EXHIBIT 4.2

                                 AMENDMENT NO. 1
                                       TO
                          CONSULTING SERVICES AGREEMENT

         THIS FIRST  AMENDMENT TO CONSULTING  SERVICES  AGREEMENT,  dated May 6,
2004  (the  "First  Amendment"),  is by  and  between  Nicole  Van  Coller  (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 her fee and as  consideration  for
services provided, 10,000,000 shares of common stock of the Client. By amendment
dated May 6, 2004 Client agrees to pay Consultant an additional 7,500,000 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: Nicole Van Coller