EXHIBIT 4.9

                                AMENDMENT NO. 1
                                       TO
                         CONSULTING SERVICES AGREEMENT

      THIS FIRST  AMENDMENT TO CONSULTING  SERVICES  AGREEMENT,  dated April 14,
2004 (the "First  Amendment"),  is by and between  Capital Group  International,
LLLP-Western Series (the "Consultant"),  and NANNACO,  Inc., a Texas corporation
(the "Client").

                                    RECITALS

      A. The  Consultant  and the  Client  entered  into a  Consulting  Services
Agreement  dated March 15, 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.  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 is hereby
amended to read as follows:

"2.   Consideration.

      Client  agrees  to pay  Consultant,  as his fee and as  consideration  for
services provided,  5,000,000 shares of common stock of the Client, which shares
shall be  registered  on Form S-8. By  amendment  dated April 14,  2004,  Client
agrees to pay Consultant an additional  5,000,000  shares of common stock of the
Client."



EXECUTED on the date first set forth above.

                        CLIENT:

                        NANNACO, INC.




                        By :
                            -------------------------------
                        Name: Steve Careaga
                        Its: CEO




                        CONSULTANT:

                        CAPITAL GROUP INTERNATIONAL, LLLP - WESTERN SERIES



                        By :
                            -------------------------------
                        Name: Devin Bosch
                        Its: