Common use of Terms of the Exchange Clause in Contracts

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.

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 SharesShares 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. (cd) 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 D Convertible Preferred Stock of Anza Capital, Inc., a copy of which is attached hereto as Exhibit "A" (the "Certificate of Designation"). (de) 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. (eg) 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. (fh) 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 Amendment of Certificate of Designations, Preferences and Rights of Series A C Convertible Preferred Stock of Anza CapitalE-Net Financial.com Corporation dated Axxxx 0, Inc. dated March 1, 2002 0000 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.

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 Noteholder shall surrender to the Company the Surrendered SharesNote, 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 Shares 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. (cd) 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 F Convertible Preferred Stock of Anza Capital, Inc., a copy of which is attached hereto as Exhibit "A" (the "Certificate of Designation"). (de) 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. (ef) 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 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. (fg) Between the date of this Agreement and the Termination Date, the Shareholder Noteholder shall remain the record and beneficial owner of the Surrendered Shares, Note and shall have all voting power associated therewiththe Surrendered Options; however, the Shareholder Noteholder hereby waives and suspends its rights to dividendsinterest, 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 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.

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 SharesShares 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. (cd) 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 D Convertible Preferred Stock of Anza Capital, Inc., a copy of which is attached hereto as Exhibit "A" (the "Certificate of Designation"). (de) 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. (eg) 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. (fh) 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 Amendment of Certificate of Designations, Preferences and Rights of Series A C Convertible Preferred Stock of Anza CapitalE-Net Financial.com Corporation dated Xxxxx 0, Inc. dated March 1, 2002 0000 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.

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 SharesShares 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. (cd) 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 D Convertible Preferred Stock of Anza Capital, Inc., a copy of which is attached hereto as Exhibit "A" (the "Certificate of Designation"). (de) 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. (eg) 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. (fh) 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 Amendment of Certificate of Designations, Preferences and Rights of Series A C Convertible Preferred Stock of Anza CapitalE-Net Financial.com Corporation dated Axxxx 0, Inc. dated March 1, 2002 0000 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.

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 SharesShares 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. (cd) 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 D Convertible Preferred Stock of Anza Capital, Inc., a copy of which is attached hereto as Exhibit "A" (the "Certificate of Designation"). (de) 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. (eg) 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. (fh) 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 Amendment of Certificate of Designations, Preferences and Rights of Series A C Convertible Preferred Stock of Anza CapitalE-Net Financial.com Corporation dated Xxxxx 0, Inc. dated March 1, 2002 0000 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.

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 SharesShares 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. (cd) 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 D Convertible Preferred Stock of Anza Capital, Inc., a copy of which is attached hereto as Exhibit "A" (the "Certificate of Designation"). (de) 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. (eg) 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. (fh) 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 Amendment of Certificate of Designations, Preferences and Rights of Series A C Convertible Preferred Stock of Anza CapitalE-Net Xxxxxxxxx.xxx Corporation dated April 7, Inc. dated March 1, 2002 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.

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 SharesShares 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. (cd) 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 D Convertible Preferred Stock of Anza Capital, Inc., a copy of which is attached hereto as Exhibit "A" (the "Certificate of Designation"). (de) 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. (eg) 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. (fh) 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 Amendment of Certificate of Designations, Preferences and Rights of Series A C Convertible Preferred Stock of Anza CapitalE-Net Xxxxxxxxx.xxx Corporation dated April 7, Inc. dated March 1, 2002 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.

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 SharesShares 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. (cd) 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 D Convertible Preferred Stock of Anza Capital, Inc., a copy of which is attached hereto as Exhibit "A" (the "Certificate of Designation"). (de) 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. (eg) 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. (fh) 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 Amendment of Certificate of Designations, Preferences and Rights of Series A C Convertible Preferred Stock of Anza CapitalE-Net Xxxxxxxxx.xxx Corporation dated April 7, Inc. dated March 1, 2002 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.

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 SharesShares 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. (cd) 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 D Convertible Preferred Stock of Anza Capital, Inc., a copy of which is attached hereto as Exhibit "A" (the "Certificate of Designation"). (de) 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. (eg) 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. (fh) 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 Amendment of Certificate of Designations, Preferences and Rights of Series A C Convertible Preferred Stock of Anza CapitalE-Net Xxxxxxxxx.xxx Corporation dated April 7, Inc. dated March 1, 2002 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.

