCISE REALIZED (#) ($) NAME (#) ($) EXERCISABLE/UNEXERCISABLE EXERCISABLE/UNEXERCISABLE Vincent Rinehart . . . . . N/A N/A N/A N/A Scott A. Presta. . . . . . N/A N/A N/A N/A
COMPENSATION OF DIRECTORS In November 2002, Scott Presta received 850,000 shares of our common stock for past services as a director and for agreeing to stand for re-election as a director, and Kenneth Arevalo and L. Wade Svicarovich each received 500,000 shares of common stock for agreeing to stand for election as a director. There are currently no agreements with any of the directors, or director nominees for additional compensation, and the Company does not anticipate paying any additional compensation. Directors of the Company are entitled to reimbursement for their travel expenses. The Company does not pay additional amounts for committee participation or special assignments of the Board of Directors. 22 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS Effective March 1, 1999, we acquired e-Net Mortgage Corporation, a Nevada corporation ("e-Net Mortgage"), and City Pacific International, U.S.A., Inc., a Nevada corporation ("City Pacific"). Pursuant to the Share Exchange Agreement and Plan of Reorganization dated March 1, 1999, regarding e-Net Mortgage, its shareholders received 2,000,000 shares of the Company's common stock in exchange for all of the issued and outstanding stock of e-Net Mortgage, which became the Company's wholly owned subsidiary. Regarding City Pacific, its shareholders received 500,000 shares of the Company's common stock in exchange for all of the issued and outstanding stock of City Pacific, which also became our wholly owned subsidiary. Effective as of March 1, 1999, Michael Roth, who had owned 100% of e-Net Mortgage, became the Chairman, CEO, President, a director, and the owner of 44% of common stock. Also effective as of that date, Al Marchi, who had owned 100% of City Pacific, became a director and the owner of 11% of the common stock. Following this transaction, the Company entered into a series of acquisitions as part of our strategy of horizontal market penetration and in an effort to increase revenues. On November 29, 1999, the Company issued 250,000 shares of common stock to Paul Stevens in exchange for Mr. Stevens' transfer to the Company of 500,000 shares of common stock of EMB Corporation ("EMB") that he owned (the "Stevens EMB Shares"). On December 21, 1999, and in connection with that exchange, the Company entered into agreements with Digital Integrated Systems, Inc. ("DIS"), and EMB to acquire their respective 50% interests in VPN.COM JV Partners, a Nevada joint venture ("VPN Partners") involved in vertically integrated communications systems. In consideration of the purchase of the interests, the Company issued a one-year promissory note to DIS in the amount of $145,000 (the "DIS Note") and tendered to EMB the Stevens EMB Shares. At the time of such transactions, Mr. Stevens was the sole owner of DIS and the President and Chief Executive Officer of VPN Partners. Upon closing of the acquisitions, the Company integrated VPN Partners with VPNCOM.Net, Inc. (previously known as City Pacific). At the time of the transaction, the Company's management believed that VPN Partners and Mr. Stevens would contribute materially to the Company's planned expansion. On January 12, 2000, as revised on April 12, 2000, we entered into an agreement (the "Amended and Restated Purchase Agreement") with EMB to acquire two of its wholly owned subsidiaries, namely American Residential Funding, Inc., a Nevada corporation ("AMRES"), and Bravo Real Estate, Inc., a California corporation ("Bravo Real Estate"). At the time of the acquisition, AMRES was the principle operating company of EMB, and EMB had previously acquired AMRES from AMRES Holding LLC ("AMRES Holding"), in exchange for EMB common stock. Mr. Rinehart, now one of the Company's officers and one of two directors, controls AMRES Holding and his shares of the Company's common stock are held in the name of AMRES Holding. The purpose of the acquisition was to acquire market share, revenues, and certain key management personnel. The Company also acquired all of EMB's rights to acquire Titus Real Estate LLC, a California limited liability company ("Titus Real Estate") from its record owners. Titus Real Estate is the management company for Titus Capital Corp., Inc., a California real estate investment trust (the "Titus REIT"), in which the Company has no ownership interest. Titus REIT currently holds one apartment building in Long Beach, California, which is in escrow to be sold. 23 On February 11, 2000, the Company executed a purchase agreement (the "Titus Purchase Agreement") for the acquisition of Titus Real Estate and issued 100,000 shares of Class B Convertible Preferred Stock (the "B Preferred") to AMRES Holding/Rinehart, and 300,000 shares of the Company's common stock to Scott A. Presta, in their capacities as the owner-members of Titus Real Estate. Mr. Rinehart and Mr. Presta were not, at the time, otherwise affiliated with the Company in any way, but both became members of management in April 2000. Upon closing, Titus Real Estate became the Company's wholly owned subsidiary. The consideration given was valued at $1.6 million, all of which was allocated to Goodwill to be amortized over a period of 10 years. Management had hoped that the acquisition of Titus Real Estate would increase the overall revenue stream. The Company took a charge for impairment of goodwill in the amount of $1,155,057 in the fourth quarter 2000 with respect to the Company's investment in Titus Real Estate. On February 14, 2000, in a continuing effort to expand, the Company acquired all of the common stock of LoanNet Mortgage, Inc., a Kentucky corporation ("LoanNet"), a mortgage broker with offices in Kentucky and Indiana. Pursuant to the Stock Purchase Agreement dated February 14, 2000, we issued 250,000 shares of the Company's common stock, valued at $2.3 million, to the selling shareholders of LoanNet, which became a wholly-owned subsidiary. As of the closing of the transaction, LoanNet also had 400 shares outstanding of 8% non-cumulative, non-convertible preferred stock, the ownership of which has not changed. The preferred stock is redeemable for $100,000. As of February 28, 2001, all three LoanNet offices have been closed. The Company took a charge for impairment of goodwill in the amount of $1,985,012 in the fourth quarter 2000 with respect to the Company's investment in LoanNet. On March 1, 2000, the Company sold VPNCOM.Net, Inc., which had proven to be unprofitable and inconsistent with the Company changing business structure, to Al Marchi, its then-President. The sales consideration consisted of a 30-day promissory note in the principal amount of $250,000 (paid in full on April 15, 2000), the assumption of the DIS Note, and the return of 250,000 shares of common stock owned by Mr. Marchi. On March 17, 2000, the Company acquired all of the common stock of ExpiDoc.com, Inc., a California corporation ("ExpiDoc"). ExpiDoc is an Internet-based, nationwide notary service, with over 6,500 affiliated notaries, that provides document-signing services for various mortgage companies. Pursuant to the Stock Purchase Agreement dated February 14, 2000, the Company issued 24,000 shares of common stock, valued at $196,510, to the selling shareholders of ExpiDoc, which became a wholly owned subsidiary. As of the closing of the acquisition, the Company entered into management and consulting agreements with ExpiDoc's owners and management, including Mr. Rinehart and Mr. Presta. Mr. Rinehart and Mr. Presta were not, at the time, otherwise affiliated with the Company in any way, but both became members of management in April 2000. On April 12, 2000, the Company closed the acquisition of AMRES and Bravo Real Estate. Pursuant to the Amended and Restated Purchase Agreement, the Company issued 7.5 million shares of common stock to EMB, representing nearly 40% of the then issued and outstanding common stock, paid $1,595,000 cash, and issued a promissory note in the initial amount of $2,405,000, and AMRES and Bravo Real Estate became a wholly owned subsidiaries. As of April 30, 2001, the remaining principal balance of the promissory note was $1,055,000, and the note was cancelled in its entirety effective June 27, 2001, (see discussion of Global Settlement below). AMRES was the acquirer for financial reporting purposes. Since Bravo Real Estate had no operations or net assets, our management 24 determined that a nominal value of $1,000 be attributed to its name. The fair value attributable to the 7.5 million shares of common stock on April 12, 2000 was $3,838,000 based on the fair value of assets acquired. Because the purchase was accounted for as a reverse acquisition, the $4.0 million in cash and notes issued to EMB were treated as a deemed distribution with a charge to the Company's accumulated deficit. On April 12, 2000, James E. Shipley, the former CEO of EMB, was elected Chairman of the Board of Directors and Vincent Rinehart was elected President, Chief Executive Officer, and a director. Bravo Real Estate never commenced operations, had no assets, and is no longer an operating subsidiary. Mr. Shipley was the CEO, President, and a less than 5% owner of EMB at the time of the acquisition of AMRES and Bravo from EMB. Mr. Shipley resigned as Chairman of EMB and became Chairman in April 2000 (replacing Mr. Roth as Chairman), and resigned as one of the officers on December 31, 2000, when Mr. Rinehart became Chairman. Mr. Rinehart was never an officer or director of EMB, but was the owner of 2,000,000 shares of EMB common stock, making him an approximate 10% owner of EMB at the time of the sales in April 2000, and continues as one of the officers and directors, as well as an officer of all of the Company's wholly-owned subsidiaries. On April 12, 2000, in accordance with the provisions of the Certificate of Designations, Preferences and Rights of Class B Convertible Preferred Stock, AMRES Holding/Rinehart demanded that its B Preferred be repurchased by the Company for an aggregate of $1.0 million. On April 20, 2000, the Company agreed with AMRES Holding/Rinehart and Mr. Presta to amend the Titus Purchase Agreement to provide for the return of 100,000 shares of Class B Preferred Stock issued to AMRES Holding and Mr. Presta upon the issuance of 1,000,000 shares of common stock to them. On May 24, 2000, Michael Roth and Jean Oliver, the sole remaining officers and directors of prior management, resigned their remaining positions with the Company. On that date, Mr. Presta, an executive officer and director of Titus Real Estate, was elected as Secretary and director. On April 13, 2000, Mr. Shipley loaned the Company $300,000 due April 12, 2001, together with interest at 10% per annum. This loan was satisfied by the issuance of 150,000 shares of the Company's common stock to Mr. Shipley on or about April 25, 2001. Based on a press release by EMB, effective July 25, 2001, James E. Shipley again became the Chief Executive Officer of EMB. On July 1, 2001, the Company entered into an Employment Agreement with Vincent Rinehart. Under the terms of the agreement, the Company is to pay to Mr. Rinehart a salary equal to $275,000 per year, subject to an annual increase of 10% commencing January 1, 2002, plus an automobile allowance of $1,200 per month and other benefits, including life insurance. The agreement is for a term of 5 years and provides for a severance payment in the amount of $500,000 and immediate vesting of all stock options in the event his employment is terminated for any reason, including cause. Mr. Rinehart was granted options to acquire 2,500,000 shares of common stock at the closing price on the date of the agreement, which shall vest over a three-year period. The number of shares to be acquired upon exercise of the options shall not be adjusted for a stock split, and is limited to both a maximum value of $1,900,000, and 20% of the outstanding common stock of the Company. Mr. Rinehart's Employment Agreement was ratified by the shareholders of the Company at the 2001 Annual Shareholders Meeting. 25 On February 28, 2003, the Company entered into a Debt Exchange Agreement with Vincent Rinehart, Chairman, CEO, Secretary, and Chief Financial Officer. Under the terms of the agreement, Rinehart (i) cancelled options to acquire 2,500,000 shares of common stock previously acquired as part of his Employment Agreement, and (ii) converted an aggregate of $433,489.06 in principal and interest under a promissory into (y) 6,000,000 shares of common stock and (z) 18,800 shares of newly created Series F Convertible Preferred Stock. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT (BEFORE EFFECTIVENESS OF PROPOSALS) The following table sets forth, as of March 5, 2003, certain information with respect to the Company's equity securities owned of record or beneficially by (i) each officer and director of the Company; (ii) each person who owns beneficially more than 5% of each class of the Company's outstanding equity securities; and (iii) all directors and executive officers as a group.
COMMON STOCK ----------------------------------- NAME AND ADDRESS OF AMOUNT AND NATURE OF PERCENT TITLE OF CLASS BENEFICIAL OWNER (1) BENEFICIAL OWNERSHIP OF CLASS (2) - ----------------------------------- -------------------------------------- -------------------- ------------ Common Stock . . . . . . . . . . . . . . . Vincent Rinehart 10,145,500 10.5% Common Stock . . . . . . . . . . . . . . . Scott A. Presta 865,500 less than 1% Keyway Investments, Ltd. (3)(4) 19 Mount Havlock Common Douglas, Isle of Man Stock . . . . . . . . . . . . . . . United Kingdom 1m1 2QG 18,210,694 18.9% Cranshire Capital, L.P. (3) c/o Downsview Capital, Inc. Common 666 Dundee Road, Suite 1901 Stock . . . . . . . . . . . . . . . Northbrook, Illinois 60062 12,761,281 13.2% 21st Century Beneficial Trust (5) Common 1061 East Flamingo, Suite 1 Stock . . . . . . . . . . . . . . . Las Vegas, NV 89119 7,500,000 7.8% 26 The dotCom Fund, LLC (3) Common 666 Dundee Road, Suite 1901 Stock . . . . . . . . . . . . . . . Northbrook, Illinois 60062 6,611,334 6.8% Common All officers and directors as a group Stock . . . . . . . . . . . . . . . (2 persons) 11,011,000 11.4%
(1) Unless otherwise noted, the address of each beneficial owner is c/o Anza Capital, Inc., 3200 Bristol Street, Suite 700, Costa Mesa, California 92626. (2) Based on 96,597,900 shares outstanding as of March 5, 2003. (3) Does not include shares which may be issued upon the conversion of holder's Series C Convertible Preferred Stock because the conversion rights were suspended as part of the Stock Exchange Agreement dated February 28, 2003 until the earlier to occur of (i) the annual shareholders meeting, or (ii) June 30, 2003. The Series C Convertible Preferred Stock is convertible, at any time at the option of the holder, into shares of common stock at a price equal to the lesser of: (a) $6.91 per share; or (b) 85% of the average closing bid price of the common stock during the five trading days preceding the conversion. (4) Keyway Investments Ltd. has advised us that they beneficially own all of our securities owned of record by EURAM Cap Strat "A" Fund Limited. (5) Represents shares originally issued to EMB Corporation, who, to the best knowledge of the Company, assigned them to 21st Century Beneficial Trust.
PREFERRED STOCK ---------------------------------------- NAME AND ADDRESS OF AMOUNT AND NATURE OF PERCENT TITLE OF CLASS BENEFICIAL OWNER BENEFICIAL OWNERSHIP OF CLASS - ---------------------------------------- ------------------------------ -------------------- --------- Keyway Investments, Ltd. (5) 19 Mount Havlock SERIES C Douglas, Isle of Man PREFERRED (1). . . . . . . . . . . . . . United Kingdom 1M1 2QG 4,028.5 49.1% (2) Cranshire Capital, L.P. c/o Downsview Capital, Inc. SERIES C 666 Dundee Road, Suite 1901 PREFERRED (1). . . . . . . . . . . . . . Northbrook, Illinois 60062 3,075.5 37.5% (2) 27 The dotCom Fund, LLC SERIES C 666 Dundee Road, Suite 1901 PREFERRED (1). . . . . . . . . . . . . . Northbrook, Illinois 60062 1,097.5 13.4% (2) Barbara Dunster 5319 Appian Way SERIES A PREFERRED (3) . . . . . . . . . Long Beach, California 90242 347,643 80% (4) Staron Family Trust 12139 Julius Avenue SERIES A PREFERRED (3) . . . . . . . . . Downey, California 90242 86,911 20% (4) All officers and directors as a group (2 persons) -0- -0-
(1) The Series C Convertible Preferred Stock is convertible, at any time at the option of the holder, into shares of common stock at a price equal to the lesser of: (a) $6.91 per share; or (b) 85% of the average closing bid price of the common stock during the five trading days preceding the conversion. The conversion rights were suspended as part of the Stock Exchange Agreement dated February 28, 2003 until the earlier to occur of (i) the annual shareholders meeting, or (ii) June 30, 2003. (2) Based on 8,201.5 shares of Series D Convertible Preferred Stock outstanding as of March 5, 2003. (3) The Series A Convertible Preferred Stock is convertible, at any time at the option of the holder, into shares of common stock at a price equal to 90% of the last trade price on the trading day prior to conversion. The conversion rights were suspended as part of the Stock Exchange Agreement dated February 28, 2003, until the earlier to occur of (i) the Annual Shareholders Meeting, or (ii) June 30, 2003. (4) Based on 434,554 shares of Series E Convertible Preferred Stock outstanding as of March 5, 2003. (5) Keyway Investments Ltd. has advised us that they beneficially own all of our securities owned of record by EURAM Cap Strat "A" Fund Limited. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT (AFTER EFFECTIVENESS OF PROPOSALS) The following table sets forth, as of a date after giving effect to each of the proposals set forth herein, certain information with respect to the Company's equity securities owned of record or beneficially by (i) each officer and director of the Company; (ii) each person who owns beneficially more than 5% of each class of the Company's outstanding equity securities; and (iii) all directors and executive officers as a group. 28
COMMON STOCK (AFTER EFFECTIVENESS OF PROPOSALS) ---------------------------------- NAME AND ADDRESS OF AMOUNT AND NATURE OF PERCENT TITLE OF CLASS BENEFICIAL OWNER (1) BENEFICIAL OWNERSHIP OF CLASS (2) - ----------------------------------- -------------------------------------- -------------------- ------------ Common Stock . . . . . . . . . . . . . . . Vincent Rinehart (3) 507,275 10.5% Common Stock . . . . . . . . . . . . . . . Scott A. Presta 6,025 less than 1% Keyway Investments, Ltd. (6)(8) 19 Mount Havlock Common Douglas, Isle of Man Stock . . . . . . . . . . . . . . . United Kingdom 1M1 2QG 910,536 18.9% Cranshire Capital, L.P. (4) c/o Downsview Capital, Inc. Common 666 Dundee Road, Suite 1901 Stock . . . . . . . . . . . . . . . Northbrook, Illinois 60062 638,065 13.2% 21st Century Beneficial Trust (5) Common 1061 East Flamingo, Suite 1 Stock . . . . . . . . . . . . . . . Las Vegas, NV 89119 375,000 7.8% The dotCom Fund, LLC (7) Common 666 Dundee Road, Suite 1901 Stock . . . . . . . . . . . . . . . Northbrook, Illinois 60062 330,567 6.8% Common All officers and directors as a group Stock . . . . . . . . . . . . . . . (2 persons) (3) 550,550 11.4%
(1) Unless otherwise noted, the address of each beneficial owner is c/o Anza Capital, Inc., 3200 Bristol Street, Suite 700, Costa Mesa, California 92626. (2) Based on 4,829,895 shares outstanding. (3) Does not include 1,880,000 shares of common stock which may be acquired by Rinehart beginning on February 28, 2004 upon the conversion of 18,800 shares of Series F Convertible Preferred Stock. The shares of Series F Convertible Preferred Stock shall be voted equally with the common stock on all matters submitted to the shareholders, with the holder thereof having that number of votes equal to the number of shares of common stock which may be acquired upon conversion. (4) Does not include 390,004 shares of common stock which may be acquired by Cranshire beginning on February 28, 2004 upon the conversion of 3,075.5 shares of Series D Convertible Preferred Stock. The shares of Series D Convertible Preferred Stock shall be voted equally with the common stock on all matters submitted to the shareholders, with the holder thereof having that number of votes equal to the number of shares of common stock which may be acquired upon conversion. 29 (5) Represents shares originally issued to EMB Corporation, who, to the best knowledge of the Company, assigned them to 21st Century Beneficial Trust. (6) Does not include 510,854 shares of common stock which may be acquired by Keyway beginning on February 28, 2004 upon the conversion of 4,028.5 shares of Series D Convertible Preferred Stock. The shares of Series D Convertible Preferred Stock shall be voted equally with the common stock on all matters submitted to the shareholders, with the holder thereof having that number of votes equal to the number of shares of common stock which may be acquired upon conversion. (7) Does not include 139,174 shares of common stock which may be acquired by dotCom beginning on February 28, 2004 upon the conversion of 1,097.5 shares of Series D Convertible Preferred Stock. The shares of Series D Convertible Preferred Stock shall be voted equally with the common stock on all matters submitted to the shareholders, with the holder thereof having that number of votes equal to the number of shares of common stock which may be acquired upon conversion. (8) Keyway Investments Ltd. has advised us that they beneficially own all of our securities owned of record by EURAM Cap Strat "A" Fund Limited.
