<DOCUMENT>
<TYPE>EX-10.19
<SEQUENCE>4
<FILENAME>ex10p19.txt
<DESCRIPTION>AMENDED AND RESTATED CERTIFICATE OF DESIGNATION
<TEXT>
<PAGE>

                                                                Exhibit 10.19


                    HAWAIIAN NATURAL WATER COMPANY, INC.

                            AMENDED AND RESTATED
            CERTIFICATE OF DESIGNATION, PREFERENCES AND RIGHTS OF
                    SERIES C CONVERTIBLE PREFERRED STOCK

                      ---------------------------------
                      PURSUANT TO SECTION 415-16 OF THE
                       HAWAII BUSINESS CORPORATION ACT
                      ---------------------------------

         Hawaiian Natural Water Company, Inc., a Hawaii corporation (the
"Corporation"), certifies that pursuant to the authority contained in
Article IV, Section 1 of its Articles of Incorporation, and in accordance
with the provisions of Section 415-16 of the Hawaii Business Corporation
Act, its Board of Directors has adopted the following resolution creating a
series of the Preferred Stock, par value $1.00 per share, designated as
Series C Convertible Preferred Stock:

         RESOLVED, that a series of the class of Preferred Stock, par value
$1.00 per share, of the Corporation be hereby created, and that the
designation and amount thereof and the voting powers, preferences, and
relative, participating, optional and other special rights of the shares of
such series, and the qualifications, limitations or restrictions thereof are
set forth in this Amended and Restated Certificate of Designation,
Preferences and Rights of Series C Convertible Preferred Stock (the
"Certificate of Designation") as follows:

         1.       Designation and Amount. Preferred Stock of the Corporation
                  ----------------------
created and authorized for issuance hereby shall be designated as "Series C
Convertible Preferred Stock" (herein referred to as "Series C Preferred
Stock"), having a par value per share equal to $1.00, and the number of
shares constituting such series shall be 750,000. The Corporation shall only
originally issue shares of Series C Preferred Stock to the holder of a
Convertible Note (as defined in Section 11 hereof).

         2.       Rank. The Series C Preferred Stock shall, with respect to
                  ----
dividend rights and rights upon liquidation, winding up or dissolution,
whether voluntary or involuntary, rank prior to the Common Stock (as defined
in Section 11 hereof) and all classes or series of preferred stock,
preference stock or any other capital stock or equity securities of the
Corporation, whether now issued or hereafter created. All equity securities
of the Corporation to which the Series C Preferred Stock ranks prior,
including the Common Stock, are collectively referred to herein as the
"Junior Securities."

         3.       Dividend Provisions.
                  -------------------

                  (a)      Dividends.
                           ---------

                           (i)     Cash Dividends. The Corporation shall pay,
                  and the Holders of outstanding shares of Series C
                  Preferred Stock shall be entitled to receive, when,


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                  as and if declared by the Board of Directors, out of funds
                  legally available therefor, cumulative dividends on each
                  share of Series C Preferred Stock at a rate per annum
                  equal to ten percent (10%) of the Liquidation Value per
                  share of Series C Preferred Stock, accruable quarterly on
                  each of the Dividend Accrual Dates, payable only in cash.
                  All cash dividends shall be cumulative, whether or not
                  declared, on a daily basis from the date of issuance and
                  shall accrue quarterly in arrears on each Dividend Accrual
                  Date, commencing on the date of issuance. The Board of
                  Directors shall declare and pay such accrued dividends at
                  such time and to the extent permitted by law.

                           (ii)    General Provisions. Each distribution in the
                  form of a cash dividend shall be payable to Holders of
                  record as they appear on the stock books of the
                  Corporation on such record date, not less than 10 nor more
                  than 60 days preceding the relevant Dividend Payment Date,
                  as shall be fixed by the Board of Directors of the
                  Corporation. For any period during which any share of
                  Series C Preferred Stock is outstanding less than a full
                  quarterly dividend period ending on a Dividend Accrual
                  Date, the dividends payable shall be computed on the basis
                  of a 360 day year consisting of twelve 30-day months and
                  the actual number of days elapsed in the period for which
                  the dividends are payable. If any Dividend Payment Date
                  for a dividend payable in cash occurs on a day that is not
                  a Business Day, any accrued dividends otherwise payable on
                  such Dividend Payment Date shall be paid on the next
                  succeeding Business Day.

                  (b)      Certain Other Non-Cash Distributions. If the
                           ------------------------------------
         Corporation shall at any time, or from time to time, after the
         Purchase Date, declare, order, pay or make a dividend or other
         distribution (including, without limitation, any distribution or
         issuance of stock or other securities or property or rights or
         warrants to subscribe for securities of the Corporation or any of
         its Subsidiaries by way of dividend or spin-off or rights to
         purchase Common Stock or other Junior Securities) on its Common
         Stock, other than (i) dividends payable in cash in an aggregate
         amount in any fiscal year which, when declared, are not expected to
         exceed the net income of the Corporation during such year from
         continuing operations before extraordinary items, as determined in
         accordance with generally accepted accounting principles
         consistently applied in accordance with past practice, or (ii) any
         dividend or distribution described in Section 5(c)(i), Section
         5(c)(ii) or Section 5(c)(iii), then, and in each such case (a
         "Triggering Distribution"), each Holder of shares of Series C
         Preferred Stock shall be entitled to receive from the Corporation,
         with respect to the shares of Series C Preferred Stock held by such
         Holder, the same dividend or distribution that such Holder would
         have received if immediately prior to the earlier of such
         Triggering Distribution or any record date therefor such Holder
         converted all of such Holder's shares of Series C Preferred Stock
         into shares of Common Stock. Any such dividend, distribution or
         issuance shall be declared, ordered, paid or made on the Series C
         Preferred Stock at the later of (i) same time such dividend,
         distribution or issuance is declared, ordered, paid or made on the
         Common Stock, or (ii) the date of issuance of the shares of the
         applicable Series C Preferred Stock.

                                     2

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                  (c)      Limitation on Dividends and Other Distributions.
                           -----------------------------------------------
         Unless full cumulative dividends, if any, accrued on all
         outstanding shares of the Series C Preferred Stock have been or
         contemporaneously are declared and paid for all periods prior to
         and ending on the most recent Dividend Accrual Date, no dividend
         shall be declared or paid or set aside for payment or other
         distribution declared or made upon the Junior Securities (other
         than a dividend or distribution paid solely in shares of, or
         warrants, rights or options solely exercisable for or convertible
         into, Junior Securities), nor shall any Junior Securities be
         redeemed, purchased or otherwise acquired for any consideration,
         nor may any moneys be paid to or made available for a sinking fund
         for the redemption of any shares of any such securities, by the
         Corporation, except by conversion into or exchange for Junior
         Securities.

         4.       Liquidation Preference.
                  ----------------------

                  (a)      In the event of any voluntary or involuntary
         liquidation, dissolution or winding up of the Corporation
         ("Liquidation Event"), the Holders of Series C Preferred Stock then
         outstanding shall be entitled to receive, prior and in preference
         to any distribution of any of the assets of the Corporation to the
         holders of Common Stock and other Junior Securities by reason of
         their ownership thereof, an amount per share equal to the sum of
         (i) $1.00, and (ii) all accumulations of accrued but unpaid
         dividends payable in cash pursuant to Section 3(a)(i) on each share
         of Series C Preferred Stock (including an amount equal to a
         prorated dividend pursuant to Section 3(a)(i) for the period from
         the Dividend Accrual Date immediately prior to the receipt of such
         sum to the date of receipt of such sum), with the sum of the
         amounts referred to in clauses (i) and (ii) referred to herein as
         the "Liquidation Value." If upon the occurrence of such Liquidation
         Event, the assets and funds are not sufficient to pay in full the
         liquidation payments payable to the Holders of the Series C
         Preferred Stock, then the Holders of outstanding shares of Series C
         Preferred Stock shall share ratably in such distribution of assets.
         Except as provided in this Section 4(a), Holders of Series C
         Preferred Stock shall not be entitled to any additional
         distribution upon the occurrence of a Liquidation Event.

                  (b)      After the distribution described in Section 4(a) has
         been paid, the remaining assets of the Corporation available for
         distribution to shareholders shall be distributed among the holders
         of Junior Securities in accordance with their respective rights
         thereto.

                  (c)      Neither the consolidation, merger or any other form
         of business combination of the Corporation with or into any other
         person or entity, nor the sale, lease, exchange, conveyance or
         disposition of all or substantially all of the assets of the
         Corporation to persons or entities other than the holders of Junior
         Securities shall be deemed to be a Liquidation Event for purposes
         of this Section 4.

