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<SEC-DOCUMENT>0000928465-04-000039.txt : 20040809
<SEC-HEADER>0000928465-04-000039.hdr.sgml : 20040809
<ACCEPTANCE-DATETIME>20040809165839
ACCESSION NUMBER:		0000928465-04-000039
CONFORMED SUBMISSION TYPE:	10-Q
PUBLIC DOCUMENT COUNT:		18
CONFORMED PERIOD OF REPORT:	20040625
FILED AS OF DATE:		20040809

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:		10-Q
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-15589
		FILM NUMBER:		04962047

	BUSINESS ADDRESS:	
		STREET 1:		7405 IRVINGTON ROAD
		STREET 2:		POST OFFICE BOX 641940 (68164-7940)
		CITY:			OMAHA
		STATE:			NE
		ZIP:			68122
		BUSINESS PHONE:		4023313727

	MAIL ADDRESS:	
		STREET 1:		7405 IRVINGTON ROAD
		STREET 2:		POST OFFICE BOX 641940 (68164-7940)
		CITY:			OMAHA
		STATE:			NE
		ZIP:			68122
</SEC-HEADER>
<DOCUMENT>
<TYPE>10-Q
<SEQUENCE>1
<FILENAME>jun0410q.txt
<DESCRIPTION>FORM 10-Q FOR QUARTER ENDED JUNE 25, 2004
<TEXT>
                                UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549

                                  FORM 10-Q

/X/  Quarterly report pursuant to Section 13 or 15(d) of the
     Securities Exchange Act of 1934

     For the quarterly period ended June 25, 2004

                                      OR

/ /  Transition report pursuant to section 13 or 15(d) of the
     Securities Exchange Act of 1934

     For the transition period from          to

                        ------------------------------
                        COMMISSION FILE NUMBER 0-24708
                        ------------------------------

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

                                   DELAWARE
                (State or other jurisdiction of Incorporation)

                               7405 Irvington Road
                                Omaha, NE 68122
                   (Address of principal executive offices)
                                  (Zip Code)

                                  47-0702918
                    (I.R.S. Employer Identification No.)

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


        Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has
been subject to such filing requirements for the past 90 days.

                        Yes     X      No
                             -------       -------

        Indicate by check mark whether the registrant is an accelerated filer
(as defined in Rule 12b-2 of the Exchange Act).

                        Yes            No     X
                             -------       -------

The Registrant had 527,062 shares of its $.01 par value common stock
outstanding as of August 2, 2004.



                                                                Form 10-Q
                                                               3rd Quarter

                                INDEX
                               -------

                                                                        PAGE
                                                                        ----
PART I -  FINANCIAL INFORMATION

Item 1.   Condensed Consolidated Financial Statements:
          --------------------------------------------
          Condensed consolidated unaudited balance sheets
          at June 2004 and September 2003                                   3

          Condensed consolidated unaudited statements of
          operations for the three and nine month periods
          ended June 2004 and 2003                                          4

          Condensed consolidated unaudited statements of
          cash flows for the nine month periods ended
          June 2004 and 2003                                                5

          Notes to unaudited condensed consolidated
          financial statements                                              6

Item 2.   Management's Discussion and Analysis of
          Financial Condition and Results of Operations                    17

Item 3.   Quantitative and Qualitative Disclosures About Market Risk       28

Item 4.   Controls and Procedures                                          28

PART II - OTHER INFORMATION

Item 1.   Legal Proceedings                                                29

Item 2.   Changes in Securities, Use of Proceeds and Issuer
          Purchases of Equity Securities                                   30

Item 4.   Submission of Matters to a Vote of Security Holders              30

Item 6.   Exhibits and Reports on Form 8-K                                 31














                                    2


PART I -  FINANCIAL INFORMATION
Item 1.   Condensed Consolidated Financial Statements
<TABLE>
<Caption>
                          AMCON Distributing Company and Subsidiaries
                        Condensed Consolidated Unaudited Balance Sheets
                                 June 2004 and September 2003
- ----------------------------------------------------------------------------------------
                                                          June 2004       September 2003
                                                         ------------     --------------
<S>                                                         <C>                <C>
                  ASSETS
Current assets:
  Cash                                                  $     711,257      $     668,073
  Available-for-sale securities                                     -            512,694
  Accounts receivable, less allowance for doubtful
    accounts of $0.9 million and $0.8 million,
    respectively                                           28,491,176         28,170,129
  Inventories                                              30,798,156         32,489,051
  Income tax receivable                                     1,075,629                  -
  Deferred income taxes                                     1,568,476          1,568,476
  Other                                                     1,124,721            581,950
                                                        -------------       ------------
          Total current assets                             63,769,415         63,990,373

Fixed assets, net                                          19,842,824         16,951,615
Goodwill                                                    6,091,397          6,091,397
Other intangible assets                                    19,267,938         11,420,542
Other assets                                                1,021,310          1,045,503
                                                        -------------       ------------
                                                        $ 109,992,884       $ 99,499,430
                                                        =============       ============
       LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities:
  Accounts payable                                      $  16,319,600       $ 15,092,091
  Accrued expenses and other current liabilities            4,447,798          3,715,370
  Accrued wages, salaries, bonuses                          1,702,029          1,462,678
  Income tax payable                                                -            540,414
  Current liabilities of discontinued operations              122,976            117,612
  Current portion of long-term debt                        10,762,065         15,348,167
  Current portion of subordinated debt                      7,785,486          7,762,666
                                                        -------------       ------------
          Total current liabilities                        41,139,954         44,038,998
                                                        -------------       ------------

Deferred income taxes                                       1,291,429          1,367,367
Non-current liabilities of discontinued operations                  -            161,025
Other long-term liabilities                                 5,146,551                  -
Long-term debt, less current portion                       43,457,833         35,654,423
Subordinated debt, less current portion                        80,000            976,220
Minority interest                                                   -                  -

Commitments and contingencies

Shareholders' equity:
  Series A, cumulative, convertible, preferred
  stock, $.01 par value, 100,000 shares authorized
  and issued                                                    1,000                  -
  Common stock, $.01 par value, 2,500,000
    shares authorized, 527,062 and 528,159
    shares issued, respectively                                 5,271             31,690
  Additional paid-in capital - preferred stock              2,454,568                  -
  Additional paid-in capital - common stock                 6,406,575          5,997,977
  Accumulated other comprehensive income,
    net of tax of $0.1 million and $0.1 million,
    respectively                                               95,933            220,732
  Retained earnings                                         9,913,770         11,050,998
                                                        -------------       ------------
          Total shareholders' equity                       18,877,117         17,301,397
                                                        -------------       ------------
                                                        $ 109,992,884       $ 99,499,430
                                                        =============       ============

The accompanying notes are an integral part of these condensed consolidated financial
statements.
</TABLE>
                                     3


<TABLE>
<CAPTION>
                                    AMCON Distributing Company and Subsidiaries
                                  Condensed Consolidated Statements of Operations
                           for the three and nine month periods ended June 2004 and 2003
                                                  (Unaudited)
- ---------------------------------------------------------------------------------------------------------
                                                  For the three months            For the nine months
                                                     ended June                      ended June
                                            -----------------------------   -----------------------------
                                                2004            2003            2004            2003
                                            -------------   -------------   -------------   -------------
<S>                                              <C>             <C>             <C>             <C>
Sales (including excise taxes of
  $50.3 million and $42.8 million, and
  $141.3 million and $123.4 million,
  respectively)                             $ 218,891,060   $ 189,949,079   $ 605,345,475   $ 564,678,909

Cost of sales                                 203,794,520     173,924,679     561,580,512     520,979,369
                                            -------------   -------------   -------------   -------------
     Gross profit                              15,096,540      16,024,400      43,764,963      43,699,540
                                            -------------   -------------   -------------   -------------
Selling, general and administrative
  expenses                                     14,235,975      13,628,524      41,618,177      38,803,228
Depreciation and amortization                     554,862         574,332       1,683,313       1,706,844
                                            -------------   -------------   -------------   -------------
                                               14,790,837      14,202,856      43,301,490      40,510,072
                                            -------------   -------------   -------------   -------------

     Income from operations                       305,703       1,821,544         463,473       3,189,468
                                            -------------   -------------   -------------   -------------
Other expense (income):
  Interest expense                                842,260         788,898       2,445,401       2,436,769
  Other                                          (108,797)        (85,159)       (555,663)       (367,294)
                                            -------------   -------------   -------------   -------------
                                                  733,463         703,739       1,889,738       2,069,475
                                            -------------   -------------   -------------   -------------

Income (loss) before income taxes                (427,760)      1,117,805      (1,426,265)      1,119,993

Income tax expense (benefit)                     (163,000)        427,000        (574,000)        428,000

Minority interest, net of tax                           -              -                -               -
                                            -------------   -------------   -------------   -------------

Net income (loss) available to
  common shareholders                       $    (264,760)  $     690,805   $    (852,265)  $     691,993
                                            =============   =============   =============   =============

Earnings (loss) per share:
  Basic                                     $       (0.50)  $        1.31   $       (1.61)  $        1.31
                                            =============   =============   =============   =============

  Diluted                                   $       (0.50)  $        1.29   $       (1.61)  $        1.29
                                            =============   =============   =============   =============

  Dividends per share                       $        0.18   $        0.18   $        0.54   $        0.54
                                            =============   =============   =============   =============

Weighted average shares outstanding:
  Basic                                           527,671         528,159         528,010         527,545
  Diluted                                         527,671         534,858         528,010         536,857


The accompanying notes are an integral part of these condensed consolidated financial statements.

</TABLE>












                                                   4

<TABLE>
<Caption>

                     AMCON Distributing Company and Subsidiaries
                   Condensed Consolidated Statements of Cash Flows
                 for the nine month periods ended June 2004 and 2003
                                    (Unaudited)
- ---------------------------------------------------------------------------------
                                                         2004            2003
                                                     ------------    ------------
<S>                                                       <C>             <C>
Net cash flows from operating activities             $  2,255,780    $ 13,226,704
                                                     ------------    ------------

CASH FLOWS FROM INVESTING ACTIVITIES:
  Purchases of fixed assets                            (1,624,650)     (1,705,061)
  Acquisitions, net of cash acquired                  ( 2,126,338)              -
  Proceeds from sales of fixed assets                      60,550          42,425
  Proceeds from sales of available-for-sale
    securities                                            561,910         112,926
                                                     ------------    ------------
  Net cash flows from investing activities            ( 3,128,528)     (1,549,710)
                                                     ------------    ------------

CASH FLOWS FROM FINANCING ACTIVITIES:
  Net payments on bank credit agreement                    (2,687)     (9,857,184)
  Proceeds from issuance of preferred stock             2,500,000               -
  Payments on long-term debt and
   subordinated debt                                   (1,270,617)     (1,110,175)
  Dividends paid                                         (284,959)       (286,961)
  Proceeds from issuance of short-term debt                     -           7,998
  Proceeds from exercise of stock options                     523          20,489
  Retirement of common stock                              (26,328)            (36)
                                                     ------------    ------------
  Net cash flows from financing activities                915,932     (11,225,869)
                                                     ------------    ------------

Net increase in cash                                       43,184         451,125
Cash, beginning of period                                 668,073         130,091
                                                     ------------    ------------

Cash, end of period                                  $    711,257    $    581,216
                                                     ============    ============

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:

   Cash paid during the period for interest          $  2,668,801    $  3,475,783
   Cash paid (refunded) during the
      period for income taxes                           1,131,242        (219,895)

SUPPLEMENTAL DISCLOSURE OF NONCASH INFORMATION:

   Acquisition of equipment through capital leases   $    125,840    $          -
   Business combinations
     Fair value of assets acquired                     11,265,013               -
     Notes payable issued                               3,328,440               -
     Issuance of options                                  407,984               -
     Present value of future water royalty payments
       and water rights guarantee                       5,245,975               -
     Other liabilities assumed                            156,276               -

The accompanying notes are an integral part of these condensed consolidated financial
statements.

</TABLE>


                                   5



                AMCON Distributing Company and Subsidiaries
         Notes to Unaudited Condensed Consolidated Financial Statements
                           June 2004 and 2003
- ----------------------------------------------------------------------------
1.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION:

The accompanying unaudited condensed consolidated financial statements
include the accounts of AMCON Distributing Company and its subsidiaries
("AMCON" or the "Company").  All significant intercompany transactions and
balances have been eliminated in consolidation.  Certain information and
footnote disclosures normally included in our annual financial statements
prepared in accordance with generally accepted accounting principles have
been condensed or omitted.  In the opinion of management, the accompanying
unaudited condensed consolidated financial statements contain all adjustments
necessary to fairly present the financial information included therein, such
adjustments consisting of normal recurring items.  The Company's consolidated
balance sheet at September 26, 2003 is derived from audited financial
statements.  It is suggested that these unaudited condensed consolidated
financial statements be read in conjunction with the audited financial
statements and notes thereto for the fiscal year ended September 26, 2003,
which are included in the Company's Annual Report to Shareholders filed with
Form 10-K ("2003 Annual Report").  Results for the interim period are not
necessarily indicative of results to be expected for the entire year.

AMCON's fiscal third quarters ended on June 25, 2004 and June 27, 2003.  For
convenience, the fiscal third quarters have been indicated herein as June
2004 and 2003, respectively.  Each fiscal quarter was comprised of 13 weeks.

During the third quarter ended June 2004, the Company, through its newly
formed subsidiary, TSL Acquisition Corp., acquired substantially all of the
assets of Trinity Springs, Ltd. in an asset acquisition.  TSL Acquisition
Corp. changed its name to Trinity Springs, Inc., and Trinity Springs, Ltd.
changed its name to Crystal Paradise Holdings, Inc. ("the Seller") following
the acquisition.  The Seller received a 15% minority interest in Trinity
Springs, Inc.  As a result of its 85% ownership interest, the Company has
included the operating results of Trinity Springs, Inc. in the accompanying
unaudited condensed consolidated financial statements since the date of
acquisition (June 17, 2004) and has presented the 15% non-owned interest in
this subsidiary as minority interest.  Based on the preliminary purchase
price allocation (see Note 2), there is no historical basis for the minority
interest and since the minority shareholders has not guaranteed Trinity
Springs, Inc.'s  debt or committed to provide additional capital and as such,
it has not received an allocation of the loss from Trinity Springs, Inc.
since the date of acquisition.

On May 11, 2004, the shareholders' approved a one-for-six reverse stock split
of the outstanding shares of its common stock.  On May 14, 2004, the Company
effected the reverse stock split and those shareholders who held fewer than
six shares of AMCON's common stock immediately prior to the reverse stock
split received a cash payment in exchange for their shares.  The total cash
paid for all fractional shares was $26,328. All common stock shares and per
share data (except par value) for all periods presented have been adjusted to
reflect the reverse stock split.

Stock-based Compensation
- ------------------------
AMCON maintains a stock-based compensation plan which provides that the
Compensation Committee of the Board of Directors may grant incentive stock
                                    6

options and non-qualified stock options.  AMCON accounts for stock option
grants using the intrinsic value method under which compensation cost is
measured by the excess, if any, of the fair market value of its common stock
on the date of grant over the exercise price of the stock option.
Accordingly, stock-based compensation costs related to stock option grants
are not reflected in net income as all options granted under the plan had an
exercise price equal to the market value of the underlying stock on the date
of grant.

The following table provides required pro forma information regarding net
income (loss) and earnings (loss) per share assuming the Company recognized
expense for its stock options using the fair value method rather than the
intrinsic value method.  The fair value of options was estimated at the date
of the grant using the Black-Scholes option pricing model.  See Note 11 to
the unaudited condensed consolidated financial statements for discussion of
the proposed accounting standard related to the treatment of stock options.
Pro forma net income (loss) and earnings (loss) per share are as follows:

<TABLE>
<CAPTION>
                                          For the three months         For the nine months
                                             ended June                  ended June
                                       -------------------------    ------------------------
                                          2004          2003           2004          2003
                                       -----------   -----------    -----------   ----------
<S>                                        <C>           <C>            <C>           <C>
Net earnings
- ------------

Net income (loss), as reported         $  (264,760)  $   690,805    $  (852,265)   $ 691,993
Deduct: Total stock-based employee
  compensation expense determined
  under fair value based method
  for all awards, net of
  related tax effects                      (15,303)      (15,571)       (45,909)     (46,713)
                                       -----------   -----------    -----------   ----------
Pro forma net income (loss)            $  (280,063)  $   675,234    $  (898,174)  $  645,280
                                       ===========   ===========    ===========   ==========

Earnings (loss) per share
- -------------------------

As reported: Basic                     $     (0.50)  $      1.31    $     (1.61)  $     1.31
                                       ===========   ===========    ===========   ==========
             Diluted                   $     (0.50)  $      1.29    $     (1.61)  $     1.29
                                       ===========   ===========    ===========   ==========
Pro forma:   Basic                     $     (0.53)  $      1.28    $     (1.70)  $     1.22
                                       ===========   ===========    ===========   ==========
             Diluted                   $     (0.53)  $      1.26    $     (1.70)  $     1.20
                                       ===========   ===========    ===========   ==========
</TABLE>

2.  ACQUISITIONS:

On June 17, 2004, a newly formed subsidiary of AMCON, TSL Acquisition Corp.
(which subsequently changed its name to Trinity Springs, Inc.) acquired the
tradename, water rights, customer list and substantially all of the operating
assets of Trinity Springs, Ltd., which subsequently changed its name to
Crystal Paradise Holdings, Inc.  The Seller was headquartered in Sun
Valley/Ketchum, Idaho, once bottled and sold a geothermal bottled water and a
natural mineral supplement.

                                     7

The purchase price was paid through a combination of $2.1 million in cash,
$3.3 million in notes (see Note 9) which were issued by Trinity Springs, Inc.
and guaranteed by AMCON; the assumption of approximately $0.2 million of
liabilities and the issuance of common stock representing 15% ownership
Trinity Springs, Inc.  The Trinity Springs, Inc. stock is convertible into
16,666 shares of AMCON common stock at the option of the Seller which had a
fair value of $0.4 million.  Included in the $2.1 million paid in cash are
transaction costs totaling approximately $0.7 million that were incurred to
complete the acquisition and consist primarily of fees and expenses for
attorneys and investment bankers.  In addition, Trinity Springs, Inc. will
pay an annual water royalty to the Seller in perpetuity in an amount equal to
the greater of $0.03 per liter of water extracted from the source or 4% of
water revenues (as defined by the purchase agreement) which is guaranteed by
AMCON up to a maximum of $5 million, subject to a floor of $206,400 for the
first year and $288,000 annually thereafter.  The Company has recorded a $5.2
million liability for the present value of the $2.8 million future minimum
water royalty payments and the $5.0 million cancellation payment related to
water rights as discussed below.

The promissory notes referred to above and the water royalty are secured by a
first priority security and mortgage on the acquired assets, other than
inventory and accounts receivable.  The Seller retains the right to receive
any water royalty payment for the first five years in shares of AMCON common
stock up to a maximum of 41,666 shares.  The water royalty can be cancelled
after ten years have elapsed following the closing of the sale of assets of
Trinity Springs, Inc., if the business of Trinity Springs, Inc. is sold to an
unaffiliated third party, in which case the Seller would be entitled to
receive the appraised fair market value of the water royalty but not less
than $5 million.  The Company's Chairman has in turn guaranteed AMCON for
these payments as well as the promissory notes referred to above.  In order
to facilitate the transaction, AMCON completed a $2.5 million private
placement of Series A Convertible Preferred Stock representing 100,000 shares
at $25 per share as more fully described in Note 5.

The asset acquisition has been recorded on the Company's books using the
purchase method of accounting.  The estimated purchase price was allocated to
the assets acquired and liabilities assumed based on their estimated fair
values.  Due to the timing of the acquisition, the Company is in the process
of obtaining a valuation of certain assets acquired in the transaction.  As a
result, the following table summarizes the estimated fair values of the
assets acquired and liabilities assumed at the date of acquisition based on a
preliminary allocation of the purchase price and are subject to refinement.

<TABLE>
<Caption>                At June 17, 2004
                            ($000's)
                --------------------------------------
                <S>                               <C>
                Current assets                  $  0.5
                Fixed assets                       3.0
                Intangible assets                  7.8
                                                  ----
                     Total assets acquired        11.3
                                                  ----
                Current liabilities                0.2
                                                  ----
                     Total liabilities assumed     0.2
                                                  ----
                     Net assets acquired        $ 11.1
                                                  ====
</TABLE>
                                     8


The estimated portion of the purchase price in excess of the fair value of
the net assets acquired to be allocated to identifiable intangible assets is
approximately $7.8 million.  The identifiable intangible assets consist of a
customer list, water rights and the Trinity tradename.  The water rights and
the Trinity tradename are considered to have indefinite lives and therefore
are not amortized.   The customer list is amortized over a five year period.
Assuming the above acquisition had occurred on the first day of fiscal 2003
(September 27, 2002) unaudited pro forma consolidated sales, income (loss)
from operations, net income (loss) and net earnings (loss) per share would
have been as follows:

<TABLE>
<CAPTION>
                                       For the three months         For the nine months
                                            ended June                  ended June
                                  ----------------------------   ----------------------------
                                       2004          2003            2004           2003
                                  -------------  -------------   -------------  -------------
<S>                                       <C>           <C>            <C>           <C>

Sales                             $ 220,098,813  $ 190,972,319   $ 608,054,490  $ 567,232,969

Income (loss) from operations          (512,447)       363,936      (2,078,933)      (788,447)
Net income (loss)                      (512,447)       363,936      (2,078,933)      (788,447)

Net earnings (loss) per share:
   Basic                          $       (0.97) $        0.69   $       (3.94) $       (1.49)
   Diluted                        $       (0.97) $        0.68   $       (3.94) $       (1.49)

</TABLE>

3.  INVENTORIES:

Inventories consisted of the following at June 2004 and September 2003:

                                  June         September
                                  2004            2003
                              ------------    ------------
      Finished goods          $ 33,767,860    $ 35,877,552
      Raw materials              1,331,184         310,242
      LIFO reserve              (4,300,888)     (3,698,743)
                              ------------    ------------
                              $ 30,798,156    $ 32,489,051
                              ============    ============

The wholesale distribution and retail health food segment inventories consist
of finished products purchased in bulk quantities to be redistributed to the
Company's customers or sold at retail.  The wholesale distribution
operation's inventories are stated at the lower of cost (last-in, first-out
or "LIFO" method) or market.  The retail health food operation utilizes the
retail LIFO inventory method of accounting stated at the lower of cost (LIFO)
or market.  The beverage operation's inventories are stated at the lower of
cost (LIFO) or market and consist of raw materials and finished goods.  The
beverage operation's finished goods inventory includes materials, labor and
manufacturing overhead costs.  Raw materials inventory consists of pre-forms
used to make bottles, caps, labels and various packaging and shipping
materials.  The LIFO reserve at June 2004 and September 2003 represents the
amount by which LIFO inventories were less than the amount of such

                                     9

inventories valued on a first-in, first-out basis.  An allowance for obsolete
inventory is maintained in the retail health food segment to reflect the
expected unsaleable or non-refundable inventory based on evaluation of slow
moving products.

4.  OTHER INTANGIBLE ASSETS:

Other intangible assets at June 2004 and September 2003 consisted of the
following:
<TABLE>
<Caption>
                                                           June         September
                                                           2004            2003
                                                       ------------    ------------
<S>                                                        <C>             <C>
Trademarks and tradenames                              $ 13,360,748    $ 10,928,793
Covenants not to compete (less accumulated
  amortization of $814,223 and $724,625)                    106,002         195,600
Favorable leases (less accumulated
  amortization of $325,067 and $280,273)                    160,933         205,727
Debt issue costs (less accumulated
  amortization of $489,769 and $399,347)                          -          90,422
Water rights                                              5,245,975               -
Customer list                                               394,280               -
                                                       ------------    ------------
                                                       $ 19,267,938    $ 11,420,542
                                                       ============    ============
</TABLE>

Trademarks, tradenames and water rights are considered to have indefinite
useful lives and, therefore, no amortization is recorded on these assets.  In
Q1 2004, the beverage segment purchased the tradename Bahia/R/ for $0.3
million in connection with the purchase of inventory and other assets from
Bahia Company.  As discussed in Note 2, in June 2004, the Company acquired
the tradename Trinity/R/, water rights and a customer list from Trinity
Springs, Ltd. for $2.2 million, $5.2 million and $0.4 million, respectively.
Amortization expense for the intangible assets that are considered to have
finite lives was $66,844, $102,515, $224,814 and $306,227 for the three and
nine months ended June 2004 and 2003, respectively.

Annual amortization expense related to the amortizing intangible assets held
at June 2004 for the current year and for each of the next four years is
estimated to be as follows:

<TABLE>
<Caption>
                                Fiscal      Fiscal      Fiscal      Fiscal      Fiscal
                                 2004        2005        2006        2007        2008
                               ---------   ---------   ---------   ---------   ---------
<S>                               <C>         <C>         <C>         <C>         <C>
Covenants not to compete       $ 119,000   $  78,000   $       -   $       -   $       -
Customer list                     20,000      79,000      79,000      79,000      79,000
Favorable leases                  60,000      40,000      40,000      40,000      27,000
Debt issue costs                  90,000           -           -           -           -
                               ---------   ---------   ---------   ---------   ---------
                               $ 289,000   $ 197,000   $ 119,000   $ 119,000   $ 106,000
                               =========   =========   =========   =========   =========
</TABLE>



                                   10


5.  SHAREHOLDERS EQUITY:

In order to finance the cash portion of the purchase price paid for the
acquisition described in Note 2, the Company issued $2.5 million of Series A
Convertible Preferred Stock representing 100,000 shares at a purchase price
of $25 per share (the "Liquidation preference"). The Series A Convertible
Preferred Stock is convertible at any time by the holders into a number of
shares of AMCON common stock equal to the number of Preferred Shares being
converted times a fraction equal to $25.00 divided by the conversion price.
The conversion price is initially $30.31 per share, but is subject to
customary adjustments in the event of stock splits, stock dividends and
certain other distributions on the Common Stock. Cumulative dividends on the
Series A Convertible Preferred Stock are payable at a rate of 6.785% per
annum and are payable in arrears, when, as and if declared by the Board of
Directors, on March 31, June 30, September 30 and December 31 of each year.
Upon liquidation of the Company, the holders of the Series A Preferred Stock
are entitled to receive the Liquidation Preference plus any accrued and
unpaid dividends prior to the distribution of any amount to the holders of
the Common Stock.  The Series A Convertible Preferred Stock also contain
redemption features in certain circumstances such as a change of control,
minimum thresholds of ownership by the Chairman and his family in AMCON, or
bankruptcy.  Finally, the Series A Convertible Preferred Stock is optionally
redeemable by the Company beginning June 17, 2006 at a redemption price equal
to 112% of the Liquidation Preference. The redemption price decreases 1%
annually thereafter until June 16, 2018, after which date it remains the
liquidation preference.  These securities were issued to the Company's
Chairman and Draupnir, LLC., of which one of the Company's directors is a
member and director.

6.  DIVIDENDS:

On May 12, 2004, the Company declared a cash dividend of $0.18 per common
share payable on June 18, 2004 to shareholders of record as of May 28, 2004.

7.  EARNINGS PER SHARE:

Basic earnings per share is calculated by dividing net income by the weighted
average common shares outstanding for each period.  Diluted earnings per
share is calculated by dividing net income by the sum of the weighted average
common shares outstanding and the weighted average dilutive options, using
the treasury stock method.  Stock options outstanding at June 2004 and 2003,
which were not included in the computations of diluted earnings per share
because the option's exercise price was greater than the average market price
of the Company's common shares, totaled 31,440 with an average exercise price
of $39.75 for the three and nine months ended June 2004, and 32,390 with an
average exercise price of $43.02 for the three months ended June 2003 and
29,890 with an average exercise price of $44.46 for the nine month period
ended June 2003.








                                   11


<TABLE>
<CAPTION>
                                              For the three month period ended June
                                      -------------------------------------------------------
                                                 2004                         2003
                                      -------------------------     -------------------------
                                         Basic        Diluted          Basic        Diluted
                                      -----------   -----------     -----------   -----------
<S>                                       <C>           <C>             <C>           <C>
1.  Weighted average common
     shares outstanding                   527,671       527,671         528,159       528,159

2.  Weighted average of net
     additional shares outstanding
     assuming dilutive options and
     warrants exercised and proceeds
     used to purchase treasury stock            -         9,480               -         6,699

3.  Exclusion of the weighted average
     of net additional shares
     outstanding assuming dilutive
     options and warrants exercised
     and proceeds used to purchase
     treasury stock as their
     inclusion would be anti-dilutive           -        (9,480)              -             -
                                      -----------   -----------     -----------   -----------
4.  Weighted average number of
     shares outstanding                   527,671       527,671         528,159       534,858
                                      ===========   ===========     ===========   ===========

5.  Net income (loss)                 $  (264,760)  $  (264,760)    $   690,805   $   690,805
                                      ===========   ===========     ===========   ===========

6.  Net income (loss) per share       $     (0.50)  $     (0.50)    $      1.31   $      1.29
                                      ===========   ===========     ===========   ===========
</TABLE>
<TABLE>
<CAPTION>
                                                 For the nine month period ended June
                                      -------------------------------------------------------
                                                 2004                         2003
                                      -------------------------     -------------------------
                                         Basic        Diluted          Basic        Diluted
                                      -----------   -----------     -----------   -----------
<S>                                       <C>           <C>             <C>           <C>
1.  Weighted average common
     shares outstanding                   528,010       528,010         527,545       527,545

2.  Weighted average of net
     additional shares outstanding
     assuming dilutive options and
     warrants exercised and proceeds
     used to purchase treasury stock            -         8,123               -         9,312

3.  Exclusion of the weighted average
     of net additional shares
     outstanding assuming dilutive
     options and warrants exercised
     and proceeds used to purchase
     treasury stock as their
     inclusion would be anti-dilutive           -        (8,123)              -            -
                                      -----------   -----------     -----------   -----------
4.  Weighted average number of
     shares outstanding                   528,010       528,010         527,545       536,857
                                      ===========   ===========     ===========   ===========

5.  Net income (loss)                 $  (852,265)  $  (852,265)    $   691,993   $   691,993
                                      ===========   ===========     ===========   ===========

6.  Net earnings (loss) per share     $     (1.61)  $     (1.61)    $      1.31   $      1.29
                                      ===========   ===========     ===========   ===========
</TABLE>                                 12
8.  COMPREHENSIVE INCOME (LOSS):

The following is a reconciliation of net income (loss) per the accompanying
unaudited condensed consolidated statements of operations to comprehensive
income for the periods indicated:

<TABLE>
<CAPTION>
                                          For the three months         For the nine months
                                             ended June                  ended June
                                       -------------------------    ------------------------
                                          2004          2003           2004          2003
                                       -----------   -----------    -----------   ----------
<S>                                        <C>           <C>            <C>           <C>
Net income (loss)                      $  (264,760)  $   690,805    $  (852,265)  $  691,993

Other comprehensive income (loss):
 Unrealized holding gains (loss) from
  investments arising during the
  period, net of income tax expense
  (benefit) of $0 and $17,000
  for the three months ended June
  2004 and 2003 and $3,000 and
  $83,000 for the nine months ended
  June 2004 and 2003, respectively              -         28,194          4,216      134,709

 Reclassification adjustments for
   gains included in net income
   in prior periods, net of income
   tax expense of $32,000 and $0 for
   the three months ended June 2004
   and 2003 and $177,000 and $36,000
   for the nine months ended June 2004
   and 2003, respectively                  (51,564)            -       (288,305)     (58,374)

 Interest rate swap valuation
   adjustment, net of income tax
   expense (benefit) of $99,000 and
   ($72,000) for the three months ended
   June 2004 and 2003 and $98,000 and
   ($72,000) for the nine months ended
   June 2004 and 2003, respectively        161,821      (118,226)       159,290     (118,226)
                                       -----------   -----------    -----------   ----------
Comprehensive income (loss)            $  (154,503)  $   600,773    $  (977,064)  $  650,102
                                       ===========   ===========    ===========   ==========
</TABLE>



9.  DEBT

The Company maintains a revolving credit facility (the "Facility") with
LaSalle Bank which allows it to borrow up to $55.0 million at any time,
subject to eligible accounts receivable and inventory requirements.  As of
June 2004, the outstanding balance on the Facility was $38.0 million.  The
Facility bears interest at the bank's base rate, which was 4.00% at June
2004, or LIBOR plus 2.50%, as selected by the Company.  The Company is
required to pay an unused commitment fee equal to 0.25% per annum on the
difference between the maximum loan limit and the average monthly borrowing
for the month.  The Facility is collateralized by all of the wholesale
distribution segment's equipment, intangibles, inventories, and accounts
receivable. The Facility also restricts borrowings for intercompany advances
to Trinity Springs, Inc.

                                     13

The Company hedges its variable rate interest risk on a portion of its
borrowings under the Facility by use of interest rate swap agreements.  The
variable interest payable on notional amounts of $15.0 million is subject to
interest rate swap agreements which have the effect of converting this amount
to fixed rates ranging between 4.38% and 4.87%.  The interest rate swaps are
accounted for as cash flow hedges and resulted in no recognition of
ineffectiveness in the unaudited condensed consolidated financials statements
as the interest rate swaps' provisions matched the applicable provisions of
the hedged debt.

In connection with the acquisition discussed in Note 2, the Company incurred
additional indebtedness by issuing notes payable in the amounts of $2.8
million and $0.5 million.  The $2.8 million note bears interest at 5% and is
payable in monthly installments of $30,000 through July 1, 2009, with a
balloon payment of the remaining principal due on the same date.  The $0.5
million note bears interest at 5% and is due July 1, 2007.  The Company also
assumed long term obligations in connection with existing capital leases that
have principal monthly payments totaling $7,000 and expire at various dates
between August 2004 and February 2007.  In addition, the Company assumed the
remaining debt obligation on a warehouse with three annual payments of
$50,000 remaining through June 1, 2007.   Certain obligations incurred in
connection with the acquisition of the assets of Trinity Springs, Ltd. are
guaranteed by the Company's Chairman.

10.  BUSINESS SEGMENTS:

AMCON has three reportable business segments: the wholesale distribution of
consumer products, the retail sale of health and natural food products, and
the bottling, marketing and distribution of natural spring and geothermal
water, as well as, a natural mineral supplement and other beverage products.
The results of Trinity Springs, Inc., which was acquired in June 2004, are
included in the beverage segment due to the existence of similar economic
characteristics, the nature of production of the products, as well as, the
methods used to sell and distribute the products. The segments are evaluated
on revenue, income (loss) from operations and income (loss) before taxes.


















                                    14






<TABLE>
<CAPTION>
                             Wholesale
                               Distribution       Retail         Beverage      Other /2/    Consolidated
                               -------------    -----------    -----------    ----------    -------------
<S>                             <C>           <C>          <C>          <C>          <C>
THREE MONTHS ENDED JUNE 2004:
External revenue:
 Cigarettes                    $ 157,737,225    $         -    $         -    $        -    $ 157,737,225
 Confectionery                    15,514,033              -              -             -       15,514,033
 Health food                               -      7,957,858              -             -        7,957,858
 Tobacco, beverage & other        36,086,949              -      1,668,674       (73,679)      37,681,944
                               -------------    -----------    -----------    ----------    -------------
  Total external revenue         209,338,207      7,957,858      1,668,674       (73,679)     218,891,060

Depreciation and amortization /1/    312,493        206,418         79,445             -          598,356
Operating income (loss)            2,269,221       (271,338)    (1,653,024)      (39,156)         305,703
Interest expense                     286,853        309,924        245,483             -          842,260
Income (loss) before taxes         2,084,954       (573,576)    (1,899,979)      (39,159)        (427,760)
Total assets                      70,916,191     17,493,523     21,391,067       192,103      109,992,884
Capital expenditures, net            263,082        256,619        150,830             -          670,531


THREE MONTHS ENDED JUNE 2003:
External revenue:
 Cigarettes                    $ 135,446,471    $         -    $         -    $        -    $ 135,446,471
 Confectionery                    14,150,458              -              -             -       14,150,458
 Health food                               -      8,315,500              -             -        8,315,500
 Tobacco, beverage & other        31,010,861              -      1,025,880           (91)      32,036,650
                               -------------    -----------    -----------    ----------    -------------
  Total external revenue         180,607,790      8,315,500      1,025,880           (91)     189,949,079


Depreciation and amortization /1/    311,977        244,683         46,365             -          603,025
Operating income (loss)            2,988,164        176,946     (1,349,753)        6,187        1,821,544
Interest expense                     333,456        338,128        117,314             -          788,898
Income (loss) before taxes         2,730,841       (153,725)    (1,465,498)        6,187        1,117,805
Total assets                      60,933,876     17,661,428      9,303,572             -       87,898,876
Capital expenditures                 121,064         60,172         92,759             -          273,995


NINE MONTHS ENDED JUNE 2004:
External revenue:
 Cigarettes                    $ 440,381,292    $         -    $         -    $        -    $ 440,381,292
 Confectionery                    40,429,845              -              -             -       40,429,845
 Health food                               -     24,781,688              -             -       24,781,688
 Tobacco, beverage & other        96,259,785              -      3,704,812      (211,947)      99,752,650
                               -------------    -----------    -----------    ----------    -------------
  Total external revenue         577,070,922     24,781,688      3,704,812      (211,947)     605,345,475

Depreciation and amortization /1/    950,683        641,898        190,249             -        1,782,830
Operating income (loss)            4,852,521        228,912     (4,505,144)     (112,816)         463,473
Interest expense                     914,335        892,248        638,818             -        2,445,401
Income (loss) before taxes         4,471,267       (639,419)    (5,145,294)     (112,819)      (1,426,265)
Total assets                      70,916,191     17,493,523     21,391,067       192,103      109,992,884
Capital expenditures, net            505,142        500,331        619,177             -        1,624,650


NINE MONTHS ENDED JUNE 2003:
External revenue:
 Cigarettes                    $ 414,575,090    $         -    $         -    $        -    $ 414,575,090
 Confectionery                    37,390,510              -              -             -       37,390,510
 Health food                               -     24,713,813              -             -       24,713,813
 Tobacco, beverage & other        85,567,462              -      2,585,125      (153,091)      87,999,496
                               -------------    -----------    -----------    ----------    -------------
  Total external revenue         537,533,062     24,713,813      2,585,125      (153,091)     564,678,909

Depreciation and amortization /1/    949,931        706,950        136,038             -        1,792,919
Operating income (loss)            5,225,925        453,590     (2,443,362)      (46,685)       3,189,468
Interest expense                   1,090,500      1,049,157        297,112             -        2,436,769
Income (loss) before taxes         4,462,954       (586,167)    (2,710,109)      (46,685)       1,119,993
Total assets                      60,933,876     17,661,428      9,303,572             -       87,898,876
Capital expenditures                 575,578        369,046        760,437             -        1,705,061


</TABLE>
                                      15


/1/ Includes depreciation reported in cost of sales for the beverage segment.

/2/ Includes charges to operations incurred by discontinued operations and
intercompany eliminations.  Intersegment sales have been recorded at amounts
approximating market.

11.  RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS:

In January 2003, the Financial Accounting Standards Board ("FASB") issued
FASB Interpretation No. 46, Consolidation of Variable Interest Entities ("FIN
46"), to address perceived weaknesses in accounting for entities commonly
known as special-purpose or off-balance-sheet.  In addition to numerous FASB
Staff Positions written to clarify and improve the application of FIN 46, the
FASB recently announced a deferral for certain entities, and an amendment to
FIN 46 entitled FASB Interpretation No. 46 (revised December 2003),
"Consolidation of Variable Interest Entities" ("FIN 46R").  Since the Company
does not have any variable interest entities, this revision had no impact on
the Company.

In March 2004, the FASB issued an Exposure Draft, "Share-Based Payment - an
amendment of Statements No. 123 and 95," that addresses the accounting for
share-based payment transactions in which an enterprise receives employee
services in exchange for (a) equity instruments of the enterprise or (b)
liabilities that are based on the fair value of the enterprise's equity
instruments or that may be settled by the issuance of such equity
instruments.  The proposed Statement would eliminate the ability to account
for share-based compensation transactions using APB Opinion No. 25,
"Accounting for Stock Issued to Employees."  If finalized as drafted, the
Company would be required to record compensation expense based on the fair
value of the awards granted to employees for stock options issued after
October 1, 2005 (fiscal 2006 for the Company).  Fair value will be measured
using an acceptable fair value based pricing model.   The comment period for
the exposure draft ended on June 30, 2004 but formal guidance is yet to be
issued.  We are currently assessing the impact that this standard will have
on the Company.


12.  SUBSEQUENT EVENTS

On July 1, 2004, the Company's water bottling subsidiary in Hawaii entered
into an agreement to acquire certain assets of another water bottling company
in Hawaii for $1.2 million in cash and notes in addition to the assumption of
$0.1 million of liabilities.












                                  16



Item 2.   Management's Discussion and Analysis of Financial Condition and
          Results of Operations

FORWARD LOOKING STATEMENTS

This Quarterly Report, including the Management's Discussion and Analysis and
other sections, 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.  Forward looking statements include
information concerning the possible or assumed future results of operations
of the Company and those statements preceded by, followed by or that include
the words "future," "position," "anticipate(s)," "expect," "believe(s),"
"see," "plan," "further improve," "outlook," "should" or similar expressions.
For these statements, we claim the protection of the safe harbor for forward
looking statements contained in the Private Securities Litigation Reform Act
of 1995.  Forward-looking statements are not guarantees of future performance
or results.  They involve risks, uncertainties and assumptions.  You should
understand that the following important factors, in addition to those
discussed elsewhere in this document, could affect the  future results of the
Company and could cause those results to differ materially from those
expressed in our forward looking statements:

   - changing market conditions with regard to cigarettes,
   - changes in promotional and incentive programs offered by cigarette
     manufacturers,
   - the demand for the Company's products,
   - new business ventures,
   - domestic regulatory risks,
   - competition,
   - other risks over which the Company has little or no control, and
   - any other factors not identified herein could also have such an effect.

Changes in these factors could result in significantly different results.
Consequently, future results may differ from management's expectations.
Moreover, past financial performance should not be considered a reliable
indicator of future performance.  Any forward looking statement contained
herein is made as of the date of this document.  The Company undertakes no
obligation to publicly update or correct any of these forward looking
statements in the future to reflect changed assumptions, the occurrence of
material events or changes in future operating results, financial conditions
or business over time.














                                  17


CRITICAL ACCOUNTING POLICIES

Certain accounting policies used in the preparation of the Company's
financial statements require us to make judgments and estimates and the
financial results we report may vary depending on how we make these
judgements and estimates.  The Company's critical accounting policies are
discussed in the Company's 2003 Annual Report to Shareholders on Form 10-K
for the fiscal year ended September 26, 2003.  There have been no significant
changes with respect to these policies during the Company's third quarter of
fiscal 2004.

COMPANY OVERVIEW - THIRD FISCAL QUARTER 2004

AMCON Distributing Company ("AMCON" or the "Company") is primarily engaged in
the wholesale distribution business in the Great Plains and Rocky Mountain
regions of the United States.  In addition, AMCON operates 14 retail health
food stores and a non-alcoholic beverage business that includes natural
spring and geothermal water bottling operations in the States of Hawaii and
Idaho and a marketing and distribution operation which is focused on selling
the Company's proprietary water and other specialty beverages.  As used
herein, unless the context indicates otherwise, the term "ADC" means the
wholesale distribution segment and "AMCON" or the "Company" means AMCON
Distributing Company and its consolidated subsidiaries.

During the third quarter of fiscal 2004, the Company:

   - acquired the tradename, water rights, customer list and substantially
     all of the operating assets of Trinity Springs, Ltd. for approximately
     $11.3 million through a combination of cash and notes, the issuance of a
     15% interest in Trinity Springs, Inc. and the payments of an annual
     water royalty.

   - completed a $2.5 million private placement of Series A Convertible
     Preferred Stock and applied a portion of the proceeds to pay the cash
     consideration for the Trinity Springs, Ltd. acquisition.

   - opened a new retail health food store in Oklahoma City, OK.

   - completed a one-for-six reverse stock split as approved by the
     shareholders at the May 2004 Annual Meeting.

   - experienced a 15.2% increase in sales compared to the third quarter of
     2003 primarily due to increases in the customer base in the wholesale
     segment.

   - incurred a $1.9 million loss before income taxes in our beverage segment
     as the beverage marketing and distribution division, which was formed in
     fiscal 2003, continued to focus its efforts on developing a
     customer base in which to sell the Company's specialty beverage
     products.

   - recognized a loss per diluted share of $0.50 for the three months ended
     June 2004 compared to earnings per diluted share of $1.29 in the same
     period of the prior year.

   - declared a $0.18 per common share cash dividend.


                                    18

INDUSTRY SEGMENT OVERVIEWS

Wholesale Distribution Segment
- ------------------------------
The wholesale distribution of cigarettes has been significantly affected
during the past year due to changing promotional programs implemented by the
major cigarette manufacturers.  Reductions in these promotional programs have
caused wholesalers to react by increasing cigarette prices to retailers.
This occurred for the first time at the beginning of fiscal 2004 without a
corresponding price increase from manufacturers and occurred again at the
beginning of the second quarter of fiscal 2004.  Due to timing of recognition
of manufacturer program incentive payments, the price increase in the first
quarter provided the Company with a $0.8 million non-recurring boost in gross
profit during the first nine months of fiscal 2004.  Certain manufacturers
changed their promotional programs again for the second quarter of fiscal
2004; therefore, it is difficult to predict how these changes will impact the
Company and the industry in the future.

As a result of one of the manufacturer program changes discussed above,
certain small wholesalers filed suit against Philip Morris and RJ Reynolds
alleging unfair trade practices.  In addition, due to the heightened level of
competition in the marketplace from both a wholesale and retail perspective,
a number of wholesalers and retailers have sought bankruptcy protection, been
acquired or are on the market to be sold.  Therefore, we expect that
competition and pressure on profit margins will continue to affect both large
and small distributors and demand that distributors consolidate in order to
become more efficient.

Retail Health Food Segment
- --------------------------
Although this segment has not achieved profitability, realignment of top
management and development of a new marketing department was completed in
fiscal 2003, and operating results improved significantly in our Midwest
stores in fiscal year 2003.  A new central point-of-sale inventory control
system was implemented in the first quarter of fiscal 2004 and progress was
made in the first two quarters of 2004 as the segment incurred a minimal
loss.  However, the retail segment has experienced a decline in Q3 2004 in
sales and gross profit resulting from a planned reduction in the size of the
deli/bakery operations in the Florida stores, reduced supplement sales
resulting from unfavorable media coverage related to the government ban on
ephedra based products and a general softening of the low-carb market coupled
with continued expansion of low-carb offerings and sales through mainstream
grocery channels.  Management is currently reviewing all store locations for
opportunities to close or relocate marginally performing stores, remodel and
expand good performing stores and identify new locations for one or two
additional stores in fiscal 2005.

Beverage Segment
- ----------------
Construction of an expanded warehouse and packaging building at our plant in
Hawaii, which began in the second quarter of 2003, was completed in the first
quarter of fiscal 2004.  Our water bottling operation in Hawaii has
historically operated at a loss, however, management expects this operation
to begin generating profits by the end of the present fiscal year as the
Company expands its markets and takes advantage of its new operations.  In
June 2004, the Company acquired substantially all of the assets of Trinity
Springs, Ltd., headquartered in Sun Valley/Ketchum, Idaho, which bottled and

                              19
sold geothermal bottled water and a natural mineral supplement.  The Trinity
Springs water and mineral supplements are currently sold primarily in health
food stores and the Company plans to extend the distribution channels outside
the health food market.   The beverage marketing and distribution business
continued to incur significant losses during the third quarter of 2004 as
significant expenditures were made for product development, distribution
network development and marketing efforts to promote our portfolio of
specialty beverages.  The resulting sales were less than expected due, in
part, to grocery strikes on the West Coast during Q1 and Q2 2004 and longer
than anticipated time frame for market penetration of our new beverage
products.  We continue to expect incremental increases in sales throughout
the remainder of the fiscal year and management is taking steps to reduce on-
going operating expenses.

RESULTS OF OPERATIONS

AMCON's fiscal third quarters ended on June 25, 2004 and June 27, 2003.  For
ease of discussion, the fiscal quarters are referred to herein as June 2004
and 2003, respectively or Q3 2004 and Q3 2003, respectively.

Comparison of the three and nine month periods ended June 2004 and 2003
- -----------------------------------------------------------------------

SALES

Sales for Q3 2004 increased 15.2% to $218.9 million, compared to $189.9
million in Q3 2003.  Sales are reported net of costs associated with sales
incentives provided to retailers, totaling $3.6 million and $1.9 million, for
Q3 2004 and Q3 2003, respectively.  The change in sales by business segment
from Q3 2003 to Q3 2004 is as follows:
                                           Incr
                                          (Decr)
                                          ------
    Wholesale distribution                $ 28.7  million
    Retail health food stores               (0.3) million
    Beverage                                 0.6  million
    Intersegment eliminations               (0.1) million
                                          ------
                                          $ 28.9  million
                                          ======

Sales from the wholesale distribution business increased by $28.7 million in
Q3 2004 compared to Q3 2003.  Cigarette sales increased by $22.3 million
compared to Q3 2003, and sales of tobacco, confectionary and other products
increased by $6.4 million during the period.  Of the increase in sales of
cigarettes, $1.7 million related to price increases implemented by the
Company in response to the elimination of vendor program incentives, and
$20.6 million related to increased sales from a 13.3% increase in carton
volume, primarily from sales to new customers within our current market area.
Sales to new customers also contributed to the $6.4 million increase in sales
of tobacco, confectionary and other products.  We continue to market our full
service capabilities in an effort to differentiate our Company from
competitors who utilize pricing as their primary marketing tool.


                                  20



Sales from the retail health food segment during Q3 2004 decreased $0.3
million when compared to Q3 2003.  Sales in the new Oklahoma City store,
which opened in April 2004, were $0.3 million.  Sales declined in the
remaining stores $0.6 million primarily because of a planned reduction in the
size of the deli/bakery operations in the Florida stores, reduced supplement
sales resulting from unfavorable media coverage related to the government ban
on ephedra based products and a general softening of the low-carb market
coupled with continued expansion of low-carb offerings and sales through
mainstream grocery channels.

In the beverage segment, sales increased $0.6 million from Q3 2003 to Q3
2004.  The newly acquired water bottling operation in Idaho accounted for
$0.1 million of the sales increase in Q3 2004.  The marketing and
distribution business accounted for $0.7 million of the increase due to the
continued focus of management to increase market penetration.  Sales from our
Hawaiian Springs natural water bottling operation increased by $0.2 million
due to market penetration in the Hawaiian islands.  These increases were
offset by a $0.3 million decrease in sales from our home and office bottling
and delivery business in Hawaii which was sold in October 2003.

Sales for the nine months ended June 2004 increased to $605.3 million,
compared to $564.7 million for the same period in the prior fiscal year.
Sales changes by business segment are as follows:

                                           Incr
                                          (Decr)
                                          ------
    Wholesale distribution                $ 39.5  million
    Retail health food stores                0.1  million
    Beverage                                 1.1  million
    Intersegment eliminations               (0.1) million
                                          ------
                                          $ 40.6  million
                                          ======

Sales from the wholesale distribution business increased by $39.5 million for
the nine months ended June 2004 as compared to the same period in the prior
year.  Cigarette sales increased by $25.8 million compared to the first nine
months of fiscal 2003, and sales of tobacco, confectionary and other products
increased by $13.7 million during the period.  Of the increase in sales of
cigarettes, $4.2 million related to price increases implemented by the
Company in response to the elimination of vendor program incentives, and
$44.3 million in increased sales related to an 8.9% increase in carton
volume, primarily to new customers within our current market area.  These
increases were offset by a $22.7 million decrease in cigarette sales related
to a decrease in prices on Philip Morris and Brown & Williamson brands which
began in Q2 2003.  Although the Philip Morris price reduction program was
communicated as a temporary reduction, Philip Morris has extended the program
through September 2004 and could extend it further.  Brown & Williamson
stated that their price reduction program is permanent.  The $13.7 million
increase in sales of tobacco, confectionary and other products was
attributable primarily to new business obtained in our current market area.



                                   21




Sales from the retail health food segment during first nine months of 2004
increased $0.1 million when compared to same period in 2003.  Sales in the
new Oklahoma City store, which opened in April 2004, were $0.3 million.
Sales declined in the remaining stores $0.2 million primarily due to a
planned migration from the deli operation in the Florida stores, unfavorable
national media coverage that related to a government ban on ephedra-based
supplements and a shift in sales of low-carb products to main stream grocery
stores.

The beverage segment accounted for $3.7 million in sales for the nine months
ended June 2004, compared to $2.6 million for the same period in 2003. The
improvement is primarily due to increases in case volume of Hawaiian Natural
spring water, which was possible due to completion of plant construction and
a change to a new distributor in the Hawaii market in October 2003, and sales
of other premium beverage products which were developed or licensed for sale
late in fiscal 2003.  The acquisition of substantially all of the operating
assets of Trinity Springs, Ltd. at the end of June 2004 also contributed $0.1
million of sales for Q3 2004.  Additionally, there were no sales from our
home and office bottling and delivery business in Hawaii for the nine months
ended June 2004 because it was sold in October 2003.  Sales for the nine
months ended June 2003 totaled $0.3 million.

Intersegment sales for the nine months ended June 2004 were relatively flat
compared to the nine months ended June 2003.  Intersegment sales were
eliminated in consolidation, all of which related to beverage segment sales
to wholesale distribution.

GROSS PROFIT

Gross profit decreased 5.8% to $15.1 million in Q3 2004 from $16.0 million in
Q3 2003.  Gross profit as a percent of sales decreased to 6.9% in Q3 2004
compared to 8.4% in Q3 2003.  Gross profit by business segment is as follows:
(dollars in millions)
<TABLE>
<CAPTION>
                                             Quarter ended
                                                  June
                                            ----------------    Incr
                                             2004      2003    (Decr)
                                            ------    ------    -----
    <S>                                       <C>      <C>       <C>
    Wholesale distribution                  $ 12.1    $ 12.3    $(0.2)
    Retail health food stores                  3.0       3.4     (0.4)
    Beverage                                   0.0       0.3     (0.3)
                                            ------    ------    -----
                                            $ 15.1    $ 16.0   $ (0.9)
                                            ======    ======    =====
</TABLE>
Gross profit from our wholesale distribution business for Q3 2004 decreased
1.6% or $0.2 million compared to Q3 2003.  Gross profit increased by $1.7
million in Q3 2004, compared to Q3 2003, from cigarette price increases
implemented during Q1 and Q2 2004 in response to the elimination of vendor
program incentive payments that the Company has historically received.  In
addition, gross profit increased in Q3 2004 by $1.3 million due to increased


                                     22


sales of all products to new customers, as compared to Q3 2003.  These
increases in gross profit were more than offset by a $0.1 million increase
to cost of sales in Q3 2004 as compared to a decrease to cost of sales of
$1.3 million in Q3 2003 related to the LIFO reserve, decreases in incentive
allowances received primarily from cigarette manufacturers of $1.5 million
and a $0.3 million decrease in the margin related to the Company's private
label cigarettes.

Gross profit for the retail health food segment decreased to $3.0 million in
Q3 2004 as compared to $3.4 million in Q3 2003.  The decrease in sales in the
retail segment resulted in a lower margin contribution of $0.2 million for Q3
2004.  In addition, the retail segment increased its LIFO reserve by $0.2
million in Q3 2004 as compared to Q3 2003 which also decreased gross margin.

The beverage segment had no gross profit in Q3 2004 compared to $0.3 million
of gross profit in Q3 2003.  The decrease is primarily the result of the lack
of sales sufficient to cover related inventory carrying costs that are
charged to cost of sales as incurred and a $0.2 million decrease in gross
margin related to our home and office bottling and delivery business which
was sold in October 2003.

Gross profit as a percentage of sales decreased primarily due to a reduction
in cigarette manufacturer incentive payments in the wholesale segment, higher
cost of sales charges related to increases in the LIFO reserves in Q3 2004 as
compared to Q3 2003 and significant inventory carrying costs in the beverage
business.

For the nine months ended June 2004, gross profit increased 0.1% to $43.8
million from $43.7 million for the same period during the prior fiscal year.
Gross profit as a percent of sales decreased to 7.2% for the nine month
period ended June 2004 as compared to 7.7% for the nine month period ended
June 2003.  Gross profit by business segment is as follows (dollars in
millions):

<TABLE>
<CAPTION>
                                           Nine months ended
                                                 June
                                           ----------------    Incr
                                            2004      2003    (Decr)
                                           ------    ------    -----
    <S>                                      <C>      <C>       <C>
    Wholesale distribution                 $ 33.8    $ 33.3    $ 0.5
    Retail health food stores                 9.8       9.9     (0.1)
    Beverage segment                          0.2       0.6     (0.4)
    Intersegment elimination                  0.0      (0.1)     0.1
                                           ------    ------    -----
                                           $ 43.8    $ 43.7    $ 0.1
                                           ======    ======    =====
</TABLE>
Gross profit from our wholesale distribution business for the nine months
ended June 2004 increased approximately $0.5 million, as compared to the
prior year.  Gross profit of $3.9 million was generated from cigarette price
increases implemented during Q1 and Q2 2004 in response to the elimination of
vendor program incentive payments that the Company historically received.

                                      23


Because vendor programs incentive payments are generally received and
recognized by the Company in the quarter following the period in which the
related cigarette sales were made, as that is when it is estimable, gross
profit during the nine months ended June 2004 includes both the normal vendor
program incentive payments relating to Q4 2003 but received during Q1 2004 of
approximately $0.8 million, and the amount earned from the price increases
that were implemented to replace vendor program incentive payments.  This
increase in gross profit was partially offset by a decrease of $0.8 million
in incentive payments received on our private label cigarettes, a decrease in
incentive allowances received from manufacturers of approximately $4.4
million (net of amounts paid to customers) and a $1.3 million larger charge
to cost of sales for the first nine months in 2004 as compared to the first
nine months in 2003 related to the change in the required LIFO reserve
balance.  The remainder of the increase in gross profit of $3.1 million was
primarily due to increased sales in all products to new customers.  The
Company expects that gross profit related to private label cigarettes will
decrease by up to $1.0 million in fiscal 2004, as compared to fiscal 2003 and
will no longer represent a significant source of gross profit for the
Company.

Gross profit for the retail health food segment decreased $0.1 million
compared with the nine months ended June 2003 primarily due to a $0.1 million
increase in the LIFO reserve compared to the first nine months of the prior
year.

Gross profit from the beverage segment decreased $0.4 million during the nine
months ended June 2004, compared to the nine months ended June 2003,
primarily due to significant inventory carrying costs incurred during 2004
and a decrease of $0.2 million in gross profit from our home and office
bottling and delivery business in Hawaii which was sold in October 2003.

Gross profit from intersegment sales for the nine month periods in 2004 and
2003 was minimal and eliminated in consolidation.  The intersegmental gross
profit relates to beverage segment sales to wholesale distribution.

OPERATING EXPENSE

Total operating expense, which includes selling, general and administrative
expenses and depreciation and amortization, increased 4.1% or approximately
$0.6 million to $14.8 million in Q3 2004 compared to Q3 2003.  The largest
increase was in the wholesale business which increased $0.5 million due to
higher operating expenses relating to new business and higher delivery and
health insurance costs.

For the nine month period ended June 2004, total operating expense increased
6.9% or approximately $2.8 million to $43.3 million compared to the same
period in the prior fiscal year.  The increase was primarily due to expenses
associated with the beverage segment which accounted for $1.7 million of the
increase, primarily due to the formation of the beverage marketing and
distribution business late in Q1 2003. The wholesale distribution segment
incurred additional operating costs of $0.9 million during the nine months
ended June 2004, primarily related to new business and increased delivery
costs, health insurance and bad debts, as compared to the same prior year
period.  Total operating expenses in our retail segment were relatively flat
for the nine months ended June 2004, compared to the same period in the prior
year.

                                    24

As a result of the above, income from operations for Q3 2004 decreased by
$1.5 million to $0.3 million, as compared to Q3 2003.  Income from operations
for the nine months ended June 2004 decreased by $2.7 million to $0.5
million.

INTEREST EXPENSE

Interest expense for Q3 2004 was $0.8 million, an increase of 6.8% when
compared to Q3 2003.  The increase was primarily due to additional borrowing
on the Company's revolving line of credit to support operations.

Interest expense for the nine months ended June 2004 was relatively flat
compared with the same period in the prior year.  The increase in interest
expense in Q3 2004 was offset by decreases in interest expense earlier in
fiscal 2004 resulting from the Company's ability to select LIBOR as a
borrowing rate being reinstated in Q3 2003.

OTHER

Other income for Q3 2004 and Q3 2003 of $0.1 million was generated primarily
from gains on sales of available-for-sale securities and interest income on
tax refunds.

Other income for the nine months ended June 2004 of $0.6 million was
generated primarily from gains on sales of available-for-sale securities, as
well as, interest income, dividends and royalty payments.  Included in other
income for the nine months ended June 2003 of approximately $0.4 million is
$0.1 million received from a settlement related to a former distribution
facility, $0.1 million from gains on sales of available-for-sale securities
and $0.1 million in interest on income tax refunds, as well as, interest
income and dividends on investment securities.

As a result of the above factors, net income (loss) for the three and nine
months ended June 2004 was ($0.3) million and ($0.9) million, respectively
compared to $0.7 million for both the three and nine months ended June 2003.

LIQUIDITY AND CAPITAL RESOURCES

The Company requires cash to pay its operating expenses, purchase inventory,
make capital investments and pay dividends.  In general, the Company finances
these cash needs from the cash flow generated by its operating activities and
from borrowings, as necessary.  During the nine months ended June 2004, the
Company generated cash flow of approximately $2.3 million from operating
activities, primarily through increases in accounts payable and accrued
expenses resulting primarily from extended terms received on product
promotions and vendor payment incentives.  Cash of $3.7 million was utilized
during the nine months ended June 2004 for capital expenditures and the
Company's acquisition of the tradename, water rights and other operating
assets from Trinity Springs, Ltd.  These expenditures were partially offset
by the sales of certain fixed assets and available-for-sale securities which
generated a net cash inflow during the period of $0.6 million.  The Company
generated net cash of $2.5 million from financing activities primarily from
the private placement of Series A Convertible Preferred Stock, which was
offset by $1.3 million in cash used to pay down long-term debt and

                                     25



subordinated debt during the period and $0.3 million to pay dividends and
retire fractional shares of common stock resulting from the one-for-six
reverse stock split.

The Company's primary source of borrowing for liquidity purposes is its $55.0
million revolving credit facility with LaSalle Bank (the "Facility").  The
Facility allows ADC to borrow up to $55.0 million at any time through June
2005, subject to eligible accounts receivable and inventory requirements. As
of June 2004, the outstanding balance on the Facility was $38.0 million.  The
Facility bears interest at a variable rate equal to the bank's base rate,
which was 4.00% at June 2004, or LIBOR plus 2.50%, as selected by the
Company.  The Facility also restricts borrowing for intercompany advances to
Trinity Springs, Inc.  The Company hedges its variable rate risk on $15.0
million of its borrowings under the Facility by use of interest rate swap
agreements. These swap agreements have the effect of converting the interest
on this amount of debt to fixed rates ranging between 4.38% and 4.87% per
annum.

In June 2004 the Company completed a $2.5 million private placement of Series
A Convertible Preferred Stock representing 100,000 shares at $25 per share
which was primarily used to fund the acquisition of Trinity Springs, Ltd.

As of June 2004, the Company had cash on hand of $0.7 million and working
capital (current assets less current liabilities) of approximately $22.6
million.  This compares to cash on hand of $0.7 million and working capital
of $20.0 million as of September 2003.  The Company's ratio of debt to equity
decreased to 3.29 at June 2004 compared to 3.45 at September 2003.  For the
first six months of 2004 the Company was paying down the outstanding balance
on the Facility.  Subsequently, the Company increased borrowing on the
Facility to fund the beverage operations and used a combination of cash
raised from the issuance of preferred stock discussed above and other debt to
fund the acquisition of the tradename, water rights and operating assets of
Trinity Springs, Ltd.

The Company believes that funds generated from operations, supplemented as
necessary with funds available under the Facility, will provide sufficient
liquidity for the operation of its wholesale distribution segment.  However,
$6.8 million of subordinated debt related to The Healthy Edge, Inc.'s
acquisition of Health Food Associates in September 1999 is due in September
2004.  The Facility does not have sufficient availability to allow the
Company to fund this obligation on behalf of The Healthy Edge, Inc.  In
addition, the Company's beverage segment is expected to require additional
funding through fiscal 2005 and the Company believes that there may not be
sufficient availability on the Facility to fund those operations.  Management
is presently negotiating with investors to privately place subordinated debt
or preferred stock to provide funding for these purposes.  Although
management is optimistic that such financing will be committed, the ultimate
outcome of this financing is not certain at this time.  Without such
refinancing, the Company would be in default of the subordinated debt, which
could potentially result in the loss of the stock of Health Food Associates,
which collateralizes the debt.


