THIS 10% SECURED CONVERTIBLE NOTE, AND THE SECURITIES INTO WHICH IT IS
CONVERTIBLE (COLLECTIVELY, THE "SECURITIES"), HAS NOT BEEN REGISTERED
WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES COMMISSION OF
ANY STATE UNDER APPLICABLE STATE SECURITIES LAWS.  THE SECURITIES HAVE
BEEN ACQUIRED PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE
SECURITIES ACT OF 1933, AS AMENDED.  THE SECURITIES ARE "RESTRICTED"
AND MAY NOT BE OFFERED OR SOLD UNLESS THE SECURITIES ARE REGISTERED
UNDER THE ACT, OR PURSUANT TO AVAILABLE EXEMPTIONS FROM THE
REGISTRATION REQUIREMENTS OF THE ACT AND THE ISSUER WILL BE PROVIDED
WITH OPINION OF COUNSEL OR OTHER SUCH INFORMATION AS IT MAY REASONABLY
REQUIRE TO CONFIRM THAT SUCH EXEMPTIONS ARE AVAILABLE.


                  HAWAIIAN NATURAL WATER COMPANY, INC.

                     10% Secured Convertible Note

                        Due September 30, 2001

$500,000.00                                              June 21, 2001

     FOR VALUE RECEIVED, Hawaiian Natural Water Company, Inc., a
Hawaiian corporation (the "Corporation"), promises to pay to the order
of AMCON Distributing Company, a Delaware corporation (the "Holder"),
the principal sum of Five Hundred Thousand and NO/100 Dollars
($500,000.00), on September 30, 2001 (the "Maturity Date"), together
with interest in the amount and manner hereafter provided.

     IT IS FURTHER AGREED THAT:

     1.   Interest.  The Corporation promises to pay interest on the
principal amount of this 10% Secured Convertible Note (the "Note") at
the rate per annum of ten percent (10%), compounded quarterly.
Interest will be computed on the basis of a three hundred sixty (360)
day year of twelve (12), thirty (30) day months.  Interest will be
paid quarterly on January 1, April 1, July 1, and October 1 of each
year and at maturity, with the first such interest payment to be made
on July 1, 2001.

     2.   Method of Payment.  Except with respect to the rights of
conversion provided herein, and subject to Section 3 hereof, the
Corporation will pay principal and interest by wire transfer of
immediately-available money of the United States, or other form of
payment of immediately available money of the United States as the
Holder may direct the Corporation, that at the time of payment is
legal tender for payment of public and private debts.  Information for
making the wire transfers will be provided in writing by the Holder to
the Corporation.  If any payment hereunder becomes due and payable on
a day other than a business day, the due date thereof shall be
extended to the next business day and, with respect to payments of
principal, interest thereon shall be payable at the applicable rate
during such extension.

     3.   Right to Prepay.  The Corporation shall have the right to
prepay all or any part of the Note; provided, however, that (i) the
Corporation must give written notice to the Holder of its intention to
make any such prepayment not less than five (5) and not more than ten
(10) business days in advance of such prepayment, which notice must
include a representation that the funds to effect the prepayment are
legally available for that purpose and that representation must be
supported by evidence reasonably satisfactory to the Holder that such
funds will be provided to the Corporation at the time specified in the
notice for prepayment, and (ii) during the period following that
notice and prior to the actual prepayment, the Holder shall be
entitled to exercise the conversion privilege set forth in Section
4(a) hereof, if the right to convert specified therein is available by
its terms, or Section 4(b) hereof.

     4.   Right to Convert.

          (a)  At any time before the close of business on the
     Maturity Date but after the earlier of (A) termination of the
     Fourth Amended and Restated Agreement and Plan of Merger (the
     "Merger Agreement"), dated as of June 21, 2001, among the
     Corporation, the Holder and AMCON Merger Sub, Inc. ("Merger Sub")
     or (B) the occurrence of an Event of Default, the Holder may
     convert the outstanding principal balance and unpaid accrued
     interest of this Note into fully paid and non-assessable shares
     of Series C Convertible Preferred Stock, par value $1.00 per
     share, of the Corporation (the "Preferred Stock").  The price at
     which shares of Preferred Stock shall be delivered upon
     conversion (herein called the "Preferred Conversion Price") shall
     be $1.00 per share of Preferred Stock.

