<PAGE>

Filing Fee - $50.00                                             DOMESTIC PROFIT
Dishonored Check - $15.00 Fee
 Plus Interest Charges
                                       
                                State of Hawaii
                   DEPARTMENT OF COMMERCE AND CONSUMER AFFAIRS
                         BUSINESS REGISTRATION DIVISION
                              1010 Richards Street
                 Mailing Address: P.O. Box 40, Honolulu, HI 96810

   STATEMENT OF ISSUANCE OF SHARES OF PREFERRED OR SPECIAL CLASSES IN SERIES
                    (SECTION 415-16, HAWAII REVISED STATUTES)

     The undersigned, duly authorized officers of the corporation submitting 
this Statement, certify as follows:

1.   The name of the corporation is:

     HAWAIIAN NATURAL WATER COMPANY, INC.
     --------------------------------------------------------------------------

2.   A copy of the resolution establishing and designating the series, and 
     fixing, and determining the relative rights and preferences of the new 
     shares is attached.

3.   The resolution was adopted on:   March            1,           1999      .
                                   -------------------------------------------
                                     (Month           Day           Year)

4.   The resolution was adopted by the Board of Directors.

We certify under the penalties of Section 415-136, Hawaii Revised Statutes, 
that we have read the above statements, and that the same are true and 
correct.

Witness our hands this   1st   day of  March  , 1999 .
                       -------        --------  ------

Marcus Bender,                           Tate Robinson,
President                                Vice President
-------------------------------------    --------------------------------------
      (Type/Print Name & Title)                (Type/Print Name & Title)


/s/ MARCUS BENDER                        /s/ TATE ROBINSON
-------------------------------------    --------------------------------------
        (Signature of Officer)                   (Signature of Officer)

                                       
                       (SEE REVERSE SIDE FOR INSTRUCTIONS)

<PAGE>

                            UNANIMOUS WRITTEN CONSENT
                                     OF THE
                               BOARD OF DIRECTORS
                                       OF
                      HAWAIIAN NATURAL WATER COMPANY, INC.

                                  MARCH 1, 1999

         The undersigned, being all of the directors of Hawaiian Natural 
Water Company, Inc., a Hawaii corporation (the "Corporation"), do hereby 
consent to and adopt the following resolutions by unanimous written consent, 
without a meeting, pursuant to Section 415-44 of the Hawaii Business 
Corporation Act.

     RESOLVED: That pursuant to the authority vested in the Board of Directors
of the Corporation by Article IV, Section 1 of the Corporation's Articles of
Incorporation, as amended (the "Articles of Incorporation"), a series of
Preferred Stock of the Corporation be, and it hereby is, created out of the
authorized but unissued shares of the capital stock of the Corporation, such
series to be designated Series A Convertible Preferred Stock (the "Series A
Convertible Preferred Stock"), to consist of 1,250 shares, par value $1.00 per
share, of which the preferences and relative and other rights, and the
qualifications, limitations or restrictions thereof, shall be as set forth
below:

     1.    NUMBER OF SHARES OF SERIES A CONVERTIBLE PREFERRED STOCK. Of the
5,000,000 shares of authorized but unissued Preferred Stock, $1.00 par value
("Preferred Stock") of the Corporation, one thousand two hundred fifty (1,250)
shares shall be designated and known as Series A Convertible Preferred Stock,
par value $1.00 per share ("Series A Convertible Preferred Stock"). Seven
hundred fifty (750) of such shares shall be issued and outstanding on the date
(the "Original Issuance Date") this resolution is filed with the Hawaii
Department of Commerce and Consumer Affairs and is made part of the
Corporation's Articles of Incorporation or such later date as such shares are
issued and paid for pursuant to Section 2.1(a) of that certain Convertible
Preferred Shares and Warrant Purchase Agreement dated as of March 1, 1999 among
the Corporation and the other persons signatory thereto (the "Purchase
Agreement"). An additional five hundred (500) of such shares shall be issued and
outstanding on the date (the "Deferred Issuance Date") that such shares are
issued and paid for in accordance with Section 2.1(c) of the Purchase Agreement.

     2.    VOTING.

         (a) Unless required by law, no holder of any shares of Series A
Convertible Preferred Stock shall be entitled to vote at any meeting of
stockholders of the Corporation (or any written actions of stockholders in lieu
of meetings) with respect to any matters presented to the stockholders of the
Corporation for their action or consideration. Notwithstanding the foregoing,
the Corporation shall provide each holder of record of Series A Convertible
Preferred 

<PAGE>

Stock with timely notice of every meeting of stockholders of the Corporation 
and shall provide each holder with copies of all proxy materials distributed 
in connection therewith.

         (b) So long as shares of Series A Convertible Preferred Stock are 
outstanding, the Corporation shall not, without first obtaining the approval 
(by vote or written consent, as provided by the Hawaii General Corporation 
Law) of the holders of at least a majority in interest of the then 
outstanding shares of Series A Convertible Preferred Stock:

              (i)   alter or change the rights, preferences or privileges of 
the Series A Convertible Preferred Stock;

              (ii)  create any new class or series of capital stock having 
parity with or a preference over the Series A Convertible Preferred Stock as 
to distribution of assets upon liquidation, dissolution or winding up of the 
Corporation ("Senior Securities") or alter or change the rights, preferences 
or privileges of any Senior Securities so as to affect adversely the Series A 
Convertible Preferred Stock;

              (iii) increase the authorized number of shares of Series A 
Convertible Preferred Stock; or

              (iv)  do any act or thing not authorized or contemplated by this
resolution which would result in taxation of the holders of shares of the Series
A Convertible Preferred Stock under Section 305 of the Internal Revenue Code of
1986, as amended (or any comparable provision of the Internal Revenue Code as
hereafter from time to time amended).

         In the event holders of at least a majority in interest of the then 
outstanding shares of Series A Convertible Preferred Stock agree to allow the 
Corporation to alter or change the rights, preferences or privileges of the 
shares of Series A Convertible Preferred Stock, pursuant to subsection (b) 
above, so as to affect the Series A Convertible Preferred Stock, then the 
Corporation will deliver notice of such approved change to the holders of the 
Series A Convertible Preferred Stock that did not agree to such alteration or 
change (the "Dissenting Holders") and Dissenting Holders shall have the right 
for a period of thirty (30) days to convert any and all shares of then held 
Series A Convertible Preferred Stock pursuant to the terms of this 
Certificate of Designation as in effect prior to such alteration or change, 
or else to continue to hold their shares of Series A Convertible Preferred 
Stock.

     3.  DIVIDENDS.

         The holders of shares of Series A Convertible Preferred Stock shall 
be entitled to receive, before any cash dividend shall be declared and paid 
upon or set aside for the Common Stock in any fiscal year of the Corporation, 
out of funds legally available for that purpose, cumulative dividends payable 
in cash or Common Stock (at the sole election of the Corporation) in an 
amount per share for such fiscal year equal to $40.00. Such dividends shall 
be payable quarterly on May 31, August 31, November 30 and February 28 of 
each year. In the event that the Corporation shall elect to pay any such 
dividend payment in the form of Common Stock, such Common Stock shall be 
valued at the Market Price on the dividend payment date, as defined in 
Section 5 below.

<PAGE>

     4.   LIQUIDATION. If the Corporation shall commence a voluntary case 
under the Federal bankruptcy laws or any other applicable Federal or State 
bankruptcy, insolvency or similar law, or consent to the entry of an order 
for relief in an involuntary case under any law or to the appointment of a 
receiver, liquidator, assignee, custodian, trustee, sequestrator (or other 
similar official) of the Corporation or of any substantial part of its 
property, or make an assignment for the benefit of its creditors, or admit in 
writing its inability to pay its debts generally as they become due, or if a 
decree or order for relief in respect of the Corporation shall be entered by 
a court having jurisdiction in the premises in an involuntary case under the 
Federal bankruptcy laws or any other applicable Federal or State bankruptcy, 
insolvency or similar law resulting in the appointment of a receiver, 
liquidator, assignee, custodian, trustee, sequestrator (or other similar 
official) of the Corporation or of any substantial part of its property, or 
ordering the winding up or liquidation of its affairs, and any such decree or 
order shall be unstayed and in effect for a period of thirty (30) consecutive 
days and, on account of any such event, the Corporation shall liquidate, 
dissolve or wind up, or if the Corporation shall otherwise liquidate, 
dissolve or wind up (each such event being considered a "Liquidating Event"), 
no distribution shall be made to the holders of any shares of capital stock 
of the Corporation other than Senior Securities upon liquidation, dissolution 
or winding up unless prior thereto, the holders of shares of Series A 
Convertible Preferred Stock shall have received the Liquidation Preference 
(as defined in Section 4(c)) with respect to each share. If upon the 
occurrence of a Liquidation Event, the assets and funds available for 
distribution among the holders of the Series A Convertible Preferred Stock 
and holders of securities ranking pari passu as to preference upon 
liquidation with the Series A Convertible Preferred Stock shall be 
insufficient to permit the payment to such holders of the preferential 
amounts payable thereon, then the entire assets and funds of the Corporation 
legally available for distribution to the Series A Convertible Preferred 
Stock and such pari passu securities shall be distributed ratably among such 
shares in proportion to the ratio that that Liquidation Preference payable on 
each such share bears to the aggregate Liquidation Preference payable on all 
such shares.

         (a) At the option of each holder, the sale, conveyance of 
disposition of all or substantially all of the assets of the Corporation, the 
effectuation by the Corporation of a transaction or series or related 
transactions in which more than 50% of the voting power of the Corporation is 
disposed of, or the consolidation, merger or other business combination of 
the Corporation with or into any other person or persons when the Corporation 
is not the survivor shall be deemed to be a liquidation, dissolution or 
winding up of the Corporation pursuant to which the Corporation shall be 
required to distribute, upon consummation of and as a condition to such 
transaction an amount equal to the Liquidation Preference with respect to 
each outstanding share of Series A Convertible Preferred Stock held by such 
holder in accordance with and subject to the terms of this Section 4.

