THIS THIRD 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.

           Third Amended and Restated 10% Secured Convertible Note

                         Due September 30, 2001


$350,000.00                                                      June 21, 2001

     FOR VALUE RECEIVED, Hawaiian Natural Water Company, Inc., a Hawaiian
corporation (the "Corporation"), promises to pay to the order of AMCON
Distributing Company, a Delaware corporation (the "Holder"), the principal sum
of Three Hundred Fifty Thousand and NO/100 Dollars ($350,000.00), on
September 30, 2001 (the "Maturity Date"), together with interest in the amount
and manner hereafter provided.

     IT IS FURTHER AGREED THAT:

     1.   Interest.  The Corporation promises to pay interest on the principal
amount of this Third 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 January 1, 2001.

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

     3.   Right to Prepay.  The Corporation shall have the right to prepay all
or any part of the Note.

     4.   Right to Convert.

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

          (b)  At any time following 61 days advance notice to the Corporation
given before 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
(herein called the "Common Conversion Price") shall be equal to the quotient
of $2,865,348, divided by the number of shares of Common Stock that are
outstanding on the date of conversion (excluding for this purpose shares of
Common Stock issued upon conversion of this Note, the Preferred Stock, and the
Third Amended and Restated 10% Secured Convertible Note in the principal sum
of $400,000 payable by the Corporation to the Holder due on September 30,
2001).

          (c)  This Note may be converted in whole, but not in part, into
Preferred Stock or Common Stock or a combination thereof (referred to
collectively as the "Conversion Shares") based on the terms set forth in
subsections (a) and (b) of this Section 4, as the case may be.

     5.   Mechanics of Conversion. If the Holder desires to exercise such
right of conversion, such Holder shall give written notice to the Corporation
in the form attached to this Note as Exhibit A (the "Conversion Notice") of
that Holder's election to convert a stated whole dollar amount of outstanding
principal balance and unpaid accrued interest of the Note into shares of
Preferred Stock, and/or Common Stock, as the case may be, and surrender to the
Corporation, at its principal office or at such other office or agency
maintained by the Corporation for such purpose, this Note.  The Conversion
Notice shall also contain a statement of the name or names (with addresses) in
which the certificate or certificates for Preferred Stock and/or Common Stock,
as the case may be, shall be issued.  Notwithstanding the foregoing, the
Corporation shall not be required to issue any certificates to any person
other than the Holder thereof unless the Corporation has obtained reasonable
assurance that such transaction is exempt from the registration requirements
of, or is covered by an effective registration statement under, the Securities
Act of 1933, as amended (the "Act"), and all applicable state securities laws,
including, if necessary in the reasonable judgment of the Corporation or its
legal counsel, receipt of an opinion to such effect from counsel reasonably
satisfactory to the Corporation.  In no event would such opinion be required
if the shares of Preferred Stock and/or Common Stock, as the case may be,
could, upon conversion, be resold pursuant to Rule 144 or Rule 144A under the
Act.  As promptly as practicable, and in any event within five 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, (i) 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, and (ii) if less than the full
dollar amount of the outstanding principal balance and unpaid accrued interest
of this Note is being converted, a new Note, of like tenor, evidencing the
outstanding principal balance and unpaid accrued interest of the Note after
taking into account such conversion, provided that all unpaid accrued interest
shall be applied to such partial conversion before any of the outstanding
principal balance shall be applied.  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.