         5.       Conversion. The Holders of the Series C Preferred Stock
                  ----------
 shall have conversion rights as follows (the "Conversion Rights"):

                  (a)      Optional Conversion Rights and Automatic Conversion.
                           ---------------------------------------------------

                                     3

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<PAGE>

                           (i)     Each share of Series C Preferred Stock shall
                  be convertible, at any time and at the option of the
                  Holder thereof, at the office of the Corporation or any
                  transfer agent for the Series C Preferred Stock, into such
                  number of validly issued, fully paid and nonassessable
                  shares of Common Stock, free and clear of all pledges,
                  claims, liens, charges, encumbrances and security
                  interests of any kind or nature whatsoever, as is
                  determined by dividing $1.00 by the Conversion Price at
                  the time in effect for such share. The "Conversion Price"
                  per share for shares of Series C Preferred Stock shall
                  initially be $0.20 and shall be subject to adjustment,
                  from time to time after the Purchase Date as set forth in
                  Section 5(c).

                           (ii)    Upon conversion of any Series C Preferred
                  Stock, payment shall be made for all accrued and unpaid
                  dividends under Section 3(a)(i) calculated in accordance
                  with Section 3(a)(ii).

                  (b)      Mechanics of Conversion. If the Holder of shares of
                           -----------------------
         Series C Preferred Stock desires to exercise such right of
         conversion, such Holder shall give written notice to the
         Corporation (the "Conversion Notice") of that Holder's election to
         convert a stated whole number of shares of Series C Preferred Stock
         (the "Conversion Shares") into shares of Common Stock, and
         surrender to the Corporation, at its principal office or at such
         other office or agency maintained by the Corporation for such
         purpose, such Holder's certificate or certificates evidencing such
         Conversion Shares. The Conversion Notice shall also contain a
         statement of the name or names (with addresses) in which the
         certificate or certificates for Common Stock 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 Common Stock 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 of
         the Conversion Shares or his nominee or nominees, (i) a certificate
         or certificates for the number of shares of Common Stock issuable
         upon the conversion of such Conversion Shares and (ii) if less than
         the full number of shares of Series C Preferred Stock evidenced by
         the surrendered certificate or certificates are being converted, a
         new certificate or certificates, of like tenor, evidencing the
         number of shares evidenced by such surrendered certificate or
         certificates less the number of Conversion Shares. Such conversion
         shall be deemed to have been effected as of the close of business
         on the Date of Conversion and the certificate or certificates
         representing the Conversion Shares, and the person or persons
         entitled to receive the shares of Common Stock issuable upon
         conversion shall be treated for all purposes as the holder or
         holders of record of such shares of Common Stock as of the close of
         business on such date.

                                     4

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                  (c)      Conversion Price Adjustments of Preferred Stock.
                           -----------------------------------------------

                           (i)     If the Corporation should at any time or
                  from time to time after the Purchase Date (whether or not any
                  or all of the shares of Series C Preferred Stock have been
                  issued by the Corporation and are outstanding) fix a
                  record date for the effectuation of a split or subdivision
                  of the outstanding shares of Common Stock or the
                  determination of holders of Common Stock entitled to
                  receive a dividend or other distribution payable in
                  additional shares of Common Stock, then, as of such record
                  date (or, if no record date is fixed, as of the close of
                  business on the date on which the Board of Directors
                  adopts the resolution relating to such dividend,
                  distribution, split or subdivision), the Conversion Price
                  shall be decreased to equal the product of the Conversion
                  Price in effect immediately prior to such date multiplied
                  by a fraction, the numerator of which shall be the number
                  of shares of Common Stock outstanding immediately prior
                  thereto and the denominator of which shall be the number
                  of shares of Common Stock outstanding immediately
                  thereafter.

                           (ii)    If the number of shares of Common Stock
                  outstanding at any time or from time to time after the
                  Purchase Date (whether or not any or all of the shares of
                  Series C Preferred Stock have been issued by the
                  Corporation and are outstanding) is decreased by a
                  combination of the outstanding shares of Common Stock,
                  then following such combination, the Conversion Price
                  shall be increased to equal the product of the Conversion
                  Price in effect immediately prior thereto multiplied by a
                  fraction, the numerator of which shall be the number of
                  shares of Common Stock outstanding immediately prior
                  thereto and the denominator of which shall be the number
                  of shares of Common Stock outstanding immediately
                  thereafter. So long as any shares of Series C Preferred
                  Stock are outstanding, the Corporation shall not combine
                  any shares of Common Stock unless it likewise combines all
                  shares of Common Stock.

