<PAGE>

                  FINANCIAL ADVISORY AND CONSULTING AGREEMENT

          This Agreement is made and entered into as of this 14th day of 
May, 1997, by and between HAWAIIAN NATURAL WATER COMPANY, INC., a Hawaii 
corporation (the "Company"), and JOSEPH STEVENS & COMPANY, INC. (the 
"Consultant").

          In consideration of and for the mutual promises and covenants 
contained herein, and for other good and valuable consideration, the receipt 
of which is hereby acknowledged, the parties hereto hereby agree as follows:

          1.   PURPOSE. The Company hereby retains the Consultant during the 
term specified in SECTION 2 hereof to render consulting advice to the Company 
as an investment banker relating to financial and similar matters, upon the 
terms and conditions as set forth herein.

          2.   TERM. Subject to the provisions of SECTIONS 8, 9 and 10 
hereof, this Agreement shall be effective for a period of twenty-four (24) 
months commencing May 14, 1997.

          3.   DUTIES OF CONSULTANT. During the term of this Agreement, the 
Consultant will provide the Company with such regular and customary 
consulting advice as is reasonably requested by the Company, provided that 
the Consultant shall not be required to undertake duties not reasonably 
within the scope of the consulting advisory service contemplated by this 
Agreement. In performance of these duties, the Consultant shall provide the 
Company with the benefits of its best judgment and efforts. It is understood 
and acknowledged by the parties that the value of the Consultant's advice is 
not measurable in any quantitative manner, and that the Consultant shall be 
obligated to render advice, upon the request of the Company, in good faith, 
but shall not be obligated to spend any specific amount of time in doing so. 
The Consultant's duties may include, but will not necessarily be limited to:

          A.   Providing sponsorship and exposure in connection with the 
dissemination of corporate information regarding the Company to the 
investment community at large under a systematic planned approach.

          B.   Rendering advice and assistance in connection with the 
preparation of annual and interim reports and press releases.

          C.   Arranging, on behalf of the Company and its representatives, 
at appropriate times, meetings with securities analysts of major regional 
investment banking firms.

          D.   Assisting in the Company's financial public relations, 
including discussions between the Company and the financial community.

          E.   Rendering advice with regard to internal operations, including:


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               (1)  advice regarding formation of corporate goals and their 
               implementation;

               (2)  advice regarding the financial structure of the Company 
               and its divisions or subsidiaries or any programs and projects 
               of such entities;

               (3)  advice concerning the securing, when necessary and if 
               possible, of additional financing through banks, insurance 
               companies and/or other institutions; and

               (4)  advice regarding corporate organization and personnel.

          F.   Rendering advice with respect to any acquisition program of 
the Company.

          G.   Rendering advice regarding a future public or private offering 
of securities of the Company or of any subsidiary.

          4.   RELATIONSHIPS WITH OTHERS. The Company acknowledges that the 
Consultant and its affiliates are in the business of providing financial 
services and consulting advice (of all types contemplated by this Agreement) 
to others. Nothing herein contained shall be construed to limit or restrict 
the Consultant or its affiliates from rendering such services or advice to 
others.

          5.   CONSULTANT'S LIABILITY. In the absence of gross negligence or 
willful misconduct on the part of the Consultant, or the Consultant's breach 
of this Agreement, the Consultant shall not be liable to the Company, or to 
any officer, director, employee, shareholder or creditor of the Company, for 
any act or omission in the course of or in connection with the rendering or 
providing of advice hereunder. Except in those cases where the gross 
negligence or willful misconduct of the Consultant or the breach by the 
Consultant of this Agreement is alleged and proven, the Company agrees to 
defend, indemnify and hold the Consultant harmless from and against any and 
all reasonable costs, expenses and liability (including, but not limited to, 
attorneys' fees paid in the defense of the Consultant) which may in any way 
result from services rendered by the Consultant pursuant to or in any 
connection with this Agreement.

          6.   EXPENSES. The Company, upon receipt of appropriate supporting 
documentation, shall reimburse the Consultant for any and all reasonable 
out-of-pocket expenses incurred by the Consultant in connection with services 
rendered by the Consultant to the Company pursuant to this Agreement, 
including, but not limited to, hotel, food and associated expenses, all 
charges for travel and long-distance telephone calls and all other expenses 
incurred by the Consultant in connection with services rendered by the 
Consultant to the Company pursuant to this Agreement, provided, however, that 
the Consultant shall not incur expenses hereunder for which reimbursement is 
sought in excess $1,000 without the prior written consent of the Company. 
Expenses payable under this Section 6 shall not include allocable overhead 
expenses of the Consultant, including, but not limited to, attorneys' fees, 
secretarial charges and rent.


                                      2

<PAGE>

          7.   [Intentionally omitted].

          8.   OTHER ADVICE. In addition to the duties set out in SECTION 3 
hereof, the Consultant agrees to furnish advice to the Company in connection 
with the acquisition of and/or merger with other companies, joint ventures 
with any third parties, license and royalty agreements and any other 
financing (other than the private or public sale of the Company's securities 
for cash), including, but not limited to, the sale of the Company itself (or 
any significant percentage, subsidiaries or affiliates thereof).

          In the event that any such transactions are directly or indirectly 
originated by the Consultant for a period of five (5) years from the date 
hereof, unless otherwise agreed in writing between the Company and the 
Consultant, the Company shall pay fees to the Consultant as follows:

          Legal Consideration                          Fee
          -------------------                          ---

     1.   $ -0- - $3,000,000              5% of legal consideration

     2.   $3,000,001 - $4,000,000         Amount calculated pursuant to line 1
                                          of this computation, plus 4% of 
                                          excess over $3,000,000

     3.   $4,000,001 - 5,000,000          Amount calculated pursuant to lines
                                          1 and 2 of this computation, plus 3% 
                                          of excess over $4,000,000

     4.   above $5.000.000                Amount calculated pursuant to lines
                                          1, 2 and 3 of this computation, plus 
                                          2% of excess over $5,000,000.

          Legal consideration is defined, for purposes of this Agreement, as 
the total of stock (valued at market on the day of closing, or if there is no 
public market, valued as set forth herein for other property), cash and 
assets and property or other benefits exchanged by the Company or received by 
the Company or its shareholders (all valued at fair market value as agreed 
or, if not, by any independent appraiser), irrespective of period of payment 
or terms.

          9.   SALES OR DISTRIBUTIONS OF SECURITIES. If the Consultant 
assists the Company in the sale or distribution of securities to the public 
or in a private transaction, the Consultant shall receive fees in the amount 
and form to be arranged separately at the time of such transaction.

          10.  FORM OF PAYMENT. All fees due to the Consultant pursuant to 
SECTION 8 hereof are due and payable to the Consultant, in cash or by 
certified check, at the closing or closings of a transaction specified in 
such SECTION 8 or as otherwise agreed between the parties hereto; PROVIDED, 
however, that in the case of license and royalty agreements specified in 
SECTION 8 hereof, the fees due the Consultant in receipt of such license and 
royalty agreements shall be


                                      3

<PAGE>

paid as and when license and/or royalty payments are received by the Company. 
In the event that this Agreement shall not be renewed for a period of at 
least twelve (12) months at the end of the five (5) year period referred to 
in SECTION 8 hereof or if terminated for any reason prior to the end of such 
five (5) year period then, notwithstanding any such non-renewal or 
termination, the Consultant shall be entitled to the full fee for any 
transaction contemplated under SECTION 8 hereof which closes within twelve 
(12) months after such non-renewal or termination.

          11.  LIMITATION UPON THE USE OF ADVICE AND SERVICES.

          (a)  No person or entity, other than the Company or any of its 
subsidiaries, shall be entitled to make use of or rely upon the advice of the 
Consultant to be given hereunder, and the Company shall not transmit such 
advice to others, or encourage or facilitate the use of or reliance upon such 
advice by others, without the prior written consent of the Consultant.

