<PAGE>

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


                        HAWAIIAN NATURAL WATER COMPANY, INC.
 
                                        AND

                     CONTINENTAL STOCK TRANSFER & TRUST COMPANY
     





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




                                  WARRANT AGREEMENT
     
 






                                DATED AS OF MAY 14, 1997
     


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

<PAGE>


   WARRANT AGREEMENT, dated this 14th day of May, 1997 by and between HAWAIIAN
NATURAL WATER COMPANY, INC., a Hawaiian corporation (the "Company"), and
CONTINENTAL STOCK TRANSFER & TRUST COMPANY.

                                  WITNESSETH:

     WHEREAS, in connection with (i) the offering (the "Offering") to the 
public of 2,000,000 units (the "Units"), each Unit consisting of one share of 
the Company's common stock, no par value per share (the "Common Stock"), and 
one redeemable warrant (the "Warrants"), each Warrant entitling the holder 
thereof to purchase one share of Common Stock, (ii) the over-allotment option 
granted to Joseph Stevens & Company, Inc., (the "Underwriter") in the public 
offering referred to above, to purchase up to an additional 300,000 Units 
(the "Over-Allotment Option"), and (iii) 643,500 Warrants to be issued upon 
consummation of the Offering and registered for the account of certain 
securityholders of the Company in exchange for certain warrants ("Bridge 
Warrants") issued in connection with the Company's bridge financing 
consummated in October 1996 (the "Bridge Financing"), the Company will issue 
up to 2,943,500 Warrants (subject to increase as provided herein); 

     WHEREAS, the Company desires to provide for the issuance of certificates 
representing the Warrants; and 

     WHEREAS, the Company desires the Warrant Agent (as defined in SECTION 
1(r) hereof) to act on behalf of the Company, and the Warrant Agent is 
willing to so act, in connection with the issuance, registration, transfer 
and exchange of certificates representing the Warrants and the exercise of 
the Warrants. 

     NOW, THEREFORE, in consideration of the premises and the mutual 
agreements hereinafter set forth and for the purpose of defining the terms 
and provisions of the Warrants

<PAGE>     

and the certificates representing the Warrants and the respective rights and 
obligations thereunder of the Company, the Underwriter, the holders of 
certificates representing the Warrants and the Warrant Agent, the parties 
hereto agree as follows: 

     SECTION 1. DEFINITIONS. As used herein, the following terms shall have the
following meanings, unless the context shall otherwise require:

     (a) "Act" shall mean the Securities Act of 1933, as amended.

     (b) "Commission" shall mean the Securities and Exchange Commission.

     (c) "Common Stock" shall have the meaning set forth in SECTION 8(d) 
 hereof.

     (d) "Company" shall have the meaning assigned to such term in the first
(1st) paragraph of this Agreement.
 
     (e) "Corporate Office" shall mean the office of the Warrant Agent at   
which at any particular time its principal business in New York, New York 
shall be administered, which office is located on the date hereof at 2 
Broadway, New York, New York 10004.

     (f) "Exchange Act" shall mean the Securities Exchange Act of 1934, as 
amended.      

     (g) "Exercise Date" shall mean, subject to the provisions of 
SECTION 5(b) hereof, as to any Warrant, the date on which the Warrant Agent 
shall have received both (i) the Warrant Certificate representing such 
Warrant, with the exercise form thereon duly executed by the Registered 
Holder (as defined in SECTION 1(m) hereof) thereof or his attorney duly 
authorized in writing, and (ii) payment in cash or by check made payable to 
the Warrant Agent for the account of the Company of an amount in lawful money 
of the United States of America equal to the applicable Purchase Price (as 
defined in SECTION 1(k) hereof). 

     (h) "Initial Warrant Exercise Date" shall mean May 14, 1997.

                                       2
<PAGE>

     (i) "Initial Warrant Redemption Date" shall mean May 14, 1998.

     (j) "NASD" shall mean the National Association of Securities Dealers, Inc.

     (k) "Purchase Price" shall mean, subject to modification and adjustment as

provided in SECTION 8 hereof, $6.00 per Share.

     (1) "Redemption Date" shall mean the date (which may not occur before the
Initial Warrant Redemption Date) fixed for the redemption of the Warrants in
accordance with the terms hereof.

     (m) "Registered Holder" shall mean the person in whose name any certificate
representing the Warrants shall be registered on the books maintained by the
Warrant Agent pursuant to SECTION 6(b) hereof.

     (n) "Subsidiary" or "Subsidiaries" shall mean any corporation or 
corporations, as the case may be, of which stock having ordinary power to 
elect a majority of the board of directors of such corporation or 
corporations (regardless of whether or not at the time the stock of any other 
class or classes of such corporation shall have or may have voting power by 
reason of the happening of any contingency) is at the time directly or 
indirectly owned by the Company or by one or more Subsidiaries, or by the 
Company and one or more Subsidiaries. 

     (o) "Transfer Agent" shall mean Continental Stock Transfer & Trust 
Company of New York, New York or its authorized successor. 

     (p) "Underwriting Agreement" shall mean the underwriting agreement dated 
May 14, 1997 between the Company and the Underwriter relating to the purchase 
for resale to the public of 2,000,000 Units (without giving effect to the 
Over-Allotment Option).

                                       3    

<PAGE>

     (q) "Warrant Agent" shall mean Continental Stock Transfer & Trust 
Company of New York, New York or its authorized successor.

     (r) "Warrant Certificate" shall mean a certificate representing each of 
the Warrants substantially in the form annexed hereto as EXHIBIT A.

     (s) "Warrant Expiration Date" shall mean, unless the Warrants are 
redeemed as provided in SECTION 9 hereof prior to such date, 5:00 p.m. (New 
York time) on May 13, 2002 or, if such date shall in the State of New York be 
a holiday or a day on which banks are authorized to close, then 5:00 p.m. 
(New York time) on the next following day which in the State of New York is 
not a holiday or a day on which banks are authorized to close, subject to the 
Company's right, prior to the Warrant Expiration Date, with the consent of 
the Underwriter, to extend such Warrant Expiration Date on five (5) business 
days prior written notice to the Registered Holders.

   SECTION 2.  WARRANTS AND ISSUANCE OF WARRANT CERTIFICATES.

     (a) One Warrant shall initially entitle the Registered Holder of the 
Warrant Certificate representing such Warrant to purchase at the Purchase 
Price therefor from the Initial Warrant Exercise Date until the Warrant 
Expiration Date one (1) share of Common Stock upon the exercise thereof, 
subject to modification and adjustment as provided in SECTION 8 hereof.

     (b) Upon execution of this Agreement, Warrant Certificates representing 
2,000,000 Warrants to purchase up to an aggregate of 2,000,000 shares of 
Common Stock (subject to modification and adjustment as provided in SECTION 8 
hereof), shall be executed by the Company and delivered to the Warrant Agent.

     (c) Upon exercise of the Over-Allotment Option, in whole or in part, 
Warrant Certificates representing up to 300,000 Warrants to purchase up to an 
aggregate of

                                       4    

<PAGE>

300,000 shares of Common Stock (subject to modification and adjustment as
provided in SECTION 8 hereof) shall be executed by the Company and delivered
to the Warrant Agent. 

     (d) [Intentionally omitted]

     (e) Upon consummation of the Offering, Warrant Certificates representing 
643,500 Warrants, issued to certain security holders of the Company in 
exchange for certain Bridge Warrants, entitling the holders thereof to 
purchase up to an aggregate of 643,500 shares of Common Stock (subject to 
modification and adjustment as provided in SECTION 8) shall be executed by 
the Company and delivered to the Warrant Agent.

     (f) From time to time, up to the Warrant Expiration Date, the Warrant 
Agent shall countersign and deliver Warrant Certificates in required 
denominations of one or whole number multiples thereof to the person entitled 
thereto in connection with any transfer or exchange permitted under this 
Agreement. No Warrant Certificates shall be issued except (i) Warrant 
Certificates initially issued hereunder, (ii) Warrant Certificates issued 
upon any transfer or exchange of Warrants, (iii) Warrant Certificates issued 
in replacement of lost, stolen, destroyed or mutilated Warrant Certificates 
pursuant to SECTION 7 hereof, and (iv) at the option of the Company, Warrant 
Certificates in such form as may be approved by its Board of Directors, to 
reflect any adjustment or change in the Purchase Price, the number of shares 
of Common Stock purchasable upon the exercise of a Warrant or the redemption 
price therefor. 

   SECTION 3. FORM AND EXECUTION OF WARRANT CERTIFICATES.

      (a) The Warrant Certificates shall be substantially in the form annexed 
hereto as EXHIBIT A (the provisions of which are hereby incorporated herein) 
and may have such letters, numbers or other marks of identification or 
designation and such legends, summaries or endorsements printed, lithographed 
or engraved thereon as the Company may deem appropriate

                                       5    
<PAGE>

and as are not inconsistent with the provisions of this Agreement, or as may 
be required to comply with any law or with any rule or regulation made 
pursuant thereto or with any rule or regulation of any stock exchange on 
which the Warrants may be listed, or to conform to usage.  The Warrant 
Certificates shall be dated the date of issuance thereof (whether upon 
initial issuance, transfer, exchange or in lieu of mutilated, lost, stolen or 
destroyed Warrant Certificates).

     (b) Warrant Certificates shall be executed on behalf of the Company by 
its Chief Executive Officer, President or any Vice President and by its 
Treasurer or an Assistant Treasurer or its Secretary or an Assistant 
Secretary, by manual signatures or by facsimile signatures printed thereon, 
and shall have imprinted thereon a facsimile of the Company's seal.  Warrant 
Certificates shall be manually countersigned by the Warrant Agent and shall 
not be valid for any purpose unless so countersigned. In case any officer of 
the Company who shall have signed any of the Warrant Certificates shall cease 
to be such officer of the Company before the date of issuance of the Warrant 
Certificates or before countersignature by the Warrant Agent and issue and 
delivery thereof, such Warrant Certificates, nevertheless, may be 
countersigned by the Warrant Agent and issued and delivered with the same 
force and effect as though the officer of the Company who signed such Warrant 
Certificates had not ceased to hold such office.

   SECTION 4. EXERCISE.              

     (a) Warrants in denominations of one or whole number multiples thereof 
may be exercised commencing at any time on or after the Initial Warrant 
Exercise Date, but not after the Warrant Expiration Date, upon the terms and 
subject to the conditions set forth herein (including the provisions set 
forth in SECTIONS 5 and 9 hereof) and in the applicable Warrant Certificate. 
A Warrant shall be deemed to have been exercised immediately prior to the 
close

                                       6    
<PAGE>

of business on the Exercise Date, provided that the Warrant Certificate 
representing such Warrant, with the exercise form thereon duly executed by 
the Registered Holder thereof or his attorney duly authorized in writing, 
together with payment in cash or by check made payable to the Warrant Agent 
for the account of the Company of an amount in lawful money of the United 
States of America equal to the applicable Purchase Price, have been received 
by the Warrant Agent. The person entitled to receive the securities 
deliverable upon such exercise shall be treated for all purposes as the 
holder of such securities as of the close of business on the Exercise Date. 
As soon as practicable on or after the Exercise Date and in any event within 
three (3) business days after such date, the Warrant Agent, on behalf of the 
Company, shall cause to be issued to the person or persons entitled to 
receive the same a Common Stock certificate or certificates for the shares of 
Common Stock deliverable upon such exercise, and the Warrant Agent shall 
deliver the same to the person or persons entitled thereto. Upon the exercise 
of any Warrants, the Warrant Agent shall promptly notify the Company in 
writing of such fact and of the number of securities delivered upon such 
exercise and, subject to SECTION 4(b) hereof, shall cause all payments in 
cash or by check made payable to the order of the Company in respect of the 
Purchase Price to be deposited promptly in the Company's bank account or 
delivered to the Company. 

     (b) At any time upon the exercise of any Warrants after one year and one 
day from the date hereof, the Warrant Agent shall, on a daily basis, within 
two business days after such exercise, notify the Underwriter, its successors 
or assigns of the exercise of any such Warrants and shall, on a weekly basis 
(subject to collection of funds constituting the tendered Purchase Price, but 
in no event later than five business days after the last day of the calendar 
week in which such funds were tendered), for solicitation by the Underwriter 
of the exercise of

                                       7    
 
<PAGE>

Warrants of the Registered Holders then being exercised, remit to the 
Underwriter an amount equal to five percent (5%) of the Purchase Price of 
such Warrants then being exercised unless the Underwriter shall have notified 
the Warrant Agent that the payment of such amount with respect to such 
Warrant is violative of the General Rules and Regulations promulgated under 
the Exchange Act, or the rules and regulations of the NASD or applicable 
state securities or "blue sky" laws, in which event, the Warrant Agent shall 
have to pay such amount to the Company; provided, that, the Warrant Agent 
shall not be obligated to pay any amounts pursuant to this SECTION 4(b) 
during any week that such amounts payable are less than $1,000 and the 
Warrant Agent's obligation to make such payments shall be suspended until the 
amount payable aggregates $1,000, and provided further, that, in any event, 
any such payment (regardless of amount) shall be made not less frequently 
than monthly.

     (c) The Company shall not be obligated to issue any fractional share 
interests or fractional warrant interests upon the exercise of any Warrant or 
Warrants, nor shall it be obligated to issue scrip or pay cash in lieu of 
fractional interests. Any fractional interest shall be eliminated by rounding 
any fraction up to the next full share or Warrant, as the case may be, or 
other securities, properties or rights.

SECTION 5. RESERVATION OF SHARES, LISTING, PAYMENT OF TAXES. ETC.

     (a)  The Company covenants that it will at all times reserve and keep 
available out of its authorized Common Stock, solely for the purpose of 
issuance upon the exercise of Warrants, such number of shares of Common Stock 
as shall then be issuable upon the exercise of all outstanding Warrants. The 
Company covenants that, upon exercise of the Warrants and payment of the 
Purchase Price for the shares of Common Stock underlying the Warrants, all 
shares of Common Stock which shall be issuable upon such exercise shall be 
duly

                                       8    
<PAGE>

and validly issued, fully paid, non-assessable, free from all preemptive or
similar rights. and free from all taxes, liens and charges with respect to 
the issuance thereof, and that upon issuance such shares shall be listed or 
quoted on each securities exchange, if any, on which the other shares of 
outstanding Common Stock are then listed or quoted, or if not then so listed 
or quoted on each place (whether the Nasdaq Stock Market, Inc., the NASD OTC 
Electronic Bulletin Board, the National Quotation Bureau "pink sheets" or 
otherwise) on which the other shares of outstanding Common Stock are listed 
or quoted.

     (b) The Company covenants that if any securities reserved for the 
purpose of exercise of Warrants hereunder require registration with, or 
approval of, any governmental authority under any federal securities law 
before such securities may be validly issued or delivered upon such exercise, 
then the Company will file a registration statement under the federal 
securities laws or a post-effective amendment to a registration statement, 
use its best efforts to cause the same to become effective, keep such 
registration statement current while any of the Warrants are outstanding and 
deliver a prospectus which complies with Section 10(a)(3) of the Act. to the 
Registered Holder exercising the Warrant (except, if in the opinion of 
counsel to the Company, such registration is not required under the federal 
securities law or if the Company receives a letter from the staff of the 
Commission stating that it would not take any enforcement action if such 
registration is not effected). The Company will use its best efforts to 
obtain appropriate approvals or registrations under the state "blue sky" 
securities laws of all states in which Registered Holders reside. Warrants 
may not be exercised by, nor may shares of Common Stock be issued to, any 
Registered Holder in any state in which such exercise would be unlawful.

                                       9    

<PAGE>

         (c)  The Company shall pay all documentary, stamp or similar taxes 
and other governmental charges that may be imposed with respect to the 
issuance of Warrants, or the issuance or delivery of any shares of Common 
Stock upon exercise of the Warrants; PROVIDED, HOWEVER, that if shares of 
Common Stock are to be delivered in a name other than the name of the 
Registered Holder of the Warrant Certificate representing any Warrant being 
exercised, then no such delivery shall be made unless the person requesting 
the same has paid to the Warrant Agent the amount of transfer taxes or 
charges incident thereto, if any. 

         (d)  The Warrant Agent is hereby irrevocably authorized as the 
Transfer Agent to requisition from time to time certificates representing 
shares of Common Stock or other securities required upon exercise of the 
Warrants, and the Company will comply with all such requisitions.

    SECTION 6.  EXCHANGE AND REGISTRATION OF TRANSFER.

         (a)  Warrant Certificates may be exchanged for other Warrant 
Certificates representing an equal aggregate number of Warrants or may be 
transferred in whole or in part. Warrant Certificates to be so exchanged 
shall be surrendered to the Warrant Agent at its Corporate Office, and the 
Company shall execute and the Warrant Agent shall countersign, issue and 
deliver in exchange therefor the Warrant Certificate or Certificates which 
the Registered Holder making the exchange shall be entitled to receive. 

         (b)  The Warrant Agent shall keep, at such office, books in which, 
subject to such reasonable regulations as it may prescribe, it shall register 
Warrant Certificates and the transfer thereof. Upon due presentment for 
registration of transfer of any Warrant Certificate at such office, the 
Company shall execute and the Warrant Agent shall issue and deliver to the

                                      10



<PAGE>

transferee or transferees a new Warrant Certificate or Certificates 
representing an equal aggregate number of Warrants.

         (c)  With respect to any Warrant Certificates presented for 
registration of transfer, or for exchange or exercise, the subscription or 
assignment form, as the case may be, on the reverse thereof shall be duly 
endorsed or be accompanied by a written instrument or instruments of 
subscription or assignment, in form satisfactory to the Company and the 
Warrant Agent, duly executed by the Registered Holder thereof or his attorney 
duly authorized in writing. 

         (d)  No service charge shall be made for any exchange or 
registration of transfer of Warrant Certificates. However, the Company may 
require payment of a sum sufficient to cover any tax or other governmental 
charge that may be imposed in connection therewith. 

         (e)  All Warrant Certificates surrendered for exercise or for 
exchange shall be promptly cancelled by the Warrant Agent. 