                           (iii)   If the Corporation shall at any time and
                  from time to time after the Purchase Date (whether or not
                  any or all of the shares of Series C Preferred Stock have
                  been issued by the Corporation and are outstanding) issue
                  rights or warrants to all holders of the Common Stock
                  entitling such holders to subscribe for or purchase Common
                  Stock at a price per share less than the Current Market
                  Price per share of the Common Stock on the record date for
                  the determination of stockholders entitled to receive such
                  rights or warrants, then, and in each such case, the
                  number of shares of Common Stock into which each share of
                  Series C Preferred Stock is convertible shall be adjusted
                  so that the holder of each share thereof shall be entitled
                  to receive, upon the conversion thereof, the number of
                  shares of Common Stock determined by multiplying the
                  number of shares of Common Stock into which such share was
                  convertible on the day immediately prior to such record
                  date by a fraction, (A) the numerator of which is the sum
                  of (1) the number of shares of Common Stock outstanding on
                  such record date and (2) the number of additional shares
                  of Common Stock which such rights or warrants entitle
                  holders of Common Stock to subscribe for or purchase
                  ("Offered


                                     5

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                  Shares"), and (B) the denominator of which is the sum of
                  (1) the number of shares of Common Stock outstanding on
                  the record date and (2) a fraction, (x) the numerator of
                  which is the product of the number of Offered Shares
                  multiplied by the subscription or purchase price of the
                  Offered Shares and (y) the denominator of which is the
                  Current Market Price per share of Common Stock on such
                  record date. Such adjustment shall become effective
                  immediately after such record date.

                           (iv)    If after the Purchase Date (whether or not
                  any or all of the shares of Series C Preferred Stock have
                  been issued by the Corporation and are outstanding) the
                  Corporation shall be a party to any transaction, including
                  any capital reorganization, reclassification or
                  recapitalization involving the Common Stock of the
                  Corporation (other than a transaction described in clauses
                  (i) and (ii) of this Section 5(c) or in Section 3(b)), or
                  some other form of transaction in which the previously
                  outstanding shares of Common Stock shall be changed into
                  or, pursuant to the operation of law or the terms of the
                  transaction to which the Corporation is a party,
                  exchanged, or would have been changed or exchanged as
                  required by the Articles of Incorporation if such Common
                  Stock were outstanding, for different securities of the
                  Corporation or common stock or other securities of another
                  corporation or interests in a non-corporate entity (such
                  other corporation or non-corporate entity is referred to
                  herein as the "Surviving Entity") or other property
                  (including cash) or any combination of the foregoing,
                  then, as a condition to the consummation of such
                  transaction, lawful and adequate provision shall be made
                  whereby the Holders of the Series C Preferred Stock shall
                  thereafter have the right to receive, in lieu of the
                  shares of Common Stock of the Corporation immediately
                  theretofore receivable with respect to the conversion of
                  such shares of Series C Preferred Stock, such shares of
                  stock or securities (such stock and securities are
                  referred to herein as the "Surviving Entity Securities")
                  or assets as would have been issued or payable with
                  respect to or in exchange for the shares of Common Stock
                  which such holders would have held had the shares of
                  Series C Preferred Stock been converted immediately prior
                  to such transaction. In any such case, appropriate
                  provisions shall be made with respect to the rights and
                  interests of the Holders of the Series C Preferred Stock
                  to the end that such conversion rights (including, without
                  limitation, provisions for adjustment of the Conversion
                  Price) shall thereafter be applicable, as nearly as may be
                  practicable in relation to any shares of Surviving Entity
                  Securities or assets thereafter deliverable upon the
                  exercise thereof.

                  (d)      Stock Transfer Taxes. The issuance of stock
                           --------------------
         certificates upon the conversion of the Series C Preferred Stock
         shall be made without charge to the converting Holder for any tax
         in respect of such issuance. The Corporation shall not, however, be
         required to pay any tax which may be payable in respect of any
         transfer involved in the issuance and delivery of shares in any
         name other than that of the Holder of such shares of Series C
         Preferred Stock converted, and the Corporation shall not be
         required to issue or deliver any such stock certificate unless and
         until the person or persons requesting the issuance thereof shall
         have paid to the Corporation the amount of such tax, if any.


                                     6

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                  (e)      No Fractional Shares: Certificate as to Adjustments.
                           ---------------------------------------------------

                           (i)     No fractional shares shall be issued upon
                  conversion of the Series C Preferred Stock, and the number
                  of shares of Common Stock to be issued shall be rounded to
                  the nearest whole share.