PREFERRED STOCK (AFTER EFFECTIVENESS OF PROPOSALS) ---------------------------------------- NAME AND ADDRESS AMOUNT AND NATURE PERCENT TITLE OF CLASS OF BENEFICIAL OWNER OF BENEFICIAL OWNERSHIP OF CLASS - ---------------------------------------- ------------------------------ ------------------------ --------- Keyway Investments, Ltd. (8) 19 Mount Havlock SERIES D Douglas, Isle of Man PREFERRED (1). . . . . . . . . . . . . . United Kingdom 1M1 2QG 4,028.5 49.1% (2) Cranshire Capital, L.P. c/o Downsview Capital, Inc. SERIES D 666 Dundee Road, Suite 1901 PREFERRED (1). . . . . . . . . . . . . . Northbrook, Illinois 60062 3,075.5 37.5% (2) The dotCom Fund, LLC SERIES D 666 Dundee Road, Suite 1901 PREFERRED (1). . . . . . . . . . . . . . Northbrook, Illinois 60062 1,097.5 13.4% (2) Barbara Dunster 5319 Appian Way SERIES E PREFERRED (3) . . . . . . . . . Long Beach, California 90242 173,822 80% (4) Staron Family Trust 12139 Julius Avenue SERIES E PREFERRED (3) . . . . . . . . . Downey, California 90242 43,456 20% (4) 30 Vincent Rinehart c/o Anza Capital, Inc. 3200 Bristol Street, Suite 700 SERIES F PREFERRED (5) . . . . . . . . . Costa Mesa, California 92626 18,800 100% (6) All officers and directors as a group (2 persons) 18,800 (7) 100% (7)
(1) Each share of Series D Convertible Preferred Stock (after giving effect to the 1-for-20 reverse stock split) (i) has a liquidation preference equal to $126.81 per share, (ii) is entitled to receive a quarterly non-cumulative dividend equal to 7% per annum, which may be paid in cash or in common stock at the discretion of the Company based on the average of the closing bid price for the last ten trading days of the applicable quarter, (iii) may be converted, after February 28, 2004, into 126.81 shares of Company common stock at the option of the holder, and (iv) is entitled to 126.81 votes on all matters submitted to the shareholders for approval. (2) Based on 8,201.5 shares of Series D Convertible Preferred Stock outstanding. (3) Each share of Series E Convertible Preferred Stock (after giving effect to the 1-for-20 reverse stock split) (i) has a liquidation preference (after the Series D Convertible Preferred Stock) equal to $1.00 per share, (ii) is entitled to a monthly, non-cumulative dividend equal to 12% per annum, payable in cash, and (iii) may be converted, only upon the mutual written consent of the holder and the Company, into common stock at the average of the closing bid price for the last ten days prior to the conversion date. The Series E Convertible Preferred Stock does not have any voting rights. (4) Based on 217,278 shares of Series E Convertible Preferred Stock outstanding. (5) Each share of Series F Convertible Preferred Stock (after giving effect to the 1-for-20 reverse stock split) (i) has a liquidation preference (after the Series D and Series E Convertible Preferred Stock) equal to $16.675 per share, (ii) is entitled to a quarterly, non-cumulative dividend of 1.75 shares of Company common stock, which may be paid in cash at the Company's discretion based on the average of the closing bid price for the last ten trading days of the applicable quarter, (iii) may be converted, after February 28, 2004, into 100 shares of Company common stock at the option of the holder, and (iv) is entitled to 100 votes on all matters submitted to the shareholders for approval. (6) Based on 18,800 shares of Series F Convertible Preferred Stock outstanding. (7) Represents Series F Convertible Preferred Stock only. (8) Keyway Investments Ltd. has advised us that they beneficially own all of our securities owned of record by EURAM Cap Strat "A" Fund Limited. 31 Compliance with Section 16(a) of the Securities Exchange Act of 1934. Section 16(a) of the Securities Exchange Act of 1934 requires the Company's directors and executive officers and persons who own more than ten percent of a registered class of the Company's equity securities to file with the SEC initial reports of ownership and reports of changes in ownership of common stock and other equity securities of the Company. Officers, directors and greater than ten percent shareholders are required by SEC regulations to furnish the Company with copies of all Section 16(a) forms they file. To the Company's knowledge, none of the required parties are delinquent in their 16(a) filings. SHAREHOLDER PROPOSALS Any shareholder desiring to submit a proposal for action at the 2003 Annual Meeting of Shareholders and presentation in the Company's Information or Proxy Statement with respect to such meeting, should arrange for such proposal to be delivered to the Company's offices, located at 3200 Bristol Street, Suite 700, Costa Mesa, California 92626, addressed to the corporate Secretary, no later than July 15, 2003 in order to be considered for inclusion in the Company's Information or Proxy Statement relating to the meeting. Matters pertaining to such proposals, including the number and length thereof, eligibility of persons entitled to have such proposals included and other aspects are regulated by the Securities Exchange Act of 1934, Rules and Regulations of the Securities and Exchange Commission and other laws and regulations to which interested persons should refer. The Company anticipates that its next annual meeting will be held in December 2003. On May 21, 1998, the Securities and Exchange Commission adopted an amendment to Rule 14a-4, as promulgated under the Securities and Exchange Act of 1934, as amended. The amendment to Rule 14a-4(c)(1) governs the Company's use of its discretionary proxy voting authority with respect to a shareholder proposal which is not addressed in the Company's proxy statement. The new amendment provides that if a proponent of a proposal fails to notify the Company at least 45 days prior to the month and day of mailing of the prior year's proxy statement, then the Company will be allowed to use its discretionary voting authority when the proposal is raised at the meeting, without any discussion of the matter in the proxy statement. OTHER MATTERS The Company has enclosed a copy of the Annual Report on Form 10-KSB to Shareholders for the year ended April 30, 2002 with this Information Statement. By order of the Board of Directors /s/ Vincent Rinehart -------------------------------------- Vincent Rinehart, President Costa Mesa, California March 18, 2003 32 EX-3.1 3 doc2.txt AMENDMENT TO ARTICLES CERTIFICATE OF AMENDMENT OF ARTICLES OF INCORPORATION OF ANZA CAPITAL, INC. (Pursuant to NRS 78.385 and 78.390 - after issuance of stock) The undersigned being the President and Secretary of Anza Capital, Inc., a Nevada Corporation, hereby certifies that pursuant to Unanimous Written Consent of the Board of Directors of said Corporation on February 28, 2003 and approved by the shareholders at the annual meeting held on April 11, 2003, it was voted that this Certificate of Amendment of Articles of Incorporation authorizing a reverse stock split of the Corporation's stock at a ratio of 1-for-20, and increasing the authorized preferred stock, be filed. The effective date for this reverse stock split will be Tuesday, April 21, 2003. The undersigned further certifies that ARTICLE V of the Articles of Incorporation, originally filed on August 18, 1988, and as amended, are amended to read as follows: ARTICLE "V" is hereby amended to read as follows: This Corporation is authorized to issue two classes of shares of stock to be designated as "Common Stock" and "Preferred Stock". The total number of shares of Common Stock which this Corporation is authorized to issue is One Hundred Million (100,000,000) shares, par value $0.001. The total number of shares of Preferred Stock which this Corporation is authorized to issue is Two Million Five Hundred Thousand (2,500,000) shares, par value $0.001. Effective April 21, 2003, the issued and outstanding shares of common stock of Anza Capital, Inc. shall be subject to a 1-for-20 reverse stock split. The shares of Preferred Stock may be issued from time to time in one or more series. The Board of Directors of the Corporation (the "Board of Directors") is expressly authorized to provide for the issue of all or any of the shares of the Preferred Stock in one or more series, and to fix the number of shares and to determine or alter for each such series, such voting powers, full or limited, or no voting powers, and such designations, preferences, and relative, participating, optional, or other rights and such qualifications, limitations, or restrictions thereof, as shall be stated and expressed in the resolution or resolutions adopted by the Board of Directors providing for the issue of such shares (a "Preferred Stock Designation") and as may be permitted by the General Corporation Law of the State of Nevada. The Board of Directors is also expressly authorized to increase or decrease (but not below the number of shares of such series then outstanding) the number of shares of any series subsequent to the issue of shares of that series. In case the number of shares of any such series shall be so decreased, the shares constituting such decrease shall resume the status that they had prior to the adoption of the resolution originally fixing the number of shares of such series." The undersigned hereby certifies that he has on this 12th day of April, 2003 executed this Certificate amending the Articles of Incorporation heretofore filed with the Secretary of State of Nevada. ------------------------- Vincent Rinehart, President and Secretary EX-3.2 4 doc3.txt RESTATED ARTICLES OF INCORPORATION RESTATED ARTICLES OF INCORPORATION OF ANZA CAPITAL, INC. The undersigned being the President and Secretary of Anza Capital, Inc., a Nevada Corporation, hereby certify that by unanimous written consent of the Board of Directors on February 28, 2003, and approved by the shareholders at the annual meeting held on April 11, 2003, it was voted that the Corporation would amend and restate its articles of incorporation in accordance with Nevada Revised Statutes 78.403, as follows: ARTICLE I This corporation is incorporated pursuant to the laws of the State of Nevada. ARTICLE II The name of this corporation is: ANZA CAPITAL, INC. ARTICLE III The duration of this Corporation shall be perpetual. ARTICLE IV The Corporation shall have unlimited power to engage in and do any lawful act concerning any or all lawful business for which corporations may be organized under the Nevada corporation codes. ARTICLE V This Corporation is authorized to issue two classes of shares of stock to be designated as "Common Stock" and "Preferred Stock". The total number of shares of Common Stock which this Corporation is authorized to issue is One Hundred Million (100,000,000) shares, par value $0.001. The total number of shares of Preferred Stock which this Corporation is authorized to issue is Two Million Five Hundred Thousand (2,500,000) shares, par value $0.001. The shares of Preferred Stock may be issued from time to time in one or more series. The Board of Directors of the Corporation (the "Board of Directors") is expressly authorized to provide for the issue of all or any of the shares of the Preferred Stock in one or more series, and to fix the number of shares and to determine or alter for each such series, such voting powers, full or limited, or no voting powers, and such designations, preferences, and relative, participating, optional, or other rights and such qualifications, limitations, or restrictions thereof, as shall be stated and expressed in the resolution or resolutions adopted by the Board of Directors providing for the issue of such shares (a "Preferred Stock Designation") and as may be permitted by the General Corporation Law of the State of Nevada. The Board of Directors is also expressly authorized to increase or decrease (but not below the number of shares of such series then outstanding) the number of shares of any series subsequent to the issue of shares of that series. In case the number of shares of any such series shall be so decreased, the shares constituting such decrease shall resume the status that they had prior to the adoption of the resolution originally fixing the number of shares of such series. ARTICLE VI The Corporation will not commence business until consideration of the value of at least five Hundred Dollars ($500.00) has been received for the issuance of shares. ARTICLE VII Omitted. ARTICLE VIII The stock of this Corporation shall not be subject to any assessment to pay the debts of the Corporation ARTICLE IX A. Number of Directors. The initial Board of Directors of the Corporation shall consist of five members who need not be shareholders of the Corporation, or residents of the State of Nevada. B. Names of Initial Board. Omitted. C. Voting for Directors. Directors shall be elected by a vote of such majority of a quorum of shareholders present at any meeting held for such purpose. Cumulative voting shall not be allowed. ARTICLE X No contract or transaction between the Corporation and one or more of its directors or officers or shareholders, or between the Corporation and any other entity in which one or more of its officers, directors or shareholders or officers, directors or shareholders, shall be void or voidable solely for this reason, or solely because the officers, directors or shareholders or present at, or participate in the meeting of the Board of Directors, committee thereof, or shareholders which authorized the transaction. Interested officers, directors or shareholders may be counted for purposes of a quorum, and interested shareholders may vote on the question of approval of such contract or transaction, provided, however, that full disclosure of their interest is made prior to such vote to the other shareholders present at such meeting, or if by proxy, in a statement in writing delivered to such other shareholders not later than the date on which their proxy is requested for such meeting. ARTICLE XI In addition to the other powers now or hereafter conferred upon the Board of Directors by the Articles of Incorporation, by the By-Laws of the Corporation, or the laws of the State of Nevada, the Board of Directors may from time to time distribute to the shareholders in partial liquidation, out of the capital surplus of the Corporation, a portion of the corporate assts, in ash or in kind, and the Board of Directors may cause the Corporation to purchase, take, receive, or otherwise acquire its own shares out of the capital surplus of the Corporation; subject, however, to the limitations contained in the Nevada corporation codes. ARTICLE XII The right to make distributions to stockholders of assets or cash belonging to the Corporation in partial liquidation of the assets of the Corporation is hereby granted to the Board of Directors of the Corporation. ARTICLE XIII The right to sell or acquire stock or assets of this Corporation without stockholders' approval is hereby granted to the Board of Directors of the Corporation. ARTICLE XIV In addition to, and in no way limiting the powers or authority now or hereafter conferred upon the Corporation by the Articles of Incorporation, the By-Laws of the Corporation, or the laws of the State of Nevada, the Corporation shall possess, and may exercise all powers of indemnification of officers, directors, employees, agents, and other persons and all powers and authority incidental thereto (including without limitation of power and authority to advance expenses, and to purchase and maintain insurance with respect thereto), without regard to whether or not such powers and authority are specifically provided for by Nevada corporation codes. The Board of Directors of the Corporation is hereby authorized and empowered on behalf of the Corporation and without shareholder action, to exercise all of the Corporation's authority and powers of indemnification. ARTICLE XV The Corporation reserves the right to amend, alter, change, or repeal any provisions contained herein, or to add any provision to, its Articles of Incorporation, from time to time, and in any manner now or hereafter prescribed or permitted by Nevada corporation codes, and all rights and powers conferred upon directors and shareholders hereby are granted, subject to this reservation. ARTICLE XVI Omitted. ARTICLE XVII The initial By-Laws of the Corporation shall be adopted by the Board of Directors. The power to amend, alter, change, or repeal the By-Laws or adopt new By-Laws shall be vested in the Board of Directors of the Corporation. ARTICLE XVIII Omitted. The number of shares of the corporation outstanding and entitled to vote on this Restated Articles of Incorporation is 99,347,900 shares of common stock; that the said change(s) and the Restated Articles of Incorporation have been consented to and approved by a majority of all the Stockholders of each class of stock outstanding and entitled to vote thereon. The changes set forth herein shall be effective upon the filing of these Restated Articles of Incorporation. - -------------------------------- Vincent Rinehart, President and Secretary Dated: April 12, 2003 EX-3.3 5 doc4.txt SECOND RESTATED BYLAWS SECOND RESTATED BYLAWS OF ANZA CAPITAL, INC. a Nevada corporation SECOND RESTATED BYLAWS OF ANZA CAPITAL, INC. a Nevada corporation ARTICLE I OFFICES 1 Section 1. Principal Office 1 Section 2. Other Offices 1 ARTICLE II DIRECTORS - MANAGEMENT 1 Section 1. Powers, Standard of Care 1 A. Powers 1 B. Standard of Care; Liability 1 C. Exception for Close Corporation 2 Section 2. Number and Qualification of Directors 2 Section 3. Election and Term of Office of Directors 2 Section 4. Vacancies 2 Section 5. Removal of Directors 3 Section 6. Place of Meetings 3 Section 7. Annual Meetings 4 Section 8. Other Regular Meetings 4 Section 9. Special Meetings/Notices 4 Section 10. Waiver of Notice 4 Section 11. Quorums 5 Section 12. Adjournment 5 Section 13. Notice of Adjournment 5 Section 14. Board of Directors Provided by Articles or Bylaws 5 Section 15. Directors Action by Unanimous Written Consent 5 Section 16. Compensation of Directors 5 Section 17. Committees 5 Section 18. Meetings and Action of Committees 6 Section 19. Advisory Directors 6 ARTICLE III OFFICERS 6 Section 1. Officers 6 Section 2. Election of Officers 6 Section 3. Subordinate Officers, Etc. 6 Section 4. Removal and Resignation of Officers 7 i Section 5. Vacancies 7 Section 6. Chairman of the Board 7 Section 7. President and Chief Executive Officer 7 Section 8. Secretary 7 Section 9. Chief Financial Officer or Treasurer. 8 ARTICLE IV SHAREHOLDERS' MEETINGS 8 Section 1. Place of Meetings 8 Section 2. Annual Meeting 8 Section 3. Special Meetings 9 Section 4. Notice of Meetings - Reports 9 Section 5. Quorum 10 Section 6. Adjourned Meeting and Notice Thereof 10 Section 7. Waiver or Consent by Absent Shareholders 11 Section 8. Maintenance and Inspection of Bylaws 11 Section 9. Annual Report to Shareholders 12 Section 10. Financial Statements 12 Section 11. Annual Statement of General Information 13 ARTICLE IX AMENDMENTS TO BYLAWS 13 Section 1. Amendment by Shareholders 13 Section 2. Amendment by Directors 13 Section 3. Record of Amendments 13 ARTICLE X MISCELLANEOUS 13 Section 1. Shareholders' Agreements 13 Section 2. Effect of Shareholders' Agreements 13 Section 3. Subsidiary Corporations 14 Section 4. Accounting Year 14 Section 5. Form 14 ii SECOND RESTATED BYLAWS OF ANZA CAPITAL, INC. A NEVADA CORPORATION ARTICLE I OFFICES Section 1. Principal Office. The principal office for the transaction ---------------- of business of the Corporation is hereby fixed and located at 3200 Bristol Street, Suite 700, Costa Mesa, California 92626. The location may be changed by the Board of Directors in their discretion, and additional offices may be established and maintained at such other place or places, either within or outside of Nevada, as the Board of Directors may from time to time designate. Section 2. Other Offices. Branch or subordinate offices may at any -------------- time be established by the Board of Directors at any place or places where the Corporation is qualified to do business. ARTICLE II DIRECTORS - MANAGEMENT Section 1. Powers, Standard of Care. --------------------------- A. Powers: Subject to the provisions of the Nevada Corporations Code ------ (hereinafter the "Act"), and subject to any limitations in the Articles of Incorporation of the Corporation relating to action required to be approved by the Shareholders, or by the outstanding shares, the business and affairs of the Corporation shall be managed and all corporate powers shall be exercised by or under the direction of the Board of Directors. The Board of Directors may delegate the management of the day-to-day operation of the business of the Corporation to a management company or other persons, provided that the business and affairs of the Corporation shall be managed, and all corporate powers shall be exercised, under the ultimate direction of the Board. B. Standard of Care; Liability: ------------------------------ (i) Each Director shall exercise such powers and otherwise perform such duties, in good faith, in the matters such Director believes to be in the best interests of the Corporation, and with such care, including reasonable inquiry, using ordinary prudence, as a person in a like position would use under similar circumstances. (ii) In performing the duties of a Director, a Director shall be entitled to rely on information, opinions, reports, or statements, including financial statements and other financial data, in which case prepared or presented by: (a) One or more officers or employees of the Corporation whom the Director believes to be reliable and competent in the matters presented, (b) Counsel, independent accountants or other persons as to which the Director believes to be within such person's professional or expert competence, or (c) A Committee of the Board upon which the Director does not serve, as to matters within its designated authority, which committee the Director believes to merit confidence, so long as in any such case the Director acts in good faith, after reasonable inquiry when the need therefore is indicated by the circumstances and without knowledge that would cause such reliance to be unwarranted. C. Exception for Close Corporation. Notwithstanding the provisions of -------------------------------- Section 1 of this Article, in the event that the Corporation shall elect to become a close corporation, its Shareholders may enter into a Shareholders' Agreement. Said Agreement may provide for the exercise of corporate powers and the management of the business and affairs of the Corporation by the Shareholders; provided, however, such agreement shall, to the extent and so long as the discretion or powers of the Board of Directors in its management of corporate affairs is controlled by such agreement, impose upon each Shareholder who is a party hereof, liability for managerial acts performed or omitted by such person pursuant thereto otherwise imposed upon Directors; and the Directors shall be relieved to that extent from such liability. Section 2. Number and Qualification of Directors. The authorized ----------------------------------------- number of Directors of the Corporation shall be at least one (1) but not more than nine (9) until changed by a duly adopted amendment to the Articles of Incorporation or by an amendment to this Section 2 of Article II of these Bylaws adopted by the vote or written consent of Shareholders entitled to exercise majority voting power as provided in the Act. Section 3. Election and Term of Office of Directors. Directors shall ----------------------------------------- be elected at each annual meeting of the Shareholders to hold office until the next annual meeting. Each Director, including a Director elected to fill a vacancy, shall hold office until the expiration of the term for which elected and until a successor has been elected and qualified. Section 4. Vacancies. --------- A. Vacancies on the Board of Directors may be filled by a majority of the remaining Directors, though less than a quorum, or by a sole remaining Director, except that a vacancy created by the removal of a Director by the vote or written consent of the Shareholders, or by a court order, may be filled only by the vote of a majority of the shares entitled to vote, represented at a duly held meeting at which a quorum is present, or by the written consent of holders of the majority of the outstanding shares entitled to vote. Each Director so elected shall hold office until the next annual meeting of the Shareholders and until a successor has been elected and qualified. B. A vacancy or vacancies on the Board of Directors shall be deemed to exist in the event of the death, resignation or removal of any Director, or if the Board of Directors by resolution declares vacant the office of a Director who has been declared of unsound mind by an order of court or convicted of a felony. C. The Shareholders may elect a Director or Directors at any time to fill any vacancy or vacancies not filled by the Directors, but any such election by written consent shall require the consent of a majority of the outstanding shares entitled to vote. D. Any Director may resign, effective on giving written notice to the Chairman of the Board, the President, the Secretary, or the Board of Directors, unless the notice specifies a later time for that resignation to become effective. If the resignation of a Director is effective at a future time, the Board of Directors may, prior to the effective date of a Director's resignation, elect a successor to take office when the resignation becomes effective. E. No reduction of the authorized number of Directors shall have the effect of removing any Director before that Director's term of office expires. Section 5. Removal of Directors. ---------------------- A. The entire Board of Directors, or any individual Director, may be removed from office as provided by the Act. In such case, the remaining members, if any, of the Board of Directors may elect a successor Director to fill such vacancy for the remaining unexpired term of the Director so removed. B. No Director may be removed (unless the entire Board is removed) when the votes cast against removal or not consenting in writing to such removal would be sufficient to elect such Director if voted cumulatively at an election at which the same total number of votes were cast (or, if such action is taken by written consent, all shares entitled to vote, were voted) and the entire number of Directors authorized at the time of the Directors most recent election were then being elected; and when by the provisions of the Articles of Incorporation the holders of the shares of any class or series voting as a class or series are entitled to elect one or more Directors, any Director so elected may be removed only by the applicable vote of the holders of the shares of that class or series. Section 6. Place of Meetings. Regular meetings of the Board of ------------------- Directors shall be held at any place within or outside the state that has been designated from time to time by resolution of the Board. In the absence of such resolution, regular meetings shall be held at the principal executive office of the Corporation. Special meetings of the Board shall be held at any place within or outside the state that has been designated in the notice of the meeting, or, if not stated in the notice or there is no notice, at the principal executive office of the Corporation. Any meeting, regular or special, may be held by conference telephone or similar communication equipment, so long as all Directors participating in such meeting can hear one another, and all such Directors shall be deemed to have been present in person at such meeting. Section 7. Annual Meetings. Immediately following each annual meeting --------------- of Shareholders, the Board of Directors shall hold a regular meeting for the purpose of organization, the election of officers and the transaction of other business. Notice of this meeting shall not be required. Minutes of any meeting of the Board, or any committee thereof, shall be maintained as required by the Act by the Secretary or other officer designated for that purpose. Section 8. Other Regular Meetings. ------------------------ A. Other regular meetings of the Board of Directors shall be held without call at such time as shall from time to time be fixed by the Board of Directors. Such regular meetings may be held without notice, provided the time and place of such meetings has been fixed by the Board of Directors, and further provided the notice of any change in the time of such meeting shall be given to all the Directors. Notice of a change in the determination of the time shall be given to each Director in the same manner as notice for such special meetings of the Board of Directors. B. If said day falls upon a holiday, such meetings shall be held on the next succeeding day thereafter. Section 9. Special Meetings/Notices. ------------------------- A. Special meetings of the Board of Directors for any purpose or purposes may be called at any time by the Chairman of the Board or the President or any Vice President or the Secretary or any two Directors. B. Notice of the time and place for special meetings shall be delivered personally or by telephone to each Director or sent by first class mail or telegram, charges prepaid, addressed to each Director at his or her address as it is shown in the records of the Corporation. In case such notice is mailed, it shall be deposited in the United States mail at least four days prior to the time of holding the meeting. In case such notice is delivered personally, or by telephone or telegram, it shall be delivered personally or be telephone or to the telegram company at least 48 hours prior to the time of the holding of the meeting. Any oral notice given personally or by telephone may be communicated to either the Director or to a person at the office of the Director who the person giving the notice has reason to believe will promptly communicate same to the Director. The notice need not specify the purpose of the meeting, nor the place, if the meeting is to be held at the principal executive office of the Corporation. Section 10. Waiver of Notice. ------------------ A. The transactions of any meeting of the Board of Directors, however called, noticed, or wherever held, shall be as valid as though had at a meeting duly held after the regular call and notice if a quorum be present and if, either before or after the meeting, each of the Directors not present signs a written waiver of notice, a consent to holding the meeting or an approval of the minutes thereof. Waivers of notice or consent need not specify the purposes of the meeting. All such waivers, consents and approvals shall be filed with the corporate records or made part of the minutes of the meeting. B. Notice of a meeting shall also be deemed given to any Director who attends the meeting without protesting, prior thereto or at its commencement, the lack of notice to such Director. Section 11. Quorums. A majority of the authorized number of Directors ------- shall constitute a quorum for the transaction of business, except to adjourn as provided in Section 12 of this Article II. Every act or decision done or made by a majority of the Directors present at a meeting duly held at which a quorum was present shall be regarded as the act of the Board of Directors, subject to the provisions of the Act. A meeting at which a quorum is initially present may continue to transact business notwithstanding the withdrawal of Directors, if any action taken is approved by at least a majority of the required quorum for that meeting. Section 12. Adjournment. A majority of the Directors present, whether ----------- or not constituting a quorum, may adjourn any meeting to another time and place. Section 13. Notice of Adjournment. Notice of the time and place of the --------------------- holding of an adjourned meeting need not be given, unless the meeting is adjourned for more than 24 hours, in which case notice of such time and place shall be given prior to the time of the adjourned meeting to the Directors who were not present at the time of the adjournment. Section 14. Board of Directors Provided by Articles or Bylaws. In the ------------------------------------------------- event only one Director is required by the Bylaws or the Articles of Incorporation, then any reference herein to notices, waivers, consents, meetings or other actions by a majority or quorum of the Board of Directors shall be deemed or referred as such notice, waiver, etc., by the sole Director, who shall have all rights and duties and shall be entitled to exercise all of the powers and shall assume all the responsibilities otherwise herein described, as given to the Board of Directors. Section 15. Directors Action by Unanimous Written Consent. Any action --------------------------------------------- required or permitted to be taken by the Board of Directors may be taken without a meeting and with the same force and effect as if taken by a unanimous vote of Directors, if authorized by a writing signed individually or collectively by all members of the Board of Directors. Such consent shall be filed with the regular minutes of the Board of Directors. Section 16. Compensation of Directors. Directors, and members as such, ------------------------- shall not receive any stated salary for their services, but by resolution of the Board of Directors, a fixed sum and expense of attendance, if any, may be allowed for attendance at each regular and special meeting of the Board of Directors; provided, however, that nothing contained herein shall be construed to preclude any Director from serving the Corporation in any other capacity as an officer, employee or otherwise receiving compensation for such services. Section 17. Committees. Committees of the Board of Directors may be ---------- appointed by resolution passed by a majority of the whole Board. Committees shall be composed of two or more members of the Board of Directors. The Board may designate one or more Directors as alternate members of any committee, who may replace any absent member at any meeting of the committee. Committees shall have such powers as those held by the Board of Directors as may be expressly delegated to it by resolution of the Board of Directors, except those powers expressly made non-delegable by the Act. Section 18. Meetings and Action of Committees. Meetings and action of --------------------------------- committees shall be governed by, and held and taken in accordance with, the provisions of Article II, Sections 6, 8, 9, 10, 11, 12, 13 and 15, with such changes in the context of those Sections as are necessary to substitute the committee and its members for the Board of Directors and its members, except that the time of the regular meetings of the committees may be determined by resolution of the Board of Directors as well as the committee, and special meetings of committees may also be given to all alternate members, who shall have the right to attend all meetings of the committee. The Board of Directors may adopt rules for the government of any committee not inconsistent with the provisions of these Bylaws. Section 19. Advisory Directors. The Board of Directors from time to ------------------- time may elect one or more persons to be Advisory Directors, who shall not by such appointment be members of the Board of Directors. Advisory Directors shall be available from time to time to perform special assignments specified by the President, to attend meetings of the Board of Directors upon invitation and to furnish consultation to the Board of Directors. The period during which the title shall be held may be prescribed by the Board of Directors. If no period is prescribed, the title shall be held at the pleasure of the Board of Directors. ARTICLE III OFFICERS Section 1. Officers. The principal officers of the Corporation shall -------- be a President, a Secretary, and a Chief Financial Officer who may also be called Treasurer. The Corporation may also have, at the discretion of the Board of Directors, a Chairman of the Board, one or more Assistant Secretaries, one or more Assistant Treasurers, and such other officers as may be appointed in accordance with the provisions of Section 3 of this Article III. Any number of offices may be held by the same person. Section 2. Election of Officers. The principal officers of the ---------------------- Corporation, except such officers as may be appointed in accordance with the provisions of Section 3 or Section 5 of this Article III, shall be chosen by the Board of Directors, and each shall serve at the pleasure of the Board of Directors, subject to the rights, if any, of an officer under any contract of employment. Section 3. Subordinate Officers, Etc. The Board of Directors may ---------------------------- appoint such other officers as the business of the Corporation may require, each of whom shall hold office for such period, have such authority and perform such duties as are provided in the Bylaws or as the Board of Directors may from time to time determine. Section 4. Removal and Resignation of Officers. --------------------------------------- A. Subject to the rights, if any, of an officer under any contract of employment, any officer may be removed, either with or without cause, by a majority of the Directors at that time in office, at any regular or special meeting of the Board of Directors, or, except in the case of an officer chosen by the Board of Directors, by any officer upon whom such power of removal may be conferred by the Board of Directors. B. Any officer may resign at any time by giving written notice to the Board of Directors. Any resignation shall take effect on the date of the receipt of that notice or at any later time specified in that notice; and, unless otherwise specified in that notice, the acceptance of the resignation shall not be necessary to make it effective. Any resignation is without prejudice to the rights, if any, of the Corporation under any contract to which the officer is a party. Section 5. Vacancies. A vacancy in any office because of death, --------- resignation, removal, disqualification or any other cause shall be filled in the manner prescribed in the Bylaws for regular appointments to that office. Section 6. Chairman of the Board. The Chairman of the Board, if such ---------------------- an officer be elected, shall, if present, preside at the meetings of the Board of Directors and exercise and perform such other powers and duties as may, from time to time, be assigned by the Board of Directors or prescribed by the Bylaws. If there is no President, the Chairman of the Board shall, in addition, be the Chief Executive Officer of the Corporation and shall have the powers and duties prescribed in Section 7 