         (f)  Prior to due presentment for registration or transfer thereof, 
the Company and the Warrant Agent may deem and treat the Registered Holder of 
any Warrant Certificate as the absolute owner thereof of each Warrant 
represented thereby (notwithstanding any notations of ownership or writing 
thereon made by anyone other than the Company or the Warrant Agent) for all 
purposes and shall not be affected by any notice to the contrary.

    SECTION 7. LOSS OR MUTILATION. Upon receipt by the Company and the 
Warrant Agent of evidence satisfactory to them of the ownership of and the 
loss, theft, destruction or mutilation of any Warrant Certificate and (in the 
case of loss, theft or destruction) of indemnity satisfactory to them, and 
(in case of mutilation) upon surrender and cancellation thereof, the Company 
shall execute and the Warrant Agent shall countersign and deliver in lieu 
thereof a new

                                      11

<PAGE>

Warrant Certificate representing an equal number of Warrants. Applicants for 
a substitute Warrant Certificate shall also comply with such other reasonable 
regulations and pay such other reasonable charges as the Warrant Agent may 
prescribe.

    SECTION 8. ADJUSTMENTS TO PURCHASE PRICE AND NUMBER OF SECURITIES.

         (a)  SUBDIVISION AND COMBINATION. In case the Company shall at any time
subdivide or combine the outstanding shares of Common Stock, the Purchase Price
shall forthwith be proportionately decreased in the case of subdivision or
increased in the case of combination.

         (b)  STOCK DIVIDENDS AND DISTRIBUTIONS. In case the Company shall 
pay dividend in, or make a distribution of, shares of Common Stock or of the 
Company's capital stock convertible into Common Stock, the Purchase Price 
shall forthwith be proportionately decreased. An adjustment made pursuant to 
this SECTION 8(b) shall be made as of the record date for the subject stock 
dividend or distribution.

         (c)  ADJUSTMENT IN NUMBER OF SECURITIES. Upon each adjustment of the 
Purchase Price pursuant to the provisions of this SECTION 8, the number of 
shares of Common Stock issuable upon the exercise at the adjusted Purchase 
Price of each Warrant shall be adjusted to the nearest whole number by 
multiplying a number equal to the Purchase Price in effect immediately prior 
to such adjustment by the number of shares of Common Stock issuable upon 
exercise of the Warrants immediately prior to such adjustment and dividing 
the product so obtained by the adjusted Purchase Price.

         (d) DEFINITION OF COMMON STOCK. For the purpose of this Agreement, 
the term "Common Stock" shall mean (i) the class of stock designated as 
Common Stock in the Articles of Incorporation of the Company as may be 
amended or restated as of the date hereof,


                                      12

<PAGE>

or (ii) any other class of stock resulting from successive changes or 
reclassifications of such Common Stock consisting solely of changes in par 
value, or from par value to no par value, or from no par value to par value. 
In the event the Company shall after the date hereof issue Common Stock with 
greater or superior voting rights than the shares of Common Stock outstanding 
as of the date hereof, each Holder, at its option, may receive upon exercise 
of any Warrant either shares of Common Stock or a like number of such 
securities with greater or superior voting rights.

         (e)  MERGER OR CONSOLIDATION OR SALE.

         (i)  In case of any consolidation of the Company with, or merger of 
the Company with, or merger of the Company into, another corporation (other 
than a consolidation or merger which does not result in any reclassification 
or change of the outstanding Common Stock), the corporation formed by such 
consolidation or surviving such merger shall execute and deliver to the 
Holder a supplemental warrant agreement providing that the holder of each 
Warrant then outstanding or to be outstanding shall have the right thereafter 
(until the expiration of such Warrant) to receive, upon exercise of such 
Warrant, the kind and amount of shares of stock and other securities and 
property receivable upon such consolidation, merger, sale or transfer by a 
Holder of the number of shares of Common Stock of the Company for which such 
Warrant might have been exercised immediately prior to such consolidation, 
merger, sale or transfer. Such supplemental warrant agreement shall provide 
for adjustments which shall be identical to the adjustments provided in this 
SECTION 8. The above provision of this subsection shall similarly apply to 
successive consolidations or mergers.

         (ii) In the event of (A) the sale by the Company of all or 
substantially all of its assets, or (B) the engagement by the Company or any 
of its affiliates in a "Rule 13e-3



                                      13

<PAGE>

transaction" as defined in paragraph (a)(3) of Rule 13e-3 of the General 
Rules and Regulations under the Exchange Act or (C) a distribution to the 
Company's stockholders of any cash, assets, property, rights, evidences of 
indebtedness, securities or any other thing of value, or any combination 
thereof, the Holders of the unexercised Warrants shall receive notice of such 
sale, transaction or distribution twenty (20) days prior to the date of such 
sale or the record date for such transaction or distribution, as applicable, 
and, if they exercise such Warrants prior to the date of such transaction or 
distribution, they shall be treated as holders of Common Stock of the Company 
upon the consummation of such transaction or distribution.

         (f) NO ADJUSTMENT OF EXERCISE PRICE IN CERTAIN CASES. No adjustment 
of the Exercise Price shall be made if the amount of said adjustment shall be 
less than ten cents (10 CENTS) per share of Common Stock, provided, however, 
that in such case any adjustment that would otherwise be required then to be 
made shall be carried forward and shall be made at the time of and together 
with the next subsequent adjustment which, together with any adjustment so 
carried forward, shall amount to at least ten cents (10 CENTS) per share of 
Common Stock.

    SECTION 9. REDEMPTION.

         (a)  Commencing on the Initial Warrant Redemption Date, the Company 
may (but only with the prior written consent of the Underwriter), on not less 
than thirty (30) days' prior written notice (the "Redemption Notice"), redeem 
all of the Warrants, in whole and not in part, at a redemption price of five 
cents ($.05) per Warrant; PROVIDED, HOWEVER, that before any such call for 
redemption of Warrants can take place, the (i) average closing bid price for 
the Common Stock, as reported by the National Association of Securities 
Dealers Automated Quotation System, or (ii) if not so quoted, as reported by 
any other recognized quotation system on which the Common Stock is quoted, 
shall have for any twenty (20) trading days within a


                                      14   

<PAGE>

period of thirty (30) consecutive trading days ending on the fifth (5th) 
trading day prior to the date on which the Redemption Notice is given, 
equalled or exceeded 150% of the then exercise price per share of Common 
Stock (subject to adjustment in the event of any stock splits or other 
similar events as provided in SECTION 8 hereof).

