EXHIBIT 10.1

                              EMPLOYMENT AGREEMENT



                  This Agreement,  dated as of June 1, 2002, is between NANNACO,
INC.  ("Employer"  or the  "Company"),  and ANDREW  DEVRIES,  III  ("Employee").
Employer and Employee agree to the following terms and conditions of employment.

         1.       Period of Employment.

                  Employer shall employ  Employee to render services to Employer
in the position and with the duties and responsibilities  described in Section 2
for the period  (the  "Period  of  Employment")  commencing  on the date of this
Agreement and ending on June 1, 2005.

         2.       Position and Responsibilities.

                  (a)      Position.

                  Employee  shall be employed  with the company as President and
Chief  Executive  Officer and shall  perform all  services  appropriate  to that
position,  as well as such  other  duties and  services  as may be  assigned  by
Employer.  Employee  shall  devote his best  efforts to the  performance  of his
duties.  Employee  shall be subject to the  direction of  Employer,  which shall
retain  full  control of the means and  methods by which he  performs  the above
services and of the place(s) at which all services are rendered.

                  (b)      Other Activity.

                  Employee  (during  the  Period  of  Employment)  shall  not be
prohibited  from  accepting  other  employment  or engaging  in other  business,
commercial or  professional  activity  provided that Employee  shall not engage,
directly or  indirectly,  in any other  business,  commercial,  or  professional
activity  (whether  or not pursued for  pecuniary  advantage)  that is or may be
competitive  with  Employer,  that might  create a  conflict  of  interest  with
Employer,  or that otherwise might  interfere with the business of Employer,  or
any Related  Company.  A "Related  Company" shall mean any person or entity that
directly or indirectly  controls,  is controlled  by, or is under common control
with  Employer  provided  this control is  disclosed  to or  otherwise  known by
Employee.  So that Employer may be aware of the extent of any other demands upon
Employee's time and attention, Employee shall disclose in confidence to Employer
the general  nature and scope of any other  business  activity in which he is or
becomes engaged during the Period of Employment.


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                  (c)      Representations and Warranties.

                  Employee   represents  and  warrants  that  (i)  he  is  fully
qualified  and competent to perform the  responsibilities  for which he is being
hired  pursuant to the terms of this  Agreement,  and (ii) his execution of this
Agreement,  his employment with  Employers,  and the performance of his proposed
duties under this Agreement shall not violate any obligations he may have to any
former  employer (or other person or entity),  including  any  obligations  with
respect  to  proprietary  or  confidential  information  of any other  person or
entity. Employee agrees that he will not use for the benefit of, or disclose to,
Employer any confidential  information belonging to any former employer or other
entity unless he has written permission from the employer or entity to do so (or
unless Employer has been granted such permission).

         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.

                           (4) 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.



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                  (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.

         4.       Termination of Employment.

                  (a)      By Notice.

                  Employer  or  Employee  may  terminate  Employee's  employment
without  Cause (as defined  below) by providing  the other with sixty (60) day's
advance written notice.

                           (1) In the  event  Employer  exercises  its  right to
terminate under this subsection,
Employee  shall  have the  option,  in his  complete  discretion,  to  terminate
Employee's  employment  at any  time  prior  to the end of such  notice  period,
however,  Employer shall  nevertheless  pay to Employee all compensation due and
owing  through the last day  actually  worked,  plus an amount equal to the base
salary  Employee  would have  earned  through  the  balance of the above  notice
period,  plus $1,000.  In addition,  Employer  shall pay to Employee a Severance
Payment, as described in Paragraph 4(e) below, which payment shall be in lieu of
any damages under this Agreement for any alleged breach.

                           (2) In the  event  Employee  exercises  his  right to
terminate this agreement under
this subsection,  Employer shall have the option, in its complete discretion, to
terminate  Employee's  employment  at any time  prior to the end of such  notice
period,  however,  Employer shall  nevertheless pay to Employee all compensation
due and owing through the last day actually worked,  plus an amount equal to the
base salary  Employee  would have earned through the balance of the above notice
period, plus $1,000.

                  (b)      By Death.

                  The Period of Employment  shall terminate  automatically  upon
the death of Employee. Employer shall pay to Employee's beneficiaries or estate,
as  appropriate,  any  compensation  then due and owing,  including  payment for
accrued unused vacation,  if any. Thereafter,  all obligations of Employer under
this Agreement shall cease. Nothing in this Section shall affect any entitlement
of  Employee's  heirs  to the  benefits  of any  life  insurance  plan or  other
applicable benefits.


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                  (c)      By Employer For Cause.

