EXHIBIT 10.19

                               AMENDMENT NO. 2 TO
                          CONSULTING SERVICES AGREEMENT

      THIS SECOND AMENDMENT TO CONSULTING SERVICES AGREEMENT, dated September
12, 2005 (the "Second Amendment"), between Seth Elliot ("Consultant"), and
Nannaco, Inc., a Texas corporation ("Client").


                                    RECITALS

      A. The Consultant and the Client entered into a Consulting Services
Agreement dated February 23, 2004 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 a Consulting Services
Agreement dated May 16, 2005 a copy of which is attached hereto as Exhibit B
(the "Agreement"), pursuant to which the Consultant agreed to provide certain
consulting services to the Client.


      C. 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 shall 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. By amendment dated May 16, 2005 Client agrees to pay Consultant an
additional 23,333,333 shares of common stock of the Client. By amendment dated
September 12, 2005 Client agrees to pay Consultant an additional 1,666,667
shares of common stock of the Client. Shares issued pursuant to this Agreement
shall be issued to Seth Elliot, 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."




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 above and
terminate one (1) year 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.


EXECUTED on the date first set forth above.

                                          CLIENT:

                                          NANNACO, INC.




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




                                          CONSULTANT:





                                          By:
                                              ----------------------------------
                                          Name: Seth Elliot


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                                    Exhibit A

                          Consulting Services Agreement





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