EXHIBIT 4.6

                                 AMENDMENT NO. 3
                                       TO
                          CONSULTING SERVICES AGREEMENT


         THIS THIRD AMENDMENT TO CONSULTING SERVICES AGREEMENT, dated April 4,
2005 (the "Third Amendment"), is made by and Lou Digiaimo, Jr. ("Consultant"),
and Nannaco, Inc., a Texas corporation ("Client").

                                    RECITALS

         A. The Consultant and the Client entered into a Consulting Services
Agreement dated October 1, 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 an Amendment No. 1 to
Consulting Services Agreement dated October 25, 2004, a copy of which is
attached hereto as Exhibit B (the "First Amendment"), pursuant to which the
Consultant agreed to provide certain additional consulting services to the
Client.

         C. Consultant and the Client entered into an Amendment No. 2 to
Consulting Services Agreement dated February 3, 2005, a copy of which is
attached hereto as Exhibit C (the "Second Amendment"), pursuant to which the
Consultant agreed to provide certain additional consulting services to the
Client

         D. Client and Consultant wish to amend Section 2 and Section 6 of the
Agreement to provide for additional consideration in exchange for additional
consulting services and to extend the term of the Agreement.


                                    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, 3,000,000 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 October 25, 2004, Client agrees to
pay Consultant an additional One Million (1,000,000) shares of common stock of
the Client, which shares shall be registered on Form S-8. By amendment dated
February 3, 2005, Client agrees to pay Consultant an additional Five Million
(5,000,000) shares of common stock of the Client, which shares shall be
registered on Form S-8. By amendment dated April 4, 2005, Client agrees to pay
Consultant an additional Five Million (5,000,000) shares of common stock of the
Client, which shares shall be registered on Form S-8. 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."


B.       Section 6 of the Agreement shall be deleted in its entirety and is
hereby amended to read as follows:

"6.      Termination and Renewal.

(a)      Term.

         This Agreement shall become effective on the date appearing first above
and terminate twelve (12) months thereafter (the "Term"). Unless otherwise
agreed upon in writing by Consultant and Client or otherwise provided herein,
any amendment to this Agreement shall automatically have the effect of extending
the Term of the Agreement until the later of one hundred eighty (180) days
following the original Term or for an additional one hundred eighty (180) days
following the date of such amendment."




                 [Signature blocks appear on the following page]


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         IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed and have agreed to and accepted the terms herein on the date set forth
above.

                                      CLIENT:

                                      NANNACO, INC.



                                      By:
                                         ---------------------------------------
                                           Steve Careaga - Executive Director




                                      CONSULTANT:





                                       By:
                                          --------------------------------------
                                           Name: Lou Digiaimo, Jr.


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                                    Exhibit A

                          Consulting Services Agreement













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