         (b) The Liquidation Preference shall be the Stated Value of $1,000 
per share of Series A Convertible Preferred Stock plus all accrued but unpaid 
dividends.

<PAGE>

     5.   OPTIONAL CONVERSION. The holders of shares of Series A Convertible
Preferred Stock shall have the following conversion rights:

         (a) RIGHT TO CONVERT; CONVERSION PRICE. Subject to the terms,
conditions, and restrictions of this Section 5, the holder of any shares of
Series A Convertible Preferred Stock shall have the right to convert each such
share of Series A Convertible Preferred Stock (except that upon any liquidation
of the Corporation, the right of conversion shall terminate at the close of
business on the business day fixed for payment of the amount distributable on
the Series A Convertible Preferred Stock) into an amount of shares of Common
Stock equal to the Stated Value of such share or shares of Series A Convertible
Preferred Stock divided by (i) the average of the three lowest closing bid
prices, as reported by Bloomberg L.P., on the principal market for the
Corporation's Common Stock based on trading volume (the "Principal Market")
during the period of 22 consecutive trading days ending with the last trading
day prior to the date of conversion (the "Conversion Date") (the "Market
Price"), after (ii) discounting the Market Price by 20% to determine the
conversion price (the "Conversion Price"); provided, however, that in no event
shall the Conversion Price be greater than $4.00 per share of Common Stock; and,
provided further, that until the Deferred Issuance Date, the Conversion Price
shall be $3.00 per share of Common Stock. To illustrate, following the Deferred
Issuance Date, if the Market Price as of the Conversion Date is $6.00 and 100
shares of Series A Convertible Preferred Stock are being converted, the Stated
Value for which would be $100,000, then the Conversion Price shall be $4.80 per
share of Common Stock ($6.00 x .80), whereupon the Stated Value of $100,000 of
Series A Convertible Preferred Stock would entitle the holder thereof to convert
the 100 shares of Series A Convertible Preferred Stock into 20,833 shares of
Common Stock ($100,000 divided by $4.80 equals 20,833). In addition, if the
Conversion Price on any Conversion Date is less than $4.00, then the Corporation
shall have the option, prior to receipt of a Conversion Notice from the holder
and upon prior written notice to the holder, to pay the holder in shares of
Common Stock as set forth above, or else in cash in an amount equal to (i) the
closing price (or closing ask price, if the closing price is not reported) on
the Principal Market on the day prior to the Conversion Date multiplied by (ii)
the number of shares of Common Stock which would otherwise be issuable to the
holder upon such conversion, or any combination of cash and Common Stock. If
notice of the Corporation's election to pay the holder in cash is not received
by the holder prior to the receipt by the Corporation of a Conversion Notice,
the Corporation shall pay the holder in shares of Common Stock. Unless the
Corporation shall have obtained the approval of its voting stockholders to such
issuance in accordance with the rules of the Principal Market, the Corporation
shall not issue shares of Common Stock upon conversion of any shares of Series A
Convertible Preferred Stock if such issuance of Common Stock, when added to the
number of shares of Common Stock previously issued by the Corporation upon
conversion of or as dividends on shares of the Series A Convertible Preferred
Stock together with any shares of Common Stock previously issued upon exercise
of the Stock Purchase Warrants issued by the Corporation on the Original
Issuance Date to the original purchasers of the Series A Convertible Preferred
Stock, would exceed 19.9% of the number of shares of the Corporation's Common
Stock which were issued and outstanding on the Original Issuance Date. The
Corporation covenants with the holders that it shall present such matter to a
meeting of its stockholders to be held no later than June 10, 1999, with the
recommendation of its Board of Directors that such proposal be approved. In the
event that the Corporation has not obtained 

<PAGE>

stockholder approval of such issuance by June 10, 1999 (or such later date as 
an issuance in excess of 19.9% would occur), the Corporation shall honor such 
conversion request (resulting in an issuance in excess of 19.9%) in cash in 
accordance with the next previous sentence, irrespective of the Conversion 
Price.

         (b) CONVERSION DATE. The holder of any shares of Series A 
Convertible Preferred Stock may convert: (i) until the Deferred Issuance 
Date, any or all of the outstanding shares of Series A Convertible Preferred 
Stock held by such holder; provided however, that any such conversion shall 
be at a Conversion Price of $3.00 per share; and (ii) after the Deferred 
Issuance Date and (A) within 90 days of the Original Issuance Date, 25% of 
the total amount of shares of Series A Convertible Preferred Stock purchased 
by such holder from the Corporation (or such greater amount as may have been 
converted pursuant to the immediately preceding clause (i)); provided 
however, that any such conversion made shall be at a Market Price no lower 
than the Market Price on the Original Issuance Date, and in no event at a 
Market Price lower than $3.00 per share; (B) within 120 days after the 
Original Issuance Date, 50% of the total amount of shares of Series A 
Convertible Preferred Stock purchased by such holder from the Corporation (or 
such greater amount as may have been converted pursuant to the immediately 
preceding clause (i)); (C) within 150 days after the Original Issuance Date, 
75% of the total amount of shares of Series A Convertible Preferred Stock 
purchased by such holder from the Corporation; and (D) within 180 days after 
the Original Issuance Date, 100% of the total amount of shares of Series A 
Convertible Preferred Stock purchased by such holder from the Corporation.

              (i) The holder shall not have the right, and the Company shall 
not have any obligation, to convert all or any portion of the Series A 
Convertible Preferred Stock if and to the extent that the issuance to the 
holder of Common Shares upon such conversion would result in the holder being 
deemed the "beneficial owner" of more than 9.9% of the then outstanding 
shares of Common Stock within the meaning of Section 13(d) of the Securities 
Exchange Act of 1934, as amended, and the rules promulgated thereunder. If 
any court of competent jurisdiction shall determine that the foregoing 
limitation is ineffective to prevent a holder from being deemed the 
beneficial owner of more than 9.9% of the then outstanding shares of Common 
Stock, then the Corporation shall redeem so many of such holder's shares of 
Series A Convertible Preferred Stock pursuant to Section 7(a) hereof as are 
necessary to cause such holder to be deemed the beneficial owner of not more 
than 9.9% of the then outstanding shares of Common Stock.

         (c) NOTICE OF CONVERSION. The right of conversion shall be exercised 
by the holder thereof by giving written notice (the "Conversion Notice") to 
the Corporation, by facsimile or by registered mail or overnight delivery 
service, with a copy by facsimile to the Corporation's then transfer agent 
for its Common Stock, as designated by the Corporation from time to time, 
that the holder elects to convert a specified number of shares of Series A 
Convertible Preferred Stock representing a specified Stated Value thereof 
into Common Stock and, if such conversion will result in the conversion of 
all of such holder's shares of Series A Convertible Preferred Stock, by 
surrender of a certificate or certificates for the shares so to be converted 
to the Corporation at its principal office (or such other office or agency of 
the Corporation as the Corporation may designate by notice in writing to the 
holders of the Series A Convertible Preferred Stock) at any time during its 
usual business hours on the date set forth in 

<PAGE>

the Conversion Notice, together with a statement of the name or names (with 
address) in which the certificate or certificates for shares of Common Stock 
shall be issued. The Conversion Notice shall include therein the Stated Value 
of shares of Series A Convertible Preferred Stock to be converted, and a 
calculation (i) of the Market Price, (ii) the Conversion Price, and (iii) the 
number of shares of Common Stock to be issued in connection with such 
conversion.

         (d) ISSUANCE OF CERTIFICATES; TIME CONVERSION EFFECTED. Promptly, 
but in no event more than three business days, after the receipt of the 
Conversion Notice referred to in Section 5(c) and surrender of the 
certificate or certificates for the share or shares of Series A Convertible 
Preferred Stock to be converted (if required), the Corporation shall issue 
and deliver, or cause to be issued and delivered, to the holder, registered 
in such name or names as such holder may direct, a certificate or 
certificates for the number of whole shares of Common Stock into which such 
shares of Series A Convertible Preferred Stock are converted. To the extent 
permitted by law, such conversion shall be deemed to have been effected on 
the date on which such Conversion Notice shall have been received by the 
Corporation and at the time specified in such Conversion Notice, which must 
be during the calendar day of such notice, and at such time the rights of the 
holder of such share or shares of Series A Convertible Preferred Stock shall 
cease, and the person or persons in whose name or names any certificate or 
certificates for shares of Common Stock shall be issuable upon such 
conversion shall be deemed to have become the holder or holders of record of 
the shares represented thereby. Issuance of shares of Common Stock issuable 
upon conversion which are requested to be registered in a name other than 
that of the registered holder shall be subject to compliance with all 
applicable federal and state securities laws.

              (i) The Corporation understands that a delay in the issuance of 
the shares of Common Stock beyond three business days could result in 
economic loss to the holder. As compensation to the holder for such loss, the 
Corporation agrees to pay late payments to the holder for late issuance of 
shares of Common Stock upon conversion in accordance with the following 
schedule (where "NO. BUSINESS DAYS LATE" is defined as the number of business 
days beyond three (3) business days from the date of receipt by the 
Corporation of the Conversion Notice):

<TABLE>
<CAPTION>
                                              Late Payment For Each
                                         $5,000 of Liquidation Preference
     No. Business Days Late                   Amount Being Converted
--------------------------------     -----------------------------------------
     <S>                                 <C>
               1                                       $100
               2                                       $200
               3                                       $300
               4                                       $400
               5                                       $500
               6                                       $600
               7                                       $700
               8                                       $800
               9                                       $900
              10                                     $1,000

</TABLE>

<PAGE>

<TABLE>
<CAPTION>
                                              Late Payment For Each
                                         $5,000 of Liquidation Preference
     No. Business Days Late                   Amount Being Converted
--------------------------------     -----------------------------------------
     <S>                               <C>
              >10                      $1,000 + $200 for each Business Day
                                               Late beyond 10 days

</TABLE>

The Corporation shall pay any payments incurred under this Section in 
immediately available funds upon demand. Nothing herein shall limit holder's 
right to pursue injunctive relief and/or actual damages for the Corporation's 
failure to issue and deliver Common Stock to the holder. Furthermore, in 
addition to any other remedies which may be available to the holder, in the 
event that the Corporation fails for any reason to effect delivery of such 
shares of Common Stock within five business days the date of receipt of the 
Conversion Notice, the holder will be entitled to revoke the relevant 
Conversion Notice by delivering a notice to such effect to the Corporation 
whereupon the Corporation and the holder shall each be restored to their 
respective positions immediately prior to delivery of such Conversion Notice.

