Exhibit 4.7

                     AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT

                                     between

                                 NANNACO, INC.,

                                       and

                               ANDREW DEVRIES, III





<PAGE>



         This Amendment No. 1 to the Employment Agreement (the "AGREEMENT"),  is
dated  September  30,  2003,  by and  among  NANNACO,  Inc.,  Texas  corporation
("NANNACO"), and Andrew DeVries, III ("DeVries").

         WHEREAS,  the parties to the Employment  Agreement,  attached hereto as
Exhibit A (the "Employment Agreement"), desire to amend the Employment Agreement
to provide  that  NANNACO has the option of granting  DeVries  stock  bonuses in
connection with him employment with NANNACO;

         NOW,  THEREFORE,  in  consideration  of the premises and the mutual and
independent  covenants  hereinafter  set  forth,  the  parties  hereto  agree as
follows:

Section 3. of the  Employment  Agreement  is hereby  deleted in its entirety and
amended to read as follows:

"3. Compensation and Benefits.

         (a)      Compensation.

                  (1) In consideration of the services to be rendered under this
Agreement,  Employee  shall receive a minimum  salary in the total amount of Two
Hundred Thousand Dollars ($200,000) per year, payable semi-monthly,  pursuant to
the  procedures  regularly  established  and as they may be amended by  Employer
during the Period of Employment. This compensation may be deferred at the option
of Employee,  and in such case,  the salary shall accrue  interest at prime plus
1%.  The  Employee  has the option to convert  any or all  salary  with  accrued
interest to Nannaco,  Inc. stock  restricted under Rule 144 at a conversion rate
thirty  percent (30%) off the average  closing bid during the month prior to the
month being compensated.

                  (2) In connection  with the minimum salary in the total amount
of Two Hundred  Thousand  Dollars  ($200,000)  per year,  listed in section 3(1)
above,  the board of  directors of Employer,  in its sole  discretion,  shall be
entitled to grant Employee,  and Employee shall be entitled to receive,  certain
stock bonuses in such amount as the board of directors determines in reasonable.

                  (3) All  compensation  and  comparable  payments to be paid to
Employee under this Agreement shall be less withholdings required by law.

         (b)      Benefits.

                  Employee  shall be entitled to fringe  benefits  comparable to
similarly situated executives,  officers or directors, including paid annual tax
preparation assistance. As Employee becomes eligible, he shall have the right to
participate in and to receive benefits from all present and future benefit plans
generally made available to similarly situated employees of Employer. The amount
and extent of  benefits to which  Employee is entitled  shall be governed by the
specific  benefit  plans,  as  amended.  Employee  shall also be entitled to any
benefits or compensation  tied to termination as described in Section 4. No oral
statement  concerning  benefits or  compensation  to which  Employee is entitled
shall alter in any way the term of this Agreement or its termination.



<PAGE>

         (c)      Insurance and Indemnity.

                  Employer  shall obtain for the benefit of Employee  director's
and officer's  liability  insurance  coverage to protect  Employee from personal
liability to the fullest extent allowed by law for acts undertaken as an officer
or  director of Employer or an  Affiliate.  Furthermore,  to the fullest  extent
allowed by law, Employer shall indemnify Employee for and hold Employee harmless
from any and all claims or causes of action  arising out of Employee's  exercise
of his duties as an employee, officer or director of Employer or an Affiliate."

Dated as of the date first written above.


NANNACO, INC.



---------------------------------------
Name: Mark Triesch
Title: Director



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


                                       2