OBN HOLDINGS



June 30, 2003

Mr. Roger Neal Smith
4322 Wilshire Blvd., Suite 200
Los Angeles, CA 90010

Re:  OBN Holdings Stock Owned by Roger Neal Smith

Dear Mr. Smith:

For good and valuable consideration, the receipt and adequacy of which
is hereby acknowledged by the parties, you agree to the following:

1.	All shares of OBN Holdings, Inc. common stock owned by you,
which totals 1,857,131, including warrants, shall have a lock-
up period of one (1) year from the effective date of the
current SB-2 filing, and may not be sold prior to that time;

2.	Should, prior to the aforementioned lock-up period, you elect
to gift, or otherwise grant any third party shares of stock
you currently own, any such stock gifted or granted shall have
the same lock-up provisions as if you continued to own the
shares; and

3.	Once the lock-up period has expired, you shall not exceed the
currently existing SEC 144 Regulations, which includes not
selling any more than one percent (1%) of the outstanding
shares within a ninety (90) day period, and filing Forms 3, 4
or 5 with the SEC.

If you are in agreement with the aforementioned terms and conditions,
please acknowledge by signing below.

Sincerely,

/s/ Donald K. Wilson
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Donald K. Wilson
Corporate Secretary


Agreed and accepted

/s/ Roger Neal Smith
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Roger Neal Smith


           8275 South Eastern Ave., Suite 200 * Las Vegas, NV 89123
                       (702) 938-0467 * (702) 990-8681 Fax