                                     26





The following table summarizes our outstanding contractual obligations and
commitments as of fiscal year end 2003.  Other than the issuance of long-term
debt totaling $3.5 million and the agreement to pay future royalties in
connection with the Trinity Springs, Ltd. acquisition, as noted in the table
below, there have been no significant changes to debt or contractual
obligations since September 2003.  (Amounts in thousands):

<TABLE>
<CAPTION>
                                               Payments Due By Period
                        --------------------------------------------------------------------
Contractual                         Fiscal    Fiscal    Fiscal   Fiscal   Fiscal
Obligations               Total      2004      2005      2006     2007     2008   Thereafter
- ------------------      ---------  --------  --------  -------  -------  -------  ----------
<S>                         <C>       <C>       <C>      <C>      <C>      <C>        <C>

Long-term debt          $  49,301  $ 14,927  $ 28,180  $ 6,194  $     -  $     -   $       -

Long-term debt - Trinity    3,464        54       267      281      796      261       1,805

Subordinated debt           8,739     7,763       976        -        -        -           -

Minimum water royalty
 payments                   7,798       206       288      288      288      288       6,440

Capital lease               1,701       421       489      486      284       21           -

Operating leases           22,981     5,150     4,616    3,829    2,269    1,617       5,500
                        ---------  --------  --------  -------  -------  -------   ---------

Total                   $  93,984  $ 28,521  $ 34,816  $11,078  $ 3,637  $ 2,187   $  13,745
                        =========  ========  ========  =======  =======  =======   =========

                          Total
Other Commercial         Amounts    Fiscal    Fiscal    Fiscal   Fiscal   Fiscal
Commitments             Committed    2004      2005      2006     2007     2008   Thereafter
- ------------------      ---------  --------  --------  -------  -------  -------  ----------

Lines of credit         $  59,750  $  4,750  $ 55,000  $     -  $     -  $     -   $       -

Letters of credit             967       967         -        -        -        -           -
                        ---------  --------  --------  -------  -------  -------   ---------

Total                   $  60,717  $  5,717  $ 55,000  $     -  $     -  $     -   $       -
                        =========  ========  ========  =======  =======  =======   =========
</TABLE>

CERTAIN ACCOUNTING CONSIDERATIONS

In March 2004, the FASB issued an Exposure Draft, "Share-Based Payment - an
amendment of Statements No. 123 and 95 ", that addresses the accounting for
share-based payment transactions in which an enterprise receives employee
services in exchange for (a) equity instruments of the enterprise or (b)
liabilities that are based on the fair value of the enterprise's equity
instruments or that may be settled by the issuance of such equity
instruments.  The proposed Statement would eliminate the ability to account
for share-based compensation transactions using APB Opinion No. 25,
"Accounting for Stock Issued to Employees."  If finalized as drafted, the
Company would be required to record compensation expense based on the fair
value of the awards granted to employees for stock options issued after
October 1, 2005 (fiscal 2006 for the Company).  Fair value will be measured
using an acceptable fair value based pricing model.  The comment period for
the exposure draft ended on June 30, 2004 but formal guidance is yet to be
issued.  We are currently assessing the impact that this standard will have
on the Company.

                                   27


OFF-BALANCE SHEET ARRANGEMENTS

The Company does not have any off-balance sheet arrangements that have or are
reasonably expected to have a material effect on the Company's financial
position or results of operations.

Item 3.   Quantitative and Qualitative Disclosures About Market Risk

The Company is exposed to interest rate risk on its variable rate debt.  At
June 2004, we had $27.7 million of variable rate debt outstanding (excluding
$15.0 million variable rate debt which is fixed through the swaps described
below), with maturities through June 2005.  The interest rates on this debt
ranged from 3.60% to 6.75% at June 2004.  We have the ability to select the
bases on which our variable interest rates are calculated on the Facility by
selecting an interest rate based on our lender's base interest rate or based
on LIBOR.  This provides management with some control of our variable
interest rate risk.  We estimate that our annual cash flow exposure relating
to interest rate risk based on our current borrowings is approximately $0.2
million for each 1% change in our lender's prime interest rate.

In June 2003, the Company entered into two interest rate swap agreements with
a bank in order to mitigate the Company's exposure to interest rate risk on
this variable rate debt.  Under the agreements, the Company agrees to
exchange, at specified intervals, fixed interest amounts for variable
interest amounts calculated by reference to agreed-upon notional principal
amounts of $10.0 million and $5.0 million.  The interest rate swaps
effectively convert $15.0 million of variable-rate senior debt to fixed-rate
debt at rates of 4.87% and 4.38% on the $10.0 million and $5.0 million
notional amounts through the maturity of the swap agreements on June 2, 2006
and 2005, respectively.  These interest rate swap agreements have been
designated as hedges and are accounted for as such for financial accounting
purposes.

We do not utilize financial instruments for trading purposes and hold no
derivative financial instruments other than the interest rate swaps which
could expose us to significant market risk.

During Q3 2004,the Company sold its remaining 5,000 shares of common stock of
Consolidated Water Company Limited ("CWCO") a public company traded on the
NASDAQ National Market and realized a gain of $0.1 million.  The Company is,
therefore, no longer exposed to market risk relating to this investment.

Item 4.   Controls and Procedures

The Company maintains disclosure controls and procedures (as defined in Rules
13a-15(e) and 15d-15(e) under the Exchange Act) that are designed to ensure
that information required to be disclosed in the Company's reports under the
Exchange Act is recorded, processed, summarized and reported within the time
periods specified in the rules and forms of the Securities and Exchange
Commission, and that such information is accumulated and communicated to the
Company's management, including its Chief Executive Officer and Chief
Financial Officer, as appropriate, to allow timely decisions regarding
required disclosures.  Any controls and procedures, no matter how well
designed and operated, can provide only reasonable assurance of achieving the

                                    28



desired control objectives.  The Company's management, including the
Company's Principal Executive Officer and Chief Financial Officer, reviewed
and evaluated the effectiveness of the design and operation of the Company's
disclosure controls and procedures as of the end of the period covered by
this report.  Based on that evaluation and subject to the foregoing, the
Principal Executive Officer and Chief Financial Officer have concluded that
the Company's current disclosure controls and procedures, as designed and
implemented provided reasonable assurance that the disclosure controls and
procedures are effective as of the end of the period covered by this report.
There have been no significant changes in the Company's internal controls or
in other factors that could significantly affect the Company's internal
controls subsequent to the date of their evaluation.  There were no
significant material weaknesses identified in the course of such review and
evaluation and, therefore, no corrective measures were taken by the Company.

PART II - OTHER INFORMATION

Item 1.  Legal Proceedings

AMCON announced in May 2004 that it was filing suit against Trinity Springs,
Ltd. in order to obtain an order from the United States District Court for
the District of Idaho declaring that a majority of the votes entitled to be
cast by the shareholders of Trinity Springs, Ltd. were cast in favor of the
sale of substantially all of its assets to AMCON's subsidiary, TSL
Acquisition Corp. and thereby satisfied the shareholder approval condition of
the asset purchase transaction.  Subsequent to AMCON's filing of its lawsuit,
the Inspectors of Election and the Board of Directors of Trinity Springs,
Ltd. certified the shareholder voting results in favor of the asset purchase
transaction.

After the certification of the voting results, certain minority shareholders
filed a complaint and motion for injunctive relief in the District Court of
the Fifth Judicial District of the State of Idaho.  The Court granted a
temporary restraining order on June 11, 2004, which prevented the closing of
the asset purchase transaction until the Court had an opportunity to receive
additional briefing on the issues presented and the parties could be heard by
the Court.  On June 16, 2004, the Court heard arguments on whether to extend
the temporary restraining order and grant the minority shareholders' motion
for preliminary injunction.  As a result of the parties' briefing and the
arguments presented, the Court dissolved the temporary restraining order and
thereby enabled the asset sale transaction to be consummated.

On July 19, 2004, without having requested or been granted permission by the
Court, several of the same minority shareholders, along with some additional
shareholders filed an amended complaint in the same Idaho state court action.
While it is questionable whether the amended complaint was properly filed,
the amended pleading raises claims of fiduciary breaches by the directors of
Trinity Springs, Ltd. and again alleges that the asset sale transaction did
not receive the requisite approval by the shareholders of Trinity Springs,
Ltd.  The minority shareholders' amended complaint seeks (I) a declaration
that the asset sale transaction is void and injunctive relief rescinding that
transaction or, alternatively, that a new shareholder vote on the asset sale
transaction be ordered, (ii) damages for the alleged breaches of fiduciary
duty which are claimed to have arisen out of the disclosure made in
connection with the solicitation of proxies, how the votes were counted, and

                                    29



conducting the closing without the requisite shareholder vote, and
(iii) imposition of a constructive trust on the sale proceeds and requiring
separate books to be maintained.  AMCON continues to believe that the
shareholders of Trinity Springs, Ltd. approved the sale of assets to the
Company in accordance with applicable law and that the asset sale transaction
was properly completed.

Item 2.   Changes in Securities, Use of Proceeds and Issuer Purchases of
          Equity Securities

The Company made no repurchases of its common stock during the three and
nine-month periods ended June 25, 2004.  However, in May 2004, the
shareholders approved and the Company effected a one-for-six reverse stock
split of the outstanding shares of its common stock.  Shareholders who held
fewer than six shares of AMCON's common stock immediately prior to the
reverse stock split received a cash payment in exchange for their remaining
fractional shares after the reverse stock split.  As a result, the Company
paid $26,328 for approximately 960 post reverse split common shares.  All
common stock share and per share data (except par value) for all periods
presented have been adjusted to reflect the reverse stock split.

In June 2004, the Company completed a $2.5 million private placement of
Series A Convertible Preferred Stock representing 100,000 shares at $25 per
share which was primarily used to fund the acquisition of Trinity Springs,
Ltd.   The Series A Convertible Preferred Stock is senior to the Company's
outstanding common stock and provides for preferential treatment for
preferred shareholders in the event of distributions, proceeds upon
liquidation of the Company or the redemption of the stock.

In connection with the acquisition of Trinity Springs, Ltd., the Company
issued 16,666 unregistered common shares of TSL Acquisition Corp. (a
consolidated subsidiary of the Company which subsequently changed its name to
Trinity Springs, Inc.)  These shares are convertible into the same number of
shares of AMCON Distributing Company at the election of the shareholder.

Item 4.   Submission of Matters to a Vote of Security Holders

The Company held its Annual Meeting of Stockholders on May 11, 2004 for the
purpose of electing three directors, ratifying the appointment of its
auditors and amending the Certificate of Incorporation of the Company to
effect a one-for-six reverse stock split of the Company's common stock.

The following sets forth the results of the election of directors:

NAME OF NOMINEE             FOR                 WITHHELD
Mr. William F. Wright   2,335,612  99.6%         9,170
Mr. William R. Hoppner  2,335,739  99.6%         9,043
Mr. Stanley J. Mayer    2,335,739  99.6%         9,043

There was no solicitation in opposition to the nominees proposed to be
elected by the Stockholders in the Proxy Statement.  In addition to the
directors elected at the Annual Meeting, the following directors continued
their term of office: Kathleen M. Evans, Timothy R. Pestotnik, Tony Howard,
Allen D. Petersen, Raymond F. Bentele and John R. Loyack.

                                      30




The ratification of the appointment of Deloitte & Touche LLP as independent
auditors for the Company for the fiscal year ending September 24, 2004 was
approved by the Stockholders with 2,240,547 votes FOR (95.6% of votes cast),
96,916 votes AGAINST, and 7,319 votes ABSTAINED.

The proposal to amend the Certificate of Incorporation of the Company to
effect a one-for-six reverse stock split of the Company's common stock was
approved with 2,238,231 votes FOR (72.1% of total shares outstanding), 55,908
votes AGAINST, and 5,643 votes ABSTAINED OR BROKER NON-VOTES.

Item 6.   Exhibits and Reports on Form 8-K

(a) EXHIBITS

2.1  Fifth Amended and Restated Agreement and Plan of Merger dated September
     27, 2001 by and between AMCON Distributing Company, AMCON Merger Sub,
     Inc. and Hawaiian Natural Water Company Inc. (incorporated by reference
     to Exhibit 2.1 of AMCON's Registration Statement on Form S-4
     (Registration No. 333-71300) filed on November 13, 2001)

2.2  Assets Purchase and Sale Agreement by and between Food For Health
     Company, Inc., AMCON  Distributing Company and Tree of Life, Inc. dated
     March 8, 2001 (incorporated by reference to  Exhibit 2.1 of AMCON's
     Current Report on Form 8-K filed on April 10, 2001)

2.3  Amendment to Assets Purchase and Sale Agreement by and between Food For
     Health Company, Inc., AMCON Distributing Company and Tree of Life, Inc.
     effective March 23, 2001 (incorporated by reference to Exhibit 2.2 of
     AMCON's Current Report on Form 8-K filed on April 10, 2001)

2.4  Asset Purchase Agreement, dated February 8, 2001, between AMCON
     Distributing Company, Merchants Wholesale Inc. and Robert and Marcia
     Lansing (incorporated by reference to Exhibit 2.1 of AMCON's Current
     Report on Form 8-K filed on June 18, 2001)

2.5  Addendum to Asset Purchase Agreement, dated May 30, 2001, between AMCON
     Distributing Company, Merchants Wholesale Inc. and Robert and Marcia
     Lansing (incorporated by reference to Exhibit 2.2 of AMCON's Current
     Report on Form 8-K filed on June 18, 2001)

2.6  Real Estate Purchase Agreement, dated February 8, 2001, between AMCON
     Distributing Company and Robert and Marcia Lansing (incorporated by
     reference to Exhibit 2.3 of AMCON's Current Report on Form 8-K filed on
     June 18, 2001)

2.7  Addendum to Real Estate Purchase Agreement, dated May 30, 2001, between
     AMCON Distributing Company and Robert and Marcia Lansing (incorporated
     by reference to Exhibit 2.4 of AMCON's Current Report on Form 8-K filed
     on June 18, 2001)

2.8  Asset Purchase Agreement, dated April 24, 2004, between TSL Acquisition
     Corp., AMCON Distributing Company and Trinity Springs, Ltd.

2.9  First Amendment to Asset Purchase Agreement dated June 17, 2004 between
     TSL Acquisition Corp., AMCON Distributing Company and Trinity Springs,
     Ltd.

                                    31

3.1  Restated Certificate of Incorporation of the Company, as amended May
     11, 2004

3.2  Bylaws of the Company (incorporated by reference to Exhibit 3.2 of
     AMCON's Registration Statement on Form S-1 (Registration No. 33-82848)
     filed on August 15, 1994)

3.3  Second Corrected Certificate of Designations, Preferences and Rights of
     Series A Preferred Securities of AMCON Distributing Company dated August
     5, 2004.

4.1  Specimen Common Stock Certificate (incorporated by reference to Exhibit
     4.1 of AMCON's Registration Statement on Form S-1 (Registration No.
     33-82848) filed on August 15, 1994)

4.2  Specimen Series A Convertible Preferred Stock Certificate

4.3  Securities Purchase Agreement dated June 17, 2004 between AMCON
     Distributing Company, William F. Wright and Draupnir, LLC.

10.1  Loan and Security Agreement, dated June 1, 2001, between the Company
      and LaSalle National Bank (incorporated by reference to Exhibit 10.3
      on Form 10-Q filed on August 13, 2001)

10.2  Sixth Amendment to Loan and Security Agreement dated June 28, 2004
      between the Company and LaSalle Bank.

10.3  ISDA Master Agreement, dated as of December 22, 2000 between  LaSalle
      Bank National Association and Merchants Wholesale Inc., as assumed by
      the Company on June 1, 2001 (incorporated by reference to Exhibit 10.4
      on Form 10-Q/A filed on October 4, 2001)

10.4  Secured Promissory Note, dated as of May 30, 2001 between the Company
      and Gold Bank (incorporate by reference to Exhibit 10.5 on Form 10-Q/A
      filed on October 4, 2001)

10.5  8% Convertible Subordinated Note, dated September 15, 1999 by and
      between Food For Health Company Inc. and Eric Hinkefent, Mary Ann
      O'Dell, Sally Sobol, and Amy Laminsky (incorporated by reference to
      Exhibit 10.1 of AMCON's Current Report on Form 8-K filed on September
      30, 1999)

10.6  Secured Promissory Note, dated September 15, 1999, by and between Food
      For Health Company, Inc. and James C. Hinkefent and Marilyn M.
      Hinkefent, as trustees of the James C. Hinkefent Trust dated July 11,
      1994, as amended, Eric Hinkefent, Mary Ann O'Dell, Sally Sobol, and
      Amy Laminsky (incorporated by reference to Exhibit 10.2 of AMCON's
      Current Report on Form 8-K filed on September 30, 1999)

10.7  Pledge Agreement, dated September 15, 1999, by and between Food For
      Health Company, Inc. and James C. Hinkefent and Marilyn M. Hinkefent,
      as trustees of the James C. Hinkefent Trust dated July 11, 1994, as
      amended, Eric Hinkefent, Mary Ann O'Dell, Sally Sobol, and Amy
      Laminsky (incorporated by reference to Exhibit 10.3 of AMCON's Current
      Report on Form 8-K filed on September 30, 1999)

                                  32


10.8  First Amended and Restated AMCON Distributing Company 1994 Stock
      Option Plan (incorporated by reference to Exhibit 10.17 of AMCON's
      Current Report on Form 10-Q filed on August 4, 2000)

10.9  AMCON Distributing Company Profit Sharing Plan (incorporated by
      reference to Exhibit 10.8 of  Amendment No. 1 to the Company's
      Registration Statement on Form S-1 (Registration No. 33-82848) filed
      on November 8, 1994)

10.10  Employment Agreement, dated May 22, 1998, between the Company and
       William F. Wright (incorporated by reference to Exhibit 10.14 of
       AMCON's Quarterly Report on Form 10-Q filed on August 6, 1998)

10.11  Employment Agreement, dated May 22, 1998, between the Company and
       Kathleen M. Evans (incorporated by reference to Exhibit 10.15 of
       AMCON's Quarterly Report on Form 10-Q filed on August 6, 1998)

10.12  ISDA Master Agreement, dated as of May 12, 2003 between the Company
       and LaSalle Bank National Association (incorporated by reference to
       Exhibit 10.13 of AMCON's Quarterly Report on Form 10-Q filed on
       August 11, 2003)

10.13  Swap Transaction Confirmation ($10,000,000) dated as of May 23, 2003
       between the Company and LaSalle Bank National Association
       (incorporated by reference to Exhibit 10.14 of AMCON's Quarterly
       Report on Form 10-Q filed on August 11, 2003)

10.14  Swap Transaction Confirmation ($5,000,000) dated as of May 23, 2003
       between the Company and LaSalle Bank National Association
       (incorporated by reference to Exhibit 10.15 of AMCON's Quarterly
       Report on Form 10-Q filed on August 11, 2003)

10.15  Promissory Note ($2,828,440), dated as of June 17, 2004 between the
       Company and Trinity Springs, Ltd.

10.16  Promissory Note ($500,000), dated as of June 17, 2004 between the
       Company and Trinity Springs, Ltd.

10.17  Security Agreement, dated June 17, 2004 by and between TSL Acquisition
       Corp., AMCON Distributing Company and Trinity Springs, Ltd.

10.18  Shareholders Agreement, dated June 17,2004, by and between TSL
       Acquisition Corp, AMCON Distributing Company and Trinity Springs,
       Ltd.

10.19  Guaranty and Suretyship Agreement, dated June 17, 2004, by and between
         AMCON Distributing Company and Trinity Springs, Ltd.

10.20  Mortgage, dated June 17, 2004, by and between TSL Acquisition
         Corp., AMCON Distributing Company and Trinity Springs, Ltd.

11.1   Statement re: computation of per share earnings (incorporated by
       reference to footnote 7 to the financial statements which are
       incorporated herein by reference to Item 1 of Part I herein)


                                  33


14.1   Code of Ethics for Principal Executive and Financial Officers
       (incorporated by reference to Exhibit 14.1 of AMCON's Annual Report on
       Form 10-K filed on December 24, 2003)

31.1   Certification by William F. Wright, Chairman and Principal Executive
       Officer, furnished pursuant to section 302 of the Sarbanes-Oxley Act

31.2   Certification by Michael D. James, Vice President and Chief Financial
       Officer, furnished pursuant to section 302 of the Sarbanes-Oxley Act

32.1   Certification by William F. Wright, Chairman and Principal Executive
       Officer, furnished pursuant to section 906 of the Sarbanes-Oxley Act

32.2   Certification by Michael D. James, Vice President and Chief Financial
       Officer, furnished pursuant to section 906 of the Sarbanes-Oxley Act

(b)  REPORTS ON FORM 8-K

On April 26, 2004, the Company filed a report on Form 8-K announcing the
execution of an asset purchase agreement relating to the acquisition of
Trinity Springs, Ltd. under Item 5, Other Events and Regulation FD
Disclosure.  Reference was made to a press release therewith as Exhibit 99.1.

On May 14, 2004, the Company furnished a report on Form 8-K announcing its
earnings for the second quarter ended March 26,2004 under Item 12, Results of
Operation and Financial Condition.  Reference was made to a press release
therewith as exhibit 99.1.

On May 26, 2004, the Company filed a report on Form 8-K announcing that the
Company was seeking a judicial determination of the approval of the Company's
acquisition of Trinity Springs, Ltd. under Item 5, Other Events and
Regulation FD Disclosure.  Reference was made to a press release therewith as
Exhibit 99.1.

On June 18, 2004, the Company filed a report on Form 8-K announcing the
completion of the acquisition of substantially all of the assets on Trinity
Springs, LTD. under Item 2, Acquisition or Disposition of Assets.


















                                   34



                              SIGNATURES

Pursuant to the requirements of the Securities 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:     August 9, 2004          /s/ William F. Wright
          ----------------        -----------------------------
                                  William F. Wright
                                  Chairman of the Board and
                                    Principal Executive Officer


Date:     August 9, 2004          /s/ Michael D. James
          ----------------        -----------------------------
                                  Michael D. James
                                  Treasurer & CFO and
                                    Principal Financial and
                                    Accounting Officer







                                   35



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-2.8
<SEQUENCE>2
<FILENAME>ex28trinpurchagmnt.txt
<DESCRIPTION>ASSET PURCAHSE AGREEMENT FOR TRINITY
<TEXT>




                          EXHIBIT 2.8





                   ASSET PURCHASE AGREEMENT


                          dated as of


                        April 24, 2004


                            among


                      TSL ACQUISITION CORP.


                   AMCON DISTRIBUTING COMPANY


                             and


                      TRINITY SPRINGS, LTD.























                     ASSET PURCHASE AGREEMENT


This Asset Purchase Agreement ("Agreement") is dated April 24, 2004
("Agreement Date"), by and among TSL Acquisition Corp., a Delaware
corporation ("Buyer"); AMCON Distributing Company, a Delaware
corporation ("AMCON"); and Trinity Springs, Ltd., an Idaho corporation
("Seller").

                             RECITALS

   A.  Seller desires and intends to sell substantially all of its
Assets (but excluding the Excluded Assets) at the price and on the
terms and conditions herein set forth.

   B.  Buyer desires and intends to purchase substantially all the
Assets (but excluding the Excluded Assets) and to assume certain of
the liabilities relating to the Assets, at the price and on the terms
and conditions herein set forth.

The parties, intending to be legally bound, agree as follows:

                             ARTICLE 1
                      DEFINITIONS AND USAGE

1.1  DEFINITIONS

   (a)  In addition to any other terms defined in this Agreement, the
terms (and variations thereof) set forth in Appendix A (which is
incorporated herein by reference) shall have the meanings specified or
referred to in Appendix A.

   (b)  Accounting Terms and Determinations.  Unless otherwise
specified herein (including Appendix A), all accounting terms used
herein shall be interpreted and all accounting determinations
hereunder shall be made in accordance with GAAP.

                             ARTICLE 2

       SALE AND TRANSFER OF ASSETS; ISSUANCE OF STOCK; CLOSING

2.1  ASSETS TO BE SOLD; ISSUANCE OF SELLER STOCK

Upon the terms and subject to the conditions set forth in this
Agreement, at the Closing, but effective as of the Effective Time,
Seller shall sell, convey, assign, transfer and deliver to Buyer, and
Buyer shall purchase and acquire from Seller, free and clear of any
Encumbrances other than Permitted Encumbrances, all of Seller's right,
title and interest in and to all of Seller's property and assets,
real, personal or mixed, tangible and intangible, of every kind and
description, wherever located, including the following (but excluding
the Excluded Assets):



   (a)  all Real Property and Real Property Leases, including the Real
Property and Real Property Leases described in Schedules 3.6 and 3.7;

   (b) all Tangible Personal Property, including those items described
in Schedule 2.1(b);

   (c)  all Inventories;

   (d)  all Seller Contracts, including those listed in Schedule
3.18(a), and all outstanding offers or solicitations made by or to
Seller to enter into any Contract;

   (e)  all Governmental Authorizations and all pending applications
therefor or renewals thereof, in each case to the extent transferable
to Buyer, including those listed in Schedule 3.15(b);

   (f)  all data and Records related to the operations of Seller,
including client and customer lists and Records, referral sources,
research and development reports and Records, production reports and
Records, service and warranty Records, equipment logs, operating
guides and manuals, copies of financial and accounting Records,
creative materials, advertising materials, promotional materials,
studies, reports, correspondence and other similar documents and
Records and, subject to Legal Requirements, copies of all personnel
Records and other Records;

   (g)  all of the intangible rights and property of Seller, including
Intellectual Property Assets, going concern value, goodwill,
telephone, telecopy and e-mail addresses and listings and those items
listed in Schedules 3.23(b), 3.23(b)(i), 3.23(c), 3.23(d), 3.23(e),
and 3.23(f).

   (h)  all insurance benefits, including rights and proceeds, arising
from or relating to the Assets or the Assumed Liabilities prior to the
Effective Time, unless expended in accordance with this Agreement;

   (i)  all claims of Seller against third parties relating to the
Assets, whether choate or inchoate, known or unknown, contingent or
noncontingent, including all such claims listed in Schedule 2.1(I);

   (j)  all of Seller's Water Rights; and

   (k)  all rights of Seller relating to deposits and prepaid
expenses, claims for refunds and rights to offset in respect thereof
that are not excluded under Section 2.2(f).

All of the property and assets to be transferred to Buyer hereunder
are herein referred to collectively as the "Assets."  Notwithstanding
the foregoing, the transfer of the Assets pursuant to this Agreement
shall not include the assumption of any Liability related to the
Assets unless Buyer expressly assumes that Liability pursuant to
Section 2.3(a).

2.2  EXCLUDED ASSETS

Notwithstanding anything to the contrary contained in Section 2.1 or
elsewhere in this Agreement, the following assets of Seller
(collectively, the "Excluded Assets") are not part of the sale and
purchase contemplated hereunder, are excluded from the Assets and
shall remain the property of Seller after the Closing:

   (a)  all cash, cash equivalents and short-term investments;

   (b)  all Accounts Receivable;

   (c)  all rights in connection with and assets of the Employee
Plans;

   (d)  all minute books, stock Records and corporate seals;

   (e)  the shares of capital stock of Seller held in treasury;

   (f)  those rights relating to deposits and prepaid expenses and
claims for refunds and rights to offset in respect thereof listed in
Schedule 2.2(f);

   (g)  all insurance policies and rights thereunder (except to the
extent specified in Sections 2.1(h) and 2.1(I));

   (h)  all of the Seller Contracts listed in Schedule 2.2(h);

   (i)  all personnel Records and other Records (including the
financial and accounting Records) that Seller is required by law to
retain in its possession;

   (j)  all claims for refund of Taxes and other governmental charges
of whatever nature;

   (k)  all rights of Seller under this Agreement, the Seller Voting
Agreement, the Buyer Shareholder Agreement, the Bill of Sale, the
Assignment and Assumption Agreement, the Three Year Note, the Ten Year
Note, the Security Agreement, the Deed(s) of Trust and the Guaranty;
and

   (l)  the assets of Seller listed in Schedule 2.2(l).

2.3  LIABILITIES

   (a)  Assumed Liabilities.  On the Closing Date, but effective as of
the Effective Time, Buyer shall assume and agree to discharge only the
following Liabilities of Seller (the "Assumed Liabilities"):

       (i)  the Hammett Debt;

       (ii)  any Liability arising after the Effective Time under the
Seller Contracts and the Real Property Leases assumed by Buyer or any
Seller Contract or Real Property Lease Contract included in the Assets
that is entered into by Seller after the date hereof in accordance
with the provisions of this Agreement (other than any Liability
arising out of or relating to a Breach that occurred before the
Effective Time);

       (iii)  the liabilities of Seller listed on Schedule
2.3(a)(iii);

       (iv)  any liability arising after the Effective Time under
Government Authorizations, Legal Requirements and insurance policies
which are assumed by Buyer.

   (b)  Retained Liabilities.  The Retained Liabilities shall remain
the sole responsibility of and shall be retained, paid, performed and
discharged solely by Seller. "Retained Liabilities" shall mean every
Liability of Seller other than the Assumed Liabilities.

2.4  CONSIDERATION

The consideration to be paid by Buyer to Seller for the Assets (the
"Purchase Price") will be:

   (a)  One Million Dollars ($1,000,000.00), to be paid at Closing by
wire transfer to the account specified by Seller in a writing
delivered to Buyer at least three (3) Business Days before the Closing
Date;

   (b)  Five Hundred Thousand Dollars ($500,000.00), to be paid at
Closing by delivery of the Three Year Note;

   (c)  Two Million Eight Hundred Twenty-eight Thousand Four Hundred
Forty Dollars ($2,828,440), to be paid at Closing by delivery of the
Ten Year Note;

   (d)  Seller's laid-in cost for the merchantable finished goods and
usable raw materials included in the Assets, to be paid in accordance
with Section 2.8;

   (e)  the book value of the current assets included in the Assets,
to be paid in accordance with Section 2.8;

   (f)  the assumption of the Assumed Liabilities, to be paid at
Closing by delivery of the Assignment and Assumption Agreement;

   (g)  such number of shares of Buyer's common stock, par value of
$.01 per share (the "Buyer Common Stock"), as shall equal, upon
issuance, fifteen percent (15%) of the issued and outstanding shares
of Buyer Common Stock on a fully diluted basis following and after
giving effect to AMCON's capital contribution described in
Section 8.4.  The shares of Buyer Common Stock issued to Seller
pursuant to this Section 2.4(g) shall be free and clear of
Encumbrances and shall be subject to the terms and provisions set
forth in a shareholder agreement in the form of Exhibit B (the "Buyer
Shareholder Agreement") to be entered into by Buyer, AMCON and Seller
at the Closing; and

   (h)  the Water Royalty to be paid in accordance with Section 11.1.

2.5  ALLOCATION

The Purchase Price shall be allocated in accordance with Schedule 2.5.
After the Closing, the parties shall make consistent use of the
allocation, fair market value and useful lives specified in Schedule
2.5 for all Tax purposes and in all filings, declarations and reports
with the IRS in respect thereof, including the reports required to be
filed under Section 1060 of the Code. Buyer shall prepare and deliver
IRS Form 8594 to Seller within fifteen (15) days prior to the Closing
Date to be filed with the IRS.  In any Proceeding related to the
determination of any Tax, neither Buyer nor Seller shall contend or
represent that such allocation is not a correct allocation.

2.6  CLOSING

The purchase and sale of the Assets and the issuance of stock provided
for in this Agreement (the "Closing") will take place at the offices
of Seller's legal counsel in Boise, Idaho commencing at 10:00 a.m.
(local time) on May 17, 2004, unless Buyer and Seller otherwise agree.
Subject to the provisions of ARTICLE 9, failure to consummate the
purchase and sale of the Assets and the issuance of stock provided for
in this Agreement on the date and time and at the place determined
pursuant to this Section 2.6 will not result in the termination of
this Agreement and will not relieve any party of any obligation under
this Agreement.  In such a situation, the Closing will occur as soon
as practicable, subject to ARTICLE 9.

2.7  CLOSING OBLIGATIONS

In addition to any other documents to be delivered under other
provisions of this Agreement, at the Closing:

   (a)  Seller shall deliver to Buyer, together with funds sufficient
to pay all Taxes necessary for the transfer, filing or recording
thereof:

       (i)  a bill of sale for all of the Assets that are Tangible
Personal Property in the form of Exhibit C (the "Bill of Sale")
executed by Seller;

       (ii)  an assignment of all of the Assets that are intangible
personal property and of all the Real Property Leases, in the form of
Exhibit D, which assignment shall also contain Buyer's undertaking and
assumption of the Assumed Liabilities (the "Assignment and Assumption
Agreement"), executed by Seller;

       (iii)  for each interest in Real Property identified on
Schedule 3.6, a recordable general warranty deed or such other
appropriate document or instrument of transfer, as the case may
require, each in form and substance satisfactory to Buyer and its
counsel and executed by Seller;

       (iv)  assignments of all Intellectual Property Assets and
separate assignments of all Marks, Patents and Copyrights in the form
of Exhibit E executed by Seller;

       (v)  such other deeds, bills of sale, assignments, documents
and other instruments of transfer and conveyance as may reasonably be
requested by Buyer in connection with the Water Rights, each in form
and substance satisfactory to Buyer and its legal counsel and executed
by Seller;

       (vi)  such other deeds, bills of sale, assignments,
certificates of title, documents and other instruments of transfer and
conveyance as may reasonably be requested by Buyer, each in form and
substance satisfactory to Buyer and its legal counsel and executed by
Seller;

       (vii)  employment agreements in the form of Exhibit F and G,
executed (unless execution and delivery thereof has been waived by
Buyer) by Seller's Chief Executive Officer and National Sales Manager
(collectively, the "Employment Agreements");

       (viii)  the Buyer Shareholder Agreement executed by Seller;

       (ix)  a certificate executed by Seller as to the accuracy of
its representations and warranties as of the date of this Agreement
and as of the Closing in accordance with Section 2.1 and as to its
compliance with and performance of its covenants and obligations to be
performed or complied with at or before the Closing in accordance with
Section 7.2;  and

       (x)  an officer's certificate of Seller certifying, as complete
and accurate as of the Closing, attached copies of the Governing
Documents of Seller, certifying and attaching all requisite
resolutions or actions of Seller's board of directors and shareholders
approving the execution and delivery of this Agreement and the
consummation of the Contemplated Transactions and the change of name
contemplated by Section 5.7 and certifying to the incumbency and
signatures of the officers of Seller executing this Agreement and any
other document relating to the Contemplated Transactions and
accompanied by the requisite documents for amending the relevant
Governing Documents of Seller required to effect such change of name
in form sufficient for filing with the appropriate Governmental Body;
and

       (xi)  IRS Form 8594 regarding Purchase Price allocation
executed by Seller.

   (b)  Buyer and AMCON shall deliver to Seller:

       (i)  the sum of One Million Dollars ($1,000,000.00) plus eighty
percent (80%) of Seller's estimate of the Inventory and Current Assets
Purchase Price (as determined in accordance with Section 2.8(b)),
which estimate will be delivered in writing to Buyer at least five (5)
business days before the Closing Date, by wire transfer to the account
specified by Seller in a writing delivered to Buyer;

       (ii)  a promissory note executed by Buyer and payable to Seller
in the original principal amount of Five Hundred Thousand Dollars
($500,000), guaranteed by AMCON pursuant to the Guaranty and secured
by the Security Agreement and the Deed(s) of Trust, and in the form of
Exhibit H (the "Three Year Note");

       (iii)  a promissory note executed by Buyer and payable to
Seller in the original principal amount of Two Million Eight Hundred
Twenty-Eight Thousand Four Hundred Forty Dollars ($2,828,440),
guaranteed by AMCON pursuant to the Guaranty and secured by the
Security Agreement and the Mortgage, and in the form of Exhibit I (the
"Ten Year Note");

       (iv)  the Security Agreement executed by Buyer;

       (v)  the Guaranty executed by AMCON;

       (vi)  the Mortgage executed by Buyer;

       (vii)  such other security agreements, filings, documents, and
other instruments necessary to attach and perfect Seller's security
interests in the Collateral;

       (viii)  the Assignment and Assumption Agreement executed by
Buyer;

       (ix)  the Employment Agreements executed by Buyer (unless Buyer
waives the requirement for execution and delivery thereof);

       (x)  the Buyer Shareholder Agreement executed by Buyer and
AMCON;

       (xi)  a certificate representing the Buyer Common Stock issued
pursuant to Section 2.4(g)), registered in Seller's name;

       (xii)  a certificate executed by Buyer as to the accuracy of
its representations  and warranties as of the date of this Agreement
and as of the Closing in accordance with Section 8.1 and as to its
compliance with and performance of its covenants and obligations to be
performed or complied with at or before the Closing in accordance with
Section 8.2;

       (xiii)  a certificate executed by AMCON as to the accuracy of
its representations  and warranties as of the date of this Agreement
and as of the Closing in accordance with Section 8.1 and as to its
compliance with and performance of its covenants and obligations to be
performed or complied with at or before the Closing in accordance with
Section 8.2;

       (xiv)  a certificate of the Secretary of Buyer certifying, as
complete and accurate as of the Closing, attached copies of the
Governing Documents of Buyer and certifying and attaching all
requisite resolutions or actions of Buyer's board of directors
approving the execution and delivery of this Agreement and the
consummation of the Contemplated Transactions and certifying to the
incumbency and signatures of the officers of Buyer executing this
Agreement and any other document relating to the Contemplated
Transactions; and

       (xv)  a certificate of the Secretary of AMCON certifying, as
complete and accurate as of the Closing, attached copies of the
Governing Documents of Seller and certifying and attaching all
requisite resolutions or actions of AMCON's board of directors
approving the execution and delivery of this Agreement and the
consummation of the Contemplated Transactions and certifying to the
incumbency and signatures of the officers of AMCON executing this
Agreement and any other document relating to the Contemplated
Transactions; and

       (xvi)  IRS Form 8594 regarding Purchase Price allocation
executed by Buyer.

2.8  DETERMINATION OF INVENTORY AND CURRENT ASSETS

   (a)  The laid-in cost for the merchantable finished goods and
usable finished raw materials included in the Assets and the book
value of the current assets included in the Assets that are described
on Schedule 2.8(a) (the "Current Assets") (the sum of such laid-in
cost and book value of Current Assets is referred to herein as the
"Inventory and Current Assets Purchase Price") shall be determined in
accordance with this Section.

   (b)  On or before Closing, Seller shall provide Buyer an estimate
of the laid-in cost of the merchantable finished goods and usable raw
materials included in the Assets, calculated on the same basis and
applying the same accounting principles, policies and practices that
were used in preparing the Balance Sheet.  Buyer shall pay eighty
percent (80%) of the estimated Inventory and Current Assets Purchase
Price to Seller at Closing as described in Section 2.7(b)(i) above.

   (c)  After Closing, Seller shall determine the laid-in cost of the
merchantable finished goods and usable raw materials included in the
Assets and the book value of the Current Assets as of the Effective
Time (the "Closing Inventory and Current Assets Statement") on the
same basis and applying the same accounting principles, policies and
practices that were used in preparing the Balance Sheet.  Seller shall
deliver the Closing Inventory and Current Assets Statement to Buyer
within thirty (30) days following the Closing Date.

   (d)  If within twenty (20) days following delivery of the Closing
Inventory and Current Assets Statement Buyer has not given Seller
written notice of its objection as to the Closing Inventory and
Current Assets Statement (which notice shall state the basis of
Buyer's objection), then the Closing Inventory and Current Assets
Statement shall be binding and conclusive on the parties.

   (e)  If Buyer duly gives Seller such notice of objection, and if
Seller and Buyer fail to resolve the issues outstanding with respect
to the Closing Inventory and Current Assets Statement within thirty
(30) days of Buyer's receipt of Seller's objection notice, Seller and
Buyer shall submit the issues remaining in dispute to KPMG, Boise,
Idaho independent public accountants (the "Independent Accountants")
for resolution applying the principles, policies and practices
referred to in Section 2.8(b).  If issues are submitted to the
Independent Accountants for resolution, (i) Seller and Buyer shall
furnish or cause to be furnished to the Independent Accountants such
work papers and other documents and information relating to the
disputed issues as the Independent Accountants may request and are
available to that party or its agents and shall be afforded the
opportunity to present to the Independent Accountants any material
relating to the disputed issues and to discuss the issues with the
Independent Accountants; (ii) the determination by the Independent
Accountants, as set forth in a notice to be delivered to both Seller
and Buyer within sixty (60) days of the submission to the Independent
Accountants of the issues remaining in dispute, shall be final,
binding and conclusive on the parties and shall be used in the
preparation of the Closing Inventory and Current Assets Statement; and
(iii) Seller and Buyer will each bear fifty percent (50%) of the fees
and costs of the Independent Accountants for such determination,
unless the Independent Accountants grant Buyer an adjustment to the
Inventory and Current Assets Purchase Price less than five percent
(5%) of the amount determined by Seller in which case, the fees and
costs of the Independent Accountants shall be borne by Buyer.

   (f)  Within three (3) business days after the calculation of the
Inventory and Current Assets Purchase Price becomes binding and
conclusive on the parties pursuant to this Section 2.8, Buyer shall
pay the remainder of the Inventory and Current Assets Purchase Price
to Seller by wire transfer to an account specified in writing by
Seller.

                          ARTICLE 3
           REPRESENTATIONS AND WARRANTIES OF SELLER

   Subject to the limitations set forth on the Schedules attached to
this Agreement (and to the extent that any exception is disclosed
pursuant to any specific Schedule, it shall be deemed to be disclosed
for any and all other provisions of this ARTICLE 3 for which its
relevance is reasonably ascertainable from its inclusion in any other
Schedule), Seller represents and warrants to Buyer and AMCON as
follows:

3.1  ORGANIZATION AND GOOD STANDING

     (a)  Schedule 3.1(a) contains a complete and accurate list of
Seller's jurisdiction of incorporation and any other jurisdictions in
which it is qualified to do business as a foreign corporation.  Seller
is a corporation duly organized, validly existing and in good standing
under the laws of its jurisdiction of incorporation, with full
corporate power and authority to conduct its business as it is now
being conducted, to own or use the properties and assets that it
purports to own or use, and to perform all its obligations under the
Seller Contracts.  Seller is duly qualified to do business as a
foreign corporation and is in good standing under the laws of each
state or other jurisdiction in which either the ownership or use of
the properties owed or used by it, or the nature conducted by it,
requires such qualification, except where failure to so qualify would
not have a material adverse effect on the Business, prospects, results
of operations, financial condition or Assets of Seller, in the
aggregate, or any material adverse effect on Seller's Water Rights or
the Real Property, individually or in the aggregate ("Seller Material
Adverse Effect").

   (b)  Seller has no Subsidiary and, except as disclosed in Schedule
3.1(b), does not own any shares of capital stock or other securities
of any other Person.

3.2  ENFORCEABILITY; AUTHORITY; NO CONFLICT

   (a)  This Agreement has been duly authorized, executed and
delivered by Seller, subject only to the receipt of the shareholder
approvals described in Sections 7.6 and 8.5, and is the legal, valid
and binding obligation of Seller, enforceable against Seller in
accordance with its terms except to the extent that enforcement
thereof may be limited by general principles of equity (regardless of
whether enforcement is considered in a proceeding at law or in
equity).  Seller's Board of Directors has approved this Agreement and
the Contemplated Transactions and determined that it will recommend to
the shareholders of Seller approval of the matters listed in Section
5.10.  Upon the execution and delivery by Seller of each other
agreement to be executed or delivered by it at the Closing
(collectively, the "Seller Closing Documents"), each of Seller Closing
Documents will constitute the legal, valid and binding obligation of
Seller, enforceable against Seller in accordance with its terms except
to the extent that enforcement thereof may be limited by general
principles of equity (regardless of whether enforcement is considered
in a proceeding at law or in equity).  Subject to the receipt of
shareholder approval, Seller has the absolute and unrestricted right,
power and authority to execute and deliver this Agreement and the
Seller Closing Documents and to perform its obligations under this
Agreement and the Seller Closing Documents, and such action has been
duly authorized by all necessary corporate action.

   (b)  Except as set forth in Schedule 3.2(b), neither the execution
and delivery of this Agreement nor the consummation or performance of
any of the Contemplated Transactions will, directly or indirectly
(with or without notice or lapse of time):

       (i)  Breach (A) any provision of any of the Governing Documents
of Seller, or (B) any resolution adopted by the board of directors or
the shareholders that remains currently in effect;

       (ii)  Breach or give any Governmental Body or other Person the
right to prevent any of the Contemplated Transactions or to exercise
any remedy or obtain any relief under any Legal Requirement or any
Order to which Seller or any of the Assets may be subject;

       (iii)  contravene, conflict with or result in a violation or
breach any of the terms or requirements of, or give any Governmental
Body the right to revoke, withdraw, suspend, cancel, terminate or
modify (A) the Water Rights, or (B) any Governmental Authorization
that is held by Seller or that otherwise relates to the Assets or to
the Business, except, in the case of clause (B) hereof, any such
contravention, conflict, violation or breach that would not have a
Seller Material Adverse Effect;

       (iv)  INTENTIONALLY OMITTED.

       (v)  Breach any provision 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 payment under, or to cancel, terminate
or modify, any Seller Contract, the occurrence of any of which would
have a Seller Material Adverse Effect; or

       (vi)  result in the imposition or creation of any Encumbrance
upon or with respect to any of the Assets other than those
contemplated hereunder.

   (c)  Except as set forth in Schedule 3.2(c), Seller is not required
to give any notice to or obtain any Consent from any Person in
connection with the execution and delivery of this Agreement or the
consummation or performance of any of the Contemplated Transactions.

3.3  CAPITALIZATION

The authorized securities of Seller that have the right to vote on the
Contemplated Transactions or any matter related thereto ("Seller
Voting Securities") consist of (i) 30,000,000 shares of common stock,
par value $.01 per share ("Seller Common Stock"), of which 2,618,572
shares are issued and outstanding, and (ii) 15,000,000 shares of
preferred stock, par value $.01 per share ("Seller Preferred Stock"),
of which 1,308,611 shares are issued and outstanding.

3.4  FINANCIAL STATEMENTS

   (a)  Seller has delivered to Buyer a balance sheet of Seller as at
December 31, 2003 (including the notes thereto, the "Balance Sheet"),
and the related statements of income, changes in shareholders' equity
and cash flows for the fiscal year then ended, including in each case
the notes thereto, and which have been reviewed by Balukoff, Lindstrom
& Co., P.A. (the "Reviewing Accountant") in accordance with Statements
on Standards for Accounting and Review Services issued by the American
Institute of Certified Public Accountants.  Within forty-five (45)
days after the end the first fiscal quarter in 2004, Seller will
deliver to Buyer an unaudited balance sheet of Seller as at March 31,
2004 (the "Interim Balance Sheet"), and the related unaudited
statements of income, changes in shareholders' equity, and cash flows
for the three (3) months then ended, including in each case the notes
thereto certified by Seller's chief financial officer.  Such financial
statements fairly present the financial condition and the results of
operations, changes in shareholders' equity and cash flows of Seller
as at the respective dates of and for the periods referred to in such
financial statements, all in accordance with GAAP.  The financial
statements referred to in this Section 3.4 reflect the consistent
application of such accounting principles throughout the periods
involved, except as disclosed in the notes to such financial
statements.  The financial statements have been and will be prepared
from and are in accordance with the accounting Records of Seller.

   (b)  Except as set forth on Schedule 3.4(b), Seller maintains a
proper and adequate system of internal controls reasonably sufficient
to ensure that (i) transactions are recorded as necessary to permit
preparation of its financial statements in accordance with GAAP; (ii)
transactions are executed in accordance with management's
authorization; and (iii) access to the Seller's assets is permitted
only in accordance with management's authorization.

3.5  INTENTIONALLY OMITTED

3.6  DESCRIPTION OF OWNED REAL PROPERTY

Schedule 3.6 contains a legal description and tax parcel
identification number of all tracts, parcels and subdivided lots in
which Seller has an ownership interest.

3.7  DESCRIPTION OF LEASED REAL PROPERTY

Schedule 3.7 contains a correct street address of all buildings,
tracts, parcels and subdivided lots in which Seller has a leasehold
interest and an accurate description (by location, name of lessor,
date of Lease and term expiry date) of all Real Property Leases.

3.8  TITLE TO ASSETS; ENCUMBRANCES

   (a)  Seller owns good and marketable title to its respective
estates in the Real Property, free and clear of any Encumbrances
(other than Permitted Real Estate Encumbrances) which individually or
in the aggregate would have a Seller Material Adverse Effect.

   (b)  Seller owns good and transferable title to all of the Assets
other than the Real Property, free and clear of any Encumbrances other
than those described in Schedule 3.8(b) ("Non-Real Estate
Encumbrances").  Seller warrants to Buyer that, at the time of
Closing, all other Assets shall be free and clear of all Non-Real
Estate Encumbrances other than those identified on Schedule 3.8(b) as
acceptable to Buyer ("Permitted Non-Real Estate Encumbrances" and,
together with the Permitted Real Estate Encumbrances, "Permitted
Encumbrances").

3.9  CONDITION OF FACILITIES

Except as disclosed on Schedule 3.9:

   (a)  Use of the Real Property for the various purposes for which it
is presently being used is permitted as of right under all applicable
zoning legal requirements and is not subject to "permitted
nonconforming" use or structure classifications.  All Improvements are
in compliance with all applicable Legal Requirements, including those
pertaining to zoning, building, and except where noncompliance would
not have a Seller Material Adverse Effect, all improvements are in
good repair and in good condition, ordinary wear and tear excepted,
and to Seller's Knowledge, are free from patent and latent defects.
No part of any Improvement encroaches on any real property not
included in the Real Property, and to Seller's Knowledge, there are no
buildings, structures, fixtures or other Improvements primarily
situated on adjoining property which encroach on any part of the Land.
The Land for each owned Facility abuts on and has direct vehicular
access to a public road or has access to a public road via a
permanent, irrevocable, appurtenant easement benefiting such Land and
comprising a part of the Real Property.  To Seller's Knowledge, there
is no existing or proposed plan to modify or realign any street or
highway or any existing or proposed eminent domain proceeding that
would result in the taking of all or any part of any Facility or that
would prevent or hinder the continued use of any Facility as
heretofore used in the conduct of the business of Seller.

   (b)  Each item of Tangible Personal Property is in good repair and
good operating condition, ordinary wear and tear excepted, is suitable
for immediate use in the Ordinary Course of Business, is free of
patent defects, and to Seller's Knowledge, is free from latent
defects.  No item of Tangible Personal Property is in need of repair
or replacement other than as part of routine maintenance in the
Ordinary Course of Business.  All Tangible Personal Property used in
the Business is in the possession of Seller.

3.10  INVENTORIES

Except as disclosed on Schedule 3.10, all items included in the
Inventories consist of a quality and quantity usable and, with respect
to finished goods, saleable, in the Ordinary Course of Business of
Seller, except for obsolete items and items of below-standard quality
and net of reserves set forth on the Balance Sheet and Interim Balance
Sheet.  Seller is not in possession of any inventory not owned by
Seller, including goods already sold.  All of the Inventories have
been valued at the lower of cost or net realizable value on a first
in, first out basis.  The quantities of each item of Inventories
(whether raw materials, work-in-process or finished goods) are not
excessive but are reasonable in the present circumstances of Seller.

3.11  NO UNDISCLOSED LIABILITIES

Except as set forth in Schedule 3.11 or Schedule 3.18(c), Seller has
no Liability, except for (a) Liabilities reflected or reserved against
in the Balance Sheet or the Interim Balance Sheet, (b) current
Liabilities incurred in the Ordinary Course of Business of Seller
since the date of the Interim Balance Sheet, and (c) Liabilities that
would not have a Seller Material Adverse Effect.

3.12  TAXES

Except as set forth in Schedule 3.12, Seller has filed or caused to be
filed on a timely basis all Tax Returns and all reports with respect
to Taxes that are or were required to be filed pursuant to applicable
Legal Requirements.  All Tax Returns and reports filed by Seller are
true, correct and complete.  Seller has paid, or made provision for
the payment of, all Taxes that have or may have become due for all
periods covered by the Tax Returns or otherwise, or pursuant to any
assessment received by Seller, except such Taxes, if any, as are
listed in Schedule 3.12 and are being contested in good faith and as
to which adequate reserves (determined in accordance with GAAP) have
been provided in the Balance Sheet and the Interim Balance Sheet.  No
claim has ever been made or is expected to be made by any Governmental
Body in a jurisdiction where Seller does not file Tax Returns that it
is or may be subject to taxation by that jurisdiction.  There are no
Encumbrances on any of the Assets that arose in connection with any
failure (or alleged failure) to pay any Tax, and Seller has no
Knowledge of any basis for assertion of any claims attributable to
Taxes which, if adversely determined, would result in any such
Encumbrance.

3.13  NO MATERIAL ADVERSE CHANGE

Except as disclosed on Schedule 3.13, since the date of the Interim
Balance Sheet, there has not been any Seller Material Adverse Effect.

3.14  EMPLOYEE BENEFITS

Set forth in Schedule 3.14 is a true and complete list of all
"employee benefit plans" as defined by Section 3(3) of ERISA,
material specified fringe benefit plans as defined in Section 6039D of
the Code, and  material other bonus, incentive-compensation, deferred-
compensation, profit-sharing, stock-option, stock-appreciation-right,
stock-bonus, stock-purchase, employee-stock-ownership, savings,
severance, change-in-control, supplemental-unemployment, layoff,
salary-continuation, retirement, pension, health, life-insurance,
disability, accident, group-insurance, vacation, holiday or sick-leave
plans that  are maintained or contributed to by Seller (collectively,
the "Employee Plans").  Seller has delivered to Buyer a copy of each
Employee Plan. Neither Seller nor any other corporation or trade or
business controlled by, controlling or under common control with
Seller (within the meaning of Section 414 of the Code or Section
4001(a)(14) or 4001(b) of ERISA) ("ERISA Affiliate"), maintains,
sponsors, contributes to, or otherwise participated in, or had any
liability to or with respect to any employee pension plan subject to
Title IV or Section 302 of ERISA or Section 412 of the Code.

3.15  COMPLIANCE WITH LEGAL REQUIREMENTS; GOVERNMENTAL AUTHORIZATIONS

     (a)  Except as set forth in Schedule 3.15(a):

       (i)  Seller is in compliance with each Legal Requirement that
is applicable to it or to the conduct or operation of the Business or
the ownership of the Assets, except to the extent that noncompliance
would not have a Seller Material Adverse Effect;

       (ii)  no event has occurred or circumstance exists that (with
or without notice or lapse of time) (A) may constitute or result in a
violation by Seller of, or a failure on the part of Seller to comply
with, any Legal Requirement or (B) may give rise to any obligation on
the part of Seller to undertake, or to bear all or any portion of the
cost of, any remedial action of any nature, except where such
violation, failure or obligation would not have a Seller Material
Adverse Effect; and

       (iii)  to Seller's Knowledge, Seller has not received at any
time since January 1, 2002, any notice or other written or oral
communication from any Governmental Body or any other Person regarding
(A) any actual, alleged, possible or potential violation of, or
failure to comply with, any Legal Requirement or (B) any actual,
alleged, possible or potential obligation on the part of Seller to
undertake, or to bear all or any portion of the cost of, any remedial
action of any nature.

   (b)  Schedule 3.15(b) contains a complete and accurate list of each
Governmental Authorization that is held by Seller or that otherwise
relates to the Business or the Assets.  Each Governmental
Authorization listed or required to be listed in Schedule 3.15(b) is
valid and in full force and effect. Except as set forth in Schedule
3.15(b):

       (i)  Seller is in material compliance with all of the terms and
requirements of each Governmental Authorization identified or required
to be identified in Schedule 3.15(b);

       (ii)  no event has occurred or circumstance exists that may
(with or without notice or lapse of time) (A) constitute or result
directly or indirectly in a violation of or a failure to comply with
any term or requirement of any Governmental Authorization listed or
required to be listed in Schedule 3.15(b) or (B) result directly or
indirectly in the revocation, withdrawal, suspension, cancellation or
termination of, or any modification to, any Governmental Authorization
listed or required to be listed in Schedule 3.15(b), except where any
such violation, failure to comply or result would not have a Seller
Material Adverse Effect;

       (iii)to Seller's Knowledge, Seller has not received, at any
time since January 1, 2002, any notice or other written or oral
communication from any Governmental Body or any other Person regarding
(A) any actual, alleged, possible or potential violation of or failure
to comply with any term or requirement of any Governmental
Authorization or (B) any actual, proposed, possible or potential
revocation, withdrawal, suspension, cancellation, termination of or
modification to any Governmental Authorization; and

       (iv)  all applications required to have been filed for the
renewal of the Governmental Authorizations listed or required to be
listed in Schedule 3.15(b) have been duly filed on a timely basis with
the appropriate Governmental Bodies, and all other filings required to
have been made with respect to such Governmental Authorizations have
been duly made on a timely basis with the appropriate Governmental
Bodies.

3.16  LEGAL PROCEEDINGS; ORDERS

   (a)  Except as set forth in Schedule 3.16(a), there is no pending
or, to Seller's Knowledge, threatened Proceeding:

       (i)  by or against Seller or that otherwise relates to or may
affect the Business or the Assets; or

       (ii)  that challenges, or that may have the effect of
preventing, delaying, making illegal or otherwise interfering with,
any of the Contemplated Transactions.

To the Knowledge of Seller, no event has occurred or circumstance
exists that is reasonably likely to give rise to or serve as a basis
for the commencement of any such Proceeding, except where such event
would not reasonably be likely to have a Seller Material Adverse
Effect.  Seller has delivered to Buyer copies of all pleadings,
correspondence and other documents relating to each Proceeding listed
in Schedule 3.16(a).  There are no Proceedings listed or required to
be listed in Schedule 3.16(a) that could have a Seller Material
Adverse Effect.

   (b)  Except as set forth in Schedule 3.16(b), there is no Order to
which Seller, the Business or the Assets are subject.

   (c)  Except as set forth in Schedule 3.16(c):

       (i)  Seller is in compliance with all of the terms and
requirements of each Order to which it, the Business or the Assets are
subject, except where any noncompliance would not have a Seller
Material Adverse Effect;

       (ii)  no event has occurred or circumstance exists that is
reasonably likely to constitute or result in (with or without notice
or lapse of time) a violation of or failure to comply with any term or
requirement of any Order to which Seller, the Business or the Assets
are subject, except where such failure would not have a Seller
Material Adverse Effect; and

       (iii)  to Seller's Knowledge, Seller has not received, at any
time since January 1, 2002, any notice or other written or oral
communication from any Governmental Body or any other Person regarding
any actual, alleged, possible or potential violation of, or failure to
comply with, any term or requirement of any Order to which Seller or
the Assets are or have been subject.

3.17  ABSENCE OF CERTAIN CHANGES AND EVENTS

Except as set forth in Schedule 3.17, since the date of the Interim
Balance Sheet, Seller has conducted the Business only in the Ordinary
Course of Business and there has not been any:

   (a)  adoption of, amendment to or increase in the payments to or
benefits under, any Employee Plan;

   (b)  damage to or destruction or loss of any material Asset,
whether or not covered by insurance;

   (c)  entry into, termination of or receipt of notice of termination
of (i)  any license, distributorship, dealer, sales representative,
joint venture, credit or similar Contract to which Seller is a party,
or (ii)  any Contract or transaction involving a total remaining
commitment by Seller of at least $50,000;

   (d)  sale (other than sales of Inventories in the Ordinary Course
of Business), lease or other disposition of any material Asset or
material property of Seller (including the Intellectual Property
Assets) or the creation of any Encumbrance on any Asset;

   (e)  cancellation or waiver of any claims or rights with a value to
Seller in excess of $50,000;

   (f)  written indication by any customer or supplier of an intention
to discontinue or change the terms of its relationship with Seller;

   (g)  written material change in the accounting methods used by
 Seller; or

   (h)  Contract by Seller to do any of the foregoing.

3.18  CONTRACTS; NO DEFAULTS

   (a)  Schedule 3.18(a) contains an accurate and complete list, and
Seller has delivered to Buyer accurate and complete copies, of:

       (i)  each Seller Contract that involves performance of services
or delivery of goods or materials by Seller of an amount or value in
excess of $50,000;

       (ii)  each Seller Contract that involves performance of
services or delivery of goods or materials to Seller of an amount or
value in excess of $50,000;

       (iii)  each Seller Contract that was not entered into in the
Ordinary Course of Business and that involves expenditures or receipts
of Seller in excess of $50,000;

       (iv)  each Seller Contract affecting in any material respect
the ownership of, leasing of, title to, use of or any leasehold or
other interest in any real or personal property (except personal
property leases and installment and conditional sales agreements
having a value per item or aggregate payments of less than $50,000 and
with a term of less than one year);

       (v)  each Seller Contract with any labor union or other
employee representative of a group of employees relating to wages,
hours and other conditions of employment;

       (vi)  each Seller Contract (however named) involving a sharing
of profits, losses, costs or liabilities by Seller with any other
Person;

       (vii)  each Seller Contract containing covenants that in any
way purport to restrict Seller's business activity or limit the
freedom of Seller to engage in any line of business or to compete with
any Person;

       (viii)  each Seller Contract providing for payments to or by
any Person based on sales, purchases or profits, other than direct
payments for goods;

       (ix)  each power of attorney of Seller that is currently
effective and outstanding;

       (x)  each Seller Contract entered into other than in the
Ordinary Course of Business that contains or provides for an express
undertaking by Seller to be responsible for consequential damages;

       (xi)  each Seller Contract for capital expenditures in excess
of $50,000;

       (xii)  each Seller Contract not denominated in U.S. dollars;

       (xiii)  each written warranty, guaranty and/or other similar
undertaking with respect to contractual performance extended by Seller
other than in the Ordinary Course of Business; and

       (xiv)  each amendment, supplement and modification (whether
oral or written) in respect of any of the foregoing.

   (b)  Except as set forth in Schedule 3.18(b):

       (i)  each Contract identified or required to be identified in
Schedule 3.18(a) and which is to be assigned to or assumed by Buyer
under this Agreement is in full force and effect and is valid and
enforceable against Seller and, to Seller's Knowledge, the parties
thereto in accordance with its terms; and

       (ii)  each Contract identified or required to be identified in
Schedule 3.18(a) and which is being assigned to or assumed by Buyer is
assignable by Seller to Buyer without the consent of any other Person.

   (c)  Except as set forth in Schedule 3.18(c):

       (i)  Seller is in material compliance with all applicable terms
and requirements of each Seller Contract which is being assumed by
Buyer;

       (ii)  each other Person that has any obligation or liability
under any Seller Contract which is being assigned to Buyer is in
material compliance with all applicable terms and requirements of such
Contract;

       (iii)  no event has occurred or circumstance exists that (with
or without notice or lapse of time) may contravene, conflict with or
result in a Breach of, or give Seller or other Person the right to
declare a default or exercise any remedy under, or to accelerate the
maturity or performance of, or payment under, or to cancel, terminate
or modify, any Seller Contract that is being assigned to or assumed by
Buyer, except where such event would not have a Seller Material
Adverse Effect;

       (iv)  no event has occurred or circumstance exists under or by
virtue of any Contract that (with or without notice or lapse of time)
would cause the creation of any Encumbrance affecting any of the
Assets; and

       (v)  to Seller's Knowledge, Seller has not given to or received
from any other Person, at any time since January 2, 2002, any notice
or other written or oral communication regarding any actual, alleged,
possible or potential violation or Breach of, or default under, any
Contract which is being assigned to or assumed by Buyer.

   (d)  There are no renegotiations of, or outstanding rights to
renegotiate, any material amounts paid or payable to Seller under
current or completed Contracts with any Person having the contractual
or statutory right to demand or require such renegotiation and no such
Person has made written demand for such renegotiation.

   (e)  Each Contract relating to the sale, design, manufacture or
provision of products or services by Seller has been entered into in
the Ordinary Course of Business of Seller and has been entered into
without the commission of any act alone or in concert with any other
Person, or any consideration having been paid or promised, that is or
would be in violation of any Legal Requirement that would have a
Seller Material Adverse Effect.