         (b)  In case the Company shall exercise its right to redeem all of 
the Warrants, it shall give or cause to be given notice to the Registered 
Holders of the Warrants, by mailing to such Registered Holders the Redemption 
Notice, first class, postage prepaid, at their last address as shall appear 
on the records of the Warrant Agent. Any Redemption Notice mailed in the 
manner provided herein shall be conclusively presumed to have been duly given 
whether or not the Registered Holder receives such Redemption Notice. Not 
less than five (5) business days prior to the mailing to the Registered 
Holders of the Warrants of the Redemption Notice, the Company shall deliver 
or cause to be delivered to the Underwriter or its successors or assigns a 
similar notice telephonically and confirmed in writing, together with a list 
of the Registered Holders (including their respective addresses and number of 
Warrants beneficially owned by them) to whom such Redemption Notice has been 
or will be given. 

         (c)  The Redemption Notice shall specify (i) the redemption price, 
(ii) the date fixed for redemption, which shall in no event be less than 
thirty (30) days after the date of mailing of such notice, (iii) the place 
where the Warrant Certificates shall be delivered and the redemption price 
shall be paid, and (iv) that the Underwriter is the Company's exclusive 
warrant solicitation agent and shall receive the commission contemplated by 
SECTION 4(b) hereof and (v) that the right to exercise the Warrant shall 
terminate at 5:00 p.m. (New York time) on the business day immediately 
preceding the date fixed for redemption. The date fixed for the redemption of 
the Warrants shall be the "Redemption Date" for purposes of this Agreement.




                                      15
          

<PAGE>

No failure to mail the Redemption Notice nor any defect therein or in the 
mailing thereof shall affect the validity of the proceedings for such 
redemption except as to a holder (A) to whom notice was not mailed or (B) 
whose notice was defective. An affidavit of the Warrant Agent or the 
Secretary or Assistant Secretary of the Company that the Redemption Notice 
has been mailed shall, in the absence of fraud, be prima facie evidence of 
the facts stated therein.

         (d)  Any right to exercise a Warrant shall terminate at 5:00 p.m. 
(New York time) on the business day immediately preceding the Redemption 
Date. The redemption price payable to the Registered Holders shall be mailed 
to such persons at their addresses of record.

         (e)  The Company shall indemnify the Underwriter and each person, if 
any, who controls the Underwriter within the meaning of Section 15 of the Act 
or Section 20(a) of the Exchange Act against all loss, claim, damage, expense 
or liability (including all expenses reasonably incurred in investigating, 
preparing or defending against any claim whatsoever) to which any of them may 
become subject under the Act, the Exchange Act or otherwise, arising from the 
registration statement or prospectus referred to in SECTION 5(b) hereof to 
the same extent and with the same effect (including the provisions regarding 
contribution) as the provisions pursuant to which the company has agreed to 
indemnify the Underwriter contained in Section 7 of the Underwriting 
Agreement.

         (f)  Five business days prior to the Redemption Date, the Company 
shall furnish to the Underwriter (i) opinions of counsel to the Company, 
dated such date and addressed to the Underwriter, and (ii) a "cold comfort" 
letter dated such date addressed to the Underwriter, signed by the 
independent public accountants who have issued a report on the Company's 
financial statements included in such registration statement, in each case 
covering substantially the same matters with respect to such registration 
statement (and the prospectus





                                      16
<PAGE>

included therein) and, in the case of such accountants' letter, with respect 
to events subsequent to the date of such financial statements, as are 
customarily covered in opinions of issuer's counsel and in accountants' 
letters delivered to underwriters in underwritten public offerings of 
securities, including, without limitation, those matters covered in Sections 
6(d), 6(e) and 6(j) of the Underwriting Agreement.

         (g)  The Company shall as soon as practicable after the Redemption 
Date, and in any event within 15 months thereafter, make "generally available 
to its security holders" (within the meaning of Rule 158 under the Act) an 
earnings statement (which need not be audited) complying with Section 11(a) 
of the Act and covering a period of at least 12 consecutive months beginning 
after the Redemption Date.

         (h)  The Company shall deliver within five business days prior to 
the Redemption Date copies of all correspondence between the Commission and 
the Company, its counsel or auditors and all memoranda relating to 
discussions with the Commission or its staff with respect to such 
registration statement and permit the Underwriter to do such investigation, 
upon reasonable advance notice, with respect to information contained in or 
omitted from the registration statement as it deems reasonably necessary to 
comply with applicable securities laws or rules of the NASD. Such 
investigation shall include access to books, records and properties and 
opportunities to discuss the business of the Company with its officers and 
independent auditors, all to such reasonable extent and at such reasonable 
times and as often as the Underwriter shall reasonably request.

    SECTION 10. CONCERNING THE WARRANT AGENT.

         (a) The Warrant Agent acts hereunder as agent and in a ministerial 
capacity for the Company and the Underwriter, and its duties shall be 
determined solely by the provisions

                                      17


<PAGE>

hereof. The Warrant Agent shall not, by issuing and delivering Warrant 
Certificates or by any other act hereunder, be deemed to make any 
representations as to the validity or value or authorization of the Warrant 
Certificates or the Warrants represented thereby, or of any securities or 
other property delivered upon exercise of any Warrant or whether any stock 
issued upon exercise of any Warrant is fully paid and non-assessable.

         (b)  The Warrant Agent shall not at any time be under any duty or 
responsibility to any holder of Warrant Certificates to make or cause to be 
made any adjustment of the Purchase Price provided in this Agreement, or to 
determine whether any fact exists which may require any such adjustment, or 
with respect to the nature or extent of any such adjustment, when made, or 
with respect to the method employed in making the same. It shall not (i) be 
liable for any recital or statement of fact contained herein or for any 
action taken, suffered or omitted by it in reliance on any Warrant 
Certificate or other document or instrument believed by it in good faith to 
be genuine and to have been signed or presented by the proper party or 
parties, (ii) be responsible for any failure on the part of the Company to 
comply with any of its covenants and obligations contained in this Agreement 
or in any Warrant Certificate, or (iii) be liable for any act or omission in 
connection with this Agreement except for its own gross negligence or willful 
misconduct.

