<PAGE>

                                 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 Aequitas Ventures Corp. (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:


<PAGE>

"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 10,000,000
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:

                                            Aequitas Ventures Corp.



                                            By:
                                                ------------------------------
                                            Name: Brad Van Siclen
                                            Its: