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                                                                     EXHIBIT 4.5


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

                                  MARCH 3, 2000

         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 B
         Convertible Preferred Stock (the "Series B Preferred"), to consist of
         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; RANKING. The number of shares constituting the Series B
Preferred shall be 250. Such number of shares may be increased or decreased, at
any time and from time to time, by resolution of the Board of Directors;
provided that no decrease shall reduce the number of shares of Series B
Preferred to a number less than that of the shares then outstanding. The Series
B Preferred Stock shall rank on a parity with the Common Stock and junior to the
Series A Convertible Preferred Stock of the Corporation (the "Series A
Preferred"), with respect to the payment of dividends and shall rank senior to
the Common Stock and junior to the Series A Preferred with respect to the
distribution of assets upon liquidation, dissolution or winding up of the
Corporation (each, a "Liquidation").

2.       DIVIDENDS.

(a) The holders of the then outstanding Series B Preferred shall be entitled to
receive, when, as and if declared by the Board of Directors, out of any funds
legally available therefor, dividends at a rate per share equal to the
Conversion Ratio (as defined in Section 4(a) below) multiplied by the aggregate
per share amount of all cash dividends, and the aggregate per share amount
(payable in kind) of all non-cash dividends or other distributions, other than a
dividend payable in shares of

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Common Stock or a subdivision of the outstanding shares of Common Stock (by
reclassification or otherwise), declared on the Common Stock. Except as provided
above in this Section 2(a), the holders of the Series B Preferred shall not be
entitled to receive any dividends thereon.

          (b)  The Corporation shall declare a dividend or distribution on the
Series B Preferred as provided in Section 2(a) above at the same time as it
declares a dividend or distribution on the Common Stock (other than a dividend
payable in shares of Common Stock), if any, and such dividend shall be paid
concurrently with the payment of the corresponding dividend on the Common Stock.
Dividends shall be paid to the holders of record of the shares of Series B
Preferred as they appear on the stock register of the Corporation on such record
date as shall be fixed by the Board of Directors, which record date shall not be
more than sixty (60) days nor less than ten (10) days prior to the date fixed
for the payment thereof.

          (c)  Unless all dividends previously declared but unpaid on the Series
B Preferred shall have been paid in full or a sum sufficient for the payment
thereof set apart, no shares of Common Stock, or any other class or series of
stock ranking junior to the Series B Preferred upon Liquidation, shall be
purchased, redeemed or acquired by the Corporation, and no funds shall be paid
into or set aside or made available for a sinking fund for the purchase,
redemption, or acquisition thereof.

     3.   LIQUIDATION RIGHTS.

          (a)  In the event of any Liquidation, whether voluntary or
involuntary, the holders of the Series B Preferred then outstanding shall be
entitled to be paid out of the assets of the Corporation available for
distribution to its shareholders, after payment or declaration and setting apart
for payment of all amounts to which the holders of any class or series of
Preferred Stock of the Corporation ranking senior to the Series B Preferred upon
Liquidation may be entitled, but before any payment or declaration and setting
apart for payment of any amount shall be made in respect of the Common Stock or
any class or series of Preferred Stock of the Corporation ranking junior to the
Series B Preferred upon Liquidation, an amount equal to $1000.00 per share, plus
all previously declared and unpaid dividends thereon, and no more. If upon any
Liquidation, whether voluntary or involuntary, the assets to be distributed to
the holders of the Series B Preferred and any other class or series of Preferred
Stock ranking on a parity with the Series B Preferred upon Liquidation shall be
insufficient to permit the payment to such shareholders of the full preferential
amounts to which they are entitled, then the holders of the Series B Preferred
shall be entitled to receive that portion of the total assets of the Corporation
available for distribution to the holders of the Series B Preferred and such
other class or series of Preferred Stock (the "Available Amount") equal to the
Available Amount multiplied by a fraction, the numerator of which shall be the
aggregate preferential payment to which the holders of the Series B Preferred
are entitled upon Liquidation and the denominator of which shall be the
aggregate preferential payment to which the holders of the Series B Preferred
and all such other classes or series of Preferred Stock are entitled upon
Liquidation.

          (b) The holders of the Series B Preferred shall not be entitled to
share in any assets of the Corporation remaining after payment to the holders of
the Series B Preferred of the full preferential amounts to which they are
entitled as provided in Section 3(a) above.


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          (c)  The voluntary sale, conveyance, lease, exchange or transfer of
all or substantially all of the property or assets of the Corporation, or the
merger or consolidation of the Corporation into or with any other corporation,
or the merger of any other corporation into the Corporation, or any purchase or
redemption of some or all of the shares of any class or series of stock of the
Corporation, shall not be deemed to be a Liquidation of the Corporation for the
purpose of this Section 3 (unless in connection therewith the Liquidation of the
Corporation is specifically approved).

     4.   CONVERSION.

          (a)  The holder of any share of Series B Preferred shall have the
right, at such holder's option at any time to convert such share into 1000 fully
paid and non-assessable shares of Common Stock, subject to adjustment as set
forth below (as so adjusted, the "Conversion Ratio").

               (i)  In case the Corporation shall hereafter (A) pay a dividend
or make a distribution on its Common Stock in shares of Common Stock, (B)
subdivide its outstanding shares of Common Stock into a greater number of
shares, or (C) combine its outstanding shares of Common Stock into a smaller
number of shares, the Conversion Ratio in effect immediately after such action
shall be equal to the Conversion Ratio in effect immediately prior to such
action multiplied by a fraction, the numerator of which shall be the number of
shares of Common Stock outstanding after giving effect to such action and the
denominator of which shall be the number of shares of Common Stock outstanding
prior to giving effect to such action.

               (ii) In case the Corporation shall hereafter issue by
reclassification of its Common Stock any shares of capital stock of the
Corporation, the holder of any share of Series B Preferred shall thereafter be
entitled to convert such share of Series B Preferred into the same kind and
number of shares of capital stock of the Corporation as such holder would have
owned immediately following such action had he converted such share of Series B
Preferred immediately prior thereto. In case, as a result of an adjustment made
pursuant to this Section 4(a)(ii), the holder of any shares of Series B
Preferred shall become entitled to receive upon conversion of the Series B
Preferred any shares of the Corporation other than shares of Common Stock,
thereafter the Conversion Ratio with respect to such other shares so receivable
upon the conversion of Series B Preferred shall be subject to readjustment from
time to time in a manner and on terms as nearly equivalent as practicable to the
provisions with respect to Common Stock contained herein.

               (iii) An adjustment made pursuant to this Section 4(a) above
shall become effective as of the record date in the case of a dividend or
distribution and shall become effective as of the effective date in the case of
a subdivision, combination or reclassification.

               (iv) Whenever the Conversion Ratio is adjusted as herein
provided, the Corporation shall promptly mail to each holder of shares of Series
B Preferred, at his last address as the same appears on the books of the
Corporation, a notice setting forth the Conversion Ratio after such adjustment
and setting forth a brief statement of the facts requiring such adjustment and
the manner of computing the same.

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          (b)  In order to convert any shares of Series B Preferred, the
holder thereof shall surrender such shares, accompanied by instruments of
transfer satisfactory to the Corporation and sufficient to transfer such shares
to the Corporation, and shall give written notice to the Corporation that such
holder elects to convert such shares. Such notice shall also state the name or
names, together with address or addresses, in which the certificate or
certificates for shares of Common Stock (or other capital stock) which shall be
issuable upon such conversion shall be issued. As promptly as practicable after
the surrender of such shares of Series B Preferred as aforesaid, the Corporation
shall issue and deliver to such holder, or on his written order, a certificate
or certificates for the number of full shares of Common Stock (or other capital
stock) issuable upon the conversion of such shares in accordance with the
provisions hereof; and any fractional interest in respect of a share of Common
Stock (or other capital stock) arising upon such conversion shall be settled as
provided in Section 7 below. Balance certificates will be issued for the
remaining shares of Series B Preferred in any case in which fewer than all of
the shares of Series B Preferred represented by a certificate are converted.
Each conversion shall be deemed to have been effected immediately prior to the
close of business on the date on which shares of Series B Preferred shall have
been so surrendered and such notice received by the Corporation as aforesaid,
and the person or persons in whose name or names any certificate or certificates
for shares of Common Stock (or other capital stock) shall be issuable upon such
conversion shall be deemed to have become the holder or holders of record of the
Common Stock (or other capital stock) represented thereby at such time, unless
the stock transfer books of the Corporation shall be closed on the date on which
shares of Series B Preferred are so surrendered for conversion, in which event
such conversion shall be deemed to have been effected immediately prior to the
close of business on the next succeeding day on which such stock transfer books
are open, and such person or persons shall be deemed to have become such holder
or holders of record of the Common Stock (or other capital stock) at the close
of business on such later day. In either case, such conversion shall be based
upon the Conversion Ratio in effect on the date on which such shares shall have
been surrendered and such notice received by the Corporation.

          (c)  The Corporation shall pay any and all documentary stamp or
similar issue or transfer taxes payable in respect of the issue or delivery of
shares of Common Stock (or other capital stock) upon conversion of shares of
Series B Preferred pursuant hereto; provided, however, that the Corporation
shall not be required to pay any tax which may be payable in respect of any
transfer involved in the issue or delivery of shares of Common Stock (or other
such capital stock) in a name other than that of the holder of the shares of
Series B Preferred to be converted, and no such issue or delivery shall be made
unless and until the person requesting such issue or delivery has paid to the
Corporation the amount of any such tax or has established, to the satisfaction
of the Corporation, that such tax has been paid.