          (b)  At any time before the close of business on the
     Maturity Date, the Holder may convert the outstanding principal
     balance and unpaid accrued interest of this Note into fully paid
     and non-assessable shares of common stock of the Corporation (the
     "Common Stock").  The price at which shares of Common Stock shall
     be delivered upon conversion shall be $0.40 per share; provided,
     however, that if the Corporation shall at any time increase or
     decrease the number of its outstanding shares of Common Stock or
     change in any way the rights and privileges of such shares by
     means of the payment of a stock dividend or any other
     distribution upon such shares payable in Common Stock, or through
     a stock split, subdivision, consolidation, combination,
     reclassification or recapitalization involving the Common Stock,
     then the price at which shares shall be delivered upon conversion
     shall be proportionately increased or decreased, as the case may
     be, to avoid dilution of the number and kind of shares to which
     the Noteholder is fairly entitled upon conversion of the Note.

          (c)   This Note may be converted in whole, but not in part,
     into Preferred Stock or Common Stock or a combination thereof
     (referred to collectively as the "Conversion Shares") based on
     the terms set forth in subsections (a) and (b) of this Section 4,
     as the case may be.
     5.   Mechanics of Conversion. If the Holder desires to exercise
such right of conversion, such Holder shall give written notice to the
Corporation in the form attached to this Note as Exhibit A (the
"Conversion Notice") of that Holder's election to convert a stated
whole dollar amount of outstanding principal balance and unpaid
accrued interest of the Note into shares of Preferred Stock, and/or
Common Stock, as the case may be, and surrender to the Corporation, at
its principal office or at such other office or agency maintained by
the Corporation for such purpose, this Note.  The Conversion Notice
shall also contain a statement of the name or names (with addresses)
in which the certificate or certificates for Preferred Stock and/or
Common Stock, as the case may be, shall be issued.  Notwithstanding
the foregoing, the Corporation shall not be required to issue any
certificates to any person other than the Holder thereof unless the
Corporation has obtained reasonable assurance that such transaction is
exempt from the registration requirements of, or is covered by an
effective registration statement under, the Securities Act of 1933, as
amended (the "Act"), and all applicable state securities laws,
including, if necessary in the reasonable judgment of the Corporation
or its legal counsel, receipt of an opinion to such effect from
counsel reasonably satisfactory to the Corporation.  In no event would
such opinion be required if the shares of Preferred Stock and/or
Common Stock, as the case may be, could, upon conversion, be resold
pursuant to Rule 144 or Rule 144A under the Act.  As promptly as
practicable, and in any event within two business days, after the
receipt of the Conversion Notice (the "Date of Conversion") and the
surrender of the certificate or certificates representing the
Conversion Shares, the Corporation shall issue and deliver, or cause
to be delivered, to the Holder or his nominee or nominees, a
certificate or certificates for the number of shares of Preferred
Stock and/or Common Stock, as the case may be, issuable upon the
conversion of this Note.  Such conversion shall be deemed to have been
effected as of the close of business on the Date of Conversion and the
replacement Note, and the person or persons entitled to receive the
shares of Preferred Stock and/or Common Stock, as the case may be,
issuable upon conversion shall be treated for all purposes as the
holder or holders of record of such shares of Preferred Stock and/or
Common Stock, as the case may be, as of the close of business on such
date.

     6.   Fractions of Share.  The Corporation shall not be required
to issue fractions of a share or scrip representing fractional shares
of Preferred Stock and/or Common Stock, as the case may be, upon the
exercise of any conversion right hereunder.  If any fraction of a
share of Preferred Stock and/or Common Stock, as the case may be,
would, except for the provisions of this Section 6, be issuable upon
any conversion exercise, the Corporation shall pay a cash adjustment
in respect of such fraction, equal to the value of such fraction based
on the Conversion Price per share of Preferred Stock.

     7.   Security.  The obligations herein are secured by the
security interest granted pursuant to that certain Second Amended and
Restated 10% Convertible Note in the principal sum of $350,000.00
payable by the Corporation to Holder due on September 30, 2001 (and as
such note may be further amended and/or restated).