                  At any time, and without prior notice,  Employer may terminate
Employee for Cause.  Employer shall pay Employee all  compensation  then due and
owing;  thereafter,  all of Employer's  obligations  under this Agreement  shall
cease.  Termination shall be for "Cause" if Employee:  (i) acts in bad faith and
to the detriment of Employer;  (ii) refuses or fails to act in  accordance  with
any specific direction or lawful order of Employer;  (iii) exhibits in regard to
his employment unfitness or unavailability for service, misconduct,  dishonesty,
habitual  neglect,  or  incompetence;  (iv) is  convicted  of a crime  involving
dishonesty,  breach of trust,  or physical or emotional harm to any person;  (v)
breaches any material term of this Agreement.

                  (d)      Change in Employer Status.

         Notwithstanding  anything  above,  Employee may terminate the Period of
         Employment  (in which  case all of  Employer's  obligations  under this
         Agreement shall cease after payment of all  compensation due and owing)
         upon any formal action of Employer's management to terminate Employer's
         existence   or  otherwise   wind  up  its  affairs,   to  sell  all  or
         substantially  all of its  assets,  or to  merge  with or into  another
         entity. In the event Employee terminates the Period of Employment under
         this  subsection,  Employer shall pay Employee all compensation due and
         owing through the last day actually worked plus a Severance  Payment as
         described in subsection  4(e) below,  which payment shall be in lieu of
         any damages under this Agreement for any alleged breach. Employee shall
         be entitled to compensation  under this subsection 4(d) only if, within
         ninety (90) days after the change in employer status becomes effective,
         Employee gives Employer, or its successor or assigns,  sixty (60) day's
         notice of Employee's intent to terminate the Period of Employment. Upon
         receiving this notice,  Employer shall have the option, in its complete
         discretion,  to make Employee's termination effective at any time prior
         to the end of the notice  period,  provided that Employer pays Employee
         all compensation due and owing through the balance of the notice period
         (not to exceed sixty (60) days), in addition to all other  compensation
         due and owing, including without limitation, the Severance Payment.

                  (e) Severance Payment

                  (1) Employee  terminates the Period of Employment  pursuant to
subsection 4(d) above or Employer  terminates the Period of Employment  pursuant
to subsection 4(a) above,  Employer shall pay Employee all  compensation due and
owing,  plus a lump sum equal to twelve (12)  month's base salary plus an amount
equal to any bonus paid in cash or stock in the prior twelve (12) months,  which
payment  shall be in lieu of any damages  under this  Agreement  for any alleged
breach.


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<PAGE>

                  (f) Termination Obligations

                           (1)  Employee  agrees that all  property,  including,
without limitation, all equipment, tangible proprietary information,  documents,
books,  records,  reports,  notes,  contracts,  lists, computer disks (and other
computer-generated  files and data),  and copies thereof,  created on any medium
and  furnished  to,  obtained  by, or  prepared  by Employee in the course of or
incident to his employment,  belongs to Employer and shall be returned  promptly
to Employer upon termination of the Period of Employment.

                           (2) All  benefits  to  which  Employee  is  otherwise
entitled shall cease upon Employee's  termination,  unless explicitly  continued
either under this Agreement or under any specific written policy or benefit plan
of Employer.

                           (3) Upon  termination  of the  Period of  Employment,
Employee  shall be deemed to have  resigned  from all offices and  directorships
then held with Employer or any Affiliate.

                           (4) The representations  and warranties  contained in
this  Agreement  and  Employee's  obligations  under  this  subsection  4(f)  on
Termination   Obligations  shall  survive  the  termination  of  the  Period  of
Employment and the expiration of this Agreement.

                           (5)  Following  any  termination  of  the  Period  of
Employment, Employee shall fully cooperate with Employer in all matters relating
to the winding up of pending work on behalf of Employer and the orderly transfer
of work to other  employees of Employer.  Employee  shall also  cooperate in the
defense of any action  brought by any third party against  Employer that relates
in any way to Employee's acts or omissions while employed by Employer.


         5.       Notices.

                  Any notice or other communication under this Agreement must be
in writing and shall be  effective  upon  delivery by hand or three (3) business
days after  deposit in the United  States mail,  postage  prepaid,  certified or
registered,  and  addressed  to  Employers  or to Employee at the  corresponding
addresses  below.  Employee shall be obligated to notify Employers in writing of
any change in his address.  Notice of change of address shall be effective  only
when done in accordance with this Section.

                           Employer's Notice Addresses:

                           Nannaco, Inc.
                           2935 Thousand Oaks #261
                           San Antonio, TX 78247
                           Employee's Notice Address:

                           Andrew DeVries, III
                           3670 Menger
                           San Antonio, TX 78259


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         6.       Action by Employers.