3.19  INSURANCE

   (a)  Seller has delivered to Buyer:

       (i)  accurate and complete copies of all policies of insurance
to which Seller is a party or under which Seller is covered; and

       (ii)  any statement by the Reviewing Accountant or any
 consultant or risk management advisor with regard to the adequacy of
Seller's coverage or of the reserves for claims.

   (b)  Schedule 3.19(b) describes:

       (i)  any self-insurance arrangement by or affecting Seller,
including any reserves established thereunder;

       (ii)  any Contract or arrangement, other than a policy of
insurance, for the transfer or sharing of any risk to which Seller is
a party or which involves the Business; and

       (iii)  all obligations of Seller to provide insurance coverage
to Third Parties (for example, under Leases or service agreements) and
identifies the policy under which such coverage is provided.

3.20   ENVIRONMENTAL MATTERS

Except as disclosed in Schedule 3.20 or in the Phase I environmental
assessment to be performed by Buyer and/or AMCON's agent:

   (a)  Seller is, and at all times has been, in full compliance with,
and has not been and is not in violation of or liable under, any
Environmental Law.  Seller has no basis to expect, nor has Seller or
any other Person for whose conduct Seller is or may be held to be
responsible received, any actual or threatened order, notice or other
communication from (i) any Governmental Body or private citizen acting
in the public interest or (ii) the current or prior owner or operator
of any Facilities, of any actual or potential violation or failure to
comply with any Environmental Law, or of any actual or threatened
obligation to undertake or bear the cost of any Environmental, Health
and Safety Liabilities with respect to any Facility or other property
or asset (whether real, personal or mixed) in which Seller has or had
an interest, or with respect to any property or Facility at or to
which Hazardous Materials were generated, manufactured, refined,
transferred, imported, used or processed by Seller or any other Person
for whose conduct it is or may be held responsible, or from which
Hazardous Materials have been transported, treated, stored, handled,
transferred, disposed, recycled or received.

   (b)  There are no pending or, to the Knowledge of Seller,
threatened claims, Encumbrances, or other restrictions of any nature
resulting from any Environmental, Health and Safety Liabilities or
arising under or pursuant to any Environmental Law with respect to or
affecting any Facility or any other property or asset (whether real,
personal or mixed) in which Seller has or had an interest.

   (c)  Seller does not have any Knowledge of or any basis to expect,
nor has any of them, or any other Person for whose conduct they are or
may be held responsible, received, any citation, directive, inquiry,
notice, Order, summons, warning or other communication that relates to
Hazardous Activity, Hazardous Materials, or any alleged, actual, or
potential violation or failure to comply with any Environmental Law,
or of any alleged, actual, or potential obligation to undertake or
bear the cost of any Environmental, Health and Safety Liabilities with
respect to any Facility or property or asset (whether real, personal
or mixed) in which Seller has or had an interest, or with respect to
any property or facility to which Hazardous Materials generated,
manufactured, refined, transferred, imported, used or processed by
Seller or any other Person for whose conduct it is or may be held
responsible, have been transported, treated, stored, handled,
transferred, disposed, recycled or received.

   (d)  Neither Seller nor any other Person for whose conduct it is or
may be held responsible has any Environmental, Health and Safety
Liabilities with respect to any Facility or, to the Knowledge of
Seller, with respect to any other property or asset (whether real,
personal or mixed) in which Seller (or any predecessor) has or had an
interest or at any property geologically or hydrologically adjoining
any Facility or any such other property or asset.

   (e)  There are no Hazardous Materials present on or in the
Environment at any Facility or at any geologically or hydrologically
adjoining property, including any Hazardous Materials contained in
barrels, aboveground or underground storage tanks, landfills, land
deposits, dumps, equipment (whether movable or fixed) or other
containers, either temporary or permanent, and deposited or located in
land, water, sumps, or any other part of the Facility or such
adjoining property, or incorporated into any structure therein or
thereon.  Neither Seller nor any Person for whose conduct it is or may
be held responsible, or to the Knowledge of Seller, any other Person,
has permitted or conducted, or is aware of, any Hazardous Activity
conducted with respect to any Facility or any other property or assets
(whether real, personal or mixed) in which Seller has or had an
interest except in full compliance with all applicable Environmental
Laws.

   (f)  There has been no Release or, to the Knowledge of Seller,
Threat of Release, of any Hazardous Materials at or from any Facility
or at any other location where any Hazardous Materials were generated,
manufactured, refined, transferred, produced, imported, used, or
processed from or by any Facility, or from any other property or asset
(whether real, personal or mixed) in which Seller has or had an
interest, or to the Knowledge of Seller any geologically or
hydrologically adjoining property, whether by Seller or any other
Person.

   (g)  Seller has delivered to Buyer true and complete copies and
results of any reports, studies, analyses, tests, or monitoring
possessed or initiated by Seller pertaining to Hazardous Materials or
Hazardous Activities in, on, or under the Facilities, or concerning
compliance, by Seller or any other Person for whose conduct it is or
may be held responsible, with Environmental Laws.

3.21  EMPLOYEES

   (a)  Schedule 3.21(a) contains a true and complete list of the
following information for each employee of Seller, including each
employee on leave of absence or layoff status: employer; name; job
title; date of hiring or engagement; date of commencement of
employment or engagement; current compensation paid or payable; sick
and vacation leave that is accrued but unused; and service credited
for purposes of vesting and eligibility to participate under any
Employee Plan, or any other employee or director benefit plan.

   (b)  Schedule 3.21(b) contains a true and complete list of the
following information for each independent contractor currently
performing services for Seller or that has performed services for
Seller during the six (6) month period prior to the Agreement Date:
independent contractor name; work performed or being performed;
compensation arrangement.

   (c)  To the Knowledge of Seller, no officer, director, agent,
employee, consultant, or contractor of Seller is bound by any Contract
that purports to limit the ability of such officer, director, agent,
employee, consultant, or contractor (i) to engage in or continue or
perform any conduct, activity, duties or practice relating to the
business of Seller or (ii) to assign to Seller or to any other Person
any rights to any invention, improvement, or discovery.  To Seller's
Knowledge, no current employee of Seller is a party to, or is
otherwise bound by, any Contract that in any way adversely affected,
affects, or will affect the ability of Seller or Buyer to conduct the
Business.

3.22  LABOR DISPUTES; COMPLIANCE

   (a)  Seller has complied with all Legal Requirements relating to
employment practices, terms and conditions of employment, equal
employment opportunity, nondiscrimination, immigration, wages, hours,
benefits, and collective bargaining, the payment of social security
and similar Taxes and occupational safety and health except where any
noncompliance would not have a Seller Material Adverse Effect.  Seller
is not liable for the payment of any Taxes, fines, penalties, or other
amounts, however designated, for failure to comply with any of the
foregoing Legal Requirements.

   (b)  Except as disclosed in Schedule 3.22(b) Seller has not been,
and is not now, a party to any collective bargaining agreement or
other labor contract; (ii) since January 1, 2002, there has not been,
there is not presently pending or existing, and to Seller's Knowledge
there is not threatened, any strike, slowdown, picketing, work
stoppage or employee grievance process involving Seller; (iii) to
Seller's Knowledge no event has occurred or circumstance exists that
could provide the basis for any work stoppage or other labor dispute;
(iv) there is not pending or, to Seller's Knowledge, threatened
against or affecting Seller any Proceeding relating to the alleged
violation of any Legal Requirement pertaining to labor relations or
employment matters, including any charge or complaint filed with the
National Labor Relations Board or any comparable Governmental Body,
and to Seller's Knowledge there is no organizational activity or other
labor dispute against or affecting Seller or the Facilities; (v) no
application or petition for an election of or for certification of a
collective bargaining agent is pending; (vi) no grievance or
arbitration Proceeding exists that might have an adverse effect upon
Seller or the conduct of its business; (vii) there is no lockout of
any employees by Seller, and no such action is contemplated by Seller;
and (viii) to Seller's Knowledge there has been no charge of
discrimination filed against or threatened against Seller with the
Equal Employment Opportunity Commission or similar Governmental Body.

3.23  INTELLECTUAL PROPERTY ASSETS

   (a)  The term "Intellectual Property Assets" means all intellectual
property owned or licensed (as licensor or licensee) by Seller in
which Seller has a proprietary interest, including:

       (i)  Seller's name, all assumed fictional business names, trade
names, registered and unregistered trademarks, service marks and
applications (collectively, "Marks");

       (ii)  all patents, patent applications and inventions and
discoveries that may be patentable (collectively, "Patents");

       (iii)  all registered and unregistered copyrights in both
published works and unpublished works (collectively, "Copyrights");

       (iv)  all know-how, trade secrets, confidential or proprietary
information, customer lists, technical information, data, process
technology, plans, drawings and blue prints (collectively, "Trade
Secrets"); and

       (v)  all rights in internet web sites and internet domain names
presently used by Seller (collectively "Net Names").

   (b)  Schedule 3.23(b) contains a complete and accurate list and
Seller has delivered to Buyer accurate and complete copies, of all
Seller Contracts relating to the Intellectual Property Assets, except
for any license implied by the sale of a product and perpetual, paid-
up licenses for commonly available Software programs with a value of
less than $5,000 under which Seller is the licensee.  There are no
outstanding or, to Seller's Knowledge, threatened disputes or
disagreements with respect to any such Contract.

       (i)  To Seller's Knowledge, Seller is the owner or licensee of
all right, title and interest in and to each of the Intellectual
Property Assets, free and clear of all Encumbrances, and, to Seller's
Knowledge, has the right to use without payment to a Third Party all
of the Intellectual Property Assets, other than in respect of licenses
listed in Schedule 3.23(b)(I).

   (c)  Patents.

       (i)  Schedule 3.23(c) contains a complete and accurate list of
all Patents.

       (ii)  All of the issued Patents are currently in compliance in
all material respects with formal legal requirements (including
payment of filing, examination and maintenance fees and proofs of
working or use), to Seller's Knowledge, are valid and enforceable, and
are not subject to any maintenance fees or taxes or actions falling
due within ninety (90) days after the Closing Date.

       (iii)  To Seller's Knowledge, no Patent is involved in any
interference, reissue, reexamination, or opposition Proceeding. To
Seller's Knowledge, there is no potentially interfering patent or
patent application of any Third Party.

       (iv)  Except as set forth in Schedule 3.23(c), to Seller's
Knowledge (A) no Patent is infringed or has been challenged or
threatened in any way and (B) none of the products manufactured or
sold, nor any process or know-how used, by Seller infringes or is
alleged to infringe any patent or other proprietary right of any other
Person.

   (d)    Marks.

       (i)  Schedule 3.23(d) contains a complete and accurate list of
all Marks.

       (ii)  All Marks registered with the United States Patent and
Trademark Office are currently in material compliance with all formal
Legal Requirements (including the timely post-registration filing of
affidavits of use and incontestability and renewal applications), and
to Seller's Knowledge, are valid and enforceable and are not subject
to any maintenance fees or taxes or actions falling due within ninety
(90) days after the Closing Date.

       (iii)  Except as disclosed on Schedule 3.23(d), to Seller's
Knowledge, no Mark is involved in any opposition, invalidation or
cancellation Proceeding and, to Seller's Knowledge, no such action is
threatened with respect to any of the Marks.

       (iv)  To Seller's Knowledge, there is no potentially
interfering trademark or trademark application of any other Person.

       (v)  To Seller's Knowledge, no Mark is infringed or has been
challenged or threatened in any way.  To Seller's Knowledge, none of
the Marks used by Seller infringes or is alleged to infringe any trade
name, trademark or service mark of any other Person.

       (vi)  To Seller's Knowledge, all products and materials
containing a registered Mark bear the proper federal registration
notice where permitted by law.

   (e)  Copyrights.

       (i)  Schedule 3.23(e) contains a complete and accurate list of
all Copyrights.

       (ii)  All of the registered Copyrights are currently in
material compliance with formal Legal Requirements, and to Seller's
Knowledge, are valid and enforceable, and are not subject to any
maintenance fees or taxes or actions falling due within ninety (90)
days after the date of Closing.

       (iii)  To Seller's Knowledge, no Copyright is infringed or has
been challenged or threatened in any way.  To Seller's Knowledge, none
of the subject matter of any of the Copyrights infringes or is alleged
to infringe any copyright of any Third Party or is a derivative work
based upon the work of any other Person.

   (f)  Net Names.

       (i)  Schedule 3.23(f) contains a complete and accurate list of
all Net Names.

       (ii)  All Net Names have been registered in the name of Seller
and are in material compliance with all formal Legal Requirements.

       (iii)  To Seller's Knowledge, no Net Name is involved in any
dispute, opposition, invalidation or cancellation Proceeding and, to
Seller's Knowledge, no such action is threatened with respect to any
Net Name.

       (iv)  To Seller's Knowledge, there is no domain name
application pending of any other person which would or would
potentially interfere with or infringe any Net Name.

       (v)  To Seller's Knowledge, no Net Name is infringed or has
been challenged, interfered with or threatened in any way.  To
Seller's Knowledge, no Net Name infringes, interferes with or is
alleged to interfere with or infringe the trademark, copyright or
domain name of any other Person.

3.24  RELATIONSHIPS WITH RELATED PERSONS

Except as disclosed in Schedule 3.24, neither Seller nor any Related
Person of Seller has, or since January 1, 2002, has had, any interest
in any property (whether real, personal or mixed and whether tangible
or intangible) used in or pertaining to Seller's business.  Neither
Seller nor any nor any Related Person of Seller owns, or since
January 1, 2002, has owned, of record or as a beneficial owner, an
equity interest or any other financial or profit interest in any
Person that has (a) had business dealings or a material financial
interest in any transaction with Seller other than business dealings
or transactions disclosed in Schedule 3.24 or transactions incident to
employment relationships, each of which has been conducted in the
Ordinary Course of Business with Seller at substantially prevailing
market prices and on substantially prevailing market terms or (b)
engaged in competition with Seller with respect to any line of the
products or services of Seller (a "Competing Business") in any market
presently served by Seller, except for ownership of less than one
percent (1%) of the outstanding capital stock of any Competing
Business that is publicly traded on any recognized exchange or in the
over-the-counter market.  Except as set forth in Schedule 3.24,
neither Seller nor any Related Person of Seller is a party to any
Contract with, or has any claim or right against, Seller.

3.25  BROKERS OR FINDERS

Neither Seller nor any of its Representatives have incurred any
obligation or liability, contingent or otherwise, for brokerage or
finders' fees or agents' commissions or other similar payments in
connection with the sale of Seller's business or the Assets or the
Contemplated Transactions, except for Seller's arrangements with
Mayfair Associates, LLC, and Seller shall be solely responsible for
the payment and discharge of all such obligations to Mayfair
Associates, LLC.

3.26  INVESTMENT INTENT

Seller is acquiring the Buyer Common Stock to be issued to it pursuant
to Section 2.4(g) for investment for its own account and not on behalf
of other Persons and not with a view to or for resale,
fractionalization, division, or distribution thereof, or the grant of
any participation therein, and it has no present intent of
distributing or selling to any other Person such shares of Buyer
Common Stock or granting any participation therein.  Seller
understands that the Buyer Common Stock has not been registered under
the Securities Act or any applicable state securities act by reason of
a specified exemption from the registration provisions of the
Securities Act and applicable state securities laws, which may depend
upon, among other things, the bona fide nature of Seller's investment
intent as expressed herein.  Seller is an "accredited investor" (as
defined in Rule 501(a) of Regulation D under the Securities Act) and
has such knowledge and experience in financial and business matters as
to be capable of evaluating the merits and risks of its investment in
the Buyer Common Stock, and it is able to bear the economic risk of
such an investment.  Seller is aware that the certificate evidencing
the shares of Buyer Common Stock will contain a conspicuous legend
referencing the transfer restrictions imposed by the securities laws
and by the terms of the Buyer Shareholder Agreement, and Seller agrees
that a stock transfer order may be placed on the transfer books
maintained with respect to the Buyer Common Stock which gives effect
to the transfer restrictions described above.

3.27  WATER RIGHTS

   (a)  Seller has good and marketable title to Seller's Water Rights.
Seller has not placed any Encumbrances on the Seller's Water Rights
and does not have any Knowledge of any other Encumbrances on Seller's
Water Rights.

   (b)  To Seller's Knowledge, any applicable requirements have been
met for filing a claim in the Snake River Basin Adjudication with
respect to each of Seller's Water Rights.  To Seller's Knowledge,
Seller has completed any additional applicable required steps to
protect, preserve and defend all its interest in Seller's Water Rights
in the SRBA.

   (c)  Except with respect to uncontested claims for Seller's Water
Rights in the Snake River Basin Adjudication, Seller has no Knowledge
of any claims, actions, suits, arbitrations, proceedings, or
investigations by or before any court or arbitration body, any
governmental, administrative or regulatory agency, or any other body,
pending or threatened against, effecting or relating to the Seller's
Water Rights, nor is Seller aware of any basis for such claim, action,
suit, arbitration, proceeding or investigation.

   (d)  The description of Seller's Water Rights set forth in each
permit, license and partial decree (if any) is valid and correct in
all material respects.

   (e)  To Seller's Knowledge, none of Seller's Water Rights has been
forfeited or abandoned, and each has been placed to continual
beneficial use by the Seller and/or its predecessor in interest (if
any) and has never been subject to a continuous five-year period of
non-use except as such non-use is excused and exempt from forfeiture
under Idaho statute, such as by placing the Water Right in an
appropriate water bank.

3.28  DISCLOSURE

No representation or warranty or other statement made by Seller in
this Agreement, the certificates delivered pursuant to Section 2.7(a)
or otherwise in connection with the Contemplated Transactions contains
any untrue statement or omits to state a material fact necessary to
make any of them, in light of the circumstances in which it was made,
not misleading.

                              ARTICLE 4

           REPRESENTATIONS AND WARRANTIES OF BUYER AND AMCON

Subject to the limitations set forth on the Schedules attached to this
Agreement (and to the extent that any exception is disclosed pursuant
to any specific Schedule, it shall be deemed to be disclosed for any
and all other provisions of this ARTICLE 4 for which its relevance is
reasonably ascertainable from its inclusion in any other Schedule),
Buyer and AMCON jointly and severally represent and warrant to Seller
as follows:

4.1  ORGANIZATION AND GOOD STANDING

Buyer is a corporation duly organized, validly existing and in good
standing under the laws of the State of Delaware, with full corporate
power and authority to conduct its business as it is now conducted.
AMCON is a corporation duly organized, validly existing and in good
standing under the laws of the State of Delaware, with full corporate
power and authority to conduct its business as it is now conducted.

4.2 AUTHORITY; NO CONFLICT

   (a)  This Agreement constitutes the legal, valid and binding
obligation of Buyer, enforceable against Buyer in accordance with its
terms except to the extent that enforcement thereof may be limited by
general principles of equity (regardless of whether enforcement is
considered in a proceeding at law or in equity).  Upon the execution
and delivery by Buyer of the Assignment and Assumption Agreement, the
Employment Agreements, the Three Year Note, the Ten Year Note, the
Security Agreement, the Buyer Shareholder Agreement, the Seller Voting
Agreement and each other agreement to be executed or delivered by
Buyer at Closing (collectively, the "Buyer Closing Documents"), each
of the Buyer Closing Documents will constitute the legal, valid and
binding obligation of Buyer, enforceable against Buyer in accordance
with its respective terms except to the extent that enforcement
thereof may be limited by general principles of equity (regardless of
whether enforcement is considered in a proceeding at law or in
equity).  Buyer has the absolute and unrestricted right, power and
authority to execute and deliver this Agreement and the Buyer Closing
Documents and to perform its obligations under this Agreement and the
Buyer Closing Documents, and such action has been duly authorized by
all necessary corporate action.

   (b)  This Agreement constitutes the legal, valid and binding
obligation of AMCON, enforceable against AMCON in accordance with its
terms except to the extent that enforcement thereof may be limited by
general principles of equity (regardless of whether enforcement is
considered in a proceeding at law or in equity).  Upon the execution
and delivery by AMCON of the Guaranty, Buyer Shareholder Agreement and
each other agreement to be executed or delivered by AMCON at Closing
(collectively, the "AMCON Closing Documents"), each of the AMCON
Closing Documents will constitute the legal, valid and binding
obligation of AMCON, enforceable against AMCON in accordance with its
respective terms, except to the extent that enforcement thereof may be
limited by bankruptcy, insolvency, reorganization, moratorium,
fraudulent conveyance or other similar laws affecting enforcement of
creditors' rights generally, and by general principles of equity
(regardless of whether enforcement is considered in a proceeding at
law or in equity).  AMCON has the absolute and unrestricted right,
power and authority to execute and deliver this Agreement and the
AMCON Closing Documents and to perform its obligations under this
Agreement and the AMCON Closing Documents, and such action has been
duly authorized by all necessary corporate action.

   (c)  Neither the execution and delivery of this Agreement by Buyer
or AMCON nor the consummation or performance of any of the
Contemplated Transactions by Buyer or AMCON will give any Person the
right to prevent, delay or otherwise interfere with any of the
Contemplated Transactions pursuant to:

       (i)  any provision of Buyer's or AMCON's Governing Documents;

       (ii)  any resolution adopted by the board of directors or the
shareholders of Buyer or AMCON;

       (iii)  any Legal Requirement or Order to which Buyer or AMCON
may be subject; or

       (iv)  any Contract to which Buyer or AMCON is a party or by
which Buyer or AMCON may be bound.

Neither Buyer nor AMCON will be required to obtain any Consent from
any Person in connection with the execution and delivery of this
Agreement or the consummation or performance of any of the
Contemplated Transactions.

4.3  CERTAIN PROCEEDINGS

   (a)  Except as set forth in Schedule 4.3, there is no pending or,
to Buyer's or AMCON's Knowledge, threatened Proceeding:

       (i)  by or against Buyer or AMCON or that otherwise relates to
or may affect its business; or

       (ii)  that challenges, or that may have the effect of
preventing, delaying, making illegal or otherwise interfering with,
any of the Contemplated Transactions.

To the Knowledge of Buyer or AMCON, no event has occurred or
circumstance exists that is reasonably likely to give rise to or serve
as a basis for the commencement of any such Proceeding, except where
such event would not reasonably be likely to have a material adverse
effect on the business prospects, results of operations, financial
condition or assets of Buyer and AMCON, taken as a whole (a "Buyer
Material Adverse Effect").  Buyer or AMCON has delivered to Seller
copies of all pleadings, correspondence and other documents relating
to each Proceeding listed in Schedule 4.3.  There are no Proceedings
listed or required to be listed in Schedule 4.3 that could have a
Buyer Material Adverse Effect.

   (b)  Except as set forth in Schedule 4.3, there is no Order to
which Buyer or AMCON, the business of AMCON or their respective assets
are subject.

   (c)  Except as set forth in Schedule 4.3:

       (i)  Buyer and AMCON are in compliance with all of the terms
and requirements of each Order to which they or their respective
assets are or have been subject, except where any noncompliance would
not have a Buyer Material Adverse Effect;

       (ii)  no event has occurred or circumstance exists that is
reasonably likely to constitute or result in (with or without notice
or lapse of time) a violation of or failure to comply with any term or
requirement of any Order to which Buyer or AMCON or the Assets are
subject except where such failure would not have a Buyer Material
Adverse Effect; and

       (iii)  to Buyer's Knowledge, Buyer has not received, at any
time since January 1, 2002, any notice or other written or oral
communication from any Governmental Body or any other Person regarding
any actual, alleged, possible or potential violation of, or failure to
comply with, any term or requirement of any Order to which Buyer or
AMCON or their respective assets are or have been subject.

4.4  BROKERS OR FINDERS

Neither Buyer nor AMCON nor any of their Representatives have incurred
any obligation or liability, contingent or otherwise, for brokerage or
finders' fees or agents' commissions or other similar payment in
connection with the Contemplated Transactions, except for AMCON and
Buyer's arrangements with Cybus Capital, and Seller and AMCON shall be
solely responsible for the payment and discharge of all such
obligations to Cybus Capital.

4.5  CAPITALIZATION

   (a)  The authorized equity securities of AMCON consist of
15,000,000 shares of AMCON Common Stock, $0.01 par value per share
("AMCON Common Stock"), and 1,000,000 shares of preferred stock, $0.01
par value per share ("AMCON Preferred Stock").  At the close of
business on the date hereof, (i) 3,169,154 shares of AMCON Common
Stock were issued and outstanding, (ii) stock options to purchase an
aggregate of 311,650 shares of AMCON Common Stock were issued and
outstanding (the "AMCON Stock Options"), (iii) no shares of AMCON
Common Stock were held in its treasury and (iii) no shares of AMCON
Preferred Stock were issued and outstanding.  All outstanding shares
of capital stock of AMCON have been duly authorized and validly issued
and are fully paid and nonassessable.  AMCON is currently considering
making a private placement, which may occur prior to the Closing, of
up to $10 million of common stock, preferred stock convertible into
common stock, or subordinated notes convertible into common stock, the
purchasers of which may include officers and directors of AMCON and
the issuance of which will be conditioned upon receipt of an opinion
from Stern Brothers Valuation Advisers, Inc. (or another valuation
expert) that the terms of such issuance are fair to AMCON's
stockholders from a financial point of view.

   (b)  As of the date hereof, except (i) as set forth in this Section
4.5 and (ii) the one-for-six reverse stock split described in AMCON's
proxy statement dated March 3, 2004 which will become effective on or
about May 11, 2004 if stockholder approval thereof is obtained (the
"Reverse Stock Split"), there are no outstanding (x) shares of capital
stock or other voting securities of AMCON, (y) securities of AMCON
convertible into or exchangeable for shares of capital stock or voting
securities of AMCON, or (z) options or other rights to acquire from
AMCON, and no obligation of AMCON to issue, any capital stock, voting
securities or securities convertible into or exchangeable for capital
stock or voting securities of AMCON (the items in clauses (x), (y) and
(z) being referred to collectively as the "AMCON Securities").  Except
for the Reverse Stock Split, there are no outstanding obligations of
AMCON or any Subsidiary of AMCON to repurchase, redeem or otherwise
acquire any AMCON Securities.  There are no outstanding contractual
obligations of AMCON to provide funds to, or make any investment (in
the form of a loan, capital contribution or otherwise) in, any other
Person other than in the ordinary course of business consistent with
past practice.  There are no stockholder agreements, voting trusts or
other agreements or understandings to which AMCON is a party, or of
which AMCON is aware, relating to voting, registration or disposition
of any shares of capital stock of AMCON or granting to any person or
group of persons the right to elect, or to designate or nominate for
election, a director to the board of directors of AMCON.

   (c)  The authorized capital stock of Buyer consists of 200,000
shares of Buyer Common Stock.  94,440 shares of Buyer Common Stock are
issued and outstanding, and no shares of Buyer Common Stock are held
in its treasury.  All outstanding shares of capital stock of Buyer
have been duly authorized and validly issued and are fully paid and
nonassessable.

   (d)  As of the date hereof, there are no outstanding (i) shares of
capital stock or other voting securities of Buyer, (ii) securities of
Buyer convertible into or exchangeable for shares of capital stock or
voting securities of Buyer, or (iii) options or other rights to
acquire from Buyer, and no obligation of Buyer to issue, any capital
stock, voting securities or securities convertible into or
exchangeable for capital stock or voting securities of Buyer (the
items in clauses (i), (ii) and (iii) being referred to collectively as
the "Buyer Securities").  There are not outstanding obligations of
Buyer or any Subsidiary of Buyer to repurchase, redeem or otherwise
acquire any Buyer Securities.  There are not outstanding contractual
obligations of Buyer to provide funds to, or make any investment (in
the form of a loan, capital contribution or otherwise) in, any other
Person other than in the ordinary course of business consistent with
past practice.  There are not stockholder agreements, voting trusts or
other agreements or understandings to which Buyer is a party, or of
which Buyer is aware, relating to voting, registration or disposition
of any shares of capital stock of Buyer or granting to any person or
group of persons the right to elect, or to designate or nominate for
election, a director to the board of directors of Buyer.

4.6  AMCON SEC DOCUMENTS

   (a)  AMCON has made available to Seller the AMCON SEC Documents.
AMCON has timely filed all reports, filings, registration statements
and other documents required to be filed by it with the SEC since
January 1, 2002.  No Subsidiary of AMCON is required to file any form,
report, registration statement or prospectus or other document with
the SEC.

   (b)  As of its filing date, each AMCON SEC Document complied as to
form in all material respects with the applicable requirements of the
Securities Act and/or the Exchange Act, as the case may be and the
rules and regulations thereunder.

   (c)  No AMCON SEC Document contained, as of its filing date, any
untrue statement of a material fact or omitted to state any material
fact necessary in order to make the statements made therein, in the
light of the circumstances under which they were made, not misleading.
No AMCON SEC Document, as amended or supplemented, if applicable,
filed pursuant to the Securities Act contained, as of the date such
document or amendment became effective, any untrue statement of a
material fact or omitted to state any material fact required to be
stated therein or necessary to make the statements therein not
misleading.

   (d)  Each of the consolidated balance sheet of AMCON included in or
incorporated by reference into the AMCON SEC Documents (including the
related notes and schedules) fairly present the consolidated financial
position of AMCON and its Subsidiaries as of its date (subject, in the
case of unaudited statements, to normal year-end audit adjustments
which are not reasonably expected to be material in amount or effect),
and each of the consolidated statements of income, retained earnings
and cash flows of AMCON included in or incorporated by reference into
AMCON SEC Documents (including any related notes and schedules) fairly
present the results of operations, retained earnings or cash flows, as
the case may be, of AMCON and its Subsidiaries for the periods set
forth therein (subject, in the case of unaudited statements, to normal
year-end audit adjustments which are not reasonably expected to be
material in amount or effect).  The financial statements of AMCON,
including the notes thereto, included in or incorporated by reference
into the AMCON SEC Documents comply as to form in all material
respects with applicable accounting requirements and with the
published rules and regulations of the SEC with respect thereto, and
have been prepared in accordance with GAAP (except as may be indicated
in the notes thereto).  Since January 1, 2002, there has been no
material change in AMCON's accounting methods or principles except as
described in the notes to such AMCON financial statements.

4.7  ABSENCE OF CERTAIN CHANGES AND EVENTS

Except as set forth on Schedule 4.7, since December 31, 2003,
(a)  neither Buyer nor AMCON have suffered any Buyer Material Adverse
Effect; (b)  AMCON has conducted its business only in the Ordinary
Course of Business; and (c)  neither Buyer nor AMCON has entered into
any transactions that would be required to be disclosed by AMCON in
its Form 10K for the year ended September 30, 2004.

4.8  COMPLIANCE WITH LEGAL REQUIREMENTS; GOVERNMENTAL AUTHORIZATIONS

   (a)  each AMCON and Buyer is in material compliance with each Legal
Requirement that is applicable to it or to the conduct or operation of
its business or the ownership of any of its assets;

   (b)  no event has occurred or circumstance exists that (with or
without notice or lapse of time) (A) may constitute or result in a
material violation by Buyer and/or AMCON of, or a material failure on
the part of Buyer and/or AMCON to comply with, any Legal Requirement
or (B)  may give rise to any obligation on the part of Buyer and/or
AMCON to undertake, or to bear all or any portion of the cost of, any
remedial action of any nature, except where any other such event would
have a Buyer Material Adverse Effect; and

   (c)  to the Knowledge of Buyer and AMCON, neither Buyer nor AMCON
has received, at any time since January 1, 2002, any notice or other
written or oral communication from any Governmental Body or any other
Person regarding (A) any actual, alleged, possible or potential
violation of, or failure to comply with, any Legal Requirement or (B)
any actual, alleged, possible or potential obligation on the part of
Buyer or AMCON to undertake, or to bear all or any portion of the cost
of, any remedial action of any nature.

                                ARTICLE 5

                 COVENANTS OF SELLER PRIOR TO CLOSING

5.1  ACCESS AND INVESTIGATION

Between the date of this Agreement and the Closing Date, and upon
reasonable advance notice received from Buyer, Seller shall (a) afford
Buyer and its Representatives and prospective lenders and their
Representatives (collectively, "Buyer Group") full and free access,
during regular business hours, to Seller's personnel, properties,
Contracts, Governmental Authorizations, books and Records and other
documents and data, such rights of access to be exercised in a manner
that does not unreasonably interfere with the operations of Seller;
(b) furnish Buyer Group with copies of all such Contracts,
Governmental Authorizations, books and Records and other existing
documents and data as Buyer may reasonably request; (c) furnish Buyer
Group with such additional financial, operating and other relevant
data and information as Buyer may reasonably request; and (d)
otherwise cooperate and assist, to the extent reasonably requested by
Buyer, with Buyer's investigation of the properties, assets and
financial condition related to Seller. In addition, Buyer shall have
the right to have the Real Property and Tangible Personal Property
inspected by Buyer Group, at Buyer's sole cost and expense, for
purposes of determining the physical condition and legal
characteristics of the Real Property and Tangible Personal Property.
In the event subsurface or other destructive testing is recommended by
any of Buyer Group, Buyer shall be permitted to have the same
performed with the prior written consent of Seller, which consent
shall not be unreasonably withheld.

5.2  OPERATION OF THE BUSINESS OF SELLER

Between the date of this Agreement and the Closing, Seller shall:

   (a)  conduct its business only in the Ordinary Course of Business;

   (b)  except as otherwise directed by Buyer in writing, and without
making any commitment on Buyer's behalf, use its Best Efforts to
preserve intact its current business organization, keep available the
services of its officers, employees and agents and maintain its
relations and good will with suppliers, customers, landlords,
creditors, employees, agents and others having business relationships
with it;

   (c)  confer with Buyer prior to implementing operational decisions
of a material nature outside the Ordinary Course of Business;


   (d)  otherwise report periodically to Buyer concerning the status
of its business, operations and finances;

   (e)  make no material changes in management personnel without prior
consultation with Buyer;

   (f)  maintain the Assets in the Ordinary Course of Business;

   (g)  keep in full force and effect, without amendment, all material
rights relating to Seller's business, other than in the Ordinary
Course of Business;

   (h)  comply in all material respects with all Legal Requirements
and contractual obligations applicable to the operations of Seller's
business;

   (i)  continue in full force and effect the insurance coverage under
the policies set forth in Schedule 3.19(b) or substantially equivalent
policies;

   (j)  except as required to comply with ERISA or to maintain
qualification under Section 401(a) of the Code, not amend, modify or
terminate any Employee Plan without the express written consent of
Buyer;

   (k)  cooperate with Buyer and assist Buyer in identifying the
Governmental Authorizations required by Buyer to operate the business
from and after the Closing Date and either transferring existing
Governmental Authorizations of Seller to Buyer, where permissible, or
obtaining new Governmental Authorizations for Buyer;

   (l)  take all reasonable steps to claim, protect, preserve and
defend all material interest in its Water Rights in the SRBA;

   (m)  upon request from time to time, execute and deliver all
documents, testify in any Proceedings and do all other acts that may
be reasonably necessary or desirable in the reasonable opinion of
Buyer to consummate the Contemplated Transactions, all without further
consideration;

   (n)  maintain all books and Records of Seller relating to the
Business in the Ordinary Course of Business; and

   (o)  not increase any bonuses, salaries or other compensation to
any officer or employee or enter into any employment, or similar
contract with any officer or employee.

5.3 NEGATIVE COVENANT

Except as otherwise expressly permitted herein, between the date of
this Agreement and the Closing Date, Seller shall not, without the
prior written Consent of Buyer, (a) take any affirmative action, or
fail to take any reasonable action within its control, as a result of
which any of the changes or events listed in Sections 3.13 or 3.17
would be likely to occur in any material respect; (b) make any
modification to any material Contract or Governmental Authorization,
except in the Ordinary Course of Business; (c) allow the levels of raw
materials, supplies or other materials included in the Inventories to
vary materially from the levels customarily maintained, except for
increases in business activities in the Ordinary Course of Business;
or (d) enter into any compromise or settlement of any litigation,
proceeding or governmental investigation relating to the Assets, the
Business or the Assumed Liabilities.

5.4  REQUIRED APPROVALS

As promptly as practicable after the date of this Agreement, Seller
shall make all filings required by Legal Requirements to be made by it
in order to consummate the Contemplated Transactions.  Seller also
shall cooperate with Buyer and its Representatives with respect to all
filings that Buyer elects to make or, pursuant to Legal Requirements,
shall be required to make in connection with the Contemplated
Transactions.  Seller also shall use its Best Efforts (both prior and
subsequent to Closing) to obtain all Consents required for the
assignment of the Seller Contacts to Buyer, including all Material
Consents.

5.5  NOTIFICATION

Between the date of this Agreement and the Closing, Seller shall
promptly notify Buyer in writing if Seller becomes aware of any fact
or condition that causes or constitutes a Breach of any of Seller's
representations and warranties in any material respect.  During the
same period, Seller also shall promptly notify Buyer of the occurrence
of any Breach of any covenant of Seller in this ARTICLE 5 or of the
occurrence of any event that may make the satisfaction of the
conditions in ARTICLE 7 impossible or unlikely.

5.6  BEST EFFORTS

Seller shall use its Best Efforts to cause the conditions in ARTICLE 7
to be satisfied.

5.7  CHANGE OF NAME

On or before the Closing Date (or subsequent to the Closing Date if
requested by Buyer), Seller shall (a) amend its Governing Documents
and take all other actions necessary to change its name to one
sufficiently dissimilar to Seller's present name, in Buyer's judgment,
to avoid confusion and (b) take all actions requested by Buyer to
enable Buyer to change its name to Seller's present name (if Buyer so
elects).

5.8 PAYMENT OF LIABILITIES

Except as otherwise expressed herein, Seller shall pay or otherwise
satisfy in the Ordinary Course of Business all of its Liabilities and
obligations. Buyer and Seller hereby waive compliance with the bulk-
transfer provisions of the Uniform Commercial Code (or any similar
law) ("Bulk Sales Laws") in connection with the Contemplated
Transactions.

5.9  CURRENT EVIDENCE OF TITLE

   (a)  As soon as is reasonably possible, and in no event later than
ten (10) Business Days after the date of this Agreement, Seller shall
furnish to Buyer, at Seller's and Buyer's equal expense, for each
parcel, tract or subdivided land lot of Real Property:

       (i)  from Guaranty Title, Inc. as agent for Commonwealth Land
Title Insurance Company (the "Title Insurer"):

            (A)  title commitments issued by the Title Insurer to
insure title to all Land, Improvements, insurable Appurtenances, if
any, in the amount of that portion of the Purchase Price allocated to
the Real Property, as specified in Schedule 2.5, covering such Real
Property, naming Buyer as the proposed insured and having an effective
date after the date of this Agreement, wherein the Title Insurer shall
agree to issue an ALTA 1992 form extended owner's policy of title
insurance endorsed to deleted exclusions for creditors rights and with
all standard preprinted exceptions deleted (each a "Title
Commitment"); and

            (B)  complete and legible copies of all recorded documents
listed as Schedule B-1 matters to be terminated or satisfied in order
to issue the policy described in the Title Commitment or as special
Schedule B-2 exceptions thereunder (the "Recorded Documents"); and

       (ii)  a survey of the Real Property made after the date of this
Agreement by a land surveyor licensed by the state in which the
Facility is located and bearing a certificate, signed and sealed by
the surveyor, certifying to Buyer and the Title Insurer that:

            (A)  such survey was made (1) in accordance with current
"Minimum Standard Detail Requirements for ALTA/ACSM Land Title
Surveys," jointly established and adopted by ALTA and ACSM, and
includes Items 1-4, 6, 7(a), 7(b)(1), 7(c), 8-11 and 13 of Table A
thereof, and (2) pursuant to the required Accuracy Standards as
adopted by ALTA and ACSM and in effect on the date of said
certificate; and

            (B)  such survey reflects the locations of all building
lines, easements and areas affected by any Recorded Documents
affecting such Real Property as disclosed in the Title Commitment
(identified by issuer, commitment number, and an effective date after
the date hereof) as well as any encroachments onto the Real Property
or by the Improvements onto any easement area or adjoining property
(each a "Survey"); and

   (b)  Each Title Commitment shall include the Title Insurer's
requirements for issuing its title policy, which requirements shall be
met by Seller on or before the Closing Date (including those
requirements that must be met by releasing or satisfying monetary
Encumbrances, but excluding Encumbrances that will remain after
Closing and those requirements that are to be met solely by Buyer).

   (c)  If any of the following shall occur (collectively, a "Title
Objection"):

       (i)  any Title Commitment or other evidence of title or search
of the appropriate real estate records discloses that any party other
than Seller has title to the insured estate covered by the Title
Commitment;

       (ii)  any title exception is disclosed in Schedule B to any
Title Commitment that is not one that Seller specifies when delivering
the Title Commitment to Buyer as one that Seller will cause to be
deleted from the Title Commitment concurrently with the Closing,
including (A) any exceptions that pertain to Encumbrances securing any
loans that do not constitute an Assumed Liability and (B) any
exceptions that Buyer reasonably believes could have a Seller Material
Adverse Effect; or

       (iii)  any Survey discloses any matter that Buyer reasonably
believes could have a Seller Material Adverse Effect;
then Buyer shall notify Seller in writing ("Buyer's Notice") of such
matters within ten (10) business days after date of receipt of all of
the Title Commitment, Survey and copies of Recorded Documents for the
Facility covered thereby.

   (d)  The parties hereto shall work together in good faith to cure
any Title Objections.  Any Title Objection that the Title Insurer is
willing to insure over on terms acceptable to Seller and Buyer is
herein referred to as an "Insured Exception."  The Insured Exceptions,
together with any title exception or matters disclosed by the Survey
not objected to by Buyer in the manner aforesaid shall be deemed to be
acceptable to Buyer (the "Permitted Real Estate Encumbrances").

5.10  SHAREHOLDERS MEETING

Seller will take all action necessary in accordance with and subject
to applicable law and Seller's Governing Documents to convene a
meeting of the holders of Seller's capital stock entitled to vote with
respect to the matters set forth herein, as soon as practicable after
the date of this Agreement to consider and vote upon (a) the adoption
and approval of this Agreement, and (b) the sale of substantially all
of the assets of Seller pursuant to this Agreement.  The
recommendation of the Board of Directors of Seller that Seller's
shareholders approve the items listed in this Section 5.10 shall be
included and delivered to Seller's shareholders in connection with any
notice, proxy statement or other communication given or provided to
Seller's shareholders in connection with such meeting.  Seller shall
cause the record date for purposes of determining the shareholders
entitled to notice and right to vote on the matters to be presented to
the shareholders at such meeting to be the same as the Agreement Date.


5.11  OFFICE LEASE

Seller currently occupies office space at 160 7th Street W., Suite 2C,
Ketchum, Idaho.  Seller has represented and warranted to Buyer that
the office lease is on a month-to-month basis at a rental rate of
$4,000 per month and that Seller will have the option (but not an
obligation) to purchase the office space on or about October 31, 2004
at a price equal to the lessor's cost (including costs for tenant
improvements).  Seller will use its Best Efforts prior to the Closing
(and thereafter if required) to cause the office lease to be placed in
written form, consistent with the current terms as herein recited (and
subject to Buyer's right of review and reasonable approval) and to be
assigned to Buyer at Closing.

5.12  PROMOTIONAL AND MARKETING MATERIALS PREPARED BY THIRD PARTIES

Seller will use its Best Efforts prior to the Closing (and thereafter
if required) to obtain the assignment of all Copyrights in
promotional, marketing and similar materials prepared for Seller which
were prepared by third parties, including without limitation any such
materials prepared by David Danford of Ram Design or by Express
Printing (or any graphic designer engaged or employed by it).

                              ARTICLE 6

             COVENANTS OF BUYER PRIOR TO CLOSING

6.1  ACCESS AND INVESTIGATION

Between the date of this Agreement and the Closing Date, and upon
reasonable advance notice received from Seller, Buyer or AMCON shall
(a) afford Seller and its Representatives and prospective lenders and
their Representatives (collectively, "Seller Group") access of a type
that is customary for a publicly-held company engaging in a similar
transaction, during regular business hours, to Buyer or AMCON's
personnel, properties, Contracts, Governmental Authorizations, books
and Records and other documents and data, such rights of access to be
exercised in a manner that does not unreasonably interfere with the
operations of Buyer or AMCON and that is consistent with the Legal
Requirements applicable to AMCON; (b) furnish Seller Group with copies
of all such Contracts, Governmental Authorizations, books and Records
and other existing documents and data as Seller may reasonably
request; (c) furnish Seller Group with such additional financial,
operating and other relevant data and information as Seller may
reasonably request; and (d) otherwise cooperate and assist, to the
extent reasonably requested by Seller.

6.2  REQUIRED APPROVALS

As promptly as practicable after the date of this Agreement, Buyer
shall make, or cause to be made, all filings required by Legal
Requirements to be made by it to consummate the Contemplated
Transactions. Buyer also shall cooperate, and cause its Related
Persons to cooperate, with Seller (a) with respect to all filings
Seller shall be required by Legal Requirements to make and (b) in
obtaining all Consents identified in Schedule 3.2(c), provided,
however, that Buyer shall not be required to dispose of or make any
change to its business, expend any material funds or incur any other
burden in order to comply with this Section 6.2.  Between the date of
this Agreement and the Closing, Buyer or AMCON shall promptly notify
Seller in writing if Buyer or AMCON becomes aware of any fact or
condition that causes or constitutes a Breach of any of Buyer or
AMCON's representations and warranties made as of the date of this
Agreement.  During the same period, Buyer or AMCON also shall promptly
notify Seller of the occurrence of any Breach of any covenant of Buyer
or AMCON in this ARTICLE 6 or of the occurrence of any event that may
make the satisfaction of the conditions in ARTICLE 8 impossible or
unlikely.

6.3  BEST EFFORTS

Buyer shall use its Best Efforts to cause the conditions in ARTICLE 8
to be satisfied.

                             ARTICLE 7

         CONDITIONS PRECEDENT TO BUYER'S OBLIGATION TO CLOSE

Buyer's obligation to purchase the Assets and to take the other
actions required to be taken by Buyer at the Closing is subject to the
satisfaction, at or prior to the Closing, of each of the following
conditions (any of which may be waived by Buyer, in whole or in part):

7.1  ACCURACY OF REPRESENTATIONS

The representations and warranties of Seller contained in ARTICLE 3 of
this Agreement shall be true and correct to the extent that any
inaccuracy therein would not result in a Seller Material Adverse
Effect as of the date hereof and as of the Closing as though made as
of such time (where all such representations and warranties shall be
read without regard to any materiality limitations, including Seller
Material Adverse Effect qualifications), except to the extent such
representations and warranties expressly relate to an earlier date, in
which case such representations shall be true and correct to the
extent that any inaccuracy therein would not result in a Seller
Material Adverse Effect as of such earlier date (where all such
representations and warranties shall be read without regard to any
materiality limitations, including Seller Material Adverse Effect
qualifications).

7.2  SELLER'S PERFORMANCE

All of the covenants and obligations that Seller is required to
perform or to comply with pursuant to this Agreement at or prior to
the Closing (considered collectively), and each of these covenants and
obligations (considered individually), shall have been duly performed
and complied with, except where the failure to so perform shall not
have a Seller Material Adverse Effect.

7.3  CONSENTS

Each of the Consents identified in Schedule 7.3 (the "Material
Consents") shall have been obtained and shall be in full force and
effect.

7.4  ADDITIONAL DOCUMENTS

Seller shall have caused the documents and instruments required by
Section 2.7(a) and the following additional documents to be delivered
(or tendered subject only to Closing) to Buyer:

   (a)  an opinion of Perkins Coie, dated the Closing Date, in the
form of Exhibit M; and

   (b)  releases of all material Encumbrances on the Assets, other
than Permitted Encumbrances, including releases of each mortgage of
record and reconveyances of each deed of trust with respect to each
parcel of real property included in the Assets.

7.5  TITLE INSURANCE

Buyer shall have received the Title Commitments as described in
Section 5.9, dated the Closing Date, in an aggregate amount equal to
the amount of the Purchase Price allocated to the Real Property,
amending the effective date to the date and time of recordation of the
deed transferring title to the Real Property to Buyer with no
exception for the gap between closing and recordation, deleting or
insuring over Title Objections as required pursuant to Section 5.9.

7.6   SHAREHOLDER APPROVAL

Each of the items described in Section 5.10 to be submitted to the
shareholders of Seller at a shareholders meeting shall have been
approved by the requisite vote of the holders of Seller's capital
stock.

7.7  ASSIGNMENT OF BUREAU CONTRACT

Seller shall have obtained from the United States Bureau of
Reclamation ("Bureau") the Bureau's consent in writing to the
assignment to Buyer of Seller's interest in the Bureau Contract.

7.8  NO PROCEEDINGS

Since the date of this Agreement, there shall not have been commenced
or threatened against Buyer, AMCON or against any Related Person of
Buyer or AMCON, any Proceeding that, if decided adversely, could
reasonably be expected to have a Seller Material Adverse Effect (a)
involving any challenge to, or seeking Damages or other relief in
connection with, any of the Contemplated Transactions or (b) that may
have the effect of preventing, delaying, making illegal, imposing
limitations or conditions on or otherwise interfering with any of the
Contemplated Transactions.

                              ARTICLE 8

         CONDITIONS PRECEDENT TO SELLER'S OBLIGATION TO CLOSE

Seller's obligation to sell the Assets and to take the other actions
required to be taken by Seller at the Closing is subject to the
satisfaction, at or prior to the Closing, of each of the following
conditions (any of which may be waived by Seller in whole or in part):

8.1  ACCURACY OF REPRESENTATIONS

The representations and warranties of Buyer contained in ARTICLE 4 of
this Agreement shall be true and correct to the extent that any
inaccuracy therein would not result in a Buyer Material Adverse Effect
as of the date hereof and as of the Closing as though made as of such
time (where all such representations and warranties shall be read
without regard to any materiality limitations, including Buyer
Material Adverse Effect qualifications), except to the extent such
representations and warranties expressly relate to an earlier date, in
which case such representations shall be true and correct to the
extent that any inaccuracy therein would not result in a Buyer
Material Adverse Effect as of such earlier date (where all such
representations and warranties shall be read without regard to any
materiality limitations, including Buyer Material Adverse Effect
qualifications).

8.2  BUYER'S PERFORMANCE

All of the covenants and obligations that Buyer and AMCON are required
to perform or to comply with pursuant to this Agreement at or prior to
the Closing (considered collectively), and each of these covenants and
obligations (considered individually), shall have been performed and
complied with, except where the failure to so perform shall not have a
Buyer Material Adverse Effect.

8.3  ADDITIONAL DOCUMENTS

Buyer and AMCON shall have caused the documents and instruments
required by Section 2.7(b) and an opinion of Stinson Morrison Hecker
LLP, dated the Closing Date, in the form of Exhibit N, to be delivered
(or tendered subject only to Closing) to Seller.

8.4  CAPITAL CONTRIBUTION TO BUYER

AMCON shall have made a capital contribution to Buyer in an amount not
less than $500,000, and Seller shall have received reasonable evidence
of such capital contribution.

8.5  SHAREHOLDER APPROVAL

Each of the items described in Section 5.10 to be submitted to the
shareholders of Seller at a shareholders meeting shall have been
approved by the requisite vote of the holders of Seller's capital
stock.

8.6  NO PROCEEDINGS

Since the date of this Agreement, there shall not have been commenced
or threatened against Seller or against any Related Person of Seller,
any Proceeding that, if decided adversely, could reasonably be
expected to have a Buyer Material Adverse Effect (a) involving any
challenge to, or seeking Damages or other relief in connection with,
any of the Contemplated Transactions or (b) that may have the effect
of preventing, delaying, making illegal, imposing limitations or
conditions on or otherwise interfering with any of the Contemplated
Transactions.

                             ARTICLE 9

                            TERMINATION

9.1  TERMINATION EVENTS

By notice given prior to or at the Closing, subject to Section 9.2,
this Agreement may be terminated as follows:

   (a)  by Buyer and AMCON if a Breach of any provision of this
Agreement has been committed by Seller, where such Breach has had a
Seller Material Adverse Effect, and such Breach has not been waived by
Buyer and AMCON or cured by Seller within thirty (30) days after
Seller's receipt of written notice of such Breach by AMCON or Buyer;

   (b)  by Seller if a Breach of any provision of this Agreement has
been committed by Buyer or AMCON, where such Breach has had a Buyer
Material Adverse Effect, and such Breach has not been waived by Seller
or cured by Buyer and/or AMCON within thirty (30) days after Buyer's
or AMCON's receipt of written notice of such Breach by Seller;

   (c)  by Buyer or AMCON if any condition in ARTICLE 7 has not been
satisfied as of the date specified for Closing in the first sentence
of Section 2.6 or if satisfaction of such a condition by such date is
or becomes impossible (other than through the failure of Buyer or
AMCON to comply with its obligations under this Agreement), and Buyer
has not waived such condition on or before such date, provided,
however, that neither Buyer nor AMCON may exercise such right of
termination prior to the date determined pursuant to Section 9.1(f)
(i.e., May 17, 2004 or May 31, 2004, if applicable);

   (d)  by Seller if any condition in ARTICLE 8 has not been satisfied
as of the date specified for Closing in the first sentence of Section
2.6 or if satisfaction of such a condition by such date is or becomes
impossible (other than through the failure of Seller to comply with
their obligations under this Agreement), and Seller has not waived
such condition on or before such date, provided, however, that Seller
may not exercise such right of termination prior to the date
determined pursuant to Section 9.1(g) (i.e., May 17, 2004 or May 31,
2004, if applicable);

   (e)  by the consent of Buyer, AMCON and Seller;

   (f)  by Buyer or AMCON if the Closing has not occurred on or before
May 17, 2004 (but such date shall be extended to May 31, 2004 if the
Closing has not occurred because the conditions set forth in Section
7.7 have not been satisfied or waived by Buyer) or such later date as
the parties may agree upon, unless Buyer or AMCON is in Breach of this
Agreement where such Breach has had a Buyer Material Adverse Effect;
or

   (g)  by Seller if the Closing has not occurred on or before May 17,
2004 (but such date shall be extended to May 31, 2004 if the Closing
has not occurred because the conditions set forth in Section 7.7 have
not been satisfied or waived by Buyer) or such later date as the
parties may agree upon, unless the Seller is in Breach of this
Agreement where such Breach has had a Seller Material Adverse Effect.

9.2  EFFECT OF TERMINATION

Each party's right of termination under Section 9.1 is in addition to
any other rights it may have under this Agreement or otherwise, and
the exercise of such right of termination will not be an election of
remedies.  If this Agreement is terminated pursuant to Section 9.1,
all obligations of the parties under this Agreement will terminate,
provided, however, that, if this Agreement is terminated because of a
Breach of this Agreement by the nonterminating party or because one or
more of the conditions to the terminating party's obligations under
this Agreement is not satisfied as a result of the party's failure to
comply with its obligations under this Agreement, the terminating
party's right to pursue all legal remedies will survive such
termination unimpaired.


                           ARTICLE 10

                      ADDITIONAL COVENANTS

10.1  EMPLOYEES AND EMPLOYEE BENEFITS

   (a)   Information on Active Employees. For the purpose of this
Agreement, the term "Active Employees" shall mean all employees
employed on the Closing Date by Seller for its business who are:

          (i)   bargaining unit employees currently covered by a
collective bargaining agreement, or

         (ii)   employed exclusively in Seller's business as currently
conducted, including employees on temporary leave of absence,
including family medical leave, military leave, temporary disability
or sick leave, but excluding employees on long-term disability leave.


   (b)   Salaries and Benefits.

          (i)   Seller shall be responsible for (A) the payment of all
wages and other remuneration due to Active Employees with respect to
their services as employees of Seller through the close of business on
the Closing Date, including all vacation pay earned prior to the
Closing Date; and (B) the payment of any termination or severance
payments.

   (c)   Buyer agrees to make an offer of employment to each Active
Employee at substantially the same salary and wage rate as reflected
on Schedule 3.21(a).  Each Active Employee who accepts such offer and
becomes employed by Buyer is referred to as a "Continuing Active
Employee".  Continuing Active Employees will have the right to
participate in any and all Buyer and/or AMCON benefits plans to the
same extent as any similarly situated employee of Buyer and/or AMCON,
with waivers to preexisting conditions, but subject to limitations set
by insurers and beyond Buyer's or AMCON's reasonable control.  Buyer
and/or AMCON Shall take all action necessary to cause the period of
service of continuing Active Employees with the Seller to be counted
as service for Buyer and AMCON and their affiliates for purposes of
determining eligibility and vesting under the benefit plans of Buyer
and AMCON and for determining benefits under the vacation, short-term
disability and severance, plans or programs, if any, of Buyer and
AMCON.  With respect to any plan that is a "welfare benefit plan" (as
defined in Section 3(1) of ERISA) that was maintained by Seller as of
the Closing that is subject to Section 4980B of the Code and any
applicable state statutes mandating health insurance continuation
coverage (such coverage "COBRA Coverage"), Buyer agrees to provide the
applicable continuation coverage for any employee of Seller who is, as
of the Closing, (1) entitled to such COBRA Coverage as a result of a
qualifying event (as defined in Code Section 4980B) that occurs
because of the transaction consummated by this Agreement, or (2)
currently receiving or eligible COBRA Coverage under a Seller welfare
plan.

10.2  PAYMENT OF ALL TAXES RESULTING FROM SALE OF ASSETS BY SELLER

Seller shall pay in a timely manner all transfer Taxes resulting from
or payable in connection with the sale of the Assets pursuant to this
Agreement, regardless of the Person on whom such Taxes are imposed by
Legal Requirements.

10.3  ASSISTANCE IN PROCEEDINGS

Both parties will cooperate with the other and its counsel in the
contest or defense of, and make available its personnel and provide
any testimony and access to its books and Records in connection with,
any Proceeding involving or relating to (a) any Contemplated
Transaction or (b) any action, activity, circumstance, condition,
conduct, event, fact, failure to act, incident, occurrence, plan,
practice, situation, status or transaction on or before the Closing
Date involving Seller or the Business.

10.4  NONCOMPETITION, NONSOLICITATION AND NONDISPARAGEMENT

   (a)   Noncompetition.  Subject to Section 11.2, during the
Restricted Period, Seller shall not, anywhere in the United States
directly or indirectly invest in, own, manage, operate, finance,
control, advise, render services to or guarantee the obligations of
any Person engaged in or planning to become engaged in a business
whose products, services or activities compete, in whole or in part,
with the products or services offered by Buyer, or activities engaged
in by Buyer, at any time during the Restricted Period (a "Post-Closing
Competing Business"), provided, however, that Seller may purchase or
otherwise acquire up to (but not more than) five percent (5%) of any
class of the securities of any Person (but may not otherwise
participate in the activities of such Person) if such securities are
listed on any national or regional securities exchange or have been
registered under Section 12(g) of the Exchange Act.  For this purpose,
the "Restricted Period" shall mean the period commencing on the
Closing Date and continuing thereafter until the earlier to occur of
either: (i) the fifth (5th) anniversary of the Closing Date, or (ii)
the date on which Seller obtains the ownership or possession of the
Collateral as a result of its foreclosure of its lien or security
interests in the Collateral following a default by Buyer pursuant to
the terms of the Three Year Note, the Ten Year Note, the Security
Agreement or the Mortgage.

   (b)   Nonsolicitation.  During the Restricted Period, Seller shall
not, directly or indirectly on behalf of a Post-Closing Competing
Business:

         (i)   solicit the business of any Person who is a customer of
Buyer;

        (ii)   cause, induce or attempt to cause or induce any
customer, supplier, licensee, licensor, franchisee, employee,
consultant or other business relation of Buyer to cease doing business
with Buyer, to deal with any competitor of Buyer or in any way
interfere with its relationship with Buyer;

       (iii)   cause, induce or attempt to cause or induce any
customer, supplier, licensee, licensor, franchisee, employee,
consultant or other business relation of Seller on the Closing Date to
cease doing business with Buyer, to deal with any competitor of Buyer
or in any way interfere with its relationship with Buyer; or

        (iv)   hire, retain or attempt to hire or retain any employee
or independent contractor of Buyer or in any way interfere with the
relationship between Buyer and any of its employees or independent
contractors.

   (c)   Nondisparagement.  After the Closing Date, neither party
hereto will disparage the other party or any of its shareholders,
directors, officers, employees or agents.

   (d)   Modification of Covenant.  If a final judgment of a court or
tribunal of competent jurisdiction determines that any term or
provision contained in Section 10.4(a) through (c) is invalid or
unenforceable, then the parties agree that the court or tribunal will
have the power to reduce the scope, duration or geographic area of the
term or provision, to delete specific words or phrases or to replace
any invalid or unenforceable term or provision with a term or
provision that is valid and enforceable and that comes closest to
expressing the intention of the invalid or unenforceable term or
provision.  This Section 10.4 will be enforceable as so modified after
the expiration of the time within which the judgment may be appealed.
This Section 10.4 is reasonable and necessary to protect and preserve
Buyer's legitimate business interests and the value of the Assets and
to prevent any unfair advantage conferred on Seller.

10.5  RETENTION OF AND ACCESS TO RECORDS

After the Closing Date, Buyer shall retain for a period consistent
with Buyer's record-retention policies and practices, and as required
under applicable law to Seller and Buyer, those Records of Seller
delivered to Buyer.  Buyer also shall provide Seller and their
Representatives reasonable access thereto, during normal business
hours and upon prior written notice, for any reasonable business
purpose specified by Seller in such notice.  After the Closing Date,
Seller shall provide Buyer and its Representatives reasonable access
to Records that are Excluded Assets, during normal business hours and
upon reasonable prior written notice, for any reasonable business
purpose specified by Buyer in such notice.

10.6  FURTHER ASSURANCES

Prior and subsequent to the Closing, the parties shall cooperate
reasonably with each other and with their respective Representatives
in connection with any steps required to be taken as part of their
respective obligations under this Agreement, and shall (a) furnish
upon request to each other such further information; (b) execute and
deliver to each other such other documents; and (c) do such other acts
and things, all as the other party may reasonably request for the
purpose of carrying out the intent of this Agreement and the
Contemplated Transactions.

10.7  COLLECTION OF ACCOUNTS RECEIVABLE

At the Closing, Seller shall provide Buyer with a list of its Accounts
Receivable as of the Closing Date, including the name, address and
amount owed by each Accounts Receivable debtor and the related invoice
numbers and other information appropriate to the collection of
Seller's Accounts Receivable (the "Accounts Statement").  After the
Closing Date, Buyer shall use its Best Efforts to collect for the
benefit of Seller the Accounts Receivable listed on the Accounts
Statement, but shall not be obligated to commence any Proceeding or
retain the services of any third party (e.g., collection agency,
attorney, etc.) to collect any of Seller's Accounts Receivable, and
shall not offer any discount on any of Seller's Accounts Receivable
without the prior consent of Seller.  Within ten (10) days from the
last day of each month, Buyer shall pay to Seller ninety-eight percent
(98%) of Seller's Accounts Receivable collected by Buyer during the
month, retaining two percent (2%) of Seller's Accounts Receivable
collected by Buyer as a fee for reimbursement of Buyer's time and
effort in effecting such collections.  Upon reasonable advance notice
during normal business hours, Seller may inspect the books and records
of Buyer relating to Buyer's collection of Seller's Accounts
Receivable.  During the first ninety (90) days after Closing, Seller
shall not attempt to collect (and will not commence any Proceeding to
collect) any of its Accounts Receivable without the prior consent of
Buyer.  If following the Closing Buyer receives any payment or
remittance from a debtor reflected on the Accounts Statement and which
debtor is also a continuing customer of Buyer, then such collection
shall first be allocated to the amounts owing from the debtor on the
Account Statement and thereafter any excess amounts to such debtor's
account with Buyer.

10.8  PARADISE LODGE

   (a)   After the Closing Date, Seller, upon reasonable advance
written notice to Buyer, may use Paradise Lodge provided its use does
not interfere with the business operations of Buyer or AMCON.  The fee
charged to Seller by Buyer for such use will be a reasonable daily fee
(as established and adjusted from time to time by Buyer), but such fee
will not exceed the lowest fee then in effect for use of Paradise
Lodge by any third party for a use unrelated to Buyer's business.
Seller's use of Paradise Lodge will be subject to such reasonable
rules, regulations and safety requirements as may be established from
time to time by Buyer.

   (b)   Buyer and/or AMCON agree to honor all future reservations
made prior to the Closing Date upon the terms made at the time of
booking and is described on Schedule 10.8(b).

