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Proc-Type: 2001,MIC-CLEAR
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<SEC-DOCUMENT>0000928465-01-500025.txt : 20010619
<SEC-HEADER>0000928465-01-500025.hdr.sgml : 20010619
ACCESSION NUMBER:		0000928465-01-500025
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		8
CONFORMED PERIOD OF REPORT:	20010601
ITEM INFORMATION:		
ITEM INFORMATION:		
FILED AS OF DATE:		20010618

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			AMCON DISTRIBUTING CO
		CENTRAL INDEX KEY:			0000928465
		STANDARD INDUSTRIAL CLASSIFICATION:	WHOLESALE-GROCERIES & GENERAL LINE [5141]
		IRS NUMBER:				470702918
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			0930

	FILING VALUES:
		FORM TYPE:		8-K
		SEC ACT:		
		SEC FILE NUMBER:	001-15589
		FILM NUMBER:		1662370

	BUSINESS ADDRESS:	
		STREET 1:		10228 L ST
		STREET 2:		POST OFFICE BOX 241230
		CITY:			OMAHA
		STATE:			NE
		ZIP:			68127
		BUSINESS PHONE:		4023313727

	MAIL ADDRESS:	
		STREET 1:		10228 L STREET
		STREET 2:		POST OFFICE 241230
		CITY:			OMAHA
		STATE:			NE
		ZIP:			68127
</SEC-HEADER>
<DOCUMENT>
<TYPE>EX-2.2
<SEQUENCE>1
<FILENAME>purchadd.txt
<DESCRIPTION>ADDENDUM TO ASSET PURCHASE AGREEMENT
<TEXT>

                            EXHIBIT 2.2

                 ADDENDUM TO ASSET PURCHASE AGREEMENT


This Addendum is made this 30th day of May, 2001, between AMCON
DISTRIBUTING COMPANY, a Delaware corporation ("Buyer"), MERCHANTS
WHOLESALE INC., an Illinois corporation ("Seller"), and ROBERT J.
LANSING and MARCIA S. LANSING, the sole shareholders of Seller (the
"Shareholders").  On February 8, 2001, Buyer, Seller and the
Shareholders entered into an Asset Purchase Agreement.  The Asset
Purchase Agreement is hereby amended, effective May 1, 2001, as
follows:

    1.  The last sentence of Section 1.01 of the Asset Purchase
Agreement is amended to state as follows:  Notwithstanding the
foregoing, the Seller is not selling, and the Buyer is not buying cash
and marketable securities of the Seller as of the Closing Date,
contracts or agreements set forth in Schedule 1.01, personal property
located at 3840 West River Drive, Davenport, Iowa (provided such
property is not included in the Quincy fixed asset ledger as of the
Closing Date) or shares of stock or other interests in any subsidiary
of the Seller (the "Excluded Assets").

   2.  Section 1.03 of the Asset Purchase Agreement is amended and
restated in its entirety to read as follows:

       Section 1.03.  PURCHASE PRICE.  The purchase price (the
"Purchase Price") for the Assets will be payable by Buyer to Seller as
follows:

               (a) An amount in cash, payable at the Closing, equal to
            $1,000,000:

                 (i) plus the aggregate manufacturers' wholesale list
               price (less applicable cash discounts) for all good,
               saleable and turning Inventory held by Seller as of
               the Valuation Date;

                 (ii) plus the book value, determined as of the
               Valuation Date, of all current Accounts Receivable;

                 (iii) plus an amount equal to the principal amount of
               the GE Capital loan being assumed by Buyer pursuant to
               Section 1.02;

                 (iv) plus the depreciated book value of the Fixed
               Assets as of the end of the last monthly accounting
               period ending prior to the Valuation Date, less any
               capitalized labor costs and less any debt or capital
               lease obligations, other than GE Capital obligations,
               assumed by Buyer relating thereto;

                 (v) plus the book value of certain assets classified
               as prepaid expenses on the books of Seller as of the
               Closing Date (which, as of March 23, 2001, approximated
               $108,465);

                 (vi) less the total amount of any of Seller's
               liabilities assumed by Buyer pursuant to Section 1.02,
               including the GE Capital loan.

               (b) An additional $3,550,000 payable in cash in
            installments of $900,000 on each of the first three
            anniversaries of the Closing Date with a final installment
            of $850,000 on the fourth anniversary of the Closing Date;
            provided, that the payment of each such installment on the
            due date thereof shall be subordinated to Buyer's
            obligations under its various credit facilities with its
            primary lending institution; and, provided further, that
            Buyer's obligation to make payments pursuant to this
            Section 1.03(b) shall be reduced by (i) any payments made
            by Buyer after the Closing Date to fulfill its guarantees
            to vendors that deliver inventory to Seller prior to the
            Closing Date but are not paid by Seller within normal
            terms after the Closing Date that are not assumed by Buyer
            pursuant to Section 1.02,(ii) any reimbursement amounts
            owed by Seller or the Shareholders to Buyer for
            uncollected Accounts Receivable pursuant to Section 1.06
            hereof, (iii) any indemnification amounts owed by Seller
            or the Shareholders to Buyer pursuant to Section 6.02
            hereof, and (iv) any indemnification amounts owed by the
            Shareholders to Buyer pursuant to Section 9(b) or
            Section 12 of the Real Estate Purchase Agreement, as
            amended, by and among Buyer and the Shareholders.

    3.   Section 1.04 of the Asset Purchase Agreement is hereby
deleted in its entirety.

    4.   Section 1.05 of the Asset Purchase Agreement is hereby
deleted in its entirety.

    5.   Section 1.08(a) of the Asset Purchase Agreement is hereby
amended as follows:

         Section 1.08.  THE CLOSING.

               (a) Time and Place.  Subject to the terms and
            conditions of this Agreement, the closing under this
            Agreement (the "Closing") will take place on or before
            June 1, 2001 (the "Closing Date"), at the offices of the
            Seller at 2517 Ellington Road, Quincy, Illinois, at 9:00
            a.m., or at such other time, date or place as Buyer and
            Seller may agree.  For purposes of this Agreement, the
            Closing Date is referred to herein as the "Valuation
            Date."

    6.  A new paragraph (h) is hereby added to Section 4.02 of the
Asset Purchase Agreement which reads as follows:

       (h)  Release of Mortgages and Security Interests.  Immediately
upon satisfaction of the deferred payments to Seller pursuant to
Section 1.03(b) of the Agreement, Seller shall execute and deliver any
termination statements, releases of mortgage, affidavits or other
documents required to remove any mortgage or security interest the
Seller may have in Buyer's property.

    7.  A new paragraph (i) is hereby added to Section 4.02 of the
Asset Purchase Agreement which reads as follows:

       (i)Access to Information.  From and after the Closing Date,
Buyer shall grant Seller access to any historical information in its
possession relating to the operations of Seller.

    8.  For purposes of the Asset Purchase Agreement, Buyer hereby
waives the requirement for a binding commitment from its lender with
respect to the financing of the Purchase Price as required by Section
5.01(j) of the Asset Purchase Agreement.

    9.  Buyer agrees that such items of inventory that are excluded
from Inventory purchased by Buyer pursuant to Section 1.01(a) shall be
allowed to remain in the Quincy warehouse through July 31, 2001
without any storage or handling fees.  Seller agrees to allow Buyer to
use the Seller's Davenport, Iowa facility as a cross-dock through July
31, 2001.

    10.  Except as set forth in this Addendum, the terms and
conditions set forth in the Asset Purchase Agreement shall remain in
full force and effect.


                     [Signatures on following page]


IN WITNESS WHEREOF, the parties hereto have executed this Addendum and
caused the same to be duly delivered on their behalf on the day and
year first written above.


                                     AMCON DISTRIBUTING COMPANY

                                     By: Kathleen M. Evans
                                       ------------------------
                                         Kathleen M. Evans, President


                                     MERCHANTS WHOLESALE INC.


                                     By: Robert J. Lansing
                                       ------------------------
                                         Robert J. Lansing, President


                                     SHAREHOLDERS:


                                     By: Robert J. Lansing
                                       --------------------------
                                         Robert J. Lansing


                                     By: Marcia S, Lansing
                                       --------------------------
                                         Marcia S. Lansing


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-2.3
<SEQUENCE>2
<FILENAME>realestate.txt
<DESCRIPTION>REAL ESTATE PURCHASE AGREEMENT
<TEXT>

                          EXHIBIT 2.3

                REAL ESTATE PURCHASE AGREEMENT


     THIS REAL ESTATE PURCHASE AGREEMENT ("Agreement") dated
February 8, 2001, between Robert J. Lansing and Marcia S. Lansing,
husband and wife ("Seller") and AMCON Distributing Company, a Delaware
corporation ("Purchaser").

1.  CONVEYANCE.  Seller agrees to sell and convey or cause the fee
owner to sell and convey to Purchaser (or its nominee or permitted
assignee), and Purchaser agrees to purchase from Seller, the real
estate located in Quincy, Illinois more particularly described in
Exhibit A hereto, together with (a) all rights, easements and
appurtenances belonging or appertaining thereto, (b) all right, title
and interest of Seller in and to any and all roads, streets, alleys or
public and private rights of way bounding such property, and (c) all
improvements thereon, if any, free and clear of Defects (as
hereinafter defined) except any of which Purchaser may have waived as
provided for in this Agreement (collectively, the "Property").
Purchaser reserves the right to substitute the attached Exhibit A with
the legal description shown on an accurate boundary ALTA Class A
survey of the Property as provided for in Section 5(c) of this
Agreement.

2.  PROPOSED USE.  Purchaser proposes to use the Property for the
operation of wholesale warehouse facility, and off-street parking
incident thereto, together with curb-cuts and signage acceptable to
Purchaser ("Purchaser's Proposed Use").

3.  PURCHASE PRICE.  The purchase price for the Property shall be an
amount equal to Six Million Five Hundred Thousand Dollars ($6,500,000)
("Purchase Price"), which shall be due and payable at the closing,
plus or minus prorations, as hereinafter provided.

4.  INSPECTION; TITLE INSURANCE.

   (a)   Seller shall deliver to Purchaser within 15 days following
the date of this Agreement all documents and information relating to
the Property in its possession including, without limitation, copies
of any environmental reports or information relating to the Property;
copies of any written leases and other rental agreements affecting the
Property; any preliminary title report or commitment covering the
Property together with legible copies of all underlying documents; any
survey of the Property; a copy of any engineering or soils reports or
appraisals affecting the Property; copies of all contracts and
agreements, including all property management contracts, purchasing
agreements, service contracts, leasing commission agreements
(especially relative to any unpaid current or future commissions),
maintenance contracts, union contracts, other labor agreements and
insurance policies relating to the Property.  Purchaser and its agents
and representatives shall have the right to conduct, at its own
expense, inspections, reinspections, analyses and feasibility studies
regarding the Property at any time prior to closing.  Seller agrees to
cooperate fully with Purchaser and Purchaser's agents during such
inspections.

  (b)  Upon execution and delivery of this Agreement, Seller shall
provide an existing title policy to Purchaser.  Purchaser shall order
a title insurance commitment on the Property (the "Commitment")
prepared by Chicago Title Insurance Company (the "Title Company").
Seller and Purchaser shall share all costs incurred in title searches
and, at closing, the cost of an ALTA Owner's Title Insurance Policy
approved by Purchaser, with extended coverage over all general
exceptions, in the amount of the Purchase Price and any title
endorsements reasonably requested by Purchaser; provided such
endorsements are requested in writing no less than thirty (30) days
prior to closing.  Seller will convey good and marketable title to the
Property at closing and, except as provided for herein, the Property
shall be conveyed free, clear and unencumbered of all tenancies and
parties in possession on the date of closing.

   In the event the Commitment shall reflect encumbrances or other
conditions which are not generally accepted exceptions in title
policies or which can reasonably be expected to preclude the use of
the Property for the Purchaser's Proposed Use ("Defects"), then
Seller, upon Purchaser's notification of the Defects (such
notification to be made in writing by Purchaser to Seller within
thirty (30) days following the later of the receipt of the Survey (as
hereinafter defined) or the Commitment, shall immediately and
diligently proceed to cure same and shall have thirty (30) days from
the date of such notice of Defects within which to cure the Defects to
Purchaser's satisfaction.  If, after the exercise of all reasonable
diligence, Seller is unable to remove or obtain a title endorsement
over the Defects, then Purchaser may, at its option, accept the
Defects or Purchaser may terminate the Agreement by written notice to
Seller within ten (10) days following the end of Seller's thirty (30)
day cure period and the parties shall be released from further
liability except as otherwise provided for herein.  Purchaser's
failure to terminate this Agreement as provided for herein will
constitute its acceptance of any Defects not cured by Seller, and such
Defects will be permitted exceptions to the title to the Property as
provided for in Section 8(c)(i) of this Agreement.  Seller's failure
to cure any Defect will not be deemed a default by Seller under this
Agreement, and Purchaser's only remedy in such event will be to
terminate this Agreement as provided herein.

5.  CONDITIONS PRECEDENT.  Purchaser's obligation to purchase the
Property is contingent on the satisfaction, in Purchaser's sole
discretion, or waiver by Purchaser of the following conditions
("Conditions Precedent") by not later than May 1, 2001:

   (a)  The representations and warranties of Seller made herein are
true, correct and complete as of the date of the closing.

  (b)  The transaction contemplated by that certain Asset Purchase
Agreement, dated as of the date hereof, by and between Purchaser,
Seller and Merchants Wholesale, Inc. (the "Asset Purchase"
Transaction") shall be consummated contemporaneously with the purchase
of the Property hereunder, provided however, that this Condition
Precedent is not subject to waiver by Purchaser without Seller's
written consent.

   (c)    Purchaser obtaining a survey, bearing a legal description,
made by a licensed surveyor selected by Purchaser, in accordance with
the "Minimum Standard Detail Requirements for ALTA/ACSM Land Title
Surveys" jointly established and adopted by the American Land Title
Association and the American Congress on Surveying and Mapping in 1992
and such other survey standards as required by Purchaser ("Survey"),
certified to Purchaser and the Title Company and such other parties
requested by Purchaser, showing the area, dimensions and location of
the Property to the nearest monuments, streets, alleys on all sides,
the location of all available utilities in adjoining streets, alleys
or property, the location of all improvements and encroachments, and
the location of all recorded easements against or appurtenant to the
Property, stating the flood zone of the Property, and not disclosing
any condition rendering the Property unusable for Purchaser's Proposed
Use.

   (d)   Purchaser obtaining boring, percolation, and other soil tests
("Soil Tests") conducted by a licensed engineer selected by Purchaser
determining the physical characteristics of the sub-strata of the
Property and showing that the soil and ground water are not
contaminated and that the Property is satisfactory for Purchaser's
Proposed Use.

   (e)   Purchaser obtaining a written Phase I Environmental
Assessment ("Assessment") of the Property satisfactory to Purchaser in
its sole discretion, which Assessment shall be prepared by an
environmental professional selected by Purchaser and comply with the
terms and provisions of the "Standard Practice for Environmental Site
Assessments: Phase I Environmental Site Assessment Process," ASTM
Standard 1527-93 as presently in effect and promulgated by the
American Society of Testing and Materials.

   (f)   The water and gas mains, electric power lines and sanitary
and storm sewers, telephone, natural gas and other necessary public
utilities (collectively, "Utilities") being immediately on or
contiguous to the Property, and being adequate and available for hook-
up and connection for Purchaser's Proposed Use.

   (g)   Purchaser obtaining all approvals, permits, easements and
licenses ("Permits") for Purchaser's Proposed Use in accordance with
Purchaser's plans and specifications therefor, including, without
limitation, approvals for signage, trade dress, curb-cuts, access and
parking as required by Purchaser.  In the event that the Property is
restricted by any state, county, municipal or other governmental law,
ordinance, rule or regulation which prohibits, limits or restricts the
use of the Property for Purchaser's Proposed Use, Seller, at Seller's
expense, shall undertake to secure rezoning, special use permits,
variances, subdivision, lot split, lot tie or replat
("Authorizations") so that the Property may be used for Purchaser's
Proposed Use.  Seller agrees to cooperate fully with Purchaser in
securing the Authorizations and Permits and grants permission to
Purchaser to make application for the Authorizations and Permits in
the name of Seller.  Seller shall execute any necessary documents in
connection with Purchaser's application for the Authorizations and
Permits.  The determination of the necessity for obtaining the
Authorizations and Permits and the adequacy of the Authorizations and
Permits granted shall be within the sole discretion of Purchaser.

   (h)   Seller shall have terminated, effective as of the Closing,
such agreements and contracts affecting the Property objected to by
Purchaser.

   (i)   Purchaser shall have inspected and approved the Property as
satisfactory for Purchaser's Proposed Use as determined by Purchaser
in its sole discretion.