              (ii) If, at any time (a) the Corporation challenges, disputes 
or denies the right of the holder to effect the conversion of the Series A 
Convertible Preferred Stock into Common Shares or otherwise dishonors or 
rejects any Conversion Notice delivered in accordance with this Section 5 or 
(b) any third party who is not and has never been an Affiliate (as defined in 
Rule 405 under the Securities Act of 1933, as amended) of the holder 
commences any lawsuit or proceeding or otherwise asserts any claim before any 
court or public or governmental authority which seeks to challenge, deny, 
enjoin, limit, modify, delay or dispute the right of the holder hereof to 
effect the conversion of the Series A Convertible Preferred Stock into Common 
Shares, then the holder shall have the right, by written notice to the 
Corporation, to require the Corporation to promptly redeem the Series A 
Convertible Preferred Stock for cash at a redemption price equal to one 
hundred twenty percent (120%) of the Stated Value thereof (the "Mandatory 
Purchase Amount"). Under any of the circumstances set forth above, the 
Corporation shall be responsible for the payment of all costs and expenses of 
the holder, including reasonable legal fees and expenses, as and when 
incurred in disputing any such action or pursuing its rights hereunder (in 
addition to any other rights of the holder).

              (iii) The holder shall be entitled to exercise its conversion 
privilege notwithstanding the commencement of any case under 11 U.S.C. 
Section 101 ET SEQ. (the "Bankruptcy Code"). In the event the Corporation is 
a debtor under the Bankruptcy Code, the Corporation hereby waives to the 
fullest extent permitted any rights to relief it may have under 11 U.S.C. 
Section 362 in respect of the holder's conversion privilege. The Corporation 
hereby waives to the fullest extent permitted any rights to relief it may 
have under 11 U.S.C. Section 362 in respect of the conversion of the Series A 
Convertible Preferred Stock. The Corporation agrees, without cost or expense 
the holder, to take or consent to any and all action necessary to effectuate 
relief under 11 U.S.C. Section 362.

         (e) FRACTIONAL SHARES. No fractional shares shall be issued upon
conversion of Series A Convertible Preferred Stock into Common Stock. All
fractional shares shall be rounded up to the nearest whole share.

<PAGE>

         (f) REORGANIZATION OR RECLASSIFICATION. If any capital 
reorganization or reclassification of the capital stock of the Corporation 
shall be effected in such a way that holders of Common Stock shall be 
entitled to receive stock, securities or assets with respect to or in 
exchange for Common Stock, or, in the case of any consolidation, merger or 
mandatory share exchange of the Corporation into any other company, then, as 
a condition of such reorganization, reclassification or exchange, lawful and 
adequate provisions shall be made whereby each holder of a share or shares of 
Series A Convertible Preferred Stock shall thereupon have the right to 
receive, upon the basis and upon the terms and conditions specified herein 
and in lieu of the shares of Common Stock immediately theretofore receivable 
upon the conversion of such share or shares of Series A Convertible Preferred 
Stock, such shares of stock, securities or assets as may be issued or payable 
with respect to or in exchange for a number of outstanding shares of such 
Common Stock equal to the number of shares of such Common Stock immediately 
theretofore receivable upon such conversion had such reorganization, 
reclassification or exchange not taken place, and in any such case 
appropriate provisions shall be made with respect to the rights and interests 
of such holder to the end that the provisions hereof (including without 
limitation provisions for adjustments of the conversion rights) shall 
thereafter be applicable, as nearly as may be, in relation to any shares of 
stock, securities or assets thereafter deliverable upon the exercise of such 
conversion rights.

         (g) ADJUSTMENTS FOR SPLITS, COMBINATIONS, ETC. The Conversion Price 
and the number of shares of Common Stock into which the Series A Convertible 
Preferred Stock shall be convertible shall be adjusted for stock splits, 
stock dividends, combinations or other similar events. No adjustment to the 
Conversion Price will be made for dividends (other than stock dividends), if 
any, paid on the Common Stock or for securities issued pursuant to exercise 
for fair value of options, warrants or restricted stock.

     6.   MANDATORY CONVERSION.

         (a) MANDATORY CONVERSION DATE. If on or after March 1, 2001 (such 
date as selected by the Corporation being the "Mandatory Conversion Date"), 
there remain issued and outstanding any shares of Series A Convertible 
Preferred Stock, then the Corporation shall be entitled to require all (but 
not less than all) holders of shares of Series A Convertible Preferred Stock 
then outstanding to convert their shares of Series A Convertible Preferred 
Stock into shares of Common Stock or, at the option of the Corporation, to 
buy out all such holders in cash, at the then effective Conversion Price 
pursuant to Section 5(a). The Corporation shall provide written notice (the 
"Mandatory Conversion Notice") to the holders of shares of Series A 
Convertible Preferred Stock of such mandatory conversion or such mandatory 
buy-out. The Mandatory Conversion Notice shall include (i) the Stated Value 
of the shares of Series A Convertible Preferred Stock to be converted or 
bought out, (ii) the Conversion Price at the Mandatory Conversion Date, and 
(iii) the number of shares of the Corporation's Common Stock to be issued (or 
the amount of cash to be paid in the event of a buy-out) upon such mandatory 
conversion or such mandatory buy-out at the then applicable Conversion Price. 
Notwithstanding the foregoing, in no event shall the Corporation convert that 
portion of the Series A Convertible Preferred Stock to the extent that the 
issuance of Common Stock upon the conversion of such Series A Convertible 
Preferred Stock, when combined with shares of Common Stock received upon 
other conversions of Series A Convertible Preferred Stock by such holder and 
any other holders of Series A Convertible Preferred Stock or upon exercise of 
the Stock Purchase Warrants 

<PAGE>

referred to in Section 5(a), would exceed 19.9% of the Common Stock 
outstanding on the Original Issuance Date (unless stockholder approval has 
been obtained as described in Section 5(a)), or as to any individual holder, 
make such holder the beneficial owner of 9.9% or more of the Company's 
then-outstanding Common Stock.

         (b) SURRENDER OF CERTIFICATES. On or before the Mandatory Conversion 
Date, each holder of shares of Series A Convertible Preferred Stock shall 
surrender his or its certificate or certificates for all such shares to the 
Corporation at the place designated in such Mandatory Conversion Notice (or 
an affidavit of lost certificate in form and content reasonably satisfactory 
to the Corporation), and shall thereafter receive certificates for the number 
of shares of Common Stock to which such holder is entitled or, in the event 
of a buy-out by the Corporation, the amount of cash such holder is entitled 
within three business days. On the Mandatory Conversion Date, all rights with 
respect to the Series A Convertible Preferred Stock so converted, including 
the rights, if any, to receive notices and vote, will terminate. All 
certificates evidencing shares of Series A Convertible Preferred Stock that 
are required to be surrendered for conversion in accordance with the 
provisions hereof, from and after the Mandatory Conversion Date, shall be 
deemed to have been retired and cancelled, notwithstanding the failure of the 
holder or holders thereof to surrender such certificates on or prior to such 
date. The Corporation may thereafter take such appropriate action as may be 
necessary to reduce the authorized Series A Convertible Preferred Stock 
accordingly.

     7.   REDEMPTION OF SERIES A CONVERTIBLE PREFERRED STOCK.

         (a) RIGHT TO REDEEM SERIES A CONVERTIBLE PREFERRED STOCK. At any 
time, and from time to time, so long as the Market Price on the date of the 
Redemption Notice does not exceed 150% of the Market Price on the Original 
Issuance Date, the Corporation may, in its sole discretion, but shall not be 
obligated to, redeem, in whole or in part, the then issued and outstanding 
shares of Series A Convertible Preferred Stock, at a price equal to (i) 110% 
of the Stated Value, plus all accrued but unpaid dividends, if the Redemption 
Date is within 122 days of the Original Issuance Date; (ii) 115% of the 
Stated Value, plus all accrued but unpaid dividends, if the Redemption Date 
is more than 122 days but less than or equal to 244 days from the Original 
Issuance Date; and (iii) 120% of the Stated Value, plus all accrued but 
unpaid dividends, if the Redemption Date is more than 244 days from the 
Original Issuance Date.

         (b) NOTICE OF REDEMPTION. The Corporation shall provide each holder 
of record of the Series A Convertible Preferred Stock being redeemed with 
written notice of redemption (the "Redemption Notice") not less than 10 days 
prior to any date stipulated by the Corporation for the redemption of the 
Series A Convertible Preferred Stock (the "Redemption Date"). The Redemption 
Notice shall contain (i) the Redemption Date, (ii) the number of shares of 
Series A Convertible Preferred Stock to be redeemed from the holder to whom 
the Redemption Notice is delivered, (iii) instructions for surrender to the 
Corporation of the certificate or certificates representing the shares of 
Series A Convertible Preferred Stock to be redeemed, and (iv) a procedure for 
the holder to specify the number of shares of Series A Convertible Preferred 
Stock to be converted into Common Stock pursuant to Section 5, subject to the 
limitation set forth in Section 7(c).

