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                                 AMENDMENT NO. 1
                                       TO
                          CONSULTING SERVICES AGREEMENT

         THIS FIRST AMENDMENT TO CONSULTING  SERVICES  AGREEMENT,  dated January
12,  2004 (the "First  Amendment"),  is by and among  Bartholomew  International
Investments  Limited,  Inc.  (the  "Consultant"),  and  NANNACO,  Inc.,  a Texas
corporation (the "Client").

                                    RECITALS

         A. The  Consultant  and the Client  entered into a Consulting  Services
Agreement dated November 17, 2003, 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.

                                    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:

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"2.      Consideration.

         Client agrees to pay Consultant,  as his fee and as  consideration  for
services provided, 12,500,000 shares of common stock of the Client. By amendment
dated January 12, 2004 Client agrees to pay Consultant an additional  15,000,000
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 : _________________________
                                            Andrew DeVries, III - CEO




                                            CONSULTANT:

                                            Bartholomew International
                                            Investments Limited, Inc.



                                            By:
                                                -------------------------------
                                            Name: Terry Byrne
                                            Its: