EXHIBIT 10.12

                               AMENDMENT NO. 2 TO
                          CONSULTING SERVICES AGREEMENT

      THIS SECOND AMENDMENT TO CONSULTING SERVICES AGREEMENT, dated May 15, 2005
(the "Second Amendment"), between Bruce Arthur Hall ("Consultant"), and Nannaco,
Inc., a Texas corporation ("Client").

                                    RECITALS

      A. The Consultant and the Client entered into a Consulting Services
Agreement dated September 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 March 2, 2005, 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. 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, in full satisfaction of all prior
services rendered to Client, billed or unbilled, and for services going forward
as set forth in Schedule A, attached hereto, the amount of 2,000,000 shares of
common stock in the Client. By amendment dated March 2, 2005 Client agrees to
pay Consultant an additional Three Million (3,000,000) shares of common stock of
the Client. By amendment dated May 15, 2005 Client agrees to pay Consultant an
additional 25,000,000 shares of common stock of the Client, which shares shall
be registered on Form S-8. Shares issued pursuant to this Agreement shall be
issued to Bruce Arthur Hall, the natural person performing the consulting
services for Client through Consultant. 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."

EXECUTED on the date first set forth above.

                                       CLIENT:

                                       NANNACO, Inc.


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


                                       CONSULTANT:


                                       By:
                                           -------------------------------------
                                       Name: Bruce Arthur Hall


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