<PAGE>
                                                                  Exhibit 10.1

THIS FOURTH 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.

            FOURTH AMENDED AND RESTATED 10% SECURED CONVERTIBLE NOTE

                              DUE DECEMBER 31, 2001



$350,000.00                                                  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 Three Hundred Fifty Thousand and NO/100 Dollars ($350,000.00), 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 Fourth 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.


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         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 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 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 Fourth Amended and Restated 10% Secured
         Convertible Note in the principal sum of $400,000 payable by the
         Corporation to the Holder due on December 31, 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

                                      2

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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,

                                                  3

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<PAGE>

                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 othertype 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.

                                      4

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<PAGE>

                (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.

                                      5

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                         (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.

                                      6

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         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.

                                      7

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         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.

                                      8

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         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 Third Amended and Restated 10% Secured
Convertible Note in the principal sum of $350,000 payable to the Corporation
due on September 30, 2001, which, in turn, (ii) further amended and restated
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, (iii) 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, (iv) 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




                                      9

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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 Fourth 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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