Purchaser and Seller agree to use best efforts in order to satisfy
each of the conditions to be satisfied by them as set forth above.  In
the event any of the Conditions Precedent are not satisfied, approved
or waived by Purchaser, in its sole discretion, by May 1, 2001, then
Purchaser may terminate this Agreement, in which event the parties
shall be released from further liability except as otherwise provided
herein.  Purchaser's failure to terminate this Agreement as provided
in this Section 5 shall constitute a waiver of any Conditions
Precedent not otherwise met or satisfied.

Notwithstanding any of the foregoing, with the exception of
paragraphs (b) and (h), the Conditions Precedent in Section 5 shall be
satisfied at any time prior to the closing.  At any time prior to the
closing, if such Conditions Precedent are not satisfied, approved or
waived by Purchaser, in its sole discretion, Purchaser may terminate
this Agreement in which event the parties shall be released from
further liability, except as otherwise provided herein.

6.  EMINENT DOMAIN; DAMAGE.  If prior to closing all or any part of
the Property is condemned or appropriated by public authority or any
party exercising the right of eminent domain, or is threatened
thereby, or if the buildings and improvements on the Property are
destroyed or materially damaged by fire, windstorm, explosion or other
casualty, Seller will give Purchaser written notice thereof and
Purchaser may, at its option: (i) terminate this Agreement by written
notice to Seller within thirty (30) days of Purchaser's receipt of
Seller's notice of eminent domain and the parties shall be released
from further liability; or (ii) elect to proceed under this Agreement
and, at Purchaser's discretion, either (a) the Purchase Price shall be
reduced by, or (b) Purchaser may take an assignment of, the amount of
Seller's award and/or insurance proceeds to which Seller is entitled
to receive, provided however, that the reduction of the Purchase Price
or assignment of Seller's award and/or insurance proceeds is limited
to the amount of the Purchase Price.

7.  RISK OF LOSS.  Prior to closing, the risk of loss or damage to the
Property shall remain with Seller.

8.  CLOSING.

   (a) Time.  Closing shall take place on the same date as, and will
be contingent on, the closing of the Asset Purchase Transaction;
provided that all Conditions Precedent contained in this Agreement
have been satisfied in Purchaser's sole discretion or waived by
Purchaser.  Absent a default by Seller under this Agreement, or
Purchaser's termination of the Agreement pursuant to a right of
termination provided to Purchaser under this Agreement, upon the
failure of the closing to occur on or before May 1, 2001.

   (b) Place.  Closing shall be held at the offices of the Seller at
2517 Ellington Road, Quincy, Illinois.

   (c) Documents.  Seller shall deliver at closing the following
executed documents in form and content acceptable to Purchaser:

       (i) Deed.  A General Warranty Deed ("Deed"), with a release of
dower, courtesy, homestead and other spousal rights, if required by
Title Company, conveying good, marketable and insurable title and
warranting title to be free and clear of all Defects except any which
Purchaser may have waived as provided in this Agreement prior to the
closing.

       (ii) Affidavits.  Affidavit(s) stating that: (1) vacant
possession of the Property is being delivered, (2) except as disclosed
by Seller to Purchaser in writing and accepted by Purchaser, there are
no unrecorded or oral leases or agreements affecting the Property,
(3) there are no mechanic's or statutory liens against the Property,
(4) Seller has no knowledge of any proposed or contemplated road or
access changes affecting the Property, such as widening or narrowing,
(5) Seller is not a foreign person or entity, and (6) such other
affidavits as Purchaser or Title Company may reasonably require,
including, but not limited to, an ALTA Statement, provided such
requests are made a reasonable time prior to the closing.

       (iii) Other documents.  Such other documents required by this
Agreement and/or which Purchaser or the Title Company may reasonably
require, provided such requests are made a reasonable time prior to
the closing.

   (d) Payment.  The Purchase Price, subject to any applicable
reimbursements and/or adjustments as described in this Agreement,
shall be paid at closing.  Payment shall be by wire transferred funds
or by any other means as may be acceptable to both parties.

   (e) Real Estate Taxes.  General, special real estate taxes, special
assessments, charges or fees, whether state or local, and other state
or local taxes affecting the Property ("real estate taxes") shall be
prorated as of the date of closing.  If the Property is not a distinct
and independent tax parcel, but is part of a larger tax parcel, the
proration of real estate taxes shall be made based on a percentage
equal to the net square footage of the Property divided by the square
footage of the larger tax parcel; provided, however, that if the
Property is vacant, the proration shall be based on the land
assessment only.  Seller, at its own expense, shall file the necessary
documents to obtain a division of the Property from any other real
estate sharing the same tax identification number, for tax assessment
purposes.  Seller shall provide evidence of such filing to Purchaser
on or prior to the date of closing.

   (f) Transfer taxes.  Any transfer or sales tax, including tax(es)
on the Deed, shall be paid by Seller at closing.

   (g) Recording fees.  Except as set forth in Section 8(f) of this
Agreement, the recording of the Deed will be at Purchaser's expense.
Recording any documents needed to clear title shall be at Seller's
expense.

   (h) Brokers.  Seller and Purchaser represent and warrant to each
other that they have not had any dealings with any real estate
brokers, finders or agents in connection with this Agreement.  Seller
agrees to indemnify, defend (with counsel selected by Purchaser) and
hold Purchaser, and Purchaser's nominees, successors and assigns,
harmless from any and all claims, costs, commissions, fees or damages
by any person or firm claiming to have negotiated, instituted or
brought about this Agreement.  Seller covenants and agrees to pay the
commissions to the broker(s) named herein, if any, at closing.

   (i) Other closing fees.  Any fees charged by the Title Company
shall be divided equally between Seller and Purchaser and paid at
closing.

9. HAZARDOUS SUBSTANCES.

   (a) Seller's Representations, Warranties and Covenants.  Seller
represents, warrants and covenants the following:

       (i) The Property does not presently contain and is free from
all hazardous substances and/or wastes, toxic and nontoxic pollutants
and contaminants, including, but not limited to, petroleum products
and asbestos ("Hazardous Substances"), other than the products
currently held for resale in the ordinary course of business of
Merchants Wholesale Inc.

       (ii)  To the best of Seller's knowledge, the Property has not
in the past been used for the storage, manufacture or sale of
Hazardous Substances or for any activity involving Hazardous
Substances, other than the products currently held for resale in the
ordinary course of business of Merchants Wholesale Inc.

       (iii)  To the best of Seller's knowledge, no Hazardous
Substances are located in the vicinity of the Property.

      (iv)  Seller shall not store, manufacture, use or sell any
Hazardous Substances on or in the Property prior to closing, other
than the products currently held for resale in the ordinary course of
business of Merchants Wholesale Inc.

       (v)  Seller has not transported, or caused to be transported,
any Hazardous Substances to or from the Property, other than the
products currently held for resale in the ordinary course of business
of Merchants Wholesale Inc.

       (vi)  Seller has not received and is not aware of any
notification from any federal, state, county or city agency or
authority relating to Hazardous Substances on, in or near the
Property.

       (vii)  No underground or aboveground storage tanks have ever
been or are located under or on the Property.

   (b) Seller's Indemnity.  Seller shall indemnify, defend (with
counsel selected by Purchaser) and hold harmless Purchaser and its
respective nominees, successors, assigns, parent company, officers,
directors, partners, agents and employees from and against any and all
liability arising from any and all claims, demands, litigation, or
governmental action to the extent involving any of the following:

        (i)  Any breach of the representations, warranties and
covenants in this Section 9.

        (ii)  The presence of Hazardous Substances on or in the
Property, unless such presence is due solely to the acts of Purchaser
or the acts of any party other than Seller, its contractors, agents
and employees, occurring after closing.

        (iii)  The migration of Hazardous Substances from the Property
to any other property if such migration occurred prior to closing or
if the migrating substances were located on or in the Property at the
time of closing.
Without limiting the generality of the foregoing, this indemnification
shall specifically cover fines, penalties, sums paid in settlement of
claims or litigation, fees for attorneys, consultants and experts (to
be selected by Purchaser) and costs for investigation, clean-up,
testing, removal or restoration.

10.  SURVIVAL OF CLOSING.  All representations, warranties, agreements
and indemnities contained in this Agreement shall survive the closing
of this transaction.  All indemnities shall survive the expiration or
other termination of this Agreement.

11.  POSSESSION.  Possession of the Property, free from all tenancies,
parties in possession and occupants, shall be delivered to Purchaser
by Seller at the closing.

12.  INDEMNIFICATION.

   (a)  Seller agrees to indemnify and hold Purchaser and its
nominees, permitted successors, assigns, parent company (if any),
officers, directors, partners, agents and employees, harmless of and
from any and all liabilities, claims, causes of action, penalties,
demands and expenses, of any kind or nature whatsoever (except those
items which by this Agreement specifically become the obligation of
Purchaser) to the extent arising out of, resulting from, relating to,
or incident to the Property prior to and including the date of closing
or which are in any way related to the ownership, maintenance or
operation of the Property prior to the closing, and all expenses
related thereto, including, without limitation, court costs and
attorneys' fees.  Additionally, but not in lieu of Seller's
affirmative undertakings set forth in this Section 12, Seller hereby
indemnifies and agrees to defend and hold harmless Purchaser and its
respective nominees, permitted successors, assigns, parent company (if
any), officers, directors, partners, agents and employees, from and
against any and all debts, liens, claims, causes of action,
administrative orders and notices, costs (including, without
limitation, response and/or remedial costs), personal injuries,
losses, damages, liabilities, demands, interest, fines, penalties and
expenses, including reasonable attorneys' fees and expenses,
consultants' fees and expenses, court costs and all other out-of-
pocket expenses, suffered or incurred by Purchaser and/or its grantees
(a) as a result of the breach of Seller's representations and
warranties contained herein or (b) to the extent arising as the result
of Seller's discussions with other parties interested in the Property.

   (b)  Purchaser hereby indemnifies and agrees to defend and hold
harmless Seller and its respective nominees, successors, assigns,
parent company (if any), officers, directors, partners, agents and
employees, from and against any and all debts, liens, claims, causes
of action, administrative orders and notices, costs (including,
without limitation, response and/or remedial costs), personal
injuries, losses, damages, liabilities, demands, interest, fines,
penalties and expenses, including reasonable attorneys' fees and
expenses, consultants' fees and expenses, court costs and all other
out-of-pocket expenses, suffered or incurred by Seller and/or its
grantees (a) as a result of Purchaser's inspections of the Property or
(b) to the extent arising out of, resulting from, relating to, or
incident to the Property following the date of closing or which are in
any way related to the ownership, maintenance or operation of the
Property following the closing.

13.  DEFAULT.  In the event Purchaser defaults under the terms and
conditions of the Agreement and Seller is not in default of the
Agreement, Purchaser shall have thirty (30) days after receipt of
written notice of default from Seller to cure the default.  In the
event the default has not been cured within the prescribed period of
time, Seller shall be entitled to either: (i) terminate this Agreement
by written notice to Purchaser, and thereupon the parties shall have
no further obligations hereunder, or (ii) avail itself of remedies
available to it at law or in equity, including, but not limited to,
the right to specific performance.  In the event Seller defaults under
the terms and conditions of this Agreement including any breach of a
representation or warranty by Seller herein and Purchaser is not in
default of this Agreement, Purchaser shall deliver a written notice to
Seller stating the default of Seller and the action required by Seller
to cure such default.  Said notice shall provide that if said
identified default is not cured to Purchaser's satisfaction within
thirty (30) days after Seller's receipt of such notice (and the date
of closing shall be delayed, if necessary, until satisfaction), then
Purchaser may either: (i) terminate this Agreement by written notice
to Seller and the Title Company, and thereupon the parties shall have
no further obligations hereunder; or (ii) avail itself of any remedies
available to it at law or in equity, including, but not limited to,
the right to specific performance.

14.  TIME OF THE ESSENCE.  Time is of the essence of this Agreement.

15.  NOTICE.  All notices, demands, or other communications of any
type (herein collectively referred to as "Notices") given by Seller to
Purchaser or by Purchaser to Seller, whether required by this
Agreement or in any way related to the transaction contracted for
herein, shall be void and of no effect unless given in accordance with
the provisions of this Agreement.  All notices shall be legible and in
writing and shall be delivered to the person to whom the notice is
directed, either in person with a receipt requested therefor or sent
by a recognized overnight courier service for next day delivery or by
United States certified mail, return receipt requested, postage
prepaid and addressed to the parties at their respective addresses set
forth below, and the same shall be effective (a) upon receipt or
refusal if delivered personally; (b) one (1) business day after
depositing with such an overnight courier service; or (c) three (3)
business days after deposit in the mails if mailed as follows:

     If to Purchaser:     Kathleen M. Evans
                          President
                          AMCON Distributing Company.
                          10228 "L" Street
                          Omaha, NE  68127

     with a copy to:      Steven P. Amen, Esq.
                          Kutak Rock LLP
                          1650 Farnam Street
                          Omaha, NE  68102

     If to Seller:        Robert J. Lansing
                          #1 Saddlebrook
                          Quincy, IL  62301

     with a copy to:      Charles Couri
                          Westervelt, Johnson, Nicoll & Keller
                          14th Floor, Associated Bank Plaza
                          411 Hamilton Boulevard
                          Peoria, IL  61602

Either party hereto may change the address for Notice specified above
by giving the other party ten (10) days advance written notice of such
change of address.

16.  REPRESENTATIONS AND WARRANTIES OF SELLER.  To induce Purchaser to
execute, deliver and perform this Agreement and without regard to any
independent investigations made by Purchaser, Seller represents and
warrants to Purchaser on and as of the date of execution and delivery
of this Agreement and as of the closing date as follows:

   (a)  Title.  Seller owns the Property in fee simple, free of any
liens, claims or encumbrances other than the title exceptions in the
Commitment.

   (b)  Authorization.  Seller has full capacity, right, power and
authority to execute, deliver and perform this Agreement and all
documents to be executed by Seller pursuant hereto, and all required
action and approvals therefor have been or prior to the date of
closing will be duly taken and obtained.  The individuals signing this
Agreement and all other documents executed or to be executed pursuant
hereto on behalf of Seller are and shall be duly authorized to sign
the same on Seller's behalf and to bind Seller thereto.  This
Agreement and all documents to be executed pursuant hereto by Seller
are and shall be binding upon and enforceable against Seller in
accordance with their respective terms, and the transaction
contemplated hereby will not result in a breach of, or constitute a
default or permit acceleration of maturity under, any indenture,
mortgage, deed of trust, loan agreement or other agreement to which
Seller or the Property is subject or by which Seller or the Property
is bound.

   (c)  Litigation.  There are no claims, causes of action or other
litigation or proceedings pending or, to the best of Seller's
knowledge, threatened in respect to the ownership, operation or
environmental condition of the Property or any part thereof (including
disputes with mortgagees, governmental authorities, utility companies,
contractors, adjoining land owners or suppliers of goods or services),
except for claims which are fully insured and as to which the insurer
has accepted defense without reservation.

   (d)  Absence of Breaches or Defaults.  Seller is not, and the
authorization, execution, delivery and performance of this Agreement
and the documents, instruments and agreements provided for herein will
not result, in any breach or default under any other document,
instrument or agreement to which Seller is a party or by which Seller,
the Property is subject or bound.  The authorization, execution,
delivery and performance of this Agreement and the documents,
instruments and agreements provided for herein will not violate any
applicable law, statute, regulation, rule, ordinance, code, rule or
order.

   (e)  Compliance With Laws.  The Property complies fully with all
statutes, regulations, rules, ordinances, codes, licenses, permits,
orders and approvals of any governmental agencies, departments,
commissions, bureaus, boards or instrumentalities of the
United States, the State of Illinois and all political subdivisions
thereof applicable to the Property as currently used, including,
without limitation, all health, building, fire, safety and other
codes, ordinances and requirements.

   (f)  Area Development; Wetlands.  No condemnation or eminent domain
proceedings affecting the Property have been commenced or, to the best
of Seller's knowledge, are contemplated.  To the best of Seller's
knowledge, the area where the Property is located has not been
declared blighted by any governmental authority.  The Property and/or
the real property bordering the Property is not designated by any
applicable federal, state and/or local governmental authority as
wetlands or environmentally protected area.

   (g)  Access.  There are adequate rights of access to public roads
and ways available to the Property to permit full utilization of the
Property for Purchaser's Intended Use and all such public roads and
ways have been completed and dedicated to public use.

   (h)  No Other Agreements and Options.  Neither Seller nor the
Property is subject to any commitment, obligation, or agreement,
including, but not limited to, any letter of intent, right of first
refusal, option to purchase or lease granted to a third party, which
could or would prevent Seller from completing or impair Seller's
ability to complete the sale of the Property under this Agreement or
which would bind Purchaser subsequent to consummation of the
transaction contemplated in this Agreement.

