Exhibit 1.4

                                  AMENDMENT TO
                        SEPARATE ESCROW ACCOUNT AGREEMENT

     THE SEPARATE ESCROW ACCOUNT  AGREEMENT (the  "Agreement")  made and entered
into as of the 22nd day of August 2000 by and between  Mountain  States Capital,
Inc., an Arizona  corporation  ("MOUNTAIN  STATES"),  Heritage West  Securities,
Inc., an Arizona  corporation  ("HERITAGE WEST"), and  Wells Fargo Bank National
Association ("ESCROW AGENT") is amended this 30th day of October, 2000.

     Section #1, paragraph two, of the Agreement is amended to read:


During the term of this Agreement, HERITAGE WEST shall cause all checks received
by it in payment for the New Notes to be made  payable to and  endorsed in favor
of:

     Wells Fargo Bank - Escrow Account FBO Mountain States Capital, Inc.


     The  Agreement  is not  otherwise  amended  except as  expressly  set forth
herein.

     IN WITNESS  WHEREOF,  the parties  hereto have caused this amendment to the
Agreement to be executed the day and year set forth above.

     MOUNTAIN STATES CAPITAL, INC.




     By: /s/ Chad Collins
        -------------------------------------
        Chad Collins, President


     HERITAGE WEST SECURITIES, INC.


     By: /s/ Paul F. Arutt
         ------------------------------------
         Paul F. Arutt, President


     WELLS FARGO BANK, NATIONAL ASSOCIATION


     By: /s/ Kimberly A. Vann
         ------------------------------------

     Its: Trust Officer
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