<PAGE>
                      HAWAIIAN NATURAL WATER COMPANY, INC.
                             1998 STOCK OPTION PLAN
 
I.  PURPOSE
 
    The purpose of the Plan is to promote the interests of Hawaiian Natural
Water Company, Inc. ("Company"), its stockholders and its subsidiaries, by
encouraging certain present and future officers and key employees, directors and
independent contractors of the Company and its subsidiaries, to purchase shares
of common stock (no par value) of the Company ("Common Stock"), and to increase
their personal and proprietary interest in the success of the Company, and to
act as an incentive to continue their employment or association with the Company
or its subsidiaries. It is further intended that options issued pursuant to this
Plan shall constitute incentive stock options within the meaning of Section 422
of the Internal Revenue Code of 1986, as amended (the "Code"), or shall
constitute non-qualified stock options as described in Treasury Regulation
Section 1.83-7 to which Section 421 does not apply.
 
II.  ADMINISTRATION
 
    2.1  Except as otherwise provided in Section 2.2 below, the Plan shall be
administered by the Company's Board of Directors ("Board"). The Board shall meet
at such times and places as it determines and may meet through telephone
conference call. A majority of its members shall constitute a quorum, and the
decision of the majority of those present at any meeting at which a quorum is
present shall constitute the decision of the Board. Except as otherwise provided
in Section 2.2 below, the Board shall have the sole power to grant options
pursuant to the Plan, including the determination of the persons to whom options
shall be granted, the times when they shall receive them, the option price of
each option, and the number of shares to be subject to each option.
 
    2.2 Notwithstanding any provision of this Plan to the contrary, the
determination of an option grant to any "covered employee", within the meaning
of Section 162(m)(3) of the Code, and the terms and conditions of such option
shall be made exclusively by a committee, comprised of two or more "non-employee
directors" (as defined under Rule 16b-3 promulgated under the Securities
Exchange Act of 1934, as amended ("1934 Act")) of the Company ("Committee"). The
Board may also delegate its authority under the Plan to this Committee; except
that option grants to members of the Committee shall be made and administered
exclusively by the Board. Only non-employee directors who qualify as "outside
directors", within the meaning of Treasury Regulation Section 1.162(e)(3), shall
be eligible to serve on the Committee. The Committee may, from time to time, at
its sole discretion, remove members from, or add members to, the Committee.
Vacancies on the Committee, however caused, shall be filled by the Board. The
Committee shall select one of its members as Chairman, and shall hold meetings
at such time and place as it determines advisable. A majority of the Committee
shall constitute the quorum; and the acts of a majority of the members present
at any meeting, or acts reduced to and approved in writing by a majority of the
Committee, shall be valid acts of the Committee.
 
    2.3 Incentive stock options granted pursuant to the Plan are intended to be
"incentive stock options" within the meaning of Section 422 of the Code, and the
interpretation by the Committee of any provision of the Plan or of any incentive
stock option agreement entered into hereunder shall be in accordance with
Section 422 of the Code and Regulations issued thereunder as such Section or
Regulations may be amended from time to time, in order that the rights granted
hereunder and under said option agreement shall constitute "incentive stock
options" within the meaning of such Section. Non-qualified options granted
pursuant to the Plan are intended to be non-qualified stock options described in
Treasury Regulation Section 1.83-7 to which Section 421 of the Code does not
apply, and the interpretation by the Board (or Committee, if applicable) of any
provision of the Plan or of any non-qualified stock option agreement entered
into hereunder shall be in accordance with Treasury Regulation Section 1.83-7 as
such Regulation may be amended from time to time, in order that the rights
granted hereunder and under said
 
                                      A-1
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option agreement shall constitute "non-qualified stock options" within the
meaning of such Regulation. The Board (or Committee, if applicable) shall have
the sole authority and power, subject to the express provisions and limitations
of the Plan, to construe the Plan and option agreements granted thereunder, and
to adopt, prescribe, amend, and rescind rules and regulations relating to the
Plan, and to make all determinations necessary or advisable for administering
the Plan. The interpretation and construction by the Board (or Committee, if
applicable) of any provisions of the Plan or of any option granted thereunder
shall be final and conclusive. No member of the Board or the Committee shall be
liable for any action or determination made in good faith with respect to the
Plan or any option granted thereunder.
 
    2.4 All options granted under the Plan shall be evidenced by written option
agreements signed by an officer of the Company and the person receiving the
option. Subject to the requirement that incentive stock options only be granted
to employees of the Company, an optionee may be granted incentive stock options
or non-qualified stock options or both under the Plan; provided, however, that
the grant of incentive stock options and non-qualified stock options to an
optionee shall be the grant of separate options and each incentive stock option
and each non-qualified stock option shall be specifically designated as such in
accordance with the applicable provisions of the Treasury Regulations.
 
III.  ELIGIBLE PARTICIPANTS
 
    3.1  Excepting members of the Committee, if applicable, all directors,
officers and other executive, managerial, and other key employees of the Company
or its subsidiary corporations, as such term is defined in Section 424(f) of the
Code ("subsidiary corporations or subsidiaries") shall be eligible to
participate under the Plan with respect to both incentive stock options and
non-qualified stock options, and all independent contractors rendering services
to the Company or its subsidiaries shall be eligible to participate under the
Plan with respect to non-qualified stock options only; provided, however, that
no director of the Company or its subsidiaries shall be eligible to receive an
incentive stock option unless, in addition to being a director, he/she is an
employee of the Company or its subsidiaries in a class eligible to receive
incentive stock options.
 
    3.2 An individual may hold more than one option, and may be granted
additional options from time to time, as the Board (or Committee, if applicable)
may determine, but only on the terms and subject to the restrictions herein set
forth. No person shall be eligible to receive an incentive stock option under
the Plan if he directly or indirectly owns (within the meaning of Section
422(b)(6) of the Code) stock possessing more than 10% of the total combined
voting power or value of all classes of stock of the Company or of its parent or
any of its subsidiaries. This limitation shall not apply if at the time such
incentive stock option is granted the option price is at least 110% of the fair
market value of the stock subject to the option and such option by its terms is
not exercisable after the expiration of five years from the date such option is
granted.
 
VI.  SHARES SUBJECT TO THE PLAN
 
    4.1  Shares subject to the options will be shares of the Company's
authorized but unissued Common Stock, or treasury shares reacquired by the
Company or any combination thereof.
 
    4.2 The aggregate number of shares of Common Stock of the Company which may
be issued or delivered upon the exercise of all incentive stock options and
non-qualified stock options granted under the Plan shall not exceed 1,000,000
shares, subject to adjustment as provided in Article VI hereof; provided that
the Board (or Committee, if applicable) may not grant to any individual options
to purchase more than 250,000 shares of Common Stock. The foregoing limits on
the aggregate number of shares that may be reserved for issuance to all
participants under the Plan or to any one individual upon exercise of options
granted under the Plan shall be inclusive of the total number of shares reserved
by the Company pursuant to the terms of any outstanding and unexercised
non-qualified stock option previously granted by the Company prior to the
effective date of the Plan. In the event any option granted under the Plan shall
 
                                      A-2
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expire, terminate or be surrendered without having been exercised in full, the
shares of Common Stock for which such option or unexercised portion thereof were
granted shall be available again for future grant of options pursuant to the
Plan.
 
V.  TERMS AND CONDITIONS OF OPTIONS
 
    5.1  Each option shall state the number of shares of Common Stock to which
it pertains, and shall state the option price, which price, in the case of an
incentive stock option, shall not be less than 100%, and in the case of a
non-qualified stock option not less than 50%, of the fair market value of such
shares on the date on which the option was granted. Subject to Section 5.2
below, the Board (or Committee, if applicable) shall exercise its best judgment
in good faith in fixing the option price, shall have full authority and
discretion to do so, and shall be fully protected in so doing. The option price
shall be payable in United States dollars upon exercise of the option, and may
be in cash, check or Common Stock of the Company, or in such other manner as
determined by the Board (or Committee, if applicable) in order to facilitate the
exercise of the option, including, but not limited to, a cashless exercise of
the option, subject to applicable securities law restrictions and the
requirements of Regulation T promulgated by the Federal Reserve Board; except
that in the case of any participant subject to Section 16(b) of the 1934 Act,
such cashless exercise of his/her option may not occur within six months of the
date of grant of such option, to the extent such exercise during such six-month
period would not be exempted from Section 16(b) of the 1934 Act by virtue of
Rule 16b-3 promulgated thereunder. In the sole discretion of the Board, the
Company may assist any employee to whom an option is granted hereunder
(including any director or officer of the Company or any of its subsidiaries) in
the payment of the option price by lending the amount of such option price to
such employee on such terms and at such rate of interest and upon such security
as determined by the Board.
 
