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"), Xxxxx and Xxxxx Xxxxx, individuals (collectively referred to as
"Xxxxx"), and Xxxxxx X. XxXxxxx, Esq. (the "Agent"). Each of Anza and Xxxxx
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 Xxxxx 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 Xxxxx and giving
Xxxxx 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 Xxxxx."
2. Other than as set forth herein, the terms and conditions of the
Original Agreement shall remain in full force and effect.
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IN WITNESS WHEREOF, the Parties have duly executed this Amendment as of
the date first written above.
"Anza" "Xxxxx"
Anza Capital, Inc.,
a Nevada corporation
/s/ Xxxxxxx Xxxxxxxx /s/ Xxxxx Xxxxx
----------------------------- ----------------------
By: Xxxxx Xxxxxxxx Xxxxx Xxxxx
Its: President
/s/ Xxxxx Xxxxx
----------------------
Xxxxx Xxxxx
"Agent"
/s/ Xxxxxx X. XxXxxxx
----------------------------
By: Xxxxxx X. XxXxxxx, Esq.
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