   (c)   Notwithstanding the foregoing, Buyer or AMCON shall have the
right to sell the Paradise Lodge to a third-party, subject to a right
of first offer in favor of Seller, in which case, upon the
consummation of the sale to such unrelated third party, the rights
afforded in this Section 10.8 shall terminate if such third party
purchaser is not an affiliate of Buyer.  If Buyer shall determine that
it desires to sell Paradise Lodge, it shall first offer to sell such
property to Seller, and provide Seller with a written notice ("Offer
Notice") regarding the price and general terms of sale on which the
property will be sold.  Seller shall have thirty (30) days after the
date of receiving such Offer Notice from Buyer to provide Seller's
binding commitment to Buyer to purchase such property at the price and
on the terms described in the Offer Notice ("Acceptance Notice").  If
Seller does not provide the Acceptance Notice within thirty (30) days
of receipt of the Offer Notice, Buyer may proceed to sell Paradise
Lodge at the same price and on the same general terms as indicated in
the Offer Notice.  If Buyer determines that it will offer Paradise
Lodge or desires to accept any offer from a third party for Paradise
Lodge at a lower price or at terms that are materially more favorable
than that offered to Seller pursuant to the Offer Notice, then
Seller's right of first offer shall again apply, and Buyer must offer
the property to Seller at such revised price and on such revised terms
in accordance with the provisions of this Section 10.8.

10.9  RESTRICTION ON SELLER DISSOLUTION AND DISTRIBUTIONS

In order to ensure that the vote by Seller's shareholders with respect
to the matters specified in Section 5.10 of this Agreement or any
other matter related thereto does not constitute an "offer" or "sale"
(as those terms are defined in Rule 145 under the Securities Act of
1933) of any security of Buyer or AMCON to be issued or delivered
pursuant to this Agreement or the Buyer Shareholder Agreement, Seller
(a) agrees not to (i) dissolve Seller, (ii) make a pro rata or similar
distribution of any such securities to the Seller's shareholders,
(iii) have the Seller's board of directors adopt a resolution or take
any other action that is inconsistent with clauses (i) or (ii), in
each case within one year period following the Closing, and (b)
represents and warrants that there is no pre-existing plan providing
for the distribution of any such securities at any time prior to the
first (1st) anniversary of the Closing.


                                  ARTICLE 11

                        USE OF WATER FROM SOURCE ASSET

11.1  WATER ROYALTY

   (a)   As additional consideration for the sale, transfer,
assignment and conveyance to Buyer of the Source Asset and the other
Assets, after the Closing in perpetuity, Buyer shall pay Seller a
royalty of $.03 per liter of water that is extracted by Buyer or its
affiliates or any Person acting through rights granted by Buyer or its
affiliates from the Source Asset or any other Water Rights, existing
now or in the future, on the Real Property or any Appurtenances
thereto ("Trinity Water Rights"), or any adjacent properties from
which Trinity Water Rights source water can be extracted for any
commercial purposes, including, without limitation, sales, marketing,
promotional purposes or any other commercial use (the "Water
Royalty").  Notwithstanding the foregoing, for purposes of calculating
the Water Royalty, a "commercial use" will not include such incidental
items as use of water from the Trinity Water Rights for purposes of
providing heat for buildings, swimming pool or spa uses, domestic
uses, water used by the Paradise Homeowners Association or members
thereof (other than Buyer or its affiliates), uses for irrigation and
sewer facilities, incidental industrial uses in Buyer's facility or
spillage during the bottling process in the Ordinary Course of
Business.  Payment of the Water Royalty shall be guaranteed by AMCON
pursuant to the Guaranty and shall be secured by the Collateral
(including the Trinity Water Rights) pursuant to the Security
Agreement and the Mortgage.  The total Water Royalty for the twelve
(12) month period beginning on the Closing Date shall be a minimum of
$206,400 and the total Water Royalty for each subsequent twelve month
period beginning on an anniversary of the Closing Date shall be a
minimum of $288,000.  Buyer shall pay the Water Royalty for each
quarter of the applicable twelve month period within thirty (30) days
of the end of the quarter, with the balance, if any, of the Water
Royalty required to satisfy the minimum Water Royalty requirements of
this Section 11.1, payable at the time the Water Royalty for the
fourth quarter of the twelve (12) month period is paid.  During the
five (5) year period commencing on the Closing Date, Seller may elect
to receive any Water Royalty payment in shares of AMCON Common Stock,
up to an aggregate of 250,000 (or if the Reverse Stock Split is
consummated, 41,666 shares, in each case, subject to adjustment for
other stock splits, reverse stock splits, stock dividends,
subdivisions, reclassifications or similar transactions by AMCON after
the date hereof) shares of AMCON Common Stock, by giving Buyer and
AMCON written notice of its election to be paid in AMCON Common Stock
at least thirty (30) days before the applicable Water Royalty payment
date, and the execution and delivery by Seller of a Subscription
Agreement substantially in the form attached hereto as Exhibit O.  The
number of shares of AMCON Common Stock to be issued to Seller as
payment for the Water Royalty pursuant to Seller's election shall
equal the Water Royalty payable on the payment date divided by the
average closing price of AMCON Common Stock as quoted by the American
Stock Exchange (or other securities exchange on which AMCON Stock may
be listed if no longer listed on the American Stock Exchange as
applicable) for the thirty (30) consecutive trading days ending on the
trading day immediately preceding the date of Seller's election.

   (b)   Buyer shall, and shall cause its Affiliates to, keep
accurate, complete and current records relating to the extraction of
water from the Source Asset or any other applicable Water Rights for
purposes of calculating the Water Royalty.  Upon reasonable advance
notice and during normal business hours, Seller and its agents shall
be entitled to examine and/or audit the books and records of Buyer and
its Affiliates in order to determine the Water Royalty payable for any
previous period.  Buyer shall, and shall cause its Affiliates to,
fully cooperate with Seller and its agents, including by promptly
making all of their books and records available to Seller and/or its
agents and by causing their personnel to meet with and answer
questions posed by Seller and its agents.  If Seller determines there
was an underpayment of the Water Royalty for any period, it shall
deliver written notice of such determination to Buyer (which notice
shall specify the amount of such underpayment and the basis of
Seller's determination) (the "Payment Notice").  If within twenty (20)
days following Seller's delivery of a Payment Notice to Buyer, Buyer
has not objected to the amount of the underpayment set forth in the
Payment Notice in writing (which notice shall state the basis of
Buyer's objection), the amount of the underpayment set forth in the
Payment Notice shall be binding and conclusive on the parties and
Buyer shall promptly pay the amount of the underpayment set forth in
the Payment Notice to Seller.  If Buyer has delivered to Seller its
written objection to the amount of the underpayment within such twenty
(20) day period, the parties shall attempt to resolve this dispute in
good faith in the same manner as the resolution of disputes relating
to the calculation of the Inventory and Current Assets Purchase Price
pursuant to Section 2.8 of this Agreement.


   (c)   Buyer shall have the right to terminate Buyer's obligations
to pay the Water Royalty hereunder pursuant to the terms and
provisions of this Section 11.1(c) (Buyer's right to so terminate
being referred to as "Buyer's Termination Right").

        (i)   As used in this Section 11.1(c), the following terms
shall have the following meaning:

             (A)   "Buyer Appraiser's FMV" means the Fair Market Value
as determined by Buyer's appraiser (who shall be independent) and as
set forth in Buyer's Exercise Notice.

             (B)   "Buyer's Exercise Notice" means the notice given by
Buyer exercising Buyer's Termination Right pursuant to clause (ii)
below.

             (C)   "Buyer's Exercise Date" means the date the Buyer's
Exercise Notice is given.

             (D)   "Fair Market Value" means the fair market value of
the future revenue stream of the Water Royalty determined as of the
date specified in Buyer's Exercise Notice and determined as provided
in clause (ix) below.

             (E)   "Independent Appraiser" means the third party
independent appraiser selected pursuant to clause (vii)(A) below.

             (F)   "Independent Appraiser's FMV" means the Fair Market
Value determined by the Independent Appraiser pursuant to clause
(vii)(B) below.

             (G)   "Seller's Objection Notice" means a notice given by
Seller pursuant to clause (iii) below that it is objecting to the
Buyer Appraiser's FMV.

             (H)   "Termination Payment" means the amount determined
pursuant to this Section 11(b) that Buyer shall pay to Seller if Buyer
elects to exercise Buyer's Termination Right.

      (ii)   At any time after the tenth anniversary of the Closing
Date, and following or concurrent with the sale by Buyer of all of the
Trinity Water Rights to an unaffiliated, bona fide third party, either
directly or indirectly, or in connection with the sale of Buyer's
business to an unaffiliated bona fide third party (a "Disposition
Transaction"), Buyer shall notify Seller that Buyer is exercising
Buyer's Termination Right under this Section 11.1(c).  Such notice
shall be accompanied by the report of an independent appraiser setting
forth such appraiser's opinion as to the Fair Market Value as of a
date specified in such notice, such date to be within ten (10) days
prior to Buyer's Exercise Date.  Buyer shall not be entitled to
transfer the Trinity Water Rights in part to any third party.

     (iii)   Seller shall have the right to object to Buyer
Appraiser's FMV by notifying Buyer of such objection, such Seller's
Objection Notice to be given within thirty (30) days of Seller's
receipt of Buyer's notice.

      (iv)   If no Seller's Objection Notice is given within such
thirty (30) day period or if Seller waives its right to object, then
the amount of the Termination Payment shall be equal to the amount of
Buyer Appraiser's FMV, and Buyer shall pay to Seller in cash such
Termination Payment within five (5) days after the later of (A)
expiration of such thirty (30) day period, or (B) the consummation of
such Disposition Transaction by Buyer; provided that, the Water
Royalty shall continue to be paid by Buyer to Seller until the
Termination Payment has been made.

       (v)   In the event Seller gives a Seller's Objection Notice,
Seller shall, within forty-five (45) days after the date such Seller's
Objection Notice is given, provide to Buyer a report of an independent
appraiser setting forth such appraiser's opinion as to the Fair Market
Value (the "Seller Appraiser's FMV").  Failure to so provide Buyer
such Seller Appraiser's FMV shall be deemed acceptance of Buyer
Appraiser's FMV, and the provisions of clause (iv) above shall apply.

      (vi)   In the event that the amount of Buyer Appraiser's FMV is
at least 90% of the amount of Seller Appraiser's FMV, then the
Termination Payment shall be equal to the average of Buyer Appraiser's
FMV and Seller Appraiser's FMV, and such Termination Payment shall be
paid by Buyer to Seller in cash within five (5) days after the later
of (A) the date the Buyer is provided Seller Appraiser's FMV as
provided in clause (v) above, or (B) the consummation of the
Disposition Transaction by Buyer; provided that, the Water Royalty
shall continue to be paid by Buyer to Seller until the Termination
Payment has been made.

      (vii)   In the event that Buyer Appraiser's FMV is less than 90%
of Seller Appraiser's FMV, then a third appraisal of the Fair Market
Value shall be made pursuant to the following:

              (A)   Buyer and Seller shall discuss the selection of an
independent appraiser to determine such Fair Market Value.  In the
event a determination of such independent appraiser is not agreed upon
within thirty (30) days after Buyer is provided Seller Appraiser's FMV
as provided in clause (v) above, then a nationally recognized
independent public accounting firm that has not been an auditor of or
engaged by either Buyer or Seller or any affiliate of Buyer or Seller
within the prior three (3) years shall be selected by mutual agreement
of Buyer and Seller, or if no such agreement is reached, then by the
largest (measured by number of employees and partners) of such
nationally recognized firms.

              (B)   The independent appraiser shall, within a period
of sixty (60) days after its acceptance of such engagement, make a
determination of the Fair Market Value, and such determination shall
be provided, together with a written report supporting such
determination, to each of Buyer and Seller.

              (C)   In the event the Independent Appraiser's FMV is
equal to or greater than Seller Appraiser's FMV, then the Termination
Payment shall be equal to the Seller Appraiser's FMV.  In the event
the Independent Appraiser's FMV is equal to or less than the Buyer
Appraiser's FMV, then the Termination Payment shall be equal to the
Buyer Appraiser's FMV.  In the event the Independent Appraiser's FMV
is more than Buyer Appraiser's FMV and less than Seller Appraiser's
FMV, the Termination Payment shall be the average of the Buyer
Appraiser's FMV and the Seller Appraiser's FMV.

              (D)   Buyer shall make payment to Seller of the
Termination Payment within five (5) days after the later of (A) the
date Buyer receives the Independent Appraiser's FMV, or (B) the
consummation of the Disposition Transaction by Buyer; provided that,
the Water Royalty shall continue to be paid by Buyer to Seller until
the Termination Payment has been made.

     (viii)   All costs incurred under this Section 11.1(c) shall be
borne by the party incurring such costs, except that the costs of the
Independent Appraiser shall be borne equally by Buyer and Seller.

       (ix)   In determining the Fair Market Value, the appraiser(s)
shall base its/their determination on historical Royalty Payments made
by Buyer for a reasonable period prior to the Termination Date,
hypothetical Royalty Payments based on future growth and reasonable
assumptions with respect to the calculation of the present value of
the future cash flow represented by such hypothetical Royalty
Payments, each consistent with reasonable good faith estimates and in
accordance with customary discounted cash flow valuation
methodologies.

        (x)   Notwithstanding anything to the contrary provided in
this Section 11.1(c), the minimum amount for the Termination Payment
under this Section 11.1(c) shall be $5 million, so that in the event
the amount of the Termination Payment otherwise determined pursuant to
the preceding provisions is less than $5 million, then the amount of
the Termination Payment shall be $5 million.

       (xi)   Upon payment by Buyer of the Termination Payment as
provided herein, all of Buyer's obligations with respect to payment of
the Water Royalty shall thereupon cease.

11.2  DEVELOPMENT OF PRODUCTS FOR ALTERNATIVE USES

Seller may, at its sole discretion and cost, conduct research
regarding possible commercially feasible uses of water from the Source
Asset for non-beverage uses (an "Alternative Use").  Buyer will allow
Seller to obtain a reasonable quantity of water from the Source Asset
to be used solely for purposes of such research, provided that the
costs of extracting and shipping such water shall be borne solely by
Seller.  If Seller's research indicates a Alternative Use that Seller
believes to be commercially feasible, it will present such information
to Buyer.  Buyer, as the owner of the Assets, shall have the sole
right to extract, bottle, market and sell water from the Source Asset
for any Alternative Use, and Buyer shall not be required to market any
product derived from the research conducted by Seller, but may do so
if Buyer determines, in its sole discretion, that such product
presents a desirable commercial opportunity.  In the event that Buyer
sells water from the Source Asset for an Alternative Use that is
derived from the research conducted by Seller, Buyer shall pay to
Seller a royalty equal to ten percent (10%) of Buyer's "Net Sales" of
the water from the Source Asset sold for such Alternative Uses, which
royalty shall be to the exclusion of the Water Royalty.  For this
purpose, "Net Sales" shall mean the gross amount of the invoice
rendered to a customer for a sale, less deductions for taxes imposed
on such sale (whether in the form of sales, use, excise or similar
taxes, but excluding income taxes), import or export fees or tariffs,
freight allowances or costs, cash discounts, returns, credits for
defective or non-conforming goods, refunds and uncollectible amounts.


                                ARTICLE 12

                         INDEMNIFICATION; REMEDIES

12.1  SURVIVAL

All representations, warranties, covenants and obligations in this
Agreement, the certificates delivered pursuant to Section 2.7 and any
other certificate or document delivered pursuant to this Agreement
shall survive the Closing and the consummation of the Contemplated
Transactions until six (6) months after the completion of the audit
for Buyer's calendar year ending September 30, 2004, but in any event,
not to exceed fifteen (15) months from the Closing Date, other than
the representations contained in Section 3.12 which shall survive
until the expiration of the applicable statute of limitations period
(the "Expiration Date"); (b) Buyer's and Seller's respective
obligations contained in ARTICLES 11 and 12 of this Agreement which
shall survive for the specified periods set forth in each section
contained in such articles; and (c) Buyer's, Seller's and AMCON's
respective rights and obligations contained in the Three Year Note,
the Ten Year Note, the Security Agreement, the Guaranty and Mortgage
which shall survive for the specified periods set forth in each
respective document, subject to Section 12.7.

12.2  INDEMNIFICATION AND REIMBURSEMENT BY SELLER

Seller will indemnify and hold harmless Buyer, and its
Representatives, shareholders, subsidiaries and Related Persons
(collectively, the "Buyer Indemnified Persons"), and will reimburse
the Buyer Indemnified Persons for any loss, liability, claim, damage,
expense (including costs of investigation and defense and reasonable
attorneys' fees and expenses) whether or not involving a Third-Party
Claim, net of the discounted present value (using a ten percent
discount rate) of any Tax benefit that would be received by a company
with sufficient taxable income to deduct any loss or expense caused by
the event giving rise to an indemnification claim and net of the
discounted present value (using a ten percent discount rate) of any
insurance proceeds actually collected (collectively, such net amount
is referred to herein as "Damages"), arising from or in connection
with:

   (a)   any Breach of any representation or warranty made by Seller
in this Agreement, and the certificates delivered pursuant to Section
2.7 (for this purpose, each such certificate will be deemed to have
stated that Seller's representations and warranties in this Agreement
fulfill the requirements of Section 7.1 as of the Closing Date as if
made on the Closing Date, unless the certificate expressly states that
the matters disclosed in a supplement have caused a condition
specified in Section 7.1 not to be satisfied), (v) any transfer
instrument or (vi) any other certificate, document, writing or
instrument delivered by Seller pursuant to this Agreement;

   (b)   any Breach of any covenant or obligation of Seller in this
Agreement or in any other certificate, document, writing or instrument
delivered by Seller pursuant to this Agreement;

   (c)   any brokerage or finder's fees or commissions or similar
payments based upon any agreement or understanding made, or alleged to
have been made, by any Person with Seller (or any Person acting on
their behalf) in connection with any of the Contemplated Transactions;

   (d)   any failure to pay when due any Retained Liabilities.

12.3  INDEMNIFICATION AND REIMBURSEMENT BY BUYER AND AMCON

Buyer and AMCON jointly and severally will indemnify and hold harmless
Seller, and will reimburse Seller, for any Damages (as defined in
Section 12.2) arising from or in connection with:

   (a)   any Breach of any representation or warranty made by Buyer or
AMCON in this Agreement, and the certificates delivered pursuant to
Section 2.7 (for this purpose, each such certificate will be deemed to
have stated that Buyer's and/or AMCON's representations and warranties
in this Agreement fulfill the requirements of Section 8.1 as of the
Closing Date as if made on the Closing Date, unless the certificate
expressly states that the matters disclosed in a supplement have
caused a condition specified in Section 8.1 not to be satisfied), (v)
any transfer instrument or (vi) any other certificate, document,
writing or instrument delivered by Buyer or AMCON pursuant to this
Agreement;

   (b)   any Breach of any covenant or obligation of Buyer or AMCON in
this Agreement or in any other certificate, document, writing or
instrument delivered by Buyer or AMCON pursuant to this Agreement;

   (c)   any claim by any Person for brokerage or finder's fees or
commissions or similar payments based upon any agreement or
understanding alleged to have been made by such Person with Buyer or
AMCON (or any Person acting on Buyer's or AMCON's behalf) in
connection with any of the Contemplated Transactions; or

(d)   any liability arising out of the ownership or operation of the
Assets after the Effective Time or any Assumed Liabilities; provided,
however, that AMCON's Guaranty with respect to the Water Royalty shall
in no event exceed five million dollars ($5,000,000) in the aggregate.

12.4  LIMITATIONS ON AMOUNT--SELLER

Seller shall have no liability (for indemnification or otherwise) with
respect to claims under Section 12.2, other than liability arising
from any willful Breach of the obligations described in Section
12.2(b):

   (a)   (i) for any individual claim for which Damages are less than
Five Thousand Dollars ($5,000.00), and (ii) until the aggregate of all
other Damages with respect to claims (exceeding Five Thousand Dollars
($5,000) under Section 12.2 exceeds One Hundred Fifty Thousand Dollars
($150,000.00) and then only for the amount by which such other Damages
exceed One Hundred Fifty Thousand Dollars ($150,000.00);

   (b)   for Damages in excess of (i) Nine Million Dollars
($9,000,000.00) for claims related to the Seller's Water Rights, or
(ii) Two Million Seven Hundred Thousand Dollars ($2,700,000.00) with
respect to all other claims;

   (c)   for consequential damages consisting of business interruption
or lost profits, or with respect to punitive damages;

   (d)   to the extent that Buyer or AMCON had Knowledge of the facts
and/or circumstances giving rise to the claim on or prior to the
Closing; or

   (e)   to the extent that the subject matter of the claim is covered
by Title Insurance.

12.5  LIMITATIONS ON AMOUNT--BUYER AND AMCON

Except as expressed elsewhere herein, neither Buyer nor AMCON will
have any liability (for indemnification or otherwise) with respect to
claims under Section 12.3, other than liability arising from any
willful Breach of the obligations described in Section 12.3(b):

   (a)   (i) for any individual claim for which Damages are less than
Five Thousand Dollars ($5,000.00), and (ii) until the aggregate of all
other Damages with respect to claims (exceeding Five Thousand Dollars
($5,000.00) under Section 12.3 exceeds One Hundred Fifty Thousand
Dollars ($150,000.00) and then only for the amount by which such other
Damages exceed One Hundred Fifty Thousand Dollars ($150,000.00);

   (b)   for Damages in excess of Two Million Seven Hundred Thousand
Dollars ($2,700,000.00) with respect to all claims (except as
discussed below);

   (c)   for consequential damages consisting of business interruption
or lost profits, or with respect to punitive damages; or

   (d)   to the extent that Seller had Knowledge of the facts and/or
circumstances giving rise to the claim on or prior to the Closing;

Notwithstanding anything to the contrary contained in this Agreement
or any other agreement, the limitations to liability of AMCON/Buyer
set forth in this Section 12.5 shall not apply to any claims for
Damages made by Seller against Buyer and/or AMCON relating to the
failure of either such party to satisfy any payment obligation under
Section 11.1 of this Agreement, the Three Year Note, the Ten Year
Note, the Security Agreement, the Mortgage or the Guaranty.

12.6  TIME LIMITATIONS

   (a)   If the Closing occurs, Seller will only have liability (for
indemnification or otherwise) with respect to any Breach of this
Agreement or otherwise if Buyer or AMCON notify Seller of a claim on
or before the Expiration Date (or in the case of a claim under Section
3.12 of this Agreement, notify Seller of a claim on or before the
expiration of the applicable statute of limitations period)specifying
the factual basis of the claim in reasonable detail to the extent then
known by Buyer and AMCON, other than claims relating to Seller's
breach of any of its obligations under ARTICLES 10, 11 or 12 of this
Agreement, which claims may be made against Seller until the
expiration of Seller's obligations under each section contained in
such articles.

   (b)   If the Closing occurs, Buyer and AMCON will have liability
(for indemnification or otherwise) only if on or before the Expiration
Date Seller notifies Buyer of a claim specifying the factual basis of
the claim in reasonable detail to the extent then known by Seller,
other than claims relating to Buyer's and/or AMCON's breach of any of
their respective obligations contained in ARTICLES 10, 11 or 12 of
this Agreement or any of their respective obligations under the Three
Year Note, the Ten Year Note, the Security Agreement, the Mortgage or
the Guaranty, which claims may be made against Buyer and/or AMCON
until the expiration of Buyer's and/or AMCON's respective obligations
contained under each such section or such agreement, as the case may
be.

12.7  RIGHT OF SETOFF

Upon notice to Seller of Buyer's adjudicated claim (which is final,
binding and conclusive on the parties to such claim and not subject to
appeal), Buyer may set off any amount to which it may be entitled
under this ARTICLE 12 against amounts otherwise payable as a Water
Royalty or under the Three Year Note or the Ten Year Note.  The
exercise of such right of setoff by Buyer in accordance with the
provisions of this Section 12.7 will not constitute an event of
default with respect to payment of the Water Royalty or under the
Three Year Note or the Ten Year Note or any instrument securing the
Water Royalty, the Three Year Note or the Ten Year Note.  Neither the
exercise of, nor the failure to exercise, such right of setoff will
constitute an election of remedies or limit Buyer in any manner in the
enforcement of any other remedies that may be available to it.
12.8  THIRD-PARTY CLAIMS

   (a)   Promptly after receipt by a Person entitled to indemnity
under Section 12.2 or 12.3 (an "Indemnified Person") of notice of the
assertion of a Third-Party Claim against it, such Indemnified Person
shall give notice to the Person obligated to indemnify under such
Section (an "Indemnifying Person") of the assertion of such Third-
Party Claim, provided that the failure to notify the Indemnifying
Person will not relieve the Indemnifying Person of any liability that
it may have to any Indemnified Person, except to the extent that the
Indemnifying Person demonstrates that the defense of such Third-Party
Claim is prejudiced by the Indemnified Person's failure to give such
notice.

   (b)   If an Indemnified Person gives notice to the Indemnifying
Person pursuant to Section 12.8 of the assertion of a Third-Party
Claim, the Indemnifying Person shall be entitled to participate in the
defense of such Third-Party Claim and, to the extent that it wishes
(unless (i) the Indemnifying Person is also a Person against whom the
Third-Party Claim is made and the Indemnified Person determines in
good faith that joint representation would be inappropriate or (ii)
the Indemnifying Person fails to provide reasonable assurance to the
Indemnified Person of its financial capacity to defend such Third-
Party Claim and provide indemnification with respect to such Third-
Party Claim), to assume the defense of such Third-Party Claim with
counsel satisfactory to the Indemnified Person.  After notice from the
Indemnifying Person to the Indemnified Person of its election to
assume the defense of such Third-Party Claim, the Indemnifying Person
shall not, so long as it diligently conducts such defense, be liable
to the Indemnified Person under this ARTICLE 12 for any fees of other
counsel or any other expenses with respect to the defense of such
Third-Party Claim, in each case subsequently incurred by the
Indemnified Person in connection with the defense of such Third-Party
Claim, other than reasonable costs of investigation.  If the
Indemnifying Person assumes the defense of a Third-Party Claim, (i)
such assumption will conclusively establish for purposes of this
Agreement that the claims made in that Third-Party Claim are within
the scope of and subject to indemnification, and (ii) no compromise or
settlement of such Third-Party Claims may be effected by the
Indemnifying Person without the Indemnified Person's Consent unless
(A) there is no finding or admission of any violation of Legal
Requirement or any violation of the rights of any Person; (B) the sole
relief provided is monetary damages that are paid in full by the
Indemnifying Person; and (C) the Indemnified Person shall have no
liability with respect to any compromise or settlement of such Third-
Party Claims effected without its Consent.

   (c)   Notwithstanding the provisions of Section 13.4, Seller and
each Shareholder hereby consents to the nonexclusive jurisdiction of
any court in which a Proceeding in respect of a Third-Party Claim is
brought against any Buyer Indemnified Person for purposes of any claim
that a Buyer Indemnified Person may have under this Agreement with
respect to such Proceeding or the matters alleged therein and agree
that process may be served on Seller with respect to such a claim
anywhere in the world.

   (d)   With respect to any Third-Party Claim subject to
indemnification under this ARTICLE 12: (i) both the Indemnified Person
and the Indemnifying Person, as the case may be, shall keep the other
Person fully informed of the status of such Third-Party Claim and any
related Proceedings at all stages thereof where such Person is not
represented by its own counsel, and (ii) the parties agree (each at
its own expense) to render to each other such assistance as they may
reasonably require of each other and to cooperate in good faith with
each other in order to ensure the proper and adequate defense of any
Third-Party Claim.

   (e)   With respect to any Third-Party Claim subject to
indemnification under this ARTICLE 12, the parties agree to cooperate
in such a manner as to preserve in full (to the extent possible
consistent with applicable law, legal process and rules of procedure)
the confidentiality of all confidential information and the attorney-
client and work-product privileges. In connection therewith, each
party agrees that: (i) it will use its Best Efforts, in respect of any
Third-Party Claim in which it has assumed or participated in the
defense, to avoid production of confidential information (consistent
with applicable law, legal process and rules of procedure), and (ii)
all communications between any party hereto and counsel responsible
for or participating in the defense of any Third-Party Claim shall, to
the extent possible (consistent with applicable law, legal process and
rules of procedure), be made so as to preserve any applicable
attorney-client or work-product privilege.

12.9  OTHER CLAIMS

A claim for indemnification for any matter not involving a Third-Party
Claim may be asserted by notice to the party from whom indemnification
is sought and shall be paid promptly after such notice unless
contested in good faith.

12.10  EXCLUSIVE REMEDIES

The indemnification remedies set forth in this ARTICLE 12 with respect
to the matters addressed by Sections 12.2 or 12.3 shall constitute the
sole and exclusive remedies of the parties hereto; (b) the only legal
action which may be asserted by any party with respect to the matters
addressed by Sections 12.2 or 12.3 shall be a contract action to
enforce, or to recover damages thereof; and (c) without limiting the
generality of subparagraph (b), no legal action sounding in tort or
strict liability may be maintained by any party with respect to the
matters addressed by Sections 12.2 or 12.3.

12.11  EXCLUSION OF QUALIFICATIONS FOR MATERIALITY AND MATERIAL
       ADVERSE EFFECT

For purposes of this ARTICLE 12, the determination of whether a claim
exists under Section 12.2 or Section 12.3, or determining the amount
of Damages with respect to such claim, shall be made without regard to
any materiality qualification, including any reference to a Seller
Material Adverse Effect or Buyer Material Adverse Effect.


                             ARTICLE 13

                         GENERAL PROVISIONS

13.1  EXPENSES

Except as otherwise provided in this Agreement, each party to this
Agreement will bear its respective fees and expenses incurred in
connection with the preparation, negotiation, execution and
performance of this Agreement and the Contemplated Transactions,
including all fees and expense of its Representatives; provided that
Seller and Buyer shall share equally all costs with respect to the
items to be delivered pursuant to Section 5.9 hereof and the premiums
for the Title Policy.  If this Agreement is terminated, the obligation
of each party to pay its own fees and expenses will be subject to any
rights of such party arising from a Breach of this Agreement by
another party.

13.2  PUBLIC ANNOUNCEMENTS

Any public announcement, press release or similar publicity with
respect to this Agreement or the Contemplated Transactions will be
issued, if at all, at such time and in such manner as Seller, Buyer
and AMCON jointly determine unless required by applicable law or legal
process.  Except with the prior consent of the other party or as
permitted by this Agreement or as required by applicable law or legal
process, no party shall disclose to any Person (a) the fact that any
confidential information of Seller has been disclosed to Buyer or
AMCON or their Representatives, that Buyer or AMCON or their
Representatives have inspected any portion of the confidential
information of Seller, that any confidential information of Buyer or
AMCON has been disclosed to Seller, or its Representatives or that
Seller, or its Representatives have inspected any portion of the
confidential information of Buyer or (b) any information about the
Contemplated Transactions, including the status of such discussions or
negotiations, the execution of any documents (including this
Agreement) or any of the terms of the Contemplated Transactions or the
related documents (including this Agreement).  Seller, Buyer and AMCON
will consult with one another concerning the means by which Seller's
employees, customers, suppliers and others having dealings with Seller
will be informed of the Contemplated Transactions, and Buyer and AMCON
will have the right to be present for any such communication.

13.3  NOTICES

All notices, Consents, waivers and other communications required or
permitted by this Agreement shall be in writing and shall be deemed
given to a party when (a) delivered to the appropriate address by hand
or by nationally recognized overnight courier service (costs prepaid);
(b) sent by facsimile with confirmation of transmission by the
transmitting equipment; or (c) received or rejected by the addressee,
if sent by certified mail, return receipt requested, in each case to
the following addresses, or facsimile numbers and marked to the
attention of the person (by name or title) designated below (or to
such other address, facsimile number, address or person as a party may
designate by notice to the other parties):

         Seller:
         200 S. Main Street
         P.O. Box 8810
         Ketchum, Idaho 83340
         Attention: Dean Barney
         Fax no.: (208) 726-8015

         with a mandatory copy to:

         Melanie G. Rubocki
         Perkins Coie LLP
         251 East Front Street, Suite 400
         Boise, Idaho  83702-7310
         Fax no.:  (208) 343-3232

         Buyer and AMCON:

         William F. Wright
         Chairman of the Board
         AMCON Distributing Company
         P.O. Box 1010
         Del Mar, California  92014
         Fax no.: (858) 793-1994

         with a mandatory copy to:

         John A. Granda
         Stinson Morrison Hecker LLP
         2600 Grand Boulevard
         Kansas City, Missouri  64108
         Fax no.: (816) 474-4208

13.4  JURISDICTION; SERVICE OF PROCESS

Any Proceeding arising out of or relating to this Agreement or any
Contemplated Transaction may be brought in either (a) the courts of
the State of Idaho, County of Elmore, or, if it has or can acquire
jurisdiction, in the United States District Court for the District of
Idaho, or (b) the courts of the State of Nebraska, County of Douglas,
or, if it has or can acquire jurisdiction, in the United States
District Court for the District of Nebraska, and each of the parties
irrevocably submits to the jurisdiction of each such court in any such
Proceeding, waives any objection it may now or hereafter have to venue
or to convenience of forum, and agrees that all claims in respect of
the Proceeding may be heard and determined in any such court.  The
parties agree that either or both of them may file a copy of this
paragraph with any court as written evidence of the knowing, voluntary
and bargained agreement between the parties irrevocably to waive any
objections to venue or to convenience of forum.  Process in any
Proceeding referred to in the first sentence of this section may be
served on any party anywhere in the world.

13.5  ENFORCEMENT OF AGREEMENT

Seller acknowledges and agrees that Buyer would be irreparably damaged
if any of the provisions of this Agreement are not performed in
accordance with their specific terms and that any Breach of this
Agreement by Seller could not be adequately compensated in all cases
by monetary damages alone.  Accordingly, in addition to any other
right or remedy to which Buyer may be entitled, at law or in equity,
it shall be entitled to enforce any provision of this Agreement by a
decree of specific performance and to temporary, preliminary and
permanent injunctive relief to prevent Breaches or threatened Breaches
of any of the provisions of this Agreement, without posting any bond
or other undertaking.

13.6  WAIVER; REMEDIES CUMULATIVE

The rights and remedies of the parties to this Agreement are
cumulative and not alternative.  Neither any failure nor any delay by
any party in exercising any right, power or privilege under this
Agreement or any of the documents referred to in this Agreement will
operate as a waiver of such right, power or privilege, and no single
or partial exercise of any such right, power or privilege will
preclude any other or further exercise of such right, power or
privilege or the exercise of any other right, power or privilege.  To
the maximum extent permitted by applicable law, (a) no claim or right
arising out of this Agreement or any of the documents referred to in
this Agreement can be discharged by one party, in whole or in part, by
a waiver or renunciation of the claim or right unless in writing
signed by the other party; (b) no waiver that may be given by a party
will be applicable except in the specific instance for which it is
given; and (c) no notice to or demand on one party will be deemed to
be a waiver of any obligation of that party or of the right of the
party giving such notice or demand to take further action without
notice or demand as provided in this Agreement or the documents
referred to in this Agreement.

13.7  ENTIRE AGREEMENT AND MODIFICATION

This Agreement supersedes all prior agreements, whether written or
oral, between the parties with respect to its subject matter
(including any letter of intent and any confidentiality agreement
between Buyer and/or AMCON and Seller) and constitutes (along with the
Appendices, Schedules, Exhibits and other documents delivered pursuant
to this Agreement) a complete and exclusive statement of the terms of
the agreement between the parties with respect to its subject matter.
This Agreement may not be amended, supplemented, or otherwise modified
except by a written agreement executed by the party to be charged with
the amendment.

13.8  ASSIGNMENTS, SUCCESSORS AND NO THIRD-PARTY RIGHTS

No party may assign any of its rights or delegate any of its
obligations under this Agreement without the prior written consent of
the other parties, except that Buyer may assign any of its rights and
delegate any of its obligations under this Agreement to AMCON or any
Subsidiary of AMCON or Buyer and may collaterally assign its rights
hereunder to any financial institution providing financing in
connection with the Contemplated Transactions.  Subject to the
preceding sentence, this Agreement will apply to, be binding in all
respects upon and inure to the benefit of the successors and permitted
assigns of the parties.  Nothing expressed or referred to in this
Agreement will be construed to give any Person other than the parties
to this Agreement any legal or equitable right, remedy or claim under
or with respect to this Agreement or any provision of this Agreement,
except such rights as shall inure to a successor or permitted assignee
pursuant to this Section 13.8.

13.9  SEVERABILITY

If any provision of this Agreement is held invalid or unenforceable by
any court of competent jurisdiction, the other provisions of this
Agreement will remain in full force and effect.  Any provision of this
Agreement held invalid or unenforceable only in part or degree will
remain in full force and effect to the extent not held invalid or
unenforceable.

13.10  CONSTRUCTION

The headings of Articles and Sections in this Agreement are provided
for convenience only and will not affect its construction or
interpretation.  All references to "Articles," "Sections" and
"Schedules" refer to the corresponding Articles, Sections and
Schedules of this Agreement.

13.11  TIME OF ESSENCE

With regard to all dates and time periods set forth or referred to in
this Agreement, time is of the essence.

13.12  GOVERNING LAW

This Agreement will be governed by and construed under the laws of the
State of Idaho without regard to conflicts-of-laws principles that
would require the application of any other law.

13.13  EXECUTION OF AGREEMENT

This Agreement may be executed in one or more counterparts, each of
which will be deemed to be an original copy of this Agreement and all
of which, when taken together, will be deemed to constitute one and
the same agreement.  The exchange of copies of this Agreement and of
signature pages by facsimile transmission shall constitute effective
execution and delivery of this Agreement as to the parties and may be
used in lieu of the original Agreement for all purposes. Signatures of
the parties transmitted by facsimile shall be deemed to be their
original signatures for all purposes.
                 [SIGNATURE PAGE ON FOLLOWING PAGE]

IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first written above.

                                    TSL ACQUISITION CORP.

                                    By: William F. Wright
                                       -----------------------------
                                      Name:  William F. Wright
                                      Title:  Chairman of the Board
                                          and Chief Executive Officer


                                    AMCON DISTRIBUTING COMPANY

                                    By: William F. Wright
                                       -----------------------------
                                       Name:  William F. Wright
                                      Title:  Chairman of the Board
                                    and Principal Executive Officer


                                    TRINITY SPRINGS, LTD.

                                    By: Ronald Lloyd
                                       -----------------------------
                                       Name: Ronald Lloyd
                                      Title: President and Chief
                                             Executive Officer


                            APPENDIX A

                           Definitions

For purposes of the Agreement, the following terms and variations
thereof have the meanings specified or referred to in this Appendix A:
"Accounts Receivable"--(a) all trade accounts receivable and other
rights to payment from customers of Seller and the full benefit of all
security for such accounts or rights to payment, including all trade
accounts receivable representing amounts receivable in respect of
goods shipped or products sold or services rendered to customers of
Seller, (b) all other accounts or notes receivable of Seller and the
full benefit of all security for such accounts or notes and (c) any
claim, remedy or other right related to any of the foregoing.

"Active Employees"--as defined in Section 10.1.

"Agreement" as defined in the Preamble to this Agreement.

"Agreement Date" as defined in the Preamble to this Agreement.

"Alternative Use"--as defined in Section 11.2.

"AMCON Closing Documents"--as defined in Section 4.2(b).
"AMCON Common Stock"--as defined in Section 4.5(a).

"AMCON Preferred Stock"--as defined in Section 4.5(a).

"AMCON SEC Documents" means all documents required to be filed with
the SEC by AMCON, including without limitation, (i) AMCON's annual
report on Form 10-K for its fiscal year ended September 30, 2003 (the
"AMCON 10-K"), (ii) AMCON's quarterly reports on Form 10-Q for its
fiscal quarter ended December 31, 2003, and (iii) all other reports,
filings, registration statements and other documents filed by it with
the SEC since September 30, 2003.

"AMCON Securities"--as defined in Section 4.5(b).

"AMCON Stock Options"--as defined in Section 4.5(a).

"Appurtenances"--all privileges, rights, easements, hereditaments and
appurtenances belonging to or for the benefit of the Land, including
all easements appurtenant to and for the benefit of any Land (a
"Dominant Parcel") for, and as the primary means of access between,
the Dominant Parcel and a public way, or for any other use upon which
lawful use of the Dominant Parcel for the purposes for which it is
presently being used is dependent, and all rights existing in and to
any streets, alleys, passages and other rights-of-way included thereon
or adjacent thereto (before or after vacation thereof) and vaults
beneath any such streets.

"Assets"--as defined in Section 2.1.

"Assignment and Assumption Agreement"--as defined in Section
2.7(a)(ii).

"Assumed Liabilities"--as defined in Section 2.3.

"Balance Sheet"--as defined in Section 3.4.

"Best Efforts"--the efforts that a prudent Person desirous of
achieving a result would use in similar circumstances to achieve that
result as expeditiously as possible, provided, however, that a Person
required to use Best Efforts under this Agreement will not be thereby
required to take actions that would result in a material adverse
change in the benefits to such Person of this Agreement and the
Contemplated Transactions or to dispose of or make any change to its
business, expend any material funds or incur any other material
burden.

"Bill of Sale"--as defined in Section 2.7(a)(i).

"Breach"--any breach of, or any inaccuracy in, any material
representation or warranty or any breach of, or failure to perform or
comply with any material covenant or material obligation, in or of
this Agreement or any other Contract, or any event which with the
passing of time or the giving of notice, or both, would constitute
such a breach, inaccuracy or failure.
"Bulk Sales Laws"--as defined in Section 5.8.

"Bureau Contract"--the Industrial Water Service Contract (Contract No.
2-07-10-W0943) dated August 24, 1992 between the United States and
Seller.

"Business"--the business, operations and activities of Seller relating
to its bottled and mineral water services and products including but
not limited to the research, development, manufacture, use, marketing,
promotion, sale, and distribution thereof.  Without limiting the
foregoing, "Business" shall include the operation of the Assets.

"Business Day"--any day other than (a) Saturday or Sunday or (b) any
other day on which banks in Idaho are permitted or required to be
closed.

"Buyer"--as defined in the first paragraph of this Agreement.

"Buyer Closing Documents"--as defined in Section 4.2(a).

"Buyer Common Stock"--as defined in Section 2.4(g).

"Buyer Group"--as defined in Section 5.1.

"Buyer Indemnified Persons"--as defined in Section 12.2.

"Buyer Material Adverse Effect"--as defined in Section 4.3.

"Buyer Shareholder Agreement"--as defined in Section 2.4(g).

"Buyer's Termination Right"--as defined in Section 11.1(c).

"Closing"--as defined in Section 2.6.

"Closing Date"--the date on which the Closing actually takes place.

"Closing Inventory and Current Assets Statement"--as defined in
Section 2.8(c).

"Code"--the Internal Revenue Code of 1986, as amended.

"Collateral" the Assets, but excluding the Inventory and Accounts
Receivable, together with all accessions, additions, attachments,
improvements, substitutions and replacements thereto and therefor, and
all proceeds, products, offspring, rents, issues, profits and returns
of and from any of the Collateral described herein and, to the extent
not otherwise included, all payments under any insurance policy or
payments (whether or not Seller is the loss payee thereof), and any
indemnity, warranty or guaranty, payable by reason of loss or damage
to or otherwise with respect to any of the foregoing Collateral.  .

"Competing Business"--as defined in Section 3.24.

"Consent"--any approval, consent, ratification, waiver or other
authorization.

"Contemplated Transactions"--all of the transactions contemplated by
this Agreement.

"Contract"--any agreement, contract, Lease, consensual obligation,
promise or undertaking (whether written or oral and whether express or
implied), whether or not legally binding.

"Copyrights"--as defined in Section 3.23(a)(iii).

"Current Assets"--as defined in Section 2.8.

"Damages"--as defined in Section 12.2.

"Effective Time"--the time at which the Closing is consummated.

"Employee Plans"--as defined in Section 3.14.

"Employment Agreement"--as defined in Section 2.7(a)(vii).

"Encumbrance"--any charge, claim, community or other marital property
interest, condition, equitable interest, lien, option, pledge,
security interest, mortgage, right of way, easement, encroachment,
servitude, right of first option, right of first refusal or similar
restriction, including any restriction on use, voting (in the case of
any security or equity interest), transfer, receipt of income or
exercise of any other attribute of ownership.

"Environment"--soil, land surface or subsurface strata, surface waters
(including navigable waters and ocean waters), groundwaters, drinking
water supply, stream sediments, ambient air (including indoor air),
plant and animal life and any other environmental medium or natural
resource.

"Environmental, Health and Safety Liabilities"--any cost, damages,
expense, liability, obligation or other responsibility arising from or
under any Environmental Law or Occupational Safety and Health Law,
including those consisting of or relating to:

   (a)   any environmental, health or safety matter or condition
(including on-site or off-site contamination, occupational safety and
health and regulation of any chemical substance or product);

   (b)   any fine, penalty, judgment, award, settlement, legal or
administrative proceeding, damages, loss, claim, demand or response,
remedial or inspection cost or expense arising under any Environmental
Law or Occupational Safety and Health Law;

   (c)   financial responsibility under any Environmental Law or
Occupational Safety and Health Law for cleanup costs or corrective
action, including any cleanup, removal, containment or other
remediation or response actions ("Cleanup") required by any
Environmental Law or Occupational Safety and Health Law (whether or
not such Cleanup has been required or requested by any Governmental
Body or any other Person) and for any natural resource damages; or

   (d)   any other compliance, corrective or remedial measure required
under any Environmental Law or Occupational Safety and Health Law.
The terms "removal," "remedial" and "response action" include the
types of activities covered by the United States Comprehensive
Environmental Response, Compensation and Liability Act of 1980
(CERCLA).

"Environmental Law"--any Legal Requirement that requires or relates
to:

   (a)   advising appropriate authorities, employees or the public of
intended or actual Releases of pollutants or hazardous substances or
materials, violations of discharge limits or other prohibitions and
the commencement of activities, such as resource extraction or
construction, that could have significant impact on the Environment;

   (b)   preventing or reducing to acceptable levels the Release of
pollutants or hazardous substances or materials into the Environment;

   (c)   reducing the quantities, preventing the Release or minimizing
the hazardous characteristics of wastes that are generated;

   (d)   assuring that products are designed, formulated, package and
used so that they do not present unreasonable risks to human health or
the Environment when used or disposed of;

   (e)   protecting resources, species or ecological amenities;

   (f)   reducing to acceptable levels the risks inherent in the
transportation of hazardous substances, pollutants, oil or other
potentially harmful substances;

   (g)   cleaning up pollutants that have been Released, preventing
the Threat of Release or paying the costs of such clean up or
prevention; or

   (h)   making responsible parties pay private parties, or groups of
them, for damages done to their health or the Environment or
permitting self-appointed representatives of the public interest to
recover for injuries done to public assets.

"ERISA"--the Employee Retirement Income Security Act of 1974.

"Exchange Act"--the Securities Exchange Act of 1934, as amended.

"Excluded Assets"--as defined in Section 2.2.

"Expiration Date"--as defined in Section 12.1.

"Facilities"--any real property, leasehold or other interest in real
property currently owned or operated by Seller, including the Tangible
Personal Property used or operated by Seller at the respective
locations of the Real Property specified in Sections 3.6 and 3.7.
Notwithstanding the foregoing, for purposes of the definitions of

"Hazardous Activity" and "Remedial Action" and Section 3.20,

"Facilities" shall mean any real property, leasehold or other interest
in real property currently or formerly owned or operated by Seller,
including the Tangible Personal Property used or operated by Seller at
the respective locations of the Real Property specified in Sections
3.6 and 3.7.

"GAAP"--generally accepted accounting principles for financial
reporting in the United States, applied on a basis consistent with the
basis on which the Balance Sheet and the other financial statements
referred to in Section 3.4 were prepared.

"Governing Documents"--with respect to any particular entity, (a) if a
corporation, the articles or certificate of incorporation and the
bylaws; (b) if a general partnership, the partnership agreement and
any statement of partnership; (c) if a limited partnership, the
limited partnership agreement and the certificate of limited
partnership; (d) if a limited liability company, the articles of
organization and operating agreement; (e) if another type of Person,
any other charter or similar document adopted or filed in connection
with the creation, formation or organization of the Person; (f) all
equityholders' agreements, voting agreements, voting trust agreements,
joint venture agreements, registration rights agreements or other
agreements or documents relating to the organization, management or
operation of any Person or relating to the rights, duties and
obligations of the equityholders of any Person; and (g) any amendment
or supplement to any of the foregoing.
"Governmental Authorization"--any Consent, license, registration or
permit issued, granted, given or otherwise made available by or under
the authority of any Governmental Body or pursuant to any Legal
Requirement.

"Governmental Body"--any:

   (a)   nation, state, county, city, town, borough, village, district
or other jurisdiction;

   (b)   federal, state, local, municipal, foreign or other
government;

   (c)   governmental or quasi-governmental authority of any nature
(including any agency, branch, department, board, commission, court,
tribunal or other entity exercising governmental or quasi-governmental
powers);

   (d)   multinational organization or body;

   (e)   body exercising, or entitled or purporting to exercise, any
administrative, executive, judicial, legislative, police, regulatory
or taxing authority or power; or

   (f)   official of any of the foregoing.

"Guaranty"--the AMCON Guaranty and Suretyship Agreement to be entered
into as a condition of this Agreement in the form attached hereto as
Exhibit J wherein AMCON guarantees the payments to be made to Seller
under the terms of the Three Year Note and the Ten Year Note and in
relation to the Water Royalty.

"Hammett Debt"--Seller's commitment to pay to Hay Idaho Ltd. Co. an
aggregate amount of $148,856.52, which amount is required to be paid
to Guaranty Title, Inc., 206 South 3rd Street, Mountain Home, Idaho
83647, in three (3) equal, annual payments of $49,654.84 (such
payments are due on the 2nd of January of 2005, 2006 and 2007).  Such
commitment assumed by Buyer hereunder was incurred by Seller pursuant
to, and therefore remains governed by the terms of, that certain
Promissory Note, dated January 18, 2002, in which Seller promised to
pay Hay Idaho Ltd. Co. the principal sum of $193,000.00 with interest
at the rate of 9% per annum.

"Hazardous Activity"--the distribution, generation, handling,
importing, management, manufacturing, processing, production,
refinement, Release, storage, transfer, transportation, treatment or
use (including any withdrawal or other use of groundwater) of
Hazardous Material in, on, under, about or from any of the Facilities
or any part thereof into the Environment and any other act, business,
operation or thing that increases the danger, or risk of danger, or
poses an unreasonable risk of harm, to persons or property on or off
the Facilities.

"Hazardous Material"--any substance, material or waste which is or
will foreseeably be regulated by any Governmental Body, including any
material, substance or waste which is defined as a "hazardous waste,"
"hazardous material," "hazardous substance," "extremely hazardous
waste," "restricted hazardous waste," "contaminant," "toxic waste" or
"toxic substance" under any provision of Environmental Law, and
including petroleum, petroleum products, asbestos, presumed asbestos-
containing material or asbestos-containing material, urea formaldehyde
and polychlorinated biphenyls.

"Improvements"--all buildings, structures, fixtures and improvements
located on the Land or included in the Assets, including those under
construction.

"Indemnified Person"--as defined in Section 12.8(a).

"Indemnifying Person"--as defined in Section 12.8(a).

"Independent Accountants"--as defined in Section 2.8(e).

"Intellectual Property Assets"--as defined in Section 3.23(a).

"Interim Balance Sheet"--as defined in Section 3.4.
"Inventories"--all inventories of Seller, wherever located, including
all finished goods, work in process, raw materials, spare parts and
all other materials and supplies to be used or consumed by Seller in
the production of finished goods.

"IRS"--the United States Internal Revenue Service and, to the extent
relevant, the United States Department of the Treasury.

"Knowledge"--an individual will be deemed to have Knowledge of a
particular fact or other matter if that individual is actually aware
of that fact or matter.  A Person (other than an individual) will be
deemed to have Knowledge of a particular fact or other matter if any
individual who is serving as an officer of that Person has, or at any
time had, Knowledge of that fact or other matter.

"Land"--all parcels and tracts of land in which Seller has an
ownership interest.

"Lease"--any Real Property Lease or any lease or rental agreement,
license, right to use or installment and conditional sale agreement to
which Seller is a party and any other Seller Contract pertaining to
the leasing or use of any Tangible Personal Property.

"Legal Requirement"--any federal, state, local, municipal, foreign,
international, multinational or other constitution, law, ordinance,
principle of common law, code, regulation, statute or treaty.

"Liability"--with respect to any Person, any liability or obligation
of such Person of any kind, character or description, whether known or
unknown, absolute or contingent, accrued or unaccrued, disputed or
undisputed, liquidated or unliquidated, secured or unsecured, joint or
several, due or to become due, vested or unvested, executory,
determined, determinable or otherwise, and whether or not the same is
required to be accrued on the financial statements of such Person.

"Marks"--as defined in Section 3.23(a)(i).

"Material Consents"--as defined in Section 7.3.

"Mortgage"--the Mortgage to be entered into as a condition of this
Agreement in the recordable form attached hereto as Exhibit L granting
Seller a first priority security in the Real Property and the Real
Property Leases and the Water Rights.

"Net Names"--as defined in Section 3.23(a)(v).

"Non-Real Estate Encumbrances"--as defined in Section 3.8(b).

"Net Sales"--as defined in Section 11.2.

"Occupational Safety and Health Law"--any Legal Requirement designed
to provide safe and healthful working conditions and to reduce
occupational safety and health hazards, including the Occupational
Safety and Health Act, and any program, whether governmental or
private (such as those promulgated or sponsored by industry
associations and insurance companies), designed to provide safe and
healthful working conditions.

"Order"--any order, injunction, judgment, decree, ruling, assessment
or arbitration award of any Governmental Body or arbitrator.

"Ordinary Course of Business"--an action taken by a Person will be
deemed to have been taken in the Ordinary Course of Business only if
that action:

   (a)   is consistent in nature, scope and magnitude with the past
practices of such Person and is taken in the ordinary course of the
normal, day-to-day operations of such Person;

   (b)   does not require authorization by the board of directors or
shareholders of such Person (or by any Person or group of Persons
exercising similar authority) and does not require any other separate
or special authorization of any nature; and

   (c)   is similar in nature, scope and magnitude to actions
customarily taken, without any separate or special authorization, in
the ordinary course of the normal, day-to-day operations of other
Persons that are in the same line of business as such Person.

"Patents"--as defined in Section 3.23(a)(ii).

"Payment Notice"--as defined in Section 11.1(b).

"Permitted Encumbrances"--as defined in Section 3.8(b).

"Permitted Non-Real Estate Encumbrances"--as defined in Section
3.8(b).

"Permitted Real Estate Encumbrances"--as defined in Section 5.9(d).

"Person"--an individual, partnership, corporation, business trust,
limited liability company, limited liability partnership, joint stock
company, trust, unincorporated association, joint venture or other
entity or a Governmental Body.

"Post Closing Competing Business"--as defined in Section 10.4(a).

"Proceeding"--any action, arbitration, audit, hearing, investigation,
litigation or suit (whether civil, criminal, administrative, judicial
or investigative, whether formal or informal, whether public or
private) commenced, brought, conducted or heard by or before, or
otherwise involving, any Governmental Body or arbitrator.

"Purchase Price"--as defined in Section 2.4.

"Real Property"--the Land and Improvements and all Appurtenances
thereto and any Ground Lease Property.

"Real Property Lease"--any Ground Lease or Space Lease.

"Record"--information that is inscribed on a tangible medium or that
is stored in an electronic or other medium and is retrievable in
perceivable form.

"Recorded Documents"--as defined in Section 5.9(a)(i)(B).

"Related Person"--

With respect to a particular individual:

   (a)   each other member of such individual's Family;

   (b)   any Person that is directly or indirectly controlled by any
one or more members of such individual's Family;

   (c)   any Person in which members of such individual's Family hold
(individually or in the aggregate) a Material Interest; and

   (d)   any Person with respect to which one or more members of such
individual's Family serves as a director, officer, partner, executor
or trustee (or in a similar capacity).

With respect to a specified Person other than an individual:

   (a)   any Person that directly or indirectly controls, is directly
or indirectly controlled by or is directly or indirectly under common
control with such specified Person;

   (b)   any Person that holds a Material Interest in such specified
Person;

   (c)   each Person that serves as a director, officer, partner,
executor or trustee of such specified Person (or in a similar
capacity);

   (d)   any Person in which such specified Person holds a Material
Interest; and

   (e)   any Person with respect to which such specified Person serves
as a general partner or a trustee (or in a similar capacity).

For purposes of this definition, (a) "control" (including
"controlling," "controlled by," and "under common control with") means
the possession, direct or indirect, of the power to direct or cause
the direction of the management and policies of a Person, whether
through the ownership of voting securities, by contract or otherwise,
and shall be construed as such term is used in the rules promulgated
under the Securities Act; (b) the "Family" of an individual includes
(i) the individual, (ii) the individual's spouse, (iii) any lineal
descendants of such person, and (iv) any other natural person who
resides with such individual; and (c) "Material Interest" means direct
or indirect beneficial ownership (as defined in Rule 13d-3 under the
Exchange Act) of voting securities or other voting interests
representing at least twenty percent (20%) of the outstanding voting
power of a Person or equity securities or other equity interests
representing at least twenty percent (20%) of the outstanding equity
securities or equity interests in a Person.

"Release"--any release, spill, emission, leaking, pumping, pouring,
dumping, emptying, injection, deposit, disposal, discharge, dispersal,
leaching or migration on or into the Environment or into or out of any
property.

"Remedial Action"--all actions, including any capital expenditures,
required or voluntarily undertaken (a) to clean up, remove, treat or
in any other way address any Hazardous Material or other substance;
(b) to prevent the Release or Threat of Release or to minimize the
further Release of any Hazardous Material or other substance so it
does not migrate or endanger or threaten to endanger public health or
welfare or the Environment; (c) to perform pre-remedial studies and
investigations or post-remedial monitoring and care; or (d) to bring
all Facilities and the operations conducted thereon into compliance
with Environmental Laws and environmental Governmental Authorizations.

"Representative"--with respect to a particular Person, any director,
officer, manager, agent, consultant, advisor, accountant, financial
advisor, legal counsel or other representative of that Person.

"Reviewing Accountant"--as defined in Section 3.4.

"Restricted Period"--as defined in Section 10.4(a).

"Retained Liabilities"--as defined in Section 2.3(b).

"Reverse Stock Split" --as defined in Section 4.5(b).

"SEC"--the United States Securities and Exchange Commission.

"Securities Act"--the Securities Act of 1933 as amended.

"Security Agreement"--the Security Agreement to be entered into as a
condition of this Agreement in the form attached hereto as Exhibit K
granting Seller a first priority security interest in the Collateral
other than Real Property.

"Seller"--as defined in the first paragraph of this Agreement.

"Seller Contract"--any Contract (a) under which Seller has or may
acquire any rights or benefits; (b) under which Seller has or may
become subject to any obligation or liability; or (c) by which Seller
or any of the assets owned or used by Seller is or may become bound;
provided, however, that the Seller Contracts shall not include any
Contract (i) under which Seller has incurred any right or obligation
or its assets have become bound in connection with any indebtedness
for borrowed money or other extension of credit to Seller (whether
pursuant to any promissory note, credit facility, security agreement,
mortgage, or otherwise), (ii) which provides any guaranty of or
agreement to provide security or collateral in support of the
obligation of any third party, (iii) that is a written or oral
Contract of employment, or (iv) under which Seller maintains or has
maintained any Employee Plan.

"Seller Closing Documents"--as defined in Section 3.2(a).

"Seller Material Adverse Effect"--as defined in Section 3.1(a).

"Seller's Water Rights"--all Water Rights or interests therein owned
by Seller including but not limited to (a) those Water Rights
represented by water right numbers 63-4327, 63-8206, 63-8207, 63-
11051, 63-27144 and 63-11439, (b) any and all interests Seller holds
in Water Rights associated with Paradise Lodge and/or Paradise
Subdivision, including those held in the name of Paradise Homeowners'
Association, and (c) the Bureau Contract.

"Seller Voting Agreement"--the Voting agreement dated _______________,
2004, entered into by and among AMCON and certain of Seller's
shareholders representing a majority of the issued and outstanding
voting capital stock of Seller.

"Source Asset"--the Water Right represented by Water Right Permit No.
63-11439 (including any license that is issued with respect to such
Water Right) and all rights to sell, market, distribute, bottle,
remove, transport or otherwise make use of the water from the Source
Asset.

"Space Lease"--any lease or rental agreement pertaining to the
occupancy of any improved space.

"SRBA" or "Snake River Basin Adjudication"--the Snake River Basin
Adjudication, Fifth Judicial District, in the State of Idaho, in and for
the County of Twin Falls, Case No. 39576.

"Subsidiary"--with respect to any Person (the "Owner"), any
corporation or other Person of which securities or other interests
having the power to elect a majority of that corporation's or other
Person's board of directors or similar governing body, or otherwise
having the power to direct the business and policies of that
corporation or other Person (other than securities or other interests
having such power only upon the happening of a contingency that has
not occurred), are held by the Owner or one or more of its
Subsidiaries.

"Survey"--as defined in Section 5.9(a)(ii)(B).

"Tangible Personal Property"--all machinery, equipment, tools,
furniture, office equipment, computer hardware, supplies, materials,
vehicles and other items of tangible personal property (other than
Inventories) of every kind owned or leased by Seller (wherever located
and whether or not carried on Seller's books), together with any
express or implied warranty by the manufacturers or sellers or lessors
of any item or component part thereof and all maintenance records and
other documents relating thereto.

"Tax"--any income, gross receipts, license, payroll, employment,
excise, severance, stamp, occupation, premium, property,
environmental, windfall profit, customs, vehicle, airplane, boat,
vessel or other title or registration, capital stock, franchise,
employees' income withholding, foreign or domestic withholding, social
security, unemployment, disability, real property, personal property,
sales, use, transfer, value added, alternative, add-on minimum and
other tax, fee, assessment, levy, tariff, charge or duty of any kind
whatsoever and any interest, penalty, addition or additional amount
thereon imposed, assessed or collected by or under the authority of
any Governmental Body or payable under any tax-sharing agreement or
any other Contract.

"Tax Return"--any return (including any information return), report,
statement, schedule, notice, form, declaration, claim for refund or
other document or information filed with or submitted to, or required
to be filed with or submitted to, any Governmental Body in connection
with the determination, assessment, collection or payment of any Tax
or in connection with the administration, implementation or
enforcement of or compliance with any Legal Requirement relating to
any Tax.

"Ten Year Note"--as defined in Section 2.7(b)(iii).

"Third Party"--a Person that is not a party to this Agreement.

"Threat of Release"--a reasonable likelihood of a Release that may
require action in order to prevent or mitigate damage to the
Environment that may result from such Release.

"Three Year Note"--as defined in Section 2.7(b)(ii).

"Title Commitment"--as defined in Section 5.9(a)(i)(A).

"Title Insurer"--as defined in Section 5.9(a)(i).

"Title Objection"--as defined in Section 5.9(c).

"Trade Secrets"--as defined in Section 3.23(a)(iv).

"Trinity Water Right"--as defined in Section 11.1(a).

"Water Right"--any and all rights to the use or control of water.  The
term shall be construed broadly to include, without limitation, rights
to natural flow water, ground water, spring water, waste water,
seepage, return flow, water of indeterminate origin, stored water,
water recovered from an aquifer storage and recovery project, the
right to store water, the right to store water in an aquifer storage
and recovery project, the right to recharge water into an aquifer.  It
includes permits and licenses issued by the Idaho Department of Water
Resources.  It includes all water rights or similar entitlements
reflected in any court decree (including any partial decree of the
Snake River Basin Adjudication) confirming the right or entitlement.
It also includes claims or entitlements (whether or not filed with a
court or the Department) based on having placed water to beneficial
use.  It includes storage entitlements, whether by contract or
otherwise.  It includes entitlements to the use of water based on
contract with the owner or acquirer of a water right (including
rental, lease, sale, purchase, exchange, subordination, or mitigation
agreement).  It includes all ditch or canal company shares or other
entitlements to receive water from any ditch or canal company,
irrigation district or any other water delivery entity.  It includes
all ditch rights, easements or rights-of-way associated with any
irrigation or other water delivery ditch, canal, lateral or pipeline.

"Water Royalty"--as defined in Section 11.1.