    5.2 The fair market value per share of Common Stock shall be determined by
the Board in accordance with the following provisions:
 
        A. If the Common Stock is at the time listed or admitted to trading on
    any national stock exchange, then the fair market value shall be the closing
    selling price per share on the date in question on the exchange determined
    by the Committee to be the primary market for the Common Stock, as such
    price is officially quoted in the composite tape of transactions on such
    exchange. If there is no reported sale of Common Stock on such exchange on
    the date in question, then the fair market value shall be the closing
    selling price on the exchange on the last preceding date for which such
    quotation exists.
 
        B.  If the Common Stock is not at the time listed or admitted to trading
    on any national stock exchange but is traded on the National Association of
    Securities Dealers Automated Quotation System ("NASDAQ"), the fair market
    value shall be the closing selling price per share on the date in question,
    as such price is reported by the National Association of Securities Dealers
    through NASDAQ or any successor system. If there is no reported closing
    selling price for the Common Stock on the date in question, then the closing
    selling price on the last preceding date for which such quotation exists
    shall be determinative of fair market value.
 
        C.  If the Common Stock is not at the time listed or admitted to trading
    on any national stock exchange and is not traded on NASDAQ, the fair market
    value on the date in question shall be determined in good faith by the
    Board.
 
    5.3 Notwithstanding Section 5.1, the aggregate fair market value (determined
as of the time each respective incentive stock option is granted) of the stock
with respect to which incentive stock options are exercisable for the first time
by any optionee during any calendar year (under all plans of the Company and its
parent and subsidiary corporations) shall not exceed the sum of $100,000.
 
                                      A-3
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    5.4 The period of time within which an option may be exercised shall be
determined in each case by the Board (or Committee, if applicable), but in the
case of an incentive stock option shall in no event exceed ten years from the
date of grant, at which time any unexercised option shall expire. Each option
shall be exercisable in such installments, which need not be equal, upon such
contingencies as the Board (or Committee, if applicable) shall determine;
provided, however, that if an optionee shall not in any given installment period
purchase all the shares which such optionee is entitled to purchase in such
installment period, such optionee's right to purchase any shares not purchased
in such installment period shall continue until expiration of such option. The
Board (or Committee, if applicable) may at its discretion, subsequent to the
grant of any option, accelerate the date on which any or all of the installments
may become exercisable. No option may be exercised for a fraction of a share,
but a cash payment in lieu of a fractional share may be made if appropriate in
the event that options for fractional shares are created pursuant to any
adjustment made under Article VI below.
 
    5.5 Except as provided in Section 5.6 below, an optionee may not exercise
his/her incentive stock option unless he/she has been in the employ of the
Company or one of its subsidiaries continuously during the period beginning on
the date of the granting of the incentive stock option and ending on the day
three months before the date of such exercise. Continuous employment shall not
be deemed to be interrupted by transfers between subsidiaries or between parent
and subsidiary, whether or not effected by termination from one entity or rehire
by another. All employment with the Company and all subsidiaries shall be
totaled and considered as one employment for purposes of this Plan, provided
there is no such interval between employments, as, in the opinion of the Board
(or Committee, if applicable), shall be deemed to break continuity of service.
The Board (or Committee, if applicable) shall in its discretion determine the
effect of approved leaves of absence and all other matters affecting "continuous
employment".
 
    5.6 In the case of an incentive stock option, if the optionee shall die
while employed by the Company or any of its subsidiaries or during the
subsequent period not exceeding three months under the circumstances referred to
in Section 5.5 above, the option may be exercised at any time during the
remainder of the option term (as provided in the optionee's option agreement) by
his/her personal representatives or persons to whom his/her rights under the
option shall pass by will or the laws of descent and distribution. The option
may be exercised only as to those shares of Common Stock with respect to which
installments had accrued as of the date of death, or if death occurs within the
three month period subsequent to termination of employment or association, then
only as to those shares with respect to which installments had accrued as of the
date of such termination. The Board (or Committee, if applicable) may, in its
discretion, provide in an option agreement that all or any unexercisable
installments shall become exercisable on the date of death of an optionee, so
that such installments may be exercised pursuant to this Section 5.6 even though
they would not otherwise have been exercisable had the optionee not died. No
transfer of an option by the employee by will or by the laws of descent and
distribution shall be effective, nor shall any designation of a person who may
exercise the option after the optionee's death be effective, to bind the Company
unless the Company shall have been furnished with written notice thereof and a
copy of the will and/or such other evidence as the Board (or Committee, if
applicable) may deem necessary to establish the validity of the transfer and the
acceptance by the transferee or transferees or designee of the terms and
conditions of the option.
 
    5.7 With respect to each non-qualified stock option, the Board (or
Committee, if applicable) shall determine the period of time, if any, within
which the option may be exercised following the optionee's death, termination of
employment or cessation of service.
 
    5.8 No option granted under this Plan shall be transferable otherwise than
by will (and in accordance with Sections 5.6 and 5.7 hereof) or the laws of
descent and distribution and an option may be exercised, during the lifetime of
the optionee, only by him/her.
 
    5.9 Subject to the terms and conditions and within the limitations of the
Plan, the Board (or Committee, if applicable) may modify, extend or renew
outstanding options granted under the Plan, or
 
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accept the surrender of outstanding options (to the extent not theretofore
exercised) and authorize the granting of new options in substitution therefor
(to the extent not theretofore exercised). The Board (or Committee, if
applicable) shall not, however, modify any outstanding incentive stock options
so as to specify a lower price or accept the surrender of outstanding options
and authorize the granting of new options in substitution therefor specifying a
lower price. Notwithstanding the foregoing, no modification of an option shall,
without the consent of the optionee, alter or impair any rights or obligations
under any option theretofore granted under the Plan, and any modification which
constitutes a "modification" within the meaning of Section 424(h) of the Code
shall be null and void unless it specifically states that it constitutes a
modification within the meaning of that Section.
 
    5.10 The option agreements authorized under the Plan shall contain such
other provisions, including, without limitation, restrictions upon the exercise
of the option, as the Board (or Committee, if applicable) shall deem advisable.
Any incentive stock option agreement shall contain such limitations and
restrictions upon the exercise of the option as shall be necessary in order that
such option will be an "incentive stock option" as defined in Section 422 of the
Code, or to conform to any change in the law. At the time of exercise of any
option, the Board (or Committee, if applicable) may require the holder of such
option to execute any documents or take any actions that may be then necessary
to comply with the Securities Act of 1933 and the rules and regulations adopted
thereunder, and any other applicable federal or state laws for the purpose of
regulating the sale and issuance of securities, and the Board (or Committee, if
applicable) may, if it deems necessary, include provisions in the stock option
agreements to ensure such compliance. The Company may, from time to time, change
its requirements with respect to enforcing compliance with federal and state
securities laws including the request for and enforcement of letters of
investment intent, such requirements all to be determined by the Company in its
judgment as necessary to ensure compliance with said laws. Such changes may be
made, with respect to any particular option or shares of Common Stock issued
upon exercise thereof, prior to or after the exercise of such option. No shares
shall be issued and delivered upon the exercise of an option unless such
issuance, in the judgment of the Committee, is in full compliance with all
applicable laws, governmental rules and regulations and undertakings of the
Company made under the Securities Act of 1933 and stock exchange agreements of
the Company.
 
    5.11 As a condition to the exercise, in whole or in part, of any option, the
Board (or Committee, if applicable) may in its sole discretion require the
optionee to pay, in addition to the purchase price of the shares of Common Stock
covered by the option, an amount equal to any federal, state and local taxes
that may be required to be withheld in connection with the exercise of such
option or the transfer of Common Stock pursuant to such exercise.
 
    5.12 Directors and officers who fall within the definition of "officer"
under Rule 16a-1(f) promulgated under the 1934 Act shall deliver to the
Corporate Secretary of the Company an executed notice of his/her intention to
sell shares of Common Stock acquired upon exercise, in whole or in part, of an
option granted under the Plan. Such notice, in which there is specified the
number of shares which are to be sold and the date such shares were acquired,
shall be provided at least one full business day in advance of the proposed date
of sale.
 
VI.  ADJUSTMENTS UPON CHANGES IN CAPITALIZATION
 
    6.1  The aggregate number and class of shares as to which options may be
granted under the Plan, the number and class of shares subject to each
outstanding option, the price per share thereof (but not the total price), and
the minimum number of shares as to which an option may be exercised at any one
time, shall all be proportionately adjusted in the event of any change or
increase or decrease in the number of the issued shares of Common Stock, without
receipt of consideration by the Company, which results from a split-up or
consolidation of shares, payment of a stock dividend, a recapitalization, a
combination of shares or other like capital adjustment, so that upon exercise of
the option the optionee shall receive the number and class of shares he/she
would have received had he/she been the holder of the number of Common
 
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Shares for which the option is being exercised immediately before the effective
date of such change or increase or decrease in the number of issued shares of
Common Stock.
 