          (b)  It is clearly understood that the Consultant, for services 
rendered under this Agreement, makes no commitment whatsoever as to making a 
market in the securities of the Company or to recommend or advise its clients 
to purchase the securities of the Company.  Research reports or corporate 
finance reports that may be prepared by the Consultant will, when and if 
prepared, be done solely on the merits or judgment of analysts of the 
Consultant or senior corporate finance personnel of the Consultant.

          (c)  The use of the Consultant's name in any annual report or other 
report of the Company, or any release or similar document prepared by or on 
behalf of the Company, must have the prior written approval of the Consultant 
unless the Company is required by law to include the Consultant's name in 
such annual report, other report or release, in which event the Consultant 
will be furnished with a copy of such annual report, other report or release 
using Consultant's name in advance of publication by or on behalf of the 
Company.

          (d)  Should any purchases of securities be requested to be effected 
through the Consultant by the Company, its officers, directors, employees or 
other affiliates, or by any person on behalf of any profit sharing, pension 
or similar plan of the Company, for the account of the Company or the 
individuals or entities involved, such orders shall be taken by a registered 
account executive of the Consultant, shall not be subject to the terms of 
this Agreement, and the normal brokerage commission as charged by the 
Consultant will apply in conformity with all rules and regulations of the New 
York Stock Exchange, the National Association of Securities Dealers, Inc. or 
other regulatory bodies. Where no regulatory body sets the fee, the normal 
established fee as used by the Consultant shall apply.

          (e)  The Consultant shall not disclose confidential information 
which it learns about the Company as a result of its engagement hereunder, 
except as such disclosure as may be required for Consultant to perform its 
duties hereunder.

          12.  INDEMNIFICATION. Since the Consultant will be acting on behalf 
of the Company in connection with its engagement hereunder, the Company and 
Consultant have entered into a separate indemnification agreement 
substantially in the form attached hereto as


                                      4

<PAGE>

EXHIBIT A and dated the date hereof, providing for the indemnification of 
Consultant by the Company. The Consultant has entered into this Agreement in 
reliance on the indemnities set forth in such indemnification agreement.

          13.  SEVERABILITY. Every provision of this Agreement is intended to 
be severable. If any term or provision hereof is deemed unlawful or invalid 
for any reason whatsoever, such unlawfulness or invalidity shall not affect 
the validity of the remainder of this Agreement.

          14.  MISCELLANEOUS.

          (a)  Any notice or other communication between the parties hereto 
shall be sent by certified or registered mail, postage prepaid, if to the 
Company, addressed to it at 248 Mokauea Street, Honolulu, Hawaii 96819, 
Attention: Marcus Bender, Chief Executive Officer, with a copy to Graham & 
James LLP, 801 South Figueroa Street, 15th Floor, Los Angeles, California 
90017, Attention: Richard Manson, Esq., or, if to the Consultant, addressed 
to it at 33 Maiden Lane, 8th Floor, New York, New York 10038, Attention: 
Joseph Sorbara, Chief Executive Officer, with a copy to Orrick, Herrington & 
Sutcliffe LLP, 666 Fifth Avenue, New York, New York 10103, Attention: Rubi 
Finkelstein, Esq., or to such address as may hereafter be designated in 
writing by one party to the other. Such notice or other communication shall 
be deemed to be given on the date of receipt.

          (b)  If, during the term hereof, the Consultant shall cease to do 
business, the provisions hereof relating to the duties of the Consultant and 
compensation by the Company as it applies to the Consultant shall thereupon 
cease to be in effect, except for the Company's obligation of payment for 
services rendered prior thereto. This Agreement shall survive any merger of, 
acquisition of, or acquisition by the Consultant and, after any such merger 
or acquisition, shall be binding upon the Company and the corporation 
surviving such merger or acquisition.

          (c)  This Agreement embodies the entire agreement and understanding 
between the Company and the Consultant and supersedes any and all 
negotiations, prior discussions and preliminary and prior agreements and 
understandings related to the central subject matter hereof.