                           (ii)    Upon the occurrence of each adjustment or
                  readjustment of the Conversion Price of Series C Preferred
                  Stock pursuant to this Section 5, the Corporation, at its
                  expense, shall promptly compute such adjustment or
                  readjustment in accordance with the terms hereof and
                  prepare and furnish to each Holder of Series C Preferred
                  Stock and each holder of a Convertible Note a certificate
                  setting forth such adjustment or readjustment and showing
                  in detail the facts upon which such adjustment or
                  readjustment is based. The Corporation shall, upon the
                  written request at any time of any Holder of Series C
                  Preferred Stock or any holder of a Convertible Note,
                  furnish or cause to be furnished to such Holder a like
                  certificate setting forth (A) such adjustment and
                  readjustment, (B) the Conversion Price at the time in
                  effect, and (C) the number of shares of Common Stock and
                  the amount, if any, of other property which at the time
                  would be received upon the conversion of a share of Series
                  C Preferred Stock.

                  (f)      Notices of Record Date. In the event of any taking
                           ----------------------
         by the Corporation of a record of the Holders of any class of
         securities for the purpose of determining the Holders thereof who
         are entitled to receive any dividend (other than a cash dividend)
         or other distribution, any right or warrant to subscribe for,
         purchase or otherwise acquire any shares of stock or any class of
         any other securities or property, or to receive any other right
         (including, without limitation, making a dividend or other
         distribution of any rights under a stockholder rights plan
         (sometimes known as a "poison pill" plan), whether now existing or
         hereafter created), the Corporation shall mail to each Holder of
         Series C Preferred Stock and each holder of a Convertible Note, at
         least 20 days prior to the date specified therein, a notice
         specifying the date on which any such record is to be taken for the
         purpose of such dividend, distribution, right or warrant, and the
         amount and character of such dividend, distribution, right or
         warrant. The Corporation shall not issue such dividend,
         distribution, right or warrant described herein or in Section
         5(c)(iii), or consummate any Business Combination, or any
         reorganization, reclassification or recapitalization described in
         Section 5(c)(iv), unless it provides the Holders of the Series C
         Preferred Stock and each holder of a Convertible Note at least 20
         days advance written notice thereof.

                  (g)      Reservation of Securities Issuable upon Conversion.
                           --------------------------------------------------
         The Corporation shall at all times reserve and keep available out
         of its authorized but unissued shares of Common Stock, solely for
         the purpose of effecting the conversion of the shares of the Series
         C Preferred Stock, free from any preemptive right or other
         obligation, such number of its shares of Common Stock as shall from
         time to time be sufficient to effect the conversion of all
         authorized shares of the Series C Preferred Stock; and if at any
         time the number of authorized but unissued shares of Common Stock
         shall not be sufficient to effect the conversion of all authorized
         shares of the Series C Preferred Stock, in addition


                                     7

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         to such other remedies as shall be available to the Holder of such
         Series C Preferred Stock, the Corporation will take such corporate
         action as may be necessary to increase its authorized but unissued
         shares of Common Stock to such number of shares as shall be
         sufficient for such purposes. The Corporation shall prepare and
         shall use commercially reasonable efforts to obtain and keep in
         force such governmental or regulatory permits or other
         authorizations as may be required by law, and shall comply with all
         requirements as to registration, qualification or listing of the
         Common Stock in order to enable the Corporation to lawfully issue
         and deliver to each Holder of record of Series C Preferred Stock
         such number of shares of its Common Stock as shall from time to
         time be sufficient to effect the conversion of all Series C
         Preferred Stock then outstanding and convertible into shares of
         Common Stock.

                  (h)      Notices. Any notice required by the provisions of
                           -------
         this Section 5 to be given to the Holders of shares of Series C
         Preferred Stock shall only be effective upon receipt and may be
         given by personal delivery, U.S. certified mail, return receipt
         requested, or by a nationally recognized overnight delivery service
         (e.g., United Parcel Service or Federal Express), delivery or
         postage prepaid and addressed to each Holder of record at his
         address appearing on the books of this Corporation (and, in the
         case of any Holder that is a corporation ore other entity, to the
         attention of the President).

         6.       Redemption. The Series C Preferred Stock may be redeemed,
                  ----------
in whole or in part and at any time, by the Corporation for the product of
the number of shares to be redeemed times the Liquidation Value per share.

         7.       Voting Rights.
                  -------------

                  (a)      Election of Directors.
                           ---------------------

                           (i)     Except as otherwise provided herein, the
                  Holders of shares of Series C Preferred Stock shall have
                  the right to elect a number of directors that constitute
                  at any given time a majority of the directors of the
                  Corporation (the "Investor Directors"). The Holders of
                  Series C Preferred Stock shall receive copies of all
                  information and materials provided to the directors of the
                  Corporation and any Subsidiary of the Corporation or to
                  committee members. Notwithstanding the foregoing, nothing
                  set forth herein shall entitle any Investor Director to
                  participate on any committee of the Board of Directors of
                  the Corporation or any Subsidiary of the Corporation
                  created for the purpose of considering a transaction or
                  contract with a Holder or Holders of Series C Preferred
                  Stock, or to participate in the Board's deliberations with
                  respect to the foregoing.