   (i)  No Mechanics' Liens.  There are no outstanding accounts
payable, mechanics' liens, or rights to claim a mechanics' lien in
favor of any materialman, laborer, or any other person or entity in
connection with labor or materials furnished to or performed on any
portion of the Property; no work has been performed or is in progress
nor have materials been supplied to the Property or agreements entered
into for work to be performed or materials to be supplied to the
Property prior to the date hereof, which will not have been fully paid
for on or before the closing or which might provide the basis for the
filing of such liens against the Property or any portion thereof;
Seller shall be responsible for any and all claims for mechanics'
liens and accounts payable that have arisen or may subsequently arise
due to agreements entered into for and/or any work performed on, or
materials supplied to the Property prior to the closing; and Seller
shall and does hereby agree to defend, indemnify and forever hold
Purchaser and Purchaser's designees harmless from and against any and
all such mechanics' lien claims, accounts payable or other commitments
relating to the Property.

17.  ASSIGNMENT.  Purchaser shall not have the right to assign this
Agreement without the prior written consent of Seller, such prior
written consent not to be unreasonably withheld; provided, however,
Purchaser shall be permitted to nominate any other party to take title
to the Property.

18.  FORCE MAJEURE.  If Purchaser is delayed or prevented from
performing any of its obligations under this Agreement by reason of
strike, lockouts or labor troubles, riots, insurrection, acts of God
or any cause beyond Purchaser's control, the period of such delay or
such prevention shall be deemed added to the time period herein
provided for the performance of any such obligation by Purchaser.

19.  MISCELLANEOUS.  No term or condition of this Agreement will be
deemed to have been waived or amended unless expressed in writing, and
the waiver of any condition or the breach of any term will not be a
waiver of any subsequent breach of the same or any other term or
condition.  The Agreement constitutes the entire agreement of the
parties relating to the Real Estate which incorporates and supersedes
all prior written and oral understandings.  The Agreement shall be
binding upon, and inure to the benefit of, the parties, their heirs,
executors, personal representatives, nominees, permitted successors or
assigns.

20.  COUNTERPARTS.  This Agreement may be executed in any number of
counterparts, each of which shall be deemed to be an original and all
such counterparts taken together shall be deemed to constitute one and
the same instrument.

  IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed and sealed as of the date first above written.

PURCHASER:

AMCON DISTRIBUTING COMPANY

By: Kathleen M. Evans
  --------------------------
Kathleen M. Evans, President

SELLER:

Robert J. Lansing
- ----------------------------
Robert J. Lansing


Marcia S. Lansing
- ----------------------------
Marcia S. Lansing



                             EXHIBIT A

DESCRIPTION OF PROPERTY

TRACT I: A part of the Southwest Quarter of Section Eighteen (18) in
Township One (1) South of the Base Line, in Range Eight (8) West of
the Fourth Principal Meridian, all situated in Adams County, Illinois,
being more particularly bounded and described as follows, to-wit:
Commencing at the Southwest corner of the Southwest Quarter of said
Section Eighteen (18), thence North 89_ 58' East along the South line
of said Southwest Quarter Eight Hundred Sixty-nine and Sixty five
Hundredths (869.65) feet, thence North 00 08' 38" East parallel with
the West line of said Southwest Quarter Three Hundred Ninety-eight and
Fifty-four Hundredths (398.54) feet to the true point of beginning,
thence continuing North 00 08' 38" East parallel with the West line of
said Southwest Quarter Four Hundred Ninety-eight and Ninety-five
Hundredths (498.95) feet, thence South 89 57' 10" East Five Hundred
seventy-four and Three Hundredths (574.03) feet, thence South 00 26'
02" West Four Hundred Ninety-eight and Sixteen Hundredths (498.16)
feet, thence South 89 58' 00" West parallel with the South line of
said Southwest Quarter Five Hundred Seventy-one and Fifty-one
Hundredths (571.51) feet to the true point of beginning, containing
6.56 acres, said parcel being subject to a permanent easement in the
southeast corner for the purpose of maintaining a detention pond, as
more fully set forth in a Plat of Survey made by Klingner &
Associated, P.C., and recorded in Book 15 of Plats, at Page 17, in the
Recorder's Office of Adams County, Illinois, to which reference is
made for greater certainty;

TRACT II: Easement for the benefit of Tract I for the purposes of
ingress and egress over and across the following described real
estate: recorded in Book 13 of Right of Ways, at Page 1091, to-wit: A
part of the Southwest Quarter of Section Eighteen (18), in Township
One (1) South of the Base Line, in Range Eight (8) West of the Fourth
Principal Meridian, all situated in Adams County, Illinois, being more
particularly bounded and described as follows, to-wit: commencing at
the Southwest corner of the Southwest Quarter of said Section Eighteen
(18), thence North 89 58' 00" East along the South line of said
Southwest Quarter One Thousand Three Hundred eighty-five and Four
Hundredths (1385.04) feet to the true point of beginning, thence North
00 26' 02" East parallel with the West line of a permanent easement
for the purpose of maintaining a detention pond Three Hundred Ninety-
eight and Fifty-five Hundredths (398.55) feet, thence North 89 58' 00"
East parallel with the South line of said Southwest Quarter, Twenty-
five (25) feet to a point on the West line of said easement, thence
South 00 26' 02" West along said West line Three Hundred Ninety-eight
and Fifty-five Hundredths (398.55) feet to a point on the South line
of said Southwest Quarter, thence South 89 58' 00" West along said
South line Twenty-five (25) feet to the true point of beginning,
containing 0.23 acres inclusive of road right of way along the South
side thereof, as more fully set forth in a Plat of survey by Klingner
& Associated, P.C., recorded in Book 15 of Plats, at Page 17, in the
Recorder's Office of Adams County, Illinois, to which reference is
made for greater certainty.

TRACT III: A part of the Southwest Quarter of Section Eighteen (18) in
Township One (1) South of the Base Line and in Range Eight (8) West of
the Fourth Principal Meridian, Adams County, Illinois, being more
particularly bounded and described as follows:  Commencing at the
Southwest corner of the Southwest Quarter of said Section Eighteen
(18), thence North 89 degrees 58 minutes 00 seconds East along the
South line of said Southwest Quarter a distance of 869.65 feet, thence
North 00 degrees 08 minutes 38 seconds East parallel with the West
line of said Southwest Quarter a distance of 398.54 feet to the
Southwest corner of a 6.56-acre parcel described as Tract I in Book
523 of Deeds, at Page 3484, and as shown on Plat of Survey recorded in
Book 15 of Plats, at Page 17, both in the Office of the Adams County
Recorder of Deeds, thence continuing North 00 degrees 08 minutes 38
seconds East parallel with the West line of said Southwest Quarter a
distance of 498.95 feet to the Northwest corner of said 6.56-acre
parcel and the True Point of Beginning, thence from said true point of
beginning North 89 degrees 57 minutes 10 seconds West along the North
line extended of said 6.56-acre parcel a distance of 218.60 feet,
thence North 00 degrees 08 minutes 38 seconds East parallel with the
West line of said Southwest Quarter a distance of 150.14 feet to a
point on the South line of Tract I as described in Book 516 of Deeds,
at Page 2118, in said Recorder's Office, said Tract I being all that
part of a 6.21-acre tract shown on a Plat of Survey recorded in Book
13 of Plats, at page 1359, in said Recorder's Office, except for the
North 378 feet thereof, thence South 89 degrees 57 minutes 19 seconds
East along said South line and said South line extended a distance of
793.39 feet to the East line extended of the aforesaid 6.56-acre
parcel, thence South 00 degrees 26 minutes 02 seconds West along said
East line extended a distance of 150.18 feet to the Northeast corner
of said 6.56-acre parcel, thence North 89 degrees 57 minutes 10
seconds West a distance of 574.03 feet to the True Point of Beginning,
containing 2.73 acres, as more fully shown on a plat by Stephen P.
Mock, Professional Illinois Land Survey #2784, of Klingner &
Associates, P.C., recorded in Book 15 of Plats, at Page 1157, in the
Recorder's Office of Adams County, Illinois, to which reference is
made for greater certainty;

TRACT IV: All that part of the Southwest Quarter of Section Eighteen
(18) in Township One (1) South of the Base Line, Range Eight (8) West
of the Fourth Principal Meridian, being more particularly bounded and
described as follows: Commencing at point of the South line of said
Southwest Quarter 651.05 feet East of the Southwest corner of said
Southwest Quarter, thence North parallel to the West line of said
Southwest Quarter 398.54 feet to the true point of beginning; thence
continuing North along the same line 499.26 feet; thence East parallel
to the South line of said Southwest Quarter 218.60 feet; thence South
parallel to the West line of said Southwest Quarter 498.95 feet;
thence West parallel to the South line of said Southwest Quarter
218.60 feet to the point of beginning, all situated in the County of
Adams, in the State of Illinois; as shown by the Plat of Survey made
by Klingner & Associates, P.C. and recorded in the Office of the
Recorder of Deeds in and for Adams County, Illinois, in Book 14 of
Plats, at Page 2617, to which reference is made for greater certainty.


TRACT V: Easements for the benefit of Tracts I, III and IV as created
by Easement Documents recorded July 31, 2000 in Book 14 of Right of
Ways, at Pages 2618 and 2619, as shown on plat recorded in Book 14 of
Plats, at Page 2617.


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-2.4
<SEQUENCE>3
<FILENAME>readd.txt
<DESCRIPTION>ADDENDUM TO REAL ESTATE PURCAHSE AGREEMENT
<TEXT>

                           EXHIBIT 2.4

                           ADDENDUM TO
                   REAL ESTATE PURCHASE AGREEMENT

This Addendum is made this 30th day of May, 2001, between AMCON
DISTRIBUTING COMPANY, a Delaware corporation ("Purchaser") and ROBERT
J. LANSING and MARCIA S. LANSING, husband and wife (collectively
"Seller").  On February 8, 2001, Buyer and Seller entered into a Real
Estate Purchase Agreement (the "Agreement").

This Addendum Agreement is hereby amended, effective May 1, 2000, as
follows:

   1. Section 3 of the Agreement is amended and restated in its
entirety to read as follows:

      3.  PURCHASE PRICE.  The purchase price for the Property shall
be  an amount equal to Six Million Five Hundred Thousand Dollars
($6,500,000) ("Purchase Price ), which shall be payable as follows:

          (a) An amount equal to Six Million Four Hundred Thousand
              Dollars($6,400,000) shall be due and payable at the
              closing, plus or minus prorations, as hereinafter
              provided.

          (b) An amount equal to One Hundred Thousand Dollars
              ($100,000), to be held in escrow by Adams County
              Abstract & Title Co., shall be due and payable upon
              completion of all construction, including but not
              limited to, construction of the lunchroom, bathroom,
              transportation office, room around the compressors,
              concrete, ventilation system and striping the parking
              lot, subject to inspection and approval by Purchaser
              in its sole discretion; provided that such amount
              shall be reduced by any payments made by Purchaser
              after the date of closing relating to such
              construction.

   2. The first sentence of Section 5 of the Agreement is amended to
 read as follows:

      5.  CONDITIONS PRECEDENT. Purchaser's obligation to purchase the
Property is contingent on the satisfaction, in Purchaser's sole
discretion, or waiver by Purchaser of the following conditions
("Conditions Precedent") by not later than June 1, 2001:

   3. A new paragraph (j) is added to Section 5 of the Agreement which
      reads as follows:

         (j) Purchaser shall have received from Conveyor Craft, Inc.,
For Your Convenience, Pick-to-Light, Continental Sprinkler and St.
Onge Company certification that the entire purchase price for the
purchase and installation of the rack, track and associated
computerization equipment has been paid in full.

   4. The second-to-last paragraph of Section 5 of the Agreement is
amended to read as follows:

    Purchaser and Seller agree to use best efforts in order to satisfy
each of the conditions to be satisfied by them as set forth above.  In
the event any of the Conditions Precedent are not satisfied, approved
or waived by Purchaser, in its sole discretion, by Closing, Purchaser
may terminate this Agreement, in which event the parties shall be
released from further liability except as otherwise provided herein.
Purchaser's failure to terminate this Agreement as provided in this
Section 5 shall constitute a waiver of any Conditions Precedent not
otherwise met or satisfied.

   5. Section 8(a) of the Agreement is amended and restated in its
entirety to read as follows:

      8.  CLOSING.

          (a)Time.  Closing shall take place on the same date as, and
will be contingent on, the closing of the Asset Purchase Transaction;
provided that all Conditions Precedent contained in this Agreement
have been satisfied in Purchaser's sole discretion or waived by
Purchaser.  Absent a default by Seller under this Agreement, or
Purchaser's termination of the Agreement pursuant to a right of
termination provided to Purchaser under this Agreement, this Agreement
shall terminate upon the failure of the closing to occur on or before
June 1, 2001.

   6. Section 12(a) of the Agreement is amended and restated in its
entirety to read as follows:

      12.  INDEMNIFICATION.

           (a)Seller agrees to indemnify and hold Purchaser and its
nominees, permitted successors, assigns, parent company (if any),
officers, directors, partners, agents and employees, harmless of and
from any and all liabilities, claims, causes of action, penalties,
demands and expenses, of any kind or nature whatsoever (except those
items which by this Agreement specifically become the obligation of
Purchaser) to the extent arising out of, resulting from, relating to,
or incident to the Property prior to and including the date of closing
or which are in any way related to the ownership, maintenance or
operation of the Property prior to the closing, and all expenses
related thereto, including, without limitation, court costs and
attorneys' fees.  Additionally, but not in lieu of Seller's
affirmative undertakings set forth in this Section 12, Seller hereby
indemnifies and agrees to defend and hold harmless Purchaser and its
respective nominees, permitted successors, assigns, parent company (if
any), officers, directors, partners, agents and employees, from and
against any and all debts, liens, claims, causes of action,
administrative orders and notices, costs (including, without
limitation, response and/or remedial costs), personal injuries,
losses, damages, liabilities, demands, interest, fines, penalties and
expenses, including reasonable attorneys' fees and expenses,
consultants' fees and expenses, court costs and all other out-of-
pocket expenses, suffered or incurred by Purchaser and/or its grantees
(a) as a result of the breach of Seller's representations and
warranties contained herein, (b) to the extent arising as the result
of Seller's discussions with other parties interested in the
Property, or (c) as a result of any water run-off from the Property
due to any conditions existing at the time of Closing, provided that
Seller is given 30 days in which to remedy the water run-off problem
prior to Buyer incurring any expense unless such right to remedy is
impracticable under the circumstances.

   7. Purchaser hereby represents that the conditions precedent in
Sections 5(c), (d), (e) and (f) of the Agreement have been satisfied
or waived as of the date hereof.

   8. Purchaser hereby waives its right to inspect and approve the
Property pursuant to Section 5(i) of the Agreement so long as the
Property is in substantially the same condition as it was on
April 30, 2001.

   9. Except as set forth in this Addendum, the terms and conditions
set forth in the Agreement shall remain in full force and effect.

                    [Signatures on following page]


IN WITNESS WHEREOF, the parties hereto have executed this Addendum and
caused the same to be duly delivered on their behalf on the day and
year first written above.

                                      PURCHASER:
                                      AMCON DISTRIBUTING COMPANY

                                      By: Kathleen M. Evans
                                        ----------------------------
                                        Kathleen M. Evans, President

                                      SELLER:


                                      By: Robert J. Lansing
                                        ---------------------------
                                        Robert J. Lansing


                                      By: Marcia S. Lansing
                                        ---------------------------
                                        Marcia S. Lansing

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-2.5
<SEQUENCE>4
<FILENAME>noncomp.txt
<DESCRIPTION>NONCOMPETE, NONSOLICITATION AND NONDISCLOSURE AGRE
<TEXT>

                         EXHIBIT 2.5

     NONCOMPETE, NONSOLICITATION AND NONDISCLOSURE AGREEMENT


THIS NONCOMPETE, NONSOLICITATION AND NONDISCLOSURE AGREEMENT (this
"Agreement") is entered into as of February 8, 2001 by MERCHANTS
WHOLESALE INC., an Illinois corporation ("Seller"), ROBERT J. LANSING
AND MARCIA S. LANSING, residents of the State of Illinois and the sole
shareholders of Seller (the "Shareholders and, with Seller, the
"Selling Parties") and AMCON DISTRIBUTING COMPANY, a Delaware
corporation ("Buyer") pursuant to that certain Asset Purchase
Agreement, dated as of February 8, 2001, by and between Buyer and the
Selling Parties (the "Asset Purchase Agreement") and that certain
Purchase and Sale Agreement, also dated February 8, 2001, between
Buyer and the Shareholders relating to certain real property (the"
Real Estate Purchase Agreement").  Capitalized terms used herein but
not otherwise defined herein shall have the meanings ascribed to them
in the Asset Purchase Agreement and the Real Estate Purchase
Agreement.

