LAW OFFICES OF
                                 DAVID L. KAGEL
                           A PROFESSIONAL CORPORATION
                       1801 CENTURY PARK EAST, 25TH FLOOR
                          LOS ANGELES, CALIFORNIA 90067
                           TELEPHONE: (31 0) 553-9009
                            FACSIMILE: (310) 553-9693
                          E-MAIL: dkagel@earthlink.net

                                      DRAFT


                                February 13, 2004





VIA FAX - (310) 456-1778

Ohana Enterprises, Inc.
23852 Pacific Coast Highway
#167
Malibu, CA 90265

Attention: Catherine Thompson, Chief Financial Officer

         Re:      Ohana Enterprises, Inc.

Dear Catherine:

         Reference is made to the retainer agreement between this firm and Ohana
Enterprises, Inc. dated September 9, 2003.

         This letter will serve to amend the retainer agreement as follows:

1.                We have agreed to provide you with additional services which
                  may include non-legal advisory services, EDGARizing services,
                  draft and/or review of press releases and related services. In
                  this regard we may retain the services of other persons or
                  entities to assist us. We will be responsible for paying such
                  persons or entities.

2.       You have agreed to pay us the sum of $160,000 for such  services.  You
                  have further  agreed to issue to us 1,600,000  shares  of
                  common  stock of Ohana  which  shall be  registered  on Form
                  S-8 under the Securities  Act of 1933,  as amended.  As these
                  shares are sold,  the net proceeds of such sales will be
                  credited to your  account.  To the extent that we realize
                  less that  $150,000  from such sales,  you will issue to us
                  additional  shares also  registered  on Form S-8. All of the
                  shares will be issued to David L. Kagel,  individually.  None
                  of the  services to be  performed  by this firm or any person
                  or entity  assisting  us will be for  purposes  of raising
                  capital,  making a market in the common stock of Ohana or
                  other  activities  for which stock  registered on Form S-8
                  may not be utilized.










         Please confirm our agreement as set forth above by signing and
returning to me a copy of this agreement.

Very truly yours,




DAVID L. KAGEL
DLK/njh


AGREED TO AND CONFIRMED:

OHANA ENTERPRISES, INC.



By:/s/____________________________________
    CATHERINE THOMPSON, Vice President, CFO