ARTICLE 1 DEFINITIONS AND USAGE                                     1
       1.1 DEFINITIONS                                              1

ARTICLE 2 SALE AND TRANSFER OF ASSETS; ISSUANCE OF STOCK; CLOSING   1
       2.1 ASSETS TO BE SOLD; ISSUANCE OF SELLER STOCK              1
       2.2 EXCLUDED ASSETS                                          2
       2.3 LIABILITIES                                              3
       2.4 CONSIDERATION                                            4
       2.5 ALLOCATION                                               5
       2.6 CLOSING                                                  5
       2.7 CLOSING OBLIGATIONS                                      5
       2.8 DETERMINATION OF INVENTORY AND CURRENT ASSETS            8

ARTICLE 3 REPRESENTATIONS AND WARRANTIES OF SELLER                  9
       3.1 ORGANIZATION AND GOOD STANDING                           9
       3.2 ENFORCEABILITY; AUTHORITY; NO CONFLICT                  10
       3.3 CAPITALIZATION                                          11
       3.4 FINANCIAL STATEMENTS                                    11
       3.5 INTENTIONALLY OMITTED                                   12
       3.6 DESCRIPTION OF OWNED REAL PROPERTY                      12
       3.7 DESCRIPTION OF LEASED REAL PROPERTY                     12
       3.8 TITLE TO ASSETS; ENCUMBRANCES                           12
       3.9 CONDITION OF FACILITIES                                 12
       3.10 INVENTORIES                                            13
       3.11 NO UNDISCLOSED LIABILITIES                             13
       3.12 TAXES                                                  13
       3.13 NO MATERIAL ADVERSE CHANGE                             14
       3.14 EMPLOYEE BENEFITS                                      14
       3.15 COMPLIANCE WITH LEGAL REQUIREMENTS; GOVERNMENTAL
              AUTHORIZATIONS                                       14
       3.16 LEGAL PROCEEDINGS; ORDERS                              15
       3.17 ABSENCE OF CERTAIN CHANGES AND EVENTS                  16
       3.18 CONTRACTS; NO DEFAULTS                                 17
       3.19 INSURANCE                                              19
       3.20 ENVIRONMENTAL MATTERS                                  20
       3.21 EMPLOYEES                                              21
       3.22 LABOR DISPUTES; COMPLIANCE                             22
       3.23 INTELLECTUAL PROPERTY ASSETS                           22
       3.24 RELATIONSHIPS WITH RELATED PERSONS                     25
       3.25 BROKERS OR FINDERS                                     25
       3.26 INVESTMENT INTENT                                      25
       3.27 WATER RIGHTS                                           26
       3.28 DISCLOSURE                                             26

ARTICLE 4 REPRESENTATIONS AND WARRANTIES OF BUYER AND AMCON        27
       4.1 ORGANIZATION AND GOOD STANDING                          27
       4.2 AUTHORITY; NO CONFLICT                                  27
       4.3 CERTAIN PROCEEDINGS                                     28
       4.5 CAPITALIZATION                                          29
       4.6 AMCON SEC DOCUMENTS                                     31
       4.7 ABSENCE OF CERTAIN CHANGES AND EVENTS                   31
       4.8 COMPLIANCE WITH LEGAL REQUIREMENTS;
            GOVERNMENTAL AUTHORIZATIONS                            32

ARTICLE 5 COVENANTS OF SELLER PRIOR TO CLOSING                     32
       5.1 ACCESS AND INVESTIGATION                                32
       5.2 OPERATION OF THE BUSINESS OF SELLER                     33
       5.3 NEGATIVE COVENANT                                       34
       5.4 REQUIRED APPROVALS                                      34
       5.5 NOTIFICATION                                            34
       5.6 BEST EFFORTS                                            34
       5.7 CHANGE OF NAME                                          35
       5.8 PAYMENT OF LIABILITIES                                  35
       5.9 CURRENT EVIDENCE OF TITLE                               35
       5.10 SHAREHOLDERS MEETING                                   36
       5.11 OFFICE LEASE                                           37
       5.12 PROMOTIONAL AND MARKETING MATERIALS PREPARED
              BY THIRD PARTIES                                     37

ARTICLE 6 COVENANTS OF BUYER PRIOR TO CLOSING                      37
       6.1 ACCESS AND INVESTIGATION                                37
       6.2 REQUIRED APPROVALS                                      38
       6.3 BEST EFFORTS                                            38

ARTICLE 7 CONDITIONS PRECEDENT TO BUYER'S OBLIGATION TO CLOSE      38
       7.1 ACCURACY OF REPRESENTATIONS                             38
       7.2 SELLER'S PERFORMANCE                                    39
       7.3 CONSENTS                                                39
       7.4 ADDITIONAL DOCUMENTS                                    39
       7.5 TITLE INSURANCE                                         39
       7.6 SHAREHOLDER APPROVAL                                    39
       7.7 ASSIGNMENT OF BUREAU CONTRACT                           39
       7.8 NO PROCEEDINGS                                          40

ARTICLE 8 CONDITIONS PRECEDENT TO SELLER'S OBLIGATION TO CLOSE     40
       8.1 ACCURACY OF REPRESENTATIONS                             40
       8.2 BUYER'S PERFORMANCE                                     40
       8.3 ADDITIONAL DOCUMENTS                                    40
       8.4 CAPITAL CONTRIBUTION TO BUYER                           40
       8.5 SHAREHOLDER APPROVAL                                    41
       8.6 NO PROCEEDINGS                                          41

ARTICLE 9 TERMINATION                                              41
       9.1 TERMINATION EVENTS                                      41
       9.2 EFFECT OF TERMINATION                                   42

      ARTICLE 10 ADDITIONAL COVENANTS                              42
       10.1 EMPLOYEES AND EMPLOYEE BENEFITS                        42
       10.2 PAYMENT OF ALL TAXES RESULTING
             FROM SALE OF ASSETS BY SELLER                         43
       10.3 ASSISTANCE IN PROCEEDINGS 43
       10.4 NONCOMPETITION, NONSOLICITATION AND NONDISPARAGEMENT   43
       10.5 RETENTION OF AND ACCESS TO RECORDS                     45
       10.6 FURTHER ASSURANCES                                     45
       10.7 COLLECTION OF ACCOUNTS RECEIVABLE                      45
       10.8 PARADISE LODGE                                         46
       10.9 RESTRICTION ON SELLER DISSOLUTION AND DISTRIBUTIONS    46

ARTICLE 11 USE OF WATER FROM SOURCE ASSET                          47
       11.1 WATER ROYALTY                                          47
       11.2 DEVELOPMENT OF PRODUCTS FOR ALTERNATIVE USES           51

ARTICLE 12 INDEMNIFICATION; REMEDIES                               52
       12.1 SURVIVAL                                               52
       12.2 INDEMNIFICATION AND REIMBURSEMENT BY SELLER            52
       12.3 INDEMNIFICATION AND REIMBURSEMENT BY BUYER AND AMCON   53
       12.4 LIMITATIONS ON AMOUNT--SELLER                          53
       12.5 LIMITATIONS ON AMOUNT--BUYER AND AMCON                 54
       12.6 TIME LIMITATIONS                                       54
       12.7 RIGHT OF SETOFF                                        55
       12.8 THIRD-PARTY CLAIMS                                     55
       12.9 OTHER CLAIMS                                           57
       12.10 EXCLUSIVE REMEDIES                                    57
       12.11 EXCLUSION OF QUALIFICATIONS FOR MATERIALITY
                AND MATERIAL ADVERSE EFFECT                        57

ARTICLE 13 GENERAL PROVISIONS                                      57
       13.1 EXPENSES                                               57
       13.2 PUBLIC ANNOUNCEMENTS                                   57
       13.3 NOTICES                                                58
       13.4 JURISDICTION; SERVICE OF PROCESS                       59
       13.5 ENFORCEMENT OF AGREEMENT                               59
       13.6 WAIVER; REMEDIES CUMULATIVE                            60
       13.7 ENTIRE AGREEMENT AND MODIFICATION                      60
       13.8 ASSIGNMENTS, SUCCESSORS AND NO THIRD-PARTY RIGHTS      60
       13.9 SEVERABILITY                                           60
       13.10 CONSTRUCTION                                          61
       13.11 TIME OF ESSENCE                                       61
       13.12 GOVERNING LAW                                         61
       13.13 EXECUTION OF AGREEMENT                                61


APPENDICES

Appendix A               Definitions

SCHEDULES

Schedule 2.1(b) Tangible Personal Property
Schedule 2.1(i) Claims Against Third Parties
Schedule 2.2(f) Retained Deposits and Prepaid Expenses
Schedule 2.2(h) Excluded Contracts
Schedule 2.2(l) Other Excluded Assets
Schedule 2.3(a) (iii) Seller Liabilities
Schedule 2.5 Purchase Price Allocation
Schedule 2.8(a) Current Assets
Schedule 3.1(a) Qualification
Schedule 3.1(b) Subsidiaries and Capital Stock Owned
Schedule 3.2(b) Conflicts
Schedule 3.2(c) Seller Consents
Schedule 3.4(b) Financial Information
Schedule 3.6 Owned Real Property
Schedule 3.7 Leased Real Property
Schedule 3.8(b) Non-Real Estate Encumbrances
Schedule 3.9 Condition of Facilities
Schedule 3.10 Inventories
Schedule 3.11 Undisclosed Liabilities
Schedule 3.12 Contested Taxes
Schedule 3.13 Material Adverse Changes
Schedule 3.14 Employee Benefit Plan
Schedule 3.15(a) Compliance with Legal Requirements
Schedule 3.15(b) Governmental Authorizations
Schedule 3.16(a) Legal Proceedings
Schedule 3.16(b) Orders
Schedule 3.16(c) Compliance with Orders
Schedule 3.17 Certain Changes and Events
Schedule 3.18(a) Seller Contracts
Schedule 3.18(b) Contract Exceptions
Schedule 3.18(c) Compliance with Contracts
Schedule 3.19(b) Self-Insurance
Schedule 3.20 Environmental Matters
Schedule 3.21(a) Employees
Schedule 3.21(b) Independent Contractors
Schedule 3.22(b) Collective Bargaining Agreements
Schedule 3.23(b) Contracts Relating to Intellectual Property Assets
Schedule 3.23(b)(i) Intellectual Property Licenses
Schedule 3.23(c) Patents
Schedule 3.23(d) Marks
Schedule 3.23(e) Copyrights
Schedule 3.23(f) Net Names
Schedule 3.24 Relationships with Related Persons
Schedule 4.3 Pleadings
Schedule 4.7 AMCON Events
Schedule 7.3 Material Consents
Schedule 10.8(b)Paradise Lodge Bookings


EXHIBITS

Exhibit A Seller Voting Agreement
Exhibit B Buyer Shareholder Agreement
Exhibit C Bill of Sale
Exhibit D Assignment and Assumption Agreement
Exhibit E Assignment of Marks, Patents and Copyrights
Exhibit F CEO Employment Agreement
Exhibit G National Sales Manager Employment Agreement
Exhibit H Three Year Note
Exhibit I Ten Year Note
Exhibit J Guaranty
Exhibit K Security Agreement
Exhibit L Mortgage
Exhibit M Perkins Coie Opinion Letter
Exhibit N Stinson Morrison Hecker Opinion Letter
Exhibit O AMCON Subscription Agreement


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-2.9
<SEQUENCE>3
<FILENAME>ex29amendassetpuragmnt.txt
<DESCRIPTION>FIRST AMENDMENT TO ASSET PURCHASE AGREEMENT
<TEXT>
                               EXHIBIT 2.9

                          FIRST AMENDMENT TO THE
                         ASSET PURCHASE AGREEMENT

THIS FIRST AMENDMENT TO THE ASSET PURCHASE AGREEMENT (the "Amendment") is
made as of the 17th day of June, 2004, among TSL Acquisition Corp., a
Delaware corporation (the "Buyer"), AMCON Distributing Company, a Delaware
corporation ("AMCON"), and Trinity Springs, Ltd., an Idaho corporation
("Seller").

                               Recitals

   A.  Buyer, AMCON and Seller entered into that certain Asset Purchase
Agreement, dated April 24, 2004 (the "Purchase Agreement"), pursuant to which
Buyer agreed to purchase and Seller agreed to sell the Assets in accordance
with the terms and conditions set forth therein.  Unless otherwise defined
herein, capitalized terms used herein shall have the meanings ascribed to
them in the Purchase Agreement.

   B.  Buyer, AMCON and Seller desire to amend the Purchase Agreement to: (i)
increase the royalty payable by Buyer to Seller to the greater of $.03 per
liter or 4% of Net Sales and (ii) provide for payment of certain
consideration through the delivery of a cashier's check rather than the wire
transfer of funds.

   C.  Buyer, AMCON and Seller desire to replace the form of promissory note
attached as Exhibit I to the Purchase Agreement with a new form of promissory
note attached to this Amendment as Exhibit I which will maintain a ten year
amortization schedule but require the remaining principal and unpaid interest
to be paid on the fifth anniversary of the date hereof.

   D.  Buyer and AMCON are willing to proceed with the Closing without Buyer
having obtained the Consents listed on Exhibit II attached hereto in reliance
upon the agreement by Seller contained in the Amendment to use its Best
Efforts to obtain such Consents as soon as reasonably practicable after the
date hereof.

   E.  Buyer, AMCON and Seller desire to memorialize the oral lease, which
includes an option to purchase the subject property, for the office space
described on Exhibit III attached hereto with a written lease that is
consistent therewith and that includes other customary terms and conditions.
Seller undertakes to use its Best Efforts to obtain such written lease as
soon as practicable after the date hereof.

   F.  Buyer, AMCON and Seller desire to replace disclosure schedules 2.2(h),
2.3(a)(iii), 2.8(a), 3.6, 3.14, 3.16(a), 3.21(a), 3.21(b), and 3.23(d) to the
Purchase Agreement with the new forms of such schedules attached to this
Amendment as Exhibit IV.

       NOW, THEREFORE, for and in consideration of the premises referenced in
the Recitals set forth above, and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties
hereto, intending to be legally bound, hereby agree as follows:

            1.  Recitals.  The Recitals are hereby incorporated herein.
            2.  Amendments to Purchase Agreement.

                a.  Except as expressly set forth herein, the Purchase
Agreement remains unchanged and in full force and effect and may only be
amended by written agreement of the parties.

                b.  Section 2.4(a) of the Purchase Agreement is hereby
deleted in its entirety and replaced with the following:

                   (a)  One Million Dollars ($1,000,000.00) to be paid at
Closing by delivery at the Closing of a cashier's check payable to the order
of Seller;
                c.  Section 2.7(b)(i) of the Purchase Agreement is hereby
deleted in its entirety and replaced with the following:

                   (i)  the sum of One Million Dollars ($1,000,000.00) plus
eighty percent (80%) of Seller's estimate of the Inventory and Current Assets
Purchase Price (as determined in accordance with Section 2.8(b)), which
estimate will be delivered in writing to Buyer at least five (5) business
days before the Closing Date, by delivery at Closing of a cashier's check
payable to the order of Seller;

                 d.  Section 2.8(e) of the Purchase Agreement is hereby
deleted in its entirety and replaced with the following:

                     (e)  Within three (3) business days after the
calculation of the Inventory and Current Assets Purchase price becoming
binding and conclusive on the parties pursuant to this Section 2.8, Buyer
shall pay the remainder of the Inventory and Current Assets Purchase Price to
Seller by delivery of a cashier's check payable to the order of Seller.

                 e.  The first sentence of Section 11.1(a) of the Purchase
Agreement is hereby deleted in its entirety and replaced with the following:

                     (a)  As additional consideration for the sale, transfer,
assignment and conveyance to Buyer of the Source Asset and the other Assets,
after the Closing in perpetuity, Buyer shall pay Seller a royalty in an
amount equal to the greater of (i) $.03 per liter of water that is extracted
by Buyer or its affiliates or any Person acting through rights granted by
Buyer or its affiliates from the Source Asset or any other Water Rights,
existing now or in the future, on the Real Property or any Appurtenances
thereto ("Trinity Water Rights"), or any adjacent properties from which
Trinity Water Rights source water can be extracted for any commercial
purposes, including, without limitation, sales, marketing, promotional
purposes or any other commercial use or (ii) four percent (4%) of Net Sales
(as such term is defined in Section 11.2) (such royalty is referred to as the
"Water Royalty").

          3.  New Form of Ten Year Note.  Buyer, AMCON and Seller agree to
replace the form of promissory note attached as Exhibit I to the Purchase
Agreement with a new form of promissory note attached to this Amendment as
Exhibit I which will maintain a ten year amortization schedule but require
the remaining principal and unpaid interest to be paid on the fifth
anniversary of the date hereof.
          4.  Best Efforts to Obtain Remaining Consents.  Buyer and AMCON are
willing to proceed with the Closing without Buyer having obtained the
Consents listed on Exhibit II attached hereto in reliance upon the agreement
by Seller contained in the Amendment to use its Best Efforts to obtain such
Consents as soon as reasonably practicable after the date hereof.

          5.  Memorialization of Oral Lease.  Seller agrees to use its Best
Efforts to obtain, as soon as practicable after the date hereof, a written
lease memorializing the oral lease described on Exhibit III attached hereto
(which includes an option to purchase the subject property) and that includes
certain additional customary terms and conditions.

          6.  Buyer, AMCON and Seller agree to replace disclosure schedules
2.2(h), 2.3(a)(iii), 2.8(a), 3.6, 3.14, 3.16(a), 3.21(a), 3.21(b), and
3.23(d) to the Purchase Agreement with the new forms of such schedules
attached to this Amendment as Exhibit IV.

          7.  General Provisions

              a.  Expenses.  Except as otherwise provided in this Amendment,
each party to this Amendment will bear its respective fees and expenses
incurred in connection with the preparation, negotiation, execution and
performance of this Amendment.

              b.  Notices.  All notices, Consents, waivers and other
communications required or permitted by this Amendment shall be in writing
and shall be deemed given to a party in the same manner as set forth in the
Purchase Agreement.

              c.  Jurisdiction; Service of Process.  Any Proceeding arising
out of or relating to the Purchase Agreement or this Amendment or any other
matter contemplated hereby or thereby may be brought in the courts of the
State of Idaho, County of Blaine, or, if it has or can acquire jurisdiction,
in the United States District Court for the District of Idaho, and each of
the parties irrevocably submits to the jurisdiction of each such court in any
such Proceeding, waives any objection it may now or hereafter have to venue
or to convenience of forum, and agrees that all claims in respect of the
Proceeding may be heard and determined in any such court.  The parties agree
that either or both of them may file a copy of this paragraph with any court
as written evidence of the knowing, voluntary and bargained agreement between
the parties irrevocably to waive any objections to venue or to convenience of
forum.  Process in any Proceeding referred to in the first sentence of this
section may be served on any party anywhere in the world.


              d.  Enforcement of Amendment.  Seller acknowledges and agrees
that Buyer would be  irreparably damaged if any of the provisions of this
Amendment are not performed in accordance with their specific terms and that
any Breach of this Amendment by Seller could not be adequately compensated in
all cases by monetary damages alone.  Accordingly, in addition to any other
right or remedy to which Buyer may be entitled, at law or in equity, it shall
be entitled to enforce any provision of this Amendment by a decree of
specific performance and to temporary, preliminary and permanent injunctive
relief to prevent Breaches or threatened Breaches of any of the provisions of
this Amendment, without posting any bond or other undertaking.

              e.  Waiver; Remedies Cumulative.  The rights and remedies of
the parties to this Amendment are cumulative and not alternative.  Neither
any failure nor any delay by any party in exercising any right, power or
privilege under this Amendment or any of the documents referred to in this
Amendment will operate as a waiver of such right, power or privilege, and no
single or partial exercise of any such right, power or privilege will
preclude any other or further exercise of such right, power or privilege or
the exercise of any other right, power or privilege.  To the maximum extent
permitted by applicable law, (a) no claim or right arising out of this
Amendment or any of the documents referred to in this Amendment can be
discharged by one party, in whole or in part, by a waiver or renunciation of
the claim or right unless in writing signed by the other party; (b) no waiver
that may be given by a party will be applicable except in the specific
instance for which it is given; and (c) no notice to or demand on one party
will be deemed to be a waiver of any obligation of that party or of the right
of the party giving such notice or demand to take further action without
notice or demand as provided in this Amendment or the documents referred to
in this Amendment.

              f.  Entire Agreements and Modification.  This Amendment,
together with the Purchase Agreement and the documents referenced herein and
therein, supersede all prior agreements, whether written or oral, between the
parties with respect to its subject matter (including any letter of intent
and any confidentiality agreement between Buyer and/or AMCON and Seller) and
constitute (along with the Appendices, Schedules, Exhibits and other
documents delivered pursuant to this Amendment or the Purchase Agreement) a
complete and exclusive statement of the terms of the agreement between the
parties with respect to its subject matter.  This Amendment may not be
amended, supplemented, or otherwise modified except by a written agreement
executed by the party to be charged with the amendment.

              g.  Assignments, Successors and No Third-Party Rights.  No
party may assign any of its rights or delegate any of its obligations under
this Amendment without the prior written consent of the other parties, except
that Buyer may assign any of its rights and delegate any of its obligations
under this Amendment to AMCON or any Subsidiary of AMCON; provided that such
assignment shall not relieve AMCON of its obligations contained in this
Amendment. Subject to the preceding sentence, this Amendment will apply to,
be binding in all respects upon and inure to the benefit of the successors
and permitted assigns of the parties.  Nothing expressed or referred to in
this Amendment will be construed to give any Person, other than the parties
to this Amendment, any legal or equitable right, remedy or claim under or
with respect to this Amendment or any provision of this Amendment, except
such rights as shall inure to a successor or permitted assignee pursuant to
this Section 7(g).

              h.  Severability.  If any provision of this Amendment is held
invalid or unenforceable by any court of competent jurisdiction, the other
provisions of this Amendment will remain in full force and effect.  Any
provision of this Amendment held invalid or unenforceable only in part or
degree will remain in full force and effect to the extent not held invalid or
unenforceable.

              i.  Construction.  The headings of Sections in this Amendment
are provided for convenience only and will not affect its construction or
interpretation.  All references to "Sections" refer to the corresponding
Sections of this Amendment.

              j.  Governing Law.  This Amendment will be governed by and
construed under the laws of the State of Idaho without regard to conflicts-
of-laws principles that would require the application of any other law.

              k.  Execution of Amendment.  This Amendment may be executed in
one or more counterparts, each of which will be deemed to be an original copy
of this Amendment and all of which, when taken together, will be deemed to
constitute one and the same agreement.  The exchange of copies of this
Amendment and of signature pages by facsimile transmission shall constitute
effective execution and delivery of this Amendment as to the parties and may
be used in lieu of the original Amendment for all purposes. Signatures of the
parties transmitted by facsimile shall be deemed to be their original
signatures for all purposes.

     IN WITNESS WHEREOF, the parties have executed this Amendment as of the
date first written above.

                                   TSL ACQUISITION CORP.

                                   By: William F. Wright
                                      --------------------------------
                                      Name:   William F. Wright
                                      Title:  Chairman of the Board and
                                              Chief Executive Officer


                                  AMCON DISTRIBUTING COMPANY

                                  By: William F. Wright
                                     ---------------------------------
                                     Name:   William F. Wright
                                     Title:  Chairman of the Board and
                                             Principal Executive Officer


                                 TRINITY SPRINGS, LTD.

                                 By: Dean Barney
                                    ----------------------------------
                                    Name:  Dean Barney
                                    Title: Chief Executive Officer



                                                            EXHIBIT I
See Promissory Note attached hereto.

                                                             EXHIBIT II
1.  Hammett Debt Consent
2.  Warm Springs Enterprise Lease
3.  U.S. Capital Garantomat Sleeve Machine
4.  New Connections Broker Agreement
5.  Modular Building Lease

                                                             EXHIBIT III

                            Description of Office Lease

                                                             EXHIBIT IV

                            See Schedules Attached Hereto

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-3.1
<SEQUENCE>4
<FILENAME>ex31restatdcertofincorp.txt
<DESCRIPTION>RESTATED CERTIFICATE OF INCORPORATION
<TEXT>
                                EXHIBIT 3.1

                          CERTIFICATE OF INCORPORATION
                                      OF
                           AMCON DISTRIBUTING COMPANY,
                           AS AMENDED MAY 12, 2004


    AMCON Distributing Company, a corporation organized and existing under
the laws of the State of Delaware (the "Corporation") hereby certifies as
follows:

    1.   The Corporation's original Certificate of Incorporation was filed
with the Secretary of State of the State of Delaware on June 17, 1986.

    2.   On June 2, 1994, the Board of Directors of the Corporation
unanimously adopted a resolution authorizing the amendment and restatement
of the Corporation's Certificate of Incorporation in accordance with the
provisions of Sections 242 and 245 of the General Corporation Law of the
State of Delaware.  On July 5, 1994, the Stockholders of the Corporation
approved the amendment and restatement of the Certificate of Incorporation
and the taking of the actions contemplated thereby by written consent
given in accordance with the provisions of Section 228 of the General
Corporation Law of the State of Delaware, and such consent has been filed
with the minutes of the proceedings of stockholders of the Corporation.
Written notice of such action has been given to all stockholders who have
not consented in writing in accordance with the provisions of Section 228
of the General Corporation Law of the State of Delaware.

    3.   Pursuant to Sections 242 and 245 of the General Corporation Law
of the State of Delaware, this Restated Certificate of Incorporation
amends and restates the provisions of the Certificate of Incorporation of
the Corporation.  The amendments have the effect of (i) increasing the
authorized shares of Common Stock to 5,000,000; (ii) authorizing the
issuance of 1,000,000 shares of Preferred Stock; (iii) classifying the
Board of Directors; and (iv) making such other changes as are proper under
Delaware Law and deemed necessary or appropriate by the Board of
Directors.

    4.   Accordingly, the text of the Certificate of Incorporation is
hereby amended and restated in its entirety to read as follows:


                               ARTICLE I

    The name of the Corporation is AMCON Distributing Company.

                               ARTICLE II

    The address of the registered office of the Corporation in the State
of Delaware is Corporation Trust Center, 1209 Orange Street, City of
Wilmington, County of New Castle, Delaware 19805, and the name of its
registered agent at the address of the Corporation's registered office is
The Corporation Trust Company.

                               ARTICLE III

    The purpose of the Corporation is to engage in any lawful act or
activity for which corporations may be organized under the General
Corporation Law of the State of Delaware.

                               ARTICLE IV

    Section 1.  The total number of shares of capital stock which the
Corporation shall have the authority to issue is 16,000,000, consisting of
(a) 15,000,000 shares of Common Stock, par value $.01 per share and (b)
1,000,000 shares of Preferred Stock, par value $.01 per share.

    Section 2.  Each holder of Common Stock shall be entitled to one vote
for each share of Common Stock held of record by such holder and shall be
entitled to vote with respect to all matters as to which a stockholder of
a Delaware corporation would be entitled to vote.

    Section 3.  The Preferred Stock may be issued at any time and from
time to time in one or more series.  The Board of Directors is hereby
authorized to provide for the issuance of shares of Preferred Stock in
series and, by filing a certificate of designation pursuant to the
applicable provisions of the General Corporation Law of the State of
Delaware (hereinafter referred to as a "Preferred Stock Certificate of
Designation"), to establish from time to time the number of shares to be
included in each such series and to fix the designation, powers,
preferences and rights of shares of each such series and the
qualifications, limitations and restrictions thereof.  The authority of
the Board of Directors with respect to each series shall include, but not
be limited to, determination of the following:

        (a)  The designation of the series, which may be by distinguishing
number, letter or title;

        (b)  The number of shares of the series, which number the Board of
Directors may thereafter (except where otherwise provided in the
applicable Preferred Stock Certificate of Designation) increase or
decrease (but not below the number of shares thereof then outstanding);

        (c)  Whether dividends, if any, shall be cumulative or
noncumulative and the dividend rate of the series;

        (d)  The dates on which dividends, if any, shall be payable;

        (e)  The redemption rights and price or prices, if any, for shares
of the series;

        (f)  The terms and amount of any sinking fund provided for the
purchase or redemption of shares of the series;

        (g)  The amounts payable on shares of the series in the event of
any voluntary or involuntary liquidation, dissolution or winding up of the
affairs of the Corporation;

        (h)  Whether the shares of the series shall be convertible or
exchangeable into shares of any other class or series, or any other
security, of the Corporation or any other corporation, and, if so, the
specification of such other class or series or such other security, the
conversion or exchange price or prices or rate or rates, any adjustments
thereof, the date or dates as of which such shares shall be convertible or
exchangeable and all other terms and conditions upon which such conversion
or exchange may be made;

        (i)  Restrictions on the issuance of shares of the same series or
of any other class or series; and

        (j) The voting rights, if any, of the holders of shares of the
series.

    Section 4.  The Common Stock shall be subject to the express terms of
the Preferred Stock and any series thereof.

    Section 5.  Except as may be provided in this Restated Certificate of
Incorporation or in a Preferred Stock Certificate of Designation, the
Common Stock shall have the exclusive right to vote for the election of
directors and for all other purposes, and holders of Preferred Stock shall
not be entitled to receive notice of any meeting of stockholders at which
they are not entitled to vote.

    Section 6.  The Corporation shall be entitled to treat the person in
whose name any share of its stock is registered as the owner thereof for
all purposes and shall not be bound to recognize any equitable or other
claim to, or interest in, such share on the part of any other person,
whether or not the Corporation shall have notice thereof, except as
expressly provided by applicable law.

    Section 7.  At 8:00 p.m. (central standard time) on the effective date
of the certificate of amendment adding these paragraphs to Article IV,
Section 7 (the "Effective Date"), each share of the Corporation's common
stock, $.01 par value ("Common Stock"), held of record as of 8:00 p.m.
(central standard time) on the Effective Date shall be and hereby is
automatically reclassified and converted, without further action, into
one-sixth (1/6) of a share of the Common Stock ("Reclassification and
Conversion").  No fractions of shares shall be issued to any fractional
holder, and in lieu of receiving such fractions of shares shall be
entitled to receive, upon surrender of the certificate or certificates
representing shares of Common Stock held of record by such fractional
holder, an amount equal to the fair value of such fractions of share as
determined by the Board of Directors of the Corporation.  From and after
8:00 p.m. (central standard time) on the Effective Date, each fractional
holder shall have no further interest as a stockholder in respect of such
fractional shares.


                               ARTICLE V

    The Board of Directors is hereby authorized to create and issue,
whether or not in connection with the issuance and sale of any of its
stock or other securities or property, rights entitling the holders
thereof to purchase from the Corporation shares of stock or other
securities of the Corporation or any other corporation.  The times at
which and the terms upon which such rights are to be issued will be
determined by the Board of Directors and set forth in the contracts or
instruments that evidence such rights.  The authority of the Board of
Directors with respect to such rights shall include, but not be limited
to, determination of the following:

    (a)  the initial purchase price per share or other unit of the stock
or other securities or property to be purchased upon exercise of such
rights;

    (b)  Provisions relating to the times at which and the circumstances
under which such rights may be exercised or sold or otherwise transferred,
either together with or separately from any other stock or other
securities of the Corporation;

    (c)  Provisions which adjust the number or exercise price of such
rights, or amount or nature of the stock or other securities or property
receivable upon exercise of such rights, in the event of a combination,
split or recapitalization of any stock of the Corporation, a change in
ownership of the Corporation's stock or other securities or a
reorganization, merger, consolidation, sale of assets or other occurrence
relating to the Corporation or any stock of the Corporation and provisions
restricting the ability of the Corporation to enter into any such
transaction absent an assumption by the other party or parties thereto of
the obligations of the Corporation under such rights;

    (d)  Provisions which deny the holder of a specified percentage of the
outstanding stock or other securities of the Corporation the right to
exercise such rights and/or cause the rights held by such holder to become
void;

    (e)  Provisions which permit the Corporation to redeem such rights;
and

    (f)  The appointment of a rights agent with respect to such rights.

                               ARTICLE VI

    In furtherance and not in limitation of the powers conferred upon it
by law, the Board of Directors is expressly authorized to adopt, repeal,
alter or amend the By-laws of the Corporation by the vote of a majority of
the entire Board of Directors.  In addition to any requirements of law and
any other provision of this Restated Certificate of Incorporation, the
stockholders of the Corporation may adopt, repeal, alter or amend any
provision of the By-laws upon the affirmative vote of the holders of 75%
or more of the combined voting power of the then outstanding stock of the
Corporation entitled to vote generally in the election of directors.

                               ARTICLE VII

    Section 1.  The business and affairs of the Corporation shall be
managed by or under the direction of its Board of Directors, which may
exercise all such powers of the Corporation and do all such lawful acts
and things as are not by law or by this Restated Certificate of
Incorporation directed or required to be exercised or done by the
stockholders.

    Section 2.  The number of directors constituting the initial Board of
Directors shall be five, and thereafter the number of directors shall be
fixed from time to time by resolution of the Board of Directors pursuant
to the By-laws of the Corporation, but shall not be more than fifteen.
The Board of Directors shall be divided into three classes, designated
Classes I, II and III, which shall be as nearly equal in number as
possible.  Directors of Class I shall be elected to hold office for a term
expiring at the annual meeting of stockholders to be held in 1995;
directors of Class II shall be elected to hold office for a term expiring
at the annual meeting of stockholders to be held in 1996; and directors of
Class III shall be elected to hold office for a term expiring at the
annual meeting of stockholders to be held in 1997.  At each succeeding
annual meeting of stockholders following such initial classification and
election, the respective successors of each class shall be elected for
three-year terms.  The holders of a majority of the shares then entitled
to vote at an election of directors may remove any director or the entire
Board of Directors, but only for cause.

    Section 3.  Advance notice of nominations for elections for the
election of directors shall be given in the manner and to the extent
provided in the By-laws of the Corporation.



                               ARTICLE VIII

    Section 1.  A director shall not be personally liable to the
Corporation or its stockholders for monetary damages for breach of
fiduciary duty as a director, provided that this provision shall not
eliminate or limit the liability of a director (i) for any breach of his
duty of loyalty to the Corporation or its stockholders, (ii) for acts or
omissions not in good faith or which involve intentional misconduct or a
knowing violation of the law, (iii) under Section 174 of the General
Corporation Law of the State of Delaware or (iv) for any transaction from
which the director derives an improper personal benefit.  If the General
Corporation Law of the State of Delaware is amended after the filing of
this Restated Certificate of Incorporation to authorize corporate action
further eliminating or limiting the personal liability of directors, then
the liability of a director of the Corporation shall be eliminated or
limited to the fullest extent permitted by the General Corporation Law of
the State of Delaware, as so amended.

    Section 2.  Any repeal or modification of the foregoing paragraph by
the stockholders of the Corporation shall not adversely affect any right
or protection of a director or the Corporation existing at the time of
such repeal or modification.

                               ARTICLE IX

    Section 1.  Each person who was or is made a party or is threatened to
be made a party to or is otherwise involved in any action, suit or
proceeding, whether civil, criminal, administrative or investigative
(hereinafter a "proceeding"), by reason of the fact that he or she, or a
person of whom he or she is the legal representative, is or was a director
or officer of the Corporation or is or was serving at the request of the
Corporation as a director or officer of another corporation or of a
partnership, joint venture, trust or other enterprise, including service
with respect to an employee benefit plan (hereinafter an "indemnitee"),
whether the basis of such proceeding is alleged action or omission in an
official capacity as a director or officer or in any other capacity while
serving as a director or officer, shall be indemnified and held harmless
by the Corporation to the fullest extent authorized by the General
Corporation Law of the State of Delaware, as the same exists or may
hereafter be amended (but, in the case of any such amendment, only to the
extent that such amendment permits the Corporation to provide broader
indemnification rights than permitted prior thereto), against all expense,
liability and loss (including, without limitation, attorneys' fees,
judgments, fines, excise taxes or penalties and amounts paid or to be paid
in settlement) incurred or suffered by such indemnitee in connection
therewith, and such indemnification shall continue with respect to an
indemnitee who has ceased to be a director or officer and shall inure to
the benefit of the indemnitee's heirs, executors and administrators;
provided, however, that, except as provided in Section 2 of this
Article IX with respect to proceedings to enforce rights to
indemnification, the Corporation shall indemnify any such indemnitee in
connection with a proceeding initiated by such indemnitee only if such
proceeding was authorized by the Board of Directors of the Corporation.
The right to indemnification conferred in this Article IX shall be a
contract right and shall include the right to be paid by the Corporation
the expenses incurred in defending any such proceeding in advance of its
final disposition (hereinafter an "advancement of expenses"); provided,
further, that, if required by the General Corporation Law of the State of
Delaware, an advancement of expenses incurred by an indemnitee shall be
made only upon delivery to the Corporation of an undertaking (hereinafter,
an "undertaking"), by or on behalf of such indemnitee, to repay all
amounts so advanced if it shall ultimately be determined by final judicial
decision from which there is no further right to appeal (hereinafter, a
"final adjudication") that such indemnitee is not entitled to be
indemnified for such expenses under this Article IX or otherwise.

    Section 2.  If a claim under Section 1 of this Article IX is not paid
in full by the Corporation within 60 days after a written claim has been
received by the Corporation (except in the case of a claim for an
advancement of expenses, in which case the applicable period shall be 20
days), the indemnitee may at any time thereafter bring suit against the
Corporation to recover the unpaid amount of the claim.  If successful in
whole or in part in any such suit, the indemnitee shall also be entitled
to be paid the expense of prosecuting or defending such suit.  In (i) any
suit brought by the indemnitee to enforce a right to indemnification
hereunder (but not in a suit brought by the indemnitee to enforce a right
to an advancement of expenses), it shall be a defense that, and (ii) in
any suit brought by the Corporation to recover an advancement of expenses
pursuant to the terms of an undertaking, the Corporation shall be entitled
to recover such expenses upon a final adjudication that, the indemnitee
has not met the applicable standard of conduct set forth in the General
Corporation Law of the State of Delaware.  Neither the failure of the
Corporation (including its Board of Directors, independent legal counsel
or its stockholders) to have made a determination prior to the
commencement of such suit that indemnification of the indemnitee is proper
in the circumstances because the indemnitee has met the applicable
standard of conduct set forth in the General Corporation Law of the State
of Delaware nor an actual determination by the Corporation (including its
Board of Directors, independent legal counsel, or its stockholders) that
the indemnitee has not met the applicable standard of conduct shall create
a presumption that the indemnitee has not met the applicable standard of
conduct or, in the case of such a suit brought by the indemnitee, be a
defense to such suit.  In any suit brought by the indemnitee to enforce a
right to indemnification or to an advancement of expenses hereunder or by
the Corporation to recover an advancement of expenses pursuant to the
terms of an undertaking, the burden of proving that the indemnitee is not
entitled under this Article IX or otherwise to be indemnified, or to such
advancement of expenses, shall be on the Corporation.

    Section 3.  The rights to indemnification and to the advancement of
expenses conferred in this Article IX shall not be exclusive of any other
right which any person may have or hereafter acquire under this Restated
Certificate of Incorporation or any bylaw, contract, agreement, vote of
stockholders or disinterested directors or otherwise.

    Section 4.  The Corporation may maintain insurance, at its expense, to
protect itself and any indemnitee against any expense, liability or loss,
whether or not the Corporation would have the power to indemnify such
person against such expense, liability or loss under the General
Corporation Law of the State of Delaware.

    Section 5.  The Corporation may, to the extent authorized from time to
time by the Board of Directors, grant rights to indemnification and to the
advancement of expenses to any employee or agent of the Corporation to the
fullest extent of the provisions of this Article IX or as otherwise
permitted under the General Corporation Law of the State of Delaware with
respect to the indemnification and advancement of expenses of directors
and officers of the Corporation.

                               ARTICLE X

    A director of the Corporation, in determining what he reasonably
believes to be in the best interests of the Corporation, shall consider
the interests of the Corporation's stockholders and, in his discretion,
may consider any of the following:

    (a)  The interests of the Corporation's employees, independent
contractors, agents, suppliers, creditors and customers;

    (b)  The economy of the nation;

    (c)  Community and societal interests; and

    (d)  The long-term as well as short-term interests of the Corporation
and its stockholders, including the possibility that these interests may
be best served by the continued independence of the Corporation.

                               ARTICLE XI

    Election of directors at an annual or special meeting of stockholders
need not be by written ballot unless the By-laws of the Corporation shall
so provide.

                               ARTICLE XII

    Cumulative voting for the election of directors shall not be
permitted.

                               ARTICLE XIII

    Any action required or permitted to be taken by the stockholders of
the Corporation must be effected at a duly called annual or special
meeting of stockholders of the Corporation, and the ability of the
stockholders to consent in writing to the taking of any action is hereby
specifically denied.  The foregoing sentence shall take effect on the day
following the date on which the Corporation first has more than twenty-
five stockholders of record.  Except as otherwise required by law, special
meetings of stockholders of the Corporation may be called only by the
Chairman of the Board, the Board of Directors pursuant to a resolution
approved by a majority of the entire Board of Directors, by the President
or as otherwise provided in the By-laws of the Corporation.

                               ARTICLE XIV

    The vote of stockholders of the Corporation required to approve
Business Combinations (as hereinafter defined) shall be as set forth in
this Article XIV.

    Section 1.  In addition to any affirmative vote required by law or by
this Restated Certificate of Incorporation, and except as otherwise
expressly provided in Section 3 of this Article XIV:

        (a)  any merger or consolidation of the Corporation with (i) any
Interested Stockholder or (ii) any other corporation (whether or not
itself an Interested Stockholder) which is, or after such merger or
consolidation would be, an Affiliate or Associate of an Interested
Stockholder;

        (b)  any sale, lease, exchange, mortgage, pledge, transfer or
other disposition (in one transaction or a series of transactions) to or
with any Interested Stockholder or any Affiliate or Associate of any
Interested Stockholder of (i) all or substantially all the assets of the
Corporation or (ii) assets of the Corporation or any of its Subsidiaries
representing in the aggregate more than 75% of the total value of the
assets of the Corporation and its consolidated Subsidiaries as reflected
on the most recent consolidated balance sheet of the Corporation and its
consolidated Subsidiaries prepared in accordance with generally accepted
accounting principles then in effect;

        (c)  any sale, lease, exchange, mortgage, pledge, transfer or
other disposition (in one transaction or a series of transactions) to or
with any Interested Stockholder or any Affiliate or Associate of any
Interested Stockholder of any assets of the Corporation or of any
Subsidiary having an aggregate Fair Market Value of $10,000,000 or more,
but less than the amount referred to in clause (ii) of paragraph (b) of
this Section 1 or (ii) any merger or consolidation of any Subsidiary of
the Corporation having assets with an aggregate Fair Market Value of
$10,000,000 or more in a transaction not covered by paragraph (b) of this
Section 1 with (x) any Interested Stockholder or (y) any other corporation
(whether or not itself an Interested Stockholder) which is, or after such
merger or consolidation would be, an Affiliate or Associate of an
Interested Stockholder;

        (d)  the issuance or transfer by the Corporation or any Subsidiary
(in one transaction or a series of transactions) to any Interested
Stockholder or any Affiliate or Associate of any Interested Stockholder of
any securities of the Corporation or any Subsidiary in exchange for cash,
securities or other property (or a combination thereof) having an
aggregate Fair Market Value of $10,000,000 or more, other than the
issuance of securities upon the conversion of convertible securities of
the Corporation or any Subsidiary which were not acquired by such
Interested Stockholder (or such Affiliate or Associate) from the
Corporation or a Subsidiary;

        (e)  The adoption of any plan or proposal for the liquidation or
dissolution of the Corporation proposed by or on behalf of any Interested
Stockholder or any Affiliate or Associate of any Interested Stockholder;
or

        (f)  any reclassification of securities (including any reverse
stock split) or recapitalization of the Corporation, or any merger or
consolidation of the Corporation with any of its Subsidiaries or any other
transaction (whether or not with or into or otherwise involving any
Interested Stockholder), which in any such case has the effect, directly
or indirectly, of increasing the proportionate share of the outstanding
shares of any class or series of stock or securities convertible into
stock of the Corporation or any Subsidiary which is directly or indirectly
beneficially owned by any Interested Stockholder or any Affiliate or
Associate of any Interested Stockholder shall not be consummated without
(i) the affirmative vote of the holders of at least 75% of the combined
voting power of the then outstanding shares of stock of all classes and
series of the Corporation entitled to vote generally in the election of
directors (the "Voting Stock") and (ii) the affirmative vote of a majority
of the combined voting power of the then outstanding shares of Voting
Stock held by Disinterested Stockholders, in each case voting together as
a single class.  Such affirmative vote shall be required notwithstanding
the fact that no vote may be required, or that a lesser percentage may be
specified, by law or by this Restated Certificate of Incorporation or by a
registered securities association or in any agreement with any national
securities exchange or otherwise.

    Section 2.  The term "Business Combination" as used in this
Article XIV shall mean any transaction which is referred to in any one or
more of paragraphs (a) through (f) of Section 1 of this Article XIV.

    Section 3.  The provisions of Section 1 of this Article XIV shall not
be applicable to any particular Business Combination, and such Business
Combination shall require only such affirmative vote as is required by law
and any other provision of this Restated Certificate of Incorporation, if
all the conditions specified in any of the following paragraphs (a), (b)
or (c) are met:

        (a)  such Business Combination shall have been approved by a
majority of the Disinterested Directors and (ii) the Interested
Stockholder involved in such Business Combination (x) acquired such status
as an Interested Stockholder in a manner substantially consistent with an
agreement or memorandum of understanding approved by the Board of
Directors (including a majority of the Disinterested Directors) prior to
the time such Interested Stockholder became an Interested Stockholder and
(y) has complied with all requirements imposed by such agreement or
memorandum of understanding; or

        (b)  in the case of any Business Combination described in
paragraph (a) or (f) of Section 1 of this Article XIV, (i) such Business
Combination shall have been approved by a majority of the Disinterested
Directors, (ii) such Business Combination shall not have resulted,
directly or indirectly, in an increase of more than 10% in the total
amount of shares of any class or series of stock or securities convertible
into stock of the Corporation or any Subsidiary which was directly or
indirectly beneficially owned by an Interested Stockholder and all
Affiliates and Associates of such Interested Stockholder at the time of
the approval of such Business Combination by a majority of the
Disinterested Directors and (iii) such Business Combination shall not have
been consummated within a period of two years after the consummation of
any other Business Combination described in paragraph (a), (b), (c), (d),
(e) or (f) of Section 1 of this Article XIV (whether or not such other
Business Combination shall have been approved by a majority of the
Disinterested Directors) which had the effect, directly or indirectly, of
increasing the proportionate share of the outstanding shares of any class
or series of stock or securities convertible into stock of the Corporation
or any Subsidiary which was directly or indirectly beneficially owned by
such Interested Stockholder or any Affiliate or Associate of such
Interested Stockholder; or

        (c)  in the case of any Business Combination described in
paragraph (c) or (d) of Section 1 of this Article XIV, such Business
Combination shall have been approved by a majority of the Disinterested
Directors.

    Section 4.  For the purposes of this Article XIV:

        (a)  A "person" shall mean any individual, group, firm,
corporation, partnership, trust or other entity.

        (b) "Interested Stockholder" shall mean any person (other than the
Corporation, any Subsidiary and other than any group consisting of the
directors and officers of the Corporation which may be deemed to be a
group solely by reason of each of them being directors or officers of the
Corporation or members of a slate proposed by the Corporation as
directors) who or which:

            (1)  is the beneficial owner, directly or indirectly, of 10%
or more of the combined voting power of the then outstanding shares of
Voting Stock; or

            (2)  is an Affiliate of the Corporation and at any time within
the two-year period immediately prior to the date in question was the
beneficial owner, directly or indirectly, of 10% or more of the combined
voting power of the then outstanding shares of Voting Stock; or

            (3)  is an assignee of or has otherwise succeeded to the
beneficial ownership of any shares of Voting Stock which were at any time
within the two-year period immediately prior to the date in question
beneficially owned by any Interested Stockholder, if such assignment or
succession shall have occurred in the course of a transaction or series of
transactions not involving a public offering within the meaning of the
Securities Act of 1933.
        (c)  "Disinterested Stockholder" shall mean a stockholder of the
Corporation who is not an Interested Stockholder or an Affiliate or an
Associate of an Interested Stockholder.

        (d)  a person shall be a "beneficial owner" of any Voting Stock:

            (1)  which such person or any of its Affiliates or Associates
beneficially owns, directly or indirectly; or

            (2)  which such person or any of its Affiliates or Associates
has (a) the right to acquire (whether such right is exercisable
immediately or only after the passage of time) pursuant to any agreement,
arrangement or understanding or upon the exercise of conversion rights,
exchange rights, warrants or options, or otherwise or (b) the right to
vote or to direct the vote pursuant to any agreement, arrangement or
understanding; or

            (3)  which are beneficially owned, directly or indirectly, by
any other person with which such person or any of its Affiliates or
Associates has any agreement, arrangement or understanding for the purpose
of acquiring, holding, voting or disposing of any shares of Voting Stock.

        (e)  For the purposes of determining whether a person is an
Interested Stockholder pursuant to paragraph (b) of this Section 4, the
number of shares of Voting Stock deemed to be outstanding shall include
shares deemed owned by such person through application of paragraph (d) of
this Section 4 but shall not include any other shares of Voting Stock
which may be issuable to other persons pursuant to any agreement,
arrangement or understanding or upon exercise of conversion rights,
exchange rights, warrants or options or otherwise.

        (f) "Affiliate" and "Associate" shall have the respective meanings
ascribed to such terms in Rule 12b-2 of the General Rules and Regulations
under the Securities Exchange Act of 1934, as in effect on February 1,
1993.

        (g) "Subsidiary" shall mean any Corporation more than 50% of whose
outstanding stock having ordinary voting power in the election of
directors is owned by the Corporation, by a Subsidiary or by the
Corporation and one or more Subsidiaries; provided, however, that for the
purposes of the definition of Interested Stockholder set forth in
paragraph (b) of this Section 4, the term "Subsidiary" shall mean only a
corporation of which a majority of each class of equity security is owned
by the Corporation, by a Subsidiary or by the Corporation and one or more
Subsidiaries.

        (h) "Disinterested Director" means any member of the Board of
Directors of the Corporation who is unaffiliated with, and not a nominee
of, the Interested Stockholder and was a member of the Board of Directors
prior to the time that the Interested Stockholder became an Interested
Stockholder, and any successor of a Disinterested Director who is
unaffiliated with, and not a nominee of, the Interested Stockholder and
who is recommended to succeed a Disinterested Director by a majority of
Disinterested Directors then on the Board of Directors.

        (i) "Fair Market Value" means: (1) in the case of stock, the
highest closing sale price during the 30-day period immediately preceding
the date in question of a share of such stock on the New York Stock
Exchange Composite Tape or, if such stock is not quoted on the Composite
Tape, on the New York Stock Exchange or, if such stock is not listed on
such Exchange, on the principal United States securities exchange
registered under the Securities Exchange Act of 1934 on which such stock
is listed or, if such stock is not listed on any such exchange, the
highest closing sales price or bid quotation with respect to a share of
such stock during the 30-day period preceding the date in question on the
National Association of Securities Dealers, Inc. Automated Quotations
System or any system then in use or, if no such quotations are available,
the fair market value on the date in question of a share of such stock as
determined by a majority of the Disinterested Directors in good faith; and
(2) in the case of stock of any class or series which is not traded on any
securities exchange or in the over-the-counter market or in the case of
property other than cash or stock, the fair market value of such stock or
property, as the case may be, on the date in question as determined by a
majority of the Disinterested Directors in good faith.

    Section 5.  A majority of the Disinterested Directors of the
Corporation shall have the power and duty to determine, on the basis of
information known to them after reasonable inquiry, all facts necessary to
determine compliance with this Article XIV, including, without limitation,
(a) whether a person is an Interested Stockholder, (b) the number of
shares of Voting Stock beneficially owned by any person, (c) whether a
person is an Affiliate or Associate of another person, (d) whether the
requirements of Section 3 of this Article XIV have been met with respect
to any Business Combination and (e) whether the assets which are the
subject of any Business Combination have, or the consideration to be
received for the issuance or transfer of securities by the Corporation or
any Subsidiary in any Business Combination has, (i) an aggregate Fair
Market Value of $10,000,000 or more or (ii) represent in the aggregate
more than 75% of the total value of the assets of the Corporation and its
consolidated Subsidiaries prepared in accordance with generally accepted
accounting principles then in effect; and the good faith determination of
a majority of the Disinterested Directors on such matters shall be
conclusive and binding for all purposes of this Article XIV.

    Section 6.  Nothing contained in this Article XIV shall be construed
to relieve an Interested Stockholder from any fiduciary obligation imposed
by law.

                               ARTICLE XV

    The Corporation reserves the right at any time and from time to time
to amend, alter, change or repeal any provision contained in this Restated
Certificate of Incorporation, and any other provisions authorized by the
laws of the State of Delaware at the time in force may be added or
inserted, in the manner now or hereafter prescribed herein or by
applicable law, and all rights, preferences and privileges of whatsoever
nature conferred upon stockholders, directors or any other persons
whomsoever by and pursuant to this Restated Certificate of Incorporation
in its present form or as hereafter amended are granted subject to the
right reserved in this Article XV; provided, however, that any amendment
or repeal of Article VIII or Article IX of this Restated Certificate of
Incorporation shall not adversely affect any right or protection existing
hereunder immediately prior to such amendment or repeal; and provided,
further, that Articles V, VI, VII, VIII, IX, X, XII, XIII, XIV and XV of
this Restated Certificate of Incorporation shall not be amended, altered,
changed or repealed without the affirmative vote of the holders of at
least 75% of the then outstanding stock of the Corporation entitled to
vote generally in the election of directors.

<PAGE>
    IN WITNESS WHEREOF, said Board of Directors has caused this
certificate to be signed by Michael D. James, an Authorized Officer, this
12th day of May, 2004.


                        By: /s/ Michael D. James
                           -----------------------
                           Name:  Michael D. James
                           Title: Chief Financial Officer, Secretary and
                                  Treasurer



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-3.3
<SEQUENCE>5
<FILENAME>ex33seccorrcertofdesig.txt
<DESCRIPTION>SECOND CORRECTED CERTIFICATE OF DESIGNATIONS, PREF
<TEXT>
                           EXHIBIT 3.4

        SECOND CORRECTED CERTIFICATE OF DESIGNATIONS, PREFERENCES
           AND RIGHTS OF SERIES A CONVERTIBLE PREFERRED STOCK
                                OF
                      AMCON DISTRIBUTING COMPANY

    Pursuant to Sections 103(f) and 151 of the General Corporation Law
                       of the State of Delaware

The undersigned, AMCON Distributing Company, a Delaware corporation (the
"Corporation"), does hereby adopt the following Corrected Certificate of
Designations, Preferences and Rights of Series A Convertible Preferred
Stock:

  I.  The Certificate of Designations, Preferences and Rights of Series A
Convertible Preferred Stock was filed by the Secretary of State of
Delaware on June 17, 2004, a Corrected Certificate of Designations,
Preferences and Rights of Series A Convertible Preferred Stock
("Certificate of Designations"), was filed by the Secretary of State of
Delaware on June 18, 2004, and said Certificate of Designations requires a
second correction as permitted by subsection (f) of Section 103 of the
General Corporation Law of the State of Delaware.

  II.  The inaccuracy or defect of said Certificate of Designations is as
follows:

Section 1, Certain Definitions, "Redemption Price," was intended, with
respect to the time periods set forth in subparagraphs (a) through (l), to
represent the sum of the Liquidation Preference, plus the respective
percentages of the Liquidation Preference specified in subparagraphs (a)
through (l), together with accrued and unpaid dividends to and including
the Redemption Date.

  III.  The entire Certificate of Designations is corrected to read as
follows:

AMCON Distributing Company, a corporation organized and existing under the
laws of the State of Delaware (the "Corporation"), does hereby certify
that, pursuant to authority conferred upon the Board of Directors of the
Corporation by its Certificate of Incorporation (the "Certificate of
Incorporation") and pursuant to the provisions of Section 151 of the
General Corporation Law of the State of Delaware, the following resolution
was duly approved and adopted by the Board of Directors of the
Corporation:

RESOLVED, that pursuant to the authority vested in the Board of Directors
of the Corporation by Article IV of the Certificate of Incorporation,
there is hereby created and authorized out of the authorized but unissued
shares of the capital stock of the Corporation, 100,000 shares of a series
of preferred stock to be designated Series A Convertible Preferred Stock,
par value $.01 per share (the "Series A Preferred Stock"), of which the
preferences and relative and other rights, and the qualifications,
limitations or restrictions thereof, shall be (in addition to those set
forth in the Certificate of Incorporation) as follows:

Section 1.  Certain Definitions.

Unless the context otherwise requires, when used herein the following
terms shall have the meanings indicated:


"Authorization Trigger Date" shall have the meaning set forth in Section
5(m).

"Change of Control of the Corporation" means any of the following:  (A)
the making of a tender or exchange offer by any person or entity or group
of associated persons or entities (within the meaning of Section 13(d)(3)
or 14(d)(2) of the Securities Exchange Act of 1934) (a "Person") (other
than the Corporation or its subsidiaries) for shares of Common Stock
pursuant to which purchases are made of securities representing at least
fifty percent (50%) of the total combined voting power of the then issued
and outstanding Voting Stock of the Corporation; (B) the merger or
consolidation of the Corporation with, or the sale or disposition of all
or substantially all of the assets of the Corporation, to any Person other
than (a) a merger or consolidation which would result in the Voting Stock
of the Corporation outstanding immediately prior thereto continuing to
represent (either by remaining outstanding or by being converted into
Voting Stock of the surviving or parent entity) fifty percent (50%) or
more of the combined voting power of the Voting Stock of the Corporation
or such surviving or parent entity outstanding immediately after such
merger or consolidation; or (b) a merger or consolidation effected to
implement a recapitalization of the Corporation (or similar transaction)
in which no Person is or becomes the beneficial owner, directly or
indirectly (as determined under Rule 13d-3 promulgated under the
Securities Exchange Act of 1934), of securities representing fifty percent
(50%) or more of the combined voting power of the Voting Stock of the
Corporation; (C) if; at any time within a two-year period following the
acquisition by any Person of direct or indirect beneficial ownership (as
determined under Rule 13d-3 promulgated under the Securities Exchange Act
of 1934), in the aggregate, of securities of the Corporation representing
forty percent (40%) or more of the total combined voting power of the then
issued and outstanding Voting Stock of the Corporation, the persons who at
the time of such acquisition constitute the Board of Directors cease for
any reason whatsoever to constitute a majority of the Board of Directors;
(D) the acquisition of direct or indirect beneficial ownership (as
determined under Rule 13d-3 promulgated under the Securities Exchange Act
of 1934), in the aggregate, of securities of the Corporation representing
fifty percent (50%) or more of the outstanding Voting Stock of the
Corporation by any person or group of persons acting in concert; or (E)
the approval by the shareholders of the Corporation of any plan or
proposal for the complete liquidation or dissolution of the Corporation or
for the sale of all or substantially all of the assets of the Corporation.

"Common Stock" means shares of the common stock, par value $.01 per share,
of the Corporation.

"Conversion Date" shall have the meaning set forth in Section 5(b).

"Conversion Price" at any time of determination, shall mean the conversion
price determined pursuant to Section 5(c).

"Corporate Change" shall have the meaning set forth in Section 5(j).

"Current Market Price" shall have the meaning set forth in Section 5(i).

"Delivery Period" shall have the meaning set forth in Section 5(d).

"Dividend Payment Date" shall have the meaning set forth in Section 2(a).

"Dividend Period" shall have the meaning set forth in Section 2(a).

"DTC" means the Depository Trust Company.

"DTC Transfer" shall have the meaning set forth in Section 5(f).

"Final Redemption Date" shall have the meaning set forth in Section 4(d).

"Issue Date" shall mean the date the shares of Series A Preferred Stock in
question are issued by the Corporation.

"Junior Stock" means the Common Stock and any other class or series of
securities of the Corporation (i) not entitled to receive any
distributions unless all distributions required to have been paid or
declared and set apart for payment on the Series A Preferred Stock shall
have been so paid or declared and set apart for payment, (ii) not entitled
to receive any assets upon the liquidation, dissolution or winding up of
the affairs of the Corporation until the Series A Preferred Stock shall
have received the entire amount to which such shares are entitled upon
such liquidation, dissolution or winding up, and (iii) not entitled to
redemption until the Series A Preferred Stock shall have been redeemed in
full.

"Liquidation Preference" shall mean $25.00 per share of the Series A
Preferred Stock.

"Parity Stock" means, (i) any class or series of securities of the
Corporation entitled to receive payment of dividends on a parity with the
Series A Preferred Stock and (ii) any class or series of securities of the
Corporation entitled to receive assets upon the liquidation, dissolution
or winding up of the affairs of the Corporation on a parity with the
Series A Preferred Stock.

"Redemption Agent" shall have the meaning set forth in Section 4(c).

"Redemption Amount" shall have the meaning set forth in Section 6(b).

"Redemption Announcement" shall have the meaning set forth in Section
6(a).

"Redemption Date" shall have the meaning set forth in Section 4(b).

"Redemption Event" shall have the meaning set forth in Section 6(a).

"Redemption Notice" shall have the meaning set forth in Section 6(a).

"Redemption Price" shall mean the per share price to be paid upon
redemption of the Series A Preferred Stock, which shall equal (a) for the
period from June 17, 2006 to June 16, 2007, 112% of the Liquidation
Preference, (b) for the period from June 17, 2007 to June 16, 2008, 111%
of the Liquidation Preference, (c) for the period from June 17, 2008 to
June 16, 2009, 110% of the Liquidation Preference, (d) for the period from
June 17, 2009 to June 16, 2010, 109% of the Liquidation Preference, (e)
for the period from June 17, 2010 to June 16, 2011, 108% of the
Liquidation Preference, (f) for the period from June 17, 2011 to June 16,
2012, 107% of the Liquidation Preference, (g) for the period from June 17,
2012 to June 16, 2013, 106% of the Liquidation Preference, (h) for the
period from June 17, 2013 to June 16, 2014, 105% of the Liquidation
Preference, (i) for the period from June 17, 2014 to June 16, 2015, 104%
of the Liquidation Preference, (j) for the period from June 17, 2015 to
June 16, 2016, 103% of the Liquidation Preference, (k) for the period from
June 17, 2016 to June 16, 2017, 102% of the Liquidation Preference, (l)
for the period from June 17, 2017 to June 16, 2018, 101% of the
Liquidation Preference, and (m) after June 16, 2018, the Liquidation
Preference, plus in each case accrued and unpaid dividends to and
including the Redemption Date.

"Reserved Amount" shall have the meaning set forth in Section 5(m).

"Senior Stock" means any (i) class or series of securities of the
Corporation ranking senior to the Series A Preferred Stock in respect of
the right to receive payment of distributions and (ii) any class or series
of securities of the Corporation ranking senior to the Series A Preferred
Stock in respect of the right to receive assets upon the liquidation,
dissolution or winding up of the affairs of the Corporation.

"Voluntary Conversion Notice" shall have the meaning set forth in Section
5(a).

"Voting Stock of the Corporation" means shares of stock of the Corporation
of any class that votes generally in the election of directors.

"Wright Family" means William Wright (Chairman of the Board and Chief
Executive Officer of the Corporation at the date of this Certificate of
Designation), any lineal ascendant or descendant (including by way of
adoption) of William Wright, any spouse of any of the foregoing persons,
any trust established by any of the foregoing persons and any corporation,
partnership, limited liability company or other entity that is controlled,
directly or indirectly, by one or more of the foregoing persons or trusts.

