OK, so I don't know much about this H.264 stuff. The .MOV encoder in TMPGEnc Xpress has an H.246 option, but that created a file larger than your source. After looking through some Xpress docs, I saw that the MPEG4 encoder in AVC mode was the ticket for H.264. So, I encoded with that which does actually use a different encoder than Quicktime. First I did single pass, but then noticed you specified 2-pass in your original post. The single pass took 4 minutes and 2-pass was 8 minutes and change.

http://www.spmicro.com/temp/tony/P1060092_1-pass.mp4
http://www.spmicro.com/temp/tony/P1060092_2-pass.mp4

I selected the program to deinterlace only when necessary, but there seems to be some sort of deinterlacing weirdness on my playback. I wouldn't think your source would have been interlaced, but the deinterlacing filter has some features I can play with. If you like what you see enough, I can try and clean up the video a bit more later.

Oh yeah, the audio portion was encoded in AAC at 128k, Mono, 44.1khz. There was no MP3 option in TMPGEnc Xpress.