          (d)  Notwithstanding any other provision in this Section 4 to the
contrary, in case of any consolidation or merger to which the Corporation is a
party other than a merger or consolidation in which the Corporation is the
surviving corporation, or in case of any sale or conveyance to another
corporation of all or substantially all of the assets of the Corporation, or in
the case of any statutory exchange of securities with another corporation
(including any exchange effected in connection with a merger of a third
corporation into the Corporation) , there shall be no adjustments of the
Conversion Ratio, but each holder of a share of Series B Preferred


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then outstanding shall have the right thereafter to convert such share into the
kind and amount of securities, cash or other property which such holder would
have owned or have been entitled to receive immediately after such
consolidation, merger, statutory exchange, sale or conveyance had such share of
Series B Preferred been converted immediately prior to the effective date of
such consolidation, merger, statutory exchange, sale or conveyance and, in any
case, if necessary, appropriate adjustment shall be made in the application of
the provisions set forth herein with respect to the rights and interests
thereafter of the holders of the Series B Preferred so that the provisions set
forth herein shall thereafter correspondingly be made applicable, as nearly as
practicable, in relation to any shares of stock or other securities or property
thereafter deliverable upon conversion of such shares. The Corporation shall
notify each holder of Series B Preferred of any such adjustment in the manner
set forth in Section 4(a)(iv) above. The above provisions shall similarly apply
to successive consolidations, mergers statutory exchanges, sales or conveyances.

     5.   VOTING RIGHTS.

          (a)  Unless required by law, no holder of Series B Preferred shall be
entitled to vote at any meeting of stockholders of the Corporation (or any
written consents of the stockholders in lieu of meetings) with respect to any
matters presented the stockholders of the Corporation for their action or
consideration. Notwithstanding the foregoing, the Corporation shall provide each
holder of Series B Preferred with timely notice of each meeting of stockholders
(or written consent in lieu thereof) and shall provide each holder with copies
of all proxy materials distributed in connection therewith.

          (b)  So long as any shares of Series B Preferred are outstanding, the
Corporation shall not, without first obtaining the approval of the holders of at
least a majority of the then outstanding shares of Series B Preferred, voting
separately as a series, (i) amend, alter or repeal any of the rights,
preferences or privileges of the Series B Preferred so as to adversely affect
the Series B Preferred, or (ii) create any new class or series of capital stock
ranking on a parity with or senior to the Series B Preferred upon Liquidation.

          (c)  In addition to the foregoing, the holders of the Series B
Preferred shall also be entitled to vote as a separate series on any matter with
respect to which they are entitled to vote as provided by law or by resolution
of the Board of Directors. Any such matter shall require the approval of the
holders of at least a majority of the then outstanding shares of Series B
Preferred, or such greater percentage as may be required by law or by resolution
of the Board of Directors.

     6.   REDEMPTION.

          (a)  The Series B Preferred shall be mandatorily redeemable, solely
at the election of the holder, in the event that the Market Price (as
hereinafter defined) of the Corporation's Common Stock on the first anniversary
of the date of issuance of the shares to be redeemed (the "Anniversary Date") is
less than $1.50 per share (appropriately adjusted for any stock dividends, stock
splits, recapitalizations and the like occurring after the date hereof). The
redemption price for the shares of Series B Preferred to be redeemed shall be
$1,500 per share,


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payable, at the option of the holder, either in cash or in Common Stock of the
Corporation, valued at the Market Price thereof on the Anniversary Date.

          (b) In order to exercise redemption rights hereunder, the holder shall

deliver to the Corporation, within 90 days following the Anniversary Date, a
written notice of redemption (the "Redemption Notice") specifying: (i) the
number of shares of Series B Preferred to be redeemed, and (ii) whether the
redemption price is to be paid in cash or shares of Common Stock. Within 30 days
following receipt of the Redemption Notice, the Corporation shall pay the holder
the redemption price for the shares of Series B Preferred covered by the
Redemption Notice, upon surrender to the Corporation of the stock certificate(s)
representing such shares.

          (c)  For purposes hereof, the term "Market Price" of the
Corporation's Common Stock on any given determination date means the average
closing sales price (or the average of the closing bid and asked price, in the
event that no closing sales price is quoted) for the Common Stock during a
period of ten consecutive trading days ending immediately prior to the
applicable date of determination on the then principal trading market in the
United States on which the Common Stock is quoted (currently the OTC Bulletin
Board).

     7. FRACTIONAL SHARES. In the event the holder of Series B Preferred shall
be entitled to receive a fractional interest in a share of Series B Preferred or
a fractional interest in a share of Common Stock (or other capital stock),
except as otherwise provided herein, the Corporation shall either, in the sole
discretion of the Board of Directors, (i) round such fractional interest up to
the next whole share of Series B Preferred or Common Stock (or other capital
stock), as the case may be, (ii) issue a fractional share of such stock, (iii)
deliver cash in the amount of the fair market value of such fractional interest,
or (iv) issue scrip representing a fractional share of such stock entitling the
holder to receive a full share of such stock upon the surrender of such scrip
aggregating a full share of such stock.

     8. NO REISSUANCE OF SERIES B PREFERRED. No share or shares of Series B
Preferred acquired by the Corporation by reason of purchase, conversion or
otherwise shall be reissued, and all such shares shall be cancelled, retired,
and eliminated from the shares which the Corporation shall be authorized to
issue.

     9. NO PREEMPTIVE RIGHTS. The Series B Preferred is not entitled to any
preemptive or subscription rights in respect of any securities of the
Corporation.

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         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



                                                 -------------------------------
                                                 Michael Iscove



                                                 -------------------------------
                                                 Dennis Harris



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