                           (ii)    The Holders of Series C Preferred Stock
                  shall have the right to elect any replacement for an
                  Investor Director designated for nomination or nominated
                  in accordance with this Section 7(a) upon the death,
                  resignation, retirement, disqualification or removal from
                  office for other cause of such Director.

                                     8

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                  (b)      Other Matters. On all other matters that come to a
                           -------------
         vote of the shareholders of the Corporation, the Holder of each
         share of Series C Preferred Stock shall have the right to one vote
         for each share of Common Stock into which such Series C Preferred
         Stock could then be converted, and with respect to such vote, such
         Holder shall have full voting rights and powers equal to the voting
         rights and powers of holders of Common Stock, and shall be
         entitled, notwithstanding any provision hereof, to notice of any
         shareholder's meeting in accordance with the Bylaws of the
         Corporation, and shall be entitled to vote, together with the
         holders of Common Stock, with respect to any question upon which
         holders of Common stock have the right to vote.

         8.       Protective Provisions.
                  ---------------------

                  (a)      Class Voting. So long as shares of Series C
                           ------------
         Preferred Stock are outstanding, this Corporation shall not,
         without first obtaining the approval (by vote or written consent)
         of the Holders of sixty-six and two-thirds percent (66 2/3%) of the
         then outstanding shares of Series C Preferred Stock (voting as a
         class):

                           (i)     alter or change the rights, preferences or
                  privileges of the shares of Series C Preferred Stock so as
                  to affect adversely the shares;

                           (ii)    increase the number of authorized shares of
                  Series C Preferred Stock, or create any new series of
                  stock or any other securities convertible into equity
                  securities of the Corporation having a preference over, or
                  being on a parity with, the Series C Preferred Stock with
                  respect to voting, dividends, distribution of assets upon
                  liquidation, dissolution, winding up or otherwise or
                  conversion rights;

                           (iii)   amend the Articles of Incorporation, Bylaws
                  or other organizational documents of the Corporation or
                  take any action or enter into any other agreements which,
                  prohibit or materially conflict with the Corporation's
                  obligations hereunder with respect to the Holders of
                  Series C Preferred Stock; or

                           (iv)    engage in a Liquidation Event.

                  (b)      No Impairment. The Corporation will not, by
                           -------------
         amendment of its Articles of Incorporation, Bylaws or other
         organizational documents or through any reorganization,
         reclassification, recapitalization, Liquidation Event, issue or
         sale of securities or any other voluntary action by the
         Corporation, avoid or seek to avoid the observance or performance
         of any of the terms to be observed or performed hereunder by the
         Corporation but will at all times in good faith assist in the
         carrying out of all the provisions of this Certificate of
         Designation, and in the taking of all such action as may be
         necessary or appropriate in order to protect the conversion and
         other rights of the Holders of the Series C Preferred Stock against
         impairment. Without limiting the foregoing, the Corporation will
         not effect any transaction described in this Section 8(b), the
         result of which is to adversely affect any of the rights of holders
         of Common Stock


                                     9

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         relative to the rights of holders of any other securities other
         than the Series C Preferred Stock.

         9.       Stockholder Rights Plan. Notwithstanding any other provision
                  -----------------------
of this Certificate of Designation to the contrary, if the Corporation shall
adopt a stockholders rights plan (sometimes known as a "poison pill" plan),
and shall declare, order, pay or make a dividend or other distribution of
rights thereunder with respect to the Common Stock (whether or not separate
from the Common Stock), each Holder of shares of Series C Preferred Stock
shall be entitled to receive from the Corporation, upon conversion of such
shares of Series C Preferred Stock into Common Stock pursuant to Section 5,
all of the rights distributed under such plan (but without any limitation or
restriction or the exercise of such rights that are not also applicable to
holders of Common Stock) fully and to the same extent as if immediately
prior to the earlier of such distribution or any record date therefor such
Holder had then converted all of such Holder's shares of Series C Preferred
Stock into shares of Common Stock. The preceding sentence shall provide the
exclusive protection under this Certificate of Designation to the Holders of
the Series C Preferred Stock (including any adjustments that would otherwise
be required by Section 5(c)) with respect to the subject matter of the
immediately preceding sentence.