For good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, and as an inducement to Buyer to
purchase the Assets from Seller pursuant to the Asset Purchase
Agreement and the Property from the Shareholders pursuant to the Real
Estate Purchase Agreement, the parties hereto, intending to be bound,
hereby agree as follows:

     Section 1.  CONSIDERATION.

     (a) In consideration for the agreements of the Selling Parties
made herein, Buyer agrees to pay to the Selling Parties a total of
$500,000, which shall be payable in five (5) annual installments of
$100,000 each.  The first installment payment will be due on the first
anniversary of the closing date for the transactions described in the
Asset Purchase Agreement and Real Estate Purchase Agreement (the
"Closing Date") and subsequent installments will be due on the next
four anniversaries of the Closing Date (or if such anniversary is not
a business day, on the following business day).  Payments will be made
to such of the Selling Parties as they shall instruct the Buyer in
writing prior to any date upon which a payment is due.  In the absence
of any such instruction, such payments will be made in equal amounts
to each of the Selling Parties.

     (b) In addition to the cash consideration described in
paragraph (a), the Selling Parties each acknowledge (i) that it or
they will receive direct or indirect financial and other benefits from
the purchase of the Purchased Assets by Buyer pursuant to the Asset
Purchase Agreement and from the purchase of the Property from the
Shareholders pursuant to the Real Estate Purchase Agreement and
(ii) that this Agreement is an integral part of the Asset Purchase
Agreement and the Real Estate Purchase Agreement and is necessary to
protect the business interests of Buyer and to protect the value of
the Purchased Assets and the Property, including, without limitation,
the goodwill or similar intangible assets purchased by Buyer.

     Section 2.  TERM.  The term of this Agreement shall be for a
period of five years from the Closing Date unless otherwise specified
(the "Term").

     Section 3.  GEOGRAPHICAL LIMITATION.  The prohibited activities
of this Agreement shall apply to the States of Iowa, Illinois,
Minnesota, Wisconsin, Indiana, Ohio, Kentucky, Tennessee, Kansas,
Missouri, Arkansas, Oklahoma, North Dakota, South Dakota, Nebraska,
Montana, Wyoming and Colorado (the "Restricted Area").

     Section 4.  RESTRICTION AGAINST COMPETITION.  During the Term,
the Selling Parties each individually agree that it or they shall not,
directly or indirectly, as principal, agent, representative,
subsidiary, shareholder, consultant or in any other capacity engage in
or assist any other person or entity in engaging in the business of
wholesale distribution of the types of products generally sold by the
Buyer to its customers (the "Wholesale Distribution Business") within
the Restricted Area; provided, however, that Buyer acknowledges and
agrees that the Selling Parties and their affiliates also currently
(i) are engaged in a wholesale novelty business through Lansing's
Novelty, Inc., and (ii) are engaged in the manufacturing and wholesale
distribution business of cigarettes sold under the name of "Jim
Porter," some or all of which business activity is conducted by T & M
Tobacco, Inc., within the Restricted Area (collectively, "Selling
Parties' Excluded Business Activities"), and Buyer further
acknowledges and agrees that the continuation by Selling Parties or
their affiliates of the Selling Parties' Excluded Business Activities
within and outside of the Restricted Area during the Term does not
constitute, and will not be deemed to be, a violation of this
Agreement.

     Section 5.  RESTRICTION AGAINST SOLICITATION.  During the Term,
each Selling Party agrees that it shall not, directly or indirectly,
as principal, agent, representative, subsidiary, shareholder,
consultant or in any other capacity, engage in or assist any other
person or entity in the solicitation of (a) any customers or clients
of the Buyer within the Restricted Area for purposes of selling or
providing products to such customers or clients of the type or nature
which are provided generally by the Buyer in connection with the
Wholesale Distribution Business to any of its customers or clients or
(b) any employees of the Buyer (including any former employee of any
of the Selling Parties).  Notwithstanding the above, Buyer further
acknowledges and agrees that the continuation by Selling Parties or
their affiliates of the Selling Parties' Excluded Business Activities
within and outside of the Restricted Area during the Term does not
constitute, and will not be deemed to be, a violation of this Section.

     Section 6.  RESTRICTION AGAINST DISCLOSURE.  During the Term,
each Selling Party agrees that it shall not, directly or indirectly,
as principal, agent, representative, subcontractor, subsidiary,
shareholder, consultant or otherwise or in any other capacity disclose
any confidential or proprietary information or trade secrets regarding
any or all of the Wholesale Distribution Business conducted by Seller
prior to the Closing Date (including, without limitation, any pricing
arrangements and customer lists), except such information as is
publicly available at the time of disclosure (other than information
directly or indirectly disclosed in violation of this Section 6).

     Section 7.  REMEDIES.  The Selling Parties each acknowledges that
compliance with the various restrictions in this Agreement is
necessary to protect the value of the business and goodwill purchased
by Buyer and that a breach of this Agreement will irreparably and
continually damage Buyer, for which money damages may not be adequate.
In the event of a breach of this Agreement, Buyer shall be entitled to
both a preliminary and permanent injunction or such other injunctive
or other legal or equitable relief as may be available to Buyer in
order to prevent any further or future violations of this Agreement.
Notwithstanding the foregoing, the assertion by Buyer of the right to
any such injunctive relief shall not preclude Buyer from asserting,
obtaining or enforcing any other rights or remedies available to Buyer
hereunder, at law or in equity.

     Section 8.  ATTORNEYS' FEES.  In the event of a dispute regarding
this Agreement, the successful party shall be entitled to recover its
costs and expenses incurred in connection with such dispute,
including  reasonable attorneys' fees and expenses.  A successful
party shall be determined pursuant to a binding and final decree of a
court of competent jurisdiction, with all appeal periods having
expired or all appeals having been finally decided.

     Section 9.  ENFORCEMENT.

     (a) Buyer shall have the right, in its sole discretion, to
determine whether to enforce this Agreement, which right shall be
subject at all times to Section 11 of this Agreement.

     (b) In the event that Buyer exits Wholesale Distribution and the
business is not transferred to a successor that will run the business
in a similar manner to that of the Buyer, this Agreement shall
terminate in its entirety, and the restrictions contained herein will
be void and unenforceable.

    Section 10.  REPRESENTATIONS AND WARRANTIES OF THE SELLING
PARTIES. The Selling Parties hereby represent and warrant to Buyer
each and all of the following:  (a) the Selling Parties have the
requisite power and authority to execute and deliver this Agreement
and to perform all of the obligations set forth herein; (b) this
Agreement constitutes a valid and binding obligation of the Selling
Parties enforceable against them in accordance with its terms; and
(c) the execution, delivery and performance of the obligations set
forth herein by the Selling Parties shall not, to the reasonable
knowledge of the Selling Parties, (i) constitute a breach or other
violation of the articles of incorporation and bylaws of the Seller,
(ii) will not result in the violation of any order, writ, judgment,
injunction or decree issued by any governmental or judicial body to
which any of the Selling Parties are bound or (iii) constitute a
breach, default or other violation of the provisions of any material
indenture, mortgage, loan agreement or other material contract to
which any of the Selling Parties is a party or otherwise bound.

     Section 11.  WAIVER OF RIGHTS.  Any failure or delay of Buyer to
enforce any of its rights or obligations provided under this Agreement
shall not be construed as a waiver by Buyer of any past, present or
future violation or other breach of this Agreement, nor shall the
failure to enforce this Agreement constitute a waiver of any rights of
Buyer.

     Section 12.  ASSIGNMENT.  Buyer may assign this Agreement, in its
entirety, to a party that is a successor to substantially all of the
Buyer's business in the Restricted Area without the consent of Selling
Party; provided, however, that Buyer shall use its reasonable best
efforts to provide each Selling Party with prior notice of any such
assignment, but in any event shall provide Seller with notice of the
assignment.  This Agreement shall not be enforceable by any assignee
against any Selling Party unless and until such Selling Party receives
written notice of such assignment.

     Section 13.  NOTICES.  Any notice required to be given hereunder
shall be sufficient, if in writing, by courier service (with proof of
service), hand delivery or certified or registered mail (return
receipt requested and first-class postage prepaid), addressed as
follows:

  If to Buyer:                       Kathleen M. Evans
                                     President
                                     AMCON Distributing Company.
                                     10228 "L" Street
                                     Omaha, NE  68127

  with a copy to:                    Steven P. Amen
                                     Kutak Rock LLP
                                     1650 Farnam Street
                                     Omaha, NE  68102

  If to Seller or the Shareholders:  Robert J. Lansing
                                     President
                                     #1 Saddlebrook
                                     Quincy, IL  62301

  with a copy to:                    Charles Couri
                                     Westervelt, Johnson, Nicoll &
                                     Keller
                                     14th Floor, Associated Bank Plaza
                                     411 Hamilton Boulevard
                                     Peoria, IL  61602

or to such other address as any party shall specify by written notice
so given, and such notice shall be deemed to have been delivered as of
the date so personally delivered or mailed.

Section 14.  GOVERNING LAW.  This Agreement shall be subject to and
shall be governed by the laws of the State of Nebraska.

Section 15.  COURT MODIFICATION FOR ENFORCEMENT; SEVERABILITY.  In the
event a court determines that any provisions of this Agreement are
overbroad, excessive or unenforceable in any respect including but not
limited to the Term, the Restrictive Area, or the nature of the
restrictions, then in such an event the parties agree that the court
shall be permitted to modify this Agreement in order to make the
restrictions more narrow and to make this Agreement enforceable in
order to provide Buyer with the maximum restriction or restrictions
allowed by law.  If any provision, paragraph or subparagraph of this
Agreement is adjudged by any court to be void or unenforceable, in
whole or in part, such an adjudication shall not be deemed to affect
the validity of the remainder of the Agreement, and all other
provisions, sections and subsections of this Agreement shall be
severable from every other provision, section or subsection and each
shall constitute a separate and distinct covenant with Buyer.

Section 16.  COUNTERPARTS.  This Agreement may be executed in
duplicate counterparts, each of which shall be deemed to be an
original, and all of which shall constitute the same agreement.

Section 17.  HEADINGS.  The headings in this Agreement are inserted
for convenience only and are not to be considered in construction of
this Agreement or the provisions of the various paragraphs.

IN WITNESS WHEREOF, the parties have executed this Agreement and
caused the same to be duly delivered on their behalf on the day and
year first written above.

                                 AMCON DISTRIBUTING COMPANY


                                 By: Kathleen M. Evans
                                   ----------------------------
                                   Kathleen M. Evans, President


                                 MERCHANTS WHOLESALE INC.


                                 By: Robert J. Lansing
                                   ----------------------------
                                   Robert J. Lansing, President


                                 SHAREHOLDERS:

                                   Robert J. Lansing
                                   ----------------------------
                                   Robert J. Lansing


                                   Marcia S. Lansing
                                   ----------------------------
                                   Marcia S. Lansing

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-2.6
<SEQUENCE>5
<FILENAME>noncompadd.txt
<DESCRIPTION>ADDENDEM TO NONCOMPETE, NONSOLICITATION AGREEMENT
<TEXT>

                          EXHIBIT 2.6

                          ADDENDUM TO
      NONCOMPETE, NONSOLICITATION AND NONDISCLOSURE AGREEMENT

This Addendum is made this 30th day of May, 2001, between MERCHANTS
WHOLESALE INC., an Illinois corporation ("Seller"), ROBERT J. LANSING
and MARCIA S. LANSING, residents of the State of Illinois and the sole
shareholders of Seller (the "Shareholders" and, with Seller, the
"Selling Parties") and AMCON DISTRIBUTING COMPANY, a Delaware
corporation ("Buyer").  On February 8, 2001, Buyer and the Selling
Parties entered into a Noncompete, Nonsolicitation and Nondisclosure
Agreement (the "Agreement").  The Agreement is hereby amended,
effective May 1, 2000, as follows:

   1. Section 1(a) of the Agreement is amended and restated in its
entirety to read as follows:

      Section 1.  CONSIDERATION.

      (a)  In consideration for the agreements of the Selling  Parties
made herein, Buyer agrees to pay to the Selling Parties a  total of
$400,000, which shall be payable in four (4) annual  installments of
$100,000 each.  The first installment payment will be due on the first
anniversary of the closing date for the transactions described in the
Asset Purchase Agreement and Real Estate Purchase Agreement (the
"Closing Date") and subsequent installments will be due on the next
three anniversaries of the Closing Date (or if such anniversary is not
a business day, on the following business day).  Payments will be made
to such of the Selling Parties as they shall instruct the Buyer in
writing prior to any date upon which a payment is due.  In the absence
of any such instruction, such payments will be made in equal amounts
to each of the Selling Parties.

   2. Section 2 of the Agreement is amended and restated in its
entirety to read as follows:

      Section 2.  TERM.  The term of this Agreement shall be for a
period of four years from the Closing Date unless otherwise specified
(the "Term").

   3. Except as set forth in this Addendum, the terms and conditions
set forth in the Agreement shall remain in full force and effect.

                   [Signatures on following page]

IN WITNESS WHEREOF, the parties hereto have executed this Addendum and
caused the same to be duly delivered on their behalf on the day and
year first written above.


                                      BUYER:
                                      AMCON DISTRIBUTING COMPANY

                                      By: Kathleen M. Evans
                                        ----------------------------
                                        Kathleen M. Evans, President

                                      SELLER:
                                      MERCHANTS WHOLESALE INC.


                                      By: Robert J. Lansing
                                        ----------------------------
                                        Robert J. Lansing, President

                                      SHAREHOLDERS:


                                        Robert J. Lansing
                                        --------------------------
                                        Robert J. Lansing


                                        Marcia S. Lansing
                                        --------------------------
                                        Marcia S. Lansing


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>6
<FILENAME>mwiclose8k.txt
<DESCRIPTION>FORM 8-K
<TEXT>

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 8-K


                                 CURRENT REPORT
                     PURSUANT TO SECTION 13 OR 15(D) OF THE
                             SECURITIES ACT OF 1934


      Date of Report (Date of earliest event reported) June 1, 2001
      -------------------------------------------------------------------


                          AMCON DISTRIBUTING COMPANY
                          --------------------------
           (Exact name of registrant as specified in its charter)


DELAWARE                           0-24708                      47-0702918
- ------------------------------------------------------------------------------
(State or other                   (Commission                 (IRS Employer
jurisdiction of                   File Number)             Identification No.)
incorporation)


                        10228 "L" Street, Omaha, NE 68127
                        ---------------------------------
                (Address of principal executive offices) (Zip Code)


                                (402) 331-3727
                                --------------
             (Registrant's telephone number, including area code)


                                 Not Applicable
                                 --------------
          (Former name or former address, if changed since last report)






<PAGE>
ITEM 2.  ACQUISITION OR DISPOSITION OF ASSETS

AMCON Distributing Company ("AMCON"), a Delaware corporation, Merchants
Wholesale Inc. ("MWI"), an Illinois corporation, and Robert and Marcia Lansing
are parties to an Asset Purchase Agreement (the "Asset Purchase Agreement")
and a Noncompete, Nonsoliciation and Nondisclosure Agreement (the "Noncompete
Agreement"), both dated February 8, 2001 and addendums to the Asset Purchase
Agreement and Noncompete Agreement(the "Asset Purchase Addendum" and the
"Noncompete Addendum," respectively), both dated May 30, 2001.  In addition,
AMCON and Robert and Marcia Lansing are parties to a Real Estate Purchase
Agreement (the "Real Estate Purchase Agreement") dated February 8, 2001 and an
addendum to the Real Estate Purchase Agreement (the "Real Estate Addendum")
dated May 30, 2001.  The agreements referred to above are collectively
referred to as the "Purchase Agreements."

On June 1, 2001, upon terms set forth in the Purchase Agreements, AMCON
completed its purchase of the distribution business and assets of MWI for a
purchase price of $36.9 million, net of liabilities assumed of $5.1 million.
There are no material relationships between AMCON, MWI and Robert and Marcia
Lansing and the purchase price was determined by arm's-length negotiations.
Funding for the acquisition was provided as follows: $26.4 million through
borrowings under a revolving loan agreement with LaSalle National Bank (the
"Revolving Loan"); $7.0 million through a real estate loan with Gold Bank (the
"Real Estate Loan"); and $3.5 million of deferred payment to MWI.  Costs and
expenses associated with the acquisition will be paid from AMCON's Revolving
Loan proceeds.  The Revolving Loan is secured by all of AMCON's assets,
excluding real estate.  The Real Estate Loan is secured by AMCON's two owned
distribution centers.

The transaction under the Asset Purchase Agreement will be accounted for using
the purchase method of accounting.  The portion of the purchase price to be
allocated to goodwill is currently estimated to be approximately $4.6 million
and will be amortized over 20 years.

