EXHIBIT 4.5

                                 AMENDMENT NO. 2
                                       TO
                          CONSULTING SERVICES AGREEMENT

         THIS SECOND AMENDMENT TO CONSULTING SERVICES AGREEMENT, dated March 15,
2004 (the "Second Amendment"), is by and between Kenneth Davidson (the
"Consultant"), and NANNACO, Inc., a Texas corporation (the "Client").

                                    RECITALS

         A. The Consultant and the Client entered into a Consulting Services
Agreement dated January 12, 2004, a copy of which is attached hereto as Exhibit
A (the "Agreement"), pursuant to which the Consultant agreed to provide certain
consulting services to the Client.

         B. The Consultant and the Client entered into a Amendment No. 1 to
Consulting Services Agreement dated February 23, 2004, a copy of which is
attached hereto as Exhibit B (the "First Amended Agreement"), pursuant to which
the Consultant agreed to provide certain consulting services to the Client.

         B. Client and Consultant wish to amend Section 2 of the Agreement to
provide for additional consideration in exchange for additional consulting
services.

                                    AGREEMENT

         NOW, THEREFORE, in consideration of the foregoing, and the mutual
agreements, representations, warranties and covenants contained herein, and for
other good and valuable consideration the receipt of which is hereby
acknowledged, the parties hereto agree as follows:

A.       Section 2 of the Agreement shall be deleted in its entirety and shall
         read as follows:

"2.      Consideration.

         Client agrees to pay Consultant, as his fee and as consideration for
services provided, 3,333,333 shares of common stock of the Client, which shares
shall be issued pursuant to Form S-8. By amendment dated February 23, 2004
Client agrees to pay Consultant an additional 4,000,000 shares of common stock
of the Client, which shares shall be registered on Form S-8. By amendment dated
March 15, 2004 Client agrees to pay Consultant an additional 15,000,000 shares
of common stock of the Client, which shares shall be registered on Form S-8."


EXECUTED on the date first set forth above.

                                       CLIENT:

                                       NANNACO, INC.


                                       By : _________________________
                                       Steve Careaga - CEO


                                       CONSULTANT:

                                       By:
                                           -------------------------------------
                                       Name: Kenneth Davidson



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