Section 2.  Dividends.

   a.  Subject to the prior preferences and other rights of any Senior
Stock, the holders of the Series A Preferred Stock shall be entitled to
receive, out of funds legally available for that purpose, cash dividends
in an amount equal to 6.785% per annum of the Liquidation Preference per
share calculated on the basis of a 365-day year.   Such dividends shall be
payable only in cash, shall be cumulative from their Issue Date and shall
be payable in arrears, when, as and if declared by the Board of Directors,
on March 31, June 30, September 30 and December 31 of each year (each such
date being herein referred to as a "Dividend Payment Date"), commencing on
June 30, 2004.  The period between consecutive Dividend Payment Dates
shall hereinafter be referred to as a "Dividend Period."

   b.  Dividends on any shares of Series A Preferred Stock shall accrue
(whether or not declared and whether or not there shall be funds legally
available for the payment of dividends) on and from their Issue Date.  No
interest shall be payable with respect to any dividends that are in
arrears.

   c.  Each such dividend shall be paid to the holders of record of the
Series A Preferred Stock as their names appear on the share register of
the Corporation on the corresponding Record Date.  As used above, the term
"Record Date" for any Dividend Period means the date that is fifteen (15)
days prior to the Dividend Payment Date for such Dividend Period, or such
other record date designated by the Board of Directors of the Corporation
with respect to the dividend payable on such respective Dividend Payment
Date.  Dividends on account of arrears for any past Dividend Periods may
be declared and paid, together with any accrued but unpaid dividends
thereon to and including the date of payment, at any time, without
reference to any Dividend Payment Date, to holders of record on such date,
not exceeding 50 days preceding the payment date thereof, as may be fixed
by the Board of Directors.

   d.  Whenever dividends payable on shares of Series A Preferred Stock
shall not have been paid in full, in an aggregate amount equal to two full
quarterly dividends on such shares of Series A Preferred Stock then
outstanding, the number of directors then constituting the Board of
Directors of the Corporation shall automatically be increased by two, and
the holders of such shares of Series A Preferred Stock shall have the
exclusive and special right, voting separately as a class with the holders
of shares of any one or more class or series of Parity Stock and upon
which like voting rights have been conferred and are exercisable, to elect
two directors of the Corporation to fill such newly created directorships;
provided, however, that in no event shall the holders of such shares of
Series A Preferred Stock voting separately as a class as aforesaid have
the right to elect more than two directors.  Whenever such right of the
holders of such shares of Series A Preferred Stock shall have vested, such
right may be exercised initially either at a special meeting of such
shareholders, which special meeting shall be called by the Board of
Directors of the Corporation, or at any annual meeting of shareholders,
and thereafter at annual meetings of shareholders.  The right of the
holders of such shares of Series A Preferred Stock, voting separately as a
class to elect members of the Board of Directors of the Corporation as
aforesaid, shall continue until such time as all dividends accumulated on
such shares of Series A Preferred Stock to the dividend payment date next
preceding the date of any such determination have been paid in full, or
declared and set apart in trust for payment, at which time the special
rights of the holders of such shares of Series A Preferred Stock to vote
separately as a class for the election of two directors shall terminate
(subject to revesting in the event of each and every subsequent failure to
make dividend payments in an aggregate amount equal to two full quarterly
dividends as above provided), and the number of directors constituting the
Board of Directors shall be automatically reduced.

   e.  So long as any shares of the Series A Preferred Stock are
outstanding, the Corporation shall not, directly or indirectly, declare,
pay or set apart for payment any dividends or other distributions on
Junior Stock (other than dividends or distributions paid in shares of, or
options, warrants or rights to subscribe for or purchase shares of, Junior
Stock) or redeem or otherwise acquire any Junior Stock for any
consideration (including any moneys to be paid to or made available for a
sinking fund for the redemption of any shares of any such stock), except
by conversion into or exchange for Junior Stock, unless in each case the
full cumulative dividends on all outstanding shares of the Series A
Preferred Stock and any other Parity Securities have been paid or set
apart for payment for all past and current Dividend Periods with respect
to the Series A Preferred Stock and all past and current dividend periods
with respect to such Parity Securities.

Section 3.  Distributions Upon Liquidation, Dissolution or Winding Up.

In the event of any voluntary or involuntary liquidation, dissolution or
other winding up of the affairs of the Corporation, subject to the prior
preferences and other rights of any Senior Stock, but before any
distribution or payment shall be made to the holders of Junior Stock, the
holders of the Series A Preferred Stock shall be entitled to be paid the
Liquidation Preference of all outstanding shares of the Series A Preferred
Stock as of the date of such liquidation or dissolution or such other
winding up, plus any accrued but unpaid dividends, if any, to such date,
and no more.  The Corporation shall make such payment in cash.  If such
payment shall have been made in full to the holders of the Series A
Preferred Stock, and if payment shall have been made in full to the
holders of any Senior Stock and Parity Stock of all amounts to which such
holders shall be entitled, the remaining assets and funds of the
Corporation shall be distributed among the holders of Junior Stock,
according to their respective shares and priorities.  If, upon any such
liquidation, dissolution or other winding up of the affairs of the
Corporation, the net assets of the Corporation distributable among the
holders of all outstanding shares of the Series A Preferred Stock and of
any Parity Stock shall be insufficient to permit the payment in full to
such holders of the preferential amounts to which they are entitled, then
the entire net assets of the Corporation remaining after the distributions
to holders of any Senior Stock of the full amounts to which they may be
entitled shall be distributed among the holders of the Series A Preferred
Stock and of any Parity Stock ratably in proportion to the full amounts to
which they would otherwise be respectively entitled.  Neither the
consolidation or merger of the Corporation into or with another
corporation or corporations, nor the sale of all or substantially all of
the assets of the Corporation to another corporation or corporations shall
be deemed a liquidation, dissolution or winding up of the affairs of the
Corporation within the meaning of this Section 3.

Section 4.  Optional Redemption by the Corporation.

   a.  The Series A Preferred Stock shall not be redeemed in whole or in
part on or prior to June 17, 2006, except as provided in Section 6 hereof.
After June 17, 2006, the Corporation may, at its option, redeem in cash at
any time, in whole or in part, the Series A Preferred Stock at the
Redemption Price per share.  If less than all the outstanding shares of
Series A Preferred Stock are to be redeemed pursuant to this Section 4,
the shares to be redeemed shall be determined by lot or in such other
manner as the Board of Directors of the Corporation may prescribe and
which it deems appropriate.

   b.  Notice of redemption of the Series A Preferred Stock shall be sent
by or on behalf of the Corporation, by first class mail, postage prepaid,
to the holders of record of the outstanding shares of Series A Preferred
Stock at their respective addresses as they shall appear on the records of
the Corporation, not less than 10 days nor more than 30 days prior to the
date fixed for redemption (the "Redemption Date") (i) notifying such
holders of the election of the Corporation to redeem such shares and of
the Redemption Date, (ii) stating the date on which the shares cease to be
convertible (which date shall be the same date as the Redemption Date),
and the Conversion Price, (iii) the place or places at which the shares
called for redemption shall, upon presentation and surrender of the
certificates evidencing such shares, be redeemed, and the Redemption Price
therefor, and (iv) stating the name and address of any Redemption Agent
selected by the Corporation in accordance with Section 4(c) below, and the
name and address of the Corporation's transfer agent for the Series A
Preferred Stock.  The Corporation may act as the transfer agent for the
Series A Preferred Stock.

   c.  The Corporation may act as the redemption agent to redeem the
Series A Preferred Stock.  The Corporation may also appoint as its agent
for such purpose its transfer agent for Common Stock or a bank or trust
company in good standing, organized under the laws of the United States of
America or any jurisdiction thereof, and having capital, surplus and
undivided profits aggregating at least $100,000,000, and may appoint any
one or more additional such agents which shall in each case be a bank or
trust company in good standing organized under the laws of the United
States of America or of any jurisdiction thereof, having an office or
offices in The City of New York, New York, or such other place as shall
have been designated by the Corporation, and having capital, surplus and
undivided profits aggregating at least $100,000,000.  The Corporation or
such bank or trust company is hereinafter referred to as the "Redemption
Agent."  Following such appointment and prior to any redemption, the
Corporation shall deliver to the Redemption Agent irrevocable written
instructions authorizing the Redemption Agent, on behalf and at the
expense of the Corporation, to cause such notice of redemption to be duly
mailed as herein provided as soon as practicable after receipt of such
irrevocable instructions and in accordance with the above provisions.  All
funds necessary for the redemption shall be deposited with the Redemption
Agent in trust at least two business days prior to the Redemption Date,
for the pro rata benefit of the holders of the shares of Series A
Preferred Stock so called for redemption, so as to be and continue to be
available therefor.  Neither failure to mail any such notice to one or
more such holders nor any defect in any notice shall affect the
sufficiency of the proceedings for redemption as to other holders.

   d.  If notice of redemption shall have been given as provided above,
and the Corporation shall not default in the payment of the Redemption
Price, then each holder of shares called for redemption shall be entitled
to all preferences, relative and other rights accorded by this Certificate
of Designation until and including the Redemption Date.  If the
Corporation shall default in making payment or delivery as aforesaid on
the Redemption Date, then each holder of the shares called for redemption
shall be entitled to all preferences, relative and other rights accorded
by this Certificate of Designation until and including the date (the
"Final Redemption Date") when the Corporation makes payment or delivery as
aforesaid to the holders of the Series A Preferred Stock.  From and after
the Redemption Date or, if the Corporation shall default in making payment
or delivery as aforesaid, the Final Redemption Date, the shares called for
redemption shall no longer be deemed to be outstanding, and all rights of
the holders of such shares shall cease and terminate, except the right of
the holders of such shares, upon surrender of certificates therefor, to
receipt of amounts to be paid hereunder.  The deposit of monies in trust
with the Redemption Agent by the Corporation shall be irrevocable except
that the Corporation shall be entitled to receive from the Redemption
Agent the interest or other earnings, if any, earned on any monies so
deposited in trust, and the holders of any shares redeemed shall have no
claim to such interest or other earnings, and any balance of monies so
deposited by the Corporation and unclaimed by the holders of the Series A
Preferred Stock entitled thereto at the expiration of two years from the
Redemption Date or the Final Redemption Date, as applicable, shall be
repaid, together with any interest or other earnings thereon, to the
Corporation, and after any such repayment, the holders of the shares
entitled to the funds so repaid to the Corporation shall look only to the
Corporation for such payment, without interest.

Section 5.  Conversion Rights.  The Series A Preferred Stock shall be
convertible into Common Stock as follows:

   a.  Conversion at Holder's Option. The holder of any shares of the
Series A Preferred Stock shall have the right at such holder's option, at
any time and from time to time at any time following the Issue Date and
without the payment of any additional consideration, to convert any or all
of such shares of the Series A Preferred Stock into fully paid and
nonassessable shares of Common Stock at the Applicable Conversion Price
(as provided in Section 5(c) below) in effect on the Conversion Date (as
provided in Section 5(d) below) upon the terms hereinafter set forth.  The
holder of any shares of the Series A Preferred Stock may exercise the
conversion right specified in Section 5(a) by surrendering or causing to
be surrendered to the Corporation or any transfer agent of the Corporation
the certificate or certificates representing the shares of the Series A
Preferred Stock to be converted, accompanied by written notice (the
"Voluntary Conversion Notice") specifying the number of such shares to be
converted.

   b.  Status as Stockholder.  As of the close of business on the date
when delivery of a Voluntary Conversion Notice by a holder of Series A
Preferred Stock is made to the Corporation (the "Conversion Date") (i) the
shares covered thereby shall be deemed converted into shares of Common
Stock and (ii) the holder's rights as a holder of such converted shares of
Series A Preferred Stock shall cease and terminate, excepting only the
right to receive such Common Stock and to any remedies provided herein or
otherwise available at law or in equity to such holder because of a
failure by the Corporation to comply with the terms of this Certificate of
Designation.

   c.  Number of Shares.  In the event of a conversion pursuant to Section
5(a) above, each share of the Series A Preferred Stock so converted shall
be converted into such number of shares of Common Stock as is determined
by dividing (x) $25 by (y) the Conversion Price in effect on the
Conversion Date. The initial Conversion Price shall be $30.31 per share of
Common Stock.  Such initial Conversion Price shall be subject to
adjustment in order to adjust the number of shares of Common Stock into
which the Series A Preferred Stock is convertible, as hereinafter
provided.

   d.  Mechanics of Conversion.  The Corporation shall not be obligated to
issue to any holder certificates representing the shares of Common Stock
issuable upon conversion unless certificates representing the shares of
Series A Preferred Stock, endorsed directly or through stock powers to the
Corporation or in blank and accompanied when appropriate with evidence of
the signatory's authority, are delivered to the Corporation or any
transfer agent of the Corporation.  If the certificate representing shares
of Common Stock issuable upon conversion of shares of the Series A
Preferred Stock is to be issued in a name other than the name on the face
of the certificate representing such shares of the Series A Preferred
Stock, such certificate shall be accompanied by such evidence of the
assignment and such evidence of the signatory's authority with respect
thereto as deemed appropriate by the Corporation or its transfer agent and
such certificate shall be endorsed directly or through stock powers to the
Corporation or in blank.  Not less than five business days after the
Conversion Date (the "Delivery Period"), the Corporation shall issue and
deliver to or upon the written order of such holder a certificate or
certificates for the number of full shares of Common Stock to which such
holder is entitled upon such conversion, and a check or cash with respect
to any fractional interest in a share of Common Stock, as provided in
Section 5(e).  The person in whose name the certificate or certificates
for Common Stock are to be issued shall be deemed to have become a holder
of record of such Common Stock on the applicable Conversion Date.  Upon
conversion of only a portion of the number of shares covered by a
certificate representing shares of Series A Preferred Stock surrendered
for conversion, the Corporation shall issue and deliver to or upon the
written order of the holder of the certificate so surrendered for
conversion, at the expense of the Corporation, a new certificate
representing the number of shares of the Series A Preferred Stock
representing the unconverted portion of the certificate so surrendered.
The Corporation shall pay on any Conversion Date the accrued and unpaid
dividends to and including such date on all shares of Series A Preferred
Stock to be so converted.

   e.  Fractional Shares.  No fractional shares of Common Stock or scrip
shall be issued upon conversion of shares of the Series A Preferred Stock.
If more than one share of the Series A Preferred Stock shall be
surrendered for conversion at any one time by the same holder, the number
of full shares of Common Stock issuable upon conversion thereof shall be
computed on the basis of the aggregate number of shares of the Series A
Preferred Stock so surrendered.  Instead of any fractional shares of
Common Stock which would otherwise be issuable upon conversion of any
shares of the Series A Preferred Stock, the Corporation shall pay a cash
adjustment in respect of such fractional interest in an amount equal to
that fractional interest of the then Current Market Price.

   f.  Delivery of Uncertificated Shares of Common Stock Upon Conversion.
Notwithstanding the provisions of Section 5(d), if the Corporation's
transfer agent is participating in DTC's Fast Automated Securities
Transfer program, the Corporation shall cause its transfer agent to
electronically transmit the Common Stock issuable upon such conversion to
the holder or the holder's designee by crediting the account of the holder
or the holder's designee, or its respective nominee, with DTC through its
Deposit Withdrawal Agent Commission system ("DTC Transfer").  If the
aforementioned conditions to a DTC Transfer are not satisfied, the
Corporation shall deliver in accordance with Section 5(d) to the holder or
the holder's designee physical certificates representing the Common Stock
issuable upon such conversion.

   g.  Conversion Disputes.  In the case of any dispute with respect to a
conversion, the Corporation shall promptly issue such number of shares of
Common Stock as are not disputed in accordance with Section 5(d) or (f),
as applicable.  If such dispute involves the calculation of the Conversion
Price, and such dispute is not promptly resolved by discussion between the
relevant holder and the Corporation, the Corporation and the holder shall
submit the disputed calculations to an independent outside accountant.
The accountant, at the Corporation's sole expense, shall promptly audit
the calculations and notify the Corporation and the holder of the results.
The accountant's calculation shall be deemed conclusive, absent manifest
error.  The Corporation shall then issue the appropriate number of shares
of Common Stock in accordance with Section 5(d) or (f), as applicable.

   h.  Conversion Price Adjustments.  The Conversion Price shall be
subject to adjustment from time to time as follows:

       i.  Stock Dividends, Subdivisions, Reclassifications or
Combinations.  If the Corporation shall (i) declare a dividend or make a
distribution on its Common Stock in shares of its Common Stock, (ii)
subdivide or reclassify the outstanding shares of Common Stock into a
greater number of shares, (iii) combine or reclassify the outstanding
Common Stock into a smaller number of shares, or (iv) take similar action,
the Conversion Price in effect at the time of the record date for such
dividend or distribution or the effective date of such subdivision,
combination, reclassification or other similar action shall be
proportionately adjusted so that the holder of any shares of Series A
Preferred Stock surrendered for conversion after such date shall be
entitled to receive the number of shares of Common Stock which he would
have owned or been entitled to receive had such shares of the Series A
Preferred Stock been converted immediately prior to such date.  Successive
adjustments in the Conversion Price shall be made whenever any event
specified above shall occur.

        ii.  Other Distributions.  In case the Corporation shall fix a
record date for the making of a distribution to all holders of shares of
its Common Stock (i) of shares of any class other than its Common Stock or
(ii) of evidences of indebtedness of the Corporation or any subsidiary or
(iii) of assets (other than cash dividends), or (iv) of rights or
warrants, in each case the Conversion Price in effect immediately prior
thereto shall be adjusted to a price determined by multiplying the then
current Conversion Price by a fraction, of which (1) the numerator shall
be an amount equal to the difference resulting from (A) the Current Market
Price as of such record date less (B) the fair market value (as determined
by the Board, whose determination shall be conclusive) of said shares or
evidences of indebtedness or assets or rights or warrants to be so
distributed, and (2) the denominator shall be the Current Market Price as
of such record date.  Such adjustment shall be made successively whenever
such a record date is fixed.  In the event that such distribution is not
so made, the Conversion Price then in effect shall be readjusted,
effective as of the date when the Board determines not to distribute such
shares, evidences of indebtedness, assets, rights or warrants, as the case
may be, to the Conversion Price which would then be in effect if such
record date had not been fixed.

        iii.  Rounding of Calculations; Minimum Adjustment.  All
calculations under this Section 5(h) shall be made to the nearest cent or
to the nearest one hundredth (1/100th) of a share, as the case may be.
Any provision of this Section 5 to the contrary notwithstanding, no
adjustment in the Conversion Price shall be made if the amount of such
adjustment would be less than $0.01; but any such amount shall be carried
forward and an adjustment with respect thereto shall be made at the time
of and together with any subsequent adjustment which, together with such
amount and any other amount or amounts so carried forward, shall aggregate
$0.01 of more.

   i.  Current Market Price.  The "Current Market Price" at any date shall
mean, in the event the Common Stock is publicly traded, the average of the
daily closing prices per share of Common Stock for 30 consecutive trading
days ending three trading days before such date (as adjusted for any stock
dividend, split, combination or reclassification that took effect during
such 30 trading day period).  The closing price for each day shall be the
last reported sale price regular way or, in case no such reported sale
takes place on such day, the average of the last closing bid and asked
prices regular way, in either case on the principal national securities
exchange on which the Common Stock is listed or admitted to trading, or if
not listed or admitted to trading on any national securities exchange, the
closing sale price for such day reported by Nasdaq, if the Common Stock is
quoted on Nasdaq National Market, Nasdaq Small Cap or any comparable
system, or, if the Common Stock is not traded on Nasdaq or any comparable
system, the average of the closing bid and asked prices as furnished by
two members of the National Association of Securities Dealers, Inc.
selected from time to time by the Corporation for that purpose.  If the
Common Stock is not traded in such manner that the quotations referred to
above are available for the period required hereunder, Current Market
Price per share of Common Stock shall be deemed to be the fair value per
share of Common Stock as determined in good faith by the Board of
Directors, irrespective of any accounting treatment.

   j.  Corporate Change.  If there shall be (i) any reclassification or
change of the outstanding shares of Common Stock (other than an event
covered by Section 5(h) above or a change in par value, or from par value
to no par value, or from no par value to par value, or as a result of a
subdivision or combination), (ii) any consolidation or merger of the
Corporation with any other entity (other than a merger in which the
Corporation is the surviving or continuing entity, or (iii) any share
exchange or other transaction pursuant to which all of the outstanding
shares of Common Stock are converted into other securities or property
(each of (i) - (iii) above being a "Corporate Change"), then the holders
of Series A Preferred Stock shall thereafter have the right to receive
upon conversion, in lieu of the shares of Common Stock otherwise issuable,
such shares of stock, securities and/or other property as would have been
issued or payable in such Corporate Change with respect to or in exchange
for the number of shares of Common Stock which would have been issuable
upon conversion had such Corporate Change not taken place, and in any such
case, appropriate provisions (as determined by the Board of Directors in
good faith) shall be made with respect to the rights and interests of the
holders of the Series A Preferred Stock to the end that the economic value
of the shares of Series A Preferred Stock is not diminished by such
Corporate Change and that the provisions hereof (including, without
limitation, in the case of any such consolidation, merger or sale in which
the successor entity or purchasing entity is not the Corporation, an
immediate adjustment of the Conversion Price so that the Conversion Price
immediately after the Corporate Change reflects the same relative value as
compared to the value of the surviving entity's common stock that existed
between the Conversion Price and the value of the Corporation's Common
Stock immediately prior to such Corporate Change) shall thereafter be
applicable, as nearly as may be practicable in relation to any shares of
stock or securities thereafter deliverable upon the conversion thereof.

   k.  Costs.  The Corporation shall pay all documentary, stamp, transfer
or other transactional taxes attributable to the issuance or delivery of
shares of Common Stock upon conversion of any shares of the Series A
Preferred Stock; provided that the Corporation shall not be required to
pay any such taxes or any federal or state income taxes or other taxes
which may be payable in respect of any transfer involved in the issuance
or delivery of any certificate for such shares in a name other than that
of the holder of the shares of the Series A Preferred Stock in respect of
which such shares are being issued.

   l.  No Impairment.  The Corporation (i) will not permit the par value
of any shares of stock at the time receivable upon the conversion of the
Series A Preferred Stock to exceed the Conversion Price then in effect,
(ii) will take all such action as may be necessary or appropriate in order
that the Corporation may validly and legally issue fully paid and
nonassessable shares of Common Stock on the conversion of the Series A
Preferred Stock and (iii) will not issue any Common Stock or convertible
securities or take any action which results in an adjustment of the
Conversion Price if the total number of shares of Common Stock issuable
after such issuance or action upon the conversion or redemption of, or
payment of all outstanding dividends on, all of the then outstanding
shares of Series A Preferred Stock will exceed the total number of shares
of Common Stock then authorized by the Corporation's Certificate of
Incorporation and available for the purposes of issue upon such conversion
or redemption or payment of such dividend.

   m.  Reservation of Shares.  The Corporation will at all times reserve
and keep available, out of its authorized and unissued Common Stock or any
other securities issuable upon conversion pursuant to Section 5(j) above
solely for the purposes of issuance upon conversion of Series A Preferred
Stock as herein provided, free from preemptive rights or any other actual
or contingent purchase rights or persons other than the holders of shares
of Series A Preferred Stock, such number of shares of Common Stock or such
other securities that shall be so issuable upon the conversion of all
outstanding shares of Series A Preferred Stock (the "Reserved Amount").
All shares of Common Stock and other securities that shall be so issuable
upon conversion of the Series A Preferred Stock shall, upon issue, be duly
and validly issued and fully paid and nonassessable.  If the Reserved
Amount for any ten consecutive trading days (the last of such ten trading
days being the "Authorization Trigger Date") shall be less than one
hundred percent (100%) of the number of shares of Common Stock issuable
upon full conversion of the then outstanding shares of Series A Preferred
Stock, the Corporation shall immediately notify the holders of Series A
Preferred Stock of such occurrence and shall immediately commence action
(including, if necessary, seeking stockholder approval to authorize the
issuance of additional shares of Common Stock and other securities) to
increase the Reserved Amount to one hundred percent (100%) of the number
of shares of Common Stock and other securities then issuable upon full
conversion of all of the outstanding Series A Preferred Stock at the then
current Conversion Price.  Each holder of Series A Preferred Stock, by
their acceptance thereof, agrees to vote in favor of any action necessary
to increase the number of authorized shares of Common Stock and other
securities.  In the event the Corporation fails to so increase the
Reserved Amount within 120 days after an Authorization Trigger Date, each
holder of Series A Preferred Stock shall thereafter have the option,
exercisable in whole or in part at any time and from time to time, by
delivery of a Redemption Notice to the Corporation, to require the
Corporation to redeem for cash, at an amount per share equal to the
Redemption Price, a number of the holder's shares of Series A Preferred
Stock such that, after giving effect to such redemption, the then unissued
portion of such holder's Reserved Amount is at least equal to one hundred
percent (100%) of the total number of shares of Common Stock and other
securities issuable upon conversion of such holder's shares of Series A
Preferred Stock.

   n.  Notices of Record Date.  In the event of any taking by the
Corporation of a record of the holders of Common Stock or any other
securities issuable upon conversion pursuant to Section 5(j) above for the
purpose of determining the holders thereof who are entitled to receive any
dividend (other than a cash dividend) or other distribution, any right or
warrant to subscribe for, purchase or otherwise acquire any shares of
stock or any class of any other securities or property, or to receive any
other right (including, without limitation, making a dividend or other
distribution of any rights under a stockholder rights plan (sometimes
known as a "poison pill" plan), whether now existing or hereafter
created), the Corporation shall mail to each holder of Series A Preferred
Stock, at least 20 days prior to the date specified therein, a notice
specifying the date on which any such record is to be taken for the
purpose of such dividend, distribution, right or warrant, and the amount
and character of such dividend, distribution, right or warrant.

Section 6.  Redemption Due to Certain Events.

   a.  Redemption by Holder.  In the event (each of the events described
in clauses (i)-(v) below after expiration of the applicable cure period
(if any) being a "Redemption Event"):

        i.  A Change of Control of the Corporation shall have occurred;

        ii.  The Wright Family ceases to beneficially own (as determined
under Rule 13d-3 promulgated under the Securities Exchange Act of 1934)
twenty percent (20%) or more of the outstanding Voting Stock of the
Corporation, computed on a fully diluted basis based on the then generally
accepted accounting principles;

        iii.  the Corporation shall make an assignment for the benefit of
creditors, or apply for or consent to the appointment of a receiver or
trustee for it or for a substantial part of its property or business, or
such a receiver or trustee shall otherwise be appointed; or

        iv.  bankruptcy, insolvency, reorganization or liquidation
proceedings or other proceedings for the relief of debtors shall be
instituted by or against the Corporation and if instituted against the
Corporation by a third party, shall not be dismissed within 120 days of
their initiation;

then, upon the occurrence of any such Redemption Event, each holder of
shares of Series A Preferred Stock shall thereafter have the option,
exercisable in whole or in part at any time and from time to time by
delivery of a written notice to such effect (a "Redemption Notice") to the
Corporation while such Redemption Event continues, to require the
Corporation to purchase for cash any or all of the then outstanding shares
of Series A Preferred Stock held by such holder for an amount per share
equal to the Redemption Amount in effect at the time of the redemption
hereunder.  Upon the Corporation's receipt of any Redemption Notice
hereunder (other than during the three trading day period following the
Corporation's delivery of a Redemption Announcement to all of the holders
in response to the Corporation's initial receipt of a Redemption Notice
from a holder of Series A Preferred Stock), the Corporation shall within
two business days following such receipt deliver a written notice (a
"Redemption Announcement") to all holders of Series A Preferred Stock
stating the date upon which the Corporation received such Redemption
Notice and the amount of Series A Preferred Stock covered thereby.  The
Corporation shall not redeem any shares of Series A Preferred Stock during
the three trading day period following the delivery of a required
Redemption Announcement hereunder.  At any time and from time to time
during such three trading day period, each holder of Series A Preferred
Stock may request (either orally or in writing) information from the
Corporation with respect to the instant redemption (including, but not
limited to, the aggregate number of shares of Series A Preferred Stock
covered by Redemption Notices received by the Corporation) and the
Corporation shall furnish (either orally or in writing) as soon as
practicable such requested information to such requesting holder.

   b.  The "Redemption Amount" with respect to a share of Series A
Preferred Stock means an amount equal to the Liquidation Preference
(including accrued and unpaid dividends to and including the date the
Corporation makes payment of the Redemption Amount).

   c.  In the event the Corporation is not able to redeem all of the
shares of Series A Preferred Stock subject to Redemption Notices delivered
prior to the date upon which such redemption is to be effected, the
Corporation shall redeem shares of Series A Preferred Stock from each
holder pro rata, based on the total number of shares of Series A Preferred
Stock outstanding at the time of redemption included by such holder in all
Redemption Notices delivered prior to the date upon which such redemption
is to be effected relative to the total number of shares of Series A
Preferred Stock outstanding at the time of redemption included in all of
the Redemption Notices delivered prior to the date upon which such
redemption is to be effected.

Section 7.  Voting.  The holders of Series A Preferred Stock shall not be
entitled to any voting rights except as provided in Section 2(d) above and
as required by law.

Section 8.  No Preemptive Rights.  The holders of Series A Preferred Stock
shall, as such, have no preemptive right to purchase or otherwise acquire
shares of any class of stock or other securities of the Corporation, now
or hereafter authorized.

Section 9.  Exclusion of Other Rights.  Except as may otherwise be
required by law, the shares of Series A Preferred Stock shall not have any
preferences or relative, participating, optional or other special rights,
other than those specifically set forth in this Certificate of Designation
(as such may be amended from time to time) and in the Certificate of
Incorporation.

Section 10.  Headings of Subdivisions.  The headings of the various
subdivisions hereof are for convenience of reference only and shall not
affect the interpretation of any of the provisions hereof.

Section 11.  Lost or Stolen Certificates.  Upon receipt by the Corporation
of (i) evidence of the loss, theft, destruction or mutilation of any
certificates representing shares of Series A Preferred Stock, and (ii) (y)
in the case of loss, theft or destruction, an indemnity, bond and/or other
security reasonably satisfactory to the Corporation, or (z) in the case of
mutilation, the certificate(s) (surrendered for cancellation), the
Corporation shall execute and deliver new certificates representing shares
of Series A Preferred Stock of like tenor and date.  However, the
Corporation shall not be obligated to reissue such lost, stolen, destroyed
or mutilated certificate(s) if the holder contemporaneously requests the
Corporation to convert such Series A Preferred Stock.


Section 12.  Remedies Cumulative.  The remedies provided in this
Certificate of Designation shall be cumulative and in addition to all
other remedies available under this Certificate of Designation, at law or
in equity (including a decree of specific performance and/or other
injunctive relief), and nothing herein shall limit a holder's right to
pursue actual damages for any failure by the Corporation to comply with
the terms of this Certificate of Designation.  The Corporation
acknowledges that a breach by it of its obligations hereunder will cause
irreparable harm to the holders of Series A Preferred Stock and that the
remedy at law for any such breach may be inadequate.  The Corporation
therefore agrees, in the event of any such breach or threatened breach,
that the holders of Series A Preferred Stock shall be entitled, in
addition to all other available remedies, to an injunction restraining any
breach, without the necessity of showing economic loss and without any
bond or other security being required.

Section 13.  Waiver.  Notwithstanding any provision in this Certificate of
Designation to the contrary, any provision contained herein and any right
of the holders of Series A Preferred Stock granted hereunder may be waived
as to all shares of Series A Preferred Stock (and the holders thereof)
upon the written consent of the holders of a majority of the Series A
Preferred Stock, unless a higher percentage is required by applicable law,
in which case the written consent of the holders of not less than such
higher percentage of shares of Series A Preferred Stock shall be required.

Section 14.  Severability of Provisions.  If any right, preference or
limitation of the Series A Preferred Stock set forth in this Certificate
of Designation (as such may be amended from time to time) is invalid,
unlawful or incapable of being enforced by reason of any rule of law or
public policy, all other rights, preferences and limitations set forth in
this Certificate of Designation (as so amended) which can be given effect
without the invalid, unlawful or unenforceable right, preference or
limitation shall, nevertheless, remain in full force and effect.

Section 15.  Status of Reacquired Shares.  Shares of Series A Preferred
Stock which have been issued and reacquired in any manner (including by
conversion) shall (upon compliance with any applicable provisions of the
laws of the State of Delaware) have the status of authorized and unissued
shares of Preferred Stock issuable in series undesignated as to Series A
Preferred Stock and may be redesignated and reissued.

IN WITNESS WHEREOF, this Corrected Certificate of Designations has been
duly executed by the undersigned this 5th day of August, 2004.

                                     AMCON DISTRIBUTING COMPANY

                                     By: Kathleen M. Evans
                                        -----------------------------
                                        Name: Kathleen M. Evans
                                        Title:  President


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.2
<SEQUENCE>6
<FILENAME>ex42specprefstkcert.txt
<DESCRIPTION>SPECIMEN SERIES A PREFERRED STOCK CERTIFICATE
<TEXT>
                              EXHIBIT 4.2


                  Incorporated Under the Laws of Delaware

  Number                                                      Shares
   -0-                                                          -0-

                         AMCON DISTRIBUTING COMPANY

                    Series A Convertible Preferred Stock

                 100,000 Shares Authorized; $.01 Par Value

This Certifies that                               is the owner of
                   -------------------------------               -----------
                       Shares of the Capital Stock of
- ----------------------

                        AMCON Distributing Company

transferable only on the books of the Corporation by the holder hereof in
person or by Attorney upon surrender of this Certificate properly endorsed.

In Witness Whereof she said Corporation has caused this Certificate to be
signed by its duly authorized officers and its Corporate Seal to be hereunto
affixed

                this              day of             A.D.
                    --------------      -------------    -------------


- --------------------------------           ---------------------------------
                       President                                   Secretary























The shares represented by this certificate have not been registered under the
Securities Act of 1933, as amended (the "Act"), or any state securities laws.
These shares have been acquired for investment and not with a view to
distribution or resale, and may not be sold, pledged, hypothecated, donated
or otherwise transferred, whether or not for consideration, without an
effective registration statement under the Act, and any applicable state
securities laws, or an opinion of counsel satisfactory to the Corporation
that such registration is not required with respect to the proposed
disposition thereof and that such disposition will not cause the loss of the
exemption upon which the Corporation relied in selling such shares of the
original purchaser.

The Corporation will furnish without charge to each stockholder who so
requests the powers, designations, preferences and relative, participating,
optional or other special rights of each call of stock or series thereof and
the qualifications, limitations or restrictions of such preferences and/or
rights.



For Value Received,                   hereby sell, assign and transfer unto
                   -------------------
                                              Shares of the Capital Stock
- -----------------------  ---------------------
represented by the within Certificate, and do hereby irrevocably constitute
and appoint                             , to transfer the said Stock on the
            ----------------------------
books of the within named Corporation with full power of substitution in the
premises.

Dated                    A.D.
      ------------------     -----------

In presence of
              ---------------------------------

NOTICE.  THE SIGNATURE OF THIS ASSIGNMENT WITH THE NAME AS WRITTEN UPON THE
FACE OF THE CERTIFICATE, IN EVERY PARTICULAR, WITHOUT ALTERNATION OR
ENLARGEMENT, OR ANY CHANGE WHATEVER.

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.3
<SEQUENCE>7
<FILENAME>ex43secpuragrmnt.txt
<DESCRIPTION>SECURITIES PURCHASE AGREEMENT
<TEXT>
                              EXHIBIT 4.3

                       AMCON DISTRIBUTING COMPANY

                     SECURITIES PURCHASE AGREEMENT



TO THE PURCHASER LISTED IN THE ATTACHED SCHEDULE A WHO IS A SIGNATORY
HERETO:

Ladies and Gentlemen:

AMCON DISTRIBUTING COMPANY, a Delaware corporation (the "Company" or
"AMCON"), agrees with you (sometimes referred to herein as the
"Purchaser") as follows:

SECTION 1.  THE SECURITIES.

   Section 1.1.  Subject to the terms and conditions set forth herein,
the Company will issue and sell 100,000 shares of its Series A
Convertible Preferred Stock with the terms set forth on the
Certificate of Designations attached hereto as Exhibit A (the
"Preferred Stock").

   Section 1.2.  Certain capitalized terms used in this Agreement are
defined in Schedule B; references to a "Schedule" or an "Exhibit" are,
unless otherwise specified, to a Schedule or an Exhibit attached to
this Agreement.  The Preferred Stock and the shares of Company common
stock issuable upon conversion of the Preferred Stock (the "Conversion
Shares") are sometimes referred to collectively herein as the
"Securities."

SECTION 2.  SALE AND PURCHASE OF NOTES.

Subject to the terms and conditions of this Agreement, the Company
will issue and sell to you and you will purchase from the Company
concurrently with the execution of this Agreement the number of shares
of Preferred Stock specified opposite your name in Schedule A at a
purchase price equal to the product of such number of shares times $25
per share.  Contemporaneously with entering into this Agreement, the
Company is entering into a separate Securities Purchase Agreement (the
"Other Agreement") identical with this Agreement with the other
purchaser named in Schedule A (the "Other Purchaser"), providing for
the sale at such Closing to the Other Purchaser of the number of
shares of Preferred Stock specified opposite the name of such Other
Purchaser in Schedule A.  Your obligation hereunder, and the
obligations of the Other Purchaser under the Other Agreement, are
several and not joint obligations, and you shall have no obligation
under any Other Agreement and no liability to any Person for the
performance or nonperformance by any Other Purchaser thereunder.

SECTION 3.  CLOSING.

   (a)  Concurrently with the execution of this Agreement and delivery
by you to the Company of immediately available funds in the amount of
the purchase price therefor by wire transfer for the account of the
Company previously furnished to you, the Company will deliver to you a
certificate evidencing your ownership of the number of shares of
Preferred Stock set forth opposite your name in Schedule A, dated the
date hereof (collectively, referred to as the "Closing").

SECTION 4.  REPRESENTATIONS AND WARRANTIES OF THE COMPANY.

The Company represents and warrants to you that:

   Section 4.1.  Organization; Power and Authority.  The Company is a
corporation duly organized, validly existing and in good standing
under the laws of the State of Delaware.  The Company has the
corporate power and authority to conduct its business as it is now
conducted, to execute and deliver this Agreement and the Other
Agreement, and to perform the provisions hereof and thereof.

   Section 4.2.  Authorization, Etc.  This Agreement and the Other
Agreement have been duly authorized by all necessary corporate action
on the part of the Company, and this Agreement constitutes a legal,
valid and binding obligation of the Company enforceable against the
Company in accordance with its terms, except as such enforceability
may be limited by (a) applicable bankruptcy, insolvency,
reorganization, moratorium or other similar laws affecting the
enforcement of creditors' rights generally and (b) general principles
of equity (regardless of whether such enforceability is considered in
a proceeding in equity or at law).  The issuance and sale of shares of
Preferred Stock and the Conversion Shares have been authorized by all
requisite corporate action, and upon such issuance and sale shall
constitute validly issued, fully paid, nonassessable shares of
outstanding Preferred Stock or Common Stock, as the case may be, of
the Company.

   Section 4.3.  Capitalization.

      (a)  The authorized equity securities of the Company consist of
15,000,000 shares of AMCON Common Stock, $0.01 par value per share
("Company Common Stock"), and 1,000,000 shares of preferred stock,
$0.01 par value per share ("AMCON Preferred Stock").  As of the date
hereof, (i) 3,169,154 shares of Company Common Stock were issued and
outstanding, (ii) stock options to purchase an aggregate of 311,650
shares of Company Common Stock were issued and outstanding (the
"Company Stock Options"), (iii) no shares of Company Common Stock were
held in its treasury and (iv) no shares of AMCON Preferred Stock were
issued and outstanding.  All outstanding shares of capital stock of
the Company have been duly authorized and validly issued and are fully
paid and nonassessable.

      (b)  As of the date hereof, except (I) as set forth in Schedule
4.3, (ii) as set forth in this Section 4.3 there are no outstanding
(x) shares of capital stock or other voting securities of the Company,
(y) securities of the Company convertible into or exchangeable for
shares of capital stock or voting securities of the Company, or (z)
options or other rights to acquire from the Company, and no obligation
of the Company to issue, any capital stock, voting securities or
securities convertible into or exchangeable for capital stock or
voting securities of the Company (the items in clauses (x), (y) and
(z) being referred to collectively as the "AMCON Securities").  There
are no outstanding obligations of the Company or any Subsidiary of the
Company to repurchase, redeem or otherwise acquire any AMCON
Securities.  Except as set forth on Schedule 4.3, there are no
outstanding contractual obligations of the Company to provide funds
to, or make any investment (in the form of a loan, capital
contribution or otherwise) in, any other Person other than in the
ordinary course of business consistent with past practice.  There are
no stockholder agreements, voting trusts or other agreements or
understandings to which the Company is a party, or of which the
Company is aware, relating to voting, registration or disposition of
any shares of capital stock of the Company or granting to any person
or group of persons the right to elect, or to designate or nominate
for election, a director to the board of directors of the Company.

   Section 4.4.  AMCON SEC Documents.

      (a)  AMCON has made available to the Purchasers the AMCON SEC
Documents.  AMCON has timely filed all reports, filings, registration
statements and other documents required to be filed by it with the SEC
since October 1, 2002.  No Subsidiary of AMCON is required to file any
form, report, registration statement or prospectus or other document
with the SEC.

      (b)  As of its filing date, each AMCON SEC Document complied as
to form in all material respects with the applicable requirements of
the Securities Act and/or the Exchange Act, as the case may be and the
rules and regulations thereunder.

      (c)  No AMCON SEC Document contained, as of its filing date, any
untrue statement of a material fact or omitted to state any material
fact necessary in order to make the statements made therein, in the
light of the circumstances under which they were made, not misleading.
No AMCON SEC Document, as amended or supplemented, if applicable,
filed pursuant to the Securities Act contained, as of the date such
document or amendment became effective, any untrue statement of a
material fact or omitted to state any material fact required to be
stated therein or necessary to make the statements therein not
misleading.

      (d)  Each of the consolidated balance sheet of AMCON included in
or incorporated by reference into the AMCON SEC Documents (including
the related notes and schedules) fairly present the consolidated
financial position of AMCON and its Subsidiaries as of its date
(subject, in the case of unaudited statements, to normal year-end
audit adjustments which are not reasonably expected to be material in
amount or effect), and each of the consolidated statements of income,
retained earnings and cash flows of AMCON included in or incorporated
by reference into AMCON SEC Documents (including any related notes and
schedules) fairly present the results of operations, retained earnings
or cash flows, as the case may be, of AMCON and its Subsidiaries for
the periods set forth therein (subject, in the case of unaudited
statements, to normal year-end audit adjustments which are not
reasonably expected to be material in amount or effect).  The
financial statements of AMCON, including the notes thereto, included
in or incorporated by reference into the AMCON SEC Documents comply as
to form in all material respects with applicable accounting
requirements and with the published rules and regulations of the SEC
with respect thereto, and have been prepared in accordance with GAAP
(except as may be indicated in the notes thereto).  Since October 1,
2002, there has been no material change in AMCON's accounting methods
or principles except as described in the notes to such AMCON financial
statements.

   Section 4.5.  Absence of Certain Changes and Events.  Except as set
forth on Schedule 4.5, since December 31, 2003, (a) AMCON has suffered
no Material Adverse Effect; (b) AMCON has conducted its business only
in the Ordinary Course of Business; and (c) AMCON has entered into no
transactions that would be required to be disclosed by AMCON in its
Form 10-K for the year ended September 30, 2004.

   Section 4.6.  Compliance with Laws, Other Instruments, Etc.  The
execution, delivery and performance by the Company of this Agreement
will not (a) contravene, result in any breach of, or constitute a
default under, or result in the creation of any Lien in respect of any
property of the Company or any Subsidiary under, any indenture,
mortgage, deed of trust, loan, purchase or credit agreement, lease,
corporate charter or bylaws, or any other agreement or instrument to
which the Company or any Subsidiary is bound or by which the Company
or any Subsidiary or any of their respective properties may be bound
or affected, (b) conflict with or result in a breach of any of the
terms, conditions or provisions of any order, judgment, decree, or
ruling of any court, arbitrator or Governmental Authority applicable
to the Company or any Subsidiary or (c) violate any provision of any
statute or other rule or regulation of any Governmental Authority
applicable to the Company or any Subsidiary.

   Section 4.7.  Governmental Authorizations, Etc.  No consent,
approval or authorization of, or registration, filing or declaration
with, any Governmental Authority is required in connection with the
execution, delivery or performance by the Company of this Agreement.

   Section 4.8.  Litigation; Observance of Agreements, Statutes and
Orders.

      (a)  There are no actions, suits or proceedings pending or, to
the Knowledge of the Company, threatened against or affecting the
Company or any Subsidiary or any property of the Company or any
Subsidiary in any court or before any arbitrator of any kind or before
or by any Governmental Authority that, individually or in the
aggregate, could reasonably be expected to have a Material Adverse
Effect.

      (b)  Neither the Company nor any Subsidiary is in default under
any term of any agreement or instrument to which it is a party or by
which it is bound, or any order, judgment, decree or ruling of any
court, arbitrator or Governmental Authority or is in violation of any
applicable law, ordinance, rule or regulation of any Governmental
Authority, which default or violation, individually or in the
aggregate, could reasonably be expected to have a Material Adverse
Effect.

SECTION 5.  REPRESENTATIONS AND WARRANTIES OF THE PURCHASER.

You represent and warrant to the Company that:

   Section 5.1.  Authorization, Etc.  This Agreement has been duly
authorized by all necessary action, and this Agreement constitutes a
legal, valid and binding obligation of the Purchaser enforceable
against the Purchaser in accordance with its terms, except as such
enforceability may be limited by (a) applicable bankruptcy,
insolvency, reorganization, moratorium or other similar laws affecting
the enforcement of creditors' rights generally and (b) general
principles of equity (regardless of whether such enforceability is
considered in a proceeding in equity or at law).

   Section 5.2.  Purchase Entirely for Own Account.  This Agreement is
made with the Purchaser in reliance upon the Purchaser's
representation to the Company, which by the Purchaser's execution of
this Agreement, the Purchaser hereby confirms, that the Securities to
be acquired by the Purchaser will be acquired for investment for the
Purchaser's own account, not as a nominee or agent, and not with a
view to the resale or distribution of any part thereof, and that the
Purchaser has no present intention of selling, granting any
participation in, or otherwise distributing the same.  By executing
this Agreement, the Purchaser further represents that the Purchaser
does not presently have any contract, undertaking, agreement or
arrangement with any person to sell, transfer or grant participations
to such person or to any third person, with respect to any of the
Securities.  The Purchaser has not been formed for the specific
purpose of acquiring the Securities.

   Section 5.3  Disclosure of Information.  The Purchaser has had an
opportunity to discuss the Company's business, management, financial
affairs and the terms and conditions of the offering of the Securities
with the Company's management, the Company has responded to such
questions to the full satisfaction of the Purchasers, and the
Purchaser has had an opportunity to review the Company's facilities.

   Section 5.4.  Restricted Securities.  The Purchaser understands
that the Securities have not been, and will not be, registered under
the Securities Act, by reason of a specific exemption from the
registration provisions of the Securities Act which depends upon,
among other things, the bona fide nature of the investment intent and
the accuracy of the Purchaser's representations as expressed herein.
The Purchaser understands that the Securities are "restricted
securities" under applicable U.S. federal and state securities laws
and that, pursuant to these laws, the Purchaser must hold the
Securities indefinitely unless they are registered with the Securities
and Exchange Commission and qualified by state authorities, or an
exemption from such registration and qualification requirements is
available.  The Purchaser acknowledges that the Company has no
obligation to register or qualify the Securities for resale except as
set forth in this Agreement.  The Purchaser further acknowledges that
if an exemption from registration or qualification is available, it
may be conditioned on various requirements including, but not limited
to, the time and manner of sale, the holding period for the
Securities, and on requirements relating to the Company which are
outside of the Purchaser's control, and which the Company is under no
obligation and may not be able to satisfy.

   Sections 5.5.  Legends.  The Purchaser understands that the
Securities and any securities issued in respect of or exchange for the
Securities, may bear one or all of the following legends:

      (a)  The shares represented by this certificate have not been
registered under the Securities Act of 1933, as amended (the "Act"),
or any state securities laws.  These shares have been acquired for
investment and not with a view to distribution or resale, and may not
be sold, pledged, hypothecated, donated or otherwise transferred,
whether or not for consideration, without an effective registration
statement under the Act, and any applicable state securities laws, or
an opinion of counsel satisfactory to the Corporation that such
registration is not required with respect to the proposed disposition
thereof and that such disposition will not cause the loss of the
exemption upon which the Corporation relied in selling such shares to
the original purchaser.

      (b)  Any legend required by the securities laws of any state to
the extent such laws are applicable to the Securities represented by
the certificate so legended.

   Section 5.6.  Accredited Investor.  The Purchaser is an "accredited
investor" as defined in Rule 501(a) of Regulation D promulgated under
the Securities Act.

   Section 5.7.  No General Solicitation.  Neither the Purchaser, nor,
if applicable, any of its officers, directors, employees, agents,
stockholders or partners, has either directly or indirectly, including
through a broker or finder (a) engaged in any general solicitation, or
(b) published any advertisement in connection with the offer and sale
of the Securities.

   Section 5.8.  Residence.  If the Purchaser is an individual, then
the Purchaser resides in the state or province identified in the
address of the Purchaser set forth on Schedule A; if the Purchaser is
a partnership, corporation, limited liability company or other entity,
then the office or offices of the Purchaser in which its principal
place of business is located at the address or addresses of the
Purchaser set forth on Schedule A.

SECTION 6.  AGREEMENTS RESPECTING SECURITIES LAWS.

   Section 6.1.  Limitations on Resale.  You agree that you will not
sell, assign or transfer any of the Securities at any time in
violation of the Securities Act and acknowledge that you are taking
unregistered securities, you must continue to bear the economic risk
of your investment for an indefinite period of time because of the
fact that the Securities have not been registered under the Securities
Act or any applicable state securities laws, and you realize that the
Securities cannot be sold unless subsequently registered under the
Securities Act, and any applicable state securities laws, or an
exemption from such registration is available.  You recognize that the
Company is not assuming any obligation to register the Securities,
except to the extent expressly set forth herein.  You agree that
appropriate legends reflecting the status of the Securities under the
Securities Act, and any applicable state securities laws, may be
placed on the face of the certificates for such Securities at the time
of their issuance to you and upon any transfer to any assignee of you.

   Section 6.2.  Transfer of Restrictions.  The Securities may not be
transferred except in a transaction which is in compliance with the
Securities Act and applicable state securities laws.  Except as
hereinafter provided with respect to registration of the Securities,
it shall be a condition to any such transfer that the Company shall be
furnished with an opinion of counsel to the holder of such Securities,
satisfactory to the Company, to the effect that the proposed transfer
would be in compliance with the Securities Act and applicable state
securities laws and that such transfer would not cause the loss of the
exemption from such registration relied upon by the Company originally
selling the securities to you.

   Section 6.3.  Registration of Conversion Shares.

      (a)  The Company shall use its commercially reasonable efforts
to prepare and file with the Securities and Exchange Commission (the
"SEC") as soon as practicable, but in no event later than 180 days
following the Closing (the "Filing Date"), a registration statement
(the "Registration Statement") and such other documents as may be
necessary in the opinion of counsel for the Company on such form of
Registration Statement as is then available to effect a registration
respecting the sale by the holders of the Conversion Shares.  The
Registration Statement filed hereunder, to the extent allowable under
the Securities Act and the Rules promulgated thereunder (including
Rule 416), shall state that such Registration Statement also covers
such indeterminate number of additional shares of Company Common Stock
as may become issuable upon conversion of the Preferred Stock to
prevent dilution resulting from stock splits, stock dividends or
similar transactions.  The Registration Statement (and each amendment
or supplement thereto) shall be provided to (and subject to the
approval of, which shall not be unreasonably withheld) you prior to
its filing or other submission.  You and the other holders of
Conversion Shares who are eligible to sell Conversion Shares under
such Registration Statement, together with their affiliates, are
hereafter referred to as "Offering Holders."  The Company will include
in such Registration Statement (I) the information required under the
Securities Act to be so included concerning the Offering Holders (and
each Offering Holder hereby agrees to promptly provide any such
information to the Company), including any changes in such information
that may be provided by the Offering Holders in writing to the Company
from time to time, and (ii) a section entitled "Plan of Distribution"
that describes the various procedures that may be used by the Offering
Holders in the sale of their Conversion Shares.

      (b)  The Company shall use its commercially reasonable efforts
to have the Registration Statement to be declared effective as soon as
reasonably practicable after such filing.

      (c)  Notwithstanding the foregoing provisions of this Section
6.3, the Company may voluntarily suspend the effectiveness of any such
Registration Statement for a limited time, which in no event shall be
longer than 60 days in any three-month period and no longer than 90
days in any twelve month period, if the Company has been advised in
writing by counsel or underwriters to the Company that the offering
pursuant to the Registration Statement would materially adversely
affect, or would be improper in view of, or improper without
disclosure in a prospectus of a proposed financing, reorganization,
recapitalization, merger, consolidation, or similar transaction
involving the Company or if a required post-effective amendment has
not been declared effective by the SEC or any state securities law
regulator.  The Company shall notify all Offering Holders to such
effect, and, upon receipt of such notice, each such Offering Holder
shall immediately discontinue any sales pursuant to such Registration
Statement until such Offering Holder has received copies of a
supplemented or amended prospectus or until such Offering Holder is
advised in writing by the Company that the then current prospectus may
be used and has received copies of any additional or supplemental
filings that are incorporated or deemed incorporated by reference in
such prospectus.

      (d)  If any event occurs that would cause any such Registration
Statement to contain a material misstatement or omission or not to be
effective and usable during the period that such Registration
Statement is required to be effective and usable, the Company shall
promptly notify the Offering Holders of such event and, if requested,
the Offering Holders shall immediately cease making offers and return
all prospectuses to the Company.  The Company shall promptly file an
amendment to the Registration Statement to correct such misstatement
or omission and use its commercially reasonable efforts to cause such
amendment to be declared effective as soon as practicable thereafter.
The Company shall promptly provide the Offering Holders with revised
prospectuses and, following receipt of the revised prospectuses, the
Offering Holders shall be free to resume making offers.

      (e)  In connection with the registration of the Conversion
Shares pursuant to the Registration Statement, the Company shall have
the following obligations:

          (i)  The Company shall respond promptly to any and all
comments made by the staff of the SEC to the Registration Statement,
and shall submit to the SEC, before the close of business on the
business day immediately following the business day on which the
Company learns (either by telephone or in writing) that no review of
the Registration Statement will be made by the SEC or that the staff
of the SEC has no further comments on such Registration Statement, as
the case may be, a request for acceleration of the effectiveness of
the Registration Statement to a time and date as soon as practicable.
Subject to Section 6.3(c), the Company shall keep the Registration
Statement effective pursuant to Rule 415 at all times until such date
as is the earlier of (x) two (2) years following the Closing, (y) the
date on which all Conversion Shares covered by the Registration
Statement have been sold and (z) the date on which all of the
Conversion Shares covered by the Registration Statement may be
immediately sold to the public without registration or restriction
pursuant to Rule 144(k) under the Securities Act or any successor
provision (the "Registration Period"), which Registration Statement
(including any amendments or supplements thereto and prospectuses
contained therein and all documents incorporated by reference therein)
(A) shall comply in all material respects with the requirements of the
Securities Act and the rules and regulations of the SEC promulgated
thereunder and (B) shall not contain any untrue statement of a
material fact or omit to state a material fact required to be stated
therein, or necessary to make the statements therein, in light of the
circumstances under which they were made, not misleading.  The
financial statements of the Company included in the Registration
Statement or incorporated by reference therein (x) shall comply as to
form in all material respects with the applicable accounting
requirements and the published rules and regulations of the SEC
applicable with respect thereto, (y) shall be prepared in accordance
with GAAP (except as may be otherwise indicated in such financial
statements or the notes thereto or, in the case of unaudited interim
statements, to the extent they may not include footnotes or may be
condensed on summary statements) and (z) fairly present in all
material respects the consolidated financial position of the Company
and its consolidated subsidiaries as of the dates thereof and the
consolidated results of their operations and cash flows for the
periods then ended (subject, in the case of unaudited statements, to
year-end adjustments).

          (ii)  The Company shall (x) prepare and file with the SEC
such amendments (including post-effective amendments) and supplements
to the Registration Statement and the prospectus used in connection
with the Registration Statement as may be necessary to keep the
Registration Statement effective at all times during the Registration
Period (subject to any suspensions of the effectiveness of the
Registration Statement due to delays in post-effective amendments
being declared effective by the SEC as provided in Section 7.3(c)),
and (y) during the Registration Period, comply with the provisions of
the Securities Act with respect to the disposition of all Securities
covered by the Registration Statement until such time as all of such
Securities have been disposed of in accordance with the intended
methods of disposition by the seller or sellers thereof as set forth
in such Registration Statement.

          (iii)  Upon your request, the Company shall furnish to you
(if your Securities are included in the Registration Statement) (x)
promptly after the same is prepared and publicly distributed, filed
with the SEC or received by the Company, as applicable, one copy of
the Registration Statement and any amendment thereto, each preliminary
prospectus and prospectus and each amendment or supplement thereto,
and each letter written by or on behalf of the Company to the SEC or
the staff of the SEC (including, without limitation, any request to
accelerate the effectiveness of the Registration Statement or
amendment thereto), and each item of correspondence from the SEC or
the staff of the SEC, in each case relating to the Registration
Statement (other than any portion thereof that contains information
for which the Company has sought confidential treatment), (y) on the
date of effectiveness of the Registration Statement or any amendment
thereto, a notice stating that the Registration Statement or amendment
has been declared effective, and (z) such number of copies of a
prospectus, including a preliminary prospectus, all amendments and
supplements thereto as you may reasonably request.

          (iv)  The Company shall use its commercially reasonable
efforts to (x) register and qualify the Conversion Shares covered by
the Registration Statement under such other securities or "blue sky"
laws of such jurisdictions in the United States as each Offering
Holder reasonably requests, (y) prepare and file in those
jurisdictions such amendments (including post-effective amendments)
and supplements to such registrations and qualifications and take such
other actions as may be necessary to maintain such registrations and
qualifications in effect at all times during the Registration Period
(subject to Section 6.3(c)), and (z) take all other actions reasonably
necessary or advisable to qualify such Conversion Shares for sale in
such jurisdictions; provided, however, that the Company shall not be
required in connection therewith or as a condition thereto to (A)
qualify to do business in any jurisdiction where it would not
otherwise be required to qualify but for this clause (iv), (B) subject
itself to general taxation in any such jurisdiction, (C) file a
general consent to service of process in any such jurisdiction, (D)
provide any undertakings that cause the Company undue expense or
burden, or (E) make any change in its Certificate of Incorporation or
Bylaws, which in each case the Board of Directors of the Company
determines to be contrary to the best interests of the Company and its
stockholders.

          (v)  As promptly as practicable after becoming aware of such
event, the Company shall (x) notify you by telephone and facsimile of
the happening of any event, as a result of which the prospectus
included in the Registration Statement, as then in effect, includes an
untrue statement of a material fact or omits to state a material fact
required to be stated therein or necessary to make the statements
therein, in light of the circumstances under which they were made, not
misleading, and (y) promptly prepare a supplement or amendment to such
Registration Statement to correct such untrue statement or omission,
and deliver such number of copies of such supplement or amendment to
you as you may reasonably request.

          (vi)  The Company shall use its commercially reasonable
efforts (i) to prevent the issuance of any stop order or other
suspension of effectiveness of any Registration Statement and, if such
an order is issued, to obtain the withdrawal of such order at the
earliest practicable moment (including in each case by amending or
supplementing the Registration Statement), and (ii) to notify you if
your Conversion Shares are being sold under such Registration
Statement (or, in the event of an underwritten offering, the managing
underwriters) of the issuance of such order and the resolution thereof
(and if the Registration Statement is supplemented or amended, deliver
such number of copies of such supplement or amendment to you as you
may reasonably request).

          (vii)  The Company shall hold in confidence and not make any
disclosure of information concerning you that is provided to the
Company unless (v) disclosure of such information is necessary to
comply with federal or state securities laws, (w) the disclosure of
such information is necessary to avoid or correct a misstatement or
omission in the Registration Statement, (x) the release of such
information is ordered pursuant to a subpoena or other order from a
court or governmental body of competent jurisdiction, (y) such
information has been made generally available to the public other than
by disclosure in violation of this or any other agreement, or (z) you
consent to the form and content of any such disclosure.  The Company
shall, upon learning that disclosure of any information concerning you
is sought in or by a court or governmental body of competent
jurisdiction or through other means, give prompt notice to you prior
to making such disclosure, and cooperate with you, at your expense, in
taking appropriate action to prevent disclosure of, or to obtain a
protective order for, such information.

          (viii)  At your request, the Company shall prepare and file
with the SEC at the expense of the Offering Holder making such request
such amendments (including post-effective amendments) and supplements
to the Registration Statement required to be filed hereunder and the
prospectus used in connection with the Registration Statement as may
be necessary in order to change the plan of distribution set forth in
the Registration Statement.

          (ix)  The Company shall comply with all applicable laws
related to the Registration Statement and offering and sale of
securities and all applicable rules and regulations of Governmental
Authorities in connection therewith (including, without limitation,
the Securities Act and the Exchange Act and the rules and regulations
thereunder promulgated by the SEC).

      (f)  Except as provided below in this Section 6.3, the expenses
incurred by the Company in connection with action taken by the Company
to comply with this Section 6, including, without limitation, all
registration and filing fees, printing and delivery expenses,
accounting fees, fees and disbursements of counsel to the Company,
consultant and expert fees, premiums for liability insurance, if the
Company chooses to obtain such insurance, obtained in connection with
a registration statement filed to effect such compliance and all
expenses, including counsel fees, of complying with any state
securities laws, shall be paid by the Company.  All fees and
disbursements of any underwriter, counsel, experts, or consultants
employed by you shall be borne by you.  The Company shall not be
obligated in any way in connection with any registration pursuant to
this Section 6 for any selling commissions or discounts payable by you
to any underwriter or broker of securities to be sold by you.  You
agree to pay all expenses required to be borne by you.

      (g)  In the event of any registration of Conversion Shares
pursuant to this Section 6.3, the Company will indemnify and hold
harmless each Offering Holder, its officers, directors and each
underwriter of such securities, and any person who controls such
Offering Holder or underwriter within the meaning of Section 15 of the
Securities Act or Section 20 of the Exchange Act, against (A) all
claims, actions, losses, damages, liabilities and expenses, joint or
several, to which any of such persons may become subject under the
Securities Act or otherwise, insofar as such losses, claims, damages,
liabilities or actions arise out of or are based upon any untrue
statement of any material fact contained in any registration statement
under which such securities were registered under the Securities Act,
any preliminary prospectus or final prospectus contained therein, or
any amendment or supplement thereof, or arise out of or are based upon
the omission to state therein a material fact required to be stated
therein or necessary to make the statements therein, in light of the
circumstances under which they were made, not misleading, or (B) any
violation or alleged violation by the Company of the Securities Act,
the Exchange Act or any other law (including, without limitation, any
state securities law), rule or regulation relating to the offer or
sale of the Offering Shares (the matters in the foregoing clauses (A)
and (B), collectively, "Violations") and will reimburse such Offering
Holder, its officers, directors and each underwriter of such
securities, and each such controlling person or entity for any legal
and any other expenses reasonably incurred by such Offering Holder,
such underwriter, or such controlling person or entity in connection
with investigating or defending any such loss, claim, damage,
liability, or action; provided, however, that the Company will not be
liable in any such case to the extent that any such loss, claim,
damage, liability or action arises directly out of or is based
primarily upon an untrue statement or omission made in said
registration statement, said preliminary prospectus or said
prospectus, or said amendment of supplement in reliance upon and in
conformity with written information furnished to the Company by such
Offering Holder or such underwriter specifically for use in the
preparation thereof; and provided, further however, that the Company
will not be liable in any such case to the extent that any such loss,
claim, damage or liability or action arises directly out of or is
based primarily upon an untrue statement or omission made in any
preliminary prospectus or final prospectus if (I) such Offering Holder
failed to send or deliver a copy of the final prospectus or prospectus
supplement with or prior to the delivery of written confirmation of
the sale of the Offering Shares, and (ii) the final prospectus or
prospectus supplement would have corrected such untrue statement or
omission.

      (h)  At any time when a prospectus relating to the Offering is
required to be delivered under the Securities Act, the Company will
notify you of the happening of any event, upon the notification or
awareness of such event by an executive officer of the Company, as a
result of which the prospectus included in such registration
statement, as then in effect, includes an untrue statement of material
fact or omits to state a material fact required to be stated therein
or necessary to make the statements therein not misleading in light of
the circumstances then existing.

      (i)  In the event you are an Offering Holder, you agree to
indemnify and hold harmless the Company, its officers, directors and
any person who controls the Company within the meaning of Section 15
of the Securities Act, against any losses, claims, damages,
liabilities, or actions, joint or several, to which the Company, its
officers, directors, or such controlling person or entity may become
subject under the Securities Act or otherwise, insofar as such losses,
claims, damages, liabilities, or actions (i) arise out of or are based
upon any untrue statement of any material fact contained in any
registration statement under which such securities were registered
under the Securities Act, any preliminary prospectus or final
prospectus contained therein, or any amendment or supplement thereto,
or arise out of or are based upon the omission to state therein a
material fact required to be stated therein or necessary to make the
statements therein not misleading, in each case to the extent and only
to the extent that any such loss, claim, damage, liability, or action
arises out of or is based upon an untrue statement or omission made in
said registration statement, said preliminary prospectus or said
prospectus or said amendment or supplement in reliance upon and in
conformity with written information furnished to the Company by you or
any affiliate (as defined in the Securities Act) of you specifically
for use in the preparation thereof or (ii) result from your failure to
deliver a copy of the final prospectus and any amendment or supplement
thereto to each purchaser.

      (j)  Any party entitled to indemnification hereunder will (I)
give prompt written notice to the indemnifying party of any claim with
respect to which it seeks indemnification and (ii) unless in such
indemnified party's reasonable judgment a conflict of interest between
such indemnified and indemnifying parties may exist with respect to
such claim, permit such indemnifying party to assume the defense of
such claim with counsel reasonably satisfactory to the indemnified
party.  If such defense is assumed, the indemnifying party will not be
subject to any liability for any settlement made by the indemnified
party without its consent (which consent may not be unreasonably
withheld).  An indemnifying party who is not entitled to, or elects
not to, assume the defense of a claim will not be obligated to pay the
fees and expenses of more than one counsel for all parties indemnified
by such indemnifying party with respect to such claim, unless in the
reasonable judgment of any indemnified party a conflict of interest
may exist between such indemnified party and any other of such
indemnified parties with respect to such claim.