of this Article III. Section 7. President and Chief Executive Officer. Subject to such ----------------------------------------- supervisory powers, if any, as may be given by the Board of Directors to the Chairman of the Board, if there is such an officer, the President along with the Chief Executive Officer of the Corporation shall, subject to the control of the Board of Directors, have general supervision, discretion and control of the business and officers of the Corporation. The President or the Chief Executive Officer shall preside at all meetings of the Shareholders and, in the absence of the Chairman of the Board, or if there be none, at all meetings of the Board of Directors. The President and Chief Executive Officer, jointly, shall have the general powers and duties of management usually vested in the office of President and Chief Executive Officer of a corporation, each shall be ex officio a member of all the standing committees, including the Executive Committee, if any, and shall have such other powers and duties as may be prescribed by the Board of Directors or the Bylaws. Section 8. Secretary. --------- A. The Secretary shall keep, or cause to be kept, a book of minutes of all meetings of the Board of Directors and Shareholders at the principal office of the Corporation or such other place as the Board of Directors may order. The minutes shall include the time and place of holding the meeting, whether regular or special, and if a special meeting, how authorized, the notice thereof given, and the names of those present at Directors' and committee meetings, the number of shares present or represented at Shareholders' meetings and the proceedings thereof. B. The Secretary shall keep, or cause to be kept, at the principal office of the Corporation or at the office of the Corporation's transfer agent, a share register, or duplicate share register, showing the names of the Shareholders and their addresses; the number and classes or shares held by each; the number and date of certificates issued for the same; and the number and date of cancellation of every certificate surrendered for cancellation. C. The Secretary shall give, or cause to be given, notice of all the meetings of the Shareholders and of the Board of Directors required by the Bylaws or by law to be given. The Secretary shall keep the seal of the Corporation in safe custody, and shall have such other powers and perform such other duties as may be prescribed by the Board of Directors or by the Bylaws. Section 9. Chief Financial Officer or Treasurer. ----------------------------------------- A. The Chief Financial Officer shall keep and maintain, or cause to be kept and maintained, in the manner the Chief Financial Officer deems appropriate in the best interest of the Corporation, adequate and correct accounts of the properties and business transactions of the Corporation, including accounts of its assets, liabilities, receipts, disbursements, gains, losses, capital, earnings (or surplus) and shares issued. The books of account shall, at all reasonable times, be open to inspection by any Director. B. The Chief Financial Officer shall deposit all monies and other valuables in the name and to the credit of the Corporation with such depositaries as may be designated by the Board of Directors. The Chief Financial Officer shall disburse the funds of the Corporation as may be ordered by the Board of Directors, shall render to the President and Directors, whenever they request it, an account of all of the transactions of the Chief Financial Officer and of the financial condition of the Corporation, and shall have such other powers and perform such other duties as may be prescribed by the Board of Directors or the Bylaws. ARTICLE IV SHAREHOLDERS' MEETINGS Section 1. Place of Meetings. Meetings of the Shareholders shall be ------------------- held at any place within or outside the state of Nevada designated by the Board of Directors. In the absence of any such designation, Shareholders' meetings shall be held at the principal executive office of the Corporation. Section 2. Annual Meeting. --------------- A. The annual meeting of the Shareholders shall be held, each year, as follows: Time of Meeting: 10:00 a.m. Date of Meeting: December 15 B. If this day shall be a legal holiday, then the meeting shall be held on the next succeeding business day, at the same time. At the annual meeting, the Shareholders shall elect a Board of Directors, consider reports of the affairs of the Corporation and transact such other business as may be properly brought before the meeting. C. If the above date is inconvenient, the annual meeting of Share- holders shall be held each year on a date and at a time designated by the Board of Directors within ninety days of the above date upon proper notice to all Shareholders. Section 3. Special Meetings. ----------------- A. Special meetings of the Shareholders for any purpose or purposes whatsoever, may be called at any time by the Board of Directors, the Chairman of the Board, the President, or by one or more Shareholders holding shares in the aggregate entitled to cast not less than 10% of the votes at any such meeting. Except as provided in paragraph B below of this Section 3, notice shall be given as for the annual meeting. B. If a special meeting is called by any person or persons other than the Board of Directors, the request shall be in writing, specifying the time of such meeting and the general nature of the business proposed to be transacted, and shall be delivered personally or sent by registered mail or by telegraphic or other facsimile transmission to the Chairman of the Board, the President, or the Secretary of the Corporation. The officer receiving such request shall forthwith cause notice to be given to the Shareholders entitled to vote, in accordance with the provisions of Sections 4 and 5 of this Article IV, indicating that a meeting will be held at the time requested by the person or persons calling the meeting, not less than 35 nor more than 60 days after the receipt of the request. If the notice is not given within 20 days after receipt of the request, the person or persons requesting the meeting may give the notice in the manner provided in these Bylaws. Nothing contained in this paragraph of this Section shall be construed as limiting, fixing or affecting the time when a meeting of Shareholders called by action of the Board of Directors may be held. Section 4. Notice of Meetings - Reports. -------------------------------- A. Notice of any Shareholders meetings, annual or special, shall be given in writing not less than 10 days nor more than 60 days before the date of the meeting to Shareholders entitled to vote thereat by the Secretary or the Assistant Secretary, or if there be no such officer, or in the case of said Secretary or Assistant Secretary's neglect or refusal, by any Director or Shareholder. B. Such notices or any reports shall be given personally or by mail or other means of written communication as provided in the Act and shall be sent to the Shareholder's address appearing on the books of the Corporation, or supplied by the Shareholder to the Corporation for the purpose of notice, and in the absence thereof, as provided in the Act by posting notice at a place where the principal executive office of the Corporation is located or by publication at least once in a newspaper of general circulation in the county in which the principal executive office is located. C. Notice of any meeting of Shareholders shall specify the place, the day and the hour of meeting, and (i) in case of a special meeting, the general nature of the business to be transacted and that no other business may be transacted, or (ii) in the case of an annual meeting, those matters which the Board of Directors, at the date of mailing of notice, intends to present for action by the Shareholders. At any meetings where Directors are elected, notice shall include the names of the nominees, if any, intended at the date of notice to be presented for election. D. Notice shall be deemed given at the time it is delivered personally or deposited in the mail or sent by other means of written communication. The officer giving such notice or report shall prepare and file in the minute book of the Corporation an affidavit or declaration thereof. E. If action is proposed to be taken at any meeting for approval of (i) contracts or transactions in which a Director has a direct or indirect financial interest, (ii) an amendment to the Articles of Incorporation, (iii) a reorganization of the Corporation, (iv) dissolution of the Corporation, or (v) a distribution to preferred Shareholders, the notice shall also state the general nature of such proposal. Section 5. Quorum. ------ A. The holders of a majority of the shares entitled to vote at a Shareholders' meeting, present in person, or represented by proxy, shall constitute a quorum at all meetings of the Shareholders for the transaction of business except as otherwise provided by the Act or by these Bylaws. B. The Shareholders present at a duly called or held meeting at which a quorum is present may continue to transact business until adjournment, notwithstanding the withdrawal of enough Shareholders to leave less than a quorum, if any action taken (other than adjournment) is approved by a majority of the shares required to constitute a quorum. Section 6. Adjourned Meeting and Notice Thereof. ---------------------------------------- A. Any Shareholders' meeting, annual or special, whether or not a quorum is present, may be adjourned from time to time by the vote of the majority of the shares represented at such meeting, either in person or by proxy, but in the absence of a quorum, no other business may be transacted at such meeting. B. When any meeting of Shareholders, either annual or special, is adjourned to another time or place, notice need not be given of the adjourned meeting if the time and place thereof are announced at a meeting at which the adjournment is taken, unless a new record date for the adjourned meeting is fixed, or unless the adjournment is for more than 45 days from the date set for the original meeting, in which case the Board of Directors shall set a new record date. Notice of any adjourned meeting shall be given to each Shareholder of record entitled to vote at the adjourned meeting in accordance with the provisions of Section 4 of this Article IV. At any adjourned meeting, the Corporation may transact any business which might have been transacted at the original meeting. Section 7. Waiver or Consent by Absent Shareholders. --------------------------------------------- A. The transactions of any meeting of Shareholders, either annual or special, however called and noticed, shall be valid as though had at a meeting duly held after regular call and notice, if a quorum be present either in person or by proxy, and if, either before or after the meeting, each of the Shareholders entitled to vote, not present in person or by proxy, sign a written waiver of notice, or a consent to the holding of such meeting or an approval of the minutes thereof. B. The waiver of notice or consent need not specify either the business to be transacted or the purpose of any regular or special meeting of Shareholders, except that if action is taken or proposed to be taken for approval of any of those matters specified in Section E of Section 4 of this Article IV, the waiver of notice or consent shall state the general nature of such proposal. All such waivers, consents or approvals shall be filed with the corporate records or made a part of the minutes of the meeting. C. Attendance of a person at a meeting shall also constitute a waiver of notice of such meeting, except when the person objects, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened, and except that attendance at a meeting is not a waiver of any right to object to the consideration of matters not included in the notice. A Shareholder or Shareholders of the Corporation holding at least 5% in the aggregate of the outstanding voting shares of the Corporation may (i) inspect, and copy the records of Shareholders' names and addresses and shareholdings during usual business hours upon five days prior written demand upon the Corporation, and/or (ii) obtain from the transfer agent by paying such transfer agent's usual charges for such a list, a list of the Shareholders' names and addresses who are entitled to vote for the election of Directors, and their shareholdings, as of the most recent record date for which such list has been compiled or as of a date specified by the Shareholders subsequent to the day of demand. Such list shall be made available by the transfer agent on or before the later of five days after the demand is received or the date specified therein as the date as of which the list is to be compiled. The record of Shareholders shall also be open to inspection upon the written demand of any Shareholder or holder of a voting trust certificate, at any time during usual business hours, for a purpose reasonably related to such holder's interest as a Shareholder or as a holder of a voting trust certificate. Any inspection and copying under this Section may be made in person or by an agent or attorney of such Shareholder or holder of a voting trust certificate making such demand. Section 8. Maintenance and Inspection of Bylaws. The Corporation ---------------------------------------- shall keep at its principal executive office, or if not in this state, at its principal business office in this state, the original or a copy of the Bylaws amended to date, which shall be open to inspection by the Shareholders at all reasonable times during office hours. If the principal executive office of the Corporation is outside the state and the Corporation has no principal business office in this state, the Secretary shall, upon written request of any Shareholder, furnish to such Shareholder a copy of the Bylaws as amended to date. Section 9. Annual Report to Shareholders. -------------------------------- A. Provided the Corporation has 100 Shareholders or less, the Annual Report to Shareholders referred to in the Act is expressly dispensed with, but nothing herein shall be interpreted as prohibiting the Board of Directors from issuing annual or other period reports to Shareholders of the Corporation as they deem appropriate. B. Should the Corporation have 100 or more Shareholders, an Annual Report to Shareholders must be furnished not later than 120 days after the end of each fiscal period. The Annual Report to Shareholders shall be sent at least 15 days before the annual meeting of the Shareholders to be held during the next fiscal year and in the manner specified in Section 4 of Article V of these Bylaws for giving notice to Shareholders of the Corporation. The Annual Report to Shareholders shall contain a Balance Sheet as of the end of the fiscal year, an Income Statement, and a Statement of Cash Flows or similar financial statements as the Chief Financial Officer deems appropriate in the best interest of the Corporation, for the fiscal year, accompanied by any report of independent accountants or, if there is no such report, the certificate of an authorized officer of the Corporation that the statements were prepared without audit from the books and records of the Corporation. Section 10. Financial Statements. --------------------- A. A copy of any annual financial statement and any Income Statement of the Corporation for each quarterly period of each fiscal year, and any accompanying Balance Sheet of the Corporation as of the end of each such period, that has been prepared by the Corporation shall be kept on file at the principal executive office of the Corporation for 12 months from the date of its execution, and each such statement shall be exhibited at all reasonable times to any Shareholder demanding an examination of such statement or a copy shall be made for any such Shareholder. B. If a Shareholder or Shareholders holding at least 5% of the outstanding shares of any class of stock of the Corporation make a written request to the Corporation for an Income Statement of the Corporation for the three month, six month or nine month period of the then current fiscal year ended more than 30 days prior to the date of the request, and a Balance Sheet of the Corporation at the end of such period, the Chief Financial Officer shall cause such statement to be prepared, if not already prepared, and shall deliver personally or mail such statement or statements to the person making the request within 30 days after the receipt of such request. If the Corporation has not sent to the Shareholders its Annual Report for the last fiscal year, this report shall likewise be delivered or mailed to such Shareholder or Shareholders within 30 days after such request. C. The Corporation also shall, upon the written request of any Shareholder, mail to the Shareholder a copy of the last annual, semi-annual or quarterly Income Statement which it has prepared and a Balance Sheet as of the end of such period. This quarterly Income Statement and Balance Sheet referred to in this Section shall be accompanied by the report thereon, if any, of any independent accountants engaged by the Corporation or the certificate of authorized officer of the Corporation such that financial statements were prepared without audit from the books and records of the Corporation. Section 11. Annual Statement of General Information. The Corporation ---------------------------------------- shall, in a timely manner, in each year, file with the Secretary of State of Nevada, on the prescribed form, the statement setting forth the authorized number of Directors, the names and complete business or residence addresses of all incumbent Directors, the names and complete business or residence addresses of the Chief Executive Officer, Secretary and Chief Financial Officer, the street address of its principal executive office or principal business office in this state and the general type of business constituting the principal business activity of the Corporation, together with a designation of the agent of the Corporation for the purpose of the service of process, all in compliance with the Act. ARTICLE V AMENDMENTS TO BYLAWS Section 1. Amendment by Shareholders. New Bylaws may be adopted or --------------------------- these Bylaws may be amended or repealed by the vote or written consent of holders of a majority of the outstanding shares entitled to vote; provided, however, that if the Articles of Incorporation of the Corporation set forth the number of authorized Directors of the Corporation, the authorized number of Directors may be changed only by amendment to the Articles of Incorporation. Section 2. Amendment by Directors. Subject to the rights of the ------------------------ Shareholders to adopt, amend or repeal the Bylaws, as provided in Section 1 of this Article V, and the limitations of the Act, the Board of Directors may adopt, amend or repeal any of these Bylaws other than an amendment to the Bylaws changing the authorized number of Directors. Section 3. Record of Amendments. Whenever an amendment or new Bylaw -------------------- is adopted, it shall be copied in the corporate book of Bylaws with the original Bylaws, in the appropriate place. If any Bylaw is repealed, the fact of repeal with the date of the meeting at which the repeal was enacted or written assent was filed shall be stated in the corporate book of Bylaws. ARTICLE VI MISCELLANEOUS Section 1. Shareholders' Agreements. Notwithstanding anything con- ------------------------- tained in this Article VI to the contrary, in the event the Corporation elects to become a close corporation, an agreement between two or more Shareholders thereof, if in writing and signed by the parties thereto, may provide that in exercising any voting rights, the shares held by them shall be voted as provided therein or in the Act, and may otherwise modify the provisions contained in Article IV, herein as to Shareholders' meetings and actions. Section 2. Effect of Shareholders' Agreements. Any Shareholders' ------------------------------------- Agreement authorized by the Act, shall only be effective to modify the terms of these Bylaws if the Corporation elects to become a close corporation with the appropriate filing of an amendment to its Articles of Incorporation as required by the Act and shall terminate when the Corporation ceases to be a close corporation. Any other provisions of the Act or these Bylaws may be altered or waived thereby, but to the extent they are not so altered or waived, these Bylaws shall be applicable. Section 3. Subsidiary Corporations. Shares of the Corporation owned ----------------------- by a subsidiary shall not be entitled to vote on any matter. Section 4. Accounting Year. The accounting year of the Corporation ---------------- shall be fixed by resolution of the Board of Directors. Section 5. Form. The corporate seal shall be circular in form, and ---- shall have inscribed thereon the name of the Corporation, the date of its incorporation, and the word "Nevada" to indicate the Corporation was incorporated pursuant to the laws of the State of Nevada. CERTIFICATE OF SECRETARY I, the undersigned, certify that: 1. I am the duly elected and acting secretary of Anza Capital, Inc., a Nevada corporation; and 2. The foregoing Bylaws, consisting of 14 pages, are the Bylaws of this Corporation as adopted by the Board of Directors in accordance with the Nevada Business Corporation Act and that such Bylaws have not been amended and are in full force and effect. IN WITNESS WHEREOF, I have subscribed my name and affixed the seal of this Corporation on April 12, 2003. ----------------------------- Vincent Rinehart, Secretary EX-4.1 6 doc5.txt 2003 OMNIBUS SECURITIES PLAN ANZA CAPITAL, INC. 2003 OMNIBUS SECURITIES PLAN ---------------------------- TABLE OF CONTENTS ----------------- Page ---- SECTION 1. PURPOSE. 1 SECTION 2. DEFINITIONS. 1 (a) "Award" 1 (b) "Board of Directors" 1 (c) "Change in Control" 1 (d) "Code" 1 (e) "Committee" 1 (f) "Common-Law Employee" 1 (g) "Company" 2 (h) "Employee" 2 (i) "Exchange Act" 2 (j) "Exercise Price" 2 (k) "Fair Market Value" 2 (l) "Incentive Stock Option" or "ISO" 2 (m) "Nonstatutory Option" or "NSO" 2 (n) "Offeree" 2 (o) "Option" 3 (p) "Optionee" 3 (q) "Outside Director" 3 (r) "Participant" 3 (s) "Plan" 3 (t) "Plan Year" 3 (u) "Purchase Price" 3 (v) "Restricted Share" 3 (w) "Service" 3 (x) "Share" 3 (y) "Stock" 3 (z) "Stock Award Agreement" 3 (aa) "Stock Option Agreement" 3 (bb) "Stock Purchase Agreement" 3 (cc) "Subsidiary" 3 (dd) "Total and Permanent Disability" 3 (ee) "W-2 Payroll" 3 SECTION 3. ADMINISTRATION. 4 (a) Committee Membership 4 (b) Committee Procedures 4 (c) Committee Responsibilities 4 (d) Committee Liability 4 (e) Financial Reports 4 SECTION 4. ELIGIBILITY. 4 (a) General Rule 4 (b) Ten-Percent Shareholders 4 (c) Attribution Rules 5 (d) Outstanding Stock 5 SECTION 5. STOCK SUBJECT TO PLAN. 5 (a) Basic Limitation 5 (b) Additional Shares 5 SECTION 6. TERMS AND CONDITIONS OF AWARDS OR SALES. 5 (a) Stock Purchase Agreement 5 (b) Duration of Offers 6 (c) Purchase Price 6 (d) Payment for Shares 6 (e) Exercise of Awards on Termination of Service 6 SECTION 7. ADDITIONAL TERMS AND CONDITIONS OF RESTRICTED 6 (a) Form and Amount of Award 6 (b) Exercisability 7 (c) Effect of Change in Control 7 (d) Voting Rights 7 SECTION 8. TERMS AND CONDITIONS OF OPTIONS. 7 (a) Stock Option Agreement 7 (b) Number of Shares 7 (c) Exercise Price 7 (d) Exercisability 7 (e) Effect of Change in Control 7 (f) Term 8 (g) Exercise of Options on Termination of Service 8 (h) Payment of Option Shares 8 (i) No Rights as a Shareholder 8 (j) Modification, Extension and Assumption of Options 8 SECTION 9. ADJUSTMENT OF SHARES. 9 (a) General 9 (b) Reorganizations 9 (c) Reservation of Rights 9 SECTION 10. WITHHOLDING TAXES. 9 (a) General 9 (b) Share Withholding 9 (c) Cashless Exercise/Pledge 9 (d) Other Forms of Payment 9 SECTION 11. ASSIGNMENT OR TRANSFER OF AWARDS. 10 (a) General 10 (b) Trusts 10 SECTION 12. LEGAL REQUIREMENTS. 10 SECTION 13. NO EMPLOYMENT RIGHTS. 10 SECTION 14. DURATION AND AMENDMENTS. 10 (a) Term of the Plan 10 (b) Right to Amend or Terminate the Plan 10 (c) Effect of Amendment or Termination 11 ANZA CAPITAL, INC. ------------------ 2003 OMNIBUS SECURITES PLAN --------------------------- SECTION 1. PURPOSE. - -------------------- The purpose of the Anza Capital, Inc. 2003 Securities Plan (the "Plan") is to offer selected employees, directors and consultants an opportunity to acquire a proprietary interest in the success of the Company, or to increase such interest, to encourage such selected persons to remain in the employ of the Company, and to attract new employees with outstanding qualifications. The Plan seeks to achieve this purpose by providing for Awards in the form of Restricted Shares and Options (which may constitute Incentive Stock Options or Nonstatutory Stock Options) as well as the direct award or sale of Shares of the Company's Common Stock. Awards may be granted under this Plan in reliance upon federal and state securities law exemptions. SECTION 2. DEFINITIONS. - ------------------------ (a) "Award" shall mean any award of an Option, Restricted Share or other right under the Plan. (b) "Board of Directors" shall mean the Board of Directors of the Company, as constituted from time to time. (c) "Change in Control" shall mean: (i) The consummation of a merger, consolidation, sale of the Company's stock, or other reorganization of the Company (other than a reincorporation of the Company), if after giving effect to such merger, consolidation or other reorganization of the Company, the stockholders of the Company immediately prior to such merger, consolidation or other reorganization do not represent a majority interest of the holders of voting securities (on a fully diluted basis) with the ordinary voting power to elect directors of the surviving or resulting entity after such merger, consolidation or other reorganization; or (ii) The sale of all or substantially all of the assets of the Company to a third party who is not an affiliate of the Company. (iii) The term Change in Control shall not include: (a) a transaction the sole purpose of which is to change the state of the Company's incorporation, or (b) the Company's initial public offering. (d) "Code" shall mean the Internal Revenue Code of 1986, as amended. (e) "Committee" shall mean a committee of the Board of Directors which is authorized to administer the Plan under Section 3. (f) "Common-Law Employee" shall mean an individual paid from W-2 Payroll of the Company or a Subsidiary. If, during any period, the Company (or Subsidiary, as applicable) has not treated an individual as a Common-Law Employee and, for that reason, has not paid such individual in a manner which results in the issuance of a Form W-2 and withheld taxes with respect to him or her, then that individual shall not be an eligible Employee for that period, even if any person, court of law or government agency determines, retroactively, that that individual is or was a Common-Law Employee during all or any portion of that period. (g) "Company" shall mean Anza Capital, Inc., an Nevada corporation. (h) "Employee" shall mean (i) any individual who is a Common-Law Employee of the Company or of a Subsidiary, (ii) a member of the Board of Directors, including (without limitation) an Outside Director, or an affiliate of a member of the Board of Directors, (iii) a member of the board of directors of a Subsidiary, or (iv) an independent contractor who performs services for the Company or a Subsidiary. Service as a member of the Board of Directors, a member of the board of directors of a Subsidiary or an independent contractor shall be considered employment for all purposes of the Plan except the second sentence of Section 4(a). (i) "Exchange Act" means the Securities and Exchange Act of 1934, as amended. (j) "Exercise Price" shall mean the amount for which one Share may be purchased upon exercise of an Option, as specified by the Committee in the applicable Stock Option Agreement. (k) "Fair Market Value" means the market price of Shares, determined by the Committee as follows: (i) If the Shares were traded over-the-counter on the date in question but were not traded on the Nasdaq Stock Market or the Nasdaq National Market System, then the Fair Market Value shall be equal to the mean between the last reported representative bid and asked prices quoted for such date by the principal automated inter-dealer quotation system on which the Shares are quoted or, if the Shares are not quoted on any such system, by the "Pink Sheets" published by the National Quotation Bureau, Inc.; (ii) If the Shares were traded over-the-counter on the date in question and were traded on the Nasdaq Stock Market or the Nasdaq National Market System, then the Fair Market Value shall be equal to the last- transaction price quoted for such date by the Nasdaq Stock Market or the Nasdaq National Market; (iii) If the Shares were traded on a stock exchange on the date in question, then the Fair Market Value shall be equal to the closing price reported by the applicable composite transactions report for such date; and (iv) If none of the foregoing provisions is applicable, then the Fair Market Value shall be determined by the Committee in good faith on such basis as it deems appropriate. In all cases, the determination of Fair Market Value by the Committee shall be conclusive and binding on all persons. (l) "Incentive Stock Option" or "ISO" shall mean an employee incentive stock option described in Code section 422(b). (m) "Nonstatutory Option" or "NSO" shall mean an employee stock option that is not an ISO. (n) "Offeree" shall mean an individual to whom the Committee has offered the right to acquire Shares under the Plan (other than upon exercise of an Option). (o) "Option" shall mean an Incentive Stock Option or Nonstatutory Option granted under the Plan and entitling the holder to purchase Shares. (p) "Optionee" shall mean an individual or estate who holds an Option. (q) "Outside Director" shall mean a member of the Board who is not a Common-Law Employee of the Company or a Subsidiary. (r) "Participant" shall mean an individual or estate who holds an Award. (s) "Plan" shall mean this 2003 Omnibus Securities Plan of Anza Capital, Inc. (t) "Plan Year" shall mean any twelve (12) month period (or shorter period during the final year of this Plan) commencing May 1 during the term of this Plan. (u) "Purchase Price" shall mean the consideration for which one Share may be acquired under the Plan (other than upon exercise of an Option), as specified by the Committee. (v) "Restricted Share" shall mean a Share sold or granted to an eligible Employee which is nontransferable and subject to substantial risk of forfeiture until restrictions lapse. (w) "Service" shall mean service as an Employee. (x) "Share" shall mean one share of Stock, as adjusted in accordance with Section 9 (if applicable). (y) "Stock" shall mean the common stock of the Company. (z) "Stock Award Agreement" shall mean the agreement between the Company and the recipient of a Restricted Share which contains the terms, conditions and restrictions pertaining to such Restricted Share. (aa) "Stock Option Agreement" shall mean the agreement between the Company and an Optionee which contains the terms, conditions and restrictions pertaining to his or her Option. (bb) "Stock Purchase Agreement" shall mean the agreement between the Company and an Offeree who acquires Shares under the Plan which contains the terms, conditions and restrictions pertaining to the acquisition of such Shares. (cc) "Subsidiary" means any corporation (other than the Company) in an unbroken chain of corporations beginning with the Company, if each of the corporations other than the last corporation in the unbroken chain owns stock possessing 50% or more of the total combined voting power of all classes of stock in one of the other corporations in such chain. A corporation that attains the status of a Subsidiary on a date after the adoption of the Plan shall be considered a Subsidiary commencing as of such date. (dd) "Total and Permanent Disability" means that the Optionee is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment. (ee) "W-2 Payroll" means whatever mechanism or procedure that the Company or a Subsidiary utilizes to pay any individual which results in the issuance of Form W-2 to the individual. "W-2 Payroll" does not include any mechanism or procedure which results in the issuance of any form other than a Form W-2 to an individual, including, but not limited to, any Form 1099 which may be issued to an independent contractor, an agency employee or a consultant. Whether a mechanism or procedure qualifies as a "W-2 Payroll" shall be determined in the absolute discretion of the Company (or Subsidiary, as applicable), and the Company or Subsidiary determination shall be conclusive and binding on all persons. SECTION 3. ADMINISTRATION. - --------------------------- (a) Committee Membership --------------------- The Plan shall be administered by the Compensation Committee (the "Committee") appointed by the Company's Board of Directors and comprised of at least two or more Outside Directors (although Committee functions may be delegated to officers to the extent the awards relate to persons who are not subject to the reporting requirements of Section 16 of the Exchange Act). If no Committee has been appointed, the entire Board shall constitute the Committee. (b) Committee Procedures --------------------- The Board of Directors shall designate one of the members of the Committee as chairperson. The Committee may hold meetings at such times and places as it shall determine. The acts of a majority of the Committee members present at meetings at which a quorum exists, or acts reduced to or approved in writing by all Committee members, shall be valid acts of the Committee. (c) Committee Responsibilities --------------------------- The Committee has and may exercise such power and authority as may be necessary or appropriate for the Committee to carry out its functions as described in the Plan. The Committee has authority in its discretion to determine eligible Employees to whom, and the time or times at which, Awards may be granted and the number of Shares subject to each Award. Subject to the express provisions of the respective Award agreements (which need not be identical) and to make all other determinations necessary or advisable for Plan administration, the Committee has authority to prescribe, amend, and rescind rules and regulations relating to the Plan. All interpretations, determinations, and actions by the Committee will be final, conclusive, and binding upon all persons. (d) Committee Liability -------------------- No member of the Board or the Committee will be liable for any action or determination made in good faith by the Committee with respect to the Plan or any Award made under the Plan. (e) Financial Reports ------------------ To the extent required by applicable law, and not less often than annually, the Company shall furnish to Offerees, Optionees and Shareholders who have received Stock under the Plan its financial statements including a balance sheet regarding the Company's financial condition and results of operations, unless such Offerees, Optionees or Shareholders have duties with the Company that assure them access to equivalent information. Such financial statements need not be audited. SECTION 4. ELIGIBILITY. - ------------------------ (a) General Rule ------------- Only Employees shall be eligible for designation as Participants by the Committee. In addition, only individuals who are employed as Common-Law Employees by the Company or a Subsidiary shall be eligible for the grant of ISOs. (b) Ten-Percent Shareholders ------------------------- An Employee who owns more than ten percent (10%) of the total combined voting power of all classes of outstanding stock of the Company or any of its Subsidiaries shall not be eligible for designation as an Offeree or Optionee unless (i) the Exercise Price for an ISO (and a NSO to the extent required by applicable law) is at least one hundred ten percent (110%) of the Fair Market Value of a Share on the date of grant, (ii) if required by applicable law, the Purchase Price of Shares is at least one hundred percent (100%) of the Fair Market Value of a Share on the date of grant, and (iii) in the case of an ISO, such ISO by its terms is not exercisable after the expiration of five years from the date of grant. (c) Attribution Rules ------------------ For purposes of Subsection (b) above, in determining stock ownership, an Employee shall be deemed to own the stock owned, directly or indirectly, by or for his brothers, sisters, spouse, ancestors and lineal descendants. Stock owned, directly or indirectly, by or for a corporation, partnership, estate or trust shall be deemed to be owned proportionately by or for its shareholders, partners or beneficiaries. Stock with respect to which such Employee holds an Option shall not be counted. (d) Outstanding Stock ------------------ For purposes of Subsection (b) above, "outstanding stock" shall include all stock actually issued and outstanding immediately after the grant. "Outstanding Stock" shall not include shares authorized for issuance under outstanding Options held by the Employee or by any other person. SECTION 5. STOCK SUBJECT TO PLAN. - ------------------------------------- (a) Basic Limitation ----------------- Shares offered under the Plan shall be authorized but unissued Shares. Subject to Sections 5(b) and 9 of the Plan, the aggregate number of Shares which may be issued or transferred as common stock pursuant to an Award under the Plan shall not exceed the following amounts of the shares of Authorized Common Stock of the Company: Plan Year Available Shares --------- ---------------- May 1, 2003 through April 30, 2004 750,000 Each subsequent Plan Year beginning 10% of outstanding stock on April May 1, 2004 30 of the year preceding each such such Plan Year In any event, the number of Shares which are subject to Awards or other rights outstanding at any time under the Plan shall not exceed the number of Shares which then remain available for issuance under the Plan. The Company, during the term of the Plan, shall at all times reserve and keep available sufficient Shares to satisfy the requirements of the Plan. (b) Additional Shares ------------------ In the event that any outstanding Option or other right for any reason expires or is canceled or otherwise terminated, the Shares allocable to the unexercised portion of such Option or other right shall again be available for the purposes of the Plan. If a Restricted Share is forfeited before any dividends have