Exhibit 10.45

                              TORBAY HOLDINGS, INC.
                            4 Mulford Place, Suite 2G
                            Hempstead, New York 11550


                                  July 18, 2003


AJW Partners, LLC
AJW Offshore, Ltd.
AJW Qualified Partners, LLC
New Millennium Capital Partners II, LLC
1044 Northern Boulevard
Suite 302
Roslyn, New York 11576


            Re:         Torbay  Holdings,   Inc.  --  Stockholder  Approval  for
                        Increase in  Authorized  Capital;  Funding of  Remaining
                        Subsequent Investment

Gentlemen:

                  Torbay Holdings,  Inc., a Delaware corporation (the "Company")
and  each  of the  investors  set  forth  on the  signature  pages  hereto  (the
"Investors") entered into a Securities Purchase Agreement, dated as of April 16,
2003 (the "Agreement"),  and certain other related documents  (together with the
Agreement,  referred to  collectively  herein as the  "Transaction  Documents").
Pursuant  to the  Agreement,  the  Company  agreed  to  issue  and  sell and the
Investors  agreed to purchase,  upon the terms and  conditions  set forth in the
Agreement,  (i)  12%  secured  convertible  debentures  of  the  Company  in the
aggregate principal amount of Two Hundred Fifty Thousand Dollars  ($250,000)(the
"Debentures"), which Debentures are convertible into shares of common stock, par
value $.0001 per share, of the Company (the "Common Stock") and (ii) warrants to
purchase  up to Five  Hundred  Thousand  (500,000)  shares of Common  Stock (the
"Warrants").  Capitalized terms used but not otherwise defined herein shall have
the meanings ascribed thereto in the Agreement.

                  By execution hereof, for good and valuable consideration,  the
receipt and sufficiency of is hereby  acknowledged,  the parties hereto agree as
follows:

         1.       The  Company  shall  file an  information  statement  or proxy
                  statement with the Securities and Exchange  Commission ("SEC")
                  no later  than  August  1,  2003 and use its best  efforts  to
                  obtain, on or before September 12, 2003, such approvals of the
                  Company's  stockholders  as may be required  to  increase  the
                  authorized  capital of the Company by an amount  sufficient to
                  permit the Company to issue all of the shares of Common  Stock
                  issuable  upon  conversion  or exercise of, or otherwise  with
                  respect to, the Debentures and the Warrants in accordance with
                  Delaware law and any applicable  rules and  regulations of the
                  OTCBB and Nasdaq (the "Stockholder Approval").

<PAGE>

         2.       The  Company  shall  furnish  to each  Investor  and its legal
                  counsel  promptly  (but in no event less than two (2) business
                  days)  before the same is filed with the SEC,  one copy of the
                  information  statement or proxy  statement,  or any  amendment
                  thereto, filed with the SEC in connection with the Stockholder
                  Approval,  and shall  deliver to each  Investor  promptly each
                  letter  written  by or on behalf of the  Company to the SEC or
                  the staff of the SEC, and each item of correspondence from the
                  SEC or the  staff of the SEC,  in each case  relating  to such
                  information statement or proxy statement.

         3.       The Company will promptly (but in no event more than three (3)
                  business  days) respond to any and all comments  received from
                  the SEC (which  comments  shall  promptly be made available to
                  each  Investor).  The Company shall comply with the filing and
                  disclosure  requirements  of  Section 14 under the 1934 Act in
                  connection with the Stockholder Approval.

         4.       The  Company   represents  and  warrants  that  its  Board  of
                  Directors  has  approved  the  proposal  contemplated  by this
                  letter  agreement  and  will  indicate  such  approval  in the
                  information  statement or proxy  statement  used in connection
                  with the Stockholder Approval.

         5.       The undersigned  parties hereby agree to amend Section 1(d) of
                  the  Agreement  to  provide  that  the  Buyers  will  fund the
                  remaining $140,000 of the subsequent investment referred to in
                  that Section on the date hereof.

         6.       All other provisions of the Transaction Documents shall remain
                  in full force and effect.

                  The  parties  shall  do and  perform,  or cause to be done and
performed,  all such further acts and things,  and shall execute and deliver all
such other  agreements,  certificates,  instruments and documents,  as the other
parties  hereto  may  reasonably  request  in order to carry out the  intent and
accomplish the purposes of this letter agreement.








                            [Signature Page Follows]



<PAGE>



                  Please  signify your agreement with the foregoing by signing a
copy of this letter where indicated and returning it to the undersigned.


                                    Sincerely,


                                    TORBAY HOLDINGS INC.


                                    By:
                                        ---------------------------------------
                                         William Thomas Large
                                          President and Chief Executive Officer
ACCEPTED AND AGREED:

AJW PARTNERS, LLC
By:  SMS GROUP, LLC


-----------------------------------------
Corey S. Ribotsky, Manager


AJW OFFSHORE, LTD.
By: FIRST STREET MANAGER II, LLC


-----------------------------------------
Corey S. Ribotsky, Manager


AJW QUALIFIED PARTNERS, LLC
By: AJW MANAGER, LLC


-----------------------------------------
Corey S. Ribotsky, Manager


NEW MILLENNIUM CAPITAL PARTNERS II, LLC
By: FIRST STREET MANAGER II, LLC


-----------------------------------------
Corey S. Ribotsky, Manager