EXHIBIT 4.1

                                 AMENDMENT NO. 5
                                       TO
                          CONSULTING SERVICES AGREEMENT

         THIS FIFTH  AMENDMENT TO CONSULTING  SERVICES  AGREEMENT,  dated May 6,
2004  (the  "Fifth  Amendment"),  is by and  between  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. The  Consultant  and the Client  entered into an Amendment  No. 1 to
Consulting  Services  Agreement  dated  January  12,  2004,  a copy of  which is
attached  hereto as Exhibit B (the  "First  Amendment"),  pursuant  to which the
Consultant agreed to provide certain consulting services to the Client.

         C. The  Consultant  and the Client  entered into an Amendment  No. 2 to
Consulting  Services  Agreement  dated  February  18,  2004,  a copy of which is
attached  hereto as Exhibit C (the  "Second  Amendment"),  pursuant to which the
Consultant agreed to provide certain consulting services to the Client.

         D. The  Consultant  and the Client  entered into an Amendment  No. 3 to
Consulting  Services Agreement dated March 15, 2004, a copy of which is attached
hereto as Exhibit D (the "Third  Amendment"),  pursuant to which the  Consultant
agreed to provide certain consulting services to the Client.

         E. The  Consultant  and the Client  entered into an Amendment  No. 4 to
Consulting  Services  Agreement dated April 9, 2004, a copy of which is attached
hereto as Exhibit E (the "Fourth  Amendment"),  pursuant to which the Consultant
agreed to provide certain consulting services to the Client.

         F. Client and  Consultant  wish to amend  Section 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:


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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, 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. By amendment  dated  February 18, 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. Shares issued pursuant to this Second Amendment shall
be issued to Terry Byrne, the natural person performing the consulting  services
for Client through  Consultant.  By amendment dated March 15, 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. By amendment  dated April 9, 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. By amendment dated
May 6, 2004 Client agrees to pay Consultant an additional  25,000,000  shares of
common stock of the Client, which shares shall be registered on Form S-8."

EXECUTED on the date first set forth above.

                                    CLIENT:

                                    NANNACO, INC.




                                    By : _________________________

                                    Steve Careaga - CEO




                                    CONSULTANT:

                                    BARTHOLOMEW     INTERNATIONAL    INVESTMENTS
                                    LIMITED, INC.



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


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