     8.   Corporation Covenants.  The Corporation represents,
warrants, covenants and agrees that:

          (a)  Any shares of Preferred Stock and/or Common Stock, as
     the case may be, delivered upon conversion of this Note shall, at
     the time of delivery of the certificates for such shares of
     Preferred Stock or Common Stock, be validly issued and
     outstanding and fully-paid and non-assessable shares of Preferred
     Stock or Common Stock free from taxes, liens and charges with
     respect to their purchase.  Without limiting the generality of
     the foregoing, the Corporation covenants and agrees to take any
     necessary actions to assure that the par value per share of the
     Preferred Stock is at all times equal to or less than the then
     current Conversion Price per share for the Preferred Stock
     issuable pursuant to this Note.  The Corporation further
     covenants and agrees that it will pay when due and payable any
     and all federal and state original issue stock taxes, if any,
     which may be payable in respect of the issue of the shares of
     Preferred Stock or Common Stock upon the conversion of this Note
     or a part hereof.  Except for an amendment required pursuant to
     the foregoing sentence, the Certificate of Designation,
     Preferences and Rights of the Preferred Stock shall not be
     amended without the prior written consent of the Holder.

          (b)  The Corporation shall at all times reserve and keep
     available a number of its authorized but unissued shares of
     Preferred Stock and Common Stock which will be sufficient to
     permit the full exercise of this Note.  If at any time the number
     of authorized but unissued shares of Preferred Stock or Common
     Stock is not sufficient for this purpose, the Corporation shall
     take such corporate actions as may be necessary to increase its
     authorized but unissued shares of Preferred Stock and/or Common
     Stock, as the case may be, to a number of shares sufficient for
     such purpose.

          (c)  (i)The Corporation is duly organized as a corporation
     under the laws of the State of Hawaii, it is authorized to
     transact business in all jurisdictions where the conduct of its
     business requires it to be qualified, and it is duly authorized
     to execute, deliver and perform under this Note without the
     necessity of obtaining any consents or approvals of, or the
     taking of any other action with respect to, any governmental
     agency or third party; and

               (ii)The financial statements submitted to Holder fairly
     present the financial condition of the Corporation as of the date
     of this Note knowing that Holder has relied thereon in granting
     the Loan, there have been no material adverse changes in the
     financial condition of the Corporation since the date of said
     financial statements, the Corporation has no material
     obligations, financial or otherwise, not disclosed to Holder, and
     at the present time there are no material, unrealized or
    anticipated losses from any present commitment of the Corporation.

          (d)  The Corporation shall give written notice to the Holder
    at least 10 days prior to establishing a record date to determine
    the stockholders of record entitled to vote on the merger
    contemplated by the Merger Agreement in order to permit the Holder
    to exercise the right to convert this Note and vote upon such
    merger and to receive merger consideration pursuant to such
    merger.

     9.   Rights of Holder.  The Holder of this Note shall not be
entitled to vote or receive dividends or be deemed the Holder of
Preferred Stock or Common Stock of the Corporation for any purpose,
nor shall anything contained in this Note be construed to confer upon
the Holder, as such, any of the rights of a stockholder of the
Corporation or any right to vote for the election of directors or upon
any matter submitted to stockholders at any meeting thereof, or to
give or withhold consent to any corporate action (whether upon a
merger, conveyance or otherwise) or to receive notice of meetings, or
to receive dividends or subscription rights or otherwise until the
right to convert this Note shall have been exercised and the Preferred
Stock or Common Stock purchasable upon the exercise hereof shall have
become deliverable.

     10.  Rights Upon Exercise.  Irrespective of the date Preferred
Stock or Common Stock is issued and of delivery of certificates for
any shares issuable upon the exercise of the conversion privilege
under this Note, each person in whose name any such certificate is
issued shall for all purposes be deemed to have become the holder of
record of the shares represented thereby on the Date of Conversion.

     11.  Investment Representation; Transfer.  The Holder hereby
represents and warrants to the Corporation that it has purchased this
Note and will purchase shares of the Preferred Stock and/or Common
Stock, as the case may be, of the Corporation issuable upon conversion
hereof for investment purposes only and not with a view to the
distribution thereof.  The Holder acknowledges that it has been
advised by the Corporation that neither this Note nor the Conversion
Shares has been registered under the Securities Act of 1933 or any
state securities law for the reason that no distribution or public
offering of this Note or the Conversion Shares is to be effected.

