FIRST AMENDMENT TO ESCROW AGREEMENT

         This First Amendment to Escrow Agreement (the  "Amendment") is dated as
of October 30, 2004,  by and between Anza  Capital,  Inc., a Nevada  corporation
("Anza"),  Peter and  Irene  Gauld,  individuals  (collectively  referred  to as
"Gauld"),  and Joseph B.  LaRocco,  Esq. (the  "Agent").  Each of Anza and Gauld
shall be referred to as a "Party" and collectively as the "Parties."

                                    RECITALS

         WHEREAS,  the Parties and the Agent are parties to that certain  Escrow
Agreement dated as of September 17, 2004 (the "Original Agreement");

         WHEREAS,  the Parties and Agent desire to amend the Original  Agreement
as set forth herein;

         NOW,  THEREFORE,  for good and adequate  consideration,  the receipt of
which is hereby acknowledged, the Parties and Agent agree as follows:

         1. Section 1.02(c) of the Original  Agreement is hereby restated in its
entirety as follows:

                  "(c) (i) Upon the  receipt  of a notice  of  termination  from
either Party, other than a notice of termination set forth in subsection (c)(ii)
hereof,  notifying the Agent that that certain Securities  Purchase Agreement by
and between  Anza and Gauld has been  terminated,  the Agent  shall  release the
Escrowed  Property then in its  possession in  accordance  with Section  1.02(d)
below; (ii) however, notwithstanding the foregoing, upon the receipt of a notice
of termination  from Anza,  and after  conveying said notice to Gauld and giving
Gauld ten (10) business days to deliver a notice of  termination to Agent as set
forth in subsection  (c)(i)  hereof,  then the Agent shall release all of the TQ
Shares then in its  possession  to Anza,  and any of the Anza Shares then in its
possession to Gauld."

         2.  Other than as set forth  herein,  the terms and  conditions  of the
Original Agreement shall remain in full force and effect.

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

                                  Page 1 of 2



         IN WITNESS WHEREOF, the Parties have duly executed this Amendment as of
the date first written above.

"Anza"                                                   "Gauld"

Anza Capital, Inc.,
a Nevada corporation

/s/ Vincent Rinehart                                     /s/ Peter Gauld
-----------------------------                            ----------------------
By:      Vince Rinehart                                  Peter Gauld
Its:     President

                                                         /s/ Irene Gauld
                                                         ----------------------
                                                         Irene Gauld
"Agent"

/s/ Joseph B. LaRocco
----------------------------
By:  Joseph B. LaRocco, Esq.


                                  Page 2 of 2