ASSET PURCHASE AGREEMENT



by and between



HAWAIIAN NATURAL WATER COMPANY, INC.,

a Delaware corporation

as Seller



and



HAWAIIAN SPRINGS, LLC

a Delaware limited liability company

as Purchaser









                    ASSET PURCHASE AGREEMENT





This asset purchase agreement ("Agreement") is dated November 20,

2006, and is between Hawaiian Natural Water Company, Inc., a Delaware

corporation ("Seller"), and Hawaiian Springs, LLC, a Delaware limited

liability company ("Purchaser").  Seller and Purchaser may be referred

to herein collectively as the "Parties," and each individually as a

"Party."



Seller is in the business of bottling, packing, and handling of water

in the State of Hawaii (the "Business"), and Seller owns or holds

certain assets and properties in connection therewith, necessary for,

or material to the business and operations thereof (the "Property" as

further defined in Section 1.29).



Purchaser wishes to purchase from Seller, and Seller wishes to sell,

assign, and transfer to Purchaser, substantially all of the Property.

Purchaser has agreed to assume certain liabilities of Seller relating

to the Business created after the Closing Date (defined below) and

Seller shall pay off or assume responsibility for all liabilities

related to the Business created prior to the Closing Date, all for the

Purchase Price and upon the terms and subject to the conditions

hereinafter set forth.



The Parties therefore agree as follows:





                              ARTICLE I.



                             DEFINITIONS



The definitions in Article I apply equally to both the singular and

plural forms of the terms defined.  Whenever the context requires, any

pronoun includes the corresponding masculine, feminine, and neuter

forms. The words "include," "includes," and "including" are deemed to

be followed by the phrase "without limitation." All references to

Articles, Sections, Schedules, and Exhibits are references to

Articles, Schedules, and Sections of, and Exhibits to, this Agreement

unless the context otherwise requires.  The word "or" is inclusive

(i.e., "A or B" means "A, B, or A and B"), thereby avoiding the

compound conjunction "and/or."



All accounting terms used herein are to be interpreted, and all

accounting determinations to be made under this Agreement, in all

material respects using general accepted accounting principles applied

on a basis consistent with the accounting practices of Seller

concerning the Property as of the Closing Date.  Unless the context

otherwise specifies or requires, for this Agreement the following

terms has the meanings in this Section 1:



1.1 "Accounts Receivable" means all of the accounts receivable of

Seller as of the Closing Date to be sold to Purchaser as part of the

Property as set forth on Schedule 1.1.



1.2 "Bill of Sale" means a bill of sale duly executed by Seller

conveying to Purchaser all of Seller's right, title, and interest in

and to the Property on the Closing Date, in the form set forth in

Exhibit A.



1.3 "Book Value" means the value at which an asset is carried on

Seller's balance sheet; i.e., the cost of an asset minus any

accumulated depreciation.



1.4 "Books and Records" means all financial and other books and

records maintained by or for the benefit of Seller solely in

connection with the operation of the Property and other documents

prepared solely in connection with the Property within the possession

or control of Seller, including customer and distribution lists,

supply contracts, private label contracts, employment and tax records

along with any and all computer files, software, materials or

correspondence related thereto.



1.5 "Closing" means, concerning the purchase and sale of the Property,

consummation of its purchase by Purchaser as contemplated by this

Agreement.



1.6 "Closing Date" means the date on which the Closing occurs, set by

the Parties after necessary documents have been prepared and are ready

for execution.  The Closing Date is November 20, 2006.



1.7 "Code" means the Internal Revenue Code of 1986, as amended, and

the relevant rules and regulations promulgated thereunder.



1.8 "Agreement Date" means the date specified above in the first

paragraph of this Agreement.





1.9 "Contracts" means all customer, distributor, or co-pack contracts

plus any other material contracts Seller holds in relation to its

bottling or administrative operations as specified in Schedule 1.9.



1.10 "Equipment Leases" means the equipment leases specified on

Schedule 1.10.



1.11 "Facilities" collectively means all of Seller's facilities,

including at the Kea'au Facility, the Kapolei Facility, and the Pearl

City Facility.



1.12 "FF&E" means any and all furniture, fixtures, equipment (or

equipage), tools, machinery, leasehold improvements, plant and other

tangible personal property related to or used in connection with

Seller's operations or located at the Facilities, including:  (a)

bottling, packing, and handling equipment; (b) office equipment,

furniture, fixtures, furnishings, and computers (and related computer

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