      (k)  To the extent any indemnification by an indemnifying party
is prohibited or limited by law, the indemnifying party shall make the
maximum contribution with respect to any amounts for which it would
otherwise be liable to the fullest extent permitted by law as is
appropriate to reflect the relative fault of the indemnifying party,
on the one hand, and the indemnified party, on the other hand, with
respect to the violation giving rise to the applicable claim;
provided, however, that (a) no contribution shall be made under
circumstances where the maker would not have been liable for
indemnification under the fault standards set forth in Section 6(g) or
6(i), as applicable, (b) no person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the
Securities Act) shall be entitled to contribution from any seller of
Conversion Shares who was not guilty of such fraudulent
misrepresentation, and (c) contribution (together with any
indemnification or other obligations under this Agreement) by any
seller of the Securities shall be limited in amount to the amount of
proceeds received by such seller from the sale of such Conversion
Shares.

      (l)  With a view to making available to you the benefits of Rule
144 promulgated under the Securities Act, the Company agrees that it
will use its commercially reasonable efforts to maintain registration
of its Common Stock under Section 12 or 15 of the Securities and
Exchange Act of 1934, as amended (the "Exchange Act"), and to file
with the SEC in a timely manner all reports and other documents
required to be filed by an issuer of securities registered under the
Exchange Act so as to maintain the availability of Rule 144.  Upon
your request, the Company will deliver to you a written statement as
to whether it has complied with the reporting requirements of Rule
144, and such other information in the possession of the Company as
may be reasonably requested to permit you to sell Securities under
Rule 144 without registration.

      (m)  The Company agrees to cooperate with you to facilitate the
timely preparation and delivery of certificates representing
Conversion Shares to be sold by you pursuant to the Registration
Statement, which certificates shall be free, to the extent permitted
by applicable law and this Agreement, of all restrictive legends, and
to enable such Conversion Shares to be in such denominations and
registered in such names as you may request at least two (2) Business
Days prior to any sale of Conversion Shares.  In connection therewith,
the Company shall within three (3) Business Days after the
effectiveness of the Registration Statement cause an opinion of
counsel to be delivered to and maintained with its transfer agent,
together with any other authorizations, certificates and directions
required by the transfer agent, which authorize and direct the
transfer agent to issue such Conversion Shares without legend upon
sale by you of such Conversion Shares under the Registration
Statement.

      (n)  You agree that you will, and that you will cause your
counsel and other advisors that are provided with such information to,
hold in confidence any non-public information received as a result of
the Company complying with its obligations under this Section 6.3
until such time as the non-public information is publicly disclosed.

      (o)  The Company agrees to list on the American Stock Exchange
(or such other securities exchange or market on which the Common Stock
may be traded) the Conversion Shares.

SECTION 7.  AMENDMENT AND WAIVER.

This Agreement may be amended, and the observance of any term hereof
may be waived (either retroactively or prospectively), with (and only
with) the written consent of the Company and you and the Other
Purchasers.

SECTION 8.  NOTICES.

All notices and communications provided for hereunder shall be in
writing and sent (a) by facsimile if the sender on the same day sends
a confirming copy of such notice by a recognized overnight delivery
service (charges prepaid), or (b) by registered or certified mail with
return receipt requested (postage prepaid), or (c) by a recognized
overnight delivery service (with charges prepaid).  Any such notice
must be sent:

      (a)  If to you or your nominee, to you or it at the address
specified for such communications in Schedule A, or at such other
address as you or it shall have specified to the Company in writing,

      (b)  If to any other holder of any Securities, to such holder at
such address as such other holder shall have specified to the Company
in writing, or

      (c)  If to the Company, to the Company at 7405 Irvington Road,
Omaha, Nebraska 68122 to the attention of Michael D. James, or at such
other address as the Company shall have specified to you in writing.

Notices under this Section 8 will be deemed given only when actually
received.

SECTION 9.  CONFIDENTIAL INFORMATION.

For the purposes of this Section 9, "Confidential Information" means
information delivered to you by or on behalf of the Company or any
Subsidiary in connection with the transactions contemplated by or
otherwise pursuant to this Agreement that is proprietary in nature;
provided that such term does not include information that (a) was
publicly known or otherwise known to you prior to the time of such
disclosure, (b) subsequently becomes publicly known through no act or
omission by you or any Person acting on your behalf, or (c) otherwise
becomes known to you other than through disclosure by the Company or
any Subsidiary.  You will maintain the confidentiality of such
Confidential Information in accordance with procedures adopted by you
in good faith to protect confidential information of third parties
delivered to you; provided that you may deliver or disclose
Confidential Information to (i) your directors, trustees, officers,
employees, agents, attorneys and affiliates (to the extent such
disclosure reasonably relates to the administration of your investment
in the Preferred Stock), (ii) your financial advisors and other
professional advisors who agree to hold confidential the Confidential
Information substantially in accordance with the terms of this Section
9, (iii) any other holder of any Securities, (iv) any Institutional
Investor to which you sell or offer to sell such Securities or any
part thereof or any participation therein (if such Person has agreed
in writing prior to its receipt of such Confidential Information to be
bound by the provisions of this Section 9), (v) any Person from which
you offer to purchase any security of the Company (if such Person has
agreed in writing prior to its receipt of such Confidential
Information to be bound by the provisions of this Section 9), (vi) any
federal or state regulatory authority having jurisdiction over you,
(vii) the National Association of Insurance Commissioners or any
similar organization, or any nationally recognized rating agency that
requires access to information about your investment portfolio or
(viii) any other Person to which such delivery or disclosure may be
necessary or appropriate (w) to effect compliance with any law, rule,
regulation or order applicable to you, (x) in response to any subpoena
or other legal process, or (y) in connection with any litigation to
which you are a party, to the extent you may reasonably determine such
delivery and disclosure to be necessary or appropriate in the
enforcement or for the protection of the rights and remedies under
this Agreement or as a holder of Securities.  On reasonable request by
the Company in connection with the delivery to any holder of
Securities of information required to be delivered to such holder
under this Agreement or requested by such holder, such holder will
enter into an agreement with the Company embodying the provisions of
this Section 9.

SECTION 10.  MISCELLANEOUS.

      Section 10.1.  Successors and Assigns.  All covenants and other
agreements contained in this Agreement by or on behalf of any of the
parties hereto bind and inure to the benefit of their respective
successors and assigns (including, without limitation, any subsequent
holder of Preferred Stock or Conversion Shares) whether so expressed
or not.

      Section 10.2.  Severability.  Any provision of this Agreement
that is prohibited or unenforceable in any jurisdiction shall, as to
such jurisdiction, be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions hereof,
and any such prohibition or unenforceability in any jurisdiction shall
(to the full extent permitted by law) not invalidate or render
unenforceable such provision in any other jurisdiction.

      Section 10.3  Construction.  Each covenant contained herein
shall be construed (absent express provision to the contrary) as being
independent of each other covenant contained herein, so that
compliance with any one covenant shall not (absent such an express
contrary provision) be deemed to excuse compliance with any other
covenant.  Where any provision herein refers to action to be taken by
any Person, or which such Person is prohibited from taking, such
provision shall be applicable whether such action is taken directly or
indirectly by such Person.

      Section 10.4.  Counterparts.  This Agreement may be executed in
any number of counterparts, each of which shall be an original but all
of which together shall constitute one 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 10.5.  Governing Law.  This Agreement shall be construed
and enforced in accordance with, and the rights of the parties shall
be governed by, the law of the State of Delaware, excluding choice-of-
law principles of the law of such State that would require the
application of the laws of a jurisdiction other than such State.

If you are in agreement with the foregoing, please sign where
indicated on Schedule A and return this Agreement to the Company,
whereupon the foregoing shall become a binding agreement between you
and the Company, dated as of June 17, 2004.

                          Very truly yours,

                          AMCON DISTRIBUTING COMPANY


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

























Exhibit A      Form of Certificate of Designations regarding Series
               2004 Preferred Stock

Schedule A     List of Purchasers

Schedule B     Definitions of Capitalized Terms

Schedule 4.3   Outstanding Contractual Obligations

Schedule 4.5   Certain Changes and Events












































                  EXHIBIT A (to Securities Purchase Agreement)

                           EXHIBIT 3.4

        SECOND CORRECTED CERTIFICATE OF DESIGNATIONS, PREFERENCES
           AND RIGHTS OF SERIES A CONVERTIBLE PREFERRED STOCK
                                OF
                      AMCON DISTRIBUTING COMPANY

    Pursuant to Sections 103(f) and 151 of the General Corporation Law
                       of the State of Delaware

The undersigned, AMCON Distributing Company, a Delaware corporation (the
"Corporation"), does hereby adopt the following Corrected Certificate of
Designations, Preferences and Rights of Series A Convertible Preferred
Stock:

  I.  The Certificate of Designations, Preferences and Rights of Series A
Convertible Preferred Stock was filed by the Secretary of State of
Delaware on June 17, 2004, a Corrected Certificate of Designations,
Preferences and Rights of Series A Convertible Preferred Stock
("Certificate of Designations"), was filed by the Secretary of State of
Delaware on June 18, 2004, and said Certificate of Designations requires a
second correction as permitted by subsection (f) of Section 103 of the
General Corporation Law of the State of Delaware.

  II.  The inaccuracy or defect of said Certificate of Designations is as
follows:

Section 1, Certain Definitions, "Redemption Price," was intended, with
respect to the time periods set forth in subparagraphs (a) through (l), to
represent the sum of the Liquidation Preference, plus the respective
percentages of the Liquidation Preference specified in subparagraphs (a)
through (l), together with accrued and unpaid dividends to and including
the Redemption Date.

  III.  The entire Certificate of Designations is corrected to read as
follows:

AMCON Distributing Company, a corporation organized and existing under the
laws of the State of Delaware (the "Corporation"), does hereby certify
that, pursuant to authority conferred upon the Board of Directors of the
Corporation by its Certificate of Incorporation (the "Certificate of
Incorporation") and pursuant to the provisions of Section 151 of the
General Corporation Law of the State of Delaware, the following resolution
was duly approved and adopted by the Board of Directors of the
Corporation:

RESOLVED, that pursuant to the authority vested in the Board of Directors
of the Corporation by Article IV of the Certificate of Incorporation,
there is hereby created and authorized out of the authorized but unissued
shares of the capital stock of the Corporation, 100,000 shares of a series
of preferred stock to be designated Series A Convertible Preferred Stock,
par value $.01 per share (the "Series A Preferred Stock"), of which the
preferences and relative and other rights, and the qualifications,
limitations or restrictions thereof, shall be (in addition to those set
forth in the Certificate of Incorporation) as follows:

Section 1.  Certain Definitions.

Unless the context otherwise requires, when used herein the following
terms shall have the meanings indicated:


"Authorization Trigger Date" shall have the meaning set forth in Section
5(m).

"Change of Control of the Corporation" means any of the following:  (A)
the making of a tender or exchange offer by any person or entity or group
of associated persons or entities (within the meaning of Section 13(d)(3)
or 14(d)(2) of the Securities Exchange Act of 1934) (a "Person") (other
than the Corporation or its subsidiaries) for shares of Common Stock
pursuant to which purchases are made of securities representing at least
fifty percent (50%) of the total combined voting power of the then issued
and outstanding Voting Stock of the Corporation; (B) the merger or
consolidation of the Corporation with, or the sale or disposition of all
or substantially all of the assets of the Corporation, to any Person other
than (a) a merger or consolidation which would result in the Voting Stock
of the Corporation outstanding immediately prior thereto continuing to
represent (either by remaining outstanding or by being converted into
Voting Stock of the surviving or parent entity) fifty percent (50%) or
more of the combined voting power of the Voting Stock of the Corporation
or such surviving or parent entity outstanding immediately after such
merger or consolidation; or (b) a merger or consolidation effected to
implement a recapitalization of the Corporation (or similar transaction)
in which no Person is or becomes the beneficial owner, directly or
indirectly (as determined under Rule 13d-3 promulgated under the
Securities Exchange Act of 1934), of securities representing fifty percent
(50%) or more of the combined voting power of the Voting Stock of the
Corporation; (C) if; at any time within a two-year period following the
acquisition by any Person of direct or indirect beneficial ownership (as
determined under Rule 13d-3 promulgated under the Securities Exchange Act
of 1934), in the aggregate, of securities of the Corporation representing
forty percent (40%) or more of the total combined voting power of the then
issued and outstanding Voting Stock of the Corporation, the persons who at
the time of such acquisition constitute the Board of Directors cease for
any reason whatsoever to constitute a majority of the Board of Directors;
(D) the acquisition of direct or indirect beneficial ownership (as
determined under Rule 13d-3 promulgated under the Securities Exchange Act
of 1934), in the aggregate, of securities of the Corporation representing
fifty percent (50%) or more of the outstanding Voting Stock of the
Corporation by any person or group of persons acting in concert; or (E)
the approval by the shareholders of the Corporation of any plan or
proposal for the complete liquidation or dissolution of the Corporation or
for the sale of all or substantially all of the assets of the Corporation.

"Common Stock" means shares of the common stock, par value $.01 per share,
of the Corporation.

"Conversion Date" shall have the meaning set forth in Section 5(b).

"Conversion Price" at any time of determination, shall mean the conversion
price determined pursuant to Section 5(c).

"Corporate Change" shall have the meaning set forth in Section 5(j).

"Current Market Price" shall have the meaning set forth in Section 5(i).

"Delivery Period" shall have the meaning set forth in Section 5(d).

"Dividend Payment Date" shall have the meaning set forth in Section 2(a).

"Dividend Period" shall have the meaning set forth in Section 2(a).

"DTC" means the Depository Trust Company.

"DTC Transfer" shall have the meaning set forth in Section 5(f).

"Final Redemption Date" shall have the meaning set forth in Section 4(d).

"Issue Date" shall mean the date the shares of Series A Preferred Stock in
question are issued by the Corporation.

"Junior Stock" means the Common Stock and any other class or series of
securities of the Corporation (i) not entitled to receive any
distributions unless all distributions required to have been paid or
declared and set apart for payment on the Series A Preferred Stock shall
have been so paid or declared and set apart for payment, (ii) not entitled
to receive any assets upon the liquidation, dissolution or winding up of
the affairs of the Corporation until the Series A Preferred Stock shall
have received the entire amount to which such shares are entitled upon
such liquidation, dissolution or winding up, and (iii) not entitled to
redemption until the Series A Preferred Stock shall have been redeemed in
full.

"Liquidation Preference" shall mean $25.00 per share of the Series A
Preferred Stock.

"Parity Stock" means, (i) any class or series of securities of the
Corporation entitled to receive payment of dividends on a parity with the
Series A Preferred Stock and (ii) any class or series of securities of the
Corporation entitled to receive assets upon the liquidation, dissolution
or winding up of the affairs of the Corporation on a parity with the
Series A Preferred Stock.

"Redemption Agent" shall have the meaning set forth in Section 4(c).

"Redemption Amount" shall have the meaning set forth in Section 6(b).

"Redemption Announcement" shall have the meaning set forth in Section
6(a).

"Redemption Date" shall have the meaning set forth in Section 4(b).

"Redemption Event" shall have the meaning set forth in Section 6(a).

"Redemption Notice" shall have the meaning set forth in Section 6(a).

"Redemption Price" shall mean the per share price to be paid upon
redemption of the Series A Preferred Stock, which shall equal (a) for the
period from June 17, 2006 to June 16, 2007, 112% of the Liquidation
Preference, (b) for the period from June 17, 2007 to June 16, 2008, 111%
of the Liquidation Preference, (c) for the period from June 17, 2008 to
June 16, 2009, 110% of the Liquidation Preference, (d) for the period from
June 17, 2009 to June 16, 2010, 109% of the Liquidation Preference, (e)
for the period from June 17, 2010 to June 16, 2011, 108% of the
Liquidation Preference, (f) for the period from June 17, 2011 to June 16,
2012, 107% of the Liquidation Preference, (g) for the period from June 17,
2012 to June 16, 2013, 106% of the Liquidation Preference, (h) for the
period from June 17, 2013 to June 16, 2014, 105% of the Liquidation
Preference, (i) for the period from June 17, 2014 to June 16, 2015, 104%
of the Liquidation Preference, (j) for the period from June 17, 2015 to
June 16, 2016, 103% of the Liquidation Preference, (k) for the period from
June 17, 2016 to June 16, 2017, 102% of the Liquidation Preference, (l)
for the period from June 17, 2017 to June 16, 2018, 101% of the
Liquidation Preference, and (m) after June 16, 2018, the Liquidation
Preference, plus in each case accrued and unpaid dividends to and
including the Redemption Date.

"Reserved Amount" shall have the meaning set forth in Section 5(m).

"Senior Stock" means any (i) class or series of securities of the
Corporation ranking senior to the Series A Preferred Stock in respect of
the right to receive payment of distributions and (ii) any class or series
of securities of the Corporation ranking senior to the Series A Preferred
Stock in respect of the right to receive assets upon the liquidation,
dissolution or winding up of the affairs of the Corporation.

"Voluntary Conversion Notice" shall have the meaning set forth in Section
5(a).

"Voting Stock of the Corporation" means shares of stock of the Corporation
of any class that votes generally in the election of directors.

"Wright Family" means William Wright (Chairman of the Board and Chief
Executive Officer of the Corporation at the date of this Certificate of
Designation), any lineal ascendant or descendant (including by way of
adoption) of William Wright, any spouse of any of the foregoing persons,
any trust established by any of the foregoing persons and any corporation,
partnership, limited liability company or other entity that is controlled,
directly or indirectly, by one or more of the foregoing persons or trusts.

Section 2.  Dividends.

   a.  Subject to the prior preferences and other rights of any Senior
Stock, the holders of the Series A Preferred Stock shall be entitled to
receive, out of funds legally available for that purpose, cash dividends
in an amount equal to 6.785% per annum of the Liquidation Preference per
share calculated on the basis of a 365-day year.   Such dividends shall be
payable only in cash, shall be cumulative from their Issue Date and shall
be payable in arrears, when, as and if declared by the Board of Directors,
on March 31, June 30, September 30 and December 31 of each year (each such
date being herein referred to as a "Dividend Payment Date"), commencing on
June 30, 2004.  The period between consecutive Dividend Payment Dates
shall hereinafter be referred to as a "Dividend Period."

   b.  Dividends on any shares of Series A Preferred Stock shall accrue
(whether or not declared and whether or not there shall be funds legally
available for the payment of dividends) on and from their Issue Date.  No
interest shall be payable with respect to any dividends that are in
arrears.

   c.  Each such dividend shall be paid to the holders of record of the
Series A Preferred Stock as their names appear on the share register of
the Corporation on the corresponding Record Date.  As used above, the term
"Record Date" for any Dividend Period means the date that is fifteen (15)
days prior to the Dividend Payment Date for such Dividend Period, or such
other record date designated by the Board of Directors of the Corporation
with respect to the dividend payable on such respective Dividend Payment
Date.  Dividends on account of arrears for any past Dividend Periods may
be declared and paid, together with any accrued but unpaid dividends
thereon to and including the date of payment, at any time, without
reference to any Dividend Payment Date, to holders of record on such date,
not exceeding 50 days preceding the payment date thereof, as may be fixed
by the Board of Directors.

   d.  Whenever dividends payable on shares of Series A Preferred Stock
shall not have been paid in full, in an aggregate amount equal to two full
quarterly dividends on such shares of Series A Preferred Stock then
outstanding, the number of directors then constituting the Board of
Directors of the Corporation shall automatically be increased by two, and
the holders of such shares of Series A Preferred Stock shall have the
exclusive and special right, voting separately as a class with the holders
of shares of any one or more class or series of Parity Stock and upon
which like voting rights have been conferred and are exercisable, to elect
two directors of the Corporation to fill such newly created directorships;
provided, however, that in no event shall the holders of such shares of
Series A Preferred Stock voting separately as a class as aforesaid have
the right to elect more than two directors.  Whenever such right of the
holders of such shares of Series A Preferred Stock shall have vested, such
right may be exercised initially either at a special meeting of such
shareholders, which special meeting shall be called by the Board of
Directors of the Corporation, or at any annual meeting of shareholders,
and thereafter at annual meetings of shareholders.  The right of the
holders of such shares of Series A Preferred Stock, voting separately as a
class to elect members of the Board of Directors of the Corporation as
aforesaid, shall continue until such time as all dividends accumulated on
such shares of Series A Preferred Stock to the dividend payment date next
preceding the date of any such determination have been paid in full, or
declared and set apart in trust for payment, at which time the special
rights of the holders of such shares of Series A Preferred Stock to vote
separately as a class for the election of two directors shall terminate
(subject to revesting in the event of each and every subsequent failure to
make dividend payments in an aggregate amount equal to two full quarterly
dividends as above provided), and the number of directors constituting the
Board of Directors shall be automatically reduced.

   e.  So long as any shares of the Series A Preferred Stock are
outstanding, the Corporation shall not, directly or indirectly, declare,
pay or set apart for payment any dividends or other distributions on
Junior Stock (other than dividends or distributions paid in shares of, or
options, warrants or rights to subscribe for or purchase shares of, Junior
Stock) or redeem or otherwise acquire any Junior Stock for any
consideration (including any moneys to be paid to or made available for a
sinking fund for the redemption of any shares of any such stock), except
by conversion into or exchange for Junior Stock, unless in each case the
full cumulative dividends on all outstanding shares of the Series A
Preferred Stock and any other Parity Securities have been paid or set
apart for payment for all past and current Dividend Periods with respect
to the Series A Preferred Stock and all past and current dividend periods
with respect to such Parity Securities.

Section 3.  Distributions Upon Liquidation, Dissolution or Winding Up.

In the event of any voluntary or involuntary liquidation, dissolution or
other winding up of the affairs of the Corporation, subject to the prior
preferences and other rights of any Senior Stock, but before any
distribution or payment shall be made to the holders of Junior Stock, the
holders of the Series A Preferred Stock shall be entitled to be paid the
Liquidation Preference of all outstanding shares of the Series A Preferred
Stock as of the date of such liquidation or dissolution or such other
winding up, plus any accrued but unpaid dividends, if any, to such date,
and no more.  The Corporation shall make such payment in cash.  If such
payment shall have been made in full to the holders of the Series A
Preferred Stock, and if payment shall have been made in full to the
holders of any Senior Stock and Parity Stock of all amounts to which such
holders shall be entitled, the remaining assets and funds of the
Corporation shall be distributed among the holders of Junior Stock,
according to their respective shares and priorities.  If, upon any such
liquidation, dissolution or other winding up of the affairs of the
Corporation, the net assets of the Corporation distributable among the
holders of all outstanding shares of the Series A Preferred Stock and of
any Parity Stock shall be insufficient to permit the payment in full to
such holders of the preferential amounts to which they are entitled, then
the entire net assets of the Corporation remaining after the distributions
to holders of any Senior Stock of the full amounts to which they may be
entitled shall be distributed among the holders of the Series A Preferred
Stock and of any Parity Stock ratably in proportion to the full amounts to
which they would otherwise be respectively entitled.  Neither the
consolidation or merger of the Corporation into or with another
corporation or corporations, nor the sale of all or substantially all of
the assets of the Corporation to another corporation or corporations shall
be deemed a liquidation, dissolution or winding up of the affairs of the
Corporation within the meaning of this Section 3.

Section 4.  Optional Redemption by the Corporation.

   a.  The Series A Preferred Stock shall not be redeemed in whole or in
part on or prior to June 17, 2006, except as provided in Section 6 hereof.
After June 17, 2006, the Corporation may, at its option, redeem in cash at
any time, in whole or in part, the Series A Preferred Stock at the
Redemption Price per share.  If less than all the outstanding shares of
Series A Preferred Stock are to be redeemed pursuant to this Section 4,
the shares to be redeemed shall be determined by lot or in such other
manner as the Board of Directors of the Corporation may prescribe and
which it deems appropriate.

   b.  Notice of redemption of the Series A Preferred Stock shall be sent
by or on behalf of the Corporation, by first class mail, postage prepaid,
to the holders of record of the outstanding shares of Series A Preferred
Stock at their respective addresses as they shall appear on the records of
the Corporation, not less than 10 days nor more than 30 days prior to the
date fixed for redemption (the "Redemption Date") (i) notifying such
holders of the election of the Corporation to redeem such shares and of
the Redemption Date, (ii) stating the date on which the shares cease to be
convertible (which date shall be the same date as the Redemption Date),
and the Conversion Price, (iii) the place or places at which the shares
called for redemption shall, upon presentation and surrender of the
certificates evidencing such shares, be redeemed, and the Redemption Price
therefor, and (iv) stating the name and address of any Redemption Agent
selected by the Corporation in accordance with Section 4(c) below, and the
name and address of the Corporation's transfer agent for the Series A
Preferred Stock.  The Corporation may act as the transfer agent for the
Series A Preferred Stock.

   c.  The Corporation may act as the redemption agent to redeem the
Series A Preferred Stock.  The Corporation may also appoint as its agent
for such purpose its transfer agent for Common Stock or a bank or trust
company in good standing, organized under the laws of the United States of
America or any jurisdiction thereof, and having capital, surplus and
undivided profits aggregating at least $100,000,000, and may appoint any
one or more additional such agents which shall in each case be a bank or
trust company in good standing organized under the laws of the United
States of America or of any jurisdiction thereof, having an office or
offices in The City of New York, New York, or such other place as shall
have been designated by the Corporation, and having capital, surplus and
undivided profits aggregating at least $100,000,000.  The Corporation or
such bank or trust company is hereinafter referred to as the "Redemption
Agent."  Following such appointment and prior to any redemption, the
Corporation shall deliver to the Redemption Agent irrevocable written
instructions authorizing the Redemption Agent, on behalf and at the
expense of the Corporation, to cause such notice of redemption to be duly
mailed as herein provided as soon as practicable after receipt of such
irrevocable instructions and in accordance with the above provisions.  All
funds necessary for the redemption shall be deposited with the Redemption
Agent in trust at least two business days prior to the Redemption Date,
for the pro rata benefit of the holders of the shares of Series A
Preferred Stock so called for redemption, so as to be and continue to be
available therefor.  Neither failure to mail any such notice to one or
more such holders nor any defect in any notice shall affect the
sufficiency of the proceedings for redemption as to other holders.

   d.  If notice of redemption shall have been given as provided above,
and the Corporation shall not default in the payment of the Redemption
Price, then each holder of shares called for redemption shall be entitled
to all preferences, relative and other rights accorded by this Certificate
of Designation until and including the Redemption Date.  If the
Corporation shall default in making payment or delivery as aforesaid on
the Redemption Date, then each holder of the shares called for redemption
shall be entitled to all preferences, relative and other rights accorded
by this Certificate of Designation until and including the date (the
"Final Redemption Date") when the Corporation makes payment or delivery as
aforesaid to the holders of the Series A Preferred Stock.  From and after
the Redemption Date or, if the Corporation shall default in making payment
or delivery as aforesaid, the Final Redemption Date, the shares called for
redemption shall no longer be deemed to be outstanding, and all rights of
the holders of such shares shall cease and terminate, except the right of
the holders of such shares, upon surrender of certificates therefor, to
receipt of amounts to be paid hereunder.  The deposit of monies in trust
with the Redemption Agent by the Corporation shall be irrevocable except
that the Corporation shall be entitled to receive from the Redemption
Agent the interest or other earnings, if any, earned on any monies so
deposited in trust, and the holders of any shares redeemed shall have no
claim to such interest or other earnings, and any balance of monies so
deposited by the Corporation and unclaimed by the holders of the Series A
Preferred Stock entitled thereto at the expiration of two years from the
Redemption Date or the Final Redemption Date, as applicable, shall be
repaid, together with any interest or other earnings thereon, to the
Corporation, and after any such repayment, the holders of the shares
entitled to the funds so repaid to the Corporation shall look only to the
Corporation for such payment, without interest.

Section 5.  Conversion Rights.  The Series A Preferred Stock shall be
convertible into Common Stock as follows:

   a.  Conversion at Holder's Option. The holder of any shares of the
Series A Preferred Stock shall have the right at such holder's option, at
any time and from time to time at any time following the Issue Date and
without the payment of any additional consideration, to convert any or all
of such shares of the Series A Preferred Stock into fully paid and
nonassessable shares of Common Stock at the Applicable Conversion Price
(as provided in Section 5(c) below) in effect on the Conversion Date (as
provided in Section 5(d) below) upon the terms hereinafter set forth.  The
holder of any shares of the Series A Preferred Stock may exercise the
conversion right specified in Section 5(a) by surrendering or causing to
be surrendered to the Corporation or any transfer agent of the Corporation
the certificate or certificates representing the shares of the Series A
Preferred Stock to be converted, accompanied by written notice (the
"Voluntary Conversion Notice") specifying the number of such shares to be
converted.

   b.  Status as Stockholder.  As of the close of business on the date
when delivery of a Voluntary Conversion Notice by a holder of Series A
Preferred Stock is made to the Corporation (the "Conversion Date") (i) the
shares covered thereby shall be deemed converted into shares of Common
Stock and (ii) the holder's rights as a holder of such converted shares of
Series A Preferred Stock shall cease and terminate, excepting only the
right to receive such Common Stock and to any remedies provided herein or
otherwise available at law or in equity to such holder because of a
failure by the Corporation to comply with the terms of this Certificate of
Designation.

   c.  Number of Shares.  In the event of a conversion pursuant to Section
5(a) above, each share of the Series A Preferred Stock so converted shall
be converted into such number of shares of Common Stock as is determined
by dividing (x) $25 by (y) the Conversion Price in effect on the
Conversion Date. The initial Conversion Price shall be $30.31 per share of
Common Stock.  Such initial Conversion Price shall be subject to
adjustment in order to adjust the number of shares of Common Stock into
which the Series A Preferred Stock is convertible, as hereinafter
provided.

   d.  Mechanics of Conversion.  The Corporation shall not be obligated to
issue to any holder certificates representing the shares of Common Stock
issuable upon conversion unless certificates representing the shares of
Series A Preferred Stock, endorsed directly or through stock powers to the
Corporation or in blank and accompanied when appropriate with evidence of
the signatory's authority, are delivered to the Corporation or any
transfer agent of the Corporation.  If the certificate representing shares
of Common Stock issuable upon conversion of shares of the Series A
Preferred Stock is to be issued in a name other than the name on the face
of the certificate representing such shares of the Series A Preferred
Stock, such certificate shall be accompanied by such evidence of the
assignment and such evidence of the signatory's authority with respect
thereto as deemed appropriate by the Corporation or its transfer agent and
such certificate shall be endorsed directly or through stock powers to the
Corporation or in blank.  Not less than five business days after the
Conversion Date (the "Delivery Period"), the Corporation shall issue and
deliver to or upon the written order of such holder a certificate or
certificates for the number of full shares of Common Stock to which such
holder is entitled upon such conversion, and a check or cash with respect
to any fractional interest in a share of Common Stock, as provided in
Section 5(e).  The person in whose name the certificate or certificates
for Common Stock are to be issued shall be deemed to have become a holder
of record of such Common Stock on the applicable Conversion Date.  Upon
conversion of only a portion of the number of shares covered by a
certificate representing shares of Series A Preferred Stock surrendered
for conversion, the Corporation shall issue and deliver to or upon the
written order of the holder of the certificate so surrendered for
conversion, at the expense of the Corporation, a new certificate
representing the number of shares of the Series A Preferred Stock
representing the unconverted portion of the certificate so surrendered.
The Corporation shall pay on any Conversion Date the accrued and unpaid
dividends to and including such date on all shares of Series A Preferred
Stock to be so converted.

   e.  Fractional Shares.  No fractional shares of Common Stock or scrip
shall be issued upon conversion of shares of the Series A Preferred Stock.
If more than one share of the Series A Preferred Stock shall be
surrendered for conversion at any one time by the same holder, the number
of full shares of Common Stock issuable upon conversion thereof shall be
computed on the basis of the aggregate number of shares of the Series A
Preferred Stock so surrendered.  Instead of any fractional shares of
Common Stock which would otherwise be issuable upon conversion of any
shares of the Series A Preferred Stock, the Corporation shall pay a cash
adjustment in respect of such fractional interest in an amount equal to
that fractional interest of the then Current Market Price.

   f.  Delivery of Uncertificated Shares of Common Stock Upon Conversion.
Notwithstanding the provisions of Section 5(d), if the Corporation's
transfer agent is participating in DTC's Fast Automated Securities
Transfer program, the Corporation shall cause its transfer agent to
electronically transmit the Common Stock issuable upon such conversion to
the holder or the holder's designee by crediting the account of the holder
or the holder's designee, or its respective nominee, with DTC through its
Deposit Withdrawal Agent Commission system ("DTC Transfer").  If the
aforementioned conditions to a DTC Transfer are not satisfied, the
Corporation shall deliver in accordance with Section 5(d) to the holder or
the holder's designee physical certificates representing the Common Stock
issuable upon such conversion.

   g.  Conversion Disputes.  In the case of any dispute with respect to a
conversion, the Corporation shall promptly issue such number of shares of
Common Stock as are not disputed in accordance with Section 5(d) or (f),
as applicable.  If such dispute involves the calculation of the Conversion
Price, and such dispute is not promptly resolved by discussion between the
relevant holder and the Corporation, the Corporation and the holder shall
submit the disputed calculations to an independent outside accountant.
The accountant, at the Corporation's sole expense, shall promptly audit
the calculations and notify the Corporation and the holder of the results.
The accountant's calculation shall be deemed conclusive, absent manifest
error.  The Corporation shall then issue the appropriate number of shares
of Common Stock in accordance with Section 5(d) or (f), as applicable.

   h.  Conversion Price Adjustments.  The Conversion Price shall be
subject to adjustment from time to time as follows:

       i.  Stock Dividends, Subdivisions, Reclassifications or
Combinations.  If the Corporation shall (i) declare a dividend or make a
distribution on its Common Stock in shares of its Common Stock, (ii)
subdivide or reclassify the outstanding shares of Common Stock into a
greater number of shares, (iii) combine or reclassify the outstanding
Common Stock into a smaller number of shares, or (iv) take similar action,
the Conversion Price in effect at the time of the record date for such
dividend or distribution or the effective date of such subdivision,
combination, reclassification or other similar action shall be
proportionately adjusted so that the holder of any shares of Series A
Preferred Stock surrendered for conversion after such date shall be
entitled to receive the number of shares of Common Stock which he would
have owned or been entitled to receive had such shares of the Series A
Preferred Stock been converted immediately prior to such date.  Successive
adjustments in the Conversion Price shall be made whenever any event
specified above shall occur.

        ii.  Other Distributions.  In case the Corporation shall fix a
record date for the making of a distribution to all holders of shares of
its Common Stock (i) of shares of any class other than its Common Stock or
(ii) of evidences of indebtedness of the Corporation or any subsidiary or
(iii) of assets (other than cash dividends), or (iv) of rights or
warrants, in each case the Conversion Price in effect immediately prior
thereto shall be adjusted to a price determined by multiplying the then
current Conversion Price by a fraction, of which (1) the numerator shall
be an amount equal to the difference resulting from (A) the Current Market
Price as of such record date less (B) the fair market value (as determined
by the Board, whose determination shall be conclusive) of said shares or
evidences of indebtedness or assets or rights or warrants to be so
distributed, and (2) the denominator shall be the Current Market Price as
of such record date.  Such adjustment shall be made successively whenever
such a record date is fixed.  In the event that such distribution is not
so made, the Conversion Price then in effect shall be readjusted,
effective as of the date when the Board determines not to distribute such
shares, evidences of indebtedness, assets, rights or warrants, as the case
may be, to the Conversion Price which would then be in effect if such
record date had not been fixed.

        iii.  Rounding of Calculations; Minimum Adjustment.  All
calculations under this Section 5(h) shall be made to the nearest cent or
to the nearest one hundredth (1/100th) of a share, as the case may be.
Any provision of this Section 5 to the contrary notwithstanding, no
adjustment in the Conversion Price shall be made if the amount of such
adjustment would be less than $0.01; but any such amount shall be carried
forward and an adjustment with respect thereto shall be made at the time
of and together with any subsequent adjustment which, together with such
amount and any other amount or amounts so carried forward, shall aggregate
$0.01 of more.

   i.  Current Market Price.  The "Current Market Price" at any date shall
mean, in the event the Common Stock is publicly traded, the average of the
daily closing prices per share of Common Stock for 30 consecutive trading
days ending three trading days before such date (as adjusted for any stock
dividend, split, combination or reclassification that took effect during
such 30 trading day period).  The closing price for each day shall be the
last reported sale price regular way or, in case no such reported sale
takes place on such day, the average of the last closing bid and asked
prices regular way, in either case on the principal national securities
exchange on which the Common Stock is listed or admitted to trading, or if
not listed or admitted to trading on any national securities exchange, the
closing sale price for such day reported by Nasdaq, if the Common Stock is
quoted on Nasdaq National Market, Nasdaq Small Cap or any comparable
system, or, if the Common Stock is not traded on Nasdaq or any comparable
system, the average of the closing bid and asked prices as furnished by
two members of the National Association of Securities Dealers, Inc.
selected from time to time by the Corporation for that purpose.  If the
Common Stock is not traded in such manner that the quotations referred to
above are available for the period required hereunder, Current Market
Price per share of Common Stock shall be deemed to be the fair value per
share of Common Stock as determined in good faith by the Board of
Directors, irrespective of any accounting treatment.

   j.  Corporate Change.  If there shall be (i) any reclassification or
change of the outstanding shares of Common Stock (other than an event
covered by Section 5(h) above or a change in par value, or from par value
to no par value, or from no par value to par value, or as a result of a
subdivision or combination), (ii) any consolidation or merger of the
Corporation with any other entity (other than a merger in which the
Corporation is the surviving or continuing entity, or (iii) any share
exchange or other transaction pursuant to which all of the outstanding
shares of Common Stock are converted into other securities or property
(each of (i) - (iii) above being a "Corporate Change"), then the holders
of Series A Preferred Stock shall thereafter have the right to receive
upon conversion, in lieu of the shares of Common Stock otherwise issuable,
such shares of stock, securities and/or other property as would have been
issued or payable in such Corporate Change with respect to or in exchange
for the number of shares of Common Stock which would have been issuable
upon conversion had such Corporate Change not taken place, and in any such
case, appropriate provisions (as determined by the Board of Directors in
good faith) shall be made with respect to the rights and interests of the
holders of the Series A Preferred Stock to the end that the economic value
of the shares of Series A Preferred Stock is not diminished by such
Corporate Change and that the provisions hereof (including, without
limitation, in the case of any such consolidation, merger or sale in which
the successor entity or purchasing entity is not the Corporation, an
immediate adjustment of the Conversion Price so that the Conversion Price
immediately after the Corporate Change reflects the same relative value as
compared to the value of the surviving entity's common stock that existed
between the Conversion Price and the value of the Corporation's Common
Stock immediately prior to such Corporate Change) shall thereafter be
applicable, as nearly as may be practicable in relation to any shares of
stock or securities thereafter deliverable upon the conversion thereof.

   k.  Costs.  The Corporation shall pay all documentary, stamp, transfer
or other transactional taxes attributable to the issuance or delivery of
shares of Common Stock upon conversion of any shares of the Series A
Preferred Stock; provided that the Corporation shall not be required to
pay any such taxes or any federal or state income taxes or other taxes
which may be payable in respect of any transfer involved in the issuance
or delivery of any certificate for such shares in a name other than that
of the holder of the shares of the Series A Preferred Stock in respect of
which such shares are being issued.

   l.  No Impairment.  The Corporation (i) will not permit the par value
of any shares of stock at the time receivable upon the conversion of the
Series A Preferred Stock to exceed the Conversion Price then in effect,
(ii) will take all such action as may be necessary or appropriate in order
that the Corporation may validly and legally issue fully paid and
nonassessable shares of Common Stock on the conversion of the Series A
Preferred Stock and (iii) will not issue any Common Stock or convertible
securities or take any action which results in an adjustment of the
Conversion Price if the total number of shares of Common Stock issuable
after such issuance or action upon the conversion or redemption of, or
payment of all outstanding dividends on, all of the then outstanding
shares of Series A Preferred Stock will exceed the total number of shares
of Common Stock then authorized by the Corporation's Certificate of
Incorporation and available for the purposes of issue upon such conversion
or redemption or payment of such dividend.

   m.  Reservation of Shares.  The Corporation will at all times reserve
and keep available, out of its authorized and unissued Common Stock or any
other securities issuable upon conversion pursuant to Section 5(j) above
solely for the purposes of issuance upon conversion of Series A Preferred
Stock as herein provided, free from preemptive rights or any other actual
or contingent purchase rights or persons other than the holders of shares
of Series A Preferred Stock, such number of shares of Common Stock or such
other securities that shall be so issuable upon the conversion of all
outstanding shares of Series A Preferred Stock (the "Reserved Amount").
All shares of Common Stock and other securities that shall be so issuable
upon conversion of the Series A Preferred Stock shall, upon issue, be duly
and validly issued and fully paid and nonassessable.  If the Reserved
Amount for any ten consecutive trading days (the last of such ten trading
days being the "Authorization Trigger Date") shall be less than one
hundred percent (100%) of the number of shares of Common Stock issuable
upon full conversion of the then outstanding shares of Series A Preferred
Stock, the Corporation shall immediately notify the holders of Series A
Preferred Stock of such occurrence and shall immediately commence action
(including, if necessary, seeking stockholder approval to authorize the
issuance of additional shares of Common Stock and other securities) to
increase the Reserved Amount to one hundred percent (100%) of the number
of shares of Common Stock and other securities then issuable upon full
conversion of all of the outstanding Series A Preferred Stock at the then
current Conversion Price.  Each holder of Series A Preferred Stock, by
their acceptance thereof, agrees to vote in favor of any action necessary
to increase the number of authorized shares of Common Stock and other
securities.  In the event the Corporation fails to so increase the
Reserved Amount within 120 days after an Authorization Trigger Date, each
holder of Series A Preferred Stock shall thereafter have the option,
exercisable in whole or in part at any time and from time to time, by
delivery of a Redemption Notice to the Corporation, to require the
Corporation to redeem for cash, at an amount per share equal to the
Redemption Price, a number of the holder's shares of Series A Preferred
Stock such that, after giving effect to such redemption, the then unissued
portion of such holder's Reserved Amount is at least equal to one hundred
percent (100%) of the total number of shares of Common Stock and other
securities issuable upon conversion of such holder's shares of Series A
Preferred Stock.

   n.  Notices of Record Date.  In the event of any taking by the
Corporation of a record of the holders of Common Stock or any other
securities issuable upon conversion pursuant to Section 5(j) above for the
purpose of determining the holders thereof who are entitled to receive any
dividend (other than a cash dividend) or other distribution, any right or
warrant to subscribe for, purchase or otherwise acquire any shares of
stock or any class of any other securities or property, or to receive any
other right (including, without limitation, making a dividend or other
distribution of any rights under a stockholder rights plan (sometimes
known as a "poison pill" plan), whether now existing or hereafter
created), the Corporation shall mail to each holder of Series A Preferred
Stock, at least 20 days prior to the date specified therein, a notice
specifying the date on which any such record is to be taken for the
purpose of such dividend, distribution, right or warrant, and the amount
and character of such dividend, distribution, right or warrant.

Section 6.  Redemption Due to Certain Events.

   a.  Redemption by Holder.  In the event (each of the events described
in clauses (i)-(v) below after expiration of the applicable cure period
(if any) being a "Redemption Event"):

        i.  A Change of Control of the Corporation shall have occurred;

        ii.  The Wright Family ceases to beneficially own (as determined
under Rule 13d-3 promulgated under the Securities Exchange Act of 1934)
twenty percent (20%) or more of the outstanding Voting Stock of the
Corporation, computed on a fully diluted basis based on the then generally
accepted accounting principles;

        iii.  the Corporation shall make an assignment for the benefit of
creditors, or apply for or consent to the appointment of a receiver or
trustee for it or for a substantial part of its property or business, or
such a receiver or trustee shall otherwise be appointed; or

        iv.  bankruptcy, insolvency, reorganization or liquidation
proceedings or other proceedings for the relief of debtors shall be
instituted by or against the Corporation and if instituted against the
Corporation by a third party, shall not be dismissed within 120 days of
their initiation;

then, upon the occurrence of any such Redemption Event, each holder of
shares of Series A Preferred Stock shall thereafter have the option,
exercisable in whole or in part at any time and from time to time by
delivery of a written notice to such effect (a "Redemption Notice") to the
Corporation while such Redemption Event continues, to require the
Corporation to purchase for cash any or all of the then outstanding shares
of Series A Preferred Stock held by such holder for an amount per share
equal to the Redemption Amount in effect at the time of the redemption
hereunder.  Upon the Corporation's receipt of any Redemption Notice
hereunder (other than during the three trading day period following the
Corporation's delivery of a Redemption Announcement to all of the holders
in response to the Corporation's initial receipt of a Redemption Notice
from a holder of Series A Preferred Stock), the Corporation shall within
two business days following such receipt deliver a written notice (a
"Redemption Announcement") to all holders of Series A Preferred Stock
stating the date upon which the Corporation received such Redemption
Notice and the amount of Series A Preferred Stock covered thereby.  The
Corporation shall not redeem any shares of Series A Preferred Stock during
the three trading day period following the delivery of a required
Redemption Announcement hereunder.  At any time and from time to time
during such three trading day period, each holder of Series A Preferred
Stock may request (either orally or in writing) information from the
Corporation with respect to the instant redemption (including, but not
limited to, the aggregate number of shares of Series A Preferred Stock
covered by Redemption Notices received by the Corporation) and the
Corporation shall furnish (either orally or in writing) as soon as
practicable such requested information to such requesting holder.

   b.  The "Redemption Amount" with respect to a share of Series A
Preferred Stock means an amount equal to the Liquidation Preference
(including accrued and unpaid dividends to and including the date the
Corporation makes payment of the Redemption Amount).

   c.  In the event the Corporation is not able to redeem all of the
shares of Series A Preferred Stock subject to Redemption Notices delivered
prior to the date upon which such redemption is to be effected, the
Corporation shall redeem shares of Series A Preferred Stock from each
holder pro rata, based on the total number of shares of Series A Preferred
Stock outstanding at the time of redemption included by such holder in all
Redemption Notices delivered prior to the date upon which such redemption
is to be effected relative to the total number of shares of Series A
Preferred Stock outstanding at the time of redemption included in all of
the Redemption Notices delivered prior to the date upon which such
redemption is to be effected.

Section 7.  Voting.  The holders of Series A Preferred Stock shall not be
entitled to any voting rights except as provided in Section 2(d) above and
as required by law.

Section 8.  No Preemptive Rights.  The holders of Series A Preferred Stock
shall, as such, have no preemptive right to purchase or otherwise acquire
shares of any class of stock or other securities of the Corporation, now
or hereafter authorized.

Section 9.  Exclusion of Other Rights.  Except as may otherwise be
required by law, the shares of Series A Preferred Stock shall not have any
preferences or relative, participating, optional or other special rights,
other than those specifically set forth in this Certificate of Designation
(as such may be amended from time to time) and in the Certificate of
Incorporation.

Section 10.  Headings of Subdivisions.  The headings of the various
subdivisions hereof are for convenience of reference only and shall not
affect the interpretation of any of the provisions hereof.

Section 11.  Lost or Stolen Certificates.  Upon receipt by the Corporation
of (i) evidence of the loss, theft, destruction or mutilation of any
certificates representing shares of Series A Preferred Stock, and (ii) (y)
in the case of loss, theft or destruction, an indemnity, bond and/or other
security reasonably satisfactory to the Corporation, or (z) in the case of
mutilation, the certificate(s) (surrendered for cancellation), the
Corporation shall execute and deliver new certificates representing shares
of Series A Preferred Stock of like tenor and date.  However, the
Corporation shall not be obligated to reissue such lost, stolen, destroyed
or mutilated certificate(s) if the holder contemporaneously requests the
Corporation to convert such Series A Preferred Stock.


Section 12.  Remedies Cumulative.  The remedies provided in this
Certificate of Designation shall be cumulative and in addition to all
other remedies available under this Certificate of Designation, at law or
in equity (including a decree of specific performance and/or other
injunctive relief), and nothing herein shall limit a holder's right to
pursue actual damages for any failure by the Corporation to comply with
the terms of this Certificate of Designation.  The Corporation
acknowledges that a breach by it of its obligations hereunder will cause
irreparable harm to the holders of Series A Preferred Stock and that the
remedy at law for any such breach may be inadequate.  The Corporation
therefore agrees, in the event of any such breach or threatened breach,
that the holders of Series A Preferred Stock shall be entitled, in
addition to all other available remedies, to an injunction restraining any
breach, without the necessity of showing economic loss and without any
bond or other security being required.

Section 13.  Waiver.  Notwithstanding any provision in this Certificate of
Designation to the contrary, any provision contained herein and any right
of the holders of Series A Preferred Stock granted hereunder may be waived
as to all shares of Series A Preferred Stock (and the holders thereof)
upon the written consent of the holders of a majority of the Series A
Preferred Stock, unless a higher percentage is required by applicable law,
in which case the written consent of the holders of not less than such
higher percentage of shares of Series A Preferred Stock shall be required.

Section 14.  Severability of Provisions.  If any right, preference or
limitation of the Series A Preferred Stock set forth in this Certificate
of Designation (as such may be amended from time to time) is invalid,
unlawful or incapable of being enforced by reason of any rule of law or
public policy, all other rights, preferences and limitations set forth in
this Certificate of Designation (as so amended) which can be given effect
without the invalid, unlawful or unenforceable right, preference or
limitation shall, nevertheless, remain in full force and effect.

Section 15.  Status of Reacquired Shares.  Shares of Series A Preferred
Stock which have been issued and reacquired in any manner (including by
conversion) shall (upon compliance with any applicable provisions of the
laws of the State of Delaware) have the status of authorized and unissued
shares of Preferred Stock issuable in series undesignated as to Series A
Preferred Stock and may be redesignated and reissued.

IN WITNESS WHEREOF, this Corrected Certificate of Designations has been
duly executed by the undersigned this 5th day of August, 2004.

                                     AMCON DISTRIBUTING COMPANY

                                     By: Kathleen M. Evans
                                        -----------------------------
                                        Name: Kathleen M. Evans
                                        Title:  President




























             SCHEDULE A (to Securities Purchase Agreement)
                 INFORMATION RELATING TO PURCHASERS



Name and Address of Purchaser      Number of Shares of
Preferred Stock
to be Purchased

William F. Wright
1431 Stratford Court
P.O. Box 1010
Del Mar, California  92014               40,000


Draupnir LLC
500 North Dearborn Street, 2nd Floor
Chicago, Illinois  60610                 60,000







































                SCHEDULE B (to Securities Purchase Agreement)

                            DEFINED TERMS

     As used herein, the following terms have the respective meanings set
forth below or set forth in the Section hereof following such term:

     "Affiliate" means, at any time, and with respect to any Person, (a)
any other Person that at such time directly or indirectly through one or
more intermediaries Controls, or is Controlled by, or is under common
Control with, such first Person, and (b) any Person beneficially owning or
holding, directly or indirectly, 5% or more of any class of voting or
equity interests of the Company or any Subsidiary or any corporation of
which the Company and its Subsidiaries beneficially own or hold, in the
aggregate, directly or indirectly, 5% or more of any class of voting or
equity interests.  As used in this definition, "Control" means the
possession, directly or indirectly, of the power to direct or cause the
direction of the management and policies of a Person, whether through the
ownership of voting securities, by contract or otherwise.  Unless the
context otherwise clearly requires, any reference to an "Affiliate" is a
reference to an Affiliate of the Company.

     "AMCON SEC Documents" means all documents required to be filed with
the SEC by AMCON, including without limitation, (i) AMCON's annual report
on Form 10-K for its fiscal year ended September 30, 2003 (the "AMCON 10-
K"), (ii) AMCON's quarterly reports on Form 10-Q for its fiscal quarter
ended December 31, 2003, and (iii) all other reports, filings,
registration statements and other documents filed by it with the SEC since
September 30, 2003.

     "Business Day" means any day other than a Saturday, a Sunday or a day
on which commercial banks in New York City, New York or Omaha, Nebraska
are required or authorized to be closed.

     "Closing" is defined in Section 3.

     "Company" means AMCON Distributing Company, a Delaware corporation.

     "Confidential Information" is defined in Section 9.

     "Conversion Shares " means the shares of Common Stock, par value $.01
per share, of the Company issuable upon conversion of the Preferred Stock.

     "Exchange Act" means the Securities Exchange Act of 1934, as amended.

     "GAAP" means generally accepted accounting principles as practiced in
the United States.

     "Governmental Authority" means:
          (a)the government of

               (i)the United States of America or any State or other
political subdivision thereof, or

               (ii)any jurisdiction in which the Company or any Subsidiary
conducts all or any part of its business, or which asserts jurisdiction
over any properties of the Company or any Subsidiary, or

          (b)any entity exercising executive, legislative, judicial,
regulatory or administrative functions of, or pertaining to, any such
government.

     "Guaranty" means, with respect to any Person, any obligation (except
the endorsement in the ordinary course of business of negotiable
instruments for deposit or collection) of such Person guaranteeing or in
effect guaranteeing any Indebtedness, dividend or other obligation of any
other Person in any manner, whether directly or indirectly, including
(without limitation) obligations incurred through an agreement, contingent
or otherwise, by such Person:

          (a) to purchase such Indebtedness or obligation or any property
constituting security therefor;

          (b) to advance or supply funds (i) for the purchase or payment
of such Indebtedness or obligation, or (ii) to maintain any working
capital or other balance sheet condition or any income statement condition
of any other Person or otherwise to advance or make available funds for
the purchase or payment of such Indebtedness or obligation;

          (c) to lease properties or to purchase properties or services
primarily for the purpose of assuring the owner of such Indebtedness or
obligation of the ability of any other Person to make payment of the
Indebtedness or obligation; or

          (d) otherwise to assure the owner of such Indebtedness or
obligation against loss in respect thereof.

In any computation of the Indebtedness or other liabilities of the obligor
under any Guaranty, the Indebtedness or other obligations that are the
subject of such Guaranty shall be assumed to be direct obligations of such
obligor.

     "Indebtedness" with respect to any Person means, at any time, without
duplication,

          (a) its liabilities for borrowed money and its redemption
obligations in respect of mandatorily redeemable preferred stock;

          (b)its liabilities for the deferred purchase price of property
acquired by such Person (excluding accounts payable arising in the
ordinary course of business but including all liabilities created or
arising under any conditional sale or other title retention agreement with
respect to any such property);

          (c) all liabilities appearing on its balance sheet in accordance
with GAAP in respect of Capital Leases;

          (d) all liabilities for borrowed money secured by any Lien with
respect to any property owned by such Person (whether or not it has
assumed or otherwise become liable for such liabilities);

          (e)all its liabilities in respect of letters of credit or
instruments serving a similar function issued or accepted for its account
by banks and other financial institutions (whether or not representing
obligations for borrowed money); and

          (f)any Guaranty of such Person with respect to liabilities of a
type described in any of clauses (a) through (e) hereof.

Indebtedness of any Person shall include all obligations of such Person of
the character described in clauses (a) through (f) to the extent such
Person remains legally liable in respect thereof notwithstanding that any
such obligation is deemed to be extinguished under GAAP.

     "Knowledge"--an individual will be deemed to have Knowledge of a
particular fact or other matter if that individual is actually aware of
that fact or matter.  A Person (other than an individual) will be deemed
to have Knowledge of a particular fact or other matter if any individual
who is serving as an officer of that Person has, or at any time had,
Knowledge of that fact or other matter.

     "Lien" means, with respect to any Person, any mortgage, lien, pledge,
charge, security interest or other encumbrance, or any interest or title
of any vendor, lessor, lender or other secured party to or of such Person
under any conditional sale or other title retention agreement or Capital
Lease, upon or with respect to any property or asset of such Person
(including in the case of stock, stockholder agreements, voting trust
agreements and all similar arrangements).

     "Material Adverse Effect" means a material adverse effect on (a) the
business, operations, affairs, financial condition, assets or properties
of the Company and its Subsidiaries taken as a whole, or (b) the ability
of the Company to perform its obligations under this Agreement, or (c) the
validity or enforceability of this Agreement.

     "Other Agreement" is defined in Section 2.

     "Other Purchaser" is defined in Section 2.

     "Person" means an individual, partnership, corporation, limited
liability company, association, trust, unincorporated organization, or a
government or agency or political subdivision thereof.

     "Preferred Stock" is defined in Section 1.
     "Property" or "Properties" means, unless otherwise specifically
limited, real or personal property of any kind, tangible or intangible,
choate or inchoate.

     "SEC" means the Securities and Exchange Commission.

     "Securities" is defined in Section 1.2.

     "Securities Act" means the Securities Act of 1933, as amended from
time to time.

     "Subsidiary" means, as to any Person, any corporation, association or
other business entity in which such Person or one or more of its
Subsidiaries or such Person and one or more of its Subsidiaries owns
sufficient equity or voting interests to enable it or them (as a group)
ordinarily, in the absence of contingencies, to elect a majority of the
directors (or Persons performing similar functions) of such entity, and
any partnership or joint venture if more than a 50% interest in the
profits or capital thereof is owned by such Person or one or more of its
Subsidiaries or such Person and one or more of its Subsidiaries (unless
such partnership can and does ordinarily take major business actions
without the prior approval of such Person or one or more of its
Subsidiaries).  Unless the context otherwise clearly requires, any
reference to a "Subsidiary" is a reference to a Subsidiary of the Company.

     "Voting Stock" means securities of any class or classes, the holders
of which are ordinarily, in the absence of contingencies, entitled to
elect a majority of the corporate directors (or Persons performing similar
functions).
                      #          #          #








































             SCHEDULE 4.3 (to Securities Purchase Agreement)

                OUTSTANDING CONTRACTUAL OBLIGATIONS

     On June 17, 2004, AMCON completed the acquisition of substantially
all of the assets of Trinity Springs Ltd., which included real estate,
water rights and equipment.  AMCON organized a newly formed, wholly-owned
subsidiary, which changed its name to Trinity Springs, Inc., to acquire
the assets from the selling entity.   The acquisition consideration paid
by the subsidiary consisted of, among other things, (i) a royalty by
Trinity Springs, Inc. to the selling entity equal to the greater of 4% of
net sales of Trinity Springs, Inc. or $.03 per liter of water extracted
for commercial purposes from the source and (ii) 15% of the common stock
of Trinity Springs, Inc.  The selling entity has the right to elect to
have the water royalty paid in up to 41,666 shares of AMCON common stock
valued on the basis of the average closing price for the 30 days preceding
the date of issuance.  In addition, the selling entity can convert its 15%
of the common stock in Trinity Springs, Inc. into 16,666 shares of AMCON
common stock.

              SCHEDULE 4.5 (to Securities Purchase Agreement)

                      CERTAIN CHANGES AND EVENT

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.2
<SEQUENCE>8
<FILENAME>ex102sixthamendloanagrmnt.txt
<DESCRIPTION>SIXTH AMENDMENT TO LOAN AND SECURITY AGREEMENT
<TEXT>
                          EXHIBIT 10.2


LaSalle Bank NA
135 South LaSalle Street, Suite 425
Chicago, Illinois 60603
(312) 904-8490
Fax: (312)904-6109


June 28, 2004


AMCON Distributing Company
7405 Irvington Road
Omaha, Nebraska 68122

Re: Sixth Amendment

Gentlemen:

AMCON Distributing Company, a Delaware corporation ("Borrower") and
LaSalle Bank National Association, (in its individual capacity,
"LaSalle"), a national banking association for itself, as a Lender,
and as Agent ("Agent), for all lenders that are now or hereafter
parties to this Agreement (the "Lenders"), Gold Bank, a Kansas state
bank ("Gold Bank"), as a Lender, have entered into that certain Loan
and Security Agreement dated June 1, 2001 (the "Security Agreement").
From time to time thereafter, Borrower, Agent and Lenders may have
executed various amendments (each an "Amendment" and collectively the
"Amendments") to the Security Agreement (the Security Agreement and
the Amendments hereinafter are referred to, collectively as the
"Agreement"). Borrower, Agent and Lenders now desire to further amend
the Agreement as provided herein, subject to the terms and conditions
hereinafter set forth.

NOW, THEREFORE, in consideration of the foregoing recitals, the mutual
covenants and agreements set forth herein and other good and valuable
consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto hereby agree as follows:

1. The Agreement hereby is amended as follows:

   (a) Paragraph (6)(c) of Exhibit A of the Agreement is deleted in
its entirety and the following is substituted in its place:

       (c) Documentation Fee: Borrower shall pay to Agent, for the
Benefit of Lender a documentation fee of Three Thousand Five Hundred
and No/100 Dollars ($3,500.00), which fee shall be fully earned by
Agent and payable on June 30, 2004.

   (b) Paragraph (6) of Exhibit A of the Agreement is hereby amended
to add the following subparagraph (d):

       (d) Amendment Fee: Borrower shall pay to Agent for the Benefit
of Lender an amendment fee of Ten Thousand and No/l00 Dollars
($10,000.00), which fee shall be fully earned by Agent on the date of
this amendment and payable on June 30, 2004.

   (c) Exhibit A of the Agreement is hereby amended to add the
following provision:

19. OTHER PROVISIONS:

   (a) Guaranty for Trinity Springs, Ltd: Borrower shall cause to be
executed in favor of Borrower and delivered to Borrower the Guaranty
of William Wright of any and all indebtedness of Borrower to Trinity
Springs, Ltd in form and substance satisfactory to Agent, which
Guaranty shall provide that the maximum liability of the Guarantor
thereunder shall not exceed the sum of (i) the dollar amount of
aggregate payments made by Borrower, if any, pursuant to Borrower's
Guaranty dated June 17, 2004 in favor of Trinity Springs, Ltd.; plus
(ii) interest on such amount computed at the highest rate provided in
the Agreement; plus (iii) all costs and expenses, including, without
limitation, all court costs and reasonable attorneys' fees and
paralegals' fees paid or incurred by Agent in endeavoring to collect,
or in prosecuting any action against, the Guarantor under the Guaranty
of William Wright.

   (b) Additional Equity: Borrower shall cause an additional Ten
Million and No/100 Dollars ($10,000,000.00) to be raised (pursuant to
the issuance by Borrower of common stock, preferred stock (with a
dividend of up to 8.0% per annum) or subordinated debt with an
interest rate of no more than 8.0% per annum (pursuant to a
subordination agreement satisfactory to the Agent and which
subordinated debt may be issued with or without warrants to purchase
common stock of Borrower) as follows: (i) $2,500,000.00 to have been
received by Borrower no later than June 15, 2004 for the purchase of
Trinity Springs, Ltd. water bottling operation located outside Sun
Valley, Idaho, for the working capital of TSL Acquisition Corp., and
(ii) the remaining $7,500,000.00 to be received by Agent no later than
September 1, 2004 for the repayment of the existing sub-debt due in
2004, all in terms and substance acceptable to Agent in its sole
discretion.

   (c) Consent to Acquisition: Relative to the purchase of the assets
of Trinity Springs, Ltd. water bottling operation located outside Sun
Valley, Idaho (the "Purchase"), please let this letter serve to
confirm LaSalle's and Gold Bank' s consent to the Purchase, subject to
(i) Borrower's non- utilization of any of the availability to borrow
monies under the Agreement for the Purchase or for the working capital
of TSL Acquisition Corp., (ii) Borrower shall cause an additional
$10,000,000.00 of equity or subordinated debt with an interest rate of
not more than 8.0% per annum (pursuant to a subordination agreement
satisfactory to the Agent and which subordinated debt may be issued
with or without warrants to purchase common stock of Borrower) to be
raised (pursuant to the issuance by Borrower of common stock,
preferred stock (with a dividend of up to 8.0% per annum) or
subordinated debt of Borrower with an interest rate of not more than
8.0% per annum (pursuant to a subordination agreement satisfactory to
the Agent and which subordinated debt may be issued with or without
warrants to purchase common stock of Borrower), $2,500,000.00 of which
shall have been received by Borrower no later than June 15, for the
Purchase and for the working capital of TSL Acquisition Corp., and the
remaining $7,500,000.00 of which shall be received by Agent no later
than September 1, 2004 for the repayment of the existing sub-debt due
in 2004, (iii) Borrower completing the amended and restated Agreement
to add Hawaiian Natural Water Company, Inc., The Beverage Group, Inc.,
The Healthy Inc., Health Food Associates, Inc., and Chamberlin Natural
Foods, Inc. as additional borrowers and collateral by September 10,
2004, and in conjunction therewith, Gold Bank's revolving loans to
Hawaiian Natural Water Company and The Healthy Edge in an amount not
to exceed $2,750,000 principal with respect to Hawaiian Natural Water
Company and $2,000,000 principal with respect to The Healthy Edge
shall be paid off and (iv) all documentation and legal matters
pertaining to the Purchase being in form and substance satisfactory to
Agent including but not limited to, (a) a Guaranty executed by William
Wright in favor of Borrower limited to payments made by Borrower under
it's guaranty in the Purchase.

