OBN Holdings

December 18, 2003

Ms. Keiko S. Smith
1626 Malcolm Ave.
Los Angeles, CA 90024

Re:	OBN Holdings Stock Owned by Keiko S. Smith

Dear Ms. 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 115,607, 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 Wilson
Donald Wilson
Corporate Secretary


Agreed and accepted

/s/ Keiko S. Smith
________________________________
Keiko S. Smith

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