The real estate purchased under the Real Estate Purchase Agreement represents
a 206,000 square foot building formerly occupied by MWI.

MWI operated through eight states as a wholesale distributor of consumer
products in AMCON's traditional distribution business.  MWI's distribution
territory was within and contiguous to AMCON's current traditional
distribution business territory.

On June 4, 2001, AMCON issued a press release announcing the completion of the
transactions under the Purchase Agreements.  The press release is filed
herewith as an exhibit and incorporated herein by reference.



<PAGE>
ITEM 7.  FINANCIAL STATEMENTS, PRO FORM FINANCIAL INFORMATION AND EXHIBITS

         (a)       Financial Statements of Business Acquired

                   The information required to be presented under this item
                   is not yet available and will be provided in an amendment
                   to this Form 8-K, which will be filed by the registrant on
                   or before August 15, 2001


         (b)       Pro Forma Financial Information

                   The information required to be presented under this item
                   is not yet available and will be provided in an amendment
                   to this Form 8-K, which will be filed by the registrant on
                   or before August 15, 2001


         (c)       Exhibits

                   The following items are filed as exhibits to this report:


         EXHIBIT NO.       DESCRIPTION

         2.1               Asset Purchase Agreement, dated February 8, 2001,
                           between AMCON Distributing Company, Merchants
                           Wholesale Inc. and Robert and Marcia Lansing

         2.2               Addendum to Asset Purchase Agreement, dated May 30,
                           2001, between AMCON Distributing Company, Merchants
                           Wholesale Inc. and Robert and Marcia Lansing

         2.3               Real Estate Purchase Agreement, dated February 8,
                           2001, between AMCON Distributing Company, and
                           Robert and Marcia Lansing

         2.4               Addendum to Real Estate Purchase Agreement, dated
                           May 30, 2001, between AMCON Distributing Company,
                           and Robert and Marcia Lansing

         2.5               Noncompete, Nonsolicitation and Nondisclosure
                           Agreement, dated February 8, 2001, between AMCON
                           Distributing Company, Merchants Wholesale Inc. and
                           Robert and Marcia Lansing

         2.6               Addendum to Noncompete, Nonsolicitation and
                           Nondisclosure Agreement, dated May 30, 2001,
                           between AMCON Distributing Company, Merchants
                           Wholesale Inc. and Robert and Marcia Lansing

         99.1              Press release, dated June 4, 2001, issued by AMCON
                           Distributing Company




                                    SIGNATURE

Pursuant to the requirements of the Securities and Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                                AMCON DISTRIBUTING COMPANY
                                     (Registrant)



Date:    June 18, 2001          By :     Michael D. James
                                         -------------------------
                                Name:    Michael D. James
                                Title:   Treasurer & Chief Financial
                                           Officer







<PAGE>
                                 EXHIBIT INDEX
                                 -------------

         Exhibit           Description

         2.1               Asset Purchase Agreement, dated February 8, 2001,
                           between AMCON Distributing Company, Merchants
                           Wholesale Inc. and Robert and Marcia Lansing

         2.2               Addendum to Asset Purchase Agreement, dated May 30,
                           2001, between AMCON Distributing Company, Merchants
                           Wholesale Inc. and Robert and Marcia Lansing

         2.3               Real Estate Purchase Agreement, dated February 8,
                           2001, between AMCON Distributing Company, and
                           Robert and Marcia Lansing

         2.4               Addendum to Real Estate Purchase Agreement, dated
                           May 30, 2001, between AMCON Distributing Company,
                           and Robert and Marcia Lansing

         2.5               Noncompete, Nonsolicitation and Nondisclosure
                           Agreement, dated February 8, 2001, between AMCON
                           Distributing Company, Merchants Wholesale Inc. and
                           Robert and Marcia Lansing

         2.6               Addendum to Noncompete, Nonsolicitation and
                           Nondisclosure Agreement, dated May 30, 2001,
                           between AMCON Distributing Company, Merchants
                           Wholesale Inc. and Robert and Marcia Lansing

         99.1              Press release, dated June 4, 2001, issued by AMCON
                           Distributing Company
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-2.1
<SEQUENCE>7
<FILENAME>purchase.txt
<DESCRIPTION>ASSET PURCAHSE AGREEMENT
<TEXT>

                          EXHIBIT 2.1

                    ASSET PURCHASE AGREEMENT


THIS ASSET PURCHASE AGREEMENT (the "Agreement"), has been entered into
as of February 8, 2001 by and between AMCON DISTRIBUTING COMPANY., a
Delaware corporation ("Buyer"), MERCHANTS WHOLESALE INC., an Illinois
corporation ("Seller"), and ROBERT J. LANSING AND MARCIA S. LANSING,
the sole shareholders of Seller (the "Shareholders").

WHEREAS, Seller desires to sell to Buyer, and Buyer desires to
purchase from Seller, substantially all of the business assets of
Seller on the terms and conditions set forth herein;

NOW, THEREFORE, in consideration of the foregoing, and of the
representations, warranties, covenants, and agreements contained
herein, the parties hereto, intending to be bound, hereby agree as
follows:

                           ARTICLE 1

                    PURCHASE AND SALE OF ASSETS

Section 1.01 PURCHASE AND SALE OF ASSETS.  On the terms and subject to
the conditions set forth herein, Seller agrees to sell, convey,
transfer, and assign and deliver to Buyer, and Buyer agrees to
purchase, receive, assume, and accept, good and marketable title to
all of the assets used or otherwise useful to the business of the
Seller, whether tangible or intangible, real, personal, or mixed,
including without limitation:

    (a) all good, saleable and turning inventory held for resale by
Seller as of the  Valuation Date (as defined herein)(the "Inventory").
For purposes hereof "good, saleable and turning inventory" is defined
as inventory items that are merchantable and fit for sale, not
damaged, defective or obsolete and that the Seller has been
consistently able to sell within a three-month period.  Buyer shall
provide written notice to Seller at Closing (defined herein) detailing
all items excluded from Inventory;

    (b) all accounts receivables, other trade receivables, merchandise
credits, rebates receivable, vendor receivables and return credits of
the Seller that are current and within terms as of the Valuation Date
(as defined herein), but not including items that are to be paid by
electronic funds transfer directly to Seller's account (the "Accounts
Receivable") that will be guaranteed by the Seller and the
Shareholders as provided in Section 1.06 hereof;

    (c) all machinery, equipment, telephone and computer systems (both
hardware and software), fixtures, plant and structures, improvements
to leased property and plant and structures located thereon, vehicles,
trailers, furniture, tools, office supplies, warehouse supplies,
accessories and miscellaneous items of personal property used by the
Seller in the business (the "Fixed Assets");

    (d) all agreements and contracts (except those set forth in
Schedule 1.01 which are specifically not assigned to, or assumed by,
the Buyer), leases (including equipment and capital leases),
instruments, security interests, guaranties, warranties and other
intangible property of the Seller (the "Intangible Property");

    (e) all trademarks, service marks, logos, trade names (including,
without limitation, the name "Merchants Wholesale Inc.") and all
derivations thereof and all applications, registrations, and renewals
in connection therewith), copyrights (including applications,
registrations, and renewals in connection therewith, plus any trade
secrets and confidential business information (including ideas,
research and development, know-how, formulas, processes and
techniques, technical data, designs, drawings, specifications,
customer and supplier lists, pricing and cost information, and
business and marketing plans and proposals relating to the business
activities of the Seller (in whatever form or medium) and records
related thereto (the "Intellectual Property");

    (f) all permits, licenses, orders, registrations, certificates,
variances, and similar rights obtained from governments and
governmental agencies relating to the business of the Seller (the
"Permits"); (such assets being collectively referred to herein as the
"Assets").  Notwithstanding the foregoing, the Seller is not selling,
and the Buyer is not buying cash and marketable securities, prepaid
expenses or deposits of Seller as of the Closing Date, contracts or
agreements set forth in Schedule 1.01, or shares of stock or other
interests in any subsidiary of the Seller (the "Excluded Assets").

Section 1.02  ASSUMPTION OF LIABILITIES.  In connection with the sale
of the Assets to Buyer, Buyer will assume those liabilities of the
Seller specifically set forth in Schedule 1.02 hereto.  Buyer will not
be responsible for any liabilities, liens, claims, obligations, or
encumbrances of Seller, contingent or otherwise, other than those
specifically described in Schedule 1.02 and the Assets shall be sold
and conveyed to Buyer free and clear of all liabilities, liens,
claims, obligations, and encumbrances, except as set forth on
Schedule 1.02.  Without limiting the generality of the foregoing and,
except as set forth on Schedule 1.02, in no event will Buyer assume or
otherwise be responsible or liable for any or the following types of
liabilities or obligations:

    (a) any costs or expenses of the Seller or the Shareholders
incurred in negotiating, entering into and carrying out its or their
obligations under this Agreement;

    (b) any income, sales, property, franchise, use or other tax of
Seller or any Shareholder arising out of or resulting from the sale of
the Assets pursuant to this Agreement or any transaction of Seller or
any Shareholder prior to or subsequent to the execution of this
Agreement;

    (c) any costs and expenses incurred by Seller or any Shareholder
in connection with the operation of the Seller after the Closing (as
defined herein) or the liquidation and dissolution of the Seller;

    (d) any liability relating to, or arising out of the use or
ownership of the Excluded Assets;

    (e) any obligations or liabilities arising under any employment
agreements or employee incentive plans (including, but not limited to
any accrued vacation or sick leave) or any other employee cost of
Seller including any obligation to contribute to, or any liability in
connection with, any employee benefit plans maintained by the Seller
for its employees, former employees, retirees, their beneficiaries or
any other person ("Employee Benefit Plans"), and any continuation
coverage (including any penalties, excise taxes or interest resulting
from the failure to provide continuation coverage) required by
Section 4980B of the Internal Revenue Code of 1986 ("Code"), due to
qualifying events as defined therein, occurring on or before the
Closing or any liability arising out of any disputes, claims or
threatened claims between the Seller and its employees or former
employees;

    (f) any noncompliance by the Seller with any applicable laws,
rules and regulations, including without limitation, those relating to
employment and labor management relations and provisions thereof
relating to wages and the payment thereof, hours of work, collective
bargaining agreements, and workers' compensation laws;

    (g) any claim arising out of violations of any environmental laws
or out of any events, actions or omissions, of whatever nature or
type, occurring or existing prior to Closing;

    (h) any contingent or unknown liability of the Seller;

    (i) any liability, obligation or cost resulting from any claim or
lawsuit or other proceeding relating to the Assets or naming Seller,
or any successor thereof, or the Shareholders as a party arising out
of events, transactions or circumstances occurring or existing prior
to Closing; or

    (j) any claim against Buyer or Seller, which claim is based, in
whole or in part, upon the failure of Seller or Buyer to comply with
laws applicable to bulk transfers.

Section 1.03  PURCHASE PRICE.  The purchase price (the "Purchase
Price") for the Assets will be payable by Buyer to Seller as follows:

    (a) an amount in cash, payable at the Closing, equal to the sum
of:
        (i) the aggregate manufacturers' wholesale list price (less
applicable cash discounts) for all good, saleable and turning
Inventory held by Seller as of the Valuation Date;

        (ii) the book value , determined as of the Valuation Date, of
all current Accounts Receivable; and

        (iii) the depreciated book value of the Fixed Assets as of the
end of the last monthly accounting period ending prior to the
Valuation Date, less any capitalized labor costs and less any debt or
capital lease obligations assumed by Buyer relating thereto.

    (b) an additional $5,750,000 payable in cash in installments of
$900,000 on each of the first four anniversaries of the Closing Date
and in a final installment of $2,150,000 on the fifth anniversary of
the Closing Date; provided, that the payment of each such installment
on the due date thereof shall be subordinated to Buyer's obligations
under its various credit facilities with its primary lending
institution; and

    (c) a contingent amount (the "Earnout Consideration") which will
be payable pursuant to the terms and conditions of Section 1.04
hereof.

Section 1.04  EARNOUT CONSIDERATION.  The Earnout Consideration will
be payable in cash on the fifth anniversary of the Closing Date and
will be equal to $250,000 if, but only if, the installation of all
rack, track and associated computerization equipment to be installed
in the building located at 2517 Ellington Road, Quincy, Illinois (the
"Property") has been completed in accordance with the plans and
specifications delivered by the Seller and is operating to the
reasonable satisfaction of the Buyer on or before the later of
(i) May 1, 2001, or (ii) the date of Closing.

Section 1.05  PAYMENT FOR ADDITIONAL CUSTOMERS AND RELATED ITEMS.

    (a) In addition to the payment of the Purchase Price, Buyer and
Seller agree that Buyer will pay Seller an amount equal to 1.5% of:

        (i) the annual net sales generated by customers of Seller or
its affiliates which, as of the date of this Agreement, are not
presently receiving products shipped from the Property ("Transitioning
Customers") but that Seller transitions to the Property between the
date of this Agreement and May 1, 2001, inclusive (the "Transition
Period"), and which continue to use Buyer as their primary supplier
for a period of at least six months after the Closing Date
("Transitioning Customer Sales"), less

        (ii) annual net sales generated by customers of Seller as of
December 2, 2000 that are no longer customers of the Seller on the
Closing Date, other than Wareco, Western Oil and any customer who
generated gross margin of less than 4.5%, less $10,000,000 ("Lost
Customer Sales").

    (b) For purposes of this Section 1.05, the annual net sales of a
Transitioning Customer or a Lost Customer will be determined from the
Seller's accounting records and will be equal to the net sales
actually made by the Seller (or Seller's Subsidiary, Merchants
Wholesale of Iowa, Inc.) to (i) such Transitioning Customer during the
twelve calendar months ending prior to the date on which such
Transitioning Customer first purchases product from Buyer (the
"Customer Transition Date") or (ii) to such Lost Customers during the
twelve calendar months ended December 2, 2000.  For Transitioning
Customers and Lost Customers that were not a customer of the Seller or
Seller's Subsidiary for twelve full months, annual net sales will be
equal to the annualized sales made to such Transitioning Customer of
Lost Customer by Seller or Seller's Subsidiary during the period
ending prior to the Customer Transition Date or December 2, 2000,
respectively.  Unless otherwise agreed by the Buyer and the Seller, no
amount will be due with respect to any Transitioning Customer if the
sales from Seller or the Subsidiary to such Transitioning Customer
from which annual net sales are calculated did not generate a gross
margin of at least 4.5% for the Seller or its Subsidiary.  The amount
due under this Section 1.05 will be payable in cash on the fifth
anniversary of the Closing Date.

Section 1.06  COLLECTION AND GUARANTEE OF ACCOUNTS RECEIVABLE.

    (a) Seller and Buyer acknowledge and agree that Buyer is
purchasing the Accounts Receivable.  For purposes of determining
whether an Account Receivable owed by a particular customer has been
collected, payments received from that customer by Buyer shall be
credited and applied on a "first-in, first-out" basis unless the
customer disputes in writing the previous amount owed on or before the
date payment is made and designates the application of the payment to
a specific invoice. Absent such written dispute and designation by the
customer, the payment shall be applied to the oldest outstanding
Account Receivable.

    (b) If any Accounts Receivable is not collected by Buyer within
sixty (60) days of the Closing Date, then Buyer shall give the Seller
and the Shareholders written notice thereof.  The Seller and the
Shareholders shall reimburse a portion of the Purchase Price to the
Buyer in an amount equal to the full amount of such uncollected
Accounts Receivable within five (5) days of such notice.

    (c) Seller shall have the right to inspect the books and records
of Buyer to verify the application of customer payments to the
Accounts Receivable.  Buyer shall provide Seller notice of any changes
to customer payment terms presently existing between Seller and its
customers.  Buyer agrees to maintain adequate records of the
transactions contemplated by this Agreement and shall provide access
to its records in the event of a discrepancy.

    (d) In the event that the Buyer subsequently receives payment with
respect to Accounts Receivable for which it has been reimbursed by
Seller or the Shareholders under this Section 1.06, Buyer shall hold
such payments in trust for the benefit of the Seller and/or
Shareholders and promptly remit such payments to the Seller and/or
Shareholders, as the case may be.

    (e) Buyer agrees to assign to Seller any uncollected Accounts
Receivable contemporaneous with Seller's reimbursement to Buyer for
such uncollected Accounts Receivable.

    (f) The obligations of the Seller and the Shareholders under this
Section 1.06 shall be several, and not joint.

Section 1.07  ALLOCATION OF CONSIDERATION.  Buyer and Seller agree to
cooperate in preparing and filing IRS Form 8594 reflecting the
allocation of the Purchase Price with respect to the Assets and agree
that such allocation will be determined by arm's-length negotiations
and that neither Buyer nor Seller will take a position inconsistent
with such allocation on any income tax return, before any governmental
agency charged with the collections of any income tax or in any
judicial proceeding.  Buyer and Seller will agree upon the allocation
of the Purchase Price with respect to the Assets on or before the
Closing Date.