been paid with respect to such Restricted Share, then such Restricted Share shall again become available for award under the Plan. SECTION 6. TERMS AND CONDITIONS OF AWARDS OR SALES. - ---------------------------------------------------------- (a) Stock Purchase Agreement -------------------------- Each award or sale of Shares under the Plan (other than upon exercise of an Option) shall be evidenced by a Stock Purchase Agreement between the Offeree and the Company. Such award or sale shall be subject to all applicable terms and conditions of the Plan and may be subject to any other terms and conditions which are not inconsistent with the Plan and which the Committee deems appropriate for inclusion in a Stock Purchase Agreement. The provisions of the various Stock Purchase Agreements entered into under the Plan need not be identical. (b) Duration of Offers -------------------- Any right to acquire Shares under the Plan (other than an Option) shall automatically expire if not exercised by the Offeree within thirty (30) days after the grant of such right was communicated to the Offeree by the Committee. (c) Purchase Price --------------- Unless otherwise permitted by applicable law, the Purchase Price of Shares to be offered under the Plan shall not be less than eighty-five percent (85%) of the Fair Market Value of a Share on the date of grant (100% for 10% shareholders), except as otherwise provided in Section 4(b). Subject to the preceding sentence, the Purchase Price shall be determined by the Committee in its sole discretion. The Purchase Price shall be payable in a form described in Subsection (d) below. (d) Payment for Shares -------------------- The entire Purchase Price of Shares issued under the Plan shall be payable in lawful money of the United States of America at the time when such Shares are purchased, except as provided below: (i) Surrender of Stock. To the extent that a Stock Option Agreement so ------------------ provides, payment may be made all or in part with Shares which have already been owned by the Optionee or Optionee's representative for any time period specified by the Committee and which are surrendered to the Company in good form for transfer. Such shares shall be valued at their Fair Market Value on the date when the new Shares are purchased under the Plan. (ii) Promissory Notes. To the extent that a Stock Option Agreement or ---------------- Stock Purchase Agreement so provides, payment may be made all or in part with a full recourse promissory note executed by the Optionee or Offeree. The interest rate and other terms and conditions of such note shall be determined by the Committee. The Committee may require that the Optionee or Offeree pledge his or her Shares to the Company for the purpose of securing the payment of such note. In no event shall the stock certificate(s) representing such Shares be released to the Optionee or Offeree until such note is paid in full. (iii) Cashless Exercise. To the extent that a Stock Option Agreement ------------------ so provides and a public market for the Shares exists, payment may be made all or in part by delivery (on a form prescribed by the Committee) of an irrevocable direction to a securities broker to sell shares and to deliver all or part of the sale proceeds to the Company in payment of the aggregate Exercise Price. (iv) Other Forms of Payment. To the extent provided in the Stock ------------------------- Option Agreement, payment may be made in any other form that is consistent with applicable laws, regulations and rules. (e) Exercise of Awards on Termination of Service -------------------------------------------------- Each Stock Award Agreement shall set forth the extent to which the recipient shall have the right to exercise the Award following termination of the recipient's Service with the Company and its Subsidiaries. Such provisions shall be determined in the sole discretion of the Committee, need not be uniform among all the Awards issued pursuant to the Plan, and may reflect distinctions based on the reasons for termination of employment. SECTION 7. ADDITIONAL TERMS AND CONDITIONS OF RESTRICTED SHARES. - ------------------------------------------------------------------------ (a) Form and Amount of Award ---------------------------- Each Stock Award Agreement shall specify the number of Shares that are subject to the Award. Restricted Shares may be awarded in combination with NSOs and such an Award may provide that the Restricted Shares will be forfeited in the event that the related NSOs are exercised. (b) Exercisability -------------- Each Stock Award Agreement shall specify the conditions upon which Restricted Shares shall become vested, in full or in installments. To the extent required by applicable law, each Stock Award shall become exercisable no less rapidly than the rate of 20% per year for each of the first five years from the date of grant. Subject to the preceding sentence, the exercisability of any Stock Award shall be determined by the Committee in its sole discretion. (c) Effect of Change in Control ------------------------------- The Committee may determine at the time of making an Award or thereafter, that such Award shall become fully vested, in whole or in part, in the event that a Change in Control occurs with respect to the Company. (d) Voting Rights -------------- Holders of Restricted Shares awarded under the Plan shall have the same voting, dividend and other rights as the Company's other stockholders. A Stock Award Agreement, however, may require that the holders invested any cash dividends received in additional Restricted Shares. Such additional Restricted Shares shall be subject to the same conditions and restrictions as the Award with respect to which the dividends were paid. Such additional Restricted Shares shall not reduce the number of Shares available under Section 5. SECTION 8. TERMS AND CONDITIONS OF OPTIONS. - ------------------------------------------------ (a) Stock Option Agreement ------------------------ Each grant of an Option under the Plan shall be evidenced by a Stock Option Agreement between the Optionee and the Company. Such Option shall be subject to all applicable terms and conditions of the Plan and may be subject to any other terms and conditions which are not inconsistent with the Plan and which the Committee deems appropriate for inclusion in a Stock Option Agreement. The provisions of the various Stock Option Agreements entered into under the Plan need not be identical. (b) Number of Shares ------------------ Each Stock Option Agreement shall specify the number of Shares that are subject to the Option and shall provide for the adjustment of such number in accordance with Section 9. The Stock Option Agreement shall also specify whether the Option is an ISO or a Nonstatutory Option. (c) Exercise Price --------------- Each Stock Option Agreement shall specify the Exercise Price. The Exercise Price of an ISO shall not be less than one hundred percent (100%) of the Fair Market Value of a Share on the date of grant, except as otherwise provided in Section 4(b). To the extent required by applicable law and except as otherwise provided in Section 4(b), the Exercise Price of a Nonstatutory Option shall not be less than eighty-five percent (85%) of the Fair Market Value of a Share on the date of grant. Subject to the preceding two sentences, the Exercise Price under any Option shall be determined by the Committee in its sole discretion. The Exercise Price shall be payable in a form described in Subsection (h) below. (d) Exercisability -------------- Each Stock Option Agreement shall specify the date when all or any installment of the Option is to become exercisable. To the extent required by applicable law, an Option shall become exercisable no less rapidly than the rate of 20% per year for each of the first five years from the date of grant. Subject to the preceding sentence, the exercisability of any Option shall be determined by the Committee in its sole discretion. (e) Effect of Change in Control ------------------------------- The Committee may determine, at the time of granting an Option or thereafter, that such Option shall become fully exercisable as to all Shares subject to such Option in the event that a Change in Control occurs with respect to the Company. (f) Term ---- The Stock Option Agreement shall specify the term of the Option. The term shall not exceed ten (10) years from the date of grant (or five (5) years for ten percent (10%) shareholders as provided in Section 4(b)). Subject to the preceding sentence, the Committee at its sole discretion shall determine when an Option is to expire. (g) Exercise of Options on Termination of Service --------------------------------------------------- Each Option shall set forth the extent to which the Optionee shall have the right to exercise the Option following termination of the Optionee's Service with the Company and its Subsidiaries. Such provisions shall be determined in the sole discretion of the Committee, need not be uniform among all Options issued pursuant to the Plan, and may reflect distinctions based on the reasons for termination of employment. Notwithstanding the foregoing, to the extent required by applicable law, each Option shall provide that the Optionee shall have the right to exercise the vested portion of any Option held at termination for at least sixty (60) days following termination of Service with the Company for any reason, and that the Optionee shall have the right to exercise the Option for at least six (6) months if the Optionee's Service terminates due to death or Disability. (h) Payment of Option Shares --------------------------- The entire Exercise Price of Shares issued under the Plan shall be payable in lawful money of the United States of America at the time when such Shares are purchased, except as provided below: (i) Surrender of Stock. To the extent that a Stock Option Agreement so ------------------ provides, payment may be made all or in part with Shares which have already been owned by the Optionee or Optionee's representative for any time period specified by the Committee and which are surrendered to the Company in good form for transfer. Such shares shall be valued at their Fair Market Value on the date when the new Shares are purchased under the Plan. (ii) Promissory Notes. To the extent that a Stock Option Agreement or ---------------- Stock Purchase Agreement so provides, payment may be made all or in part with a full recourse promissory note executed by the Optionee or Offeree. The interest rate and other terms and conditions of such note shall be determined by the Committee. The Committee may require that the Optionee or Offeree pledge his or her Shares to the Company for the purpose of securing the payment of such note. In no event shall the stock certificate(s) representing such Shares be released to the Optionee or Offeree until such note is paid in full. (iii) Cashless Exercise. To the extent that a Stock Option Agreement ------------------ so provides and a public market for the Shares exists, payment may be made all or in part by delivery (on a form prescribed by the Committee) of an irrevocable direction to a securities broker to sell shares and to deliver all or part of the sale proceeds to the Company in payment of the aggregate Exercise Price. (iv) Other Forms of Payment. To the extent provided in the Stock ------------------------- Option Agreement, payment may be made in any other form that is consistent with applicable laws, regulations and rules. (i) Modification, Extension and Assumption of Options ------------------------------------------------------ Within the limitations of the Plan, the Committee may modify, extend or assume outstanding Options or may accept the cancellation of outstanding Options (whether granted by the Company or another issuer) in return for the grant of new Options for the same or a different number of Shares and at the same or a different Exercise Price or for other consideration. SECTION 9. ADJUSTMENT OF SHARES. - ----------------------------------- (a) General ------- In the event of a subdivision of the outstanding Stock, a declaration of a dividend payable in Shares, a combination or consolidation of the outstanding Stock into a lesser number of Shares, a recapitalization, a reclassification or a similar occurrence, the Committee shall make appropriate adjustments, subject to the limitations set forth in Section 9(c), in one or more of (i) the number of Shares available for future Awards under Section 5, (ii) the number of Shares covered by each outstanding Option or Purchase Agreement or (iii) the Exercise Price or Purchase Price under each outstanding Option or Stock Purchase Agreement. (b) Reorganizations --------------- In the event that the Company is a party to a merger or reorganization, outstanding Options shall be subject to the agreement of merger or reorganization, provided however, that the limitations set forth in Section 9(c) shall apply. (c) Reservation of Rights ----------------------- Except as provided in this Section 9, an Optionee or an Offeree shall have no rights by reason of (i) any subdivision or consolidation of shares of stock of any class, (ii) the payment of any dividend or (iii) any other increase or decrease in the number of shares of stock of any class. Any issue by the Company of shares of stock of any class, or securities convertible into shares of stock of any class, shall not affect, and no adjustment by reason thereof shall be made with respect to, the number, Exercise Price or Purchase Agreement of Shares subject to an Option or Stock Purchase Agreement. The grant of an Award pursuant to the Plan shall not affect in any way the right or power of the Company to make adjustments, reclassifications, reorganizations or changes of its capital or business structure, to merge or consolidate or to dissolve, liquidate, sell or transfer all or any part of its business or assets. SECTION 10. WITHHOLDING TAXES. - -------------------------------- (a) General ------- To the extent required by applicable federal, state, local or foreign law, a Participant or his or her successor shall make arrangements satisfactory to the Committee for the satisfaction of any withholding tax obligations that arise in connection with the Plan. The Company shall not be required to issue any Shares or make any cash payment under the Plan until such obligations are satisfied. (b) Share Withholding ------------------ The Committee may permit a Participant to satisfy all or part of his or her withholding or income tax obligations by having the Company withhold all or a portion of any Shares that otherwise would be issued to him or her or by surrendering all or a portion of any Shares that he or she previously acquired. Such Shares shall be valued at their Fair Market Value on the date when taxes otherwise would be withheld in cash. Any payment of taxes by assigning Shares to the Company may be subject to restrictions, including any restrictions required by rules of any federal or state regulatory body or other authority. (c) Cashless Exercise/Pledge ------------------------- The Committee may provide that if Company Shares are publicly traded at the time of exercise, arrangements may be made to meet the Optionee's withholding obligation by cashless exercise or pledge. (d) Other Forms of Payment ------------------------- The Committee may permit such other means of tax withholding as it deems appropriate. SECTION 11. ASSIGNMENT OR TRANSFER OF AWARDS. - -------------------------------------------------- (a) General ------- An Award granted under the Plan shall not be anticipated, assigned, attached, garnished, optioned, transferred or made subject to any creditor's process, whether voluntarily, involuntarily or by operation of law, except as approved by the Committee. Notwithstanding the foregoing, ISOs may not be transferable. Also notwithstanding the foregoing, Offerees and Optionees may not transfer their rights hereunder except by will, beneficiary designation or the laws of descent and distribution. (b) Trusts ------ Neither this Section 11 nor any other provision of the Plan shall preclude a Participant from transferring or assigning Restricted Shares to (a) the trustee of a trust that is revocable by such Participant alone, both at the time of the transfer or assignment and at all times thereafter prior to such Participant's death, or (b) the trustee of any other trust to the extent approved by the Committee in writing. A transfer or assignment of Restricted Shares from such trustee to any other person than such Participant shall be permitted only to the extent approved in advance by the Committee in writing, and Restricted Shares held by such trustee shall be subject to all the conditions and restrictions set forth in the Plan and in the applicable Stock Award Agreement, as if such trustee were a party to such Agreement. SECTION 12. LEGAL REQUIREMENTS. - --------------------------------- Shares shall not be issued under the Plan unless the issuance and delivery of such Shares complies with (or is exempt from) all applicable requirements of law, including (without limitation) the Securities Act of 1933, as amended, the rules and regulations promulgated thereunder, state securities laws and regulations, and the regulations of any stock exchange on which the Company's securities may then be listed. SECTION 13. NO EMPLOYMENT RIGHTS. - ------------------------------------ No provision of the Plan, nor any right or Option granted under the Plan, shall be construed to give any person any right to become, to be treated as, or to remain an Employee. The Company and its Subsidiaries reserve the right to terminate any person's Service at any time and for any reason. SECTION 14. DURATION AND AMENDMENTS. - --------------------------------------- (a) Term of the Plan ------------------- The Plan, as set forth herein, shall become effective on the date of its adoption by the Board of Directors, subject to the approval of the Company's shareholders. In the event that the shareholders fail to approve the Plan within twelve (12) months after its adoption by the Board of Directors, any grants already made shall be null and void, and no additional grants shall be made after such date. The Plan shall terminate automatically ten (10) years after its adoption by the Board of Directors and may be terminated on any earlier date pursuant to Subsection (b) below. (b) Right to Amend or Terminate the Plan ------------------------------------------ The Board of Directors may amend the Plan at any time and from time to time. Rights and obligations under any right or Option granted before amendment of the Plan shall not be materially altered, or impaired adversely, by such amendment, except with consent of the person to whom the right or Option was granted. An amendment of the Plan shall be subject to the approval of the Company's shareholders only to the extent required by applicable laws, regulations or rules including the rules of any applicable exchange. (c) Effect of Amendment or Termination -------------------------------------- No Shares shall be issued or sold under the Plan after the termination thereof, except upon exercise of an Option granted prior to such termination. The termination of the Plan, or any amendment thereof, shall not affect any Shares previously issued or any Option previously granted under the Plan. [END OF PLAN] EX-4.2 7 doc6.txt SERIES D CERTIFICATION 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. 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. 2.3 Non-Cash Dividends. Whenever a dividend or Distribution provided ------------------- 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, (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. (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. (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. (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. 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 EX-4.3 8 doc7.txt SERIES E CERTIFICATION 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 E 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 250,000 shares and designated as the "Series E Convertible Preferred Stock" having certain rights, preferences, privileges, restrictions and other matters relating to the Series E Convertible Preferred Stock. No shares of Series E 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 Class A 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. 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 E Convertible Preferred Stock is issued by the Company. 1.7 "Original Issue Price" shall mean $1.00 per share for the Series E Convertible Preferred Stock. 1.8 "Series E Convertible Preferred Stock" shall mean the Series E 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 month, the holders of the --------------- then outstanding Series E Convertible Preferred Stock shall be entitled to receive, not later than thirty (30) days following the end of the previous applicable month, out of any funds and assets of the Company legally available therefor, noncumulative dividends in an amount equal to twelve percent (12%) per annum. 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 E 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 E 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 E Convertible Preferred Stock is to be treated for this purpose as holding the Maximum Conversion Shares (as defined in section 4, below) as if they converted their shares of Series E Convertible Preferred Stock at the time of such dividend in accordance with Section 4 hereof. 2.3 Non-Cash Dividends. Whenever a dividend or Distribution ------------------- provided 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 E Convertible Preferred Stock. The holders of each share of Series E 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 E Convertible Preferred Stock plus all declared but unpaid dividends on the Series E 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 E 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 E Convertible Preferred Stock pro rata, according to the number of outstanding shares of Series E 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 E 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, (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 E 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 E Convertible Preferred Stock shall be convertible, at any time after the Original Issue Date but only upon the mutual written consent of the holder and the Company, which consent shall be obtained before any conversions shall take place, into that number of fully paid and nonassessable shares of Common Stock of the Company described in section 4(b) below. (b) Determination of Number of Shares of Common Stock Upon Conversion. The number of shares of Common Stock into which each share of Series E Convertible Preferred Stock may be converted shall be determined by dividing the Original Issue Price by the Conversion Price (determined as hereinafter provided) in effect at the time of conversion. Notwithstanding the foregoing, each share of Series E Convertible Preferred Stock may be converted into a maximum of two (2) shares of Common Stock (subject to adjustment as set forth in section 5) (the "Maximum Conversion Shares"). (c) Determination of Initial Conversion Price. The conversion price per share (the "Conversion Price") at which shares of Common Stock shall initially be issuable upon conversion of the Series E Convertible Preferred Stock shall be equal to the average of the closing bid price for the last ten (10) trading days prior to the Conversion Date (as hereinafter defined). (d) Procedures for Exercise of Conversion Rights. The holders of any shares of Series E 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, 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(e) below. The holder shall be deemed to have become a shareholder of record on the Conversion Date, and the applicable Conversion Price shall be the Conversion Price in effect on the Conversion Date. Upon conversion of only a portion of the number of shares of Series E 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 E Convertible Preferred Stock representing the unconverted portion of the certificate so surrendered. (e) No Fractional Shares. No fractional shares of Common Stock or scrip shall be issued upon conversion of shares of Series E Convertible Preferred Stock. If more than one share of Series E 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 E 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 E 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. (f) 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 F 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 F 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. (g) 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 F 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. (h) 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 F 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. (i) Status of Common Stock Issued Upon Conversion. All shares of Common Stock which may be issued upon conversion of the shares of Series E 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. (j) Status of Converted Preferred Stock. In case any shares of Series E 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. 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, reclassi- fications, 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 Maximum 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 Maximum 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. (c) No Impairment. The Company will not, through any reorgani- zation, 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. Call Provisions. The Series E Convertible Preferred Stock may be ---------------- called by the Company on the following terms: (a) At any time after the Original Issue Date the Company may call any or all of the Series E Convertible Preferred Stock by providing five (5) days written notice to the holders whose shares shall be called. The price to be paid by the Company shall be equal to the Original Issue Price. Any accrued but unpaid dividends as set forth in Section 2 must also be paid by the Company at the same time as the call price. 7. Redemption Provisions. The Series E Convertible Preferred Stock ---------------------- shall not be redeemable by the holders thereof. 8. Notices. Any notices required by the provisions of this Certificate ------- of Designation to be given to the holders of shares of Series E 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. 9. Voting Provisions. The Series E Convertible Preferred Stock shall ------------------ not have any voting rights. IN WITNESS WHEREOF, the Company has caused this Certificate of Designation of Series E 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 EX-4.4 9 doc8.txt SERIES F CERTIFICATION 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 F 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 25,000 shares and designated as the "Series F Convertible Preferred Stock" having certain rights, preferences, privileges, restrictions and other matters relating to the Series F Convertible Preferred Stock. No shares of Series F 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 Class A 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. 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 F Convertible Preferred Stock is issued by the Company. 1.7 "Original Issue Price" shall mean $16.675 per share for the Series F Convertible Preferred Stock. 1.8 "Series F Convertible Preferred Stock" shall mean the Series F 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 In each fiscal quarter, the holders of the then outstanding Series F Convertible Preferred Stock shall be entitled to receive, not later than thirty (30) days following the end of the previous applicable quarter, noncumulative dividends equal to 1.75 shares of Company common stock for each share of Series F Convertible Preferred Stock then outstanding. The Company may, at its sole discretion, pay this dividend in cash 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 F 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 F 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 F 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 F Convertible Preferred Stock at the time of such dividend in accordance with Section 4 hereof. 2.3 Non-Cash Dividends. Whenever a dividend or Distribution provided ------------------- 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 F Convertible Preferred Stock. The holders of each share of Series F 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 F Convertible Preferred Stock plus all declared but unpaid dividends on the Series F 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 F 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 F Convertible Preferred Stock pro rata, according to the number of outstanding shares of Series F 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 F 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, (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 F 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 F 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 (100) shares of 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 F 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 F 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 F 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 F Convertible Preferred Stock representing the unconverted portion of the certificate so surrendered. (c) No Fractional Shares. No fractional shares of Common Stock or scrip shall be issued upon conversion of shares of Series F Convertible Preferred Stock. If more than one share of Series F 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 F 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 F 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 F 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 F 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 F 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 F 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 F 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. (h) Status of Converted Preferred Stock. In case any shares of Series F 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. 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 F 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 F 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. (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 F 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 F 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 F 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 F 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 F Convertible Preferred Stock shall be entitled to such number of votes for the Series F 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 F 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. IN WITNESS WHEREOF, the Company has caused this Certificate of Designation of Series F 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 EX-10.1 10 doc9.txt CRANSHIRE STOCK EXCHANGE AGMT ANZA CAPITAL, INC. A NEVADA CORPORATION STOCK EXCHANGE AGREEMENT This Stock 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 Cranshire Capital, L.P. (the "Shareholder"). Each of the Company and the Shareholder 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 Shareholder is the record and beneficial owner of 6,151 shares of Series C Convertible Preferred Stock (the "Surrendered Shares"); WHEREAS, in connection with the Recapitalization, the Company has offered for the Shareholder to convert the Surrendered Shares into 12,562,245 shares of Company common stock (the "Conversion Common Shares"), 3075.5 shares of newly created Series D Convertible Preferred Stock (the "Preferred Exchange Shares"), and warrants to acquire 281,244 shares of Company common stock (the "Exchange Warrants"), in accordance with the terms and conditions hereof, and the Shareholder 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: 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 Shareholder shall surrender to the Company the Surrendered Shares, duly endorsed for transfer to the Company. (b) Effective as of the date of this Agreement, the Shareholder shall convert 3075.5 of the Surrendered Shares into the Conversion Common Shares. The Conversion Common Shares shall be validly issued, fully paid, and non assessable, shall be restricted in accordance with Rule 144 promulgated under the Securities Act of 1933, and shall be subject to a 20-for-1 reverse stock split currently contemplated as part of the Recapitalization. (c) Effective as of the Exchange Date (as hereinafter defined), the remaining number of Surrendered Shares not exchanged for Conversion Common Shares shall automatically be exchanged for the Preferred Exchange Shares and the Exchange Warrants. The Preferred Exchange Shares shall be validly issued, fully paid, and non assessable, and shall be restricted in accordance with Rule 144 promulgated under the Securities Act of 1933. (d) The rights, privileges, and preferences of the Preferred Exchange Shares shall be as set forth in the Certificate of Designation of the Rights, Preferences, Privileges and Restrictions of the Series D Convertible Preferred Stock of Anza Capital, Inc., a copy of which is attached hereto as Exhibit "A" (the "Certificate of Designation"). (e) The Exchange Warrants shall be exercisable for a period of five (5) years from the Exchange Date, and shall have an exercise price as follows: (i) 93,748 shares at $0.50 per share, (ii) 93,748 shares at $0.75 per share, and (iii) 93,748 shares at $0.95 per share. The warrant agreements have been attached hereto as Exhibits "B-D." (f) The Exchange Date shall be the date on which the Certificate of Designation is filed with the Nevada Secretary of State, which date is anticipated to be within three (3) business days of the completion of the Company's Annual Shareholders Meeting. (g) The Company's Annual Shareholders Meeting is currently scheduled for the middle of April, 2003. If the Company's Annual Shareholders Meeting does not take place on or before June 30, 2003 (the "Termination Date"), then this Agreement and the exchange of the remaining Surrendered Shares for Preferred Exchange Shares shall automatically be cancelled. In such an event, the exchange of Surrendered Shares for Conversion Common Shares shall remain effective as of the date of this Agreement. (h) Between the date of this Agreement and the Termination Date, the Shareholder shall remain the record and beneficial owner of the Surrendered Shares not exchanged for Conversion Common Shares, and shall have all voting power associated therewith; however, the Shareholder hereby waives and suspends its rights to dividends, its conversion rights, redemption rights, and all other rights set forth in the Certificate of Designations, Preferences and Rights of Series C Convertible Preferred Stock of E-Net Financial.com Corporation dated April 7, 2000 until the earlier to occur of the Exchange Date or the Termination Date. In the event this Agreement is terminated on the Termination Date, then all rights waived and suspended by this subsection shall be reinstated effective as of the date of this Agreement. 2. REPRESENTATIONS, WARRANTIES AND AGREEMENTS BY SHAREHOLDER: The -------------------------------------------------------------- Shareholder hereby represents, warrants and agrees as follows: (a) Shareholder shall transfer title in and to the Surrendered Shares to the Company free and clear of all liens, security interests, pledges, encumbrances, charges, restrictions, demands and claims, of any kind or nature whatsoever, whether direct or indirect or contingent. This Agreement has been duly executed and delivered by the Shareholder. This Agreement constitutes, and upon execution and delivery thereof by the Shareholder, will constitute, a valid and binding agreement of the Shareholder enforceable against the Shareholder in accordance with its respective terms. (b) The Shareholder is not a party to any partnership, management, shareholders' or joint venture or similar agreement which would affect the Shareholder's performance of this Agreement or the Shareholder's representation and warranties in this Agreement. (c) No form of general solicitation or general advertising was used by the Shareholder or the Company or, to the best of its actual knowledge, any other person acting on behalf of the Shareholder or the Company, in connection with the exchange. Neither the Shareholder, nor, to its knowledge, any person acting on behalf of the Shareholder, has, either directly or indirectly, sold or offered for sale to any person (other than the Company) any of the Surrendered Shares, and the Shareholder represents that neither itself nor any person authorized to act on its behalf (except that the Shareholder makes no representation as to the Company) will sell or offer for sale any such security to, or solicit any offers to buy any such security from, or otherwise approach or negotiate in respect thereof with, any person or persons so as thereby to cause the issuance or sale of any of the Surrendered Shares to be in violation of any of the provisions of Section 5 of the Securities Act of 1933 or any other provision of law. (d) None of the Surrendered Shares are or will be subject to any voting trust or agreement. No person holds or has the right to receive any proxy or similar instrument with respect to the Surrendered Shares. Except as provided in this Agreement, the Shareholder is not a party to any agreement which offers or grants to any person the right to purchase or acquire any of the Surrendered Shares. There is no applicable local, state or federal law, rule, regulation, or decree which would, as a result of the sale contemplated by this Agreement, impair, restrict or delay any voting rights with respect to the Surrendered Shares. (e) The representations and warranties herein by the Shareholder will be true and correct in all material respects on and as of the date hereof and will, except as provided herein, survive the Exchange Date. (f) The Shareholder acknowledges that the Shareholder has been furnished with such financial and other information concerning the Company, the directors and officers of the Company, the business of the Company, and the proposed Recapitalization of the Company as the Shareholder considers necessary in connection with the Shareholder's exchange of the Surrendered Shares. As a result, the Shareholder is familiar with the business, operations, properties, financial condition, and recapitalization plan of the Company and has discussed with officers or legal counsel of the Company any questions the Shareholder may have had with respect thereto. The Shareholder has consulted with the Shareholder's own legal, accounting, tax, investment and other advisers with respect to the tax treatment, merits, and risks of the transactions contemplated hereby. (g) The Shareholder hereby agrees to indemnify and defend the Company and its directors and officers and hold them harmless from and against any and all liability, damage, cost or expense incurred on account of or arising out of: (i) Any breach of or inaccuracy in the Shareholder's representations, warranties or agreements herein; (ii) Any disposition of any Surrendered Shares contrary to any of the Shareholder's representations, warranties or agreements herein; (iii) Any action, suit or proceeding based on a claim that any of said representations, warranties or agreements were inaccurate or misleading or otherwise cause for obtaining damages or redress from the Company or any director or officer of the Company. (h) The representations, warranties and agreements contained in this Agreement shall be binding on the Shareholder's successors, assigns, heirs and legal representatives and shall inure to the benefit of the respective successors and assigns of the Company and its directors and officers. (i) Shareholder shall deliver, along with a signed copy of this Agreement, all stock certificates representing the Surrendered Shares, fully endorsed to the Company or accompanied by an Irrevocable Stock Power trans- ferring the Surrendered Shares to the Company. 