<PAGE>

         (c) RIGHT TO CONVERT SERIES A CONVERTIBLE PREFERRED STOCK UPON 
RECEIPT OF REDEMPTION NOTICE. Upon receipt of the Redemption Notice, the 
recipient thereof shall have the option, at its sole election, to specify 
what portion of the Series A Convertible Preferred Stock called for 
redemption in the Redemption Notice shall be redeemed as provided in this 
Section 7 or converted into Common Stock in the manner provided in Section 5 
and limited to those shares which would otherwise be convertible pursuant to 
Section 5(b). If the holder of the Series A Convertible Preferred Stock 
called for redemption elects to convert any of such shares then eligible for 
conversion, then such conversion shall take place on the Conversion Date 
specified by the holder, but in no event after the Redemption Date, in 
accordance with the terms of Section 5.

         (d) SURRENDER OF CERTIFICATES; PAYMENT OF REDEMPTION PRICE. On or 
before the Redemption Date, each holder of the shares of Series A Convertible 
Preferred Stock to be redeemed shall surrender the required certificate or 
certificates representing such shares to the Corporation, in the manner and 
at the place designated in the Redemption Notice, and upon payment to the 
holder of the Redemption Price, each such surrendered certificate shall be 
cancelled and retired. If payment of such redemption price is not made in 
full by the Redemption Date the Holder shall again have the right to convert 
the Series A Convertible Preferred Stock as provided in Section 5 hereof. If 
a certificate is surrendered and all the shares evidenced thereby are not 
being redeemed, the Corporation shall issue new certificates to be registered 
in the names of the person(s) whose name(s) appear(s) as the owners on the 
respective surrendered certificates and deliver such certificate to such 
person(s).

     8.   NOTICES. In case at any time:

         (a) the Corporation shall declare any dividend upon its Common Stock 
payable in cash or stock or make any other pro rata distribution to the 
holders of its Common Stock; or

         (b) the Corporation shall offer for subscription pro rata to the 
holders of its Common Stock any additional shares of stock of any class or 
other rights; or

         (c) there shall be any capital reorganization or reclassification of 
the capital stock of the Corporation, or a consolidation or merger of the 
Corporation with or into, or a sale of all or substantially all its assets 
to, another entity or entities; or

         (d) there shall be a voluntary or involuntary dissolution, 
liquidation or winding up of the Corporation;

then, in any one or more of said cases, the Corporation shall give, by first 
class mail, postage prepaid, or by telex or facsimile or by recognized 
overnight delivery service to non-U.S. residents, addressed to each holder of 
any shares of Series A Convertible Preferred Stock at the address of such 
holder as shown on the books of the Corporation, (i) at least five (5) 
business days' prior written notice of the date on which the books of the 
Corporation shall close or a record shall be taken for such dividend, 
distribution or subscription rights or for determining rights to vote in 
respect of any such reorganization, reclassification, consolidation, merger, 
sale, dissolution, liquidation or winding up and (ii) in the case of any such 
reorganization,


<PAGE>

reclassification, consolidation, merger, sale, dissolution, liquidation or 
winding up, at least five (5) business days' prior written notice of the date 
when the same shall take place. Such notice in accordance with the foregoing 
clause (i) shall also specify, in the case of any such dividend, distribution 
or subscription rights, the date on which the holders of Common Stock shall 
be entitled thereto and (ii) shall also specify the date on which the holders 
of Common Stock shall be entitled to exchange their Common Stock for 
securities or other property deliverable upon such reorganization, 
reclassification, consolidation, merger, sale, dissolution, liquidation or 
winding up, as the case may be.

     9.   STOCK TO BE RESERVED. The Corporation, upon the effective date of 
this resolution, has a sufficient number of shares of Common Stock available 
to reserve for issuance upon the conversion of all outstanding shares of 
Series A Convertible Preferred Stock. The Corporation will at all times 
reserve and keep available out of its authorized Common Stock, solely for the 
purpose of issuance upon the conversion of Series A Convertible Preferred 
Stock as herein provided, such number of shares of Common Stock as shall then 
be issuable upon the conversion of all outstanding shares of Series A 
Convertible Preferred. The Corporation covenants that all shares of Common 
Stock which shall be so issued shall be duly and validly issued, fully paid 
and non-assessable. The Corporation will take all such action as may be so 
taken without violation of any applicable law or regulation, or of any 
requirement of any national securities exchange upon which the Common Stock 
may be listed to have a sufficient number of authorized but unissued shares 
of Common Stock to issue upon conversion of the Series A Convertible 
Preferred Stock. The Corporation will not take any action which results in 
any adjustment of the conversion rights if the total number of shares of 
Common Stock issued and issuable after such action upon conversion of the 
Series A Convertible Preferred Stock would exceed the total number of shares 
of Common Stock then authorized by the Corporation's Articles of 
Incorporation, as amended.

     10.  NO REISSUANCE OF SERIES A CONVERTIBLE PREFERRED STOCK. Shares of 
Series A Convertible Preferred Stock which are converted into shares of 
Common Stock as provided herein shall not be reissued.

     11.  ISSUE TAX. The issuance of certificates for shares of Common Stock 
upon conversion of Series A Convertible Preferred Stock shall be made without 
charge to the holder for any United States issuance tax in respect thereof, 
provided that the Corporation shall not be required to pay any tax which may 
be payable in respect of any transfer involved in the issuance and delivery 
of any certificate in a name other than that of the holder of the Series A 
Convertible Preferred Stock which is being converted.

     12.  CLOSING OF BOOKS. The Corporation will at no time close its 
transfer books against the transfer of any Series A Convertible Preferred 
Stock or of any shares of Common Stock issued or issuable upon the conversion 
of any shares of Series A Convertible Preferred Stock in any manner which 
interferes with the timely conversion of such Series A Convertible Preferred 
Stock, except as may otherwise be required to comply with applicable 
securities laws.

<PAGE>

     13.  DEFINITIONS. As used in this resolution, the term "Common Stock" 
shall mean and include the Corporation's authorized Common Stock, no par 
value, as constituted on the date of filing of this resolution, and shall 
also include any capital stock of any class of the Corporation thereafter 
authorized which shall neither be limited to a fixed sum or percentage of par 
value in respect of the rights of the holders thereof to participate in 
dividends nor entitled to a preference in the distribution of assets upon the 
voluntary or involuntary liquidation, dissolution or winding up of the 
Corporation; provided that the shares of Common Stock receivable upon 
conversion of shares of Series A Convertible Preferred Stock shall include 
only shares designated as Common Stock of the Corporation on the date of 
filing of this resolution, or in case of any reorganization, 
reclassification, or stock split of the outstanding shares thereof, the 
stock, securities or assets provided for in Subparagraph 5(f) and (g). Any 
capitalized terms used in this resolution but not defined herein shall have 
the meanings assigned to them in the Purchase Agreement. A copy of the 
Purchase Agreement will be provided to any stockholder of the Corporation 
upon request to the Secretary of the Corporation, without charge.

     14.  LOSS, THEFT, DESTRUCTION OF PREFERRED STOCK. Upon receipt of 
evidence satisfactory to the Corporation of the loss, theft, destruction or 
mutilation of certificates representing shares of Series A Convertible 
Preferred Stock and, in the case of any such loss, theft or destruction, upon 
receipt of indemnity or security reasonably satisfactory to the Corporation, 
or, in the case of any such mutilation, upon surrender and cancellation of 
the Series A Convertible Preferred Stock certificate, the Corporation shall 
make, issue and deliver, in lieu of such lost, stolen, destroyed or mutilated 
certificates for Series A Convertible Preferred Stock, new certificates for 
Series A Convertible Preferred Stock of like tenor. The Series A Convertible 
Preferred Stock shall be held and owned upon the express condition that the 
provisions of this Section 14 are exclusive with respect to the replacement 
of mutilated, destroyed, lost or stolen shares of Series A Preferred Stock 
and shall preclude any and all other rights and remedies notwithstanding any 
law or statue existing or hereafter enacted to the contrary with respect to 
the replacement of negotiable instruments or other securities without the 
surrender thereof.

     15.  WHO DEEMED ABSOLUTE OWNER. The Corporation may deem the person in 
whose name the Series A Convertible Preferred Stock shall be registered upon 
the registry books of the Corporation to be, and may treat it as, the 
absolute owner of the Series A Convertible Preferred Stock for the purpose of 
conversion of the Series A Convertible Preferred Stock and for all other 
purposes, and the Corporation shall not be affected by any notice to the 
contrary. All such payments and such conversion shall be valid and effectual 
to satisfy and discharge the liability upon the Series A Convertible 
Preferred Stock to the extent of the sum or sums so paid or the conversion so 
made.

     16.  REGISTER. The Corporation shall maintain a transfer agent, which 
may be the transfer agent for the Common Stock, for the registration of the 
Series A Convertible Preferred Stock. Upon any transfer of the Series A 
Convertible Preferred Stock in accordance with the provisions hereof, the 
Corporation shall register or cause the transfer agent to register such 
transfer on the Series A Convertible Preferred Stock register.

<PAGE>

     17.  WITHHOLDING. To the extent required by applicable law, the 
Corporation may withhold amounts for or on account of any taxes imposed or 
levied by or on behalf of any taxing authority in the United States having 
jurisdiction over the Corporation from any payments made pursuant to the 
Series A Convertible Preferred Stock.

     18.  HEADINGS. The headings of the Sections of this resolution are 
inserted for convenience only and do not constitute a part of this resolution.

<PAGE>

     IN WITNESS WHEREOF, the undersigned have executed this Unanimous Written
Consent as of the date first above written.