         (c)  The Warrant Agent may at any time consult with counsel 
satisfactory to it (who may be counsel for the Company or the Underwriter) 
and shall incur no liability or responsibility for any action taken, suffered 
or omitted by it in good faith in accordance with the opinion or advice of 
such counsel.

         (d)  Any notice, statement, instruction, request, direction, order 
or demand of the Company shall be sufficiently evidenced by an instrument 
signed by the Chairman of the





                                      18

<PAGE>

Board of Directors, President or any Vice President (unless other evidence in 
respect thereof is herein specifically prescribed). The Warrant Agent shall 
not be liable for any action taken, suffered or omitted by it in accordance 
with such notice, statement, instruction, request, direction, order or demand.

         (e)  The Company agrees to pay the Warrant Agent reasonable 
compensation for its services hereunder and to reimburse it for its 
reasonable expenses hereunder; the Company further agrees to indemnify the 
Warrant Agent and hold it harmless against any and all losses, expenses and 
liabilities, including judgments, costs and counsel fees, for anything done 
or omitted by the Warrant Agent in the execution of its duties and powers 
hereunder except losses, expenses and liabilities arising as a result of the 
Warrant Agent's gross negligence or willful misconduct.

         (f)  The Warrant Agent may resign its duties and be discharged from 
all further duties and liabilities hereunder (except liabilities arising as a 
result of the Warrant Agent's own gross negligence or willful misconduct), 
after giving thirty (30) days' prior written notice to the Company. At least 
fifteen (15) days prior to the date such resignation is to become effective, 
the Warrant Agent shall cause a copy of such notice of resignation to be 
mailed to the Registered Holder of each Warrant Certificate at the Company's 
expense. Upon such resignation the Company shall appoint in writing a new 
warrant agent. If the Company shall fail to make such appointment within a 
period of thirty (30) days after it has been notified in writing of such 
resignation by the resigning Warrant Agent, then the Registered Holder of any 
Warrant Certificate may apply to any court of competent jurisdiction for the 
appointment of a new warrant agent. Any new warrant agent, whether appointed 
by the Company or by such a court, shall be a bank or trust company having a 
capital and surplus, as shown by its last







                                      19

<PAGE>

published report to its stockholders, of not less than ten million dollars 
($10,000,000) or a stock transfer company doing business in New York, New 
York. After acceptance in writing of such appointment by the new warrant 
agent is received by the Company, such new warrant agent shall be vested with 
the same powers, rights, duties and responsibilities as if it had been 
originally named herein as the warrant agent, without any further assurance, 
conveyance, act or deed; but if for any reason it shall be necessary or 
expedient to execute and deliver any further assurance, conveyance, act or 
deed, the same shall be done at the expense of the Company and shall be 
legally and validly executed and delivered by the resigning Warrant Agent. 
Not later than the effective date of any such appointment, the Company shall 
file notice thereof with the resigning Warrant Agent and shall forthwith 
cause a copy of such notice to be mailed to the Registered Holder of each 
Warrant Certificate.

     (g)  Any corporation into which the Warrant Agent or any new warrant 
agent may be converted or merged, any corporation resulting from any 
consolidation to which the Warrant Agent or any new warrant agent shall be a 
party, or any corporation succeeding to the corporate trust business of the 
Warrant Agent or any new warrant agent shall be a successor warrant agent 
under this Agreement without any further act, provided that such corporation 
is eligible for appointment as successor to the Warrant Agent under the 
provisions of the preceding paragraph. Any such successor warrant agent shall 
promptly cause notice of its succession as warrant agent to be mailed to the 
Company and to the Registered Holders of each Warrant Certificate.

     (h)  The Warrant Agent, its subsidiaries and affiliates, and any of its 
or their officers or directors, may buy and hold or sell Warrants or other 
securities of the Company and otherwise deal with the Company in the same 
manner and to the same extent and with like effect

                                     20   
 
<PAGE>

as though it were not Warrant Agent. Nothing herein shall preclude the 
Warrant Agent from acting in any other capacity for the Company or for any 
other legal entity.

     (i)  The Warrant Agent shall retain for a period of two (2) years from 
the date of exercise any Warrant Certificate received by it upon such 
exercise.

    SECTION 11. MODIFICATION OF AGREEMENT.

    The Warrant Agent and the Company may by supplemental agreement make any 
changes or corrections in this Agreement (a) that they shall deem appropriate 
to cure any ambiguity or to correct any defective or inconsistent provision 
or manifest mistake or error herein contained, or (b) that they may deem 
necessary or desirable and which shall not adversely affect the interests of 
the holders of Warrant Certificates; PROVIDED, HOWEVER, that this Agreement 
shall not otherwise be modified, supplemented or altered in any respect 
except with the consent in writing of the Registered Holders holding not less 
than sixty-six and two-thirds percent (66-2/3%) of the Warrants then 
outstanding; PROVIDED, FURTHER, that no change in the number or nature of the 
securities purchasable upon the exercise of any Warrant, and no change that 
increases the Purchase Price of any Warrant, other than such changes as are 
specifically set forth in this Agreement as originally executed, shall be 
made without the consent in writing of each Registered Holders affected by 
such change. In addition, this Agreement may not be modified, amended or 
supplemented without the prior written consent of the Underwriter or its 
successors or assigns, other than to cure any ambiguity or to correct any 
defective or inconsistent provision or manifest mistake or error herein 
contained or to make any such change that the Warrant Agent and the Company 
deem necessary or desirable and which shall not adversely affect the 
interests of the Underwriter or its successors or assigns.

                                   21   

<PAGE>

    SECTION 12. NOTICES.