                  All  actions  required  or  permitted  to be taken  under this
Agreement by Employer,  including,  without limitation,  exercise of discretion,
consents,  waivers,  and  amendments  to  this  Agreement,  shall  be  made  and
authorized only by the President,  by his or his designated  representative,  or
another  representative  specifically  authorized  by the Board of  Directors to
fulfill the obligations under this Agreement.

         7.       Integration and Other Policies.

                  This Agreement  supersedes all other prior and contemporaneous
representations,  agreements and statements, whether written or oral, express or
implied,   and  it  may  not  be  contradicted  by  evidence  of  any  prior  or
contemporaneous   representations,   statements   or   agreements.   Except   as
specifically  restricted  by an express  provision of this  Agreement,  Employer
retains  and  may  exercise  all  management  rights  and  prerogatives  in  its
discretion.  However, to the extent that the practices,  policies, or procedures
of Employer,  now or in the future,  apply to Employee and are inconsistent with
the terms of this Agreement, the provisions of this Agreement shall control.

         8.       Amendments; Waivers.

                  This  Agreement may not be amended  except by an instrument in
writing,  signed by each of the parties.  No failure to exercise and no delay in
exercising any right,  remedy,  or power under this Agreement shall operate as a
waiver thereof,  nor shall any single or partial exercise of any right,  remedy,
or power under this Agreement preclude any other or further exercise thereof, or
the exercise of any other right,  remedy,  or power provided herein or by law or
in equity.

         9.       Assignment; Successors and Assigns.

                  Employee  agrees  that he will  not  assign,  sell,  transfer,
delegate,  or otherwise dispose of, whether voluntarily or involuntarily,  or by
operation  of law,  any rights or  obligations  under this  Agreement.  Any such
purported assignment, transfer, or delegation shall be null and void. Nothing in
this Agreement shall prevent the  consolidation  of Employer with, or its merger
into, any other entity,  or the sale by Employer of all or substantially  all of
its assets,  or the  otherwise  lawful  assignment  by Employer of any rights or
obligations under this Agreement. Subject to the foregoing, this Agreement shall
be  binding  upon and  shall  inure to the  benefit  of the  parties  and  their
respective heirs, legal representatives,  successors, and permitted assigns, and
shall not benefit any person or entity other than those specifically  enumerated
in this Agreement.


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         10.      Severability.

                  If any provision of this Agreement,  or its application to any
person, place, or circumstance, is held by an arbitrator or a court of competent
jurisdiction  to be invalid,  unenforceable,  or void,  such provision  shall be
enforced to the greatest  extent  permitted  by law,  and the  remainder of this
Agreement  and  such  provision  as  applied  to  other  persons,   places,  and
circumstances shall remain in full force and effect.

         11.      Attorneys' Fees.

                  In any legal action,  arbitration, or other proceeding brought
to enforce or interpret the terms of this Agreement,  the prevailing party shall
be entitled to recover reasonable attorneys' fees and costs.

         12.      Interpretation.

                  This Agreement shall be construed as a whole, according to its
fair  meaning,  and not in favor of or against any party.  By way of example and
not in limitation,  this Agreement  shall not be construed in favor of the party
receiving  a benefit  nor  against  the  party  responsible  for any  particular
language in this  Agreement.  Captions are used for reference  purposes only and
should be ignored in the interpretation of the Agreement.

         13.      Proprietary Information.

         Employee  represents and warrants that Employer has  consistently  made
Employee's  willingness  to  protect  Employer's  confidential  and  proprietary
information from any unauthorized use and disclosure, and Employee's willingness
to comply with the terms of Employer's confidentiality policies, procedures, and
agreements,  conditions of (1) Employer's agreement to disclose confidential and
proprietary  information  to  Employee,  (2)  Employee's  employment,   and  (3)
Employee's continued employment.  Employee agrees that Employer's requirement of
satisfactory  confidentiality  agreements is reasonable and necessary to protect
Employer's  confidential  and  proprietary  information  and to  effectuate  the
purposes of, and is ancillary to, Employee's employment agreement.

         14.      Acknowledgment.

         The parties  acknowledge  that they have had the opportunity to consult
legal counsel in regard to this  Agreement,  that they have read and  understand
this  Agreement,  that they are fully aware of its legal  effect,  and that they
have entered into it freely and  voluntarily and based on their own judgment and
not on any  representations  or  promises  other  than those  contained  in this
Agreement.


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The parties  have duly  executed  this  Agreement  as of the date first  written
above.



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Andrew DeVries, III




NANNACO, INC.


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