          (a)  Except as limited by Subsection (d) of this Section 7, the
Corporation hereby grants to Holder a perfected first priority security
interest in all real and personal property, and interests in property in which
the Corporation now or hereafter has rights or powers (collectively the
"Collateral"), including, without limiting the generality of the foregoing:

               (i)  all inventory (the "Inventory");

               (ii) all raw materials, supplies, goods, incidentals, packaging
         and processing materials, labels and other items, work in process,
         components, and any other materials used, consumed, generated,
         manufactured, and/or produced to generate the Inventory, or otherwise
         carry out the business of the Corporation;

               (iii) all accounts, contract rights, and rights to receive
         payments however evidenced (the "Accounts");

               (iv) all claims for moneys that are due or are to become due
         and all receipts (whether cash, cash equivalents or otherwise), other
         cash or non-cash income, rents, profits, revenues, and/or proceeds
         received by the Corporation from any source;

               (v) all instruments, negotiable or other documents (including
         without limitation documents of title), policies and certificates of
         insurance, money, chattel paper, deposits, warehouse receipts and
         things in action;

               (vi) all investment property, securities (whether certificated
         or uncertificated), security entitlements, securities accounts,
         commodity contracts, and commodity accounts;

               (vii) all goods, furniture, fixtures, equipment and machinery
         (including without limitation motor vehicles and aircraft), together
         with any and all attachments, parts, repairs and accessories now or
         hereafter affixed thereto or used in connection therewith, and any
         warranty claims or settlements or resolutions for defective items;

               (viii) all reserves, deposits, certificates of deposit and
         deposit accounts and interest or dividends thereon, securities, cash,
         cash equivalents and other property now or at any time or times
         hereafter in the possession or under the control of Holder, its
         affiliates, or its bailee;

               (ix) all motor vehicles and trailers, whether or not subject to
         a certificate of title or manufacturer's statement of origin;

               (x) all general intangibles, including without limitation
         licenses, permits, trademarks, corporate and trade names, copyrights,
         franchise rights, goodwill, patents and patent applications;

               (xi) all credit card receipts, receivables, sales drafts,
         credits, provisional credits, rights of collections, and any other
         right to payment with respect to credit cards howsoever evidenced
         (collectively, the "Credit Card Receipts");

               (xii) all books, records, computer records, ledger cards,
         programs and other computer materials, customer and supplier lists,
         invoices, orders and other property at any time evidencing or
         relating to the Collateral ("Records");

               (xiii) all interests in real estate, including interests in
         leases of real property;

               (xiv) all additions, accessions, replacements and
         substitutions, renewals, improvements, and replacements of, to or for
         any of the foregoing and any and all proceeds and products of any of
         the foregoing; and

               (xv) all insurance in any way relating to the foregoing.

          (b)  If any item of the Collateral is a motor vehicle or any other
type of collateral for which a certificate of title can be issued under any
state or federal statute, the Corporation will cause a certificate of title
evidencing ownership thereof to be endorsed to reflect Holder's interest
therein, if such endorsement is required or permitted by law, concurrently
with the execution of this Note or, as to any such Collateral in which the
Corporation acquires rights after the date hereof, as soon as the Corporation
has rights therein.

          (c)  The Corporation shall deliver all of the Collateral consisting
of instruments or negotiable documents or chattel paper to Holder concurrently
with the execution of this Note or, as to any such Collateral in which the
Corporation acquires rights after the date hereof, as soon as the Corporation
has acquired rights therein.

          (d)  The Corporation represents that it cannot grant a first
priority security interest to Holder in the blow molding machine and related
equipment used in bottling operations and all additions, accessories,
replacements and substitutions, renewals, improvements and replacements of, or
for any of such property, any and all proceeds and products of any of such
property and any insurance relating thereto (collectively, the "Excluded
Items"), due to a prior security interest granted therein.  Accordingly,
Holder's security interest in the Excluded Items may be subject to such prior
security interest, but such prior security interest shall not effect the
validity of Holder's security interest in the Excluded Items.

          (e)  The security interests described herein are granted to Holder
to secure the performance and payment of this Note and any and all obligations
and liabilities of the Corporation to Holder, now existing or hereafter
arising, direct or indirect, absolute or contingent, joint or several, primary
or secondary, due or to become due, including without limitation any renewa1s
or extensions thereof and substitutions therefor and future advances (such
obligations and liabilities being referred to herein as the "Secured
Obligations").