         10.      Status of Converted Stock. In the event any shares of Series C
                  -------------------------
Preferred Stock shall be converted pursuant to Section 5 hereof, the shares
so converted shall be canceled and thereupon restored to the status of
authorized but unissued Preferred Stock undesignated as to class or series.
Upon payment of all principal and accrued interest of a Convertible Note in
accordance with its terms, the Corporation and its officers may cancel and
retire the number of shares of authorized but unissued shares of Series C
Preferred Stock into which such Convertible Note was convertible and restore
the status of such shares to authorized but unissued Preferred Stock
undesignated as to class or series.

         11.      Certain  Definitions. For purposes of this Certificate of
                  --------------------
Designation, Preferences and Rights of Series C Preferred Stock, unless the
context otherwise requires:

                           (i)     "Affiliate" and "Associate" shall have the
                  respective meanings ascribed to such terms in Rule 12b-2
                  under the Exchange Act as such Rule is in effect on the
                  Purchase Date.

                           (ii)    "AMCON" shall mean AMCON Distributing
                  Company, a Delaware corporation.

                           (iii)   A Person shall be deemed to "beneficially
                  own," any securities:

                                   (A)    which such Person or any of such
                           Person's Affiliates or Associates, directly or
                           indirectly, has the right to acquire (whether
                           such right is exercisable immediately or only
                           after the passage of time) pursuant to any
                           agreement, arrangement or understanding (whether
                           or not in writing) or upon the exercise of
                           conversion rights, exchange rights, rights,
                           warrants or options, or otherwise;

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                                   (B)    which such Person or any of such
                           Person's Affiliates or Associates, directly or
                           indirectly, has the right to vote or dispose of
                           or has "beneficial ownership" of (as determined
                           pursuant to Rule 13d-3 under the Exchange Act as
                           such Rule is in effect on the date of this
                           Agreement), including pursuant to any agreement,
                           arrangement or understanding, whether or not in
                           writing; provided, however, that a Person shall
                                    --------  -------
                           not be deemed the "Beneficial Owner" of, or to
                           "beneficially own," any security under this
                           subparagraph (B) as a result of an agreement,
                           arrangement or understanding to vote such
                           security if such agreement, arrangement or
                           understanding arises solely from a revocable
                           proxy given in response to a public proxy or
                           consent solicitation made by the Corporation
                           pursuant to, and in accordance with, the
                           applicable provisions of the General Rules and
                           Regulations under the Exchange Act; or

                                   (C)    which are beneficially owned,
                           directly or indirectly, by any other Person (or
                           any Affiliate or Associate thereof) with which
                           such Person (or any of such Person's Affiliates
                           or Associates) has any agreement, arrangement or
                           understanding (whether or not in writing), for
                           the purpose of acquiring, holding, voting (except
                           pursuant to a revocable proxy as described in the
                           proviso to subparagraph (B)) or disposing of any
                           voting securities of the Corporation; provided,
                                                                 --------
                           however, that nothing in this subparagraph (C)
                           -------
                           shall cause a person engaged in business as an
                           underwriter of securities to be the "Beneficial
                           Owner" of, or to "beneficially own," any
                           securities acquired through such person's
                           participation in good faith in a firm commitment
                           underwriting under the Act until the expiration
                           of 40 days after the date of such acquisition.

                           (iv)    "Business Day" means any day other than a
                  Saturday, Sunday or a day on which banking institutions in
                  the State of Hawaii are authorized or obligated by law or
                  executive order to close.

                           (v)     "Closing Price" per share of Common Stock on
                  any date shall be the last sale price, regular way, or, in
                  case no such sale takes place on such day, the average of
                  the closing bid and asked prices, regular way, in either
                  case as reported in the principal consolidated transaction
                  reporting system with respect to securities listed or
                  admitted to trading on the New York Stock Exchange or, if
                  the Common Stock is not listed or admitted to trading on
                  the New York Stock Exchange or, as reported in the
                  principal consolidated transaction reporting system with
                  respect to securities listed on the principal national
                  securities exchange on which the Common Stock is listed or
                  admitted to trading or, if the Common Stock is not listed
                  or admitted to trading on any national securities
                  exchange, if such shares of Common Stock are not listed or
                  admitted to trading on such exchange, as reported on the
                  Nasdaq National Market, or if not quoted on the Nasdaq
                  National Market, the last quoted sale price or, if not so
                  quoted, the average of the high bid and low asked prices
                  in the over-the-counter market, as reported by Nasdaq or
                  such other system then in use, or, if on any such date the

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                  Common Stock is not quoted by any such organization, the
                  average of the closing bid and asked prices as furnished
                  by a professional market maker making a market in the
                  Common Stock selected by the Board of Directors. If the
                  Common Stock is not publicly held or so listed or publicly
                  traded, "Closing Price" shall mean the Fair Market Value
                  per share as determined in good faith by the Board of
                  Directors of the Corporation.