    All notices, requests, consents and other communications hereunder shall 
be in writing and shall be deemed to have been made when delivered or mailed 
first-class postage prepaid or delivered to a telegraph office for 
transmission, if to the Registered Holder of a Warrant Certificate, at the 
address of such holder as shown on the registry books maintained by the 
Warrant Agent; if to the Company at Hawaiian Natural Water Company, Inc., 248 
Mokauea Street, Honolulu, Hawaii 96819, Attention: Marcus Bender, Chief 
Executive Officer, or at such other address as may have been furnished to the 
Warrant Agent in writing by the Company; and if to the Warrant Agent, at its 
Corporate Office. Copies of any notice delivered pursuant to this Agreement 
shall be delivered to Joseph Stevens & Company, Inc., 33 Maiden Lane, 8th 
Floor, New York, NY 10038, Attention: Joseph Sorbara, Chief Executive Officer 
or at such other address as may have been furnished to the Company and the 
Warrant Agent in writing.

    SECTION 13. GOVERNING LAW.

    This Agreement shall be governed by and construed in accordance with the 
laws of the State of New York without giving effect to conflicts of laws 
rules or principals.

    SECTION 14. BINDING EFFECT.

    This Agreement shall be binding upon and inure to the benefit of the 
Company, the Warrant Agent and their respective successors and assigns and 
the holders from time to time of Warrant Certificates or any of them. Except 
as hereinafter stated, nothing in this Agreement is intended or shall be 
construed to confer upon any other person any right, remedy or claim or to 
impose upon any other person any duty, liability or obligation. The 
Underwriter is, and shall at all times irrevocably be deemed to be, a 
third-party beneficiary of this Agreement, with full power, authority and 
standing to enforce the rights granted to it hereunder.

                                22   

<PAGE>

    SECTION 15. COUNTERPARTS.

    This Agreement may be executed in several counterparts, which taken 
together shall constitute a single document.

                               23   

<PAGE>

    IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be 
duly executed as of the date first above written.

HAWAIIAN NATURAL WATER               CONTINENTAL STOCK TRANSFER
 COMPANY, INC.                       & TRUST COMPANY
                                     As Warrant Agent


By: /s/ Marcus Bender                By: /s/ Steven Nelson
   ------------------------             -----------------------
   Name: Marcus Bender                  Name: Steven Nelson
   Title: Cluef Executive Officer       Title: Chairman

<PAGE>

                                                                  EXHIBIT A

No. W ______________                            VOID AFTER __________, 2002
                                                
                                                ____________ WARRANTS

                    REDEEMABLE WARRANT CERTIFICATE TO 
                     PURCHASE SHARES OF COMMON STOCK

                   HAWAIIAN NATURAL WATER COMPANY, INC.

                                              CUSIP ___

THIS CERTIFIES THAT, FOR VALUE RECEIVED __________________________________

or registered assigns (the "Registered Holder") is the owner of the number of 
Redeemable Warrants (the "Warrants") specified above. One Warrant initially 
entitles the Registered Holder to purchase, subject to the terms and 
conditions set forth in this Certificate and the Warrant Agreement (as 
hereinafter defined), one fully paid and non-assessable share of Common 
Stock, no par value per share, of Hawaiian Natural Water Company, Inc., a 
Hawaii corporation (the "Company"), at any time from May 14, 1997 and prior 
to 5:00 p.m. on the Expiration Date (as hereinafter defined) upon the 
presentation and surrender of this Warrant Certificate with the Subscription 
Form on the reverse hereof duly executed, at the corporate office of 
Continental Stock Transfer & Trust Company, 2 Broadway, New York, New York 
10004 as Warrant Agent, or its successor (the "Warrant Agent"), accompanied 
by payment of $6.00 per share, subject to adjustment (the "Purchase Price"), 
in lawful money of the United States of America in cash or by check made 
payable to the Warrant Agent for the account of the Company.

    This Warrant Certificate, and each Warrant represented hereby, is issued 
pursuant to and is subject in all respects to the terms and conditions set 
forth in the Warrant Agreement (the "Warrant Agreement"), dated May 14, 1997 
by and between the Company and the Warrant Agent.

    In the event of certain contingencies provided for in the Warrant 
Agreement, the Purchase Price and the number of shares of Common Stock 
subject to purchase upon the exercise of each Warrant represented hereby are 
subject to modification or adjustment.

    Each Warrant represented hereby is exercisable at the option of the 
Registered Holder, but no fractional interests will be issued. In the case of 
the exercise of less than all of the Warrants represented hereby, the Company 
shall cancel this Warrant Certificate upon the surrender hereof and shall 
execute and deliver a new Warrant Certificate or Warrant Certificates of like 
tenor, which the Warrant Agent shall countersign, for the balance of such 
Warrants.

                                      A-1  

<PAGE>

    The term "Expiration Date" shall mean 5:00 p.m. (New York time) on May 
13, 2002. If such date shall in the State of New York be a holiday or a day 
on which banks are authorized to close, then the Expiration Date shall mean 
5:00 p.m. (New York time) on the next day which in the State of New York is 
not a holiday or a day on which banks are authorized to close.

    The Company shall not be obligated to deliver any securities pursuant to 
the exercise of this Warrant unless a registration statement under the 
Securities Act of 1933, as amended (the "Act"), with respect to such 
securities is effective or an exemption thereunder is available. The Company 
has covenanted and agreed that it will file a registration statement under 
the Federal securities laws, use its best efforts to cause the same to become 
effective, to keep such registration statement current, if required under the 
Act, while any of the Warrants are outstanding, and deliver a prospectus 
which complies with Section 10(a)(3) of the Act to the Registered Holder 
exercising this Warrant. This Warrant shall not be exercisable by a 
Registered Holder in any state where such exercise would be unlawful.

    This Warrant Certificate is exchangeable, upon the surrender hereof by 
the Registered Holder at the corporate office of the Warrant Agent, for a new 
Warrant Certificate or Warrant Certificates of like tenor representing an 
equal aggregate number of Warrants, each of such new Warrant Certificates to 
represent such number of Warrants as shall be designated by such Registered 
Holder at the time of such surrender. Upon due presentment and payment of any 
tax or other charge imposed in connection therewith or incident thereto, for 
registration of transfer of this Warrant Certificate at such office, a new 
Warrant Certificate or Warrant Certificates representing an equal aggregate 
number of Warrants will be issued to the transferee in exchange therefor, 
subject to the limitations provided in the Warrant Agreement.