          (f)  Upon the written request of Holder, the Corporation will
execute in form satisfactory to Lender one or more financing statements
pursuant to the applicable Uniform Commercial Code, mortgages, deeds of trust
and such other documents as Holder may from time to time request.  Upon the
occurrence of an Event of Default, Holder is hereby authorized to file or
record one or more financing statements, mortgages, deeds of trust and other
documents signed only by Holder in any location in any jurisdiction where such
authorization is permitted by law.  Holder shall notify the Corporation in
writing in the event it takes such actions.  If applicable law requires the
Corporation to sign any financing statement or other document for filing or
recording purposes, Holder and/or any representative of Holder is hereby: (a)
appointed as the Corporation's attorney and agent, with full power of
substitution, to sign or endorse the Corporation's name on any such financing
statement or other document, and (b) authorized to file or record the same.

          (g)  Upon an Event of Default, Holder shall have the following
rights and remedies and be entitled to exercise any or all of the following
remedies, in addition to any other rights and remedies under law or equity of
Holder however arising:

               (i)  In its sole an absolute discretion and without notice
          thereof to the Corporation, in the name of Holder and/or the
          Corporation, Holder may:  (A) notify the parties liable on all
          Accounts or Credit Card Receipts ("Account Debtors") on any or all
          Collateral that such Collateral has been assigned to Holder and that
          Holder has a security interest therein; (B) direct such Account
          Debtors to make payment due from them to the Corporation directly to
          Holder; and (C) enforce payment of, and collect by legal proceedings
          or otherwise, such amounts due, including to:  demand, collect,
          receipt for, settle, compromise, adjust, sue for, foreclose or
          realize upon or with respect to such Collateral.

               (ii) Holder may receive, open and dispose of mail addressed to
          the Corporation and endorse notes, checks, drafts, money orders,
          documents of title or other evidences of payment, shipment or
          storage or any other item constituting or relating to the Collateral
          on behalf of and in the name of the Corporation.

               (iii) Holder may take control and apply to the Secured
          Obligations any or all proceeds constituting a part of the
          Collateral.

               (iv) Holder may, without notice or demand, declare any or all
          of the Secured Obligations immediately due and payable,
          notwithstanding any provision to the contrary contained in any
          agreement or instrument evidencing or relating to any of the Secured
          Obligations.

               (v) Holder may set off any deposits or other moneys due from
          Holder to the Corporation against any of the Secured Obligations,
          whether or not the same is due and in any order of priority.

               (vi) Holder shall have all of the rights and be entitled to all
          of the remedies of a Holder under the applicable Uniform Commercial
          Code, including (without limitation) the right to take possession of
          the Collateral or any portion thereof, the right to sell, lease or
          otherwise dispose of the Collateral or any portion thereof and the
          right to recover reasonable expenses of retaking, holding, preparing
          for sale or lease, selling, leasing and the like and, to the extent
          not prohibited by law, reasonable attorneys' fees and legal expenses
          incurred by Holder.

               (vii) Holder may require the Corporation to assemble the
          Collateral and make it available to Holder at a place to be
          designated by Holder which is reasonably convenient to both parties,
          or, if the Corporation fails or refuses to so assemble the
          Collateral, Holder may, and the Corporation hereby authorizes and
          empowers Holder to, enter upon the premises wherever the Collateral
          may be in order to remove the same.

               (viii) Holder shall have the right to enter, with or without
          process of law and without breach of the peace, any premises where
          the Collateral is or may be located, and without charge or liability
          to Holder therefor seize and remove the Collateral from said
          premises and/or remain upon said premises and use the same for the
          purpose of collecting, preparing and disposing of the Collateral.

