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                                                                  Exhibit 10.3


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


                      HAWAIIAN NATURAL WATER COMPANY, INC.

                AMENDED AND RESTATED 10% SECURED CONVERTIBLE NOTE

                              DUE DECEMBER 31, 2001



$500,000.00                                                  September 27, 2001


         FOR VALUE RECEIVED, Hawaiian Natural Water Company, Inc., a Hawaiian
corporation (the "Corporation"), promises to pay to the order of AMCON
Distributing Company, a Delaware corporation (the "Holder"), the principal
sum of Five Hundred Thousand and NO/100 Dollars ($500,000.00), on December
31, 2001 (the "Maturity Date"), together with interest in the amount and
manner hereafter provided.

         IT IS FURTHER AGREED THAT:

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

         2.     Method of Payment. Except with respect to the rights of
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conversion provided herein, and subject to Section 3 hereof, the Corporation
will pay principal and interest by wire transfer of immediately-available
money of the United States, or other form of payment of immediately available
money of the United States as the Holder may direct the Corporation, that at
the time of payment is legal tender for payment of public and private debts.
Information for


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making the wire transfers will be provided in writing by the Holder to the
Corporation. If any payment hereunder becomes due and payable on a day other
than a business day, the due date thereof shall be extended to the next
business day and, with respect to payments of principal, interest thereon
shall be payable at the applicable rate during such extension.

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

         4.     Right to Convert.
                ----------------

                (a)      At any time before the close of business on the
         Maturity Date but after the earlier of (A) termination of the Fifth
         Amended and Restated Agreement and Plan of Merger (the "Merger
         Agreement"), dated as of September 27, 2001, among the Corporation,
         the Holder and AMCON Merger Sub, Inc. ("Merger Sub") or (B) the
         occurrence of an Event of Default, the Holder may convert the
         outstanding principal balance and unpaid accrued interest of this
         Note into fully paid and non-assessable shares of Series C
         Convertible Preferred Stock, par value $1.00 per share, of the
         Corporation (the "Preferred Stock"). The price at which shares of
         Preferred Stock shall be delivered upon conversion (herein called
         the "Preferred Conversion Price") shall be $1.00 per share of
         Preferred Stock.

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

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

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

         7.     Security. The obligations herein are secured by the security
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interest granted pursuant to that certain Fourth Amended and Restated 10%
Secured Convertible Note in the principal sum of $350,000.00 payable by the
Corporation to Holder due on December 31, 2001 (and as such note may be
further amended and/or restated).

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

                (a)      Any shares of Preferred Stock and/or Common Stock,
         as the case may be, delivered upon conversion of this Note shall, at
         the time of delivery of the certificates for

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

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

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

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

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

         9.     Rights of Holder. The Holder of this Note shall not be
                ----------------
entitled to vote or receive dividends or be deemed the Holder of Preferred
Stock or Common Stock of the Corporation for any purpose, nor shall anything
contained in this Note be construed to confer upon the Holder, as such, any
of the rights of a stockholder of the Corporation or any right to vote for
the election of directors or upon any matter submitted to stockholders at any
meeting thereof, or to give or

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withhold consent to any corporate action (whether upon a merger, conveyance
or otherwise) or to receive notice of meetings, or to receive dividends or
subscription rights or otherwise until the right to convert this Note shall
have been exercised and the Preferred Stock or Common Stock purchasable upon
the exercise hereof shall have become deliverable.

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

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

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

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

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

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

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

Upon the occurrence of one or more Events of Default and at any time
thereafter, the Holder may, by notice in writing to the Corporation, declare
the entire outstanding principal amount of the Note to be, and such entire
principal amount of the Note shall thereupon become forthwith,

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

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

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

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

         17.    Amendment and Restatement of Original Note. This Amended and
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Restated Note amends and restates the 10% Secured Convertible Note in the
principal sum of $500,000 payable by the Corporation to the Holder due on
September 30, 2001 (the "Original Note"), but the date of grant of the
security interest, mortgage, deeds of trust and other documents contemplated
by Section 7 hereof shall continue to be the date of the Original Note.

                                  HAWAIIAN NATURAL WATER COMPANY, INC.




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




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                                    EXHIBIT A
                                    ---------

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


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


TO: HAWAIIAN NATURAL WATER COMPANY, INC.


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


                Conversion Date:
                                 ----------------------------------------------

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

                Signature:
                           ----------------------------------------------------

                Name:
                      ---------------------------------------------------------

                Address:
                         ------------------------------------------------------


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