          (d)  This Agreement has been duly authorized, executed and 
delivered by and on behalf of the Company and the Consultant.

          (e)  This Agreement shall be construed and interpreted in 
accordance with laws of the State of New York, without giving effect to 
conflicts of laws.

          (f)  This Agreement and the rights hereunder may not be assigned by 
either party (except by operation of law) and shall be binding upon and inure 
to the benefit of the parties and their respective successors, assigns and 
legal representatives.


                                      5

<PAGE>

          IN WITNESS WHEREOF, the parties hereto have executed this Agreement 
as of the date hereof,

                                       HAWAIIAN NATURAL WATER COMPANY, INC.


                                       By: /s/ MARCUS BENDER
                                          ---------------------------------
                                          Marcus Bender
                                          Chief Executive Officer


                                       JOSEPH STEVENS & COMPANY, INC


                                       By: /s/ ENRICO SUPPA
                                          ---------------------------------


<PAGE>

                                   EXHIBIT A



                                  May 14, 1997



JOSEPH STEVENS & COMPANY, Inc.
33 Maiden Lane
8th Floor
New York, New York 10038


Ladies and Gentlemen:

          In connection with our engagement of JOSEPH STEVENS & COMPANY, INC. 
(the "Consultant") as our financial advisor and investment banker, we hereby 
agree to indemnify and hold the Consultant and its affiliates, and the 
directors, officers, partners, shareholders, agents and employees of the 
Consultant (collectively the "Indemnified Persons"), harmless from and 
against any and all claims, actions, suits, proceedings (including those of 
shareholders), damages, liabilities and expenses incurred by any of them 
(including, but not limited to, fees and expenses of counsel) which are (A) 
related to or arise out of (i) any actions taken or omitted to be taken 
(including any untrue statements made or any statements omitted to be made) 
by us, or (ii) any actions taken or omitted to be taken by any Indemnified 
Person in connection with our engagement of the Consultant pursuant to the 
Financial Advisory and Consulting Agreement, of even date herewith, between 
the Consultant and us (the "Consulting Agreement"), or (B) otherwise related 
to or arising out of the Consultant's activities on our behalf pursuant to 
the Consultant's engagement under the Consulting Agreement, and we shall 
reimburse any Indemnified Person for all expenses (including, but not limited 
to, fees and expenses of counsel) incurred by such Indemnified Person in 
connection with investigating, preparing or defending any such claim, action, 
suit or proceeding (collectively a "Claim"), whether or not in connection 
with pending or threatened litigation in which any Indemnified Person is a 
party. We will not, however, be responsible for any Claim which is finally 
judicially determined to have resulted exclusively from the gross negligence 
or willful misconduct of any person seeking indemnification hereunder. We 
further agree that no Indemnified Person shall have any liability to us for 
or in connection with the Consultant's engagement under the Consulting 
Agreement except for any Claim incurred by us solely as a direct result of 
any Indemnified Person's gross negligence or willful misconduct.

          We further agree that we will not, without the prior written 
consent of the Consultant settle, compromise or consent to the entry of any 
judgment in any pending or threatened Claim in respect of which 
indemnification may be sought hereunder (whether or not


<PAGE>

any Indemnified Person is an actual or potential party to such Claim), unless 
such settlement, compromise or consent includes a legally binding, 
unconditional, and irrevocable release of each Indemnified Person hereunder 
from any and all liability arising out of such Claim.