Section 1.08  THE CLOSING.

    (a) Time and Place.  Subject to the terms and conditions of this
Agreement, the closing under this Agreement (the "Closing") will take
place on or before May 1, 2001, at the offices of the Seller at 2517
Ellington Road, Quincy, Illinois, at 9:00 a.m., or at such other time,
date or place as Buyer and Seller may agree.  The Closing will take
place on a Monday (or another day which is the first business day of a
week) (the "Closing Date").  The Friday (or other business day
immediately prior to the Closing Date) is referred to herein as the
"Valuation Date."

    (b) Parties' Obligations at Closing.  At the Closing, (i) the
Seller will deliver to the Buyer the various certificates, instruments
and documents referred to in Section 5.01 hereof; (ii) the Buyer will
deliver to the Seller the various certificates, instruments and
documents referred to in Section 5.02 hereof; (iii) the Seller will
execute, acknowledge (if appropriate) and deliver to the Buyer all
documents and take such other actions as is necessary for the
effective sale, transfer, conveyance and assignment to the Buyer of
the Assets and put Buyer in effective possession thereof; (iv) the
Buyer will execute, acknowledge (if appropriate) and deliver to the
Seller all documents necessary for the effective assumption of the
Assumed Liabilities and (v) the Buyer will deliver to the Seller good
funds for the full amount of the purchase price specified in
Section 1.03(a) above.

    (c) Further Assurances.  From time to time after the Closing, the
Seller shall execute and deliver to the Buyer, without further
consideration, such instruments of sale, transfer, conveyance,
assignment and delivery, consents, assurances, powers of attorney and
other instruments as may be reasonably requested by the Buyer in order
to vest in the Buyer all right, title and interest in and to the
Assets, or otherwise necessary in order to carry out the purpose and
intent of this Agreement.

Section 1.09  CONTINUING OBLIGATIONS OF BUYER.

    (a) Lansing's Novelty, Inc  Buyer acknowledges that Robert J.
Lansing is the sole shareholder of Lansing's Novelty, Inc., an
Illinois corporation ("Lansing's"), a wholesale distributor of non-
perishable merchandise for convenience stores.  Buyer agrees that it
will provide Lansing's with access to Buyer's trade shows and exhibits
for the purpose of exhibiting its products and services; provided that
after two years from the date of Closing, Lansing's annual sales to
customers of the Buyer during the twelve calendar months prior to such
trade show or exhibit exceeded $1,000,000.  Buyer agrees that as long
as Lansing's annual sales exceed $1 million to customers of the Buyer,
competitors of Lansing's will be excluded from participation in such
trade shows.

    (b) T & M Tobacco, Inc.  Buyer acknowledges that Robert J. Lansing
is a shareholder of T & M Tobacco, Inc., a manufacturer and
distributor of cigarettes currently marketed under the label "Jim
Porter."  Buyer agrees to assist T & M Tobacco, Inc. with tax stamp
processing of cigarettes for T & M Tobacco, Inc.

    (c) The obligations of Buyer under the Section 1.09 are personal
to Robert J. Lansing and may not be assigned or otherwise transferred
by him to any other party without the prior written consent of the
Buyer.

                             ARTICLE II

     REPRESENTATIONS AND WARRANTIES OF SELLER AND THE SHAREHOLDERS

Except as set forth in the disclosure schedules attached hereto (the
"Seller Disclosure Schedules"), Seller and the Shareholders, jointly
and severally, represent, warrant, and agree as follows:

  Section 2.01  ASSETS.  Seller is the lawful owner of the Assets free
and clear of all liens, claims, charges, restrictions, security
interests, pledges or encumbrances of any kind and has the full right,
power, authority and capacity to sell and transfer the Assets.  By
virtue of the transfer of the Assets to Buyer, Buyer will obtain full
title to the Assets free and clear of all liens, claims, charges,
restrictions, security interests, pledges and encumbrances of any
kind.

    (a) Inventories.  The items included in the Inventory are
merchantable and fit for the purpose for which they were procured or
manufactured, and are not obsolete, damaged or defective.  The Buyer
will not be required to accept the return of any material portion of
Inventory sold by the Seller to others prior to the Closing Date
pursuant to the Seller's regular return policy or otherwise;

    (b) Accounts Receivable.  All Accounts Receivable represent valid
obligations arising from sales actually made in the ordinary course of
business.  The Accounts Receivable are current and collectible in the
full amount thereof and there is no contest, claim or right of set-off
with any maker of an Account Receivable relating to the amount or
validity of such Account Receivable.

    (c) Fixed Assets.  All Fixed Assets are in good working condition
and repair, normal wear and tear excepted, and are adequate for the
uses for which they are intended and conform in all material respects
to applicable health, sanitation, fire, environmental (including air
and water pollution laws and regulations), safety, labor, zoning and
building laws and ordinances.

    (d) Intangible Property.  Each item of Intangible Property is
legal, valid, binding, enforceable and in full force and effect and
will continue to be legal, valid, binding, enforceable and in full
force and effect on identical terms following the consummation of the
transaction contemplated hereby.  The Seller is not in breach or
default under any item of Intangible Property and no event has
occurred which, with notice or lapse of time, would constitute a
breach or default of an item of Intangible Property by the Seller or
permit termination, modification or acceleration thereof by the
respective counter party and no party to any item of Intangible
Property has repudiated any provision thereof.  There are no disputes,
oral agreements or forbearance programs in effect as to any item of
Intangible Property and no event has occurred or circumstance exists
that (with or without notice or lapse of time) may contravene,
conflict with or result in a violation or breach of, or give any
person the right to declare a default or exercise any remedy under, or
to accelerate the maturity or performance of, or to cancel, terminate,
or modify, any item of Intangible Property.  There are no
renegotiations of, attempts to renegotiate, or outstanding rights to
renegotiate any amounts paid or payable under any item of Intangible
Property with any person.

    (e) Intellectual Property.  The Seller owns or has the right to
use pursuant to license, sublicense, agreement, or permission each
item of the Intellectual Property free and clear of any restriction
and has taken all necessary action to maintain and protect each item
of Intellectual Property.  No item of Intellectual Property is subject
to any outstanding injunction, judgment, order, decree, ruling or
charge limiting its use by the Seller or Seller's ability to convey
such Intellectual Property to the Buyer hereunder.  No action, suit,
proceeding, hearing, investigation, charge, complaint, claim or demand
is pending or  threatened which challenges the legality, validity,
enforceability, use, or ownership of any item of the Intellectual
Property; and Seller has never received any charge, complaint, claim,
demand or notice alleging any such interference, infringement,
misappropriation or violation (including any claim that it license or
refrain from using any intellectual property rights of any third
party).  No third party has interfered with, infringed upon,
misappropriated or otherwise come into conflict with any item of the
Intellectual Property and no item of the Intellectual Property
interferes with, infringes upon, misappropriates or otherwise comes
into conflict with any intellectual property rights of third parties.

    (f) Permits.  Each Permit is in full force and effect and will
continue to be in full force and effect on identical terms following
the consummation of the transaction contemplated hereby.  The Seller
is not in breach or default under any Permit and no event has occurred
which, with notice or lapse of time, would constitute a breach or
default by the Seller of any Permit or result in the revocation
thereof.  There are no disputes, oral agreements or forbearance
programs in effect as to any Permit.  Seller has not received any
notification of any violation of any applicable ordinance or
regulation of building, zoning or other law, in respect of its plants,
structures, properties, or operations.

Section 2.02.  EXISTENCE; GOOD STANDING; CORPORATE POWER AND
AUTHORITY.  Seller is a corporation duly organized, validly existing
and in good standing under the laws of the State of Illinois.  Seller
has all requisite corporate power and authority to own, operate and
lease its properties and to carry on its business as now conducted.

Section 2.03.  AUTHORIZATION, VALIDITY AND EFFECT OF AGREEMENTS.
Seller has the requisite corporate power and authority and the
Shareholders have the requisite power and authority to execute and
deliver this Agreement and all agreements and documents contemplated
hereby.  This Agreement and the transactions contemplated hereby have
been approved by Seller's Board of Directors and Shareholders and the
consummation by Seller of the transactions contemplated hereby has
been duly authorized by all requisite corporate action.  This
Agreement constitutes, and all agreements and documents contemplated
hereby (when executed and delivered pursuant hereto) will constitute,
the valid and legally binding obligations of Seller and the
Shareholders, enforceable in accordance with their respective terms.

Section 2.04. NO VIOLATION.  Neither the execution and delivery by
Seller and the Shareholders of this Agreement nor the consummation by
Seller and the Shareholders of the transactions contemplated hereby in
accordance with the terms hereof will: (i) conflict with or result in
a breach of any provisions of the articles of incorporation or bylaws
of Seller; (ii) conflict with, result in a breach of any provision of
or the modification or termination of, constitute a default under or
result in the creation or imposition of any lien, security interest,
charge or encumbrance upon any of the assets of Seller or any
Shareholder pursuant to any material commitment, lease, contract or
other material agreement or instrument to which Seller or any
Shareholder is a party; or (iii) violate or result in a change in any
rights or obligations under any governmental permit or license or any
order, arbitration award, judgment, writ, injunction, decree, statute,
rule or regulation applicable to Seller or any Shareholder or
affecting the assets of Seller.

Section 2.05  REGULATORY CONSENTS AND APPROVALS.  Seller has obtained,
or will obtain by Closing, all consents, approvals, authorizations or
orders of third parties, including governmental authorities, necessary
for the authorization, execution and performance of this Agreement by
Seller and the Shareholders, which consents, approvals, authorizations
and orders are listed on Seller Disclosure Schedule 2.05, including
any consent required under the Hart-Scott-Rodino Antitrust
Improvements Act of 1976, as amended, and the rules and regulations
thereunder (the "HSR Act").

Section 2.06  PREMISES.  Seller is now in possession of the Property
and there is no adverse claim against the Property and there are no
pending or  threatened proceedings which might interfere with the
quiet enjoyment of the Property.

Section 2.07  FINANCIAL STATEMENTS.  Prior to the date hereof, Seller
has delivered to Buyer its audited financial statements for the fiscal
years ended January 31 and December 31, 1999 and unaudited financial
statements for the twelve periods ended December 2, 2000 ("Seller
Financial Statements").  The Seller Financial Statements (including
the related notes and schedules) fairly presents the financial
position of Seller as of their dates and the results of operations,
stockholders' equity and cash flows of Seller for the periods set
forth therein, in each case in accordance with generally accepted
accounting principles consistently applied, except as may be noted
therein.  Seller Financial Statements have been prepared from the
books and records of Seller which accurately and fairly reflect the
transactions and the acquisitions and dispositions of the assets of
Seller.

Section 2.08.  NO MATERIAL ADVERSE CHANGES.  Since December 2, 2000,
with the exception of the loss of business from Wareco and Western
Oil, there has not been (i) any material adverse change in the
financial condition, results of operations, business, assets or
liabilities (contingent or otherwise, whether due or to become due,
known or unknown) of Seller; (ii) any increases in salary, bonus or
other compensation to any employees of Seller; (iii) any pending or
threatened labor disputes or other labor problems against or
potentially affecting Seller; or (iv) any other transaction entered
into by Seller, except in the ordinary course of business and
consistent with past practice.

Section 2.09.  TAX MATTERS.  There are no tax liens upon any
properties or assets of Seller (whether real, personal, or mixed,
tangible or intangible), and, except as reflected in the financial
statements, there are no pending or  threatened audits or examinations
relating to, or claims asserted for, Taxes or assessments against
Seller, and the Shareholders are aware of no substantial basis for any
such claims.  Seller has not granted or been requested to grant any
extension of the limitation period applicable to any claim for taxes
or assessments with respect to taxes.  Seller has withheld and paid
all taxes required to have been withheld and paid in connection with
amounts paid or owing to any employee, independent contractor,
creditor or shareholder, where failure to do so would have a material
adverse effect on the Seller or its assets or business operations
("Seller Material Adverse Effect").

Section 2.10.  EMPLOYEES AND FRINGE BENEFIT PLANS.

    (a) Seller Disclosure Schedule 2.10 sets forth the names, ages and
titles of all employees of Seller and the annual rate of compensation
(including bonuses) being paid to each such employee as of the most
recent practicable date.

    (b) Seller Disclosure Schedule 2.10 lists each employment, bonus,
deferred compensation, pension, stock option, stock appreciation
right, profit-sharing or retirement plan, arrangement or practice,
each medical, vacation, retiree medical, severance pay plan and each
other agreement or fringe benefit plan, arrangement, or practice, of
Seller, whether legally binding or not, that affects one or more of
Seller's employees, including all "employee benefit plans" as defined
by Section 3(3) of the Employee Retirement Income Security Act of
1974, as amended ("ERISA") (collectively, the "Plans").  Seller does
not have, sponsor or participate in any Plan that is subject to
Title IV of ERISA or the minimum funding standards of Section 412 of
the Code.

    (c) For each Plan that is an "employee benefit plan" under
Section 3(3) of ERISA, Seller has delivered to Buyer correct and
complete copies of the plan documents and summary plan descriptions,
the most recent determination letter received from the Internal
Revenue Service, the most recent Form 5500 Annual Report and all
related trust agreements, insurance contracts and funding agreements
that implement each such Plan.

    (d) Seller has no commitment, whether formal or informal and
whether legally binding or not, (i) to create any additional Plan;
(ii) to modify or change any Plan; or (iii) to maintain for any period
of time any Plan.

    (e) Seller has no unfunded past service liability in respect of
any of its Plans; neither Seller or any Plan, or any trustee,
administrator, fiduciary or sponsor of any Plan, has engaged in any
prohibited transaction as defined in Section 406 of ERISA or
Section 4975 of the Code for which there is no statutory exemption in
Section 408 of ERISA or Section 4975 of the Code; all filings, reports
and descriptions as to such Plans (including Form 5500 Annual Reports,
summary plan descriptions and summary annual reports) required to have
been made or distributed to participants, the Internal Revenue
Service, the United States Department of Labor and other governmental
agencies have been made in a timely manner; there is no material
litigation, disputed claim, governmental proceeding or investigation
pending or threatened with respect to any of the Plans, the related
trusts or any fiduciary, trustee, administrator or sponsor of the
Plans; the Plans have been established, maintained and administered in
all material respects in accordance with their governing documents and
applicable provisions of ERISA and the Code and Treasury Regulations
promulgated thereunder; and each Plan that is intended to be a
qualified plan under Section 401(a) of the Code has received a
favorable determination letter from the Internal Revenue Service with
respect to the current terms of the Plan.

    (f) Except where failure to do so would not have a Seller Material
Adverse Effect, Seller has complied in all respects with all
applicable federal, state and local laws, rules and regulations
relating to employees' employment and employment relationships,
including, without limitation, wage related laws, anti-discrimination
laws, employee safety laws and COBRA (defined herein to mean the
requirements of Code Section 4980B, Proposed Treasury Regulation
Section 1.162-26 and Part 6 of Subtitle B of Title I of ERISA).

    (g) The consummation of the transactions contemplated by this
Agreement will not (i) result in the payment or series of payments by
Seller to any employee or other person of an "excess parachute
payment" within the meaning of Section 280G of the Code; (ii) entitle
any employee or former employee of Seller to severance pay,
unemployment compensation or any other payment; or (iii) accelerate
the time of payment or vesting of any stock option, stock appreciation
right, deferred compensation, or other employee benefits under any
Plan (including vacation and sick pay).

    (h) None of the Plans that are "welfare benefit plans," within the
meaning of Section 3(l) of ERISA, provide for continuing benefits or
coverage after termination or retirement from employment, except for
COBRA rights under a "group health plan" as defined in Code
Section 4980B(g) and ERISA Section 607.

    (i) Neither Seller nor any member in a "controlled group" with
Seller (as defined in ERISA) has ever contributed to, participated in
or withdrawn from a multi-employer plan as defined in
Section 4001(a)(3) of Title IV of ERISA, and Seller has not incurred
and does not owe any liability as a result of any partial or complete
withdrawal by any employer from such a multi-employer plan as
described under Section 4201, 4203 or 4205 of ERISA.

Section 2.11.  LAWFUL OPERATIONS.  Seller has been and currently is
conducting its business, and each of the premises leased or owned by
Seller have been and now are being used and operated, in compliance
with all statutes, regulations, orders, covenants, restrictions and
plans of federal, state, regional, county or municipal authorities,
agencies or boards applicable to the same, except where the failure to
so comply would not have a Seller Material Adverse Effect.

Section 2.12.  LITIGATION.  There is no suit, action or proceeding
pending or  threatened against or affecting Seller, which, if
adversely determined, could have a Seller Material Adverse Effect.
Seller is not subject to any currently existing order, writ,
injunction or decree relating to its operations.