Terms of the Exchange. The Exchange shall be consummated on On the ------------------------ following basis of the representations, warranties, covenants, and agreements contained in this Agreement and subject to the terms and conditionsconditions of this Agreement: (a) Within three (3) business days Stockholders shall sell, assign, transfer, and convey to Purchaser at the Closing all of the execution outstanding shares of this Agreement, capital stock of Acquired Corporation. Stockholders shall deliver at the Shareholder shall surrender to the Company the Surrendered Shares, Closing certificates representing such shares duly endorsed in blank or accompanied by stock powers duly endorsed in blank, in each case in proper form for transfer, with all required stock transfer to the Companyand any other required docu­mentary stamps affixed thereto. (b) Effective as of In consideration for the Exchange Date shares referred to in Section 3.01(a), Purchaser shall: (i) Deliver at the Closing to the Representative (as hereinafter defined), the Surrendered Shares shall automatically be exchanged amount of $1.2 million in cash or by certified or official bank check. (ii) Deliver to the Representative, in cash or by certified or official bank check, 100% of the amount by which (A) the aggregate payments (the “Shell Payments”) received after the Closing and prior to March 31, 2014 by the Company from Shell Global Solutions International, B.V. (“Shell”) under the Software License, Maintenance and Support Agreement, dated March 28, 2005, and Supply Orders 1- 4 (collectively referred to as the “Shell Agreement”) exceed (B) $3 million; provided that (x) with respect to any divestiture by Shell of any refinery or other facility, if the buyer of such property (the “Shell Buyer”) pays maintenance fees for any Acquired Corporation Products acquired from Shell or purchases additional Acquired Corporation Products for use in connection with such divested refinery or other facility, then any payments received by Purchaser or the Preferred Exchange Shares. The Preferred Exchange Shares Acquired Corporation from a Shell Buyer shall be validly issuedtreated as a Shell Payment (y) with respect to the accounts receivable or earned but unbilled amounts (the “Closing Date Amounts”) related to the Shell agreement carried on the Closing Date Balance Sheet (as hereinafter defined), fully paidthe Shell Payments shall include (i) 15% of the cash received by Acquired Corporation prior to March 31, 2013 in respect of the Closing Date Amounts and (ii) 100% of the cash received by Acquired Corporation on or after March 31, 2013 and prior to March 31, 2014 in respect of the Closing Date Amounts, and non assessable, and (z) the maximum amount payable to the Representative under this Section 3.01(b)(ii) shall be restricted $1 million. Any amounts required to be paid to the Representative under this Section 3.01(b)(ii) with respect to any Shell Payments shall be paid not later than 10 days after the end of the calendar quarter in accordance with Rule 144 promulgated under which such Shell Payments were received by the Securities Act of 1933Company. (iii) Deliver to the Representative, in cash or by certified or official bank check, any Earnout Payments (as defined in Section 3.01(c)), calculated and paid as set forth in Section 3.01(d). (c) The rightsFor purposes of this Section 3.01, privileges, and preferences of the Preferred Exchange Shares following terms shall be defined 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.follows:

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 AgreementAgreement (the “Exchange Date”), M-GAB will issue to NuQuest a total of One Hundred Sixty Six Thousand Six Hundred Sixty Seven (166,667) shares of M-GAB common stock (the Shareholder “M-GAB Shares”). The Parties agree that the value of the M-GAB Shares shall surrender to be $25,000 (the Company “M-GAB Shares Purchase Price”), based on the Surrendered Shares, duly endorsed for transfer to the Companymost recent sales price of M-GAB common stock. (b) Effective as No later than the Exchange Date, NuQuest will issue to M-GAB a total of Twenty Thousand (20,000) shares of NuQuest common stock (the “NuQuest Shares”). The Parties agree that the value of the Exchange Date NuQuest Shares shall be $25,000 (as hereinafter definedthe “NuQuest Shares Purchase Price”), based on the Surrendered most recent sales price of NuQuest common stock. (c) The M-GAB Shares shall automatically be exchanged for the Preferred Exchange Shares. validly issued, fully paid, and non assessable, and shall be issued without restrictive legend pursuant to an exemption from registration provided by Regulation E. (d) The Preferred Exchange NuQuest 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. (ce) The rights, privileges, and preferences Immediately upon receipt of the Preferred Exchange Shares M-GAB Shares, NuQuest shall be as set forth in the Certificate of Designation declare a dividend of the RightsM-GAB Shares and shall distribute all of them, Preferencespro-rata, Privileges and Restrictions to the NuQuest shareholders. The holders of the Series E Convertible A Preferred Stock of Anza CapitalNuQuest shall receive that number of M-GAB Shares to which they would be entitled if they converted their Series A Preferred Stock. Notwithstanding the foregoing, Inc.the following NuQuest shareholders shall waive, 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 Statein writing, which date is anticipated their rights to be within three (3) business days receive any 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 M-GAB Shares, and the M-GAB Shares that would otherwise have been distributed to them shall have all voting power associated therewith; howeverbe distributed, pro-rata, to the Shareholder hereby waives and suspends its rights to dividendsother NuQuest shareholders: Xxx Xxxxxxxx, its conversion rights, redemption rightsXxxxxx Xxxxxx, and all other rights set forth in Xxxxx X. Xxxxxxxx. NuQuest shall instruct 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 M-GAB transfer agent to issue the earlier M-GAB Shares directly 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 AgreementNuQuest shareholders.