EXHIBIT 4.10

                                 AMENDMENT NO. 1
                                       TO
                          CONSULTING SERVICES AGREEMENT

         THIS FIRST AMENDMENT TO CONSULTING SERVICES  AGREEMENT,  dated March 3,
2005  (the  "First  Amendment"),  is by  and  between  Bradford  Van  Siclen  of
Bartholomew  International  Investments,  LLC (the  "Consultant"),  and NANNACO,
Inc., a Texas corporation (the "Client").

                                    RECITALS

         A. The  Consultant  and the Client  entered into a Consulting  Services
Agreement dated February 3, 2005 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 Section 2 and Section 6 of the
Agreement to provide for  additional  consideration  in exchange for  additional
consulting services and to extend the term of the Agreement.

                                    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 2 of the  Agreement  shall be deleted in its  entirety and is hereby
amended to read as follows:

"2.      Consideration.

                  Client   agrees  to  pay   Consultant,   as  his  fee  and  as
consideration  for services  provided,  5,000,000  shares of common stock of the
Client,  which shares  shall be  registered  on Form S-8 with the United  States
Securities and Exchange Commission (the "SEC"). By amendment dated March 3, 2005
Client agrees to pay Consultant an additional  7,500,000  shares of common stock
of the Client,  which  shares shall be  registered  on Form S-8.  Shares  issued
pursuant to this Agreement  shall be issued to Bradford Van Siclen,  the natural
person  performing the consulting  services for Client through  Consultant.  All
shares and certificates  representing such shares shall be subject to applicable
SEC,  federal,  state (Blue sky) and local laws and additional  restrictions set
forth herein."

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B.  Section 6 of the  Agreement  shall be deleted in its  entirety and is hereby
amended to read as follows:

"6. Termination and Renewal.

(a) Term.

         This Agreement shall become effective on the date appearing next to the
signatures  below and  terminate  twelve (12) months  thereafter  (the  "Term").
Unless  otherwise  agreed upon in writing by Consultant  and Client or otherwise
provided herein,  any amendment to this Agreement shall  automatically  have the
effect of  extending  the Term of the  Agreement  until the later of one hundred
eighty (180) days  following the original Term or for an additional  one hundred
eighty (180) days following the date of such amendment."

         IN WITNESS  WHEREOF,  the  parties  have caused  this  Agreement  to be
executed  and have agreed to and  accepted  the terms herein on the date written
above.


CLIENT:

                                                 NANNACO, INC.


                                                 By:
                                                     ---------------------------
                                                 Name: Steve Careaga
                                                 Its: CEO


                                                 CONSULTANT:


                                                 By:
                                                     ---------------------------
                                                 Name: Bradford Van Siclen



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