    6.2 Subject to any required action by its stockholders, if the Company shall
be the surviving corporation in any reorganization, merger or consolidation, the
aggregate number and class of shares on which options may be granted under the
Plan, together with each outstanding option, shall be proportionately adjusted
so as to apply to the securities to which the holder of the number of shares of
stock of the Company subject to the Plan or to any outstanding option would have
been entitled.
 
    6.3 In the event of a change in the stock of the Company as presently
constituted, which is limited to a change of all of its authorized shares with
par value into the same number of shares with a different par value or without
par value, or to a change of all of its authorized shares without par value into
the same number of shares with a par value, the shares resulting from any such
change shall be deemed to be the stock of the Company within the meaning of the
Plan.
 
    6.4 To the extent that the foregoing adjustments relate to stock or
securities of the Company, such adjustment shall be made by the Board (or
Committee, if applicable), whose determination in that respect shall be final,
binding and conclusive, provided that each incentive stock option granted
pursuant to this Plan shall not be adjusted in a manner that causes the
incentive stock option to fail to continue to qualify as an incentive stock
option within the meaning of Section 422 of the Code. No fractional shares of
stock shall be issued under the Plan on account of any such adjustment.
 
    6.5 The grant of an option pursuant to the Plan shall not affect in any way
the right or power of the Company to make adjustments, reclassifications,
reorganizations or changes in its capital or business structure or to merge or
to consolidate or to dissolve, liquidate or sell, or transfer all or any part of
its business or assets.
 
VII.  CORPORATE TRANSACTIONS/CHANGES IN CONTROL
 
    7.1  In the event of any Corporate Transaction or Change in Control, each
option which is at the time outstanding under this Plan shall automatically
accelerate so that each option shall, immediately prior to the specified
effective date for the Corporate Transaction or Change in Control, become fully
exercisable with respect to the total number of shares of Common Stock at the
time subject to such option and may be exercised for all or any portion of such
shares. Further, in connection with the Corporate Transaction, each such option
shall either be (i) assumed by the successor corporation or parent thereof or
replaced with a comparable option to purchase shares of the capital stock of the
successor corporation or parent thereof, or (ii) replaced with a right, upon
exercise of which the optionee shall be entitled to receive solely a like amount
and kind of securities, cash and/or property receivable upon such Corporate
Transaction as the optionee would have been entitled to receive if the option,
to the extent not previously exercised, had been exercised in full immediately
prior to such Corporate Transaction.
 
    7.2 For purposes of this Article VII, a "Change in Control" means a change
in ownership or control of the Company effected through either of the following
transactions:
 
        (A) any person, or more than one person acting as a group (within the
    meaning of Rule 13d-3 and/or 14d-2 of the 1934 Act), other than the Company
    or a person that directly or indirectly controls, is controlled by, or is
    under common control with, the Company, directly or indirectly acquires, in
    a transaction or series of transactions, beneficial ownership (within the
    meaning of Rule 13d-3 of the 1934 Act) of securities possessing more than
    50% of the total combined voting power of the Company's outstanding
    securities; or
 
        (B) there is a change in the composition of the Board over a period of
    twelve consecutive months such that a majority of the Board members (rounded
    up to the next whole number) ceases to be comprised of individuals who
    either (1) have been Board members continuously since the beginning of such
    period or (2) have been elected or nominated for election as Board members
    during such period
 
                                      A-6
<PAGE>
    by at least a majority of the Board members described in clause (1) who were
    still in office at the time such election or nomination was approved by the
    Board.
 
    7.3 For purposes of Article VII, a "Corporate Transaction" means any of the
following stockholder-approved transactions to which the Company is a party:
 
        (A) a merger or consolidation in which the Company is not the surviving
    entity, except for a transaction the principal purpose of which is to change
    the State in which the Company is incorporated.
 
        (B) the sale, transfer or other disposition of all or substantially all
    of the assets of the Company in complete liquidation or dissolution of the
    Company, or
 
        (C) any reverse merger in which the Company is the surviving entity but
    in which securities possessing more than 50% of the total combined voting
    power of the Company's outstanding securities are transferred to a person or
    persons different from those who held such securities immediately prior to
    such merger.
 
    7.4 Each outstanding option under this Plan which is assumed in connection
with the Corporate Transaction or is otherwise to continue in effect shall be
appropriately adjusted, immediately after such Corporate Transaction, to apply
and pertain to the number and class of securities which would have been issued
to the option holder, in consummation of such Corporate Transaction, had such
person exercised the option immediately prior to such Corporate Transaction.
Appropriate adjustments shall be also be made to the option price payable per
share, provided the aggregate option price payable for such securities shall
remain the same. In addition, the class and number of securities available for
issuance under the Plan following the consummation of the Corporate Transaction
shall be appropriately adjusted.
 
    7.5 The grant of replacement or comparable options pursuant to this Article
VII shall in no way affect the right of the Company to adjust, reclassify,
reorganize or otherwise change its capital or business structure or to merge,
consolidate, dissolve, liquidate or sell or transfer all or any part of its
business or assets.
 
    7.6 Any options accelerated in connection with the Change in Control shall
remain fully exercisable until the expiration or sooner termination of the
option term.
 
    7.7 Any incentive stock options accelerated pursuant to this Article VII in
connection with a Corporate Transaction or Change in Control shall remain
exercisable as incentive stock options under the Federal tax laws only to the
extent the applicable dollar limitation of Section 5.3 is not exceeded. To the
extent such dollar limitation is exceeded, the accelerated option shall be
exercisable as a non-qualified stock option under the Federal tax laws.
 
VIII.  INDEMNIFICATION OF BOARD (OR COMMITTEE, IF APPLICABLE)
 
    In addition to such other rights of indemnification as they may have as
members of the Board (or Committee, if applicable), the members of the Board (or
Committee, if applicable) shall be indemnified by the Company against the
reasonable expenses, including attorneys' fees, actually and necessarily
incurred in connection with the defense of any action, suit or proceeding, or in
connection with any appeal therein, to which they or any of them may be a party
by reason of any action taken or failure to act under or in connection with the
Plan or any option granted thereunder, and against all amounts paid by them in
settlement thereof (provided such settlement is approved by independent legal
counsel selected by the Company) or paid by them in satisfaction of a judgment
in any such action, suit or proceeding except in relation to matters as of which
it shall be adjudged in such action, suit or proceeding that such Board (or
Committee, if applicable) member is liable for negligence or misconduct in the
performance of his duties; provided that within 60 days after institution of any
such action, suit or proceeding a Committee member shall in writing offer the
Company the opportunity, at its own expense, to handle and defend the same.
 
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IX.  TERMINATION AND AMENDMENT OF THE PLAN
 
    9.1  The term during which options may be granted under this Plan shall
expire on April 30, 2008.
 
    9.2 The Board may, insofar as permitted by law, from time to time, with
respect to any shares at the time not subject to options, suspend or discontinue
the Plan or revise or amend it in any respect whatsoever except that, without
approval of the stockholders (to the extent required by Section 162(m) of the
Code, Section 16 of the 1934 Act and the rules promulgated thereunder and any
national securities exchange or national market system on which the shares of
Common Stock are then listed, included or reported), no such revision or
amendment shall (a) change the designation of the class of employees and/ or
independent contractors eligible to receive incentive stock options, (b)
increase the total number of shares for which incentive stock options may be
granted under the Plan, (c) extend the term of the Plan or the maximum option
period thereunder, (d) materially increase the benefits accruing to optionees
under the Plan, or (e) decrease the minimum option price or permit or make
reduction of the price at which shares may be purchased under any option granted
under the Plan, except as provided in Article VI above. No termination or
amendment to this Plan may, without the consent of an optionee, terminate his
option or materially or adversely affect his rights under any outstanding
options.
 
X.  APPLICATION OF FUNDS
 
    The proceeds received by the Company from the sale of Common Stock pursuant
to options will be used for general corporate purposes.
 
XI.  APPROVAL OF STOCKHOLDERS
 
    This Plan is effective as of the date of adoption by the Board of Directors
(or the date the Plan received stockholder approval, if earlier) but is subject
to the approval of the holders of a majority of the outstanding shares of the
stock of the Company, which approval must occur no later than one year after the
date of the adoption of this Plan by the Company's Board of Directors.
 