3. REPRESENTATIONS, WARRANTIES AND AGREEMENTS BY THE COMPANY: The -------------------------------------------------------------- Company hereby represents, warrants and agrees as follows: (a) The Company is a corporation duly organized, validly existing and in good standing under the laws of Nevada, with full power and authority to own, lease, use, and operate its properties and to carry on its business as and where now owned, leased, used, operated and conducted. The Company has all requisite corporate power and authority to enter into and perform this Agreement and to consummate the transactions contemplated hereby and to effect the exchange of the shares in accordance with the terms hereof. (b) The information heretofore furnished by the Company to the Share- holder for purposes of or in connection with this Agreement or any transaction contemplated hereby does not, and all such information hereafter furnished by the Company to the Shareholder will not (in each case taken together and on the date as of which such information is furnished), contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements contained therein, in the light of the circumstances under which they are made, not misleading. (c) The representations and warranties herein by the Company will be true and correct in all material respects on and as of the date hereof and will, except as provided herein, survive the Exchange Date. 4. CONFIDENTIALITY. Each Party hereto will hold and will cause its --------------- agents, officers, directors, attorneys, employees, consultants and advisors to hold in strict confidence, unless compelled to disclose by judicial or administrative process or, in the opinion of its counsel, by other requirements of law, all documents and information concerning any other Party furnished it by such other Party or its representatives in connection with the subject matter hereof (except to the extent that such information can be shown to have been (i) previously known by the Party to which it was furnished, (ii) in the public domain through no fault of such Party, or (iii) later lawfully acquired from other sources by the Party to which it was furnished), and each Party will not release or disclose such information to any other person, except its auditors, attorneys, financial advisors, bankers and other consultants and advisors in connection with this Agreement. Each Party shall be deemed to have satisfied its obligation to hold confidential information concerning or supplied by the other Party if it exercises the same care as it takes to preserve confidentiality for its own similar information. Notwithstanding the foregoing, the Parties acknowledge that this Agreement shall be discussed in, and will be filed as an exhibit to, the Company's filings with the Securities and Exchange Commission. 5. This Agreement may not be amended, canceled, revoked or otherwise modified except by written agreement subscribed by all of the Parties to be charged with such modification. 6. This Agreement shall be binding upon and shall inure to the benefit of the Parties hereto and their respective partners, employees, agents, servants, heirs, administrators, executors, successors, representatives and assigns. 7. All Parties hereto agree to pay their own costs and attorneys' fees except as follows: (a) In the event of any action, suit or other proceeding instituted to remedy, prevent or obtain relief from a breach of this Agreement, arising out of a breach of this Agreement, involving claims within the scope of the releases contained in this Agreement, or pertaining to a declaration of rights under this Agreement, the prevailing Party shall recover all of such Party's attorneys' fees and costs incurred in each and every such action, suit or other proceeding, including any and all appeals or petitions therefrom. (b) As used herein, attorneys' fees shall be deemed to mean the full and actual costs of any legal services actually performed in connection with the matters involved, calculated on the basis of the usual fee charged by the attorneys performing such services. 8. This Agreement and the rights of the parties hereunder shall be governed by and construed in accordance with the laws of the State of California including all matters of construction, validity, performance, and enforcement and without giving effect to the principles of conflict of laws. Venue for any action brought under this Agreement shall be in the appropriate court in Orange County, California. 9. The Parties agree and stipulate that each and every term and condition contained in this Agreement is material, and that each and every term and condition may be reasonably accomplished within the time limitations, and in the manner set forth in this Agreement. 10. The Parties agree and stipulate that time is of the essence with respect to compliance with each and every item set forth in this Agreement. 11. This Agreement, along with the exhibits hereto, sets forth the entire agreement and understanding of the Parties hereto and supersedes any and all prior agreements, arrangements and understandings related to the subject matter hereof. No understanding, promise, inducement, statement of intention, representation, warranty, covenant or condition, written or oral, express or implied, whether by statute or otherwise, has been made by any party hereto which is not embodied in this Agreement or the written statements, certificates, or other documents delivered pursuant hereto or in connection with the transactions contemplated hereby, and no Party hereto shall be bound by or liable for any alleged understanding, promise, inducement, statement, representation, warranty, covenant or condition not so set forth. 12. This Agreement may be executed in one or more counterparts, each of which when executed and delivered shall be an original, and all of which when executed shall constitute one and the same instrument. IN WITNESS WHEREOF, the Parties hereto, agreeing to be bound hereby, execute this Agreement upon the date first set forth above. "Shareholder" "Company" Cranshire Capital, L.P. Anza Capital, Inc. By: /s/ M. Kopin By: /s/ Vincent Rinehart - ------------------------------------ --------------------------- Its: President -- Downsview Capital Its: President The General Partner EX-10.2 11 doc10.txt CRANSHIRE $0.50 WARRANT 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. Cranshire No. 1 WARRANT Anza Capital, Inc. (Incorporated under the laws of the State of Nevada) THIS IS TO CERTIFY that, for value received, Cranshire Capital, L.P., or its assigns (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 Ninety Three Thousand Seven Hundred Forty Eight (93,748) fully paid and nonassessable shares of common stock of the Company (the "Warrant Securities") at the initial price of $0.50 per share but subject to adjustment as provided in Section 3 below, (the "Exercise Price"), upon payment by cashier's check or wire transfer of the Exercise Price for such shares of the Common Stock to the Company at the Company's offices. 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 of April ___, 2003 and 5:00 p.m. Pacific Time on April ___, 2008, by presentation and surrender hereof to the Company of a notice of election to purchase duly executed and accompanied by payment by check or wire transfer of the Exercise Price. 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 five (5) 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. 3. LIMITATIONS ON EXERCISE. In no event shall the Holder be entitled to exercise any portion of this Warrant to acquire Warrant Securities 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 the unexercised portion of any 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 exercise of the portion of the warrants with respect to which this determination is being made, 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. 4. 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. 5. 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. 6. 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. 7. REGISTRATION RIGHTS. If the Company at any time proposes to register any of its securities under the Act, including under an SB-2 Registration Statement or otherwise, it will each such time give written notice to all holders of outstanding warrants of its intention so to do. Upon the written request of a holder or holders of any such warrants given within 30 days after receipt of any such notice, the Company will use its best efforts to cause all shares underlying the exercise of such warrants to be registered under the Act (with the securities which the Company at the time propose to register); provided, however, that the Company may, as a condition precedent to its effective such registration, require each Holder to agree with the Company and the managing underwriter or underwriters of the offering to be made by the Company in connection with such registration that such Holder will not sell any securities of the same class or convertible into the same class as those registered by the Company (including any class into which the securities registered by the Company are convertible) for such reasonable period after such registration becomes effective (not exceeding 90 days) as shall then be specified in writing by such underwriter or underwriters if in the opinion of such underwriter or underwriters the Company's offering would be materially adversely affected in the absence of such an agreement. All expenses incurred by the Company in complying with this Section, including without limitation all registration and filing fees, listing fees, printing expenses, fees and disbursements of all independent accountants, or counsel for the Company and the expense of any special audits incident to or required by any such registration and the expenses of complying with the securities or blue sky laws of any jurisdiction shall be paid by the Company. 8. 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. 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. 9. 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. 10. 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 Principal Value, 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. 11. 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. 12. TRANSFERABILITY. This Warrant may be transferred or assigned by the Holder only with the express written permission of the Company. 13. 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. 14. 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. 15. 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 13 hereof, or, in the alternative, in any other form or manner permitted by law. Orange County, California shall be proper venue. 16. 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. 17. 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. 18. 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. 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: April ___, 2003 Anza Capital, Inc., a Nevada corporation ------------------------------------ By: Vincent Rinehart Its: President [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 $______ therefor, 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) EX-10.3 12 doc11.txt CRANSHIRE $0.75 WARRANT 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. Cranshire No. 2 WARRANT Anza Capital, Inc. (Incorporated under the laws of the State of Nevada) THIS IS TO CERTIFY that, for value received, Cranshire Capital, L.P., or its assigns (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 Ninety Three Thousand Seven Hundred Forty Eight (93,748) fully paid and nonassessable shares of common stock of the Company (the "Warrant Securities") at the initial price of $0.75 per share but subject to adjustment as provided in Section 3 below, (the "Exercise Price"), upon payment by cashier's check or wire transfer of the Exercise Price for such shares of the Common Stock to the Company at the Company's offices. 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 of April ___, 2003 and 5:00 p.m. Pacific Time on April ___, 2008, by presentation and surrender hereof to the Company of a notice of election to purchase duly executed and accompanied by payment by check or wire transfer of the Exercise Price. 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 five (5) 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. 3. LIMITATIONS ON EXERCISE. In no event shall the Holder be entitled to exercise any portion of this Warrant to acquire Warrant Securities 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 the unexercised portion of any 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 exercise of the portion of the warrants with respect to which this determination is being made, 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. 4. 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. 5. 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. 6. 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. 7. REGISTRATION RIGHTS. If the Company at any time proposes to register any of its securities under the Act, including under an SB-2 Registration Statement or otherwise, it will each such time give written notice to all holders of outstanding warrants of its intention so to do. Upon the written request of a holder or holders of any such warrants given within 30 days after receipt of any such notice, the Company will use its best efforts to cause all shares underlying the exercise of such warrants to be registered under the Act (with the securities which the Company at the time propose to register); provided, however, that the Company may, as a condition precedent to its effective such registration, require each Holder to agree with the Company and the managing underwriter or underwriters of the offering to be made by the Company in connection with such registration that such Holder will not sell any securities of the same class or convertible into the same class as those registered by the Company (including any class into which the securities registered by the Company are convertible) for such reasonable period after such registration becomes effective (not exceeding 90 days) as shall then be specified in writing by such underwriter or underwriters if in the opinion of such underwriter or underwriters the Company's offering would be materially adversely affected in the absence of such an agreement. All expenses incurred by the Company in complying with this Section, including without limitation all registration and filing fees, listing fees, printing expenses, fees and disbursements of all independent accountants, or counsel for the Company and the expense of any special audits incident to or required by any such registration and the expenses of complying with the securities or blue sky laws of any jurisdiction shall be paid by the Company. 8. 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. 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. 9. 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. 10. 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 Principal Value, 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. 11. 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. 12. TRANSFERABILITY. This Warrant may be transferred or assigned by the Holder only with the express written permission of the Company. 13. 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. 14. 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. 15. 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 13 hereof, or, in the alternative, in any other form or manner permitted by law. Orange County, California shall be proper venue. 16. 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. 17. 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. 18. 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. 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: April ___, 2003 Anza Capital, Inc., a Nevada corporation ------------------------------------ By: Vincent Rinehart Its: President [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 $______ therefor, 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) EX-10.4 13 doc12.txt CRANSHIRE $0.95 WARRANT 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. Cranshire No. 3 WARRANT Anza Capital, Inc. (Incorporated under the laws of the State of Nevada) THIS IS TO CERTIFY that, for value received, Cranshire Capital, L.P., or its assigns (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 Ninety Three Thousand Seven Hundred Forty Eight (93,748) fully paid and nonassessable shares of common stock of the Company (the "Warrant Securities") at the initial price of $0.95 per share but subject to adjustment as provided in Section 3 below, (the "Exercise Price"), upon payment by cashier's check or wire transfer of the Exercise Price for such shares of the Common Stock to the Company at the Company's offices. 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 of April ___, 2003 and 5:00 p.m. Pacific Time on April ___, 2008, by presentation and surrender hereof to the Company of a notice of election to purchase duly executed and accompanied by payment by check or wire transfer of the Exercise Price. 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 five (5) 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. 3. LIMITATIONS ON EXERCISE. In no event shall the Holder be entitled to exercise any portion of this Warrant to acquire Warrant Securities 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 the unexercised portion of any 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 exercise of the portion of the warrants with respect to which this determination is being made, 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. 4. 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. 5. 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. 6. 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. 7. REGISTRATION RIGHTS. If the Company at any time proposes to register any of its securities under the Act, including under an SB-2 Registration Statement or otherwise, it will each such time give written notice to all holders of outstanding warrants of its intention so to do. Upon the written request of a holder or holders of any such warrants given within 30 days after receipt of any such notice, the Company will use its best efforts to cause all shares underlying the exercise of such warrants to be registered under the Act (with the securities which the Company at the time propose to register); provided, however, that the Company may, as a condition precedent to its effective such registration, require each Holder to agree with the Company and the managing underwriter or underwriters of the offering to be made by the Company in connection with such registration that such Holder will not sell any securities of the same class or convertible into the same class as those registered by the Company (including any class into which the securities registered by the Company are convertible) for such reasonable period after such registration becomes effective (not exceeding 90 days) as shall then be specified in writing by such underwriter or underwriters if in the opinion of such underwriter or underwriters the Company's offering would be materially adversely affected in the absence of such an agreement. All expenses incurred by the Company in complying with this Section, including without limitation all registration and filing fees, listing fees, printing expenses, fees and disbursements of all independent accountants, or counsel for the Company and the expense of any special audits incident to or required by any such registration and the expenses of complying with the securities or blue sky laws of any jurisdiction shall be paid by the Company. 8. 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. 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. 9. 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. 10. 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 Principal Value, 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. 11. 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. 12. TRANSFERABILITY. This Warrant may be transferred or assigned by the Holder only with the express written permission of the Company. 13. 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. 14. 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. 15. 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 13 hereof, or, in the alternative, in any other form or manner permitted by law. Orange County, California shall be proper venue. 16. 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. 17. 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. 18. 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. 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: April ___, 2003 Anza Capital, Inc., a Nevada corporation ------------------------------------ By: Vincent Rinehart Its: President [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 $______ therefor, 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) EX-10.5 14 doc13.txt EURAM STOCK EXCHANGE AGREEMENT ANZA CAPITAL, INC. A NEVADA CORPORATION STOCK EXCHANGE AGREEMENT This Stock 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 EURAM Cap Strat. "A" Fund Limited (the "Shareholder"). Each of the Company and the Shareholder 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 Shareholder is the record and beneficial owner of 4,051 shares of Series C Convertible Preferred Stock (the "Surrendered Shares"); WHEREAS, in connection with the Recapitalization, the Company has offered for the Shareholder to convert the Surrendered Shares into 8,273,395 shares of Company common stock (the "Conversion Common Shares"), 2025.5 shares of newly created Series D Convertible Preferred Stock (the "Preferred Exchange Shares"), and warrants to acquire 185,226 shares of Company common stock (the "Exchange Warrants"), in accordance with the terms and conditions hereof, and the Shareholder 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: 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 Shareholder shall surrender to the Company the Surrendered Shares, duly endorsed for transfer to the Company. (b) Effective as of the date of this Agreement, the Shareholder shall convert 2025.5 of the Surrendered Shares into the Conversion Common Shares. The Conversion Common Shares shall be validly issued, fully paid, and non assessable, shall be restricted in accordance with Rule 144 promulgated under the Securities Act of 1933, and shall be subject to a 20-for-1 reverse stock split currently contemplated as part of the Recapitalization. (c) Effective as of the Exchange Date (as hereinafter defined), the remaining number of Surrendered Shares not exchanged for Conversion Common Shares shall automatically be exchanged for the Preferred Exchange Shares and the Exchange Warrants. The Preferred Exchange Shares shall be validly issued, fully paid, and non assessable, and shall be restricted in accordance with Rule 144 promulgated under the Securities Act of 1933. (d) The rights, privileges, and preferences of the Preferred Exchange Shares shall be as set forth in the Certificate of Designation of the Rights, Preferences, Privileges and Restrictions of the Series D Convertible Preferred Stock of Anza Capital, Inc., a copy of which is attached hereto as Exhibit "A" (the "Certificate of Designation"). (e) The Exchange Warrants shall be exercisable for a period of five (5) years from the Exchange Date, and shall have an exercise price as follows: (i) 61,742 shares at $0.50 per share, (ii) 61,742 shares at $0.75 per share, and (iii) 61,742 shares at $0.95 per share. The warrant agreements have been attached hereto as Exhibits "B-D." (f) The Exchange Date shall be the date on which the Certificate of Designation is filed with the Nevada Secretary of State, which date is anticipated to be within three (3) business days of the completion of the Company's Annual Shareholders Meeting. (g) The Company's Annual Shareholders Meeting is currently scheduled for the middle of April, 2003. If the Company's Annual Shareholders Meeting does not take place on or before June 30, 2003 (the "Termination Date"), then this Agreement and the exchange of the remaining Surrendered Shares for Preferred Exchange Shares shall automatically be cancelled. In such an event, the exchange of Surrendered Shares for Conversion Common Shares shall remain effective as of the date of this Agreement. (h) Between the date of this Agreement and the Termination Date, the Shareholder shall remain the record and beneficial owner of the Surrendered Shares not exchanged for Conversion Common Shares, and shall have all voting power associated therewith; however, the Shareholder hereby waives and suspends its rights to dividends, its conversion rights, redemption rights, and all other rights set forth in the Certificate of Designations, Preferences and Rights of Series C Convertible Preferred Stock of E-Net Financial.com Corporation dated April 7, 2000 until the earlier to occur of the Exchange Date or the Termination Date. In the event this Agreement is terminated on the Termination Date, then all rights waived and suspended by this subsection shall be reinstated effective as of the date of this Agreement. 2. REPRESENTATIONS, WARRANTIES AND AGREEMENTS BY SHAREHOLDER: The -------------------------------------------------------------- Shareholder hereby represents, warrants and agrees as follows: (a) Shareholder shall transfer title in and to the Surrendered Shares to the Company free and clear of all liens, security interests, pledges, encumbrances, charges, restrictions, demands and claims, of any kind or nature whatsoever, whether direct or indirect or contingent. This Agreement has been duly executed and delivered by the Shareholder. This Agreement constitutes, and upon execution and delivery thereof by the Shareholder, will constitute, a valid and binding agreement of the Shareholder enforceable against the Shareholder in accordance with its respective terms. (b) The Shareholder is not a party to any partnership, management, shareholders' or joint venture or similar agreement which would affect the Shareholder's performance of this Agreement or the Shareholder's representation and warranties in this Agreement. (c) No form of general solicitation or general advertising was used by the Shareholder or the Company or, to the best of its actual knowledge, any other person acting on behalf of the Shareholder or the Company, in connection with the exchange. Neither the Shareholder, nor, to its knowledge, any person acting on behalf of the Shareholder, has, either directly or indirectly, sold or offered for sale to any person (other than the Company) any of the Surrendered Shares, and the Shareholder represents that neither itself nor any person authorized to act on its behalf (except that the Shareholder makes no representation as to the Company) will sell or offer for sale any such security to, or solicit any offers to buy any such security from, or otherwise approach or negotiate in respect thereof with, any person or persons so as thereby to cause the issuance or sale of any of the Surrendered Shares to be in violation of any of the provisions of Section 5 of the Securities Act of 1933 or any other provision of law. (d) None of the Surrendered Shares are or will be subject to any voting trust or agreement. No person holds or has the right to receive any proxy or similar instrument with respect to the Surrendered Shares. Except as provided in this Agreement, the Shareholder is not a party to any agreement which offers or grants to any person the right to purchase or acquire any of the Surrendered Shares. There is no applicable local, state or federal law, rule, regulation, or decree which would, as a result of the sale contemplated by this Agreement, impair, restrict or delay any voting rights with respect to the Surrendered Shares. (e) The representations and warranties herein by the Shareholder will be true and correct in all material respects on and as of the date hereof and will, except as provided herein, survive the Exchange Date. (f) The Shareholder acknowledges that the Shareholder has been furnished with such financial and other information concerning the Company, the directors and officers of the Company, the business of the Company, and the proposed Recapitalization of the Company as the Shareholder considers necessary in connection with the Shareholder's exchange of the Surrendered Shares. As a result, the Shareholder is familiar with the business, operations, properties, financial condition, and recapitalization plan of the Company and has discussed with officers or legal counsel of the Company any questions the Shareholder may have had with respect thereto. The Shareholder has consulted with the Shareholder's own legal, accounting, tax, investment and other advisers with respect to the tax treatment, merits, and risks of the transactions contemplated hereby. (g) The Shareholder hereby agrees to indemnify and defend the Company and its directors and officers and hold them harmless from and against any and all liability, damage, cost or expense incurred on account of or arising out of: (i) Any breach of or inaccuracy in the Shareholder's representations, warranties or agreements herein; (ii) Any disposition of any Surrendered Shares contrary to any of the Shareholder's representations, warranties or agreements herein; (iii) Any action, suit or proceeding based on a claim that any of said representations, warranties or agreements were inaccurate or misleading or otherwise cause for obtaining damages or redress from the Company or any director or officer of the Company. (h) The representations, warranties and agreements contained in this Agreement shall be binding on the Shareholder's successors, assigns, heirs and legal representatives and shall inure to the benefit of the respective successors and assigns of the Company and its directors and officers. (i) Shareholder shall deliver, along with a signed copy of this Agreement, all stock certificates representing the Surrendered Shares, fully endorsed to the Company or accompanied by an Irrevocable Stock Power trans- ferring the Surrendered Shares to the Company. 3. REPRESENTATIONS, WARRANTIES AND AGREEMENTS BY THE COMPANY: The -------------------------------------------------------------- Company hereby represents, warrants and agrees as follows: (a) The Company is a corporation duly organized, validly existing and in good standing under the laws of Nevada, with full power and authority to own, lease, use, and operate its properties and to carry on its business as and where now owned, leased, used, operated and conducted. The Company has all requisite corporate power and authority to enter into and perform this Agreement and to consummate the transactions contemplated hereby and to effect the exchange of the shares in accordance with the terms hereof. (b) The information heretofore furnished by the Company to the Share- holder for purposes of or in connection with this Agreement or any transaction contemplated hereby does not, and all such information hereafter furnished by the Company to the Shareholder will not (in each case taken together and on the date as of which such information is furnished), contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements contained therein, in the light of the circumstances under which they are made, not misleading. (c) The representations and warranties herein by the Company will be true and correct in all material respects on and as of the date hereof and will, except as provided herein, survive the Exchange Date. 4. CONFIDENTIALITY. Each Party hereto will hold and will cause its --------------- agents, officers, directors, attorneys, employees, consultants and advisors to hold in strict confidence, unless compelled to disclose by judicial or administrative process or, in the opinion of its counsel, by other requirements of law, all documents and information concerning any other Party furnished it by such other Party or its representatives in connection with the subject matter hereof (except to the extent that such information can be shown to have been (i) previously known by the Party to which it was furnished, (ii) in the public domain through no fault of such Party, or (iii) later lawfully acquired from other sources by the Party to which it was furnished), and each Party will not release or disclose such information to any other person, except its auditors, attorneys, financial advisors, bankers and other consultants and advisors in connection with this Agreement. Each Party shall be deemed to have satisfied its obligation to hold confidential information concerning or supplied by the other Party if it exercises the same care as it takes to preserve confidentiality for its own similar information. Notwithstanding the foregoing, the Parties acknowledge that this Agreement shall be discussed in, and will be filed as an exhibit to, the Company's filings with the Securities and Exchange Commission. 5. This Agreement may not be amended, canceled, revoked or otherwise modified except by written agreement subscribed by all of the Parties to be charged with such modification. 6. This Agreement shall be binding upon and shall inure to the benefit of the Parties hereto and their respective partners, employees, agents, servants, heirs, administrators, executors, successors, representatives and assigns. 7. All Parties hereto agree to pay their own costs and attorneys' fees except as follows: (a) In the event of any action, suit or other proceeding instituted to remedy, prevent or obtain relief from a breach of this Agreement, arising out of a breach of this Agreement, involving claims within the scope of the releases contained in this Agreement, or pertaining to a declaration of rights under this Agreement, the prevailing Party shall recover all of such Party's attorneys' fees and costs incurred in each and every such action, suit or other proceeding, including any and all appeals or petitions therefrom. (b) As used herein, attorneys' fees shall be deemed to mean the full and actual costs of any legal services actually performed in connection with the matters involved, calculated on the basis of the usual fee charged by the attorneys performing such services. 8. This Agreement and the rights of the parties hereunder shall be governed by and construed in accordance with the laws of the State of California including all matters of construction, validity, performance, and enforcement and without giving effect to the principles of conflict of laws. Venue for any action brought under this Agreement shall be in the appropriate court in Orange County, California. 9. The Parties agree and stipulate that each and every term and condition contained in this Agreement is material, and that each and every term and condition may be reasonably accomplished within the time limitations, and in the manner set forth in this Agreement. 10. The Parties agree and stipulate that time is of the essence with respect to compliance with each and every item set forth in this Agreement. 11. This Agreement, along with the exhibits hereto, sets forth the entire agreement and understanding of the Parties hereto and supersedes any and all prior agreements, arrangements and understandings related to the subject matter hereof. No understanding, promise, inducement, statement of intention, representation, warranty, covenant or condition, written or oral, express or implied, whether by statute or otherwise, has been made by any party hereto which is not embodied in this Agreement or the written statements, certificates, or other documents delivered pursuant hereto or in connection with the transactions contemplated hereby, and no Party hereto shall be bound by or liable for any alleged understanding, promise, inducement, statement, representation, warranty, covenant or condition not so set forth. 12. This Agreement may be executed in one or more counterparts, each of which when executed and delivered shall be an original, and all of which when executed shall constitute one and the same instrument. IN WITNESS WHEREOF, the Parties hereto, agreeing to be bound hereby, execute this Agreement upon the date first set forth above. "Shareholder" "Company" EURAM Cap Strat. "A" Fund Limited Anza Capital, Inc. /s/ M. Kopin /s/ Vincent Rinehart - --------------------------- ------------------------------- By: M. Kopin By: Vincent Rinehart Its: President Its: President EX-10.6 15 doc14.txt EURAM $0.50 WARRANT 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. EURAM No. 1 WARRANT Anza Capital, Inc. (Incorporated under the laws of the State of Nevada) THIS IS TO CERTIFY that, for value received, EURAM Cap Strat. "A" Fund Limited, or its assigns (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 Sixty One Thousand Seven Hundred Forty Two (61,742) fully paid and nonassessable shares of common stock of the Company (the "Warrant Securities") at the initial price of $0.50 per share but subject to adjustment as provided in Section 3 below, (the "Exercise Price"), upon payment by cashier's check or wire transfer of the Exercise Price for such shares of the Common Stock to the Company at the Company's offices. 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 of April ___, 2003 and 5:00 p.m. Pacific Time on April ___, 2008, by presentation and surrender hereof to the Company of a notice of election to purchase duly executed and accompanied by payment by check or wire transfer of the Exercise Price. 