AMENDMENT NO. 1
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This Amendment No. 1 is made this 30th day of September, 2002, by and
between Anza Capital, Inc. (successor to E-Net Financial, Inc.), a Nevada
corporation ("ANZA"), and Laguna Pacific Partners, L.P., a Delaware limited
partnership ("LAGUNA") (together "Parties"), to amend the terms of that certain
Warrant Agreement entered into between ANZA and LAGUNA dated June 27, 2001
("Warrant Agreement"). In the event the terms of the Warrant Agreement and this
Amendment No. 1 conflict, the terms of this Amendment No. 1 control.
In consideration of good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the Parties agree as follows:
EXERCISE OF WARRANTS:
The Parties hereby amend all relevant terms of the Warrant Agreement to
evidence the Parties' agreement that the $225,000 worth of warrants granted to
LAGUNA under the Warrant Agreement are convertible at an agreed upon price of
$0.075 per share. Therefore, the total number of shares of common stock LAGUNA
may receive upon exercise of all the warrants under the Warrant Agreement is
3,000,000 shares.
Additionally, the Parties hereby amend all relevant terms of the Warrant
Agreement to evidence the Parties' agreement that after LAGUNA converts its
warrants into shares of ANZA common stock, LAGUNA agrees that for the first ten
(10) months after LAGUNA first exercises its warrants under the Warrant
Agreement (and this Amendment), LAGUNA will sell no more than 10% of the ANZA
common stock LAGUNA then owns in any calendar month.
In furtherance of the above amendments to the Warrant Agreement, the
Parties also agree to amend the "Notice of Exercise" attached as Appendix A to
the Warrant Agreement. The amended Appendix A to the Warrant Agreement, and the
Notice of Exercise that must be used by LAGUNA to exercise its warrants under
the Warrant Agreement, is attached hereto as Exhibit "A."
IN WITNESS WHEREOF, the parties hereto, by their duly authorized officers
or other authorized signatory, have executed this Addendum as of the date first
above written.
"ANZA" "LAGUNA"
Sign: /s/ Xxxxxxx Xxxxxxxx Sign: /s/ Xxxxxxx Xxxxxxxx
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Print: Xxxxxxx Xxxxxxxx Print: Xxxxxxx Xxxxxxxx
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Title: President Title: General Partner
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Date: 9/30/02 Date: 10/9/02
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Exhibit "A"
Appendix "A"
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NOTICE OF EXERCISE
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
CERTAIN STATES, 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.
ELECTION TO PURCHASE
The undersigned hereby elects irrevocably to exercise the within Warrant and to
purchase _______________________ shares of Common Stock of Anza Capital, Inc.
and hereby makes payment of $1.00 in payment of the Exercise Price pursuant
hereto. Please issue the shares as to which this Warrant is exercised in
accordance with the instructions given below. The undersigned is aware and
agrees that the warrants are being converted at a price per share of $0.075.
The undersigned represents and warrants that the exercise of the within Warrant
was solicited by the member firm of the National Association of Securities
Dealers, Inc. ("NASD") listed below. If not solicited by an NASD member, please
write "unsolicited" in the space below.
___________________________________________________
(Insert Name of NASD Member or "Unsolicited")
Dated: ________________________ Signature:_________________________________
INSTRUCTIONS FOR REGISTRATION OF SHARES
Name (print) __________________________________________________________________
Address (print)________________________________________________________________