Date Plan Adopted by Board of Directors: April 30, 1998
 
Date Plan Approved by Stockholders: June 2, 1998
 
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<PAGE>
                      HAWAIIAN NATURAL WATER COMPANY, INC.
                        NOTICE OF GRANT OF STOCK OPTION
 
    Notice is hereby given of the following stock option grant (the "Option") to
purchase shares of the Common Stock of Hawaiian Natural Water Company, Inc. (the
"Company"):
 
<TABLE>
<S>                               <C>
Optionee:
                                  ------------------------
 
Grant Date:
                                  ------------------------
 
Grant Number:
                                  ------------------------
 
Option Price:                     $ -------------- per share
 
Number of Option Shares:
                                  ------------------ shares
 
Expiration Date:
                                  ------------------------
(for incentive stock options, no later than ten years from the Grant Date (five years
in the case of an incentive stock option granted to a 10% or more stockholder)
 
Type of Option:
                                  ----    Incentive Stock Option
 
                                  ----    Non-Qualified Option
</TABLE>
 
    Exercise Schedule: The Option shall become exercisable
    ---------------------------------------
 
    _____________________________________________________________________
 
    _____________________________________________________________________
 
    _____________________________________________________________________
 
    Post-Service or-Employment Exercisability: If the Option is designated a
non-qualified stock option and notwithstanding any provision in Section 5 to the
contrary, the Option may be exercised following Optionee's death, termination of
employment or cessation of service as follows: _________________________________
 
________________________________________________________________________________
 
________________________________________________________________________________
 
________________________________________________________________________________
 
                                      B-1
<PAGE>
    Optionee understands and agrees that the Option is granted subject to and in
accordance with the express terms and conditions of the Hawaiian Natural Water
Company, Inc. 1998 Stock Option Plan (the "Plan"). Optionee further agrees to be
bound by the terms and conditions of the Plan and the terms and conditions of
the Option as set forth in the Stock Option Agreement attached hereto as Exhibit
A. Optionee also acknowledges receipt of a copy of the Plan attached hereto as
Exhibit B.
 
    No Employment or Service Contract. Nothing in this Agreement or in the Plan
shall confer upon Optionee any right to continue in Service or Employment for
any period of specific duration or interfere with or otherwise restrict in any
way the rights of the Company (or any subsidiary employing Optionee) or
Optionee, which rights are hereby expressly reserved by each, to terminate
Optionee's Service or Employment at any time for any reason whatsoever, with or
without cause.
 
Dated: ______________
 
                                          HAWAIIAN NATURAL WATER
                                          COMPANY, INC.
                                          By: __________________________________
                                          Title: _______________________________
                                                       _________________________
                                              OPTIONEE
 
                                          Address: _____________________________
                                                        ________________________
                                                        ________________________
 
Exhibit A: Stock Option Agreement
Exhibit B: Plan
 
                                      B-2
<PAGE>
                      HAWAIIAN NATURAL WATER COMPANY, INC.
                             STOCK OPTION AGREEMENT
 
    THIS STOCK OPTION AGREEMENT dated as of ______________, (this "Agreement"),
is made and entered into by and between Hawaiian Natural Water Company, Inc., a
Hawaiian corporation (the "Company"), and __________________ ("Optionee").
 
                                  WITNESSETH:
 
    WHEREAS, the Company's Board of Directors (the "Board") has adopted the
Company's 1998 Stock Option Plan (the "Plan") for the purpose of attracting and
retaining the services of key employees (including officers and directors),
non-employee Board members and consultants and other independent contractors;
and
 
    WHEREAS, Optionee is an individual who is to render valuable services to the
Company or one or more parent or subsidiary corporations, and this Agreement is
executed pursuant to, and is intended to carry out the purposes of, the Plan in
connection with the Company's grant of a stock option to Optionee.
 
    NOW, THEREFORE, it is hereby agreed as follows:
 
    1.  GRANT OF OPTION.  Subject to and upon the terms and conditions set forth
in the Plan and this Agreement, the Company hereby grants to Optionee, as of the
grant date (the "Grant Date") specified in the accompanying Notice of Grant of
Stock Option (the "Grant Notice"), a stock option to purchase up to that number
of shares of the Company's Common Stock (the "Option Shares") as is specified in
the Grant Notice. Such Option Shares shall be purchasable from time to time
during the option term at the option price (the "Option Price") specified in the
Grant Notice.
 
    2.  OPTION TERM.  This option shall expire at the close of business on the
expiration date (the "Expiration Date") specified in the Grant Notice, unless
sooner terminated in accordance with Section 5 or Section 6 hereof.
 
    3.  LIMITED TRANSFERABILITY.  This option shall be exercisable only by
Optionee during Optionee's lifetime and shall not be transferable or assignable
by Optionee other than by will or by the laws of descent and distribution
following Optionee's death.
 
    4.  DATES OF EXERCISE.  This option shall become exercisable for the Option
Shares in accordance with the installment schedule specified in the Grant
Notice. As the option becomes exercisable for one or more installments, those
installments shall accumulate, and the option shall remain exercisable for the
accumulated installments until the Expiration Date or sooner termination of the
option term under Section 5 or Section 6 of this Agreement. This option shall
not become exercisable for any additional Option Shares following Optionee's
cessation of Service.
 
    5.  CESSATION OF SERVICE OR EMPLOYMENT.  The option term specified in
Section 2 hereof shall terminate (and this option shall cease to be outstanding)
prior to the Expiration Date in accordance with the following provisions:
 
        a.  This option shall immediately terminate and cease to be outstanding
    for any Option Shares for which it is not exercisable at the time of
    Optionee's cessation of Service or Employment.
 
        b.  Should Optionee cease Service or Employment for any reason other
    than death while this option remains outstanding, then Optionee shall have a
    three (3)-month period measured from the date of such cessation of Service
    or Employment in which to exercise this option for any or all of the Option
    Shares for which this option is exercisable at the time of such cessation of
    Service or Employment. In no event, however, may this option be exercised at
    any time after the specified
 
                                      C-1
<PAGE>
    Expiration Date of the option term. Upon the expiration of such three
    (3)-month period or (if earlier) upon the specified Expiration Date of the
    option term, this option shall terminate and cease to be outstanding.
 
        c.  Should Optionee die while in Service or Employment or within the
    three (3)-month period following his or her cessation of Service or
    Employment, then the personal representative of Optionee's estate or the
    person or persons to whom this option is transferred pursuant to Optionee's
    will or in accordance with the laws of descent and distribution shall have
    the right to exercise the option for any or all of the Option Shares for
    which this option is exercisable at the time of Optionee's cessation of
    Service or Employment, less any Option Shares subsequently purchased by
    Optionee prior to death. Such right shall lapse, and this option shall
    terminate and cease to remain outstanding, upon the Expiration Date.
 
        d.  During the limited period of post-Service or -Employment
    exercisability applicable pursuant to subsections (b) and (c) above, this
    option may not be exercised in the aggregate for more than the number of
    Option Shares (if any) for which this option is, at the time of the
    Optionee's cessation of Service or Employment, exercisable in accordance
    with either the normal exercise provisions specified in the Grant Notice or
    the special acceleration provisions of Section 6 of this Agreement.
 
        e.  For purposes of this Agreement, the following definitional
    provisions shall be in effect:
 
           (1) Optionee shall be deemed to remain in Service for so long as such
       individual renders services on a full-time basis to the Company (or any
       parent or subsidiary) in the capacity of an Employee.
 
           (2) Optionee shall be considered to remain in Employment for so long
       as such individual remains in the employ of the (Company or any parent or
       subsidiary), subject to the control and direction of the employer entity
       not only as to the work to be performed but also as to the manner and
       method of performance.
 
           (3) A corporation shall be considered to be a subsidiary of the
       Company if it is a member of an unbroken chain of corporations beginning
       with the Company, provided each such corporation in the chain (other than
       the last corporation) owns, at the time of determination, stock
       possessing fifty percent (50%) or more of the total combined voting power
       of all classes of stock in one of the other corporations in such chain.
 
           (4) A corporation shall be considered to be a parent of the Company
       if it is a member of an unbroken chain ending with the Company, provided
       each such corporation in the chain (other than the Company) owns, at the
       time of determination, stock possessing fifty percent (50%) or more of
       the total combined voting power of all classes of stock in one of the
       other corporations in such chain.
 