               (ix) Unless the Collateral is perishable or threatens to
          decline speedily in value or is of a type customarily sold on a
          recognized market, Holder will give the Corporation reasonable
          notice of the time and place of any public sale of the Collateral or
          any portion thereof or of the time after which any private sale or
          other intended disposition thereof is to be made.  The requirements
          of commercially reasonable and fair notice shall be met if such
          notice is mailed, postage prepaid, to the Corporation at least 7
          calendar days prior to the date of such sale or disposition.  The
          Corporation agrees that:  (A) a public sale of all or any of the
          Collateral is commercially reasonable irrespective of the amount
          received for such collateral at such sale; and (B) the Corporation
          shall be credited with the net proceeds of such sale only when such
          proceeds are actually received by Holder.

               (x) The Corporation hereby: (A) agrees that Holder has no
          obligation to preserve rights against prior parties to the
          Collateral; (B) waives and releases any cause of action and claim
          against Holder as a result of Holder's possession, collection or
          sale of the Collateral, any liability or penalty for failure of
          Holder to comply with any requirement imposed on Holder relating to
          notice of sale, holding of sale or reporting of sale of the
          Collateral, and, to the extent permitted by law, any right of
          redemption from such sale; and (C) in the event Holder seeks
          possession of the Collateral through replevin or other court
          process, waives any bond, surety or security required as an incident
          to such possession, and any demand for possession of the Collateral
          prior to commencement of any suit or action to recover possession
          thereof.

               (xi) Holder's costs of collection, enforcement and prosecution
          of its rights and remedies hereunder or otherwise arising, whether
          or not involving a case, action or other proceeding before any state
          or federal court or other body, including without limitation
          attorneys' fees and expenses, shall be the sole obligation of the
          Corporation.

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

          (a)  Any shares of Preferred Stock and/or Common Stock, as the case
may be, delivered upon conversion of this Note shall, at the time of
delivery of the certificates for such shares of Preferred Stock or
Common Stock, be validly issued and outstanding and fully-paid and
non-assessable shares of Preferred Stock or Common Stock free from
taxes, liens and charges with respect to their purchase.  Without
limiting the generality of the foregoing, the Corporation covenants
and agrees to take any necessary actions to assure that the par value per
share of the Preferred Stock is at all times equal to or less than the then
current Conversion Price per share for the Preferred Stock issuable pursuant
to this Note.  The Corporation further covenants and agrees that it will pay
when due and payable any and all federal and state original issue stock taxes,
if any, which may be payable in respect of the issue of the shares of referred
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.

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

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

     11.  Investment Representation; Transfer.  The Holder hereby represents
and warrants to the Corporation that it has purchased this Note and will
purchase shares of the Preferred Stock and/or Common Stock, as the case may
be, of the Corporation issuable upon conversion hereof for investment purposes
only and not with a view to the distribution thereof.  The Holder acknowledges
that it has been advised by the Corporation that neither this Note nor the
Conversion Shares has been registered under the Securities Act of 1933 or any
state securities law for the reason that no distribution or public offering of
this Note or the Conversion Shares is to be effected.
     12.  Dissolution.  In case any voluntary or involuntary dissolution,
liquidation or winding up of the Corporation shall at any time be proposed,
the Corporation shall give at least sixty-two (62) days' prior written notice
thereof to the Holder stating the date on which such event is to take place
and the date (which shall be at least sixty-two (62) days after the giving of
such notice) as of which the holders of Preferred Stock or Common Stock of
record shall be entitled to exchange their Preferred Stock or Common Stock for
securities or other property deliverable upon such dissolution, liquidation or
winding up.

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

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

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

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

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

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

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

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

     17.  Amendment and Restatement of Original Note.  This Note (i) further
amends and restates the Second Amended and Restated 10% Secured Convertible
Note in the principal sum of $350,000 payable by the Corporation to the Holder
due on May 31, 2001 which, in turn, (ii) amended and restated the Amended and
Restated 10% Secured Convertible Note in the principal sum of $350,000 payable
by the Corporation to the Holder due on March 31, 2001 which, in turn, (iii)
amended and restated the 10% Secured Convertible Note in the principal sum of
$350,000 due on February 28, 2001 ("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




                               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 Third 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:------------------------------------------

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