                           (vi)    "Common Stock" shall mean the Corporation's
                  authorized Common Stock, no par value, as constituted on
                  the Purchase Date, and any stock into which such Common
                  Stock may thereafter be changed or reclassified,
                  including, without limitation, any Surviving Entity
                  Securities; provided, however, that if Common Stock is
                  changed or reclassified into more than one class or series
                  of equity securities, the term "Common Stock" shall refer
                  to the class or series of such equity securities having
                  the greatest general voting power in the election of
                  directors of the Corporation as compared to the other
                  classes or series of equity securities.

                           (vii)   "Convertible Note" shall mean each Second
                  Amended and Restated 10% Secured Convertible Note
                  originally issued by the Corporation to AMCON Distributing
                  Company.

                           (viii)  "Corporation" means Hawaiian Natural Water
                  Company, Inc., a Hawaii corporation, together with any
                  successors of the Corporation, whether by merger,
                  consolidation or otherwise, including without limitation a
                  Surviving Entity.

                           (ix)    "Current Market Price" per share of Common
                  Stock on any date shall be deemed to be the Closing Price
                  per share of Common Stock on the Trading Day immediately
                  prior to such date.

                           (x)     "Dividend Accrual Date" shall mean each
                  January 1, April 1, July 1 and October 1 of each year,
                  beginning on the first such date after the date of
                  issuance of the applicable shares, or at such additional
                  times and for such interim periods, if any, as determined
                  by the Board of Directors.

                           (xi)    "Dividend Payment Date" shall mean the date
                  established by the Board of Directors for the payment of
                  all or part of the accrued dividends on the Series C
                  Preferred Stock.

                           (xii)   "Equity Security" means (i) any Common
                  Stock, (ii) any debt or equity securities of the
                  Corporation convertible into or exchangeable for Common
                  Stock or other Equity Securities of the Corporation that
                  grant the right to vote generally in the election of
                  directors ("Voting Equity Securities"), (iii) any options,
                  rights or warrants (or any other similar securities)
                  issued by the Corporation to acquire Common Stock or other
                  Voting Equity Securities or (iv) any security issuable in
                  connection with any stock split, stock dividend,

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                  recapitalization or other similar transaction in which
                  securities are issued on a proportionate basis to all
                  holders of a class of Equity Securities.

                           (xiii)  "Exchange Act" shall mean the Securities
                  Exchange Act of 1934, as amended and in effect on the
                  Purchase Date.

                           (xiv)   "Fair Market Value" means the amount which
                  a willing buyer would pay a willing seller in an
                  arm's-length transaction.

                           (xv)    "Merger" shall mean the merger of the
                  Corporation into Merger Sub pursuant to the Merger
                  Agreement.

                           (xvi)   "Merger Agreement" shall mean the Second
                  Amended and Restated Agreement and Plan of Merger, by and
                  among the Corporation, AMCON and Merger Sub dated as of
                  January __, 2001.

                           (xvii)  "Merger Sub" shall mean AMCON Merger Sub,
                  Inc., a Delaware corporation.

                           (xviii) "Person" means any individual, firm,
                  corporation, partnership, limited liability company or
                  other entity, and shall include any successor (by merger
                  or otherwise) of such entity.

                           (xix)   "Purchase Date" means the date of the
                  Merger Agreement.

                           (xx)    "Subsidiary" of any person means any
                  corporation or other entity of which a majority of the
                  voting power of the voting equity securities or equity
                  interest is owned, directly or indirectly, by such person.

                           (xxi)   "Trading Day" means a day on which the
                  principal national securities exchange, Nasdaq or other
                  securities market on which the Common Stock is listed or
                  admitted to trading is open for the transaction of
                  business or, if the Common Stock is not listed or admitted
                  to trading on any national securities exchange, any day
                  other than a Saturday, Sunday, or a day on which banking
                  institutions in the State of New York are authorized or
                  obligated by law or executive order to close.




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         IN WITNESS WHEREOF, the Corporation has caused the foregoing
Amended and Restated Certificate of Designations for Series C Convertible
Preferred Stock to be signed on October __, 2001.


                                       HAWAIIAN NATURAL WATER COMPANY,
                                       INC.


                                       By:
                                          -------------------------------------
                                          Name:
                                          Title:



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</TEXT>
</DOCUMENT>
