EXHIBIT 4.5

                                 AMENDMENT NO. 1
                                       TO

                          CONSULTING SERVICES AGREEMENT

      THIS FIRST AMENDMENT TO CONSULTING SERVICES AGREEMENT, dated February 23,
2004 (the "First Amendment"), is by and between Kenneth Davidson (the
"Consultant"), and NANNACO, Inc., a Texas corporation (the "Client").

                                    RECITALS

      A. The Consultant and the Client entered into a Consulting Services
Agreement dated January 12, 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 1 and 2 of the Agreement
to provide for additional consideration in exchange for additional consulting
services, to provide for certain transfer restrictions relative to the shares to
be issued to the Consultant by the Client and include certain representations
and warranties by the Consultant.

                                    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 1 of the Agreement shall be deleted in its entirety and shall read
      as follows:

"1.   Services of Consultant.

      Consultant agrees to perform for Client the Services. As such Consultant
will provide bona fide services to Client. The services to be provided by
Consultant will not be in connection with the offer or sale of securities in a
capital-raising transaction, and will not directly or indirectly promote or
maintain a market for Client's securities.

(a)   Representations and Warranties of Consultant to Client.

      Consultant hereby represents and warrants to Client that Consultant will
not engage in activities in connection with the offer or sale of securities of
Client in a capital-raising transaction and will not directly or indirectly
promote or maintain a market for Client's securities."

B.    Section 2 of the Agreement shall be deleted in its entirety and shall read
      as follows:


                                       1
<PAGE>

"2.   Consideration.

      Client agrees to pay Consultant, as his fee and as consideration for
services provided, 3,333,333 shares of common stock of the Client, which shares
shall be issued pursuant to Form S-8. By amendment dated February 23, 2004
Client agrees to pay Consultant an additional 4,000,000 shares of common stock
of the Client, which shares shall be registered on Form S-8.

(a)   Transfer Restrictions.

      All certificates representing such shares shall be subject to such stock
transfer orders, legends and other restrictions as Client may deem necessary or
advisable."

EXECUTED on the date first set forth above.

                                        CLIENT:

                                        NANNACO, INC.

                                        By:_____________________________________
                                        Name: Andrew DeVries, III
                                        Its: President and CEO

                                        CONSULTANT:

                                        By:_____________________________________
                                        Name: Kenneth Davidson


                                       2