    6.  CORPORATE TRANSACTION/CHANGE IN CONTROL.
 
        a.  In the event of any Corporate Transaction or Change in Control, this
    option shall automatically accelerate so that it shall, immediately prior to
    the specified effective date for the Corporate Transaction or Change in
    Control, become fully exercisable with respect to the total number of Option
    Shares at the time subject to the option and may be exercised for all or any
    portion of such shares. Further, in connection with the Corporate
    Transaction, this option shall either be (i) assumed by the successor
    corporation or parent thereof or replaced with a comparable option to
    purchase shares of the capital stock of the successor corporation or parent
    thereof, or (ii) replaced with a right, upon exercise of which, the Optionee
    shall be entitled to receive solely a like amount and kind of securities,
    cash and/or property receivable upon such Corporate Transaction as the
    Optionee would have been entitled to receive if the option, to the extent
    not previously exercised, had been exercised in full immediately prior to
    such Corporate Transaction.
 
                                      C-2
<PAGE>
        b.  For purposes of this Section 6, a "Change in Control" means a change
    in ownership or control of the Company effected through either of the
    following transactions:
 
           (1) any person, or more than one person acting as a group (within the
       meaning of Rule 13d-3 and/or 14d-2 of the 1934 Act), other than the
       Company or a person that directly or indirectly controls, is controlled
       by, or is under common control with, the Company, directly or indirectly
       acquires, in a transaction or series of transactions, beneficial
       ownership (within the meaning of Rule 13d-3 of the 1934 Act) of
       securities possessing more than fifty percent (50%) of the total combined
       voting power of the Company's outstanding securities; or
 
           (2) there is a change in the composition of the Board over a period
       of twelve (12) consecutive months such that a majority of the Board
       members (rounded up to the next whole number) ceases to be comprised of
       individuals who either (A) have been Board members continuously since the
       beginning of such period or (B) have been elected or nominated for
       election as Board members during such period by at least a majority of
       the Board members described in clause (A) who were still in office at the
       time such election or nomination was approved by the Board.
 
        c.  For purposes of this Section 6, a "Corporate Transaction" means any
    of the following stockholder-approved transactions to which the Company is a
    party:
 
           (1) a merger or consolidation in which the Company is not the
       surviving entity, except for a transaction the principal purpose of which
       is to change the State in which the Company is incorporated.
 
           (2) the sale, transfer or other disposition of all or substantially
       all of the assets of the Company in complete liquidation or dissolution
       of the Company, or
 
           (3) any reverse merger in which the Company is the surviving entity
       but in which securities possessing more than fifty percent (50%) of the
       total combined voting power of the Company's outstanding securities are
       transferred to a person or persons different from those who held such
       securities immediately prior to such merger.
 
        d.  The option, to the extent it is assumed in connection with the
    Corporate Transaction or is otherwise to continue in effect, shall be
    appropriately adjusted, immediately after such Corporate Transaction, to
    apply and pertain to the number and class of securities which would have
    been issued to the option holder, in consummation of such Corporate
    Transaction, had such person exercised the option immediately prior to such
    Corporate Transaction. Appropriate adjustments shall be also be made to the
    option price payable per share, provided the aggregate option price payable
    for such securities shall remain the same. In addition, the class and number
    of securities available for issuance under the Plan following the
    consummation of the Corporate Transaction shall be appropriately adjusted.
 
        e.  The grant of a replacement or comparable option pursuant to this
    Section 6 shall in no way affect the right of the Company to adjust,
    reclassify, reorganize or otherwise change its capital or business structure
    or to merge, consolidate, dissolve, liquidate or sell or transfer all or any
    part of its business or assets.
 
        f.  The option, to the extent it is accelerated in connection with the
    Change in Control, shall remain fully exercisable until the expiration or
    sooner termination of the option term.
 
        g.  Any incentive stock option accelerated pursuant to this Section 6 in
    connection with a Corporate Transaction or Change in Control shall remain
    exercisable as an incentive stock option under the Federal tax laws only to
    the extent the applicable dollar limitation of subsection 10b is not
    exceeded. To the extent such dollar limitation is exceeded, the accelerated
    option shall be exercisable as a non-qualified stock option under the
    Federal tax laws.
 
                                      C-3
<PAGE>
    7.  ADJUSTMENT IN OPTION SHARES.
 
    In the event any change is made to the Common Stock issuable under the Plan
by reason of any stock split, stock dividend, recapitalization, combination of
shares, exchange of shares or other change affecting the outstanding Common
Stock as a class effected without the Company's receipt of consideration, the
Board (or Plan Committee, if applicable) shall make appropriate adjustments to
(1) the number and/or class of securities subject to this option and (2) the
Option Price payable per share in order to prevent any dilution or enlargement
of benefits hereunder. Such adjustments shall be final, binding and conclusive.
 
    8.  PRIVILEGE OF STOCK OWNERSHIP.  The holder of this option shall not have
any of the rights of a stockholder with respect to the Option Shares until such
individual shall have exercised this option and paid the Option Price for the
purchased Option Shares.
 
    9.  MANNER OF EXERCISING OPTION.
 
        a.  In order to exercise this option with respect to all or any part of
    the Option Shares for which this option is at the time exercisable, Optionee
    (or in the case of exercise after Optionee's death, Optionee's executor,
    administrator, heir or legatee, as the case may be) must take the following
    actions:
 
           (1) Deliver to the Corporate Secretary of the Company an executed
       notice of exercise in substantially the form of EXHIBIT I to this
       Agreement (the "Exercise Notice"), in which there is specified the number
       of Option Shares which are to be purchased under the exercised option.
 
           (2) Pay the aggregate Option Price for the purchased shares through
       one or more of the following alternatives:
 
               (A) full payment in cash or by check payable to the Company's
           order;
 
               (B) full payment in shares of Common Stock valued at Fair Market
           Value on the Exercise Date (as such term is defined below);
 
               (C) full payment in a combination of shares of Common Stock
           valued at Fair Market Value on the Exercise Date and cash or check
           payable to the Company's order; or
 
               (D) in such other manner as determined and approved by the Board
           (or Committee, if applicable) in order to facilitate the exercise of
           the option.
 
           (3) Furnish to the Company appropriate documentation that the person
       or persons exercising the option (if other than Optionee) have the right
       to exercise this option.
 
        b.  For purposes of this Agreement, the Exercise Date shall be the date
    on which the executed Exercise Notice shall have been delivered to the
    Company. Except to the extent the sale and remittance procedure specified
    above is utilized in connection with the option exercise, payment of the
    Option Price for the purchased shares must accompany such Exercise Notice.
    For all valuation purposes under this Agreement, the Fair Market Value per
    share of Common Stock on any relevant date shall be determined by the Board
    (or Committee, if applicable) in accordance with the following provisions:
 
           (1) If the Common Stock is at the time listed or admitted to trading
       on any national stock exchange, then the Fair Market Value shall be the
       closing selling price per share on the date in question on the exchange
       determined by the Board (or Committee, if applicable) to be the primary
       market for the Common Stock, as such price is officially quoted in the
       composite tape of transactions on such exchange. If there is no reported
       sale of Common Stock on such exchange on the date in question, then the
       Fair Market Value shall be the closing selling price on the exchange on
       the last preceding date for which such quotation exists.
 
                                      C-4
<PAGE>
           (2) If the Common Stock is not at the time listed or admitted to
       trading on any national stock exchange but is traded on the National
       Association of Securities Dealers Automated Quotation System ("NASDAQ"),
       the Fair Market Value shall be the closing selling price per share on the
       date in question, as such price is reported by the National Association
       of Securities Dealers through NASDAQ or any successor system. If there is
       no reported closing selling price for the Common Stock on the date in
       question, then the closing selling price on the last preceding date for
       which such quotation exists shall be determinative of Fair Market Value.
 
           (3) If the Common Stock is not at the time listed or admitted to
       trading on any national stock exchange and is not traded on NASDAQ, but
       there is a public market for the Common Stock, then the Fair Market Value
       on the date in question shall be the average of the last reported bid and
       asked prices of the Common Stock on the date in question as determined by
       the Board (or Committee, if applicable). If there is no reported bid and
       asked prices of the Common Stock on the date in question, then the Fair
       Market Value shall be the average of the last reported bid and asked
       prices of the Common Stock on the last preceding date for which such
       quotation exists as determined by the Board (or Committee, if
       applicable).
 
           (4) If there is no public market for the Common Stock, then the Fair
       Market Value on the date in question shall be determined in good faith by
       the Board (or Committee, if applicable).
 
        c.  As soon as practical after receipt of the Exercise Notice, the
    Company shall mail or deliver to or on behalf of Optionee (or any other
    person or persons exercising this option in accordance herewith) a
    certificate or certificates representing the purchased Option Shares.
 
        d.  In no event shall this option be exercised for any fractional
    shares.
 