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 five (5) 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. 3. LIMITATIONS ON EXERCISE. In no event shall the Holder be entitled to exercise any portion of this Warrant to acquire Warrant Securities 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 the unexercised portion of any 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 exercise of the portion of the warrants with respect to which this determination is being made, 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. 4. 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. 5. 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. 6. 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. 7. REGISTRATION RIGHTS. If the Company at any time proposes to register any of its securities under the Act, including under an SB-2 Registration Statement or otherwise, it will each such time give written notice to all holders of outstanding warrants of its intention so to do. Upon the written request of a holder or holders of any such warrants given within 30 days after receipt of any such notice, the Company will use its best efforts to cause all shares underlying the exercise of such warrants to be registered under the Act (with the securities which the Company at the time propose to register); provided, however, that the Company may, as a condition precedent to its effective such registration, require each Holder to agree with the Company and the managing underwriter or underwriters of the offering to be made by the Company in connection with such registration that such Holder will not sell any securities of the same class or convertible into the same class as those registered by the Company (including any class into which the securities registered by the Company are convertible) for such reasonable period after such registration becomes effective (not exceeding 90 days) as shall then be specified in writing by such underwriter or underwriters if in the opinion of such underwriter or underwriters the Company's offering would be materially adversely affected in the absence of such an agreement. All expenses incurred by the Company in complying with this Section, including without limitation all registration and filing fees, listing fees, printing expenses, fees and disbursements of all independent accountants, or counsel for the Company and the expense of any special audits incident to or required by any such registration and the expenses of complying with the securities or blue sky laws of any jurisdiction shall be paid by the Company. 8. 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. 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. 9. 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. 10. 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 Principal Value, 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. 11. 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. 12. TRANSFERABILITY. This Warrant may be transferred or assigned by the Holder only with the express written permission of the Company. 13. 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. 14. 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. 15. 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 13 hereof, or, in the alternative, in any other form or manner permitted by law. Orange County, California shall be proper venue. 16. 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. 17. 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. 18. 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. 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: April ___, 2003 Anza Capital, Inc., a Nevada corporation ------------------------------------ By: Vincent Rinehart Its: President [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 $______ therefor, 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) EX-10.7 16 doc15.txt EURAM $0.75 WARRANT 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. EURAM No. 2 WARRANT Anza Capital, Inc. (Incorporated under the laws of the State of Nevada) THIS IS TO CERTIFY that, for value received, EURAM Cap Strat. "A" Fund Limited, or its assigns (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 Sixty One Thousand Seven Hundred Forty Two (61,742) fully paid and nonassessable shares of common stock of the Company (the "Warrant Securities") at the initial price of $0.75 per share but subject to adjustment as provided in Section 3 below, (the "Exercise Price"), upon payment by cashier's check or wire transfer of the Exercise Price for such shares of the Common Stock to the Company at the Company's offices. 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 of April ___, 2003 and 5:00 p.m. Pacific Time on April ___, 2008, by presentation and surrender hereof to the Company of a notice of election to purchase duly executed and accompanied by payment by check or wire transfer of the Exercise Price. 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 five (5) 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. 3. LIMITATIONS ON EXERCISE. In no event shall the Holder be entitled to exercise any portion of this Warrant to acquire Warrant Securities 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 the unexercised portion of any 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 exercise of the portion of the warrants with respect to which this determination is being made, 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. 4. 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. 5. 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. 6. 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. 7. REGISTRATION RIGHTS. If the Company at any time proposes to register any of its securities under the Act, including under an SB-2 Registration Statement or otherwise, it will each such time give written notice to all holders of outstanding warrants of its intention so to do. Upon the written request of a holder or holders of any such warrants given within 30 days after receipt of any such notice, the Company will use its best efforts to cause all shares underlying the exercise of such warrants to be registered under the Act (with the securities which the Company at the time propose to register); provided, however, that the Company may, as a condition precedent to its effective such registration, require each Holder to agree with the Company and the managing underwriter or underwriters of the offering to be made by the Company in connection with such registration that such Holder will not sell any securities of the same class or convertible into the same class as those registered by the Company (including any class into which the securities registered by the Company are convertible) for such reasonable period after such registration becomes effective (not exceeding 90 days) as shall then be specified in writing by such underwriter or underwriters if in the opinion of such underwriter or underwriters the Company's offering would be materially adversely affected in the absence of such an agreement. All expenses incurred by the Company in complying with this Section, including without limitation all registration and filing fees, listing fees, printing expenses, fees and disbursements of all independent accountants, or counsel for the Company and the expense of any special audits incident to or required by any such registration and the expenses of complying with the securities or blue sky laws of any jurisdiction shall be paid by the Company. 8. 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. 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. 9. 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. 10. 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 Principal Value, 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. 11. 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. 12. TRANSFERABILITY. This Warrant may be transferred or assigned by the Holder only with the express written permission of the Company. 13. 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. 14. 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. 15. 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 13 hereof, or, in the alternative, in any other form or manner permitted by law. Orange County, California shall be proper venue. 16. 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. 17. 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. 18. 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. 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: April ___, 2003 Anza Capital, Inc., a Nevada corporation ------------------------------------ By: Vincent Rinehart Its: President [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 $______ therefor, 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) EX-10.8 17 doc16.txt EURAM $0.95 WARRANT 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. EURAM No. 3 WARRANT Anza Capital, Inc. (Incorporated under the laws of the State of Nevada) THIS IS TO CERTIFY that, for value received, EURAM Cap Strat. "A" Fund Limited, or its assigns (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 Sixty One Thousand Seven Hundred Forty Two (61,742) fully paid and nonassessable shares of common stock of the Company (the "Warrant Securities") at the initial price of $0.95 per share but subject to adjustment as provided in Section 3 below, (the "Exercise Price"), upon payment by cashier's check or wire transfer of the Exercise Price for such shares of the Common Stock to the Company at the Company's offices. 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 of April ___, 2003 and 5:00 p.m. Pacific Time on April ___, 2008, by presentation and surrender hereof to the Company of a notice of election to purchase duly executed and accompanied by payment by check or wire transfer of the Exercise Price. 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 five (5) 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. 3. LIMITATIONS ON EXERCISE. In no event shall the Holder be entitled to exercise any portion of this Warrant to acquire Warrant Securities 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 the unexercised portion of any 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 exercise of the portion of the warrants with respect to which this determination is being made, 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. 4. 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. 5. 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. 6. 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. 7. REGISTRATION RIGHTS. If the Company at any time proposes to register any of its securities under the Act, including under an SB-2 Registration Statement or otherwise, it will each such time give written notice to all holders of outstanding warrants of its intention so to do. Upon the written request of a holder or holders of any such warrants given within 30 days after receipt of any such notice, the Company will use its best efforts to cause all shares underlying the exercise of such warrants to be registered under the Act (with the securities which the Company at the time propose to register); provided, however, that the Company may, as a condition precedent to its effective such registration, require each Holder to agree with the Company and the managing underwriter or underwriters of the offering to be made by the Company in connection with such registration that such Holder will not sell any securities of the same class or convertible into the same class as those registered by the Company (including any class into which the securities registered by the Company are convertible) for such reasonable period after such registration becomes effective (not exceeding 90 days) as shall then be specified in writing by such underwriter or underwriters if in the opinion of such underwriter or underwriters the Company's offering would be materially adversely affected in the absence of such an agreement. All expenses incurred by the Company in complying with this Section, including without limitation all registration and filing fees, listing fees, printing expenses, fees and disbursements of all independent accountants, or counsel for the Company and the expense of any special audits incident to or required by any such registration and the expenses of complying with the securities or blue sky laws of any jurisdiction shall be paid by the Company. 8. 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. 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. 9. 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. 10. 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 Principal Value, 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. 11. 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. 12. TRANSFERABILITY. This Warrant may be transferred or assigned by the Holder only with the express written permission of the Company. 13. 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. 14. 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. 15. 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 13 hereof, or, in the alternative, in any other form or manner permitted by law. Orange County, California shall be proper venue. 16. 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. 17. 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. 18. 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. 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: April ___, 2003 Anza Capital, Inc., a Nevada corporation ------------------------------------ By: Vincent Rinehart Its: President [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 $______ therefor, 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) EX-10.9 18 doc17.txt KEYWAY STOCK EXCHANGE AGMT ANZA CAPITAL, INC. A NEVADA CORPORATION STOCK EXCHANGE AGREEMENT This Stock 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 Keyway Investments, Ltd. (the "Shareholder"). Each of the Company and the Shareholder 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 Shareholder is the record and beneficial owner of 4,006 shares of Series C Convertible Preferred Stock (the "Surrendered Shares"); WHEREAS, in connection with the Recapitalization, the Company has offered for the Shareholder to convert the Surrendered Shares into 8,181,491 shares of Company common stock (the "Conversion Common Shares"), 2003 shares of newly created Series D Convertible Preferred Stock (the "Preferred Exchange Shares"), and warrants to acquire 183,168 shares of Company common stock (the "Exchange Warrants"), in accordance with the terms and conditions hereof, and the Shareholder 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: 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 Shareholder shall surrender to the Company the Surrendered Shares, duly endorsed for transfer to the Company. (b) Effective as of the date of this Agreement, the Shareholder shall convert 2003 of the Surrendered Shares into the Conversion Common Shares. The Conversion Common Shares shall be validly issued, fully paid, and non assessable, shall be restricted in accordance with Rule 144 promulgated under the Securities Act of 1933, and shall be subject to a 20-for-1 reverse stock split currently contemplated as part of the Recapitalization. (c) Effective as of the Exchange Date (as hereinafter defined), the remaining number of Surrendered Shares not exchanged for Conversion Common Shares shall automatically be exchanged for the Preferred Exchange Shares and the Exchange Warrants. The Preferred Exchange Shares shall be validly issued, fully paid, and non assessable, and shall be restricted in accordance with Rule 144 promulgated under the Securities Act of 1933. (d) The rights, privileges, and preferences of the Preferred Exchange Shares shall be as set forth in the Certificate of Designation of the Rights, Preferences, Privileges and Restrictions of the Series D Convertible Preferred Stock of Anza Capital, Inc., a copy of which is attached hereto as Exhibit "A" (the "Certificate of Designation"). (e) The Exchange Warrants shall be exercisable for a period of five (5) years from the Exchange Date, and shall have an exercise price as follows: (i) 61,056 shares at $0.50 per share, (ii) 61,056 shares at $0.75 per share, and (iii) 61,056 shares at $0.95 per share. The warrant agreements have been attached hereto as Exhibits "B-D." (f) The Exchange Date shall be the date on which the Certificate of Designation is filed with the Nevada Secretary of State, which date is anticipated to be within three (3) business days of the completion of the Company's Annual Shareholders Meeting. (g) The Company's Annual Shareholders Meeting is currently scheduled for the middle of April, 2003. If the Company's Annual Shareholders Meeting does not take place on or before June 30, 2003 (the "Termination Date"), then this Agreement and the exchange of the remaining Surrendered Shares for Preferred Exchange Shares shall automatically be cancelled. In such an event, the exchange of Surrendered Shares for Conversion Common Shares shall remain effective as of the date of this Agreement. (h) Between the date of this Agreement and the Termination Date, the Shareholder shall remain the record and beneficial owner of the Surrendered Shares not exchanged for Conversion Common Shares, and shall have all voting power associated therewith; however, the Shareholder hereby waives and suspends its rights to dividends, its conversion rights, redemption rights, and all other rights set forth in the Certificate of Designations, Preferences and Rights of Series C Convertible Preferred Stock of E-Net Financial.com Corporation dated April 7, 2000 until the earlier to occur of the Exchange Date or the Termination Date. In the event this Agreement is terminated on the Termination Date, then all rights waived and suspended by this subsection shall be reinstated effective as of the date of this Agreement. 2. REPRESENTATIONS, WARRANTIES AND AGREEMENTS BY SHAREHOLDER: The -------------------------------------------------------------- Shareholder hereby represents, warrants and agrees as follows: (a) Shareholder shall transfer title in and to the Surrendered Shares to the Company free and clear of all liens, security interests, pledges, encumbrances, charges, restrictions, demands and claims, of any kind or nature whatsoever, whether direct or indirect or contingent. This Agreement has been duly executed and delivered by the Shareholder. This Agreement constitutes, and upon execution and delivery thereof by the Shareholder, will constitute, a valid and binding agreement of the Shareholder enforceable against the Shareholder in accordance with its respective terms. (b) The Shareholder is not a party to any partnership, management, shareholders' or joint venture or similar agreement which would affect the Shareholder's performance of this Agreement or the Shareholder's representation and warranties in this Agreement. (c) No form of general solicitation or general advertising was used by the Shareholder or the Company or, to the best of its actual knowledge, any other person acting on behalf of the Shareholder or the Company, in connection with the exchange. Neither the Shareholder, nor, to its knowledge, any person acting on behalf of the Shareholder, has, either directly or indirectly, sold or offered for sale to any person (other than the Company) any of the Surrendered Shares, and the Shareholder represents that neither itself nor any person authorized to act on its behalf (except that the Shareholder makes no representation as to the Company) will sell or offer for sale any such security to, or solicit any offers to buy any such security from, or otherwise approach or negotiate in respect thereof with, any person or persons so as thereby to cause the issuance or sale of any of the Surrendered Shares to be in violation of any of the provisions of Section 5 of the Securities Act of 1933 or any other provision of law. (d) None of the Surrendered Shares are or will be subject to any voting trust or agreement. No person holds or has the right to receive any proxy or similar instrument with respect to the Surrendered Shares. Except as provided in this Agreement, the Shareholder is not a party to any agreement which offers or grants to any person the right to purchase or acquire any of the Surrendered Shares. There is no applicable local, state or federal law, rule, regulation, or decree which would, as a result of the sale contemplated by this Agreement, impair, restrict or delay any voting rights with respect to the Surrendered Shares. (e) The representations and warranties herein by the Shareholder will be true and correct in all material respects on and as of the date hereof and will, except as provided herein, survive the Exchange Date. (f) The Shareholder acknowledges that the Shareholder has been furnished with such financial and other information concerning the Company, the directors and officers of the Company, the business of the Company, and the proposed Recapitalization of the Company as the Shareholder considers necessary in connection with the Shareholder's exchange of the Surrendered Shares. As a result, the Shareholder is familiar with the business, operations, properties, financial condition, and recapitalization plan of the Company and has discussed with officers or legal counsel of the Company any questions the Shareholder may have had with respect thereto. The Shareholder has consulted with the Shareholder's own legal, accounting, tax, investment and other advisers with respect to the tax treatment, merits, and risks of the transactions contemplated hereby. (g) The Shareholder hereby agrees to indemnify and defend the Company and its directors and officers and hold them harmless from and against any and all liability, damage, cost or expense incurred on account of or arising out of: (i) Any breach of or inaccuracy in the Shareholder's representations, warranties or agreements herein; (ii) Any disposition of any Surrendered Shares contrary to any of the Shareholder's representations, warranties or agreements herein; (iii) Any action, suit or proceeding based on a claim that any of said representations, warranties or agreements were inaccurate or misleading or otherwise cause for obtaining damages or redress from the Company or any director or officer of the Company. (h) The representations, warranties and agreements contained in this Agreement shall be binding on the Shareholder's successors, assigns, heirs and legal representatives and shall inure to the benefit of the respective successors and assigns of the Company and its directors and officers. (i) Shareholder shall deliver, along with a signed copy of this Agreement, all stock certificates representing the Surrendered Shares, fully endorsed to the Company or accompanied by an Irrevocable Stock Power transferring the Surrendered Shares to the Company. 3. REPRESENTATIONS, WARRANTIES AND AGREEMENTS BY THE COMPANY: The -------------------------------------------------------------- Company hereby represents, warrants and agrees as follows: (a) The Company is a corporation duly organized, validly existing and in good standing under the laws of Nevada, with full power and authority to own, lease, use, and operate its properties and to carry on its business as and where now owned, leased, used, operated and conducted. The Company has all requisite corporate power and authority to enter into and perform this Agreement and to consummate the transactions contemplated hereby and to effect the exchange of the shares in accordance with the terms hereof. (b) The information heretofore furnished by the Company to the Share- holder for purposes of or in connection with this Agreement or any transaction contemplated hereby does not, and all such information hereafter furnished by the Company to the Shareholder will not (in each case taken together and on the date as of which such information is furnished), contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements contained therein, in the light of the circumstances under which they are made, not misleading. (c) The representations and warranties herein by the Company will be true and correct in all material respects on and as of the date hereof and will, except as provided herein, survive the Exchange Date. 4. CONFIDENTIALITY. Each Party hereto will hold and will cause its --------------- agents, officers, directors, attorneys, employees, consultants and advisors to hold in strict confidence, unless compelled to disclose by judicial or administrative process or, in the opinion of its counsel, by other requirements of law, all documents and information concerning any other Party furnished it by such other Party or its representatives in connection with the subject matter hereof (except to the extent that such information can be shown to have been (i) previously known by the Party to which it was furnished, (ii) in the public domain through no fault of such Party, or (iii) later lawfully acquired from other sources by the Party to which it was furnished), and each Party will not release or disclose such information to any other person, except its auditors, attorneys, financial advisors, bankers and other consultants and advisors in connection with this Agreement. Each Party shall be deemed to have satisfied its obligation to hold confidential information concerning or supplied by the other Party if it exercises the same care as it takes to preserve confidentiality for its own similar information. Notwithstanding the foregoing, the Parties acknowledge that this Agreement shall be discussed in, and will be filed as an exhibit to, the Company's filings with the Securities and Exchange Commission. 5. This Agreement may not be amended, canceled, revoked or otherwise modified except by written agreement subscribed by all of the Parties to be charged with such modification. 6. This Agreement shall be binding upon and shall inure to the benefit of the Parties hereto and their respective partners, employees, agents, servants, heirs, administrators, executors, successors, representatives and assigns. 7. All Parties hereto agree to pay their own costs and attorneys' fees except as follows: (a) In the event of any action, suit or other proceeding instituted to remedy, prevent or obtain relief from a breach of this Agreement, arising out of a breach of this Agreement, involving claims within the scope of the releases contained in this Agreement, or pertaining to a declaration of rights under this Agreement, the prevailing Party shall recover all of such Party's attorneys' fees and costs incurred in each and every such action, suit or other proceeding, including any and all appeals or petitions therefrom. (b) As used herein, attorneys' fees shall be deemed to mean the full and actual costs of any legal services actually performed in connection with the matters involved, calculated on the basis of the usual fee charged by the attorneys performing such services. 8. This Agreement and the rights of the parties hereunder shall be governed by and construed in accordance with the laws of the State of California including all matters of construction, validity, performance, and enforcement and without giving effect to the principles of conflict of laws. Venue for any action brought under this Agreement shall be in the appropriate court in Orange County, California. 9. The Parties agree and stipulate that each and every term and condition contained in this Agreement is material, and that each and every term and condition may be reasonably accomplished within the time limitations, and in the manner set forth in this Agreement. 10. The Parties agree and stipulate that time is of the essence with respect to compliance with each and every item set forth in this Agreement. 11. This Agreement, along with the exhibits hereto, sets forth the entire agreement and understanding of the Parties hereto and supersedes any and all prior agreements, arrangements and understandings related to the subject matter hereof. No understanding, promise, inducement, statement of intention, representation, warranty, covenant or condition, written or oral, express or implied, whether by statute or otherwise, has been made by any party hereto which is not embodied in this Agreement or the written statements, certificates, or other documents delivered pursuant hereto or in connection with the transactions contemplated hereby, and no Party hereto shall be bound by or liable for any alleged understanding, promise, inducement, statement, representation, warranty, covenant or condition not so set forth. 12. This Agreement may be executed in one or more counterparts, each of which when executed and delivered shall be an original, and all of which when executed shall constitute one and the same instrument. IN WITNESS WHEREOF, the Parties hereto, agreeing to be bound hereby, execute this Agreement upon the date first set forth above. "Shareholder" "Company" Keyway Investments, Ltd. Anza Capital, Inc. /s/ Paul Moore /s/ Vincent Rinehart - ------------------------- ---------------------- By: Paul Moore By: Vincent Rinehart Its: Director Its: President EX-10.10 19 doc18.txt KEYWAY $0.50 WARRANT 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. Keyway No. 1 WARRANT Anza Capital, Inc. (Incorporated under the laws of the State of Nevada) THIS IS TO CERTIFY that, for value received, Keyway Investments, Ltd., or its assigns (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 Sixty One Thousand Fifty Six (61,056) fully paid and nonassessable shares of common stock of the Company (the "Warrant Securities") at the initial price of $0.50 per share but subject to adjustment as provided in Section 3 below, (the "Exercise Price"), upon payment by cashier's check or wire transfer of the Exercise Price for such shares of the Common Stock to the Company at the Company's offices. 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 of April ___, 2003 and 5:00 p.m. Pacific Time on April ___, 2008, by presentation and surrender hereof to the Company of a notice of election to purchase duly executed and accompanied by payment by check or wire transfer of the Exercise Price. 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 five (5) 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. 3. LIMITATIONS ON EXERCISE. In no event shall the Holder be entitled to exercise any portion of this Warrant to acquire Warrant Securities 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 the unexercised portion of any 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 exercise of the portion of the warrants with respect to which this determination is being made, 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. 4. 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. 5. 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. 6. 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. 7. REGISTRATION RIGHTS. If the Company at any time proposes to register any of its securities under the Act, including under an SB-2 Registration Statement or otherwise, it will each such time give written notice to all holders of outstanding warrants of its intention so to do. Upon the written request of a holder or holders of any such warrants given within 30 days after receipt of any such notice, the Company will use its best efforts to cause all shares underlying the exercise of such warrants to be registered under the Act (with the securities which the Company at the time propose to register); provided, however, that the Company may, as a condition precedent to its effective such registration, require each Holder to agree with the Company and the managing underwriter or underwriters of the offering to be made by the Company in connection with such registration that such Holder will not sell any securities of the same class or convertible into the same class as those registered by the Company (including any class into which the securities registered by the Company are convertible) for such reasonable period after such registration becomes effective (not exceeding 90 days) as shall then be specified in writing by such underwriter or underwriters if in the opinion of such underwriter or underwriters the Company's offering would be materially adversely affected in the absence of such an agreement. All expenses incurred by the Company in complying with this Section, including without limitation all registration and filing fees, listing fees, printing expenses, fees and disbursements of all independent accountants, or counsel for the Company and the expense of any special audits incident to or required by any such registration and the expenses of complying with the securities or blue sky laws of any jurisdiction shall be paid by the Company. 8. 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. 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. 9. 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. 10. 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 Principal Value, 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. 11. 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. 12. TRANSFERABILITY. This Warrant may be transferred or assigned by the Holder only with the express written permission of the Company. 13. 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. 14. 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. 15. 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 13 hereof, or, in the alternative, in any other form or manner permitted by law. Orange County, California shall be proper venue. 16. 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. 17. 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. 18. 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. 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: April ___, 2003 Anza Capital, Inc., a Nevada corporation ------------------------------------ By: Vincent Rinehart Its: President [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 $______ therefor, 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) EX-10.11 20 doc19.txt KEYWAY $0.75 WARRANT 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. Keyway No. 2 WARRANT Anza Capital, Inc. (Incorporated under the laws of the State of Nevada) THIS IS TO CERTIFY that, for value received, Keyway Investments, Ltd., or its assigns (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 Sixty One Thousand Fifty Six (61,056) fully paid and nonassessable shares of common stock of the Company (the "Warrant Securities") at the initial price of $0.75 per share but subject to adjustment as provided in Section 3 below, (the "Exercise Price"), upon payment by cashier's check or wire transfer of the Exercise Price for such shares of the Common Stock to the Company at the Company's offices. 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 of April ___, 2003 and 5:00 p.m. Pacific Time on April ___, 2008, by presentation and surrender hereof to the Company of a notice of election to purchase duly executed and accompanied by payment by check or wire transfer of the Exercise Price. 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 five (5) 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. 3. LIMITATIONS ON EXERCISE. In no event shall the Holder be entitled to exercise any portion of this Warrant to acquire Warrant Securities 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 the unexercised portion of any 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 exercise of the portion of the warrants with respect to which this determination is being made, 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. 4. 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. 5. 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. 6. 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. 7. REGISTRATION RIGHTS. If the Company at any time proposes to register any of its securities under the Act, including under an SB-2 Registration Statement or otherwise, it will each such time give written notice to all holders of outstanding warrants of its intention so to do. Upon the written request of a holder or holders of any such warrants given within 30 days after receipt of any such notice, the Company will use its best efforts to cause all shares underlying the exercise of such warrants to be registered under the Act (with the securities which the Company at the time propose to register); provided, however, that the Company may, as a condition precedent to its effective such registration, require each Holder to agree with the Company and the managing underwriter or underwriters of the offering to be made by the Company in connection with such registration that such Holder will not sell any securities of the same class or convertible into the same class as those registered by the Company (including any class into which the securities registered by the Company are convertible) for such reasonable period after such registration becomes effective (not exceeding 90 days) as shall then be specified in writing by such underwriter or underwriters if in the opinion of such underwriter or underwriters the Company's offering would be materially adversely affected in the absence of such an agreement. All expenses incurred by the Company in complying with this Section, including without limitation all registration and filing fees, listing fees, printing expenses, fees and disbursements of all independent accountants, or counsel for the Company and the expense of any special audits incident to or required by any such registration and the expenses of complying with the securities or blue sky laws of any jurisdiction shall be paid by the Company. 8. 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. 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. 9. 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. 10. 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 Principal Value, 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. 11. 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. 12. TRANSFERABILITY. This Warrant may be transferred or assigned by the Holder only with the express written permission of the Company. 13. 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. 14. 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. 15. 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 13 hereof, or, in the alternative, in any other form or manner permitted by law. Orange County, California shall be proper venue. 16. 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. 17. 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. 18. 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. 