Section 2.13.  ENVIRONMENTAL MATTERS.

    (a) Seller has not authorized nor conducted nor has knowledge of
the generation, transportation, storage, presence, use, treatment,
disposal, release or handling of (in an amount or of a type that has
been or must be reported to any governmental agency, violates any
Environmental Law (as defined below) or has required or could require
remediation expenditures) any hazardous substance, asbestos, radon,
polychlorinated biphenyls ("PCBs"), petroleum product or waste
(including crude oil or any fraction thereof), natural gas, liquefied
gas, synthetic gas or other material defined, regulated, controlled or
potentially subject to any remediation requirement under any
environmental law (collectively, "Hazardous Materials"), on, in or
under any real property owned, leased or by any means controlled by
it;

    (b) Seller is in compliance with all federal, state and local
laws, ordinances, rules, regulations and other governmental
requirements relating to pollution, control of chemicals, management
of waste, discharges of materials into the environment, health,
safety, natural resources and the environment (collectively,
"Environmental Laws");

    (c) Seller has, and is in compliance with, all licenses, permits,
registrations and government authorizations necessary to operate under
all applicable Environmental Laws;

    (d) Seller has not received any written or oral notice from any
governmental entity or any other person and there is no pending or
threatened claim, litigation or any administrative agency proceeding
that: alleges a violation of any Environmental Law by Seller; alleges
Seller is a liable party or a potentially responsible party under the
Comprehensive Environmental Response, Compensation and Liability Act,
42 U.S.C. Section 9601, et seq., or any state superfund law; has
resulted in or could result in the attachment of an environmental lien
on any real property owned, leased or controlled by Seller; or alleges
the occurrence of contamination of any of such real property, damage
to natural resources, property damage or personal injury based on its
activities or the activities of Seller's predecessors or third parties
(whether at the real property or elsewhere) involving Hazardous
Materials, whether arising under the Environmental Laws, common law
principles or other legal standards.

Section 2.14.  NO BROKERS.  Seller has not entered into any contract,
arrangement or understanding with any person or firm that may result
in the obligation of Seller or Buyer to pay any finder's fees,
brokerage or agent's commissions or other like payments in connection
with the negotiations leading to this Agreement or the consummation of
the transactions contemplated hereby.

Section 2.15.  FULL DISCLOSURE.  All of the information provided by
Seller and the Shareholders herein or in the Seller Disclosure
Schedules is true, correct and complete in all material respects, and
no representation, warranty or statement made by the Shareholders in
or pursuant to this Agreement or the Seller Disclosure Schedules
contains any untrue statement of a material fact or omits or will omit
to state any material fact necessary to make such representation,
warranty or statement not misleading.

                            ARTICLE III

                REPRESENTATIONS AND WARRANTIES OF BUYER

Except as set forth in the disclosure schedules attached hereto Buyer
Represents, warrants and agrees as follows:

Section 3.01.  EXISTENCE; GOOD STANDING; CORPORATE AUTHORITY.  Buyer
is duly incorporated, validly existing and in good standing under the
laws of the State of Delaware.  Buyer has all requisite corporate
power and authority to own, operate, and lease its properties and
carry on its business as now conducted.

Section 3.02.  AUTHORIZATION, VALIDITY AND EFFECT OF AGREEMENTS.
Buyer has the requisite corporate power and authority to execute and
deliver this Agreement and all agreements and documents contemplated
hereby.  The consummation by Buyer of the transactions contemplated
hereby has been duly authorized by all requisite corporate action.
This Agreement constitutes, and all agreements and documents
contemplated hereby (when executed and delivered pursuant hereto) will
constitute, the valid and legally binding obligations of Buyer,
enforceable in accordance with their respective terms.

Section 3.03.  NO VIOLATION.  Neither the execution and delivery by
Buyer of this Agreement, nor the consummation by Buyer of the
transactions contemplated hereby in accordance with the terms hereof,
will: (i) conflict with or result in a breach of any provisions of the
charter or bylaws of Buyer; (ii) conflict with, result in a breach of
any provision of or the modification or termination of, constitute a
default under, or result in the creation or imposition of any lien,
security interest, charge or encumbrance upon any of the assets of
Buyer pursuant to any material commitment, lease, contract or other
material agreement or instrument to which Buyer is a party; or
(iii) violate or result in a change in any rights or obligations,
under any governmental permit or license or any order, arbitration
award, judgment, writ, injunction, decree, statute, rule or regulation
applicable to Buyer.

Section 3.04.  NO BROKERS.  Buyer has not entered into any contract,
arrangement or understanding with any person or firm that may result
in the obligation of Buyer or Seller or the Shareholders to pay any
finder's fees, brokerage or agent's commissions, or other like
payments in connection with the negotiations leading to this Agreement
or the consummation of the transactions contemplated hereby.  Buyer is
not aware of any claim for payment of any finder's fees, brokerage or
agent's commissions or other like payments in connection with the
negotiations leading to this Agreement or the consummation of the
transactions contemplated hereby.

                             ARTICLE IV

                             COVENANTS

Section 4.01. PRE-CLOSING COVENANTS.  The parties agree as follows
with respect to the period between the execution of this Agreement and
the Closing Date:

    (a) General.  Each of the Parties will use its best efforts to
take all action and to do all things necessary in order to consummate
and make effective the transactions contemplated by this Agreement.

    (b) Notices and Consents.  Each of the Parties will provide such
notices to, make such filings, and use its best efforts to obtain any
authorizations, consents and approvals of any governmental or
regulatory agency or third parties necessary to the consummation of
the transaction contemplated by this Agreement.  In addition to and
not in limitation of the foregoing, each of the parties will (i) take
promptly all actions necessary to make the filings required of the
Seller and the Buyer under the HSR Act; (ii) comply at the earliest
practicable date with any request for additional information received
by such party or its affiliates from the Federal Trade Commission (the
"FTC") or the Antitrust Division of the Department of Justice (the
"Antitrust Division") pursuant to the HSR Act, and (iii) cooperate
with the other party in connection with such party's filings under the
HSR Act and in connection with resolving any investigation or other
inquiry concerning this transaction or the other matters contemplated
by this Agreement commenced by either the FTC or the Antitrust
Division or state attorneys general.

    (c) Operation of Business.  The Seller will not engage in any
practice, take any action or enter into any transaction with respect
to its business operations that are outside the ordinary course of
business with respect thereto.  Without limiting the scope of the
foregoing, the Seller agrees that it will not (i) sell or otherwise
dispose of any Assets, except for sales of Inventory in the ordinary
course of business, (ii) mortgage, pledge or subject to any lien,
security or encumbrance any of the Assets, (iii) fail to comply with
the terms of any material contract, lease or other agreement or seek
to cancel or terminate any such contract, lease or agreement prior to
its stated expiration date, (iv) make any change in the rate of
compensation for any employee or commissioned salesperson; (v) fail to
replenish its inventories or supplies, or make any purchase commitment
in excess of, its normal and customary business practice or (v) fail
to comply with laws and regulations applicable to the business of the
Seller.

    (d) Preservation of Assets.  The Seller will maintain, keep and
preserve the Assets in good condition and repair and maintain
insurance thereon in accordance with its normal and customary
practices, and the Seller and the Shareholders will use their best
efforts (i) to preserve the business and organization of Company
intact, (ii) to keep available to Buyer the services of Company's
present employees, agents and independent contractors, (iii) to
preserve for the benefit of Buyer the Seller's favorable relations
with suppliers, customers, lessors and others having business
relations with it.

    (e) Full Access.  The Seller will provide representatives of the
Buyer with full access at all reasonable times, and in a manner so as
not to interfere with the normal business operations of the Seller, to
books, records and facilities of the Seller as shall be reasonably
necessary to conduct Buyer's due diligence investigation.

    (f) Notice of Developments.  Each party will give prompt written
notice to the other parties of any material adverse development
causing, or which could cause, a breach of any of its own
representations and warranties contained herein.  No disclosure by any
party pursuant to this Section 4.01(f), however, shall be deemed to
amend or supplement any Disclosure Schedule or to prevent or cure any
misrepresentation, breach of warranty or breach of covenant.

    (g) Exclusivity.  The Seller will not (i) solicit, initiate or
encourage the submission of any proposal or offer from any person
relating to the acquisition of any of its assets (other than sales of
inventories made in the ordinary course of business), including any
acquisition structured as a merger, consolidation or share exchange or
(ii) participate in any discussions or negotiations regarding, furnish
any information with respect to, assist or participate in or
facilitate in any other manner any effort or attempt by any person to
do or seek any of the foregoing.  The Seller will notify the Buyer
immediately if any person makes any proposal, offer, inquiry or
contact with respect to any of the foregoing.

Section 4.02.  POST-CLOSING COVENANTS.  The parties agree as follows
with respect to the period following the Closing Date.

    (a) General.  In case at any time after the Closing any further
action is necessary or desirable to carry out the purposes of this
Agreement, each of the parties will take such further action
(including the execution and delivery of such further instruments and
documents) as the other party or parties may reasonably request, all
at the sole cost and expense of the requesting party (unless the
requesting party is entitled to indemnification therefor under the
terms hereof).

    (b) Litigation Support.  In the event, and for so long as, any
party actively is contesting or defending against any action, suit,
proceeding, hearing, investigation, charge, complaint, claim or demand
in connection with (i) the transaction contemplated under this
Agreement or (ii) any fact, situation, circumstance, status,
condition, activity, practice, plan, occurrence, event, incident,
action, failure to act or transaction on or prior to the Closing Date
involving any of the assets acquired hereunder, the other party will
cooperate with the contesting or defending party and its counsel in
the contest or defense thereof, make available its personnel and
provide such testimony and access to its books and records as shall be
reasonably necessary in connection with the contest or defense
thereof, all at the sole cost and expense of the contesting or
defending party (unless the contesting or defending party is entitled
to indemnification therefor under the terms hereof).

    (c) Transition.  Neither the Seller nor any Shareholder will take
any action that is designed or intended to have the effect of
discouraging any lessor, licensor, customer, supplier or other
business associate from maintaining the same business relationships
with the Buyer after the Closing as such party maintained with the
Seller prior to the Closing.  Buyer and Seller shall each use their
best efforts to cooperate with the other, and to cause their
respective employees to act accordingly, in order to fulfill the
intent and purpose of this Agreement.

    (d) Confidentiality.  The Seller and each Shareholder will treat
and hold as such all information relating to the business to be
conducted by Buyer with the Assets acquired from Seller hereunder (the
"Confidential Information") as proprietary and confidential and will
not use, or allow anyone else to use any of the Confidential
Information except in connection with the transaction contemplated by
this Agreement.  Seller and the Shareholders agree to deliver promptly
to the Buyer or destroy, at the request and option of the Buyer, all
tangible embodiments (and all copies) of the Confidential Information
which are in their possession.  In the event that the Seller or any
Shareholder is requested or required (by oral question or request for
information or documents in any legal proceeding, interrogatory,
subpoena, civil investigative demand or similar process) to disclose
any Confidential Information, the Seller or Shareholder will notify
the Buyer promptly of the request or requirement so that the Buyer may
seek an appropriate protective order or waive compliance with the
provisions of this Section 4.02(d).  If, in the absence of a
protective order or the receipt of a waiver hereunder, the Seller or
Shareholder is, on the advice of counsel, compelled to disclose any
Confidential Information to any tribunal or else stand liable for
contempt, the Seller or Shareholder may disclose the Confidential
Information to the tribunal; provided, however, that the Seller or
Shareholder shall use its or his best efforts to obtain, at the
request of the Buyer, an order or other assurance that confidential
treatment will be accorded to such portion of the Confidential
Information required to be disclosed as the Buyer shall designate.

    (e) Accounts Receivable.  The Seller and the Shareholders will use
their reasonable best efforts to assist the Buyer in collecting
Accounts Receivable and Subsidiary Accounts Receivable, including, but
not limited to, promptly notifying customers of the Buyer's
acquisition of such Accounts Receivable and directing such customers
to make future payments to the Buyer.  In the event that the Seller
receives payment with respect to  any Accounts Receivable, it shall
hold such payments in trust for the benefit of the Buyer and promptly
remit such payments to Buyer.

    (f) Employees of Seller.  Immediately after the Closing, Buyer
will employ selected employees of Seller, and Buyer will provide such
employees with employment benefits substantially similar to those
generally afforded to the employees of Buyer.

    (g) Change of Name of Seller.  Within seven calendar days after
the Closing Date, the Seller shall deliver to Buyer all executed
documents as may be required to change Seller's name to another name
bearing no similarity to "Merchants Wholesale Inc." including, but not
limited to, a name change document with the Secretary of State of
Illinois and an appropriate name change notice for each state where
Seller is qualified to do business.  The Shareholders hereby appoint
the Buyer as their attorney-in-fact to file all such documents on or
after the Closing Date.  From and after the Closing Date, the
Shareholders will sign such consents and take such other actions as
Buyer shall reasonably request in order to permit Buyer to use the
name "Merchant Wholesale Inc." and any variation thereof.  From and
after the Closing Date, neither Seller nor the Shareholders will use
the name "Merchants Wholesalers, Inc." or any names similar thereto or
variants thereof, except that they may continue to use the name
Merchant Wholesale of Iowa, Inc. in connection with the business
operations of the Subsidiary as and to the extent conducted on the
Closing Date.

                              ARTICLE V

                       CONDITIONS TO THE PARTIES'
                         OBLIGATIONS TO CLOSE

Section 5.01.  CONDITIONS TO OBLIGATION OF THE BUYER.  The obligation
of the Buyer to consummate the transactions to be performed by it in
connection with the Closing is subject to satisfaction of the
following conditions:

    (a) the representations and warranties of the Seller and the
Shareholders set forth in Article II hereof shall be true and correct
in all material respects at and as of the Closing Date;

    (b) the Seller shall have performed and complied with all of its
covenants hereunder in all material respects through the Closing;


    (c) the Seller shall have procured all of the third party consents
specified in Schedule 2.05;

    (d) any waiting period (and any extension thereof) applicable to
the consummation of this transaction under the HSR Act shall have
expired or been terminated.

    (e) no action, suit or proceeding shall be pending or threatened
before any court or quasi-judicial or administrative agency of any
federal, state, local or foreign jurisdiction or before any arbitrator
wherein an unfavorable injunction, judgment, order, decree, ruling, or
charge would (A) prevent consummation of any of the transactions
contemplated by this Agreement, (B) cause any of the transactions
contemplated by this Agreement to be rescinded following consummation,
(C) affect adversely the right of the Buyer to own the Assets or to
utilize them in its business operations;

    (f) the annualized net sales of the Seller during the two calendar
weeks ending immediately prior to the Closing shall not be less than
$365,000,000;

    (g) the Seller shall have delivered to the Buyer a certificate to
the effect that each of the conditions specified above in
Section 5.01(a)-(f) has been satisfied in all respects;

    (h) the Seller shall have delivered to the Buyer copies of all
requisite board of directors and shareholder resolutions of Seller
approving the sale of the Assets certificated by its corporate
secretary.

    (i) the Buyer shall have received from counsel to the Seller an
opinion, dated as of the Closing Date;

    (j) the Buyer shall have received a binding commitment from its
lender with respect to the financing of the Purchase Price;

    (k) the Seller shall have delivered an executed Bill of Sale
transferring all of the Assets to Buyer free and clear of all liens
and encumbrances, except for any such lien or encumbrance which shall
be expressly assumed by Buyer as part of the Assumed Liabilities;

    (l) the Seller shall have endorsed for transfer and delivered to
the Buyer certificates of title for all motor vehicles;

    (m) the Seller shall have executed one or more UCC Termination
Statements with respect to any and all of the Assets subject to a
security interest filed and perfected pursuant to the UCC and which
are not subject to an obligation being assumed by Buyer as part of the
Assumed Liabilities, which shall comply with all applicable laws,
rules and regulations;

    (n) each of the Shareholders shall have executed a Noncompete,
Nonsolicitation and Nondisclosure Agreement; and

    (o) the sale of the Property from the Shareholders to the Buyer
shall have occurred contemporaneously with the Closing.

All actions to be taken by the Seller in connection with consummation
of the transactions contemplated hereby and all certificates,
opinions, instruments and other documents required to effect the
transactions contemplated hereby will be satisfactory in form and
substance to the Buyer and its counsel.  The Buyer may waive any
condition specified in this Section 5.01 if it executes a writing so
stating at or prior to the Closing.

