<PAGE>

                                   EXHIBIT 4.1



                                                                   David M. Otto
                                                               dotto@ottolaw.com



                                November 1, 2003


VIA EMAIL: nannaco@sbcglobal.net
--------------------------------

Andrew DeVries, III

President & C.E.O.
NANNACO, Inc.
9739 Cobb Street
Suite 1
San Antonio, TX 78217

Re:      Engagement of The Otto Law Group, PLLC

Dear Andrew:

This Engagement Agreement confirms the principal terms under which NANNACO, Inc.
(the "Company"), agrees to engage The Otto Law Group, PLLC ("Otto Law"). Under
this Engagement Agreement, Otto Law will assist the Company with various matters
including, without limitation, the following:

         1.       Developing and executing the Company's strategic financing and
                  growth plans;

         2.       Preparing an offering memorandum and/or prospectus and
                  developing other materials relevant to the Company's financing
                  and growth strategy;

         3.       Providing legal advice in connection with and assisting with
                  certain securities, corporate finance, blue sky and investor
                  issues; and

         4.       Providing legal advice with respect to the Company's
                  capitalization, corporate organization, potential corporate
                  transactions, corporate governance and other general business
                  matters.

         In connection with the provision of the foregoing services, Otto Law
and the Company agree to the following compensation arrangement:

         1.       The Company shall engage Otto Law for legal services required
                  in connection with certain corporate governance, corporate
                  finance, securities, contractual and other matters related to
                  the Company's operations and financing;



                                        7

<PAGE>



         2.       Otto Law  shall  bill the  Company  for fees,  primarily  on a
                  hourly  basis,  according  to Otto Law's  usual and  customary
                  charges.  Also,  Otto Law may adjust its fees for factors such
                  as the amount of work involved in the representation,  unusual
                  time constraints,  use of prior work product, overall value of
                  the   services,   and  regular   periodic   firm  hourly  rate
                  adjustments.  Otto Law's  hourly  rates are as follows:  David
                  Otto's  hourly rate will be $325.00;  the rate for  associates
                  will be between $195.00 and $210.00 per hour; and the rate for
                  non-attorney  members of our staff will be between  $60.00 and
                  $135.00 per hour; and

         3.       Otto Law shall receive a retainer in the amount of Ten Million
                  (10,000,000) shares of common stock of the Company (the
                  "Shares"), the proceeds of which will be applied against
                  billable hours. Additionally, the Shares shall be registered
                  by the Company pursuant to the Securities Act of 1933 on a
                  Form S-8 registration statement.


We look forward to working together and helping the Company achieve its
financial and business objectives. If the proposed terms are acceptable to the
Company, please sign below and return the signed copy of this Engagement
Agreement to me.


If you have any further questions or concerns, please do not hesitate to contact
me.

                                                     Sincerely,

                                                     The Otto Law Group, PLLC




                                  David M. Otto



Agreed and accepted this ____ day of November, 2003

NANNACO, INC.





--------------------------------
Name: Andrew DeVries, III
Title: President and C.E.O.






                                        8