    10.  ADDITIONAL TERMS APPLICABLE TO AN INCENTIVE STOCK OPTION.  In the event
this option is designated an incentive stock option in the Grant Notice, the
following terms and conditions shall also apply to the grant:
 
        a.  This option shall cease to qualify for favorable tax treatment as an
    incentive stock option under the Federal tax laws if (and to the extent)
    this option is exercised for one or more Option Shares: (i) more than three
    (3) months after the date Optionee ceases to be an Employee for any reason
    other than death.
 
        b.  If this option is to become exercisable in a series of installments
    as indicated in the Grant Notice, no such installment shall qualify for
    favorable tax treatment as an incentive stock option under the Federal tax
    laws if (and to the extent) the aggregate Fair Market Value (determined at
    the Grant Date) of the Company's Common Stock for which such installment
    first becomes exercisable hereunder will, when added to the aggregate fair
    market value (determined as of the respective date or dates of grant) of the
    Common Stock or other securities for which this option or one or more other
    incentive stock options granted to Optionee prior to the Grant Date (whether
    under the Plan or any other option plan of the Company or any parent or
    subsidiary), first become exercisable during the same calendar year, exceed
    One Hundred Thousand Dollars ($100,000) in the aggregate. Should the number
    of shares of Common Stock for which this option first becomes exercisable in
    any calendar year exceed the applicable One Hundred Thousand Dollar
    ($100,000) limitation, this option may nevertheless be exercised for those
    excess shares in such calendar year as a non-qualified option.
 
        c.  Should the exercisability of this option be accelerated upon a
    Corporate Transaction in accordance with Section 6 hereof, then this option
    shall qualify for favorable tax treatment as an incentive stock option under
    the Federal tax laws only to the extent the aggregate Fair Market Value
    (determined at the Grant Date) of the Company's Common Stock for which this
    option first becomes exercisable in the calendar year in which the Corporate
    Transaction occurs does not, when added to the aggregate fair market value
    (determined as of the respective date or dates of grant) of the Common Stock
    or other securities for which this option or one or more other incentive
    stock options
 
                                      C-5
<PAGE>
    granted to Optionee prior to the Grant Date (whether under the Plan or any
    other option plan of the Company or any parent or subsidiary) first become
    exercisable during the same calendar year, exceed One Hundred Thousand
    Dollars ($100,000) in the aggregate. Should the number of shares of Common
    Stock for which this option first becomes exercisable in the calendar year
    of such Corporate Transaction exceed the applicable One Hundred Thousand
    Dollar ($100,000) limitation, the option may nevertheless be exercised for
    the excess shares in such calendar year as a non-qualified option.
 
        d.  Should the Optionee hold, in addition to this option, one or more
    other options to purchase Common Stock which become exercisable for the
    first time in the same calendar year as this option, then the foregoing
    limitations on the exercisability of such options as incentive stock options
    under the Federal tax laws shall be applied on the basis of the order in
    which such options are granted.
 
        e.  Notwithstanding the designation of this option as an incentive stock
    option in the Grant Notice, this option shall not qualify as an incentive
    under the Federal tax laws if the Optionee directly or indirectly owns
    (within the meaning of Section 422(b)(6) of the Code) stock possessing more
    than ten percent (10%) of the total combined voting power or value of all
    classes of stock of the Company or its parent corporation or any of its
    subsidiary corporations, unless the Option Price is at least one hundred ten
    percent (110%) of the Fair Market Value per share of Common Stock subject to
    this option on the Grant Date and the Expiration Date is no later than five
    (5) years after the Grant Date.
 
        f.  To the extent this option should fail to qualify as an incentive
    stock option under the Federal tax laws, Optionee will recognize
    compensation income in connection with the acquisition of one or more Option
    Shares hereunder, and Optionee must make appropriate arrangements for the
    satisfaction of all Federal, state or local income and employment tax
    withholding requirements applicable to such compensation income.
 
    11.  ADDITIONAL TERMS APPLICABLE TO A NON-QUALIFIED STOCK OPTION.  In the
event this option is designated a non-qualified stock option in the Grant
Notice, Optionee shall make appropriate arrangements with the Company (or any
parent or subsidiary employing Optionee) for the satisfaction of all Federal,
state or local income tax and employment tax withholding requirements applicable
to the exercise of this option.
 
    12.  GOVERNING LAW.  The interpretation, performance, and enforcement of
this Agreement shall be governed by the laws of the State of Hawaii without
resort to that state's conflict-of-laws rules.
 
    13.  COMPLIANCE WITH LAWS AND REGULATIONS.  The exercise of this option and
the issuance of Option Shares upon such exercise shall be subject to compliance
by the Company and Optionee with all applicable requirements of law relating
thereto and with all applicable regulations of any stock exchange on which
shares of the Company's Common Stock may be listed at the time of such exercise
and issuance.
 
    14.  SUCCESSORS AND ASSIGNS.  Except to the extent otherwise provided in
Section 3 or Section 6 hereof, the provisions of this Agreement shall inure to
the benefit of, and be binding upon, the successors, administrators, heirs and
legal representatives of Optionee and the successors and assigns of the Company.
 
    15.  LIABILITY OF COMPANY.  The inability of the Company to obtain approval
from any regulatory body having authority deemed by the Company to be necessary
to the lawful issuance and sale of any Common Stock pursuant to this option
shall relieve the Company of any liability with respect to the non-issuance or
sale of the Common Stock as to which such approval shall not have been obtained.
The Company shall, however, use its best efforts to obtain all such approvals.
 
    16.  NO EMPLOYMENT/SERVICE CONTRACT.  Nothing in this Agreement or in the
Plan shall confer upon Optionee any right to continue in the Service or
Employment of the Company (or any parent or subsidiary employing or retaining
Optionee) for any period of specific duration or interfere with or otherwise
restrict in any way the rights of the Company (or any such parent or subsidiary)
or Optionee, which rights are
 
                                      C-6
<PAGE>
hereby expressly reserved by each party, to terminate Optionee's Service or
Employment at any time for any reason whatsoever, with or without cause.
 
    17.  NOTICES.  Any notice required to be given or delivered to the Company
under the terms of this Agreement shall be in writing and addressed to the
Company in care of the Corporate Secretary at the Company's principal offices at
248 Mokauea Street, Honolulu, Hawaii 96819. Any notice required to be given or
delivered to Optionee shall be in writing and addressed to Optionee at the
address indicated on the Grant Notice. All notices shall be deemed to have been
given or delivered upon personal delivery or upon deposit in the U.S. mail, by
registered or certified mail, postage prepaid and properly addressed to the
party to be notified.
 
    18.  CONSTRUCTION.  This Agreement and the option evidenced hereby are made
and granted pursuant to the Plan and are in all respects limited by and subject
to the express terms and provisions of the Plan. All capitalized terms not
otherwise defined herein shall have the respective meanings ascribed to them in
the Plan. All decisions of the Board (or Committee, if applicable) with respect
to any question or issue arising under the Plan or this Agreement shall be
conclusive and binding on all persons having an interest in this option.
 
                                          HAWAIIAN NATURAL WATER
                                          COMPANY, INC.
                                          --------------------------------------
                                          By:
                                          --------------------------------------
 
                                          Title:
 -------------------------------------------------------------------------------
 
                                      C-7
<PAGE>
                                   EXHIBIT I
                          NOTICE OF EXERCISE OF OPTION
 
    I hereby notify Hawaiian Natural Water Company, Inc. (the "Company") that I
elect to purchase ______ shares of the Company's Common Stock (the "Purchased
Shares") at the option exercise price of $______ per share (the "Option Price")
pursuant to that certain option (the "Option") granted to me under the Company's
1998 Stock Option Plan on ______.
 
    Concurrently with the delivery of this Notice of Exercise of Option to the
Corporate Secretary of the Company, I shall hereby pay to the Company the Option
Price for the Purchased Shares in accordance with the provisions of my agreement
with the Company evidencing the Option (the "Agreement"), and shall deliver
whatever additional documents may be required by the Agreement as a condition
for exercise.
 