     12.  Dissolution.  In case any voluntary or involuntary
dissolution, liquidation or winding up of the Corporation shall at any
time be proposed, the Corporation shall give at least sixty-two (62)
days' prior written notice thereof to the Holder stating the date on
which such event is to take place and the date (which shall be at
least sixty-two (62) days after the giving of such notice) as of which
the holders of Preferred Stock or Common Stock of record shall be
entitled to exchange their Preferred Stock or Common Stock for
securities or other property deliverable upon such dissolution,
liquidation or winding up.

     13.  Default.  Any one or more of the following shall be events
of default under this Note ("Events of Default"):

          (a)  Default shall be made:  (i) in the payment of the
     principal or interest under this Note when due; or (ii) in due
     observance or performance of any other agreement contained in
     this Note, which is not remedied within fifteen (15) days after
     notice to the Corporation;

          (b)  Any warranty, representation or agreement made or
     furnished to the Holder by or on behalf of the Corporation in the
     Merger Agreement proves to have been false in any material
     respect when made or furnished; or

          (c)  The insolvency of the Corporation, the making of a
     general assignment for the  benefit of creditors, or the filing
     of any voluntary or involuntary petition or commencement of any
     proceeding by or against the Corporation under any bankruptcy or
     insolvency laws.

Upon the occurrence of one or more Events of Default and at any time
thereafter, the Holder may, by notice in writing to the Corporation,
declare the entire outstanding principal amount of the Note to be, and
such entire principal amount of the Note shall thereupon become
forthwith, due and payable in full together with interest accrued
thereon, anything in this Note to the contrary notwithstanding.  Upon
the occurrence of one or more Events of Default, the Corporation
agrees to pay out-of-pocket expenses, including reasonable attorneys'
fees and legal expenses, whether or not suit is commenced, incurred by
the Holder.  If an Event of Default shall have occurred and has not
been cured by the Corporation within 90 days after the occurrence
thereof, then thereafter this Note shall accrue interest at the rate
per annum of eighteen percent (18%), compounded quarterly and computed
in accordance with Section 1 of this Note.

     14.   Notice.  All notices and other communications from the
Corporation to the Holder shall be mailed by first class registered
mail, postage prepaid, to the principal business address of the Holder
or other address furnished to the Corporation in writing by the
Holder.  All notices and other communications from the Holder to the
Corporation shall be mailed by first class registered mail, postage
prepaid, to the principal business address of the Corporation or other
address furnished to the Holder in writing by the Corporation.  All
notices and other communications delivered in the manner set forth
above shall be deemed delivered two (2) days after the date mailed.

     15.   Governing Law; Certain Waivers.  This Note, without regard
to the place of execution, delivery or payment, shall be construed and
enforced according to and governed by the laws of the State of
Delaware.  The Corporation waives presentment and demand for payment,
notice of dishonor, protest and notice of protest.

     16.   Severability.  Whenever possible, each provision of this
Note shall be interpreted in such manner as to be effective and valid
under applicable law, but if any provision of this Note shall be
prohibited by or invalid under such law, such provision shall be
ineffective to the extent of such prohibition or invalidity, without
invalidating the remainder of such provision or the remaining
provisions of this Note.

                            HAWAIIAN NATURAL WATER COMPANY, INC.


                            By: /s/ Marcus Bender
                               --------------------------------
                               Name:    Marcus Bender
                               Title:   President




                              EXHIBIT A
                             -----------

                          CONVERSION NOTICE
                         -------------------

      (To be executed by the Holder in order to Convert the Note)


TO:  HAWAIIAN NATURAL WATER COMPANY, INC.


     The undersigned hereby irrevocably elects to convert
$-------------- of the principal amount of, and $------------ of any
accrued but unpaid interest on, the above Second Amended and Restated
10% Secured Convertible Note into (i)----------------shares of Series
C Preferred Stock, par value $1.00 per share, of Hawaiian Natural
Water Company, Inc. (the "Company"), and (ii)-------------- shares of
Common Stock of the Company, in each case according to the conditions
stated in such Note, as of the Conversion Date written below.

          Conversion Date:
                          ------------------------------------
          Applicable Conversion Price:
                                      ------------------------

          Signature:
                    ------------------------------------------
          Name:
               -----------------------------------------------
          Address:
                  --------------------------------------------

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