EXHIBIT 4.5

                          CONSULTING SERVICES AGREEMENT

         This Consulting Services Agreement ("Agreement"), dated May 6, 2004, is
made by and between Chris  Ebersole  ("Consultant")  and NANNACO,  Inc., a Texas
corporation ("Client").

         WHEREAS, Consultant has extensive background in the area of information
technology;

         WHEREAS,  Consultant  desires  to  be  engaged  by  Client  to  provide
consulting  services  to Client on the terms and subject to the  conditions  set
forth herein;

         WHEREAS,  Client is a publicly held  corporation  with its common stock
shares  trading on the Over the Counter  Bulletin  Board under the ticker symbol
"NNCO," and desires to further develop its business and customers; and

         WHEREAS,  Client  desires to engage  Consultant to provide the Services
(defined in Section 1 below) in his area of knowledge and expertise on the terms
and subject to the conditions set forth herein.

         NOW, THEREFORE, in consideration for those services Consultant provides
to Client, the parties agree as follows:

1.    Services of Consultant.

      Consultant  agrees to perform for Client the Services  (defined below). As
such Consultant  will provide bona fide services to Client as follows:  Internet
marketing and computer systems and programming services (the "Services").

(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.

2.    CONSIDERATION.

      Client  agrees  to pay  Consultant,  as his fee and as  consideration  for
services provided,  7,500,000 shares of common stock of the Client, which shares
shall be registered on Form S-8 with the United States  Securities  and Exchange
Commission.

(a)   TRANSFER RESTRICTIONS.

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      All certificates  representing  such shares shall be subject to such stock
transfer orders,  legends and other restrictions as Client may deem necessary or
advisable.

3.    CONFIDENTIALITY.

      Each party  agrees that during the course of this  Agreement,  information
that is  confidential  or of a  proprietary  nature may not be  disclosed to any
other  party,  including,  but not  limited  to,  product  and  business  plans,
software,  technical  processes and formulas,  source  codes,  product  designs,
sales, costs and other unpublished financial information,  advertising revenues,
usage  rates,  advertising  relationships,   projections,   and  marketing  data
("Confidential   Information").   Confidential  Information  shall  not  include
information  that the receiving  party can demonstrate (a) is, as of the time of
its disclosure, or thereafter becomes part of the public domain through a source
other than the receiving  party,  (b) was known to the receiving party as of the
time of its disclosure,  (c) is independently  developed by the receiving party,
or (d) is  subsequently  learned from a third party not under a  confidentiality
obligation to the providing party.

4.    INDEMNIFICATION.

(a)   CLIENT.

      Client agrees to  indemnify,  defend,  and shall hold harmless  Consultant
and/or his agents,  and to defend any action  brought  against said parties with
respect to any claim,  demand,  cause of action,  debt or  liability,  including
reasonable  attorneys'  fees to the extent  that such  action  arises out of the
negligence or willful misconduct of Client.

(b)   CONSULTANT.

      Consultant  agrees to indemnify,  defend,  and shall hold harmless Client,
its directors,  employees and agents, and defend any action brought against same
with respect to any claim, demand, cause of action, debt or liability, including
reasonable  attorneys' fees, to the extent that such an action arises out of the
gross negligence or willful misconduct of Consultant.

(c)   NOTICE.

      In claiming any  indemnification  hereunder,  the indemnified  party shall
promptly provide the indemnifying  party with written notice of any claim, which
the  indemnified  party  believes  falls  within  the  scope  of  the  foregoing
paragraphs.  The indemnified party may, at its expense, assist in the defense if
it so chooses,  provided that the indemnifying party shall control such defense,
and  all  negotiations  relative  to the  settlement  of  any  such  claim.  Any
settlement intended to bind the indemnified party shall not be final without the
indemnified party's written consent, which shall not be unreasonably withheld.


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5.       TERMINATION AND RENEWAL.

(a)   TERM.

      This Agreement  shall become  effective on the date set forth above.  This
Agreement  shall  automatically  terminate  after (6) months unless  extended in
writing  by the  Client  at least  thirty  (30)  days  prior to this  Agreements
termination.

(b)   TERMINATION.

      Either party may  terminate  this  Agreement on thirty (30)  calendar days
written notice, or if prior to such action, the other party materially  breaches
any of its  representations,  warranties or  obligations  under this  Agreement.
Except as may be  otherwise  provided in this  Agreement,  such breach by either
party  will  result  in the other  party  being  responsible  to  reimburse  the
non-defaulting  party for all costs incurred  directly as a result of the breach
of this Agreement, and shall be subject to such damages as may be allowed by law
including all attorneys' fees and costs of enforcing this Agreement.

(c)   TERMINATION AND PAYMENT.

      Upon any termination or expiration of this Agreement, Client shall pay all
unpaid and  outstanding  fees  through  the  effective  date of  termination  or
expiration  of this  Agreement.  And upon  such  termination,  Consultant  shall
provide and deliver to Client any and all  outstanding  services due through the
effective date of this Agreement.

6.    MISCELLANEOUS.

(a)   INDEPENDENT CONTRACTOR.