                                                 -------------------------------
                                                 Marcus Bender

                                                 -------------------------------
                                                 Brian Barbata

                                                 -------------------------------
                                                 Michael Chagami

                                                 -------------------------------
                                                 Keijiro Sorimachi

<PAGE>

Nonrefundable Filing Fee: $50.00                                DOMESTIC PROFIT
                                                              General Amendment
Submit Original and
One True Copy
                                    STATE OF HAWAII
                      DEPARTMENT OF COMMERCE AND CONSUMER AFFAIRS
                            Business Registration Division
                                1010 Richards Street
                 Mailing Address: P.O. Box 40, Honolulu, Hawaii  96810

                               ARTICLES OF AMENDMENT
                    (Section 415-61, Hawaii Revised Statutes)

PLEASE TYPE OR PRINT LEGIBLY IN BLACK INK

     The undersigned, duly authorized officers of the corporation submitting
these Articles of Amendment, certify as follows:

1.  The name of the corporation is:
      HAWAIIAN NATURAL WATER COMPANY, INC.
    ---------------------------------------------------------------------------

2.  The Amendment(s) adopted are attached to these Articles of Amendment
    (see page 2).

3.  The total number of shares outstanding is: 1,599,212 common, 0 preferred
                                               --------------------------------

4.  If adoption of the amendment(s) was at a meeting, complete the following:
       
       The meeting of the shareholders was held on ____________________________
                                                    (Month      Day       Year)

-------------------------------------------------------------------------------
Class/Series         Number of Shares Voting          Number of Shares Voting
                        For Amendment                    Against Amendment
-------------------------------------------------------------------------------

-------------------------------------------------------------------------------

5.  If adoption of the amendment(s) was by unanimous consent, complete the
    following:

    By written consent dated February 3, 1997
                             ----------------
                             (Month  Day Year)
    the shareholders unanimously adopted the amendment(s).

6.  If the amendment(s) provides for any exchange, reclassification, or 
    cancellation of issued shares, attach a statement describing the manner in
    which the exchange, reclassification, or cancellation shall be effected.
         Not applicable
    ---------------------------------------------------------------------------

We certify under the penalties of Section 415-136, Hawaii Revised Statutes, 
that we have read the above statements, and that the same are true and 
correct.

Witness our hands this 4th day of February, 1997

    Marcus I. Bender, President           Tate Robinson, Vice President
     (Type/Print Name & Title)              (Type/Print Name & Title)

    /s/ Marcus I. Bender                  /s/ Tate Robinson
    ---------------------                  --------------------
    (Signature of Officer)                (Signature of Officer)

Signatures must be in black ink.
Articles must be signed by two individuals who are officers of the 
corporation.

               (See Reverse Side For Instructions)

<PAGE>

                    ATTACHMENT TO ARTICLES OF AMENDMENT

                                    of

                    HAWAIIAN NATURAL WATER COMPANY, INC.



     1.  ARTICLE IX of the Articles of Incorporation is hereby amended and 
restated in its entirety as follows:

     (a)  The corporation shall indemnify any person who was or is a party or 
     is threatened to be made a party to any proceeding (other than an action 
     by or in the right of the corporation) if that person is or was a 
     director, officer, employee or other agent of the corporation 
     (individually and/or collectively referred to as "agent"), against 
     expenses, judgments, fines, settlement, and other amounts actually and 
     reasonably incurred in connection with the proceeding if the person 
     acted in good faith and in a manner the person reasonably believed to be 
     in or not opposed to the best interests of the corporation, and, with 
     respect to any criminal proceeding, and no reasonable cause to believe 
     the conduct of the person was unlawful. The termination of any 
     proceeding by judgment, order, settlement, conviction, or upon a plea of 
     nolo contendere or its equivalent, shall not, of itself, create a 
     presumption that the person did not act in good faith and in a manner 
     which the person reasonably believed to be in or not opposed to the best 
     interests of the corporation, or that the person had reasonable cause to 
     believe that the person's conduct was unlawful.

     (b)  The corporation shall indemnify any person who was or is a party or 
     is threatened to be made a party to any threatened, pending, or 
     completed action by or in the right of the corporation to procure a 
     judgment in its favor because that person is or was an agent of the 
     corporation, against expenses actually and reasonably incurred by the 
     person in connection with the defense or settlement of the action if the 
     person acted in good faith and in a manner the person reasonably 
     believed to be in or not opposed to the best interests of the 
     corporation; except that no indemnification shall be made in respect of 
     any claim, issue, or matter as to which the person shall have been 
     adjudged to be liable for negligence or misconduct in the performance of 
     the person's duty to the corporation unless and only to the extent the 
     court in which the action or suit was brought shall determine upon 
     application that, despite the adjudication of liability but in view of 
     all

<PAGE>

     circumstances of the case, the person is fairly and reasonably entitled 
     to indemnity for such expenses as the court deems proper.

     (c)  To the extent that an agent has been successful on the merits or 
     otherwise in defense of any proceeding referred to in subsection (a) or 
     (b), or in defending any claim, issue, or matter therein, the agent 
     shall be indemnified by the corporation against expenses actually and 
     reasonably incurred by the agent in connection therewith.

     (d)  Any indemnification under subsection (a) or (b) shall be made by 
     the corporation only as authorized in the specific case upon a 
     determination that indemnification of the agent is proper in the 
     circumstances because the agent has met the applicable standard of 
     conduct set forth in subsection (a) or (b). The determination shall be 
     made (1) by the Board of Directors by a majority vote of a quorum 
     consisting of directors who were not parties to the proceeding, or (2) 
     if a quorum is not obtainable, by independent legal counsel in a 
     written opinion, or (3) by the stockholders, or (4) by the court in 
     which the proceeding is or was pending upon application made by the 
     corporation or the agent or the attorney or other person rendering 
     services in connection with the defense, whether or not the application 
     by the agent, attorney, or other person is opposed by the corporation.

     (e)  Expenses incurred in defending any proceeding may be paid by the 
     corporation in advance of the final disposition of the proceeding upon 
     receipt of an undertaking by or on behalf of an agent of the corporation 
     to repay such amount unless it shall ultimately be determined that the 
     agent is entitled to be indemnified by the corporation as authorized in 
     this Article.

     (f)  The indemnification provided by this Article shall not be deemed 
     exclusive of any other rights to which those indemnified may be entitled 
     under the By-Laws, or any agreement, vote of stockholders, or 
     disinterested directors or otherwise, both as to action in a person's 
     official capacity and as to action in another capacity while holding 
     such office, and shall continue as to a person who has ceased to be an 
     agent and shall inure to the benefit of the heirs and personal 
     representatives of such a person.

     (g)  The corporation shall have the power to purchase and maintain 
     insurance on behalf of any agent of the

                                       2
<PAGE>

     corporation, against any liability asserted against or incurred by the 
     agent of the corporation in any such capacity or arising out of the 
     agent's status as such, whether or not the corporation would have the 
     power to indemnify the agent against such liability under this Article. 
     Any such insurance may be procured from any insurance company designated 
     by the Board of Directors, including any insurance company in which the 
     corporation shall have an equity or other interest, through stock 
     ownership or otherwise.

     2.  The following shall be added as Article XI of the Articles of 
Incorporation:

     (a)  No director of the corporation shall bear personal liability in any 
     action brought by the stockholders or the corporation for monetary 
     damages for a breach of fiduciary duty as a director, provided, however, 
     that the corporation shall not have the power to eliminate or limit the 
     personal liability of a director:

          (1)  For any breach of the director's duty of loyalty to the 
               corporation or its stockholders;

          (2)  For any act or omission of the director not performed in good 
               faith, or which involves intentional misconduct or knowing 
               violation of law, or which constitutes a wilful or reckless 
               disregard of the director's fiduciary duty;

          (3)  For the director's wilful or negligent violation of any 
               provision of the Hawaii Business Corporation Act regarding 
               payment of dividends or stock purchase or redemption; or

          (4)  For any transaction from which the director received an 
               improper benefit.

                                       3
<PAGE>

                                    STATE OF HAWAII
                      DEPARTMENT OF COMMERCE AND CONSUMER AFFAIRS
                            Business Registration Division
                                1010 Richards Street
                 Mailing Address: P.O. Box 40, Honolulu, Hawaii  96810

                                                         ----------------------
                                                         DEPARTMENT OF COMMERCE
                                                           AND CONSUMER AFFAIRS
                                                                STATE OF HAWAII
                                                                       FILED ON
                                                               October 10, 1996
                                                         ----------------------
                                               AMD 00045917  2-10/18/96  100.00
                                               B23 00045918  2-10/18/96   10.75
                                               811 00045919  2-10/18/96    3.00

                               ARTICLES OF AMENDMENT
                    (Section 415-61, Hawaii Revised Statutes)

PLEASE TYPE OR PRINT LEGIBLY IN BLACK INK

     The undersigned, duly authorized officers of the corporation submitting
these Articles of Amendment, certify as follows:

1.  The name of the corporation is:
      HAWAIIAN NATURAL WATER COMPANY, INC.

2.  The Amendment(s) adopted are attached to these Articles of Amendment
    (see page 2).

3.  The total number of shares outstanding is: 1,599,212 common, 0 preferred

4.  If adoption of the amendment(s) was at a meeting, complete the following:
       
       The meeting of the shareholders was held on ____________________________
                                                    (Month      Day       Year)

-------------------------------------------------------------------------------
Class/Series         Number of Shares Voting          Number of Shares Voting
                        For Amendment                    Against Amendment
-------------------------------------------------------------------------------

-------------------------------------------------------------------------------

5.  If adoption of the amendment(s) was by unanimous consent, complete the
    following:

    By written consent dated October 10, 1996
                             ----------------
                             (Month  Day Year)
    the shareholders unanimously adopted the amendment(s).

6.  If the amendment(s) provides for any exchange, reclassification, or 
    cancellation of issued shares, attach a statement describing the manner in
    which the exchange, reclassification, or cancellation shall be effected.
         See attached

We certify under the penalties of Section 415-136, Hawaii Revised Statutes, 
that we have read the above statements, and that the same are true and 
correct.

Witness our hands this 10th day of October, 1996

    Marcus I. Bender, President           Tate Robinson, Vice President
     (Type/Print Name & Title)              (Type/Print Name & Title)

    /s/ Marcus I. Bender                  /s/ Tate Robinson
    ---------------------                  --------------------
    (Signature of Officer)                (Signature of Officer)

Signatures must be in black ink.
Articles must be signed by two individuals who are officers of the 
corporation.