Section 5.02  CONDITIONS TO OBLIGATION OF THE SELLER.  The obligation
of the Seller to consummate the transactions to be performed by it in
connection with the Closing is subject to satisfaction of the
following conditions:

    (a) the representations and warranties of the Buyer set forth in
Article III hereof shall be true and correct in all material respects
at and as of the Closing Date;

    (b) the Buyer shall have performed and complied with all of its
covenants hereunder in all material respects through the Closing;

    (c) no action, suit or proceeding shall be pending or threatened
before any court or quasi-judicial or administrative agency of any
federal, state, local or foreign jurisdiction wherein an unfavorable
injunction, judgment, order, decree, ruling or charge would
(A) prevent consummation of any of the transactions contemplated by
this Agreement or (B) cause any of the transactions contemplated by
this Agreement to be rescinded following consummation;

    (d) the Buyer shall have delivered to the Seller a certificate to
the effect that each of the conditions specified above in
Section 5.02(a)-(c) has been satisfied in all respects;

    (e) the Buyer shall have delivered to the Seller copies of all
requisite board of directors resolutions of Buyer approving the
purchase of the Assets certificated by its corporate secretary;

    (f) The Seller shall have received from counsel to the Buyer an
opinion, dated as of the Closing Date;

    (g) the sale of the Property from the Shareholders to the Buyer
shall have occurred contemporaneously with the Closing;

    (h) the Seller and Shareholders shall have received approval from
LaSalle Business Credit, Inc. with respect to the sale of the assets
and Property to Buyer; and

    (i) Buyer has executed and delivered to Seller a second mortgage
on the Property, a first mortgage on the Buyer owned real estate in
Bismarck, North Dakota, and such security agreements and UCC filings
as requested by Seller for the purpose of securing the Buyers
obligations under Sections 1.03(b) and (c) of this Agreement.

All actions to be taken by the Buyer in connection with consummation
of the transactions contemplated hereby and all certificates,
opinions, instruments and other documents required to effect the
transactions contemplated hereby will be satisfactory in form and
substance to the Seller and its counsel.  The Seller may waive any
condition specified in this Section 5.02 if it executes a writing so
stating at or prior to the Closing.

                             ARTICLE VI

                  SURVIVAL OF REPRESENTATIONS AND
                    WARRANTIES; INDEMNIFICATION

Section 6.01.  SURVIVAL OF REPRESENTATIONS AND WARRANTIES.  The
representations and warranties of the parties contained in Articles II
and III of this Agreement shall survive for a period of three years
from the effective date hereof.

Section 6.02.  INDEMNIFICATION BY SELLER AND THE SHAREHOLDERS.
Subject to the provisions of this Article VI, Seller and the
Shareholders, jointly and severally, agree to indemnify and hold
harmless Buyer, and each officer, director, employee or other agent
thereof and their respective estates (each being a "Buyer Indemnified
Party"), from and against any and all claims, losses, damages,
liabilities and expenses (including, without limitation, settlement
costs and any legal or other fees or expenses for investigating or
defending any actions or threatened actions) reasonably incurred by
such Buyer Indemnified Party in connection with each and all of the
following:

    (a) any misrepresentation or breach of any warranty made by Seller
or either of the Shareholders in this Agreement;

    (b) the nonfulfillment or breach of any covenant, Agreement or
obligation of Seller or either of the Shareholders contained in or
contemplated by this Agreement;

    (c) any misrepresentation or breach of any warranty contained in
any statement, certificate, or other document furnished by Seller or
either of the Shareholders pursuant to this Agreement or in connection
with the transaction contemplated by this Agreement; and

    (d) any attempt (whether or not successful) by any person to cause
or require such Buyer Indemnified Party to pay or discharge any debt,
obligation, liability or commitment, the existence of which would
entitle such Buyer Indemnified Party to indemnification pursuant to
clauses (a) through (c) of this Section 6.02 or would constitute a
breach of any such representation, warranty or agreement under this
Agreement.

Section 6.03.  INDEMNIFICATION BY BUYER.  Subject to the provisions of
this Article VI, Buyer shall indemnify, defend and hold harmless,
Seller and each officer, director, employee, Shareholder or other
agent thereof and their respective estates (each being a "Seller
Indemnified Party"), from and against any and all claims, losses,
damages, liabilities and expenses (including, without limitation,
settlement costs and any legal or other fees or expenses for
investigating or defending any actions or threatened actions)
reasonably incurred by such Seller Indemnified Party in connection
with each and all of the following:

    (a) any misrepresentation or breach of any warranty made by Buyer
in this Agreement;

    (b) the nonfulfillment or breach of any covenant, agreement or
obligation of Buyer contained in or contemplated by this Agreement;

    (c) any misrepresentation or breach of any warranty contained in
any statement, certificate or other document furnished by Buyer
pursuant to this Agreement or in connection with the transactions
contemplated by this Agreement; and

    (d) any attempt (whether or not successful) by any person to cause
or require such Seller Indemnified Party to pay or discharge any debt,
obligation, liability or commitment, the existence of which would
entitle such Seller Indemnified Party to indemnification pursuant to
clauses (a) through (c) of this Section 6.03 or would constitute a
breach of any such representation, warranty or agreement under this
Agreement.

Section 6.04.  INDEMNIFICATION PROCEDURE.  An indemnified party shall
promptly notify the indemnifying party of any claim, demand, action or
proceeding for which indemnification will be sought under
Sections 6.02 or 6.03 of this Agreement, and, if such claim, demand,
action or proceeding is a third party claim, demand, action or
proceeding, the indemnifying party will have the right at its expense
to assume the defense thereof using counsel reasonably acceptable to
the indemnified party.  The indemnified party shall have the right to
participate, at its own expense, with respect to any such third party
claim, demand, action or proceeding.  In connection with any such
third party claim, demand, action or proceeding, Buyer, Seller and the
Shareholders shall cooperate with each other and provide each other
with access to relevant books and records in their possession.  No
such third party claim, demand, action or proceeding shall be settled
without the prior written consent of the indemnified party.  If a firm
written offer is made to settle any such third party claim, demand,
action or proceeding and the indemnifying party proposes to accept
such settlement, and the indemnified party refuses to consent to such
settlement, then: (i) the indemnifying party shall be excused from,
and the indemnified party shall be solely responsible for, all further
defense of such third party claim, demand, action or proceeding; and
(ii) the maximum liability of the indemnifying party relating to such
third party claim, demand, action or proceeding shall be the amount of
the proposed settlement if the amount thereafter recovered from the
indemnified party on such third party claim, demand, action or
proceeding is greater than the amount of the proposed settlement.

                             ARTICLE VII

                             TERMINATION

Section 7.01.  TERMINATION OF AGREEMENT.   This Agreement may be
terminated as follows:

    (a) the Buyer and the Seller may terminate this Agreement by
mutual written consent at any time prior to the Closing;

    (b) the Buyer may terminate this Agreement by giving written
notice to the Seller at any time prior to the Closing (i) in the event
the Seller or any Shareholder has breached any material
representation, warranty or covenant contained in this Agreement in
any material respect, the Buyer has notified the Seller of the breach,
and the breach has continued without cure for a period of 10 days
after the notice of breach or (ii) if the Closing shall not have
occurred on or before the date that is 90 days from the date of this
Agreement by reason of the failure of any condition precedent
hereunder (unless the failure results primarily from the Buyer itself
breaching any representation, warranty, or covenant contained in this
Agreement); and

    (c) the Seller may terminate this Agreement by giving written
notice to the Buyer at any time prior to the Closing (i) in the event
the Buyer has breached any material representation, warranty or
covenant contained in this Agreement in any material respect, the
Seller has notified the Buyer of the breach and the breach has
continued without cure for a period of 10 days after the notice of
breach or (ii) if the Closing shall not have occurred on or before the
date that is 90 days from the date of this Agreement by reason of the
failure of any condition precedent hereunder (unless the failure
results primarily from the Seller or a Shareholder breaching any
representation, warranty or covenant contained in this Agreement).

Section 7.02.  EFFECT OF TERMINATION.  If any Party terminates this
Agreement pursuant to this Article VII, all rights and obligations of
the parties hereunder shall terminate without any liability of any
party to the other party (except for any liability of any party then
in breach); provided, however, that the provisions of Section 4.02(d)
shall survive the termination of this Agreement.

                             ARTICLE VIII

                          GENERAL PROVISIONS

Section 8.01.  PRESS RELEASES AND PUBLIC ANNOUNCEMENTS.  No party
shall issue any press release or make any public announcement relating
to the subject matter of this Agreement prior to the Closing without
the prior written approval of the other party; provided, however, that
any party may make any public disclosure it believes in good faith is
required by applicable law in which case the disclosing party will use
its reasonable best efforts to advise the other party prior to making
the disclosure.  Seller acknowledges that Buyer is a publicly owned
corporation subject to Security Exchange Commission and American Stock
Exchange rules and regulations and as such will be required to
publicly disclose the subject matter of this Agreement prior to
Closing.

Section 8.02.  NOTICES.  Any notice required to be given hereunder
shall be sufficient if in writing, by courier service (with proof of
service), hand delivery or certified or registered mail (return
receipt requested and first-class postage prepaid), addressed as
follows:

     If to Buyer:          Kathleen M. Evans
                           President
                           AMCON Distributing Company.
                           10228 "L" Street
                           Omaha, NE  68127

     with a copy to:       Steven P. Amen
                           Kutak Rock LLP
                           1650 Farnam Street
                           Omaha, NE 68102

     If to Seller
     or the Shareholders:  Robert J. Lansing
                           #1 Saddlebrook
                           Quincy, IL  62301

     with a copy to:       Charles Couri
                           Westervelt, Johnson, Nicoll & Keller
                           14th Floor, Associated Bank Plaza
                           411 Hamilton Boulevard
                           Peoria, Illinois 61602

or to such other address as any party shall specify by written notice
so given, and such notice shall be deemed to have been delivered as of
the date so personally delivered or mailed.

Section 8.03.  ASSIGNMENT; BINDING EFFECT; BENEFIT.  Neither this
Agreement nor any of the rights, interests or obligations hereunder
shall be assigned by any of the parties hereto (whether by operation
of law or otherwise) without the prior written consent of the other
parties.  Subject to the preceding sentence, this Agreement shall be
binding upon and shall inure to the benefit of the parties hereto and
their respective successors and assigns.

Section 8.04.  ENTIRE AGREEMENT.  This Agreement, the Exhibits, the
Seller Disclosure Schedules and any documents delivered by the parties
in connection herewith constitute the entire agreement among the
parties with respect to the subject matter hereof and supersede all
prior and contemporaneous agreements and understandings among the
parties with respect thereto.  No addition to or modification of any
provision of this Agreement shall be binding upon any party hereto
unless made in writing and signed by all parties hereto.

Section 8.05.   CONSTRUCTION.  This Agreement has been duly negotiated
and mutually prepared by the parties hereto and shall not be construed
or interpreted against any party as the sole drafting party.

Section 8.06.  AMENDMENT.  This Agreement may not be amended, except
by an instrument in writing signed on behalf of each of the parties
hereto.

Section 8.07.  GOVERNING LAW.  The validity of this Agreement, the
construction of its terms and the determination of the rights and
duties of the parties hereto shall be governed by and construed in
accordance with the laws of the State of Nebraska applicable to
contracts made and to be performed wholly within such state.

Section 8.08.  COUNTERPARTS.  This Agreement may be executed by the
parties hereto in separate counterparts, each of which when so
executed and delivered shall be an original, but all such counterparts
shall together constitute one and the same instrument.  Each
counterpart may consist of a number of copies hereof each signed by
less than all, but together signed by all of the parties hereto.

Section 8.09.  WAIVERS.  Except as provided in this Agreement, no
action taken pursuant to this Agreement, including, without
limitation, any investigation by or on behalf of any party, shall be
deemed to constitute a waiver by the party taking such action of
compliance with any representations, warranties, covenants or
agreements contained in this Agreement.  The waiver by any party
hereto of a breach of any provision hereunder shall not operate or be
construed as a waiver of any prior or subsequent breach of the same or
any other provision hereunder.

Section 8.10.  INCORPORATION OF EXHIBITS.  The Seller Disclosure
Schedules and the Exhibits attached hereto and referred to herein are
hereby incorporated herein and made a part hereof for all purposes as
if fully set forth herein.

Section 8.11.  SEVERABILITY.  Any term or provision of this Agreement
that is invalid or unenforceable in any jurisdiction shall, as to that
jurisdiction, be ineffective to the extent of such invalidity or
unenforceability without rendering invalid or unenforceable the
remaining terms and provisions of this Agreement or affecting the
validity or enforceability of any of the terms or provisions of this
Agreement in any other jurisdiction.  If any provision of this
Agreement is so broad as to be unenforceable, the provision shall be
interpreted to be only so broad as is enforceable.

Section 8.12.  EXPENSES.  Each party to this Agreement shall bear its
own expenses in connection with the transactions contemplated hereby.

Section 8.13.  ENFORCEMENT OF AGREEMENT.  The parties hereto agree
that irreparable damage would occur in the event that any of the
provisions of this Agreement was not performed in accordance with its
specific terms or was otherwise breached.  It is accordingly agreed
that the parties shall be entitled to an injunction or injunctions to
prevent breaches of this Agreement and to enforce specifically the
terms and provisions hereof in any court of competent jurisdiction,
this being in addition to any other remedy to which they are entitled
by contract, at law or in equity.

IN WITNESS WHEREOF, the parties have executed this Agreement and
caused the same to be duly delivered on their behalf on the day and
year first written above.

                                   AMCON DISTRIBUTING COMPANY

                                   By: Kathleen M. Evans
                                      ---------------------------
                                       Kathleen M. Evans, President


                                   MERCHANTS WHOLESALE INC.

                                   By: Robert J. Lansing
                                     ----------------------------
                                       Robert J. Lansing, President


                                  SHAREHOLDERS:


                                     Robert J. Lansing
                                     ----------------------------
                                     Robert J. Lansing


                                     Marcia S. Lansing
                                     ----------------------------
                                     Marcia S. Lansing
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>8
<FILENAME>pressrelease.txt
<DESCRIPTION>PRESS RELEASE
<TEXT>

                               EXHIBIT 99.1

                      AMCON DISTRIBUTING COMPANY


                               NEWS RELEASE

FOR FURTHER INFORMATION CONTACT:

Michael D. James                                    FOR IMMEDIATE RELEASE
Tel  402-331-3727
Fax 402-331-4834

                    AMCON CLOSES ON MAJOR ACQUISITION

Omaha, NE, June 3, 2001 -- AMCON Distributing Company (AMEX:  DIT) announced
today that it completed the acquisition of the distribution business and
assets of Merchants Wholesale, Inc. located in Quincy, IL on Friday, June 1.
The acquisition included the purchase of the 206,000 square foot distribution
facility.  Terms of the transaction were not disclosed, although no common
equity was issued in the transaction.

The Quincy, IL facility  will continue to distribute consumer products
consisting of beverages, tobacco, food service, grocery, health and beauty
care,  and candy and snack products to convenience stores, discount stores,
grocery stores, tobacco outlets and other institutional and retail customers.
The sales territory for the Quincy location includes Arkansas, Illinois,
Indiana, Iowa, Kansas, Missouri, Ohio and Wisconsin.  As a result of the
acquisition, AMCON's annualized revenues will be approximately $900 million.

Kathleen Evans, President of AMCON, said "We're very excited about the
addition of the Quincy location.  The facility is state-of-the-art and has a
great group of employees and loyal customers.  We will strive to bring the
best of both companies together to improve technology and provide better
service for our customers."

Evans added, "Charles ("Chuck") Fosnaugh, former V.P. of Development for
Spartan Stores, Inc., based in Grand Rapids, MI, has been hired as Division
Manager in Quincy.  Chuck brings a unique background that includes a blend of
both distribution and retail experience."

Omaha-based AMCON is a leading wholesale distributor of consumer products
including beverages, candy, tobacco, groceries, food service, frozen and
chilled foods, and health and beauty care products with distribution centers
in Illinois, Missouri (2), Nebraska, North Dakota, South Dakota and Wyoming.
The Healthy Edge, Inc. (formerly Food for Health Co., Inc.), a wholly-owned
subsidiary of AMCON and Chamberlin's Natural Foods, Inc., and Health Food
Associates, Inc., both wholly-owned subsidiaries of The Healthy Edge, Inc.,
operate health and natural product retail stores in central Florida (8),
Kansas, Missouri, Nebraska and Oklahoma (3).  The retail stores operate under
the names Chamberlin's Market & Cafe' and Akin's Natural Foods Market.


                                    -more-

This news release contains forward looking statements that are subject to
risks and uncertainties and which reflect management's current beliefs and
estimates of future economic circumstances, industry conditions, Company
performance and financial results.  A number of factors could affect the
future results of the Company and could cause those results to differ
materially from those expressed in the Company's forward looking statements.
Moreover, past financial performance should not be considered a reliable
indicator of future performance.  Accordingly, the Company claims the
protection of the safe harbor for forward-looking statements contained in the
Private Securities Litigation Reform Act of 1995 with respect to all such
forward-looking statements.


      Visit AMCON Distributing Company's web site at: www.amcon-dist.com


                               - End -
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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