    Prior to the exercise of any Warrant represented hereby, the Registered 
Holder shall not be entitled to any rights of a stockholder of the Company, 
including, without limitation, the right to vote or to receive dividends or 
other distributions, and shall not be entitled to receive any notice of any 
proceedings of the Company, except as provided in the Warrant Agreement.

    Subject to the provisions of the Warrant Agreement, this Warrant may be 
redeemed at the option of the Company, in whole and not in part, at a 
redemption price of $.05 per Warrant, at any time commencing May 14, 1998 
provided that (i) the average closing bid price for the Company's Common 
Stock, as reported by the National Association of Securities Dealers 
Automated Quotation System (or, if not so quoted, as reported by any other 
recognized quotation system on which the price of the Common Stock is 
quoted), shall have, for any twenty (20) trading days within a period of 
thirty (30) consecutive trading days ending on the fifth (5th) trading day 
prior to the date on which the Notice of Redemption (as defined below) is 
given, equalled or exceeded 150% of the then exercise price per share 
(subject to adjustment in the event of any stock splits or other similar 
events) and (ii) the Company has obtained the prior written consent of Joseph 
Stevens & Company, Inc. Notice of redemption (the "Notice of Redemption") 
shall be given not later than the thirtieth (30th) day before the date fixed 
for redemption, all as provided in the Warrant Agreement. On and after the 
date fixed for redemption, the Registered Holder shall have no rights with 
respect to this Warrant except to receive the $.05 per Warrant upon surrender 
of this Certificate.

                                      A-2  

<PAGE>

    Prior to due presentment for registration of transfer hereof, the Company 
and the Warrant Agent may deem and treat the Registered Holder as the 
absolute owner hereof and of each Warrant represented hereby (notwithstanding 
any notations of ownership or writing hereon made by anyone other than a duly 
authorized officer of the Company or the Warrant Agent) for all purposes and 
shall not be affected by any notice to the contrary, except as provided in 
the Warrant Agreement.

    This Warrant Certificate shall be governed by and construed in accordance 
with the laws of the State of New York without giving effect to conflicts of 
laws.

    This Warrant Certificate is not valid unless countersigned by the Warrant 
Agent.

    IN WITNESS WHEREOF, the Company has caused this Warrant Certificate to be 
duly executed, manually or in facsimile by two of its officers thereunto duly 
authorized and a facsimile of its corporate seal to be imprinted hereon.

Dated: _________, 1997

                             HAWAIIAN NATURAL WATER COMPANY, 
                             INC.
[SEAL]

                             By:______________________________
                                Name: Marcus Bender
                                Title: Chief Executive Officer


                                ATTEST:


                             By:______________________________
                                Name: 
                                Title:

COUNTERSIGNED:

CONTINENTAL STOCK TRANSFER & TRUST COMPANY, 
as Warrant Agent


By:__________________
   Authorized Officer



                                  A-3

<PAGE>

                            SUBSCRIPTION FORM

                   To Be Executed by the Registered Holder 
                        in Order to Exercise Warrant

     The undersigned Registered Holder hereby irrevocably elects to exercise 
_____ Warrants represented by this Warrant Certificate, and to purchase the 
securities issuable upon the exercise of such Warrants, and requests that 
certificates for such securities shall be issued in name of

                      PLEASE INSERT SOCIAL SECURITY 
                       OR OTHER IDENTIFYING NUMBER


                      ____________________________
                      ____________________________
                      ____________________________
                      ____________________________

                (please print or type name and address)

and be delivered to


                      ____________________________
                      ____________________________
                      ____________________________

                (please print or type name and address)

and if such number of Warrants shall not be all the Warrants evidenced by 
this Warrant Certificate, that a new Warrant Certificate for the balance of 
such Warrants be registered in the name of, and delivered to, the Registered 
Holder at the address stated below.

                                A-4

<PAGE>


       IMPORTANT: PLEASE COMPLETE THE FOLLOWING:

l.     If the exercise of this Warrant was
       solicited by Joseph Stevens & Company,
       Inc. please check the
       following box                            / /


2.     The exercise of this Warrant was 
       solicited by                             / /

       _________________________________


3.     If the exercise of this Warrant was 
       not solicited, please check the 
       following box                            / /
     
Dated:__________________________                X___________________________
                                                 ___________________________
                                                 ___________________________
                                                   Address
     
                                                 ___________________________
                                                 Social Security or Taxpayer 
                                                 Identification Number
     

                                                 ___________________________
                                                 Signature Guaranteed

     
                                                 ___________________________

     
                                 A-5  


<PAGE>

                              ASSIGNMENT

               To Be Executed by the Registered Holder 
                    in Order to Assign Warrants

     FOR VALUE RECEIVED,______________, hereby sells, assigns
and transfers unto

                   PLEASE INSERT SOCIAL SECURITY OR 
                      OTHER IDENTIFYING NUMBER

                _______________________________________
                _______________________________________
                _______________________________________
                (please PRINT or TYPE name and address)

_______________________of the Warrants represented by this Warrant 
Certificate, and hereby irrevocably constitutes and appoints _______________ 
Attorney to transfer this Warrant Certificate on the books of the Company, 
with full power of substitution in the premises.

Dated:______________________________             X___________________________


                                                  ___________________________
                                                  Signature Guaranteed

THE SIGNATURE TO THE ASSIGNMENT OR THE SUBSCRIPTION FORM MUST CORRESPOND TO 
THE NAME(S) AS WRITTEN UPON THE FACE OF THIS WARRANT CERTIFICATE IN EVERY 
PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATSOEVER AND 
MUST BE GUARANTEED BY A COMMERCIAL BANK OR TRUST COMPANY OR A MEMBER FIRM OF 
THE AMERICAN STOCK EXCHANGE, NEW YORK STOCK EXCHANGE, PACIFIC STOCK EXCHANGE, 
MIDWEST STOCK EXCHANGE OR BOSTON STOCK EXCHANGE.

                                A-6