<TABLE>
<S>                                           <C>
Date: , 199                                   OPTIONEE
 
                                              -------------------------------------------
                                              -------------------------------------------
                                              Address: ----------------------------------
                                              -------------------------------------------
 
Print name in exact manner it is to appear
on the stock certificate:
                                              -------------------------------------------
 
Address to which certificate is to be sent,
if different from address above:              -------------------------------------------
                                              -------------------------------------------
 
Social Security Number:
                                              -------------------------------------------
 
Employee Number:
                                              -------------------------------------------
</TABLE>
 
                                      C-8
<PAGE>
                      HAWAIIAN NATURAL WATER COMPANY, INC.
                 NOTICE OF GRANT OF NON-QUALIFIED STOCK OPTION
 
    Notice is hereby given of the following stock option grant (the "Option") to
purchase shares of the Common Stock of Hawaiian Natural Water Company, Inc. (the
"Company"):
 
<TABLE>
<S>                               <C>
Optionee:
                                  ------------------------
 
Grant Date:
                                  ------------------------
 
Grant Number:
                                  ------------------------
 
Option Price:                     $ -------------- per share
 
Number of Option Shares:
                                  ------------------ shares
 
Expiration Date:
                                  ------------------------
</TABLE>
 
    Exercise Schedule: The Option shall become exercisable
    ---------------------------------------
 
    _____________________________________________________________________
 
    _____________________________________________________________________
 
    _____________________________________________________________________
 
    Optionee understands and agrees that the Option is granted subject to and in
accordance with the express terms and conditions of the Hawaiian Natural Water
Company, Inc. 1998 Stock Option Plan (the "Plan"). Optionee further agrees to be
bound by the terms and conditions of the Plan and the terms and conditions of
the Option as set forth in the Stock Option Agreement attached hereto as Exhibit
A. Optionee also acknowledges receipt of a copy of the Plan attached hereto as
Exhibit B.
 
                                      D-1
<PAGE>
    No Employment or Service Contract. Nothing in this Agreement or in the Plan
shall confer upon Optionee any right to continue in Service or Employment for
any period of specific duration or interfere with or otherwise restrict in any
way the rights of the Company (or any subsidiary employing Optionee) or
Optionee, which rights are hereby expressly reserved by each, to terminate
Optionee's Service or Employment at any time for any reason whatsoever, with or
without cause.
 
Dated: ______________
 
                                          HAWAIIAN NATURAL WATER
                                          COMPANY, INC.
                                          By: __________________________________
                                          Title: _______________________________
                                                       _________________________
                                              OPTIONEE
 
                                          Address: _____________________________
                                                        ________________________
                                                        ________________________
 
Exhibit A: Stock Option Agreement
Exhibit B: Plan
 
                                      D-2
<PAGE>
                      HAWAIIAN NATURAL WATER COMPANY, INC.
                      NON-QUALIFIED STOCK OPTION AGREEMENT
 
    THIS STOCK OPTION AGREEMENT dated as of __________, (this "Agreement"), is
made and entered into by and between Hawaiian Natural Water Company, Inc., a
Hawaiian corporation (the "Company"), and ____________ ("Optionee").
 
                                  WITNESSETH:
 
    WHEREAS, the Company's Board of Directors (the "Board") has adopted the
Company's 1998 Stock Option Plan (the "Plan") for the purpose of attracting and
retaining the services of key employees (including officers and directors),
non-employee Board members and consultants and other independent contractors;
and
 
    WHEREAS, Optionee is an individual who is to render valuable services to the
Company or one or more parent or subsidiary corporations, and this Agreement is
executed pursuant to, and is intended to carry out the purposes of, the Plan in
connection with the Company's grant of a stock option to Optionee.
 
    NOW, THEREFORE, it is hereby agreed as follows:
 
    1.  GRANT OF OPTION.  Subject to and upon the terms and conditions set forth
in the Plan and this Agreement, the Company hereby grants to Optionee, as of the
grant date (the "Grant Date") specified in the accompanying Notice of Grant of
Stock Option (the "Grant Notice"), a stock option to purchase up to that number
of shares of the Company's Common Stock (the "Option Shares") as is specified in
the Grant Notice. Such Option Shares shall be purchasable from time to time
during the option term at the option price (the "Option Price") specified in the
Grant Notice.
 
    2.  OPTION TERM.  This option shall expire at the close of business on the
expiration date (the "Expiration Date") specified in the Grant Notice, unless
sooner terminated in accordance with Section 5 or Section 6 hereof.
 
    3.  LIMITED TRANSFERABILITY.  This option shall be exercisable only by
Optionee during Optionee's lifetime and shall not be transferable or assignable
by Optionee other than by will or by the laws of descent and distribution
following Optionee's death.
 
    4.  DATES OF EXERCISE.  This option shall become exercisable for the Option
Shares in accordance with the installment schedule specified in the Grant
Notice. As the option becomes exercisable for one or more installments, those
installments shall accumulate, and the option shall remain exercisable for the
accumulated installments until the Expiration Date.
 
    5.  CORPORATE TRANSACTION/CHANGE IN CONTROL.
 
        a.  In the event of any Corporate Transaction or Change in Control, this
    option shall automatically accelerate so that it shall, immediately prior to
    the specified effective date for the Corporate Transaction or Change in
    Control, become fully exercisable with respect to the total number of Option
    Shares at the time subject to the option and may be exercised for all or any
    portion of such shares. Further, in connection with the Corporate
    Transaction, this option shall either be (i) assumed by the successor
    corporation or parent thereof or replaced with a comparable option to
    purchase shares of the capital stock of the successor corporation or parent
    thereof, or (ii) replaced with a right, upon exercise of which, the Optionee
    shall be entitled to receive solely a like amount and kind of securities,
    cash and/or property receivable upon such Corporate Transaction as the
    Optionee would have been entitled to receive if the option, to the extent
    not previously exercised, had been exercised in full immediately prior to
    such Corporate Transaction.
 
                                      E-1
<PAGE>
        b.  For purposes of this Section 5, a "Change in Control" means a change
    in ownership or control of the Company effected through either of the
    following transactions:
 
           (1) any person, or more than one person acting as a group (within the
       meaning of Rule 13d-3 and/or 14d-2 of the 1934 Act), other than the
       Company or a person that directly or indirectly controls, is controlled
       by, or is under common control with, the Company, directly or indirectly
       acquires, in a transaction or series of transactions, beneficial
       ownership (within the meaning of Rule 13d-3 of the 1934 Act) of
       securities possessing more than fifty percent (50%) of the total combined
       voting power of the Company's outstanding securities; or
 
           (2) there is a change in the composition of the Board over a period
       of twelve (12) consecutive months such that a majority of the Board
       members (rounded up to the next whole number) ceases to be comprised of
       individuals who either (A) have been Board members continuously since the
       beginning of such period or (B) have been elected or nominated for
       election as Board members during such period by at least a majority of
       the Board members described in clause (A) who were still in office at the
       time such election or nomination was approved by the Board.
 
        c.  For purposes of this Section 5, a "Corporate Transaction" means any
    of the following stockholder-approved transactions to which the Company is a
    party:
 
           (1) a merger or consolidation in which the Company is not the
       surviving entity, except for a transaction the principal purpose of which
       is to change the State in which the Company is incorporated.
 
           (2) the sale, transfer or other disposition of all or substantially
       all of the assets of the Company in complete liquidation or dissolution
       of the Company, or
 
           (3) any reverse merger in which the Company is the surviving entity
       but in which securities possessing more than fifty percent (50%) of the
       total combined voting power of the Company's outstanding securities are
       transferred to a person or persons different from those who held such
       securities immediately prior to such merger.
 
        d.  The option, to the extent it is assumed in connection with the
    Corporate Transaction or is otherwise to continue in effect, shall be
    appropriately adjusted, immediately after such Corporate Transaction, to
    apply and pertain to the number and class of securities which would have
    been issued to the option holder, in consummation of such Corporate
    Transaction, had such person exercised the option immediately prior to such
    Corporate Transaction. Appropriate adjustments shall be also be made to the
    option price payable per share, provided the aggregate option price payable
    for such securities shall remain the same. In addition, the class and number
    of securities available for issuance under the Plan following the
    consummation of the Corporate Transaction shall be appropriately adjusted.
 
        e.  The grant of a replacement or comparable option pursuant to this
    Section 5 shall in no way affect the right of the Company to adjust,
    reclassify, reorganize or otherwise change its capital or business structure
    or to merge, consolidate, dissolve, liquidate or sell or transfer all or any
    part of its business or assets.
 
        f.  The option, to the extent accelerated in connection with the Change
    in Control, shall remain fully exercisable until the expiration of the
    option term.
 
    6.  ADJUSTMENT IN OPTION SHARES.  In the event any change is made to the
Common Stock issuable under the Plan by reason of any stock split, stock
dividend, recapitalization, combination of shares, exchange of shares or other
change affecting the outstanding Common Stock as a class effected without the
Company's receipt of consideration, the Board (or Plan Committee, if applicable)
shall make appropriate adjustments to (1) the number and/or class of securities
subject to this option and (2) the
 
                                      E-2
<PAGE>
Option Price payable per share in order to prevent any dilution or enlargement
of benefits hereunder. Such adjustments shall be final, binding and conclusive.
 