               (See Reverse Side For Instructions)

<PAGE>

                       ATTACHMENT TO ARTICLES OF AMENDMENT
                                      of
                       HAWAIIAN NATURAL WATER COMPANY, INC.

     1.  ARTICLE IV, Section 1 of the Articles of Incorporation is hereby 
amended and restated in its entirety as follows:

     "SECTION 1.  Authorized Stock.  The amount of authorized capital stock 
of the corporation shall be TWENTY MILLION (20,000,000) shares of common 
stock, no par value, and FIVE MILLION (5,000,000) shares of preferred stock 
at the par value of One Dollar ($1.00) per share. The corporation shall have 
the privilege of hereafter extending or increasing the authorized capital 
stock, from time to time, and to issue shares accordingly. The Board of 
Directors shall have authority to divide any or all of the classes of 
preferred stock into series and fix and determine the relative rights and 
preferences of said shares of any series.

     2.  ARTICLE IV, Section 2 of the Articles of Incorporation is hereby 
deleted in its entirety.

     3.  ARTICLE IV, Section 3 of the Articles of Incorporation is hereby 
deleted in its entirety.

     3.  ARTICLE XI of the Articles of Incorporation is hereby deleted in its 
entirety.

<PAGE>

                       ATTACHMENT TO ARTICLES OF AMENDMENT
                                      of
                       HAWAIIAN NATURAL WATER COMPANY, INC.

     6.  Immediately preceding the adoption and approval of the proposed 
amendments to the Articles of Incorporation, the issued and outstanding Three 
Hundred Fifty (350) shares of convertible preferred stock at a par value of 
Six Hundred Sixty Six and 67/100 Dollars ($666.67) (the "Convertible 
Preferred Stock") was converted to an aggregate Three Hundred Eighty-Nine 
Thousand (389,000) shares of common stock.

     Accordingly, Article IV, Section 1 has been amended to delete the 
reference to the authorized Five Hundred (500) shares of Convertible 
Preferred Stock, and Article IV, Sections 2 and 3 have been deleted in their 
entirety to confirm that the rights and preferences related to the 
Convertible Preferred Stock have been eliminated.

<PAGE>

                                    STATE OF HAWAII
                      DEPARTMENT OF COMMERCE AND CONSUMER AFFAIRS
                            Business Registration Division
                                1010 Richards Street
                 Mailing Address: P.O. Box 40, Honolulu, Hawaii  96810

                                                         ----------------------
                                                         DEPARTMENT OF COMMERCE
                                                           AND CONSUMER AFFAIRS
                                                                STATE OF HAWAII
                                                                       FILED ON
                                                                  July 30, 1996
                                                         ----------------------

                                              [Three columns illegible numbers]

                               ARTICLES OF AMENDMENT
                    (Section 415-61, Hawaii Revised Statutes)

PLEASE TYPE OR PRINT LEGIBLY IN BLACK INK

     The undersigned, duly authorized officers of the corporation submitting
these Articles of Amendment, certify as follows:

1.  The name of the corporation is:
      HAWAIIAN NATURAL WATER COMPANY, INC.

2.  The Amendment(s) adopted are attached to these Articles of Amendment
    (see page 2)

3.  The total number of shares outstanding is: Common 1,000 Shares - 
    Preferred 500 Shares

4.  If adoption of the amendment(s) was at a meeting, complete the following:
       
       The meeting of the shareholders was held on June 5, 1996
                                                 (Month  Day  Year)

-------------------------------------------------------------------------------
Class/Series         Number of Shares Voting          Number of Shares Voting
                        For Amendment                    Against Amendment
-------------------------------------------------------------------------------
Common                 1,000 Shares                       - 0 -
Preferred                350 Shares                       - 0 -
-------------------------------------------------------------------------------

5.  If adoption of the amendment(s) was by unanimous consent, complete the
    following:

    By written consent dated
                             ----------------
                             (Month  Day Year)
    the shareholders unanimously adopted the amendment(s).

6.  If the amendment(s) provides for any exchange, reclassification, or 
    cancellation of issued shares, attach a statement describing the manner in
    which the exchange, reclassification, or cancellation shall be effected.
         No change

We certify under the penalties of Section 415-136, Hawaii Revised Statutes, 
that we have read the above statements, and that the same are true and 
correct.

Witness our hands this 25th day of June, 1996.

    Marcus Bender, President           Tate Robinson, Vice President
     (Type/Print Name & Title)              (Type/Print Name & Title)

    /s/ Marcus Bender                      /s/ Tate Robinson
    ---------------------                  --------------------
    (Signature of Officer)                (Signature of Officer)

Signatures must be in black ink.
Articles must be signed by two individuals who are officers of the 
corporation.

               (See Reverse Side For Instructions)

<PAGE>

                       ATTACHMENT TO ARTICLES OF AMENDMENT
                                      of
                       HAWAIIAN NATURAL WATER COMPANY, INC.
                                 (Corporate Name)

Fill in applicable blank(s) and insert text of the amendment.

Article IV, Section 1, Sentence 1, Paragraph __, is amended to read as 
follows:

The amount of authorized capital stock of the corporation shall be 20,000,000 
shares of common stock, no par value and 500 shares of preferred stock at the 
par value of Six Hundred Sixty-six and 67/100 Dollars ($667.67) per share.

<PAGE>

               IN THE DEPARTMENT OF COMMERCE AND CONSUMER AFFAIRS
                                    OF THE
                               STATE OF HAWAII

                                           AR1   00034672    2-9/22/94   90.00

In the Matter of the Incorporation     )
                                       )
                 of                    )
                                       )
HAWAIIAN NATURAL WATER COMPANY, INC.   )
                                       )
---------------------------------------)

---------------------------------------
             RECEIVED
            SEP 13 1994
              3:50 PM
Dept. of Commerce & Consumer Affairs
          STATE OF HAWAII
---------------------------------------
96863 01

                            ARTICLES OF INCORPORATION
                                       OF
                        HAWAIIAN NATURAL WATER COMPANY, INC.


ROBERT L. SMITH 2109
Attorney at Law, A Law Corporation
Kuakini Plaza South, Suite 200
77-6400 Nalani Street
Kailua-Kona, Hawaii  96740
Telephone:  329-3511

Attorney for Incorporators
<PAGE>

                                                        ----------------------
                                                        DEPARTMENT OF COMMERCE
                                                          AND CONSUMER AFFAIRS
                                                               STATE OF HAWAII
                                                                      FILED ON
                                                            September 13, 1994
                                                        ----------------------

KNOW ALL MEN BY THESE PRESENTS:

     That the undersigned, desiring to become incorporated as a corporation 
under and in accordance with the laws of the State of Hawaii and to obtain 
the benefits conferred by said laws upon incorporation, do hereby mutually 
agree upon and enter into the following Articles of Incorporation, the terms 
whereof shall be equally obligatory upon the parties hereto as well as upon 
all other persons who from time to time may be stockholders in the 
corporation:

                                      ARTICLE I

     The name of the corporation shall be HAWAIIAN NATURAL WATER COMPANY, INC.

                                     ARTICLE II

     The place of the principal office of the corporation shall be 4747 
Kilauea Avenue, Suite 213, Honolulu, Hawaii.  Upon incorporation the mailing 
address will be 4747 Kilauea Avenue, Suite 213, Honolulu, Hawaii 96816.  
There may be such subordinate or branch offices in such place or places 
within or without said State as may be deemed necessary or requisite by the 
Board of Directors to transact the business of the corporation.  Such branch 
or subordinate offices shall be under the supervision of such person or 
persons as may be appointed by the Board of Directors.
<PAGE>

                                   ARTICLE III

     Section 1.  The purposes for which this corporation is organized are the 
following:

     (a)  To extract, package and wholesale and/or distribute water for 
domestic and international sale and consumption.

     (b)  To lease and improve real property and well facilities in the State 
of Hawaii or elsewhere:

     (c)  To transact any other lawful business for which corporations may be 
incorporated under Chapter 415 of the Hawaii Revised Statutes, as amended, in 
its corporate capacity, in a partnership status, as part of a joint venture 
or in any other capacity.

     Section 2.  And in furtherance of said purposes, the corporation shall 
have all powers, rights, privileges and immunities, and shall be subject to 
all of the liabilities conferred or imposed by law upon corporations of this 
nature, and shall be subject to and have all the benefits of all general laws 
with respect to corporations.