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: April ___, 2003 Anza Capital, Inc., a Nevada corporation ------------------------------------ By: Vincent Rinehart Its: President [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 $______ therefor, 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) EX-10.12 21 doc20.txt KEYWAY $0.95 WARRANT 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. Keyway No. 3 WARRANT Anza Capital, Inc. (Incorporated under the laws of the State of Nevada) THIS IS TO CERTIFY that, for value received, Keyway Investments, Ltd., or its assigns (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 Sixty One Thousand Fifty Six (61,056) fully paid and nonassessable shares of common stock of the Company (the "Warrant Securities") at the initial price of $0.95 per share but subject to adjustment as provided in Section 3 below, (the "Exercise Price"), upon payment by cashier's check or wire transfer of the Exercise Price for such shares of the Common Stock to the Company at the Company's offices. 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 of April ___, 2003 and 5:00 p.m. Pacific Time on April ___, 2008, by presentation and surrender hereof to the Company of a notice of election to purchase duly executed and accompanied by payment by check or wire transfer of the Exercise Price. 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 five (5) 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. 3. LIMITATIONS ON EXERCISE. In no event shall the Holder be entitled to exercise any portion of this Warrant to acquire Warrant Securities 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 the unexercised portion of any 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 exercise of the portion of the warrants with respect to which this determination is being made, 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. 4. 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. 5. 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. 6. 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. 7. REGISTRATION RIGHTS. If the Company at any time proposes to register any of its securities under the Act, including under an SB-2 Registration Statement or otherwise, it will each such time give written notice to all holders of outstanding warrants of its intention so to do. Upon the written request of a holder or holders of any such warrants given within 30 days after receipt of any such notice, the Company will use its best efforts to cause all shares underlying the exercise of such warrants to be registered under the Act (with the securities which the Company at the time propose to register); provided, however, that the Company may, as a condition precedent to its effective such registration, require each Holder to agree with the Company and the managing underwriter or underwriters of the offering to be made by the Company in connection with such registration that such Holder will not sell any securities of the same class or convertible into the same class as those registered by the Company (including any class into which the securities registered by the Company are convertible) for such reasonable period after such registration becomes effective (not exceeding 90 days) as shall then be specified in writing by such underwriter or underwriters if in the opinion of such underwriter or underwriters the Company's offering would be materially adversely affected in the absence of such an agreement. All expenses incurred by the Company in complying with this Section, including without limitation all registration and filing fees, listing fees, printing expenses, fees and disbursements of all independent accountants, or counsel for the Company and the expense of any special audits incident to or required by any such registration and the expenses of complying with the securities or blue sky laws of any jurisdiction shall be paid by the Company. 8. 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. 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. 9. 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. 10. 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 Principal Value, 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. 11. 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. 12. TRANSFERABILITY. This Warrant may be transferred or assigned by the Holder only with the express written permission of the Company. 13. 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. 14. 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. 15. 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 13 hereof, or, in the alternative, in any other form or manner permitted by law. Orange County, California shall be proper venue. 16. 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. 17. 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. 18. 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. 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: April ___, 2003 Anza Capital, Inc., a Nevada corporation ------------------------------------ By: Vincent Rinehart Its: President [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 $______ therefor, 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) EX-10.13 22 doc21.txt DOTCOM STOCK EXCHANGE AGMT ANZA CAPITAL, INC. A NEVADA CORPORATION STOCK EXCHANGE AGREEMENT This Stock 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 The dotCom Fund, LLC (the "Shareholder"). Each of the Company and the Shareholder 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 Shareholder is the record and beneficial owner of 2,195 shares of Series C Convertible Preferred Stock (the "Surrendered Shares"); WHEREAS, in connection with the Recapitalization, the Company has offered for the Shareholder to convert the Surrendered Shares into 4,482,869 shares of Company common stock (the "Conversion Common Shares"), 1097.5 shares of newly created Series D Convertible Preferred Stock (the "Preferred Exchange Shares"), and warrants to acquire 100,362 shares of Company common stock (the "Exchange Warrants"), in accordance with the terms and conditions hereof, and the Shareholder 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: 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 Shareholder shall surrender to the Company the Surrendered Shares, duly endorsed for transfer to the Company. (b) Effective as of the date of this Agreement, the Shareholder shall convert 1097.5 of the Surrendered Shares into the Conversion Common Shares. The Conversion Common Shares shall be validly issued, fully paid, and non assessable, shall be restricted in accordance with Rule 144 promulgated under the Securities Act of 1933, and shall be subject to a 20-for-1 reverse stock split currently contemplated as part of the Recapitalization. (c) Effective as of the Exchange Date (as hereinafter defined), the remaining number of Surrendered Shares not exchanged for Conversion Common Shares shall automatically be exchanged for the Preferred Exchange Shares and the Exchange Warrants. The Preferred Exchange Shares shall be validly issued, fully paid, and non assessable, and shall be restricted in accordance with Rule 144 promulgated under the Securities Act of 1933. (d) The rights, privileges, and preferences of the Preferred Exchange Shares shall be as set forth in the Certificate of Designation of the Rights, Preferences, Privileges and Restrictions of the Series D Convertible Preferred Stock of Anza Capital, Inc., a copy of which is attached hereto as Exhibit "A" (the "Certificate of Designation"). (e) The Exchange Warrants shall be exercisable for a period of five (5) years from the Exchange Date, and shall have an exercise price as follows: (i) 33,454 shares at $0.50 per share, (ii) 33,454 shares at $0.75 per share, and (iii) 33,454 shares at $0.95 per share. The warrant agreements have been attached hereto as Exhibits "B-D." (f) The Exchange Date shall be the date on which the Certificate of Designation is filed with the Nevada Secretary of State, which date is anticipated to be within three (3) business days of the completion of the Company's Annual Shareholders Meeting. (g) The Company's Annual Shareholders Meeting is currently scheduled for the middle of April, 2003. If the Company's Annual Shareholders Meeting does not take place on or before June 30, 2003 (the "Termination Date"), then this Agreement and the exchange of the remaining Surrendered Shares for Preferred Exchange Shares shall automatically be cancelled. In such an event, the exchange of Surrendered Shares for Conversion Common Shares shall remain effective as of the date of this Agreement. (h) Between the date of this Agreement and the Termination Date, the Shareholder shall remain the record and beneficial owner of the Surrendered Shares not exchanged for Conversion Common Shares, and shall have all voting power associated therewith; however, the Shareholder hereby waives and suspends its rights to dividends, its conversion rights, redemption rights, and all other rights set forth in the Certificate of Designations, Preferences and Rights of Series C Convertible Preferred Stock of E-Net Financial.com Corporation dated April 7, 2000 until the earlier to occur of the Exchange Date or the Termination Date. In the event this Agreement is terminated on the Termination Date, then all rights waived and suspended by this subsection shall be reinstated effective as of the date of this Agreement. 2. REPRESENTATIONS, WARRANTIES AND AGREEMENTS BY SHAREHOLDER: The -------------------------------------------------------------- Shareholder hereby represents, warrants and agrees as follows: (a) Shareholder shall transfer title in and to the Surrendered Shares to the Company free and clear of all liens, security interests, pledges, encumbrances, charges, restrictions, demands and claims, of any kind or nature whatsoever, whether direct or indirect or contingent. This Agreement has been duly executed and delivered by the Shareholder. This Agreement constitutes, and upon execution and delivery thereof by the Shareholder, will constitute, a valid and binding agreement of the Shareholder enforceable against the Shareholder in accordance with its respective terms. (b) The Shareholder is not a party to any partnership, management, shareholders' or joint venture or similar agreement which would affect the Shareholder's performance of this Agreement or the Shareholder's representation and warranties in this Agreement. (c) No form of general solicitation or general advertising was used by the Shareholder or the Company or, to the best of its actual knowledge, any other person acting on behalf of the Shareholder or the Company, in connection with the exchange. Neither the Shareholder, nor, to its knowledge, any person acting on behalf of the Shareholder, has, either directly or indirectly, sold or offered for sale to any person (other than the Company) any of the Surrendered Shares, and the Shareholder represents that neither itself nor any person authorized to act on its behalf (except that the Shareholder makes no representation as to the Company) will sell or offer for sale any such security to, or solicit any offers to buy any such security from, or otherwise approach or negotiate in respect thereof with, any person or persons so as thereby to cause the issuance or sale of any of the Surrendered Shares to be in violation of any of the provisions of Section 5 of the Securities Act of 1933 or any other provision of law. (d) None of the Surrendered Shares are or will be subject to any voting trust or agreement. No person holds or has the right to receive any proxy or similar instrument with respect to the Surrendered Shares. Except as provided in this Agreement, the Shareholder is not a party to any agreement which offers or grants to any person the right to purchase or acquire any of the Surrendered Shares. There is no applicable local, state or federal law, rule, regulation, or decree which would, as a result of the sale contemplated by this Agreement, impair, restrict or delay any voting rights with respect to the Surrendered Shares. (e) The representations and warranties herein by the Shareholder will be true and correct in all material respects on and as of the date hereof and will, except as provided herein, survive the Exchange Date. (f) The Shareholder acknowledges that the Shareholder has been furnished with such financial and other information concerning the Company, the directors and officers of the Company, the business of the Company, and the proposed Recapitalization of the Company as the Shareholder considers necessary in connection with the Shareholder's exchange of the Surrendered Shares. As a result, the Shareholder is familiar with the business, operations, properties, financial condition, and recapitalization plan of the Company and has discussed with officers or legal counsel of the Company any questions the Shareholder may have had with respect thereto. The Shareholder has consulted with the Shareholder's own legal, accounting, tax, investment and other advisers with respect to the tax treatment, merits, and risks of the transactions contemplated hereby. (g) The Shareholder hereby agrees to indemnify and defend the Company and its directors and officers and hold them harmless from and against any and all liability, damage, cost or expense incurred on account of or arising out of: (i) Any breach of or inaccuracy in the Shareholder's representations, warranties or agreements herein; (ii) Any disposition of any Surrendered Shares contrary to any of the Shareholder's representations, warranties or agreements herein; (iii) Any action, suit or proceeding based on a claim that any of said representations, warranties or agreements were inaccurate or misleading or otherwise cause for obtaining damages or redress from the Company or any director or officer of the Company. (h) The representations, warranties and agreements contained in this Agreement shall be binding on the Shareholder's successors, assigns, heirs and legal representatives and shall inure to the benefit of the respective successors and assigns of the Company and its directors and officers. (i) Shareholder shall deliver, along with a signed copy of this Agreement, all stock certificates representing the Surrendered Shares, fully endorsed to the Company or accompanied by an Irrevocable Stock Power transferring the Surrendered Shares to the Company. 3. REPRESENTATIONS, WARRANTIES AND AGREEMENTS BY THE COMPANY: The -------------------------------------------------------------- Company hereby represents, warrants and agrees as follows: (a) The Company is a corporation duly organized, validly existing and in good standing under the laws of Nevada, with full power and authority to own, lease, use, and operate its properties and to carry on its business as and where now owned, leased, used, operated and conducted. The Company has all requisite corporate power and authority to enter into and perform this Agreement and to consummate the transactions contemplated hereby and to effect the exchange of the shares in accordance with the terms hereof. (b) The information heretofore furnished by the Company to the Shareholder for purposes of or in connection with this Agreement or any transaction contemplated hereby does not, and all such information hereafter furnished by the Company to the Shareholder will not (in each case taken together and on the date as of which such information is furnished), contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements contained therein, in the light of the circumstances under which they are made, not misleading. (c) The representations and warranties herein by the Company will be true and correct in all material respects on and as of the date hereof and will, except as provided herein, survive the Exchange Date. 4. CONFIDENTIALITY. Each Party hereto will hold and will cause its --------------- agents, officers, directors, attorneys, employees, consultants and advisors to hold in strict confidence, unless compelled to disclose by judicial or administrative process or, in the opinion of its counsel, by other requirements of law, all documents and information concerning any other Party furnished it by such other Party or its representatives in connection with the subject matter hereof (except to the extent that such information can be shown to have been (i) previously known by the Party to which it was furnished, (ii) in the public domain through no fault of such Party, or (iii) later lawfully acquired from other sources by the Party to which it was furnished), and each Party will not release or disclose such information to any other person, except its auditors, attorneys, financial advisors, bankers and other consultants and advisors in connection with this Agreement. Each Party shall be deemed to have satisfied its obligation to hold confidential information concerning or supplied by the other Party if it exercises the same care as it takes to preserve confidentiality for its own similar information. Notwithstanding the foregoing, the Parties acknowledge that this Agreement shall be discussed in, and will be filed as an exhibit to, the Company's filings with the Securities and Exchange Commission. 5. This Agreement may not be amended, canceled, revoked or otherwise modified except by written agreement subscribed by all of the Parties to be charged with such modification. 6. This Agreement shall be binding upon and shall inure to the benefit of the Parties hereto and their respective partners, employees, agents, servants, heirs, administrators, executors, successors, representatives and assigns. 7. All Parties hereto agree to pay their own costs and attorneys' fees except as follows: (a) In the event of any action, suit or other proceeding instituted to remedy, prevent or obtain relief from a breach of this Agreement, arising out of a breach of this Agreement, involving claims within the scope of the releases contained in this Agreement, or pertaining to a declaration of rights under this Agreement, the prevailing Party shall recover all of such Party's attorneys' fees and costs incurred in each and every such action, suit or other proceeding, including any and all appeals or petitions therefrom. (b) As used herein, attorneys' fees shall be deemed to mean the full and actual costs of any legal services actually performed in connection with the matters involved, calculated on the basis of the usual fee charged by the attorneys performing such services. 8. This Agreement and the rights of the parties hereunder shall be governed by and construed in accordance with the laws of the State of California including all matters of construction, validity, performance, and enforcement and without giving effect to the principles of conflict of laws. Venue for any action brought under this Agreement shall be in the appropriate court in Orange County, California. 9. The Parties agree and stipulate that each and every term and condition contained in this Agreement is material, and that each and every term and condition may be reasonably accomplished within the time limitations, and in the manner set forth in this Agreement. 10. The Parties agree and stipulate that time is of the essence with respect to compliance with each and every item set forth in this Agreement. 11. This Agreement, along with the exhibits hereto, sets forth the entire agreement and understanding of the Parties hereto and supersedes any and all prior agreements, arrangements and understandings related to the subject matter hereof. No understanding, promise, inducement, statement of intention, representation, warranty, covenant or condition, written or oral, express or implied, whether by statute or otherwise, has been made by any party hereto which is not embodied in this Agreement or the written statements, certificates, or other documents delivered pursuant hereto or in connection with the transactions contemplated hereby, and no Party hereto shall be bound by or liable for any alleged understanding, promise, inducement, statement, representation, warranty, covenant or condition not so set forth. 12. This Agreement may be executed in one or more counterparts, each of which when executed and delivered shall be an original, and all of which when executed shall constitute one and the same instrument. IN WITNESS WHEREOF, the Parties hereto, agreeing to be bound hereby, execute this Agreement upon the date first set forth above. "Shareholder" "Company" The dotCom Fund, LLC Anza Capital, Inc. /s/ Mark Price /s/ Vincent Rinehart - -------------------------------- -------------------------------- By: Mark Price By: Vincent Rinehart Its: Manager of Managing Member Its: President EX-10.14 23 doc22.txt DOTCOM $0.50 WARRANT 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. dotCom No. 1 WARRANT Anza Capital, Inc. (Incorporated under the laws of the State of Nevada) THIS IS TO CERTIFY that, for value received, dotCom Fund, LLC, or its assigns (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 Thirty Three Thousand Four Hundred Fifty Four (33,454) fully paid and nonassessable shares of common stock of the Company (the "Warrant Securities") at the initial price of $0.50 per share but subject to adjustment as provided in Section 3 below, (the "Exercise Price"), upon payment by cashier's check or wire transfer of the Exercise Price for such shares of the Common Stock to the Company at the Company's offices. 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 of April ___, 2003 and 5:00 p.m. Pacific Time on April ___, 2008, by presentation and surrender hereof to the Company of a notice of election to purchase duly executed and accompanied by payment by check or wire transfer of the Exercise Price. 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 five (5) 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. 3. LIMITATIONS ON EXERCISE. In no event shall the Holder be entitled to exercise any portion of this Warrant to acquire Warrant Securities 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 the unexercised portion of any 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 exercise of the portion of the warrants with respect to which this determination is being made, 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. 4. 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. 5. 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. 6. 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. 7. REGISTRATION RIGHTS. If the Company at any time proposes to register any of its securities under the Act, including under an SB-2 Registration Statement or otherwise, it will each such time give written notice to all holders of outstanding warrants of its intention so to do. Upon the written request of a holder or holders of any such warrants given within 30 days after receipt of any such notice, the Company will use its best efforts to cause all shares underlying the exercise of such warrants to be registered under the Act (with the securities which the Company at the time propose to register); provided, however, that the Company may, as a condition precedent to its effective such registration, require each Holder to agree with the Company and the managing underwriter or underwriters of the offering to be made by the Company in connection with such registration that such Holder will not sell any securities of the same class or convertible into the same class as those registered by the Company (including any class into which the securities registered by the Company are convertible) for such reasonable period after such registration becomes effective (not exceeding 90 days) as shall then be specified in writing by such underwriter or underwriters if in the opinion of such underwriter or underwriters the Company's offering would be materially adversely affected in the absence of such an agreement. All expenses incurred by the Company in complying with this Section, including without limitation all registration and filing fees, listing fees, printing expenses, fees and disbursements of all independent accountants, or counsel for the Company and the expense of any special audits incident to or required by any such registration and the expenses of complying with the securities or blue sky laws of any jurisdiction shall be paid by the Company. 8. 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. 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. 9. 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. 10. 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 Principal Value, 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. 11. 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. 12. TRANSFERABILITY. This Warrant may be transferred or assigned by the Holder only with the express written permission of the Company. 13. 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. 14. 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. 15. 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 13 hereof, or, in the alternative, in any other form or manner permitted by law. Orange County, California shall be proper venue. 16. 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. 17. 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. 18. 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. 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: April ___, 2003 Anza Capital, Inc., a Nevada corporation ------------------------------------ By: Vincent Rinehart Its: President [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 $______ therefor, 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) EX-10.15 24 doc23.txt DOTCOM $0.75 WARRANT 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. dotCom No. 2 WARRANT Anza Capital, Inc. (Incorporated under the laws of the State of Nevada) THIS IS TO CERTIFY that, for value received, dotCom Fund, LLC, or its assigns (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 Thirty Three Thousand Four Hundred Fifty Four (33,454) fully paid and nonassessable shares of common stock of the Company (the "Warrant Securities") at the initial price of $0.75 per share but subject to adjustment as provided in Section 3 below, (the "Exercise Price"), upon payment by cashier's check or wire transfer of the Exercise Price for such shares of the Common Stock to the Company at the Company's offices. 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 of April ___, 2003 and 5:00 p.m. Pacific Time on April ___, 2008, by presentation and surrender hereof to the Company of a notice of election to purchase duly executed and accompanied by payment by check or wire transfer of the Exercise Price. 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 five (5) 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. 3. LIMITATIONS ON EXERCISE. In no event shall the Holder be entitled to exercise any portion of this Warrant to acquire Warrant Securities 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 the unexercised portion of any 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 exercise of the portion of the warrants with respect to which this determination is being made, 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. 4. 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. 5. 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. 6. 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. 7. REGISTRATION RIGHTS. If the Company at any time proposes to register any of its securities under the Act, including under an SB-2 Registration Statement or otherwise, it will each such time give written notice to all holders of outstanding warrants of its intention so to do. Upon the written request of a holder or holders of any such warrants given within 30 days after receipt of any such notice, the Company will use its best efforts to cause all shares underlying the exercise of such warrants to be registered under the Act (with the securities which the Company at the time propose to register); provided, however, that the Company may, as a condition precedent to its effective such registration, require each Holder to agree with the Company and the managing underwriter or underwriters of the offering to be made by the Company in connection with such registration that such Holder will not sell any securities of the same class or convertible into the same class as those registered by the Company (including any class into which the securities registered by the Company are convertible) for such reasonable period after such registration becomes effective (not exceeding 90 days) as shall then be specified in writing by such underwriter or underwriters if in the opinion of such underwriter or underwriters the Company's offering would be materially adversely affected in the absence of such an agreement. All expenses incurred by the Company in complying with this Section, including without limitation all registration and filing fees, listing fees, printing expenses, fees and disbursements of all independent accountants, or counsel for the Company and the expense of any special audits incident to or required by any such registration and the expenses of complying with the securities or blue sky laws of any jurisdiction shall be paid by the Company. 8. 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. 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. 9. 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. 10. 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 Principal Value, 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. 11. 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. 12. TRANSFERABILITY. This Warrant may be transferred or assigned by the Holder only with the express written permission of the Company. 13. 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. 14. 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. 15. 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 13 hereof, or, in the alternative, in any other form or manner permitted by law. Orange County, California shall be proper venue. 16. 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. 17. 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. 18. 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. 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: April ___, 2003 Anza Capital, Inc., a Nevada corporation ------------------------------------ By: Vincent Rinehart Its: President [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 $______ therefor, 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) EX-10.16 25 doc24.txt DOTCOM $0.95 WARRANT 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. dotCom No. 3 WARRANT Anza Capital, Inc. (Incorporated under the laws of the State of Nevada) THIS IS TO CERTIFY that, for value received, dotCom Fund, LLC, or its assigns (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 Thirty Three Thousand Four Hundred Fifty Four (33,454) fully paid and nonassessable shares of common stock of the Company (the "Warrant Securities") at the initial price of $0.95 per share but subject to adjustment as provided in Section 3 below, (the "Exercise Price"), upon payment by cashier's check or wire transfer of the Exercise Price for such shares of the Common Stock to the Company at the Company's offices. 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 of April ___, 2003 and 5:00 p.m. Pacific Time on April ___, 2008, by presentation and surrender hereof to the Company of a notice of election to purchase duly executed and accompanied by payment by check or wire transfer of the Exercise Price. 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 five (5) 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. 3. LIMITATIONS ON EXERCISE. In no event shall the Holder be entitled to exercise any portion of this Warrant to acquire Warrant Securities 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 the unexercised portion of any 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 exercise of the portion of the warrants with respect to which this determination is being made, 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. 4. 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. 5. 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. 6. 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. 7. REGISTRATION RIGHTS. If the Company at any time proposes to register any of its securities under the Act, including under an SB-2 Registration Statement or otherwise, it will each such time give written notice to all holders of outstanding warrants of its intention so to do. Upon the written request of a holder or holders of any such warrants given within 30 days after receipt of any such notice, the Company will use its best efforts to cause all shares underlying the exercise of such warrants to be registered under the Act (with the securities which the Company at the time propose to register); provided, however, that the Company may, as a condition precedent to its effective such registration, require each Holder to agree with the Company and the managing underwriter or underwriters of the offering to be made by the Company in connection with such registration that such Holder will not sell any securities of the same class or convertible into the same class as those registered by the Company (including any class into which the securities registered by the Company are convertible) for such reasonable period after such registration becomes effective (not exceeding 90 days) as shall then be specified in writing by such underwriter or underwriters if in the opinion of such underwriter or underwriters the Company's offering would be materially adversely affected in the absence of such an agreement. All expenses incurred by the Company in complying with this Section, including without limitation all registration and filing fees, listing fees, printing expenses, fees and disbursements of all independent accountants, or counsel for the Company and the expense of any special audits incident to or required by any such registration and the expenses of complying with the securities or blue sky laws of any jurisdiction shall be paid by the Company. 8. 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. 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. 9. 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. 10. 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 Principal Value, 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. 11. 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. 12. TRANSFERABILITY. This Warrant may be transferred or assigned by the Holder only with the express written permission of the Company. 13. 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. 14. 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. 15. 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 13 hereof, or, in the alternative, in any other form or manner permitted by law. Orange County, California shall be proper venue. 16. 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. 17. 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. 18. 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. 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: April ___, 2003 Anza Capital, Inc., a Nevada corporation ------------------------------------ By: Vincent Rinehart Its: President [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 $______ therefor, 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) EX-10.17 26 doc25.txt DUNSTER STOCK EXCHANGE AGMT ANZA CAPITAL, INC. A NEVADA CORPORATION STOCK EXCHANGE AGREEMENT This Stock 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 Barbara Dunster (the "Shareholder"). Each of the Company and the Shareholder 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 Shareholder is the record and beneficial owner of approxi- mately 347,643 shares of Series A Convertible Preferred Stock (the "Surrendered Shares"); WHEREAS, in connection with the Recapitalization, the Company has offered for the Shareholder to convert the Surrendered Shares into 173,822 shares of newly created Series E Convertible Preferred Stock (the "Preferred Exchange Shares"), in accordance with the terms and conditions hereof, and the Shareholder 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: 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 Shareholder shall surrender to the Company the Surrendered Shares, duly endorsed for transfer to the Company. (b) Effective as of the Exchange Date (as hereinafter defined), the Surrendered Shares shall automatically be exchanged for the Preferred Exchange Shares. The Preferred Exchange Shares shall be validly issued, fully paid, and non assessable, and shall be restricted in accordance with Rule 144 promulgated under the Securities Act of 1933. (c) The rights, privileges, and preferences of the Preferred Exchange Shares shall be as set forth in the Certificate of Designation of the Rights, Preferences, Privileges and Restrictions of the Series E Convertible Preferred Stock of Anza Capital, Inc., a copy of which is attached hereto as Exhibit "A" (the "Certificate of Designation"). (d) The Exchange Date shall be the date on which the Certificate of Designation is filed with the Nevada Secretary of State, which date is anticipated to be within three (3) business days of the completion of the Company's Annual Shareholders Meeting. (e) The Company's Annual Shareholders Meeting is currently scheduled for the middle of April, 2003. If the Company's Annual Shareholders Meeting does not take place on or before June 30, 2003 (the "Termination Date"), then this Agreement and the exchange of the Surrendered Shares for Preferred Exchange Shares shall automatically be cancelled. (f) Between the date of this Agreement and the Termination Date, the Shareholder shall remain the record and beneficial owner of the Surrendered Shares, and shall have all voting power associated therewith; however, the Shareholder hereby waives and suspends its rights to dividends, its conversion rights, redemption rights, and all other rights set forth in the Certificate of Amendment of Certificate of Designations, Preferences and Rights of Series A Convertible Preferred Stock of Anza Capital, Inc. dated March 1, 2002 until the earlier to occur of the Exchange Date or the Termination Date. In the event this Agreement is terminated on the Termination Date, then all rights waived and suspended by this subsection shall be reinstated effective as of the date of this Agreement. 