EXHIBIT 4.9

                                 AMENDMENT NO. 1
                                       TO
                          CONSULTING SERVICES AGREEMENT

         THIS FIRST AMENDMENT TO CONSULTING SERVICES AGREEMENT, dated February
4, 2005 (the "First Amendment"), is made by and Steve Careaga. ("Consultant"),
and Nannaco, Inc., a Texas corporation ("Client").

                                    RECITALS

         A. The Consultant and the Client entered into a Consulting Services
Agreement dated October 29, 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 Sections 2 of the Agreement to
extend the duration of the Agreement and 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. The first subparagraph of 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, 1,000,000 shares of common stock of the Client, which shares
shall be registered on Form S-8 with the United States Securities and Exchange
Commission (the "SEC"). By amendment dated February 4, 2005, Client agrees to
pay Consultant an additional One Million (1,000,000) shares of common stock of
the Client. All shares and certificates representing such shares shall be
subject to applicable SEC, federal, state (Blue sky) and local laws and
additional restrictions set forth herein."



                 [SIGNATURE BLOCKS APPEAR ON THE FOLLOWING PAGE]






EXECUTED on the date first set forth above.

                                  CLIENT:

                                  NANNACO, INC.




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




                                  CONSULTANT:

                                  STEVE CAREAGA


                                  By:
                                     ---------------------------------
                                     Name: Steve Careaga









                                    Exhibit A

                          CONSULTING SERVICES AGREEMENT