     The corporation has all powers necessary or proper to carry on its 
business, that is to say:

     (a)  To have succession by its corporate name in perpetuity; to sue and 
be sued in any court; to make and use a common seal and to alter the same at 
its pleasure; to hold, purchase and convey such property as the purposes of 
the corporation shall require, without limit as to amount and to mortgage the 
same to secure any debt of the corporation; to appoint such subordinate 
officers or

                                      -2-
<PAGE>

agents as the business of the corporation shall require; to make and adopt 
and from time to time amend or repeal bylaws not inconsistent with any 
existing law for the management of its properties, the election and removal 
of its officers, the regulation of its affairs and the transfer of its stock 
and for all other purposes permitted by law;

     (b)  To borrow money or otherwise incur indebtedness with or without 
security and to secure any indebtedness by deed of trust, mortgage, pledge, 
hypothecation or other lien upon all or any part of the real or personal 
property of the corporation and to execute bonds, promissory notes, bills of 
exchange, debentures or other obligations or evidences of indebtedness of all 
kinds, whether secured or unsecured, and to owe debts in an amount which may 
at any time be in excess of its capital stock;

     (c)  To purchase on commission or otherwise subscribe for, hold, own, 
sell on commission or otherwise, acquire or dispose of and generally to deal 
in stocks, scripts, bonds, notes, debentures, commercial papers, obligations 
and securities, including, so far as permitted by law, its own issued shares 
of capital stock or other securities, and also any other securities, or 
evidences of indebtedness whatsoever, or any interest therein, and while the 
owner of the same to exercise all the rights, powers and privileges of 
ownership;

     (d)  To draw, make, accept, endorse, assign, discount, execute and issue 
all such bills of exchange, bills of lading, promissory notes warrants and 
other instruments to be assignable, negotiable

                                      -3-
<PAGE>

or transferable by delivery or to order, or otherwise, as the business of the 
corporation shall acquire;

     (e)  To lend and advance money or to give credit, with or without 
security, to such persons, firms or corporations, and on such terms as may be 
thought fit; and if with security, then upon mortgages, deeds of trust, 
pledges or other hypothecation of interest therein or thereto;

     (f)  To aid in any manner any corporation of which any of the bonds or 
other securities or evidences of indebtedness or stock are held by this 
corporation, and to do any acts or things to preserve, protect, improve or 
enhance the value of any such bonds or other securities or evidences of 
indebtedness or stock, including specifically the right and power to enter 
into and take the management of any business enterprise of any kind or 
nature, and, while so managing any such business, to do the acts and things 
incidental or necessary thereto;

     (g)  To enter into partnership contracts (as a general partner or as a 
limited partner) with any other person or persons (natural or corporate), to 
enter into agreements of joint venture with any such natural or corporate 
person or persons, and to enter into and perform contracts, undertakings and 
obligations of every kind and character to the same extent as if this 
corporation were a natural person;

     (h)  To promote, assist, subscribe or contribute to any association, 
organization, society, company, institution or object, charitable or 
otherwise, calculated to benefit the corporation or

                                      -4-
<PAGE>

any persons in its employ or having dealings with the corporation, or deemed 
to be for the common or public welfare;

     (i)  To become a party to and effect a merger or consolidation with 
another corporation or other corporations, and to enter into agreements and 
relationships not in contravention of laws with any persons, firms or 
corporations;
 
     (j)  To become surety for or guarantee any dividends, bonds, stocks, 
contracts, debts, or other obligations, or undertakings of any other person, 
firm or corporation, and to convey, transfer or assign, by way of pledge or 
mortgage, all or any of the corporation's property or rights, both present 
and future, at such terms and conditions as the corporation may determine; and

     (k)  To do all or any of the above things in any part of the world, 
directly or indirectly, and as principal, agent, factor, contractor or 
otherwise, and by or through trustees, agents or otherwise, and either alone 
or in conjunction with others.

     Section 3.  The enumeration herein of the objects and purposes of this 
corporation shall be construed as powers as well as objects and purposes and 
shall be liberally construed both as to purposes and power and shall not be 
deemed to exclude by inference any powers, objects or purposes which this 
corporation is or may be empowered to exercise, whether expressly by force of 
law now or hereafter in effect, or impliedly by the reasonable construction 
of any law.
                                   ARTICLE IV

                                      -5-


<PAGE>

     SECTION 1.  The amount of authorized capital stock of the corporation 
shall be ONE THOUSAND (1,000) shares of common stock, no par value and FIVE 
HUNDRED (500) shares of preferred stock at the par value of Six Hundred 
Sixty-Six and 67/100 Dollars ($666.67) per share.  The corporation shall have 
the privilege of hereafter extending or increasing the authorized capital 
stock, from time to time, and to issue shares thereof accordingly, which 
increase may be divided into common shares and preferred shares in such 
proportions as the common shareholders of this corporation may decide.

     A statement of the preferences, privileges, and restrictions granted to 
or imposed upon the respective classes of shares or the holders thereof is as 
follows:

     SECTION 2.  Voting Rights.  The holders of common shares and preferred 
shares issued and outstanding, except where otherwise provided by law or by 
these Articles of Incorporation, shall have and possess the right to notice 
of shareholders' meetings and the equal voting rights and powers.

     Subject to all of the rights of the preferred shares, dividends may be 
paid on the common shares, as and when declared by the Board of Directors, 
out of any funds of this Corporation legally available for the payment of 
such dividends only after payment of dividend to preferred shareholders.

     SECTION 3.  Preferred Shares.  The terms of the preferred shares of the 
corporation shall be as follows:

     (a)  Dividends.  The holders of preferred shares shall be

                                      -6-
<PAGE>

entitled to receive out of any funds of this corporation at the time legally 
available for the declaration of dividends, dividends at the rate of eight 
percent (8%) per annum of the par value thereof, and no more, payable in cash 
annually, or at such intervals as the Board of Directors may from time to 
time determine, when and as declared by the Board of Directors.  Dividends on 
the preferred shares first issued shall accrue from the date of issuance of 
such shares, and dividends on all preferred shares thereafter issued, if any, 
shall accrue from the day following the last day of the period for which 
dividends have already been paid on outstanding preferred shares.  Dividends 
on all issued and outstanding preferred shares shall accrue from day to day, 
whether or not earned or declared.  Such dividends shall be payable before 
any dividends shall be declared or paid upon or set apart for the common 
shares, and shall be cumulative, so that if in any year or years after the 
first year dividends upon the outstanding preferred shares at the rate of 
eight percent (8%) per annum of the par value thereof shall not have been 
paid thereon or declared and set apart therefor, the amount of the deficiency 
shall be fully paid or declared and set apart for payment, but without 
interest, before any distribution, whether by way of dividend or otherwise, 
shall be declared or paid upon, or set apart for, the common shares.

     (b)  Liquidation.  In the event of a voluntary liquidation, dissolution, 
or winding up of this corporation, the holders of preferred share shall be 
entitled to receive out of the assets of

                                      -7-
<PAGE>

this corporation, whether such assets are capital or surplus of any nature, 
an amount equal to 100 percent (100%) of the par value of such preferred 
shares, and, in addition to such amount, a further amount equal to the 
dividends unpaid and accumulated thereon, as provided in paragraph (a) of this 
Section, to the date of such distribution, whether earned or declared or not, 
and no more, before any payment shall be made or any assets distributed to 
the holders of common shares.

     In the event of an involuntary liquidation, dissolution, or winding up 
of this corporation, the holders of the preferred shares shall be entitled to 
receive, out of the assets of this corporation, whether such assets are 
capital or surplus of any nature, an amount equal to 100 percent (100%) of 
the par value of such preferred shares and a further amount equal to the 
dividends unpaid and accumulated thereon as provided in paragraph (a) of this 
Section to the date of such distribution, whether earned or declared or not, 
and no more, before any payment shall be made or any assets distributed to 
the holders of common shares.

     If upon such liquidation, dissolution, or winding up, whether voluntary 
or involuntary, the assets thus distributed among the holders of the 
preferred shares shall be insufficient to permit the payment to such 
shareholders of the full preferential amounts, then the entire assets of this 
corporation to be distributed shall be distributed ratably among the holders 
of the preferred shares.

     In the event of any liquidation, dissolution, or winding up of this 
corporation, whether voluntary or involuntary, subject to

                                      -8-
<PAGE>

all of the preferential rights of the holders of preferred shares on 
distribution or otherwise, the holders of common shares shall be entitled to 
receive, ratably, all of the remaining assets of this corporation.

     A consolidation or merger of this corporation with or into any other 
corporation or corporations shall not be deemed to be a liquidation, 
dissolution, or winding up, within the meaning of this clause.

     (c)  Conversion.  At the end of three (3) years from the date of 
issuance thereof all preferred stock shall automatically convert, share for 
share, to common stock of no par value, with all of the same rights and 
privileges that pertain to the initial common stock of the corporation.  In 
the event that at the time of conversion any dividends on the preferred 
shares have accumulated and remain unpaid such unpaid dividends shall 
constitute a debt of the corporation to the holder of such preferred stock 
which debt will be evidenced by the issuance by the corporation of a 
promissory note in the amount of such unpaid dividend.

     Any of all of the preferred shareholders may at their option elect to 
convert their preferred stock to common stock prior to the expiration of 
three (3) years from the date of issuance thereof.

     The names of the initial subscribers for shares, the number of shares 
subscribed for by each subscriber, the subscription price for the share 
subscribed for by each subscriber, and the amount of the capital paid in cash 
by each subscriber are as follows:

                                      -9-
<PAGE>

<TABLE>
<CAPTION>
                               NUMBER AND            SUBSCRIPTION        
                               TYPE OF SHARES        PRICE FOR THE       AMOUNT OF       
NAMES OF THE                   SUBSCRIBED            SHARES SUB-         CAPITAL PAID    
SUBSCRIBERS                    FOR BY EACH           SCRIBED FOR BY      IN CASH BY      
FOR SHARE                      SUBSCRIBER            EACH SUBSCRIBER     EACH SUBSCRIBER 
--------                       ----------            ---------------     ---------------
<S>                            <C>                   <C>                 <C>

HAWAII BREWERY                  500 Common             $  1,000.00         $  1,000.00
DEVELOPMENT CO.,
INC., a Hawaii
corporation


LEX BRODIE'S COMMERCIAL         150 Preferred          $ 100,000.50        $100,000.50
TIRE CO., INC.
a Hawaii corporation

HSC, INC.,                      200 Preferred          $ 133,334.00        $133,334.00
a Hawaii
corporation

</TABLE>


                                    ARTICLE V

    SECTION 1. The officers of the corporation shall consist of a president, 
one or more vice-presidents as may be prescribed by the bylaws, a secretary 
and a treasurer, each of whom shall be elected or appointed by the Board of 
Directors at such time and in such manner as may be prescribed by the bylaws. 
Such other officers and assistant officers and agents as may be deemed 
necessary may be elected or appointed by the Board of Directors or chosen in 
such other manner as may be prescribed by the by-laws. Any two or more 
offices may be held by the same person.

    All officers and agents of the corporation, as between themselves and the 
corporation, shall have such authority and perform such duties in the 
management of the corporation as may be provided in the by-laws, or as may be 
determined by resolution of

                                     -10-
<PAGE>

the Board of Directors not inconsistent with the bylaws.