      This  Agreement  establishes  an  "independent   contractor"  relationship
between Consultant and Client.

(b)   RIGHTS CUMULATIVE; WAIVERS.

      The rights of each of the parties under this Agreement are cumulative. The
rights of each of the parties  hereunder shall not be capable of being waived or
varied other than by an express  waiver or variation in writing.  Any failure to
exercise or any delay in  exercising  any of such rights  shall not operate as a
waiver or  variation of that or any other such right.  Any  defective or partial
exercise of any of such rights shall not preclude any other or further  exercise
of that or any other such right.  No act or course of conduct or  negotiation on
the part of any party shall in any way preclude such party from  exercising  any
such right or constitute a suspension or any variation of any such right.


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(c)   BENEFIT; SUCCESSORS BOUND.

      This  Agreement  and  the  terms,   covenants,   conditions,   provisions,
obligations,  undertakings,  rights, and benefits hereof, shall be binding upon,
and shall  inure to the  benefit of, the  undersigned  parties and their  heirs,
executors, administrators, representatives, successors, and permitted assigns.

(d)   ENTIRE AGREEMENT.

      This  Agreement  contains  the entire  agreement  between the parties with
respect  to the  subject  matter  hereof.  There  are no  promises,  agreements,
conditions,    undertakings,    understandings,    warranties,    covenants   or
representations,  oral or written, express or implied, between them with respect
to this  Agreement  or the matters  described in this  Agreement,  except as set
forth in this Agreement.  Any such  negotiations,  promises,  or  understandings
shall not be used to interpret or constitute this Agreement.

(e)   ASSIGNMENT.

      Neither this Agreement nor any other benefit to accrue  hereunder shall be
assigned or transferred by either party, either in whole or in part, without the
written  consent of the other party,  and any purported  assignment in violation
hereof shall be void.

(f)   AMENDMENT.

      This Agreement may be amended only by an instrument in writing executed by
all the parties hereto.

(g)   SEVERABILITY.

      Each part of this Agreement is intended to be severable. In the event that
any  provision  of this  Agreement  is found by any court or other  authority of
competent  jurisdiction to be illegal or unenforceable,  such provision shall be
severed or modified to the extent  necessary to render it enforceable  and as so
severed or modified, this Agreement shall continue in full force and effect.

(h)   SECTION HEADINGS.

      The Section headings in this Agreement are for reference purposes only and
shall not affect in any way the meaning or interpretation of this Agreement.

(i)   CONSTRUCTION.

      Unless the context  otherwise  requires,  when used  herein,  the singular
shall be deemed to include  the  plural,  the plural  shall be deemed to include
each of the  singular,  and  pronouns  of one or no  gender  shall be  deemed to
include the equivalent pronoun of the other or no gender.


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(j)   FURTHER ASSURANCES.

      In addition to the  instruments  and  documents  to be made,  executed and
delivered pursuant to this Agreement,  the parties hereto agree to make, execute
and deliver or cause to be made, executed and delivered, to the requesting party
such other  instruments  and to take such other actions as the requesting  party
may  reasonably  require  to  carry  out the  terms  of this  Agreement  and the
transactions contemplated hereby.

(k)   NOTICES.

      Any notice  which is required  or desired  under this  Agreement  shall be
given in writing  and may be sent by  personal  delivery  or by mail  (either a.
United States mail, postage prepaid,  or b. Federal Express or similar generally
recognized  overnight  carrier),  addressed as follows  (subject to the right to
designate a different address by notice similarly given):

If to Client:                       Steve Careaga
                                    Chief Executive Officer
                                    NANNACO, Inc.
                                    7235 North Creek Loop
                                    Gig Harbor, WA  98335

With a copy to:                     David M. Otto
                                    The Otto Law Group, PLLC
                                    900 4th Ave., Suite 3140
                                    Seattle, Washington 98164

If to Consultant:                   Chris Ebersole
                                    889 NW 45th
                                    Pompano Beach, Florida 33064

(l)   GOVERNING LAW.

      This Agreement shall be governed by the interpreted in accordance with the
laws of the State of Washington without reference to its conflicts of laws rules
or principles. Each of the parties consents to the exclusive jurisdiction of the
federal courts of the State of Washington in connection with any dispute arising
under this Agreement and hereby waives,  to the maximum extent permitted by law,
any  objection,  including any objection  based on forum non  coveniens,  to the
bringing of any such proceeding in such jurisdictions.


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(m)   CONSENTS.

      The  person  signing  this  Agreement  on  behalf  of  each  party  hereby
represents and warrants that he has the necessary  power,  consent and authority
to execute and deliver this Agreement on behalf of such party.

(n)   SURVIVAL OF PROVISIONS.

      The  provisions  contained  in  paragraphs  1(a),  3, 4, 5,  and 6 of this
Agreement shall survive the termination of this Agreement.

(o)   EXECUTION IN COUNTERPARTS.

      This  Agreement  may be  executed in any number of  counterparts,  each of
which shall be deemed an original and all of which together shall constitute one
and the same agreement.

      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: Chris Ebersole


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