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


$400,000.00                                                      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 Four Hundred Thousand and NO/100 Dollars ($400,000.00), 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 $350,000 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
          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.  The obligations herein are secured by the security
interest granted pursuant to that certain Third Amended and Restated 10%
Convertible Note in the principal sum of $350,000.00 payable by the
Corporation to Holder due on September 30, 2001.

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

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

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

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

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

     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 $400,000 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 $400,000 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
$400,000 payable by the Corporation to the Holder 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: -------------------------------------------------

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