    7.  PRIVILEGE OF STOCK OWNERSHIP.  The holder of this option shall not have
any of the rights of a stockholder with respect to the Option Shares until such
individual shall have exercised this option and paid the Option Price for the
purchased Option Shares.
 
    8.  MANNER OF EXERCISING OPTION.
 
        a.  In order to exercise this option with respect to all or any part of
    the Option Shares for which this option is at the time exercisable, Optionee
    (or in the case of exercise after Optionee's death, Optionee's executor,
    administrator, heir or legatee, as the case may be) must take the following
    actions:
 
           (1) Deliver to the Corporate Secretary of the Company an executed
       notice of exercise in substantially the form of EXHIBIT I to this
       Agreement (the "Exercise Notice"), in which there is specified the number
       of Option Shares which are to be purchased under the exercised option.
 
           (2) Pay the aggregate Option Price for the purchased shares through
       one or more of the following alternatives:
 
               (A) full payment in cash or by check payable to the Company's
           order;
 
               (B) full payment in shares of Common Stock valued at Fair Market
           Value on the Exercise Date (as such term is defined below);
 
               (C) full payment in a combination of shares of Common Stock
           valued at Fair Market Value on the Exercise Date and cash or check
           payable to the Company's order; or
 
               (D) in such other manner as determined and approved by the Board
           (or Committee, if applicable) in order to facilitate the exercise of
           the option.
 
           (3) Furnish to the Company appropriate documentation that the person
       or persons exercising the option (if other than Optionee) have the right
       to exercise this option.
 
        b.  For purposes of this Agreement, the Exercise Date shall be the date
    on which the executed Exercise Notice shall have been delivered to the
    Company. Except to the extent the sale and remittance procedure specified
    above is utilized in connection with the option exercise, payment of the
    Option Price for the purchased shares must accompany such Exercise Notice.
    For all valuation purposes under this Agreement, the Fair Market Value per
    share of Common Stock on any relevant date shall be determined by the Board
    (or Committee, if applicable) in accordance with the following provisions:
 
           (1) If the Common Stock is at the time listed or admitted to trading
       on any national stock exchange, then the Fair Market Value shall be the
       closing selling price per share on the date in question on the exchange
       determined by the Board (or Committee, if applicable) to be the primary
       market for the Common Stock, as such price is officially quoted in the
       composite tape of transactions on such exchange. If there is no reported
       sale of Common Stock on such exchange on the date in question, then the
       Fair Market Value shall be the closing selling price on the exchange on
       the last preceding date for which such quotation exists.
 
           (2) If the Common Stock is not at the time listed or admitted to
       trading on any national stock exchange but is traded on the National
       Association of Securities Dealers Automated Quotation System ("NASDAQ"),
       the Fair Market Value shall be the closing selling price per share on the
       date in question, as such price is reported by the National Association
       of Securities Dealers through NASDAQ or any successor system. If there is
       no reported closing selling price
 
                                      E-3
<PAGE>
       for the Common Stock on the date in question, then the closing selling
       price on the last preceding date for which such quotation exists shall be
       determinative of Fair Market Value.
 
           (3) If the Common Stock is not at the time listed or admitted to
       trading on any national stock exchange and is not traded on NASDAQ, but
       there is a public market for the Common Stock, then the Fair Market Value
       on the date in question shall be the average of the last reported bid and
       asked prices of the Common Stock on the date in question as determined by
       the Board (or Committee, if applicable). If there is no reported bid and
       asked prices of the Common Stock on the date in question, then the Fair
       Market Value shall be the average of the last reported bid and asked
       prices of the Common Stock on the last preceding date for which such
       quotation exists as determined by the Board (or Committee, if
       applicable).
 
           (4) If there is no public market for the Common Stock, then the Fair
       Market Value on the date in question shall be determined in good faith by
       the Board (or Committee, if applicable).
 
        c.  As soon as practical after receipt of the Exercise Notice, the
    Company shall mail or deliver to or on behalf of Optionee (or any other
    person or persons exercising this option in accordance herewith) a
    certificate or certificates representing the purchased Option Shares.
 
        d.  In no event shall this option be exercised for any fractional
    shares.
 
    9.  EMPLOYMENT TAX WITHHOLDING.  If Optionee is an employee, Optionee shall
make appropriate arrangements with the Company (or any parent or subsidiary
employing Optionee) for the satisfaction of all Federal, state or local income
tax and employment tax withholding requirements applicable to the exercise of
this option.
 
    10.  GOVERNING LAW.  The interpretation, performance, and enforcement of
this Agreement shall be governed by the laws of the State of Hawaii without
resort to that state's conflict-of-laws rules.
 
    11.  COMPLIANCE WITH LAWS AND REGULATIONS.  The exercise of this option and
the issuance of Option Shares upon such exercise shall be subject to compliance
by the Company and Optionee with all applicable requirements of law relating
thereto and with all applicable regulations of any stock exchange on which
shares of the Company's Common Stock may be listed at the time of such exercise
and issuance.
 
    12.  SUCCESSORS AND ASSIGNS.  Except to the extent otherwise provided in
Section 3 hereof, the provisions of this Agreement shall inure to the benefit
of, and be binding upon, the successors, administrators, heirs and legal
representatives of Optionee and the successors and assigns of the Company.
 
    13.  LIABILITY OF COMPANY.  The inability of the Company to obtain approval
from any regulatory body having authority deemed by the Company to be necessary
to the lawful issuance and sale of any Common Stock pursuant to this option
shall relieve the Company of any liability with respect to the non-issuance or
sale of the Common Stock as to which such approval shall not have been obtained.
The Company shall, however, use its best efforts to obtain all such approvals.
 
    14.  NO EMPLOYMENT/SERVICE CONTRACT.  Nothing in this Agreement or in the
Plan shall confer upon Optionee any right to continue in the service or
employment of the Company (or any parent or subsidiary employing or retaining
Optionee) for any period of specific duration or interfere with or otherwise
restrict in any way the rights of the Company (or any such parent or subsidiary)
or Optionee, which rights are hereby expressly reserved by each party, to
terminate Optionee's service or employment at any time for any reason
whatsoever, with or without cause.
 
    15.  NOTICES.  Any notice required to be given or delivered to the Company
under the terms of this Agreement shall be in writing and addressed to the
Company in care of the Corporate Secretary at the Company's principal offices at
248 Mokauea Street, Honolulu, Hawaii 96819. Any notice required to be given or
delivered to Optionee shall be in writing and addressed to Optionee at the
address indicated on the Grant Notice. All notices shall be deemed to have been
given or delivered upon personal delivery or
 
                                      E-4
<PAGE>
upon deposit in the U.S. mail, by registered or certified mail, postage prepaid
and properly addressed to the party to be notified.
 
    16.  CONSTRUCTION.  This Agreement and the option evidenced hereby are made
and granted pursuant to the Plan and are in all respects limited by and subject
to the express terms and provisions of the Plan. All capitalized terms not
otherwise defined herein shall have the respective meanings ascribed to them in
the Plan. All decisions of the Board (or Committee, if applicable) with respect
to any question or issue arising under the Plan or this Agreement shall be
conclusive and binding on all persons having an interest in this option.
 
                                          HAWAIIAN NATURAL WATER
                                          COMPANY, INC.
                                          --------------------------------------
                                          By:
                                          --------------------------------------
 
                                          Title:
 -------------------------------------------------------------------------------
 
                                      E-5
<PAGE>
                                   EXHIBIT I
                          NOTICE OF EXERCISE OF OPTION
 
    I hereby notify Hawaiian Natural Water Company, Inc. (the "Company") that I
elect to purchase ______ shares of the Company's Common Stock (the "Purchased
Shares") at the option exercise price of $______ per share (the "Option Price")
pursuant to that certain option (the "Option") granted to me under the Company's
1998 Stock Option Plan on __________.
 
    Concurrently with the delivery of this Notice of Exercise of Option to the
Corporate Secretary of the Company, I shall hereby pay to the Company the Option
Price for the Purchased Shares in accordance with the provisions of my agreement
with the Company evidencing the Option (the "Agreement"), and shall deliver
whatever additional documents may be required by the Agreement as a condition
for exercise.
 
<TABLE>
<S>                                           <C>
Date: , 199                                   OPTIONEE
 
                                              -------------------------------------------
                                              -------------------------------------------
                                              Address: ----------------------------------
                                              -------------------------------------------
 
Print name in exact manner it is to appear
on the stock certificate:
                                              -------------------------------------------
 
Address to which certificate is to be sent,
if different from address above:              -------------------------------------------
                                              -------------------------------------------
 
Social Security Number:
                                              -------------------------------------------
 
Employee Number:
                                              -------------------------------------------
</TABLE>
 
                                      E-6