          Promptly upon receipt by an Indemnified Person of notice of any 
complaint or the assertion or institution of any Claim with respect to which 
indemnification is being sought hereunder, such Indemnified Person shall 
notify us in writing of such complaint or of such assertion or institution, 
but failure to so notify us shall not relieve us from any obligation we may 
have hereunder, unless, and only to the extent that, such failure results in 
the forfeiture by us of substantial rights and defenses, and such failure to 
so notify us will not in any event relieve us from any other obligation or 
liability we may have to any Indemnified Person otherwise than under this 
Agreement. If we so elect or are requested by such Indemnified Person, we 
will assume the defense of such Claim, including the employment of counsel 
reasonably satisfactory to such Indemnified Person and the payment of the 
fees and expenses of such counsel. In the event, however, that such 
Indemnified Person reasonably determines in its sole judgment that having 
common counsel would present such counsel with a conflict of interest or such 
Indemnified Person concludes that there may be legal defenses available to it 
or other Indemnified Persons different from or in addition to those available 
to us, then such Indemnified Person may employ its own separate counsel to 
represent or defend it in any such Claim and we shall pay the reasonable fees 
and expenses of such counsel. Notwithstanding anything herein to the 
contrary, if we fail timely or diligently to defend, contest, or otherwise 
protect against any Claim, the relevant Indemnified Party shall have the 
right, but not the obligation, to defend, contest, compromise, settle, assert 
crossclaims or counterclaims, or otherwise protect against the same, and 
shall be fully indemnified by us therefor, including, but not limited to, for 
the fees and expenses of its counsel and all amounts paid as a result of such 
Claim or the compromise or settlement thereof. In any Claim in which we 
assume the defense, the Indemnified Person shall have the right to 
participate in such defense and to retain its own counsel therefor at its own 
expense.

          We agree that if any indemnity sought by an Indemnified Person 
hereunder is held by a court to be unavailable for any reason, then (whether 
or not the Consultant is the Indemnified Person) we and the Consultant shall 
contribute to the Claim for which such indemnity is held unavailable in such 
proportion as is appropriate to reflect the relative benefits to us, on the 
one hand, and the Consultant, on the other, in connection with the 
Consultant's engagement by us under the Consulting Agreement, subject to the 
limitation that in no event shall the amount of the Consultant's contribution 
to such Claim exceed the amount of fees actually received by the Consultant 
from us pursuant to the Consultant's engagement under the Consulting 
Agreement. We hereby agree that the relative benefits to us, on the one hand, 
and the Consultant, on the other hand, with respect to the Consultant's 
engagement under the Consulting Agreement shall be deemed to be in the same 
proportion as (a) the total value paid or proposed to be paid or received by 
us or our stockholders as the case may be, pursuant to the transaction 
(whether or not consummated) for which the Consultant is engaged to render 
services bears to (b) the fee paid or proposed to be paid to the Consultant 
in connection with such engagement.


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<PAGE>

          Our indemnity, reimbursement and contribution obligations under 
this Agreement shall be in addition to, and shall in no way limit or 
otherwise adversely affect any rights that an Indemnified Part may have at 
law or at equity.

          Should the Consultant, or any of its directors, officers, partners, 
shareholders, agents or employees, be required or be requested by us to 
provide documentary evidence or testimony in connection with any proceeding 
arising from or relating to the Consultant's engagement under the Consulting 
Agreement, we agree to pay all reasonable expenses (including but not limited 
to fees and expenses of counsel) in complying therewith and one thousand 
dollars ($1,000) per day for any sworn testimony or preparation therefor, 
payable in advance.

          We hereby consent to personal jurisdiction and service of process 
and venue in any court in which any claim for indemnity is brought by any 
Indemnified Person.

          It is understood that, in connection with the Consultant's 
engagement under the Consulting Agreement, the Consultant may be engaged to 
act in one or more additional capacities and that the terms of the original 
engagement or any such additional engagement may be embodied in one or more 
separate written agreements. The provisions of this Agreement shall apply to 
the original engagement and any such additional engagement and shall remain 
in full force and effect following the completion or termination of the 
Consultant's engagement(s).

                                       Very truly yours,

                                       HAWAIIAN NATURAL WATER COMPANY, INC.


                                       By:
                                          ---------------------------------
                                            Marcus Bender
                                            Chief Executive Officer


CONFIRMED AND AGREED TO:

JOSEPH STEVENS & COMPANY, INC.

By:
   ---------------------------