2. REPRESENTATIONS, WARRANTIES AND AGREEMENTS BY SHAREHOLDER: The -------------------------------------------------------------- Shareholder hereby represents, warrants and agrees as follows: (a) Shareholder shall transfer title in and to the Surrendered Shares to the Company free and clear of all liens, security interests, pledges, encumbrances, charges, restrictions, demands and claims, of any kind or nature whatsoever, whether direct or indirect or contingent. This Agreement has been duly executed and delivered by the Shareholder. This Agreement constitutes, and upon execution and delivery thereof by the Shareholder, will constitute, a valid and binding agreement of the Shareholder enforceable against the Shareholder in accordance with its respective terms. (b) The Shareholder is not a party to any partnership, management, shareholders' or joint venture or similar agreement which would affect the Shareholder's performance of this Agreement or the Shareholder's representation and warranties in this Agreement. (c) No form of general solicitation or general advertising was used by the Shareholder or the Company or, to the best of its actual knowledge, any other person acting on behalf of the Shareholder or the Company, in connection with the Exchange. Neither the Shareholder, nor, to its knowledge, any person acting on behalf of the Shareholder, has, either directly or indirectly, sold or offered for sale to any person (other than the Company) any of the Surrendered Shares, and the Shareholder represents that neither itself nor any person authorized to act on its behalf (except that the Shareholder makes no representation as to the Company) will sell or offer for sale any such security to, or solicit any offers to buy any such security from, or otherwise approach or negotiate in respect thereof with, any person or persons so as thereby to cause the issuance or sale of any of the Surrendered Shares to be in violation of any of the provisions of Section 5 of the Securities Act of 1933 or any other provision of law. (d) None of the Surrendered Shares are or will be subject to any voting trust or agreement. No person holds or has the right to receive any proxy or similar instrument with respect to the Surrendered Shares. Except as provided in this Agreement, the Shareholder is not a party to any agreement which offers or grants to any person the right to purchase or acquire any of the Surrendered Shares. There is no applicable local, state or federal law, rule, regulation, or decree which would, as a result of the sale contemplated by this Agreement, impair, restrict or delay any voting rights with respect to the Surrendered Shares. (e) The representations and warranties herein by the Shareholder will be true and correct in all material respects on and as of the date hereof and will, except as provided herein, survive the Exchange Date. (f) The Shareholder acknowledges that the Shareholder has been furnished with such financial and other information concerning the Company, the directors and officers of the Company, the business of the Company, and the proposed Recapitalization of the Company as the Shareholder considers necessary in connection with the Shareholder's exchange of the Surrendered Shares. As a result, the Shareholder is familiar with the business, operations, properties, financial condition, and recapitalization plan of the Company and has discussed with officers or legal counsel of the Company any questions the Shareholder may have had with respect thereto. The Shareholder has consulted with the Shareholder's own legal, accounting, tax, investment and other advisers with respect to the tax treatment, merits, and risks of the transactions contemplated hereby. (g) The Shareholder hereby agrees to indemnify and defend the Company and its directors and officers and hold them harmless from and against any and all liability, damage, cost or expense incurred on account of or arising out of: (i) Any breach of or inaccuracy in the Shareholder's representations, warranties or agreements herein; (ii) Any disposition of any Surrendered Shares contrary to any of the Shareholder's representations, warranties or agreements herein; (iii) Any action, suit or proceeding based on a claim that any of said representations, warranties or agreements were inaccurate or misleading or otherwise cause for obtaining damages or redress from the Company or any director or officer of the Company. (h) The representations, warranties and agreements contained in this Agreement shall be binding on the Shareholder's successors, assigns, heirs and legal representatives and shall inure to the benefit of the respective successors and assigns of the Company and its directors and officers. (i) Shareholder shall deliver, along with a signed copy of this Agreement, all stock certificates representing the Surrendered Shares, fully endorsed to the Company or accompanied by an Irrevocable Stock Power transferring the Surrendered Shares to the Company. 3. REPRESENTATIONS, WARRANTIES AND AGREEMENTS BY THE COMPANY: The -------------------------------------------------------------- Company hereby represents, warrants and agrees as follows: (a) The Company is a corporation duly organized, validly existing and in good standing under the laws of Nevada, with full power and authority to own, lease, use, and operate its properties and to carry on its business as and where now owned, leased, used, operated and conducted. The Company has all requisite corporate power and authority to enter into and perform this Agreement and to consummate the transactions contemplated hereby and to effect the exchange of the Shares in accordance with the terms hereof. (b) The information heretofore furnished by the Company to the Shareholder for purposes of or in connection with this Agreement or any transaction contemplated hereby does not, and all such information hereafter furnished by the Company to the Shareholder will not (in each case taken together and on the date as of which such information is furnished), contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements contained therein, in the light of the circumstances under which they are made, not misleading. (c) The representations and warranties herein by the Company will be true and correct in all material respects on and as of the date hereof and will, except as provided herein, survive the Exchange Date. 4. CONFIDENTIALITY. Each Party hereto will hold and will cause its --------------- agents, officers, directors, attorneys, employees, consultants and advisors to hold in strict confidence, unless compelled to disclose by judicial or administrative process or, in the opinion of its counsel, by other requirements of law, all documents and information concerning any other Party furnished it by such other Party or its representatives in connection with the subject matter hereof (except to the extent that such information can be shown to have been (i) previously known by the Party to which it was furnished, (ii) in the public domain through no fault of such Party, or (iii) later lawfully acquired from other sources by the Party to which it was furnished), and each Party will not release or disclose such information to any other person, except its auditors, attorneys, financial advisors, bankers and other consultants and advisors in connection with this Agreement. Each Party shall be deemed to have satisfied its obligation to hold confidential information concerning or supplied by the other Party if it exercises the same care as it takes to preserve confidentiality for its own similar information. Notwithstanding the foregoing, the Parties acknowledge that this Agreement shall be discussed in, and will be filed as an exhibit to, the Company's filings with the Securities and Exchange Commission. 5. This Agreement may not be amended, canceled, revoked or otherwise modified except by written agreement subscribed by all of the Parties to be charged with such modification. 6. This Agreement shall be binding upon and shall inure to the benefit of the Parties hereto and their respective partners, employees, agents, servants, heirs, administrators, executors, successors, representatives and assigns. 7. All Parties hereto agree to pay their own costs and attorneys' fees except as follows: (a) In the event of any action, suit or other proceeding instituted to remedy, prevent or obtain relief from a breach of this Agreement, arising out of a breach of this Agreement, involving claims within the scope of the releases contained in this Agreement, or pertaining to a declaration of rights under this Agreement, the prevailing Party shall recover all of such Party's attorneys' fees and costs incurred in each and every such action, suit or other proceeding, including any and all appeals or petitions therefrom. (b) As used herein, attorneys' fees shall be deemed to mean the full and actual costs of any legal services actually performed in connection with the matters involved, calculated on the basis of the usual fee charged by the attorneys performing such services. 8. This Agreement and the rights of the parties hereunder shall be governed by and construed in accordance with the laws of the State of California including all matters of construction, validity, performance, and enforcement and without giving effect to the principles of conflict of laws. Venue for any action brought under this Agreement shall be in the appropriate court in Orange County, California. 9. The Parties agree and stipulate that each and every term and condition contained in this Agreement is material, and that each and every term and condition may be reasonably accomplished within the time limitations, and in the manner set forth in this Agreement. 10. The Parties agree and stipulate that time is of the essence with respect to compliance with each and every item set forth in this Agreement. 11. This Agreement, along with the exhibits hereto, sets forth the entire agreement and understanding of the Parties hereto and supersedes any and all prior agreements, arrangements and understandings related to the subject matter hereof. No understanding, promise, inducement, statement of intention, representation, warranty, covenant or condition, written or oral, express or implied, whether by statute or otherwise, has been made by any party hereto which is not embodied in this Agreement or the written statements, certificates, or other documents delivered pursuant hereto or in connection with the transactions contemplated hereby, and no Party hereto shall be bound by or liable for any alleged understanding, promise, inducement, statement, representation, warranty, covenant or condition not so set forth. 12. This Agreement may be executed in one or more counterparts, each of which when executed and delivered shall be an original, and all of which when executed shall constitute one and the same instrument. IN WITNESS WHEREOF, the Parties hereto, agreeing to be bound hereby, execute this Agreement upon the date first set forth above. "Shareholder" "Company" Anza Capital, Inc. /s/ Barbara Dunster /s/ Vincent Rinehart - ------------------------------- ------------------------------ By: Barbara Dunster By: Vincent Rinehart Its: President EX-10.18 27 doc26.txt STARON STOCK EXCHANGE AGMT ANZA CAPITAL, INC. A NEVADA CORPORATION STOCK EXCHANGE AGREEMENT This Stock 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 the Staron Family Trust (the "Shareholder"). Each of the Company and the Shareholder 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 Shareholder is the record and beneficial owner of 86,911 shares of Series A Convertible Preferred Stock (the "Surrendered Shares"); WHEREAS, in connection with the Recapitalization, the Company has offered for the Shareholder to convert the Surrendered Shares into 43,456 shares of newly created Series E Convertible Preferred Stock (the "Preferred Exchange Shares"), in accordance with the terms and conditions hereof, and the Shareholder 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: 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 Shareholder shall surrender to the Company the Surrendered Shares, duly endorsed for transfer to the Company. (b) Effective as of the Exchange Date (as hereinafter defined), the Surrendered Shares shall automatically be exchanged for the Preferred Exchange Shares. The Preferred Exchange Shares shall be validly issued, fully paid, and non assessable, and shall be restricted in accordance with Rule 144 promulgated under the Securities Act of 1933. (c) The rights, privileges, and preferences of the Preferred Exchange Shares shall be as set forth in the Certificate of Designation of the Rights, Preferences, Privileges and Restrictions of the Series E Convertible Preferred Stock of Anza Capital, Inc., a copy of which is attached hereto as Exhibit "A" (the "Certificate of Designation"). (d) The Exchange Date shall be the date on which the Certificate of Designation is filed with the Nevada Secretary of State, which date is anticipated to be within three (3) business days of the completion of the Company's Annual Shareholders Meeting. (e) The Company's Annual Shareholders Meeting is currently scheduled for the middle of April, 2003. If the Company's Annual Shareholders Meeting does not take place on or before June 30, 2003 (the "Termination Date"), then this Agreement and the exchange of the Surrendered Shares for Preferred Exchange Shares shall automatically be cancelled. (f) Between the date of this Agreement and the Termination Date, the Shareholder shall remain the record and beneficial owner of the Surrendered Shares, and shall have all voting power associated therewith; however, the Shareholder hereby waives and suspends its rights to dividends, its conversion rights, redemption rights, and all other rights set forth in the Certificate of Amendment of Certificate of Designations, Preferences and Rights of Series A Convertible Preferred Stock of Anza Capital, Inc. dated March 1, 2002 until the earlier to occur of the Exchange Date or the Termination Date. In the event this Agreement is terminated on the Termination Date, then all rights waived and suspended by this subsection shall be reinstated effective as of the date of this Agreement. 2. REPRESENTATIONS, WARRANTIES AND AGREEMENTS BY SHAREHOLDER: The -------------------------------------------------------------- Shareholder hereby represents, warrants and agrees as follows: (a) Shareholder shall transfer title in and to the Surrendered Shares to the Company free and clear of all liens, security interests, pledges, encumbrances, charges, restrictions, demands and claims, of any kind or nature whatsoever, whether direct or indirect or contingent. This Agreement has been duly executed and delivered by the Shareholder. This Agreement constitutes, and upon execution and delivery thereof by the Shareholder, will constitute, a valid and binding agreement of the Shareholder enforceable against the Shareholder in accordance with its respective terms. (b) The Shareholder is not a party to any partnership, management, shareholders' or joint venture or similar agreement which would affect the Shareholder's performance of this Agreement or the Shareholder's representation and warranties in this Agreement. (c) No form of general solicitation or general advertising was used by the Shareholder or the Company or, to the best of its actual knowledge, any other person acting on behalf of the Shareholder or the Company, in connection with the Exchange. Neither the Shareholder, nor, to its knowledge, any person acting on behalf of the Shareholder, has, either directly or indirectly, sold or offered for sale to any person (other than the Company) any of the Surrendered Shares, and the Shareholder represents that neither itself nor any person authorized to act on its behalf (except that the Shareholder makes no representation as to the Company) will sell or offer for sale any such security to, or solicit any offers to buy any such security from, or otherwise approach or negotiate in respect thereof with, any person or persons so as thereby to cause the issuance or sale of any of the Surrendered Shares to be in violation of any of the provisions of Section 5 of the Securities Act of 1933 or any other provision of law. (d) None of the Surrendered Shares are or will be subject to any voting trust or agreement. No person holds or has the right to receive any proxy or similar instrument with respect to the Surrendered Shares. Except as provided in this Agreement, the Shareholder is not a party to any agreement which offers or grants to any person the right to purchase or acquire any of the Surrendered Shares. There is no applicable local, state or federal law, rule, regulation, or decree which would, as a result of the sale contemplated by this Agreement, impair, restrict or delay any voting rights with respect to the Surrendered Shares. (e) The representations and warranties herein by the Shareholder will be true and correct in all material respects on and as of the date hereof and will, except as provided herein, survive the Exchange Date. (f) The Shareholder acknowledges that the Shareholder has been furnished with such financial and other information concerning the Company, the directors and officers of the Company, the business of the Company, and the proposed Recapitalization of the Company as the Shareholder considers necessary in connection with the Shareholder's exchange of the Surrendered Shares. As a result, the Shareholder is familiar with the business, operations, properties, financial condition, and recapitalization plan of the Company and has discussed with officers or legal counsel of the Company any questions the Shareholder may have had with respect thereto. The Shareholder has consulted with the Shareholder's own legal, accounting, tax, investment and other advisers with respect to the tax treatment, merits, and risks of the transactions contemplated hereby. (g) The Shareholder hereby agrees to indemnify and defend the Company and its directors and officers and hold them harmless from and against any and all liability, damage, cost or expense incurred on account of or arising out of: (i) Any breach of or inaccuracy in the Shareholder's representations, warranties or agreements herein; (ii) Any disposition of any Surrendered Shares contrary to any of the Shareholder's representations, warranties or agreements herein; (iii) Any action, suit or proceeding based on a claim that any of said representations, warranties or agreements were inaccurate or misleading or otherwise cause for obtaining damages or redress from the Company or any director or officer of the Company. (h) The representations, warranties and agreements contained in this Agreement shall be binding on the Shareholder's successors, assigns, heirs and legal representatives and shall inure to the benefit of the respective successors and assigns of the Company and its directors and officers. (i) Shareholder shall deliver, along with a signed copy of this Agreement, all stock certificates representing the Surrendered Shares, fully endorsed to the Company or accompanied by an Irrevocable Stock Power transferring the Surrendered Shares to the Company. 3. REPRESENTATIONS, WARRANTIES AND AGREEMENTS BY THE COMPANY: The -------------------------------------------------------------- Company hereby represents, warrants and agrees as follows: (a) The Company is a corporation duly organized, validly existing and in good standing under the laws of Nevada, with full power and authority to own, lease, use, and operate its properties and to carry on its business as and where now owned, leased, used, operated and conducted. The Company has all requisite corporate power and authority to enter into and perform this Agreement and to consummate the transactions contemplated hereby and to effect the exchange of the Shares in accordance with the terms hereof. (b) The information heretofore furnished by the Company to the Shareholder for purposes of or in connection with this Agreement or any transaction contemplated hereby does not, and all such information hereafter furnished by the Company to the Shareholder will not (in each case taken together and on the date as of which such information is furnished), contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements contained therein, in the light of the circumstances under which they are made, not misleading. (c) The representations and warranties herein by the Company will be true and correct in all material respects on and as of the date hereof and will, except as provided herein, survive the Exchange Date. 4. CONFIDENTIALITY. Each Party hereto will hold and will cause its --------------- agents, officers, directors, attorneys, employees, consultants and advisors to hold in strict confidence, unless compelled to disclose by judicial or administrative process or, in the opinion of its counsel, by other requirements of law, all documents and information concerning any other Party furnished it by such other Party or its representatives in connection with the subject matter hereof (except to the extent that such information can be shown to have been (i) previously known by the Party to which it was furnished, (ii) in the public domain through no fault of such Party, or (iii) later lawfully acquired from other sources by the Party to which it was furnished), and each Party will not release or disclose such information to any other person, except its auditors, attorneys, financial advisors, bankers and other consultants and advisors in connection with this Agreement. Each Party shall be deemed to have satisfied its obligation to hold confidential information concerning or supplied by the other Party if it exercises the same care as it takes to preserve confidentiality for its own similar information. Notwithstanding the foregoing, the Parties acknowledge that this Agreement shall be discussed in, and will be filed as an exhibit to, the Company's filings with the Securities and Exchange Commission. 5. This Agreement may not be amended, canceled, revoked or otherwise modified except by written agreement subscribed by all of the Parties to be charged with such modification. 6. This Agreement shall be binding upon and shall inure to the benefit of the Parties hereto and their respective partners, employees, agents, servants, heirs, administrators, executors, successors, representatives and assigns. 7. All Parties hereto agree to pay their own costs and attorneys' fees except as follows: (a) In the event of any action, suit or other proceeding instituted to remedy, prevent or obtain relief from a breach of this Agreement, arising out of a breach of this Agreement, involving claims within the scope of the releases contained in this Agreement, or pertaining to a declaration of rights under this Agreement, the prevailing Party shall recover all of such Party's attorneys' fees and costs incurred in each and every such action, suit or other proceeding, including any and all appeals or petitions therefrom. (b) As used herein, attorneys' fees shall be deemed to mean the full and actual costs of any legal services actually performed in connection with the matters involved, calculated on the basis of the usual fee charged by the attorneys performing such services. 8. This Agreement and the rights of the parties hereunder shall be governed by and construed in accordance with the laws of the State of California including all matters of construction, validity, performance, and enforcement and without giving effect to the principles of conflict of laws. Venue for any action brought under this Agreement shall be in the appropriate court in Orange County, California. 9. The Parties agree and stipulate that each and every term and condition contained in this Agreement is material, and that each and every term and condition may be reasonably accomplished within the time limitations, and in the manner set forth in this Agreement. 10. The Parties agree and stipulate that time is of the essence with respect to compliance with each and every item set forth in this Agreement. 11. This Agreement, along with the exhibits hereto, sets forth the entire agreement and understanding of the Parties hereto and supersedes any and all prior agreements, arrangements and understandings related to the subject matter hereof. No understanding, promise, inducement, statement of intention, representation, warranty, covenant or condition, written or oral, express or implied, whether by statute or otherwise, has been made by any party hereto which is not embodied in this Agreement or the written statements, certificates, or other documents delivered pursuant hereto or in connection with the transactions contemplated hereby, and no Party hereto shall be bound by of liable for any alleged understanding, promise, inducement, statement, representation, warranty, covenant or condition not so set forth. 12. This Agreement may be executed in one or more counterparts, each of which when executed and delivered shall be an original, and all of which when executed shall constitute one and the same instrument. IN WITNESS WHEREOF, the Parties hereto, agreeing to be bound hereby, execute this Agreement upon the date first set forth above. "Shareholder" "Company" Staron Family Trust Anza Capital, Inc. /s/ Alfred Staron /s/ Vincent Rinehart - --------------------------- ------------------------------ By: Alfred Staron By: Vincent Rinehart Its: Its: President EX-10.19 28 doc27.txt RINEHART DEBT EXCHANGE AGMT 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: 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 the Surrendered Note Principal into the Conversion Common Shares. The Conversion Common Shares shall be validly issued, fully paid, and non assessable, shall be restricted in accordance with Rule 144 promulgated under the Securities Act of 1933, and shall be subject to a 20-for-1 reverse stock split currently contemplated as part of the Recapitalization. (c) Effective as of the Exchange Date (as hereinafter defined), the remainder of the Surrendered Note Principal shall automatically be exchanged for the Preferred Exchange Shares. The Preferred Exchange Shares shall be validly issued, fully paid, and non assessable, and shall be restricted in accordance with Rule 144 promulgated under the Securities Act of 1933. Also effective as of the Exchange Date, the Surrendered Options shall automatically be cancelled and terminated in their entirety. (d) The rights, privileges, and preferences of the Preferred Exchange Shares shall be as set forth in the Certificate of Designation of the Rights, Preferences, Privileges and Restrictions of the Series F Convertible Preferred Stock of Anza Capital, Inc., a copy of which is attached hereto as Exhibit "A" (the "Certificate of Designation"). (e) The Exchange Date shall be the date on which the Certificate of Designation is filed with the Nevada Secretary of State, which date is anticipated to be within three (3) business days of the completion of the Company's Annual Shareholders Meeting. (f) The Company's Annual Shareholders Meeting is currently scheduled for the middle of April, 2003. If the Company's Annual Shareholders Meeting does not take place on or before June 30, 2003 (the "Termination Date"), then this Agreement and the exchange of the Surrendered Note for Preferred Exchange Shares shall automatically be cancelled. In such an event, the exchange of Surrendered Note for Conversion Common Shares shall remain effective as of the date of this Agreement. (g) Between the date of this Agreement and the Termination Date, the Noteholder shall remain the record and beneficial owner of the Surrendered Note and the Surrendered Options; however, the Noteholder hereby waives and suspends its rights to interest, its conversion rights, and all other rights set forth in the Surrendered Note until the earlier to occur of the Exchange Date or the Termination Date. In the event this Agreement is terminated on the Termination Date, then all rights waived and suspended by this subsection shall be reinstated effective as of the date of this Agreement. 2. REPRESENTATIONS, WARRANTIES AND AGREEMENTS BY SHAREHOLDER: The -------------------------------------------------------------- Noteholder hereby represents, warrants and agrees as follows: (a) Noteholder shall transfer title in and to the Surrendered Note and the Surrendered Options to the Company free and clear of all liens, security interests, pledges, encumbrances, charges, restrictions, demands and claims, of any kind or nature whatsoever, whether direct or indirect or contingent. This Agreement has been duly executed and delivered by the Noteholder. This Agreement constitutes, and upon execution and delivery thereof by the Noteholder, will constitute, a valid and binding agreement of the Noteholder enforceable against the Noteholder in accordance with its respective terms. (b) The Noteholder is not a party to any partnership, management, shareholders' or joint venture or similar agreement which would affect the Noteholder's performance of this Agreement or the Noteholder's representation and warranties in this Agreement. (c) No form of general solicitation or general advertising was used by the Noteholder or the Company or, to the best of its actual knowledge, any other person acting on behalf of the Noteholder or the Company, in connection with the exchange. Neither the Noteholder, nor, to its knowledge, any person acting on behalf of the Noteholder, has, either directly or indirectly, sold or offered for sale to any person (other than the Company) any of the Surrendered Note or the Surrendered Options, and the Noteholder represents that neither itself nor any person authorized to act on its behalf (except that the Noteholder makes no representation as to the Company) will sell or offer for sale any such security to, or solicit any offers to buy any such security from, or otherwise approach or negotiate in respect thereof with, any person or persons so as thereby to cause the issuance or sale of any of the Surrendered Note or the Surrendered Options to be in violation of any of the provisions of Section 5 of the Securities Act of 1933 or any other provision of law. (d) The Surrendered Note and Surrendered Options are not and will not be subject to any voting trust or agreement. No person holds or has the right to receive any proxy or similar instrument with respect to the Surrendered Note or Surrendered Options. Except as provided in this Agreement, the Noteholder is not a party to any agreement which offers or grants to any person the right to purchase or acquire any of the Surrendered Note or Surrendered Options. There is no applicable local, state or federal law, rule, regulation, or decree which would, as a result of the sale contemplated by this Agreement, impair, restrict or delay any voting rights with respect to the Surrendered Note or Surrendered Options. (e) The representations and warranties herein by the Noteholder will be true and correct in all material respects on and as of the date hereof and will, except as provided herein, survive the Exchange Date. (f) The Noteholder acknowledges that the Noteholder has been furnished with such financial and other information concerning the Company, the directors and officers of the Company, the business of the Company, and the proposed Recapitalization of the Company as the Noteholder considers necessary in connection with the Noteholder's exchange of the Surrendered Note. As a result, the Noteholder is familiar with the business, operations, properties, financial condition, and recapitalization plan of the Company and has discussed with officers or legal counsel of the Company any questions the Noteholder may have had with respect thereto. The Noteholder has consulted with the Noteholder's own legal, accounting, tax, investment and other advisers with respect to the tax treatment, merits, and risks of the transactions contemplated hereby. (g) The Noteholder hereby agrees to indemnify and defend the Company and its directors and officers and hold them harmless from and against any and all liability, damage, cost or expense incurred on account of or arising out of: (i) Any breach of or inaccuracy in the Noteholder's representations, warranties or agreements herein; (ii) Any disposition of the Surrendered Note or Surrendered Options contrary to any of the Noteholder's representations, warranties or agreements herein; (iii) Any action, suit or proceeding based on a claim that any of said representations, warranties or agreements were inaccurate or misleading or otherwise cause for obtaining damages or redress from the Company or any director or officer of the Company. (h) The representations, warranties and agreements contained in this Agreement shall be binding on the Noteholder's successors, assigns, heirs and legal representatives and shall inure to the benefit of the respective successors and assigns of the Company and its directors and officers. (i) Noteholder shall deliver, along with a signed copy of this Agreement, the Surrendered Note and the Surrendered Options, fully endorsed to the Company for cancellation. 3. REPRESENTATIONS, WARRANTIES AND AGREEMENTS BY THE COMPANY: The -------------------------------------------------------------- Company hereby represents, warrants and agrees as follows: (a) The Company is a corporation duly organized, validly existing and in good standing under the laws of Nevada, with full power and authority to own, lease, use, and operate its properties and to carry on its business as and where now owned, leased, used, operated and conducted. The Company has all requisite corporate power and authority to enter into and perform this Agreement and to consummate the transactions contemplated hereby and to effect the exchange of the Surrendered Note in accordance with the terms hereof. (b) The information heretofore furnished by the Company to the Noteholder for purposes of or in connection with this Agreement or any transaction contemplated hereby does not, and all such information hereafter furnished by the Company to the Noteholder will not (in each case taken together and on the date as of which such information is furnished), contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements contained therein, in the light of the circumstances under which they are made, not misleading. (c) The representations and warranties herein by the Company will be true and correct in all material respects on and as of the date hereof and will, except as provided herein, survive the Exchange Date. 4. CONFIDENTIALITY. Each Party hereto will hold and will cause its --------------- agents, officers, directors, attorneys, employees, consultants and advisors to hold in strict confidence, unless compelled to disclose by judicial or administrative process or, in the opinion of its counsel, by other requirements of law, all documents and information concerning any other Party furnished it by such other Party or its representatives in connection with the subject matter hereof (except to the extent that such information can be shown to have been (i) previously known by the Party to which it was furnished, (ii) in the public domain through no fault of such Party, or (iii) later lawfully acquired from other sources by the Party to which it was furnished), and each Party will not release or disclose such information to any other person, except its auditors, attorneys, financial advisors, bankers and other consultants and advisors in connection with this Agreement. Each Party shall be deemed to have satisfied its obligation to hold confidential information concerning or supplied by the other Party if it exercises the same care as it takes to preserve confidentiality for its own similar information. Notwithstanding the foregoing, the Parties acknowledge that this Agreement shall be discussed in, and will be filed as an exhibit to, the Company's filings with the Securities and Exchange Commission. 5. This Agreement may not be amended, canceled, revoked or otherwise modified except by written agreement subscribed by all of the Parties to be charged with such modification. 6. This Agreement shall be binding upon and shall inure to the benefit of the Parties hereto and their respective partners, employees, agents, servants, heirs, administrators, executors, successors, representatives and assigns. 7. All Parties hereto agree to pay their own costs and attorneys' fees except as follows: (a) In the event of any action, suit or other proceeding instituted to remedy, prevent or obtain relief from a breach of this Agreement, arising out of a breach of this Agreement, involving claims within the scope of the releases contained in this Agreement, or pertaining to a declaration of rights under this Agreement, the prevailing Party shall recover all of such Party's attorneys' fees and costs incurred in each and every such action, suit or other proceeding, including any and all appeals or petitions therefrom. (b) As used herein, attorneys' fees shall be deemed to mean the full and actual costs of any legal services actually performed in connection with the matters involved, calculated on the basis of the usual fee charged by the attorneys performing such services. 8. This Agreement and the rights of the parties hereunder shall be governed by and construed in accordance with the laws of the State of California including all matters of construction, validity, performance, and enforcement and without giving effect to the principles of conflict of laws. Venue for any action brought under this Agreement shall be in the appropriate court in Orange County, California. 9. The Parties agree and stipulate that each and every term and condition contained in this Agreement is material, and that each and every term and condition may be reasonably accomplished within the time limitations, and in the manner set forth in this Agreement. 10. The Parties agree and stipulate that time is of the essence with respect to compliance with each and every item set forth in this Agreement. 11. This Agreement, along with the exhibits hereto, sets forth the entire agreement and understanding of the Parties hereto and supersedes any and all prior agreements, arrangements and understandings related to the subject matter hereof. No understanding, promise, inducement, statement of intention, representation, warranty, covenant or condition, written or oral, express or implied, whether by statute or otherwise, has been made by any party hereto which is not embodied in this Agreement or the written statements, certificates, or other documents delivered pursuant hereto or in connection with the transactions contemplated hereby, and no Party hereto shall be bound by of liable for any alleged understanding, promise, inducement, statement, representation, warranty, covenant or condition not so set forth. 12. This Agreement may be executed in one or more counterparts, each of which when executed and delivered shall be an original, and all of which when executed shall constitute one and the same instrument. [remainder of page intentionally left blank.] IN WITNESS WHEREOF, the Parties hereto, agreeing to be bound hereby, execute this Agreement upon the date first set forth above. "Noteholder" "Company" Anza Capital, Inc. /s/ Vincent Rinehart /s/ Vincent Rinehart - --------------------------- --------------------------- By: Vincent Rinehart By: Vincent Rinehart Its: President /s/ Scott Presta --------------------------- By: Scott Presta Its: Director -----END PRIVACY-ENHANCED MESSAGE-----