    SECTION 2. There shall be a Board of Directors of not less than four (4) 
members. The number of directors may be increased from time to time by the 
bylaws. The directors shall be elected or appointed and any vacancies at any 
time occurring in the Board of Directors shall be filled by the stockholders 
or the Board of Directors in such manner and for such terms as the bylaws may 
prescribe. The bylaws also may provide for the election or appointment of 
alternate or substitute directors and their powers and duties.

    SECTION 3. The following persons are the first officers and directors of 
the corporation:

<TABLE>
<CAPTION>


Name and Office              Residence Address             Mailing Address
---------------              -----------------             ---------------
<S>                          <C>                           <C>

Richard Henderson            110 Waianuenue Ave.           110 Waianuenue Ave. 
Director                     Hilo, HI 96720                Hilo, HI 96720      

Brian Barbata                1221 Mokulua Drive            1221 Mokulua Drive 
Secretary/Treas.             Kailua, HI 96734              Kailua, HI 96734   
Director

Marcus I. Bender             2592 Makiki Heights Dr.       2592 Makiki Heights Dr.  
President/Director           Honolulu, HI 96822            Honolulu, HI 96822       

John Mayo                    701 Queen St.                 701 Queen St.        
Director                     Honolulu, HI 96813            Honolulu, HI 96813   
 
Tate Robinson                4233 Keanu Street, #4         4233 Keanu Street, #4   
Vice-President               Honolulu, HI 96816            Honolulu, HI 96816      
of Operations

</TABLE>

    SECTION 4.  All the powers and authority of the corporation shall be 
vested in and may be exercised by the Board of Directors except as otherwise 
provided by law, these Articles of

                                     -11-
<PAGE>

Incorporation or any by-laws of the corporation; and in furtherance and not 
in limitation of said general powers, the Board of Directors shall have 
power: To acquire and dispose of property; to appoint a general manager, 
branch managers and such other managers, officers or agents of the 
corporation as in its judgment the business thereof may require, and to 
confer upon and to delegate to them by power of attorney or otherwise such 
power and authority as it shall determine; to fix the salaries or 
compensation of any or all of its officers, agents and employees and in its 
discretion require the security of any of them for the faithful performance 
of any of their duties; to declare dividends in accordance with law when it 
shall deem it expedient; to make rules and regulations not inconsistent with 
law or these Articles of Incorporation or the bylaws for the transaction of 
business; to instruct the officers or agents of the corporation with respect 
thereto and to authorize the voting of stock of other corporations owned or 
held by this corporation; to incur indebtedness as may be deemed necessary, 
which indebtedness may exceed the amount of the corporation's capital stock; 
to create such committee (including an executive committee) and to designate 
as members of such committees such persons as it shall determine, and to 
confer upon such committees such powers and authority as may by resolution be 
set forth for the purpose of carrying on or exercising any of the powers of 
the corporation; to create and set aside reserve funds for any purpose, and 
to invest any funds of the corporation in such securities or other property 
as to it may seem proper; to remove or suspend any

                                     -12-
<PAGE>

officer; and, generally, to do any and every lawful act necessary or proper 
to carry into effect the powers, purposes and objects of the corporation.

                                  ARTICLE VI

    The corporation shall have succession by its corporate name in perpetuity 
and shall have all the powers now or which may hereinafter be provided by law 
for incorporated companies.

                                  ARTICLE VII

    Service of legal process may be made upon the corporation in the manner 
provided by law.

                                  ARTICLE VIII

    No stockholder shall be liable for the debts of the corporation beyond 
the amount which may be due or unpaid upon any share or shares of stock of 
the corporation owned by him; except as agreed to by all of the shareholders.

                                  ARTICLE IX

    Each director or officer, or former director or officer of this 
corporation, and his legal representatives, shall be indemnified by the 
corporation against liabilities, expenses, counsel fees and costs reasonably 
incurred by him or his estate in connection with, or arising out of, any 
action, suit, proceeding or claim in which he is made a party by reason of 
his being or having

                                     -13-
<PAGE>

been such a director or officer; and any person who, at the request of this 
corporation, serves as director or officer of another corporation in which 
this corporation owned corporate stock, and his legal representative, shall 
in like manner be indemnified by this corporation; provided, that in neither 
case shall the corporation indemnify such director or officer with respect to 
any matter as to which he shall be finally adjudged liable for negligence or 
misconduct in the performance of his duty to the corporation unless and only 
to the extent that the Court in which such action or suit was brought shall 
determine upon application that, despite the adjudication of liability but in 
view of all circumstances of the case, such person is fairly and reasonably 
entitled to indemnity for such expenses which such Court shall deem proper, 
and shall further be indemnified as to any compromise or settlement of any 
such action, suit or proceeding or claim asserted against such director or 
officer (including expenses, counsel fees and costs reasonably incurred in 
connection therewith), provided the Board of Directors shall have first 
approved such proposed compromise settlement and determined the officer or 
director involved was not guilty of negligence or misconduct; but, in taking 
such action, any director involved shall not be qualified to vote thereon, 
and if for this reason a quorum of the Board cannot be obtained to vote on 
such matter, it shall be determined by a committee of three (3) persons 
appointed by the shareholders at a duly called special meeting or a regular 
meeting. In determining whether or not a director or officer was guilty of 
negligence or

                                      -14-

<PAGE>

misconduct in relation to any such matter, the Board of Directors or 
committee appointed by the shareholders, as the case may be, may rely 
conclusively upon an opinion of independent counsel selected by such Board or 
Committee. The right to indemnification herein provided shall not be 
exclusive of any other right to which such director or officer may be 
lawfully entitled.

                                   ARTICLE X

    No holder of shares of this corporation shall be entitled as of right to 
subscribe for, purchase or receive any part of any new or additional issue of 
stock of any class, whether now or hereafter authorized, or of any bonds, 
debentures, or other securities convertible into stock of any class; and all 
such additional shares of stock, bonds, debentures or other securities 
convertible into stock may be issued and disposed of by the Board of 
Directors to such person or persons  and on such terms and for such 
consideration (so far as may be permitted by law) as the Board of Directors, 
in their absolute discretion, may deem advisable.

                                  ARTICLE XI

    Before there can be a valid sale or transfer of any of the stock of the 
corporation by the holder thereof, other than a record holder of stock, or to 
the corporation, the said holder of such stock to be sold or transferred, 
whether said stock be owned outright or held as security, must have a written 
bona fide offer to purchase said stock, signed by some party not a record 
holder of

                                     -15-

<PAGE>

stock of the corporation who is ready and able to purchase said stock, and 
said holder desiring to sell shall give notice in writing to the corporation 
and to each of the remaining holders of stock of the corporation of his 
desire to sell or transfer the same, which said notice shall set forth fully 
the price, terms and conditions of said written bona fide offer to purchase, 
the name of the person desiring to purchase and the reply address of the 
holder desiring to sell, and said written notice shall be sent by registered 
mail to the corporation at its registered office and to each of the said 
remaining record holders of stock at his last known address (the names and 
last known addresses of the remaining record holders of stock will be given 
to said holder desiring to sell upon the corporation's receipt of this 
written request therefor) and the corporation shall have the exclusive right 
for a period of sixty (60) days from the receipt by the corporation of said 
written notice within which to elect to purchase said stock to be sold at the 
same price and upon the same terms and conditions as those contained in said 
written bona fide offer of stock, and shall have the right to verify the bona 
fides of any such offer to purchase by contacting the person desiring to 
purchase said stock and obtaining any reasonable documentation of said offer 
to purchase, and the holder desiring to sell said stock shall cooperate fully 
in accomplishing these inquiries upon the written request of the corporation 
or any of the remaining record holders of stock; PROVIDED, HOWEVER, that the 
corporation upon electing to purchase said stock being offered for sale 
shall, within sixty (60)


                                     -16-

<PAGE>

days from the receipt of the above-mentioned written notice by the 
corporation, mail, by registered mail, to said holder desiring to sell, at 
his reply address, written notice of such election to purchase; and PROVIDED, 
FURTHER, that if the corporation does not elect to purchase said stock being 
offered for sale, then the said remaining record holders of stock shall have 
the exclusive right for the period of thirty (30) days beginning with the day 
after the date of expiration of the longest exclusive right theretofore given 
to any of the said remaining record holders to elect to purchase all of said 
stock to be sold at the same price and upon the same terms and conditions as 
those contained in said bona fide offer of purchase; and PROVIDED, FURTHER, 
that in the event that more than one of said remaining record holders of 
stock so elect to purchase stock being offered for sale, then the record 
holders of stock so electing to purchase said stock shall have the right to 
purchase and shall take the proportions of said stock being offered for sale 
which the number of shares of stock of the corporation owned by those so 
electing to purchase respectively bears to the total number of shares of 
stock owned by all those remaining holders of stock so electing to purchase 
that the remaining record holders of stock within the aforesaid thirty (30) 
day exclusive period shall mail, by registered mail, to said holder desiring 
to sell at his reply address, written notice of such election to purchase; 
and PROVIDED, FURTHER, that if none of said remaining record holders of stock 
of the corporation nor the corporation so elects to purchase said stock being 
offered for sale, then said holder of stock

                                     -17-

<PAGE>

desiring to sell may accept the above-mentioned written bona fide offer to 
purchase and make a valid sale and transfer of said stock being offered for 
sale, upon the terms and conditions contained in said written bona fide 
offer, to said offeror and no other.

    Notwithstanding any of the provisions herein contained, the corporation 
shall have the right to purchase, in accordance with the laws of the State of 
Hawaii, now or hereafter in effect, shares of stock of the corporation.

     I CERTIFY UNDER THE PENALTIES OF SECTION 415-136, HAWAII REVISED 
STATUTES, THAT I HAVE READ THE ABOVE STATEMENTS AND THE SAME ARE TRUE AND 
CORRECT.

IN WITNESS WHEREOF, the undersigned have set their hands on this 13th day of 
September, 1994.

                                       /s/  Marcus Bender
                                       ------------------