2. This Amendment shall not become effective until fully executed by
all parties hereto.

3. Except as expressly amended hereby and by any other supplemental
documents or instruments executed by either party hereto in order to
effectuate the transactions contemplated hereby, the Agreement and
Exhibit A thereto hereby are ratified and confirmed by the parties
hereto and remain in full force and effect in accordance with the
terms thereof.

                             LASALLE BANK NATIONAL ASSOCIATION,
                             a national banking association, as Agent
                             and a Lender

                             By: Joseph Fudacz
                                ------------------------------------
                                 Joseph Fudacz

                             Title: Senior Vice President

                             Pro Rata Percentage: 72.7273%
                             Maximum Loan Amount: $40,000,015.00


                             GOLD BANK. a Kansas state bank, as a
                             Lender

                             By: Mark Jannaman
                                ------------------------------------
                                 Mark Jannaman

                             Title: Vice President


                             Pro Rata Percentage: 27.2727%
                             Maximum Loan Amount: $14,999,98


ACKNOWLEDGED AND AGREED TO
this 26th day of July, 2004:

AMCON DISTRIBUTING COMPANY

By: Michael D. James
   ------------------------
    Michael D. James

Title: Vice President & CFO

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.15
<SEQUENCE>9
<FILENAME>ex1015promnote2mil.txt
<DESCRIPTION>PROMISSORY NOTE FOR $2,828,440
<TEXT>
                              EXHIBIT 10.15

THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "ACT"), OR ANY STATE SECURITIES LAWS.  THIS NOTE MAY NOT BE
SOLD, PLEDGED, HYPOTHECATED, DONATED OR OTHERWISE TRANSFERRED, WHETHER OR NOT
FOR CONSIDERATION, (A) WITHOUT AN EFFECTIVE REGISTRATION STATEMENT UNDER THE
ACT, AND ANY APPLICABLE STATE SECURITIES LAWS, OR AN EXEMPTION FROM THE
REGISTRATION REQUIREMENTS THEREUNDER, AND (B) EXCEPT AS OTHERWISE PERMITTED
BY THE TERMS OF THIS NOTE.

                          SECURED PROMISSORY NOTE

$2,828,440                                                      June 17, 2004

     1.  Principal Amount. For value received, TSL ACQUISITION CORP.
(hereinafter referred to as "Maker"), unconditionally promises to pay to the
order of TRINITY SPRINGS LTD., an Idaho corporation ("Trinity"), at 160 7th
Street W. #2C, P.O. Box 8810, Ketchum, Idaho 83340, or to such other place
and in such other manner as Trinity may from time to time designate, the
principal sum of TWO MILLION EIGHT HUNDRED TWENTY-EIGHT THOUSAND FOUR HUNDRED
FORTY AND 00/100 DOLLARS ($2,828,440.00).

     2.  Interest.  Interest shall accrue on the unpaid principal amount
hereof from the date hereof at the rate of five percent (5%) per annum,
compounded annually.

     3.  Post Maturity Interest; Computation of Interest.  Any amount of
principal and/or interest hereof which is not paid when due, whether at
stated maturity, by acceleration or otherwise, shall bear interest from the
date when due until said principal and/or interest amount is paid in full,
payable on demand, at an interest rate which is one percent (1%) per annum in
excess of the rate of interest otherwise payable under this Note.  Interest
shall be computed on the basis of a year of 365 days or the actual number of
days elapsed.  No provision of this Note shall require the payment or permit
the collection of interest in excess of the maximum permitted by law.  If any
excess of interest in such respect is herein or in such other instrument
provided for, or shall be adjudicated to be so provided for herein or in such
other instrument, Maker shall not be obligated to pay such interest in excess
of the maximum amount permitted by law and the right to demand the payment of
any such excess shall be and hereby is waived.  This provision shall control
any other provision of this Note or such other instrument.  If any such
excess interest shall have been paid by Maker it shall automatically be
treated as a permitted additional prepayment of principal.

     4.  Payments.  The principal sum and interest thereon shall be payable
as follows:

         a.  The principal sum due hereunder and interest shall be due and
payable, computed on the basis of an amortization period of one hundred
twenty (120) months, in sixty (60) consecutive monthly installments, all such
installments to be in the amount of thirty thousand and 00/100 dollars
($30,000.00) each, commencing July 1, 2004, and on the 1st day of each
consecutive month thereafter, such payments to be applied first in payment of
interest due on unpaid principal and the balance to be applied in reduction
of principal, and the remaining principal balance, if any, together with
interest thereon, shall be due and payable on June 1, 2009.

         b.  All payments to Trinity shall be delivered to the following
address:

                 160 7th Street W. #2C
                 P.O. Box 8810
                 Ketchum, Idaho 83340
                 Attention: Chief Financial Officer

         c.  Payments shall be deemed to have been made on the date received
by Trinity.

         d.  Subject to Section 5 of this Note, all or any portion of the
indebtedness evidenced hereby may be prepaid at any time without premium or
penalty.

         e.  Each payment shall be made in lawful money of the United States
which shall be legal tender in payment of all debts and dues, public and
private, at the time of payment, and shall be credited first to interest then
due and the remainder shall be applied to principal.

     5.  Prepayment.

         a.  Mandatory Prepayment.  In the event of any liquidation or
winding up of Maker, or in the event Maker shall at any time sell the
Seller's Water Rights, Maker shall apply the cash proceeds of such sale of
the Seller's Water Rights or liquidation to prepay this Note.  Maker shall
make such prepayment no later than five (5) days after Maker receives such
cash proceeds of such sale or liquidation.  For the purposes of this Note, a
"liquidation" shall mean any merger, acquisition, sale of voting control (in
which the shareholders of Maker immediately prior to the transaction do not
own a majority of the outstanding shares or other equity interests of the
surviving entity) or a sale of substantially all the assets of Maker.

         b.  Voluntary Prepayment.  All or any portion of the indebtedness
evidenced hereby may be prepaid at any time without premium or penalty.

     6.  Asset Purchase Agreement.  This Note is being executed pursuant to
that certain Asset Purchase Agreement dated April 24, 2004 and amended on
June 17, 2004 (the "Asset Purchase Agreement"), by and among Trinity, Maker
and AMCON Distributing Company, the parent of Maker ("AMCON"), pursuant to
which Maker is purchasing from Trinity substantially all of its assets, upon
the terms and subject to the conditions contained therein.  Capitalized terms
used but not otherwise defined herein shall have the meaning set forth in the
Asset Purchase Agreement.

     7.  Security.  Maker's obligations under this Note shall be secured by
(i) certain of the Assets pursuant to that certain Security Agreement dated
the same date hereof between Maker and Trinity (the "Security Agreement"),
and (ii) the Real Property pursuant to that certain Mortgage dated of even
date herewith (the "Mortgage") executed by Maker in favor of Trinity.

     8.  Guaranty.  Maker's obligations under this Note shall be guaranteed
by AMCON pursuant to that certain Guaranty and Suretyship Agreement (the
"Guaranty") dated the same date hereof executed by AMCON in favor of Trinity.

     9.  Events of Default.  The occurrence of any one or more of the
following events shall constitute an event of default ("Event of Default")
hereunder:

          a.  Maker shall fail to pay any amount under this Note when due,
whether at maturity, by acceleration or otherwise, and such failure continues
for five (5) days after Trinity provides written notice of such failure to
Maker;

          b.  an Event of Default shall have occurred under that certain
Secured Promissory Note dated the same date hereof in the principal amount of
$500,000 issued by Maker in favor or Trinity (the "Three Year Note"), when
due, whether at maturity, by acceleration or otherwise

          c.  Maker shall fail to pay any installment when due of the Water
Royalty pursuant to Section 11.1 of the Asset Purchase Agreement and such
failure shall continue for a period of five (5) days after Trinity provides
written notice of such failure to Maker; provided, however, that in the event
any amount of the Water Royalty is subject to any bona fide dispute, an Event
of Default hereunder shall not occur unless Maker fails to pay the amount of
the Water Royalty that is not in dispute when originally due (subject to the
five (5) day notice and right to cure period) or fails to pay the disputed
amount finally adjudicated to be due by a court of competent jurisdiction
from which no further appeal may be effected, and such payment is not made
within twenty (20) days after the judgment of such court becomes final and no
longer subject to appeal;

         d.  any representation, warranty or covenant of Maker made in this
Note, the Three Year Note, the Security Agreement, or the Mortgage is or
shall become incorrect or misleading in any material respect, and such breach
and/or failure continues for thirty (30) days after Trinity provides written
notice of such breach and/or failure to Maker;

         e.  any representation, warranty or covenant of AMCON under the
Guaranty, is or shall become incorrect or misleading in any material respect,
and such breach and/or failure continues for thirty (30) days after Trinity
provides written notice of such breach and/or failure to Maker;

         f.  a default shall occur in (i) the payment when due (subject to
applicable grace periods), whether by maturity, acceleration or otherwise, of
any indebtedness in excess of $100,000 of Maker or AMCON or (ii) the
performance or observance of any obligation, covenant or condition with
respect to such indebtedness, if the effect of such default is to accelerate,
or to permit the acceleration of, the maturity of such indebtedness;
provided, however, that the occurrence of the events described in clause (i)
and/or (ii) shall not be an Event of Default if Maker or AMCON, as the case
may be, is contesting such matter in good faith (for a reasonable period of
time given the applicable circumstances) and thereafter makes payment of the
amount determined to be due and/or refinances such indebtedness within thirty
(30) days of such determination;

         g.  Maker shall: (i) file any proceeding in bankruptcy or
reorganization; (ii) make an assignment for the benefit of creditors; or
(iii) fail to vacate, discharge or dismiss within ninety (90) days of its
initiation either:  (x) the filing of a proceeding in bankruptcy against it;
or (y) the appointment of a receiver or trustee for all or any part of
Maker's assets or property.

     10.  Remedies.  Upon the occurrence of an Event of Default, Trinity at
its option will have all rights and remedies of a secured party under the
Uniform Commercial Code of the State of Idaho ("UCC"), and other applicable
laws.  In addition to the foregoing rights and remedies, upon the occurrence
of an Event of Default, Trinity shall have the right to declare all amounts
due hereunder to be immediately due and payable, whereupon all such amounts
shall become immediately due and payable, without further notice, demand or
presentment of any kind (provided that in the event of a default described in
clause (g) of the foregoing paragraph, all amounts due hereunder
automatically shall become due and payable, without declaration, notice,
demand or presentment of any kind).  Maker promises to pay all costs of
collection, including, but not limited to, reasonable attorneys' fees, incurred
by Trinity on account of such collection, whether or not suit is filed hereon.

     11.  Right of Offset.  Amounts of interest and/or principal due or to
become due to Trinity hereunder are subject to Maker's right to offset under
Section 12.7 of the Asset Purchase Agreement.

     12.  Miscellaneous.

         a.  Maker waives presentment, protest and demand, notice of protest,
demand and dishonor and nonpayment of this Note.

         b.  The time of payment of this Note, or any installment thereof may be
extended from time to time without notice to Maker, endorsers, guarantors,
sureties and all other parties liable for payment of any sum or sums due or to
become due under the terms of this Note.  No extension of the time for the
payment of this Note or any installment hereof made by agreement with any person
now or hereafter liable for the payment of this Note shall operate to release,
discharge, modify, change or affect the original liability under this Note,
either in whole or in part, of Maker hereunder or any other person now or
hereafter liable for the payment of this Note who is not a party to such
agreement.

         c.  If any one or more of the covenants, agreements, terms or
provisions contained in this Note shall be invalid, illegal or unenforceable in
any respect, the validity of the remaining covenants, agreements, terms or
provisions contained herein shall be in no way affected, prejudiced, limited or
impaired thereby.

         d.  Maker agrees that this Note shall be deemed to have been made under
and shall be governed by, and construed in accordance with, the laws of the
state of Idaho (without regard to its conflicts of law rules) in all respects,
including, without limitation, matters of construction, validity and
performance, and that none of its terms or provisions may be waived, altered,
modified or amended except as Trinity may consent thereto in a writing duly
signed by it.

         e.  The headings, titles and subtitles herein are inserted for
convenience of reference only and are to be ignored in any construction of the
provisions hereof. The term "Maker" as defined herein includes the heirs,
personal representatives, successors and assigns of Maker.

         f.  Trinity, as the holder of this Note, and any subsequent holder of
this Note, shall not sell, pledge, hypothecate, donate or otherwise transfer or
convey, whether or not for consideration, to any person, any interest in this
Note representing less than the entire amount of this Note and the entire amount
of indebtedness evidenced by this Note, but rather, any holder of this Note may
only sell, pledge, hypothecate, donate or otherwise transfer or convey such
holder's entire interest in this Note representing the entire amount of this
Note and the entire amount of indebtedness evidenced by this Note.

     IN WITNESS WHEREOF, Maker has executed and delivered this Note on the day
and year first above written.
Maker:

                                   TSL ACQUISITION CORP.

                                   William F. Wright
                                   ----------------------
                                   Name:  William F. Wright
                                   Title:  Chairman of the Board and
                                            Chief Executive Officer

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.16
<SEQUENCE>10
<FILENAME>ex1016promnote500.txt
<DESCRIPTION>PROMISSORY NOTE FOR $500,000
<TEXT>
                                EXHIBIT 10.16


THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "ACT"), OR ANY STATE SECURITIES LAWS.  THIS NOTE MAY NOT BE
SOLD, PLEDGED, HYPOTHECATED, DONATED OR OTHERWISE TRANSFERRED, WHETHER OR NOT
FOR CONSIDERATION, (A) WITHOUT AN EFFECTIVE REGISTRATION STATEMENT UNDER THE
ACT, AND ANY APPLICABLE STATE SECURITIES LAWS, OR AN EXEMPTION FROM THE
REGISTRATION REQUIREMENTS THEREUNDER, AND (B) EXCEPT AS OTHERWISE PERMITTED
BY THE TERMS OF THIS NOTE.

                             SECURED PROMISSORY NOTE

$500,000                                                        June 17, 2004

     1.  Principal Amount. For value received, TSL ACQUISITION CORP.
(hereinafter referred to as "Maker"), unconditionally promises to pay to the
order of TRINITY SPRINGS LTD., an Idaho corporation ("Trinity"), at 160 7th
Street W. #2C, P.O. Box 8810, Ketchum, Idaho 83340, or to such other place
and in such other manner as Trinity may from time to time designate, the
principal sum of FIVE HUNDRED THOUSAND AND NO/100 DOLLARS ($500,000.00).

     2.  Interest.  Interest shall accrue on the unpaid principal amount
hereof from the date hereof at the rate of five percent (5%) per annum,
compounded annually.

     3.  Post Maturity Interest; Computation of Interest.  Any amount of
principal and/or interest hereof which is not paid when due, whether at
stated maturity, by acceleration or otherwise, shall bear interest from the
date when due until said principal and/or interest amount is paid in full,
payable on demand, at an interest rate which is one percent (1%) per annum in
excess of the rate of interest otherwise payable under this Note.  Interest
shall be computed on the basis of a year of 365 days or the actual number of
days elapsed.  No provision of this Note shall require the payment or permit
the collection of interest in excess of the maximum permitted by law.  If any
excess of interest in such respect is herein or in such other instrument
provided for, or shall be adjudicated to be so provided for herein or in such
other instrument, Maker shall not be obligated to pay such interest in excess
of the maximum amount permitted by law and the right to demand the payment of
any such excess shall be and hereby is waived.  This provision shall control
any other provision of this Note or such other instrument.  If any such
excess interest shall have been paid by Maker it shall automatically be
treated as a permitted additional prepayment of principal.

     4.  Payments.  The principal sum and interest thereon shall be payable
as follows:

         a.  Interest only shall be due and payable quarterly commencing on
July 1, 2004, and continuing quarterly on October 1, January 1, April 1, and
July 1 thereafter.  The principal sum due hereunder together with accrued and
unpaid interest thereon shall be due and payable on the third anniversary of
the date of this Note.

         b.  All payments to Trinity shall be delivered to the following
address:

             160 7th Street W. #2C
             P.O. Box 8810
             Ketchum, Idaho 83340
             Attention: Chief Financial Officer

         c.  Payments shall be deemed to have been made on the date received
by Trinity.

         d.  Subject to Section 5 of this Note, all or any portion of the
indebtedness evidenced hereby may be prepaid at any time without premium or
penalty.

         e.  Each payment shall be made in lawful money of the United States
which shall be legal tender in payment of all debts and dues, public and
private, at the time of payment, and shall be credited first to interest then
due and the remainder shall be applied to principal.

     5.  Prepayment.

         a.  Mandatory Prepayment.  In the event of any liquidation or
winding up of Maker, or in the event Maker shall at any time sell the
Seller's Water Rights, Maker shall apply the cash proceeds of such sale of
the Seller's Water Rights or liquidation to prepay this Note.  Maker shall
make such prepayment no later than five (5) days after Maker receives such
cash proceeds of such sale or liquidation.  For the purposes of this Note, a
"liquidation" shall mean any merger, acquisition, sale of voting control (in
which the shareholders of Maker immediately prior to the transaction do not
own a majority of the outstanding shares or other equity interests of the
surviving entity) or a sale of substantially all the assets of Maker.

         b.  Voluntary Prepayment.  All or any portion of the indebtedness
evidenced hereby may be prepaid at any time without premium or penalty.

     6.  Asset Purchase Agreement.  This Note is being executed pursuant to
that certain Asset Purchase Agreement dated April 24, 2004, and as amended on
June 17, 2004 (the "Asset Purchase Agreement"), by and among Trinity, Maker
and AMCON Distributing Company, the parent of Maker ("AMCON"), pursuant to
which Maker is purchasing from Trinity substantially all of its assets, upon
the terms and subject to the conditions contained therein.  Capitalized terms
used but not otherwise defined herein shall have the meaning set forth in the
Asset Purchase Agreement.

     7. Security.  Maker's obligations under this Note shall be secured by
(i) certain of the Assets pursuant to that certain Security Agreement dated
the same date hereof between Maker and Trinity (the "Security Agreement"),
and (ii) the Real Property pursuant to that certain Mortgage dated of even
date herewith (the "Mortgage") executed by Maker in favor of Trinity.

     8.  Guaranty.  Maker's obligations under this Note shall be guaranteed
by AMCON pursuant to that certain Guaranty and Suretyship Agreement (the
"Guaranty") dated the same date hereof executed by AMCON in favor of Trinity.

     9.  Events of Default.  The occurrence of any one or more of the
following events shall constitute an event of default ("Event of Default")
hereunder:

         a.  Maker shall fail to pay any amount under this Note when due,
whether at maturity, by acceleration or otherwise, and such failure continues
for five (5) days after Trinity provides written notice of such failure to
Maker;

         b.  an "Event of Default" shall have occurred under that certain
Secured Promissory Note dated the same date hereof in the principal amount of
$2,828,440 issued by Maker in favor or Trinity (the "Ten Year Note"), when
due, whether at maturity, by acceleration or otherwise;

         c.  Maker shall fail to pay any installment when due of the Water
Royalty pursuant to Section 11.1 of the Asset Purchase Agreement and such
failure shall continue for a period of five (5) days after Trinity provides
written notice of such failure to Maker; provided, however, that in the event
any amount of the Water Royalty is subject to any bona fide dispute, an Event
of Default hereunder shall not occur unless Maker fails to pay the amount of
the Water Royalty that is not in dispute when originally due (subject to the
five (5) day notice and right to cure period) or fails to pay the disputed
amount finally adjudicated to be due by a court of competent jurisdiction
from which no further appeal may be effected, and such payment is not made
within twenty (20) days after the judgment of such court becomes final and no
longer subject to appeal;

         d.  any representation, warranty or covenant of Maker made in this
Note, the Ten Year Note, the Security Agreement, or the Mortgage is or shall
become incorrect or misleading in any material respect, and such breach
and/or failure continues for thirty (30) days after Trinity provides written
notice of such breach and/or failure to Maker;

         e.  any representation, warranty or covenant of AMCON under the
Guaranty, is or shall become incorrect or misleading in any material respect,
and such breach and/or failure continues for thirty (30) days after Trinity
provides written notice of such breach and/or failure to Maker;

         f.  a default shall occur in (i) the payment when due (subject to
applicable grace periods), whether by maturity, acceleration or otherwise, of
any indebtedness in excess of $100,000 of Maker or AMCON or (ii) the
performance or observance of any obligation, covenant or condition with
respect to such indebtedness, if the effect of such default is to accelerate,
or to permit the acceleration of, the maturity of such indebtedness;
provided, however, that the occurrence of the events described in clause (i)
and/or (ii) shall not be an Event of Default if Maker or AMCON, as the case
may be, is contesting such matter in good faith (for a reasonable period of
time given the applicable circumstances) and thereafter makes payment of the
amount determined to be due and/or refinances such indebtedness within thirty
(30) days of such determination; or

         g.  Maker shall: (i) file any proceeding in bankruptcy or
reorganization; (ii) make an assignment for the benefit of creditors; or
(iii) fail to vacate, discharge or dismiss within ninety (90) days of its
initiation either: (x) the filing of a proceeding in bankruptcy against it;
or (y) the appointment of a receiver or trustee for all or any part of
Maker's assets or property.

     10.  Remedies.  Upon the occurrence of an Event of Default, Trinity at
its option will have all rights and remedies of a secured party under the
Uniform Commercial Code of the State of Idaho ("UCC"), and other applicable
laws.  In addition to the foregoing rights and remedies, upon the occurrence
of an Event of Default, Trinity shall have the right to declare all amounts
due hereunder to be immediately due and payable, whereupon all such amounts
shall become immediately due and payable, without further notice, demand or
presentment of any kind (provided that in the event of a default described in
clause (g) of the foregoing paragraph, all amounts due hereunder
automatically shall become due and payable, without declaration, notice,
demand or presentment of any kind).  Maker promises to pay all costs of
collection, including, but not limited to, reasonable attorneys' fees,
incurred by Trinity on account of such collection, whether or not suit is
filed hereon.

     11.  Right of Offset.  Amounts of interest and/or principal due or to
become due to Trinity hereunder are subject to Maker's right of offset under
Section 12.7 of the Asset Purchase Agreement.

     12.  Miscellaneous.

          a.  Maker waives presentment, protest and demand, notice of
protest, demand and dishonor and nonpayment of this Note.

          b.  The time of payment of this Note, or any installment thereof
may be extended from time to time without notice to Maker, endorsers,
guarantors, sureties and all other parties liable for payment of any sum or
sums due or to become due under the terms of this Note.  No extension of the
time for the payment of this Note or any installment hereof made by agreement
with any person now or hereafter liable for the payment of this Note shall
operate to release, discharge, modify, change or affect the original
liability under this Note, either in whole or in part, of Maker hereunder or
any other person now or hereafter liable for the payment of this Note who is
not a party to such agreement.

         c.  If any one or more of the covenants, agreements, terms or
provisions contained in this Note shall be invalid, illegal or unenforceable
in any respect, the validity of the remaining covenants, agreements, terms or
provisions contained herein shall be in no way affected, prejudiced, limited
or impaired thereby.

         d.  Maker agrees that this Note shall be deemed to have been made
under and shall be governed by, and construed in accordance with, the laws of
the state of Idaho (without regard to its conflicts of law rules) in all
respects, including, without limitation, matters of construction, validity
and performance, and that none of its terms or provisions may be waived,
altered, modified or amended except as Trinity may consent thereto in a
writing duly signed by it.

         e.  The headings, titles and subtitles herein are inserted for
convenience of reference only and are to be ignored in any construction of
the provisions hereof.  The term "Maker" as defined herein includes the
heirs, personal representatives, successors and assigns of Maker.

         f.  Trinity, as the holder of this Note, and any subsequent holder
of this Note, shall not sell, pledge, hypothecate, donate or otherwise
transfer or convey, whether or not for consideration, to any person, any
interest in this Note representing less than the entire amount of this Note
and the entire amount of indebtedness evidenced by this Note, but rather, any
holder of this Note may only sell, pledge, hypothecate, donate or otherwise
transfer or convey such holder's entire interest in this Note representing
the entire amount of this Note and the entire amount of indebtedness
evidenced by this Note.

     IN WITNESS WHEREOF, Maker has executed and delivered this Note on the
day and year first above written.


                                 Maker:

                                 TSL ACQUISITION CORP.

                                 William F. Wright
                                 -------------------------
                                 Name: William F. Wright
                                 Title: Chairman of the Board and Chief
                                          Executive Officer


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.17
<SEQUENCE>11
<FILENAME>ex1017securitygrmnt.txt
<DESCRIPTION>SECURITY AGREEMENT
<TEXT>
                          EXHIBIT 10.17

                        SECURITY AGREEMENT

     This Security Agreement (the "Agreement") is given as of the 17th day
of June, 2004 by TSL ACQUISITION CORP. (the "Debtor"), whose address is
7405 Irvington Road, Omaha, Nebraska 68122, to TRINITY SPRINGS LTD., an
Idaho corporation ("Trinity"), whose address is 160 7th Street W. #2C,
P.O. Box 8810, Ketchum, Idaho 83340.

     Preliminary Statement.  Contemporaneous herewith, the Debtor is
executing and delivering to Trinity (a) a Promissory Note in the original
principal amount of FIVE HUNDRED THOUSAND DOLLARS AND 00/100 DOLLARS
($500,000.00) (the "Three Year Note"); (b) a Promissory Note in the
original principal amount of TWO MILLION EIGHT HUNDRED TWENTY EIGHT
THOUSAND FOUR HUNDRED FORTY AND 00/100 DOLLARS ($2,828,440.00) (the "Ten
Year Note"); and (c) an Asset Purchase Agreement dated as of April 24,
2004, and as amended on June 17, 2004 (the "Purchase Agreement"), among
Debtor, Trinity and AMCON Distributing Company, the parent of Debtor
("AMCON"), pursuant to which, in Section 11.1 of the Purchase Agreement,
Debtor has agreed to make certain royalty payments to Trinity (the "Water
Royalty").  To secure the payment of the Three Year Note, the Ten Year
Note and the Water Royalty, and in consideration for Trinity's execution,
delivery and performance of the Purchase Agreement, the Debtor is
executing and delivering to Trinity (x) this Agreement to grant Trinity a
security interest in certain of the Assets; and (y) a Mortgage (the
"Mortgage") to grant Trinity a security interest in Real Property.

     NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the Debtor and Trinity agree
as follows:

     1.  Defined Terms.  All capitalized terms used but not otherwise
defined herein shall have the meaning set froth in the Purchase Agreement.


     2.  Grant of Security Interest.  The Debtor hereby grants, conveys,
mortgages, pledges, transfers and assigns to Trinity a continuing first-
priority security interest in all of the Debtor's right, title and
interest in and to the property and rights listed in Exhibit A attached
hereto (collectively, the "Collateral").

     3.  Security for Obligations.  This Agreement secures the payment and
performance of all present and future obligations of the Debtor to Trinity
under the Three Year Note, the Ten Year Note and the Water Royalty,
together with any amounts expended by or on behalf of Trinity for the
protection, preservation and collection of the security interest granted
herein by the Debtor to Trinity, including, without limitation, reasonable
attorneys fees (collectively, the "Obligations").

     4.  Representations and Covenants.  Debtor hereby represents,
warrants and covenants to Trinity that:  (a) Debtor shall own the
Collateral free and clear of any lien, security interest, claim or
encumbrance, except for (i) any lien, security interest, claim or
encumbrance on the Collateral that existed prior to the Closing of the
transaction contemplated in the Purchase Agreement; (ii) the security
interest granted by this Agreement, (iii) any subordinate lien or
subordinate security interest hereafter created by Debtor, and (iv) any
purchase money security interest in property hereafter acquired by Debtor;
(b) Debtor will notify Trinity in writing at least thirty (30) days prior
to any change in Debtor's name, address or form of entity; (c) all of the
Collateral is kept at the place where delivered to Debtor by Trinity and
Debtor promptly will notify Trinity at least thirty (30) days prior to any
change in location of any Collateral; and (d) except in the ordinary
course of Debtor's business consistent with past practices, Debtor will
not sell or offer to sell, assign, lease or otherwise dispose of any
material portion of the Collateral without Trinity's prior written
consent, not to be unreasonably withheld or delayed.

     5.  Further Assurances.

         a.  The Debtor agrees that from time to time, at the sole expense
of the Debtor, the Debtor shall promptly execute and deliver all further
instruments and documents, and take all further action, that may be
necessary or desirable, or that Trinity may reasonably request, in order
to perfect and protect any security interest granted or purported to be
granted hereby or to enable Trinity to exercise and enforce its rights and
remedies hereunder with respect to any Collateral.  Without limiting the
generality of the foregoing, the Debtor shall execute and file such
financing or continuation statements, or amendments thereto, as Trinity
may request, and shall execute a Mortgage and/or Deed of Trust or any
other document reasonably requested by Trinity to perfect Trinity's first
priority security interest in the Water Rights which is the subject of the
Water Royalty.

         b.  The Debtor hereby authorizes Trinity to file one or more
financing or continuation statements, and amendments thereto, relating to
all or any part of the Collateral, without the signature of the Debtor to
the extent permitted by law.  A copy of this Agreement shall be sufficient
as a financing statement to the extent permitted by law.

     6.  Trinity's Duties.  The powers conferred on Trinity hereunder are
solely to protect its interest in the Collateral and shall not impose any
duty upon it to exercise any such powers.  Except for the safe custody of
any Collateral in its possession and the accounting for monies actually
received by it hereunder, Trinity shall have no duty as to any Collateral
or as to the taking of any necessary steps to preserve rights against
other parties or any other rights pertaining to any Collateral.

     7.  Debtor Remains Liable.  Notwithstanding anything herein to the
contrary, (a) the Debtor shall remain liable under the contracts and
agreements included in the Collateral, if any, to the extent set forth
therein to perform all of its duties and obligations thereunder to the
same extent as if this Agreement had not been executed, (b) the exercise
by Trinity of any of its rights hereunder shall not release the Debtor
from any of its duties or obligations under any contracts and agreements
included in the Collateral, and (c) Trinity shall not have any obligation
or liability under any contracts and agreements included in the Collateral
by reason of this Agreement, nor shall Trinity be obligated to perform any
of the obligations or duties of the Debtor thereunder or to take any
action to collect or enforce any claim for payment assigned thereunder.

      8.  Events of Default.  The occurrence of any one or more of the
following events shall constitute an event of default ("Event of Default")
hereunder:

          a.  An "Event of Default" as described in the Three Year Note;

          b.  An "Event of Default" as described in the Ten Year Note;

          c.  Debtor shall fail to pay any installment when due of the
Water Royalty pursuant to Section 11.1 of the Asset Purchase Agreement and
such failure shall continue for a period of five (5) days after Trinity
provides written notice of such failure to Debtor; provided, however, that
in the event any amount of the Water Royalty is subject to any bona fide
dispute, an Event of Default hereunder shall not occur unless Debtor fails
to pay the amount of the Water Royalty that is not in dispute when
originally due (subject to the five (5) day notice and right to cure
period) or fails to pay the disputed amount finally adjudicated to be due
by a court of competent jurisdiction from which no further appeal may be
effected, and such payment is not made within twenty (20) days after the
judgment of such court becomes final and no longer subject to appeal;

     9.  Remedies.  If any Event of Default shall have occurred:

         a.  Trinity shall have the right to take immediate possession of
the Collateral, and (i) to require the Debtor to assemble the Collateral,
at the Debtor's expense, and make it available to Trinity at a place
designated by Trinity which is reasonably convenient to both parties, and
(ii) to enter any of the premises of the Debtor or wherever any of the
Collateral shall be located, and to keep and store the same on such
premises until sold or otherwise realized upon (and if such premises are
the property of the Debtor, the Debtor agrees not to charge Trinity for
storage thereof).

         b.  Trinity shall have the right to sell or otherwise dispose of
all or any Collateral at public or private sale or sales, with such notice
as may be required by law, all as Trinity, in its sole discretion, may
deem advisable.  The Debtor agrees that ten (10) days written notice to
the Debtor of any public or private sale or other disposition of such
Collateral shall be reasonable notice thereof, and such sale shall be at
such locations as Trinity may designate in such notice.  Trinity shall
have the right to conduct such sales on the Debtor's premises, without
charge therefor.  All public or private sales may be adjourned from time
to time in accordance with applicable law.  Trinity shall have the right
to sell, lease or otherwise dispose of such Collateral, or any part
thereof, for cash, credit or any combination thereof, and Trinity may
purchase all or any part of such Collateral at public or, if permitted by
law, private sale and, in lieu of actual payment of such purchase price,
may set off the amount of such price against the Obligations.

         c.  Trinity may exercise in respect of the Collateral, in
addition to other rights and remedies provided for herein, all the rights
and remedies of a secured party on default under the Uniform Commercial
Code or otherwise available at law or in equity.

         d.  All rights and remedies of Trinity after a default shall be
cumulative.  No waiver by Trinity of any default will waive any other
default or the same default on a different occasion.

         e.  Debtor hereby authorizes and empowers Trinity, and appoints
Trinity as attorney in fact of Debtor, which authorization, power and
appointment, being coupled with an interest, is irrevocable until payment
of all Obligations, at any time after a default, in Trinity's sole and
absolute discretion, to: (a) request, in Debtor's name, Trinity's name or
the name of a third party, confirmation from any account debtor or party
obligated under or with respect to any Collateral of the amount shown by
the accounts or other Collateral to be payable, or any other matter stated
therein; (b) endorse in Debtor's name and to collect any chattel paper,
checks, notes, drafts, instruments or other items of payment tendered to
or received by Trinity in payment of any account or other obligation owing
to Debtor with respect to any Collateral; (c) notify, either in Debtor's
name or Trinity's name, and/or to require Debtor to notify, any account
debtor or other person obligated under or in respect of any Collateral, of
the fact of Trinity's lien thereon and of the collateral assignment
thereof to Trinity; and (d) demand, collect, surrender, release or
exchange all or any part of any Collateral or any amounts due thereunder
or with respect thereto, or compromise or extend or renew for any period
(whether or not longer than the initial period) any and all sums which are
now or may hereafter become due or owing upon or with respect to any of
the Collateral, or enforce, by suit or otherwise, payment or performance
of any of the Collateral either in Trinity's own name or in the name of
Debtor.  Under no circumstances shall Trinity be under any duty to act in
regard to any of the foregoing matters and nothing herein shall be deemed
an assignment to, or assumption by, Trinity of any obligations or
liabilities under or with respect to any Collateral, all of which
obligations and liabilities shall remain Debtor's sole responsibility.

     10.  Indemnity and Expenses.

          a.  The Debtor agrees to indemnify Trinity from and against any
and all claims, losses and liabilities arising out of or relating to this
Agreement and/or any of the Obligations (including, without limitation,
enforcement of this Agreement and Trinity's exercise of its rights and
remedies hereunder).

          b.  The Debtor shall upon demand pay to Trinity the amount of
any and all expenses, including, without limitation, the fees and
disbursements of its counsel and of any experts and agents, which Trinity
may incur following an Event of Default in connection with (i) the
administration of this Agreement, (ii) the custody, preservation, use of,
or the sale of, collection from, or other realization upon, any of the
Collateral, (iii) the exercise or enforcement of any of the rights of
Trinity hereunder, or (iv) the failure by the Debtor to perform or observe
any of the provisions hereof.  All such fees, expenses and disbursements
shall be deemed Obligations that are secured by this Agreement.

     11.  Notice.  All notices, requests and demands to or upon a party
hereto shall be given in writing at the addresses set forth above and in
accordance with the notices provisions set forth in the Mortgage.
     12.  Governing Law.  This Agreement shall be governed by and
construed in accordance with the internal laws of the State of Idaho
without giving effect to any choice of law rules thereof; provided,
however, that if any of the Collateral shall be located in any
jurisdiction other than Idaho, the laws of such jurisdiction shall govern
the method, manner and procedure for foreclosure of Trinity's lien upon or
other interest in such Collateral and the enforcement of Trinity's other
remedies in respect of such Collateral to the extent that the laws of such
jurisdiction are different from or inconsistent with the laws of Idaho.

     13.  Miscellaneous.  No amendment or waiver of any provision of this
Agreement nor consent to any departure by the Debtor herefrom, shall in
any event be effective unless the same shall be in writing and signed by
the party against whom enforcement of such amendment, waiver or consent is
sought, and then such waiver or consent shall be effective only in the
specific instance and for the specific purpose for which given.  The
paragraph and section headings herein are solely for convenience and shall
not be deemed to limit or otherwise affect the meaning or construction of
any part of this Agreement.  This document shall be construed without
regard to any presumption or rule requiring construction against the party
causing such document or any portion thereof to be drafted.  If any
provision or provisions of this Agreement shall be unlawful, then such
provision or provisions shall be null and void, but the remainder of the
Agreement shall remain in full force and effect and be binding on the
parties.  A facsimile or other electronically transmitted signature of the
Debtor shall be deemed an original signature.

     IN WITNESS WHEREOF, the Debtor has caused this Agreement to be
executed and delivered by its duly authorized representative as of the
date first above written.

                                       TSL ACQUISITION CORP.
                                       By: William F. Wright
                                          --------------------------
                                       Name:  William F. Wright
                                       Title: Chairman of the Board and
                                                Chief Executive Officer






                                EXHIBIT A

     a.  Collateral.  All Tangible Personal Property (but excluding
Inventory), Governmental Authorizations (including, without limitation,
the Seller's Water Rights or the Real Property, the Real Property Leases
and all Appurtenances thereto), the Intellectual Property Rights, Records,
and all other tangible and intangible property acquired by Debtor from
Trinity, pursuant to the terms of the Purchase Agreement other than and
excluding, for all purposes, Inventory and Accounts Receivable.

     b.  Products and Proceeds.  All accessions, additions, attachments,
improvements, substitutions and replacements thereto and therefor, and all
proceeds, products, offspring, rents, issues, profits and returns of and
from any of the Collateral described in subsection (a) above and, to the
extent not otherwise included, all payments under any insurance policy or
payments (whether or not Trinity is the loss payee thereof), and any
indemnity, warranty or guaranty, payable by reason of loss or damage to or
otherwise with respect to any of the foregoing Collateral.

     c.  Capitalized Terms.  All capitalized terms in this Agreement and
Exhibit B, not otherwise defined herein, shall have the meaning given to
such terms by the Purchase Agreement.

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.18
<SEQUENCE>12
<FILENAME>ex1018sharhlderagrnt.txt
<DESCRIPTION>SHAREHOLDERS AGREEMENT
<TEXT>
                           Exhibit 10.18

                       SHAREHOLDERS AGREEMENT

     THIS SHAREHOLDERS AGREEMENT (this "Agreement") is made as of June 17,
2004, by and among TSL Acquisition Corp., a Delaware corporation (the
"Company"), AMCON Distributing Company, a Delaware corporation ("AMCON"), and
Trinity Springs Ltd., an Idaho corporation ("Trinity").  AMCON and Trinity
are hereinafter sometimes referred to collectively as "Shareholders" or
individually as a "Shareholder."

                           R E C I T A L S

     A.  AMCON, Trinity and the Company are all parties to that certain Asset
Purchase Agreement, dated April 24, 2004, and as amended on June 17, 2004
(the "Purchase Agreement").

     B.  AMCON owns 94,440 shares of Company Common Stock and Trinity owns
16,666 shares of Company Common Stock, which shares represent all of the
issued and outstanding Company Common Stock.

     C.  The Shareholders and the Company have determined that it is in the
best interests of the Shareholders and the Company that management of the
Company be conducted in an orderly manner as hereinafter provided.

     D.  The Shareholders desire to provide for the rights and obligations
set forth herein.

     NOW, THEREFORE, the Shareholders and the Company agree as follows:

     1.  Definitions. As used in this Agreement, the following terms shall
have the following meanings:

         "Affiliated Organic Change" shall have the meaning set forth in
Section 6.2.

         "Agreement" shall have the meaning assigned to such term in the
introductory paragraph of this Agreement.

         "AMCON" shall have the meaning assigned to such term in the
introductory paragraph of this Agreement.

         "AMCON Common Stock" shall mean the shares of common stock, par
value $.01 per share, of AMCON.

         "AMCON Indemnitee" shall have the meaning assigned to such term in
Section 5.10(b).

         "Business Day" shall mean any day excluding (i) Saturday, (ii)
Sunday, (iii) any day which is a legal holiday in the State of Idaho, and
(iv) any day on which banking institutions located in such state are
generally not open for the conduct of regular business.

         "Capital Stock Holder" shall have the meaning assigned to such term
in Section 7.2(b).

         "Company" shall have the meaning assigned to such term in the
introductory paragraph of this Agreement.

         "Company Common Stock" shall mean the shares of common stock, par
value $.01 per share, of the Company.

         "Demand Registration" shall have the meaning assigned to such term
in Section 7.1(a).

         "Effective Time" shall have the meaning assigned to such term in
Section 5.2.

         "Exchange" shall have the meaning assigned to such term in
Section 5.1.

         "Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended, and the rules and regulations promulgated thereunder.

         "Exchange Period" shall have the meaning assigned to such term in
Section 5.1.

         "Exchange Ratio" shall have the meaning assigned to such term in
Section 5.1.

         "Involuntary Transfer" shall mean any Transfer (or proposed
Transfer) of Company Common Stock (1) pursuant to the exercise of remedies by
the secured lender under a pledge, mortgage or other encumbrance of Company
Common Stock granted by a Trinity Shareholder to secure a debt or other
obligation, (2) pursuant to a bankruptcy or insolvency proceeding of Trinity
Shareholder, (3) pursuant to a judicial order, legal process, execution,
attachment or garnishment, or (4) pursuant to the dissolution, winding-up,
termination of, or liquidating distribution by, Trinity on or before the
first anniversary of this Agreement or by any other Trinity Shareholder at
any time.

         "Losses" shall have the meaning assigned to such term in
Section 7.10(a).

         "Net Book Value" shall mean the net book value of the Company
determined in accordance with generally accepted accounting principles using
the Company's unaudited (or audited if available) financial statements as of
the end of the annual period last completed immediately preceding the date on
which the option to purchase under Section 8.2(b) arises hereunder, which
statements shall be prepared in accordance with generally accepted accounting
principles.

         "Organic Change" shall mean any recapitalization, reorganization,
reclassification, consolidation, merger, sale of all or substantially all of
AMCON's or the Company's assets or other transaction, which in each case is
effected in such a manner that holders of AMCON Common Stock or Company
Common Stock, as the case may be, are entitled to receive (either directly or
upon subsequent liquidation) securities or assets with respect to or in
exchange for AMCON Common Stock or Company Common Stock, as the case may be.

         "Person" shall mean and include natural persons, corporations,
limited liability companies, limited partnerships, general partnerships,
joint stock companies, joint ventures, associations, companies, trusts,
banks, trust companies, land trusts, business trusts or other organizations,
whether or not legal entities, and governments and agencies and political
subdivisions thereof and their respective permitted successors and assigns
(or in the case of a governmental Person, the successor functional equivalent
of such Person).

         "Piggyback Registration" shall have the meaning assigned to such
term in Section 7.2(a).

         "Prospective Purchaser" shall have the meaning assigned to such term
in Section 8.2(a).

         "Prospective Sale" shall have the meaning assigned to such term in
Section 8.2(a).

         The terms "register," "registered," and "registration" shall mean a
registration effected by the preparation and filing of a Registration
Statement in compliance with the Securities Act, and the declaration or
ordering of effectiveness of such Registration Statement by the SEC.

         "Purchase Agreement" shall have the meaning set forth in the
Recitals.

         "Registrable Shares" shall mean (i) any shares of AMCON Common Stock
acquired by Trinity in the Exchange; and (ii) any AMCON Common Stock or other
equity securities issued or issuable with respect to the securities referred
to in clause (i) by way of a stock dividend or stock split or in connection
with a combination of shares, recapitalization, merger, consolidation or
other reorganization; provided, however, that Registrable Shares shall not
include any securities (a) registered and sold pursuant to the Securities
Act, (b) sold to the public pursuant to Rule 144 promulgated under the
Securities Act (together with any successor rule, "Rule 144") or (c) held by
Trinity in any case, provided such securities may be sold immediately under
Rule 144 without registration.

         "Registration Expenses" shall mean all expenses incident to AMCON's
performance of or compliance with Section 7 of this Agreement, including
without limitation all (i) registration, qualification and filing fees; (ii)
fees and expenses of compliance with securities or blue sky laws (including
reasonable fees and disbursements of counsel in connection with blue sky
qualifications of any Registrable Shares being registered); (iii) printing
expenses, messenger, telephone and delivery expenses; (iv) internal expenses
of AMCON (including, without limitation, all salaries and expenses of
officers or employees of AMCON performing legal or accounting duties); (v)
fees and disbursements of counsel for AMCON and customary fees and expenses
for independent certified public accountants retained by AMCON (including the
expenses of any comfort letters or costs associated with the delivery by
independent certified public accountants of comfort letters customarily
requested by underwriters); (vi) fees and expenses of listing any Registrable
Shares on any securities exchange on which the securities are then listed;
and (vii) fees and disbursements of underwriters customarily paid by issuers
or sellers of securities, but excluding any Selling Expenses.

         "Registration Rights" shall mean the rights of Trinity to cause
AMCON to register the Registrable Shares pursuant to Section 7 following the
exchange by Trinity of Company Common Stock for AMCON Common Stock pursuant
to Section 5.

         "Registration Statement" shall mean any registration statement or
similar document that covers any of the Registrable Shares pursuant to the
provisions of this Agreement, including the prospectus or preliminary
prospectus included therein, all amendments and supplements to such
Registration Statement, including post-effective amendments, all exhibits to
such Registration Statement and all material incorporated by reference in
such Registration Statement.

         "Reverse Stock Split" shall mean the one-for-six reverse stock split
described in AMCON's proxy statement dated March 3, 2004 which will become
effective on or about May 11, 2004, if stockholder approval thereof is
obtained.

         "SEC" shall mean the Securities and Exchange Commission.

         "Securities Act" shall mean the Securities Act of 1933, as amended,
and the rules and regulations promulgated thereunder.

         "Selling Expenses" shall mean all underwriting discounts, selling
commissions, and stock transfer taxes applicable to the securities registered
by Trinity and any fees of counsel to Trinity.

         "Selling Shareholder" shall have the meaning assigned to such term
in Section 8.2(a).

         "Shares" shall mean in all cases, except where the context clearly
requires otherwise, all shares of Company Common Stock owned by the
Shareholders.

         "Shareholder" shall have the meaning assigned to such term in the
introductory paragraph of this Agreement.

         "Shareholder Indemnitee" shall have the meaning assigned to such
term in Section 7.10(a).

         "Tag Along Offer" shall have the meaning assigned to such term in
Section 8.3(a).

         "Tag Along Offer Period" shall have the meaning assigned to such
term in Section 8.3(c).

         "Third-Party Claim" shall have the meaning assigned to such term in
Section 7.10(c).

         "Transfer" means a sale, assignment, conveyance, gift, exchange,
disposition or other transfer, whether voluntary or involuntary, by operation
of law or otherwise; provided, however, that a pledge or hypothecation shall
not be considered a Transfer, but the exercise of remedies thereunder by the
secured lender shall be an Involuntary Transfer.

         "Trinity" shall have the meaning assigned to such term in the
introductory paragraph of this Agreement.

         "Trinity Shareholder(s)" shall mean Trinity and its permitted
transferees.

     2.  Contribution.  AMCON agrees to contribute, or has previously
contributed, $500,000 to the Company in exchange for AMCON'S 94,400 shares of
Company Common Stock, representing eighty-five percent (85%) of the
outstanding capital stock of the Company (the "Initial Contribution").  The
Initial Contribution shall represent the purchase price for such shares and
shall not be considered debt.

     3.  Management of the Company.

         3.1.  Composition of the Board. One (1) director shall be designated
for nomination by the Board of Directors exclusively by the Board of
Directors of Trinity, unless Trinty liquidates or dissolves, in which event,
the nomination shall be made by a majority-in-interest of the Trinity
Shareholder(s), who shall initially be Walter Robb.  All of the remaining
directors shall be designated for nomination by the Board of Directors
exclusively by AMCON.

         3.2.  Agreement to Vote Shares. At any annual or special
stockholders' meeting called for the purpose of electing members of the Board
of Directors of the Company, and whenever stockholders act by written consent
with respect to the election of members of the Board of Directors of the
Company, each of the Shareholders agrees to vote all of the Shares held or
controlled by such Shareholder having voting rights with respect to the
election of directors, and the Company agrees to take any and all actions
necessary, to cause:

               a.  the election as directors of the Company of the
individuals designated by AMCON for nomination by the Board of Directors; and

               b.  the election as a director of the Company of the
individual designated by Trinity in accordance with the terms of Section 3.1
above, who shall initially be Walter Robb.
         3.3.  Removal and Vacancy of Directors. In the event either AMCON or
Trinity (through its Board of Directors or a majority-in-interest of its
stockholders upon the liquidation or dissolution of Trinity) wishes to remove
a director who has been elected as its own nominee to the Board of Directors
of the Company, the other Shareholder(s) shall vote for or consent to such
removal. In the event a vacancy in the office of a director is caused by
death, resignation, retirement or removal of a director, the vacancy shall be
filled by appointing or electing the nominee of the Shareholder(s) whose
nominee is so deceased, resigned, retired or removed.

         3.4.  Required Votes; Location of Meetings. Except as otherwise
provided in this Agreement, the Certificate of Incorporation or Bylaws of the
Company, or applicable law, all actions by the Board shall be accomplished by
the vote of at least a simple majority of the Board members present at a duly
called meeting or by written unanimous consent. All meetings of the Board of
Directors shall take place at a location determined by AMCON.

         3.5.  Reimbursable Expenses. The Company shall bear all reasonable
travel and related expenses incurred by each Director to attend any meetings
of the Board of Directors.

     4.  Financing the Company.

         4.1.  Consent Rights for Additional Equity Financings.  The Company
represents and warrants that as of the date of this Agreement and after
AMCON's payment of the Initial Contribution and the issuance of shares of
Company Common Stock in exchange thereof, the authorized capital stock of the
Company consists of 200,000 shares of Company Common Stock, of which 111,106
shares are issued and outstanding, 94,400 of which are owned by AMCON and
16,666 of which are owned by Trinity.  There are no outstanding options,
warrants or other rights to subscribe for or acquire shares of capital stock
of the Company. All additional funds that are required for the operation of
the Company shall be in the form of non-convertible borrowings from either
unaffiliated third parties or AMCON and the Company shall be prohibited from
issuing any additional equity securities, or any other security convertible
into equity securities, unless AMCON and Trinity (through its Board of
Directors or the holders of a majority of the shares of Company Common Stock
owned by the Trinity Shareholder(s) if Trinity dissolves or liquidates)
approve such other form of financing and/or stock issuance.

         4.2.  AMCON Guarantee Fee.  If AMCON guarantees any indebtedness of
the Company owed to a Person unaffiliated with AMCON, AMCON shall be entitled
to receive from the Company an annual guarantee fee in an amount equal to
1.5% (150 basis points) of the average principal amount of the guaranteed
indebtedness that is outstanding throughout such calendar year.  Such fee
shall be payable to AMCON by the Company in quarterly installments within
twenty (20) days after the end of each calendar quarter after the date a
guarantee is executed by AMCON until such time as no amount is being
guaranteed by AMCON.  The Company and Trinity agree that AMCON is under no
obligation to guarantee any indebtedness of the Company.

         4.3.  Limitation on Interest Rates Charged by AMCON.  If AMCON or
any affiliate of AMCON agrees to loan any funds to the Company, the interest
rate on any such loan shall not exceed the weighted average interest rate
then being charged on AMCON's indebtedness for borrowed money owed to
unaffiliated third parties, plus 1.5% (150 basis points). The Company and
Trinity agree that AMCON is under no obligation to loan any funds to the
Company.

     5.  Exchange Right.

         5.1.  Exchange.  At any time after the date hereof, (the "Exchange
Period"), Trinity (but not any subsequent transferee) shall have the right to
exchange all, but not less than all, of the Company Common Stock then owned
by it for AMCON Common Stock (the "Exchange").  Such right of Exchange shall
be terminated with respect to any shares of Company Common Stock that are
Transferred by Trinity. Subject to adjustment as provided in Section 5.3,
upon Trinity's exercise of the Exchange, each share of Company Common Stock
shall be exchanged for one (1) share of AMCON Common Stock (the "Exchange
Ratio").  The one-for-one Exchange Ratio has been agreed after giving effect
to the Reverse Stock Split. No fractional shares of AMCON Common Stock shall
be issued; the total number of shares of AMCON Common Stock to be issued in
the Exchange shall be rounded to the nearest whole number of shares.

         5.2.  Exchange Procedure.

               a.  The Exchange shall be deemed to have occurred when AMCON
has received all of the following items (the "Effective Time"):

                   i.  a completed Exchange Agreement, in the form of Exhibit
A hereto, executed by Trinity and dated the actual date of execution thereof;
and

                  ii.  the certificate representing the Company Common Stock
being exchanged, duly endorsed, or accompanied by a duly executed stock
power, for transfer to AMCON.

              b.  The certificate for the shares of AMCON Common Stock being
issued in the Exchange shall be delivered by AMCON to Trinity within 5
Business Days after the Effective Time.

              c.  The shares of AMCON Common Stock issuable in connection
with the Exchange shall be deemed to have been issued to Trinity at the
Effective Time, and Trinity shall be deemed for all purposes to have become
the record holder of such shares of AMCON Common Stock at the Effective Time.
Nothing contained in this Agreement shall be construed as conferring upon
Trinity any rights whatsoever as a shareholder of AMCON prior to the
Effective Time.  No dividends shall be payable or accrued in respect of the
AMCON Common Stock issuable in connection with the Exchange until the
Effective Time.
              d.  The issuance of the certificate for the AMCON Common Stock
in connection with the Exchange shall be made without charge to Trinity for
any issue or transfer tax or other incidental expense in respect of the
issuance of such certificate, all of which taxes and expenses shall be paid
by AMCON, and such certificate shall be issued in the name of Trinity. Each
share of AMCON Common Stock issuable in connection with the Exchange shall be
fully paid and nonassessable and free from all taxes, liens and charges.

              e.  AMCON shall at all times reserve and keep available out of
its authorized but unissued shares of AMCON Common Stock solely for the
purpose of issuance in connection with the Exchange, the number of shares of
AMCON Common Stock issuable in connection with the Exchange.

         5.3.  Adjustment of Exchange Ratio.  The Exchange Ratio is subject
to adjustment from time to time as follows:

              a.  Subdivision or Combination.  If AMCON or the Company at any
time subdivides (by any share split, dividend or otherwise) or combines (by
reverse share split or otherwise) the AMCON Common Stock or Company Common
Stock, respectively, into a greater or smaller amount of shares, the Exchange
Ratio in effect immediately prior to such subdivision or combination shall be
proportionately adjusted.

              b.  Reorganization, Reclassification, Consolidation, Merger or
Sale. Prior to the consummation of any Organic Change involving AMCON, AMCON
shall make lawful and adequate provision (in form and substance reasonably
satisfactory to Trinity) to ensure that Trinity shall thereafter have the
right to acquire and receive, in lieu of or in addition to (as the case may
be) the AMCON Common Stock immediately theretofore acquirable and receivable
upon Exchange of its Company Common Stock, such securities or assets as may
be issued or payable with respect to or in exchange for the amount of AMCON
Common Stock immediately theretofore acquirable and receivable upon exchange
of such Company Common Stock had such Organic Change not taken place. Prior
to the consummation of any Organic Change involving the Company, AMCON and
the Company shall make lawful and adequate provision (in form and substance
reasonably satisfactory to Trinity) to ensure that Trinity shall thereafter
have the right to acquire and receive in exchange for the securities or
assets as may be issued or payable with respect to or in exchange for the
Company Common Stock held by it immediately prior to the Organic Change, the
amount of AMCON Common Stock immediately theretofore acquirable and
receivable upon Exchange of its Company Common Stock had such Organic Change
not taken place.

              c.  No Avoidance. Neither AMCON nor the Company will, by
charter amendment or by reorganization, transfer of assets, consolidation,
merger, dissolution, issue or sale of securities, or any other voluntary
action, avoid or seek to avoid the observance or performance of any terms of
this Section 5, but will at all times in good faith assist in the carrying
out of all such terms and in the taking of all such action as may be
necessary or appropriate in order to protect the rights of Trinity against
impairment.
              d.  Certificates of Adjustment.  In each case of an adjustment
or readjustment of the Exchange Ratio, AMCON, at its expense, will furnish
Trinity with a certificate, signed by AMCON's Chief Financial Officer or
Treasurer, showing such adjustment or readjustment and stating in detail the
facts upon which such adjustment or readjustment is based.

     6.  Organic Change of the Company.  In addition to the rights provided
to Trinity in Section 5.3(b):

         6.1.  Prohibition. Neither AMCON nor the Company will cause an
Organic Change of the Company to occur on or before the third anniversary of
the date of this Agreement, unless such Organic Change has been approved by
(i) the Board of Directors of Trinity, if prior to the distribution of all of
the Shares (or the shares of AMCON Common Stock into which the Shares have
been Exchanged), or (ii) a majority of the Trinity Shareholders if after such
distribution.  Additionally, neither AMCON nor the Company will cause an
Organic Change of the Company to occur unless the successor entity agrees to
assume the Buyer's obligations contained in Section 11.1 of the Purchase
Agreement, subject however, to the "Buyer's Termination Right" set forth in
Section 11.1 of the Purchase Agreement (which right may be assigned to or
exercised by such successor entity).

         6.2.  Appraisal Rights.  In the event of an Organic Change between
the Company, on the one hand, and AMCON and/or an affiliate of AMCON, on the
other hand, (an "Affiliated Organic Change"), each of Trinity and/or each
Trinity Shareholder (or any successor), as the case may be, shall have the
right to have its Company Common Stock appraised to determine its fair market
value as of the date of such Organic Change.  Such appraisal will be prepared
by a single qualified independent appraiser that is mutually approved by the
Company and Trinity (through its Board of Directors or a majority of the
Trinity Shareholders upon dissolution or liquidation or Trinity) electing
such appraisal right.

         6.3.  Option. Upon the consummation of an Affiliated Organic Change,
each Trinity Shareholder shall be entitled to receive the consideration that
it is entitled to receive in connection with such Affiliated Organic Change
(as finally determined pursuant to the appraisal process set forth in Section
6.2) in either (a) cash or (b) capital stock or other ownership interests of
the surviving entity.  If a Trinity Shareholder elects to receive an
ownership interest in the surviving entity, its rights under this Agreement,
including, without limitation, its right to convert its ownership interest
into AMCON Common Stock, shall survive such conversion and the surviving
entity shall agree to be bound by the terms and conditions set forth in this
Agreement as if it were the Company.

         6.4.  No Avoidance. Neither AMCON nor the Company will, by charter
amendment or by reorganization, transfer of assets, consolidation, merger,
dissolution, issue or sale of securities, or any other voluntary action,
avoid or seek to avoid the observance or performance of any terms of this
Section 6, but will at all times in good faith assist in the carrying out of
all such terms and in the taking of all such action as may be necessary or
appropriate in order to protect the rights of Trinity against impairment.

     7.  Registration Rights.

         7.1.  Demand Registration.

               a.  If any time after the Effective Time, AMCON shall receive
a written request from Trinity that AMCON file a Registration Statement
covering the registration of the amount of Registrable Shares specified in
the written request of Trinity (a "Demand Registration"), then AMCON shall
use its commercially reasonable efforts to effect, as soon as practicable,
the registration of such Registrable Shares and shall include in such
registration all Registrable Shares specified in such notice.

               b.  If Trinity intends to distribute the Registrable Shares
covered by its request by means of an underwritten public offering, it shall
so advise AMCON as a part of its request made pursuant to Section 7.1(a). All
Persons proposing to sell Registrable Shares or additional securities through
such underwriting (including AMCON as provided in this Section 7.1(b) and any
other holder of securities permitted to participate in such registration
pursuant to this Section 7.1(b)) shall enter into an underwriting agreement
in customary form with the underwriter or underwriters selected by AMCON for
such underwriting (which underwriters shall be reasonably acceptable to
Trinity), upon the terms and conditions agreed upon between AMCON and such
underwriter(s).  Notwithstanding any other provision of this Section 7.1(b),
if the underwriter(s) advise AMCON in writing that marketing or other factors
require that less than 100% of the Registrable Shares requested by Trinity
and any additional securities to be included by AMCON (or others) be included
in the underwriting, then AMCON shall so advise Trinity, and the amount of
securities (including Registrable Shares) that will be included in the
underwriting shall be so reduced as follows: first, the securities to be
registered by holders other than AMCON and Trinity, pro rata, based upon the
aggregate holdings of each investor, second, the securities to be registered
by AMCON, and lastly the Registrable Shares to be registered by the Trinity
Stockholders.  Subject to the preceding sentence, AMCON may include
securities for its own account (or for the account of other holders) in such
registration if the underwriter(s) so agree and to the extent that, in the
opinion of such underwriter(s), the inclusion of such additional amount will
not adversely affect the offering of the Registrable Shares included in such
registration.

               c.  Trinity will be entitled to request pursuant to this
Section 7.1 two (2) Demand Registrations.  A Demand Registration shall not be
counted for purposes of this Section 7.1 unless such Registration Statement
has been ordered declared effective by the SEC.  Trinity shall have the right
to cancel any Demand Registration when, in its discretion, market conditions
are unfavorable to an offering pursuant to such Demand Registration;
provided, subject to the proviso in Section 7.6, such cancelled Demand
Registration will be counted for purposes of this Section 7.1(c), unless the
Registration Expenses are paid by Trinity.

         7.2.  Piggyback Registration.

               a.  If AMCON shall determine to register any AMCON Common
Stock for its own account, other than: (i) a registration relating solely to
employee benefit plans or (ii) a registration relating solely to a
transaction pursuant to Rule 145 promulgated under the Securities Act (a
"Piggyback Registration"), AMCON will (A) promptly give to Trinity at least
20 days written notice thereof; and (B) include in such registration (and any
related qualification under blue sky laws or other compliance), and in any
underwriting involved therein, all the Registrable Shares specified in a
written request or requests by Trinity, made within 5 days after receipt of
such written notice from AMCON.

               b.  Notwithstanding any other provision of this Section 7.2,
if the managing underwriter (or AMCON, if the Piggyback Registration is not
being underwritten) determines in good faith that marketing factors require a
limitation of the number of shares to be registered, the managing underwriter
(or AMCON, if the Piggyback Registration is not being underwritten) may limit
the number of Registrable Shares of Trinity to be included in the
registration and underwriting. In the event that the number of Registrable
Shares or other securities are to be limited, AMCON shall notify Trinity in
writing (and any other holder of capital stock of AMCON entitled to include
securities in such underwriting (a "Capital Stock Holder")), of the amount of
Registrable Shares or other securities to be included in the registration and
underwriting based on the following order of priority: (A) first, the
securities proposed by AMCON to be sold for its own account; and (B) second,
the Registrable Securities of Trinity and the securities of any Capital Stock
Holder requested to be included in such registration and underwriting, in
proportion, as nearly as practicable, to the respective amounts of securities
requested by each such Person to be included in the Piggyback Registration.

               c.  AMCON shall not be required to include any Registrable
Shares in such underwriting unless Trinity enters into an underwriting
agreement with the underwriter(s) selected by AMCON in customary form, and
upon terms and conditions agreed upon between AMCON and such underwriter(s)
(except as to monetary obligations of Trinity not contemplated by
Section 7.6).

         7.3.  Registration Procedure. Whenever required under this Agreement
to effect the registration of any Registrable Shares, AMCON shall use its
commercially reasonable efforts to do the following as promptly as
practicable:

               a.  prepare and file with the SEC a Registration Statement
with respect to such Registrable Shares and cause such Registration Statement
to become effective, and, upon the request of Trinity, keep such Registration
Statement effective for up to one hundred eighty (180) days or such shorter
period as shall be required to sell all of the Registrable Shares covered by
such Registration Statement;

               b.  prepare and file with the SEC such amendments, post-
effective amendments and supplements to such Registration Statement and the
prospectus used in connection with such Registration Statement as may be
necessary to comply with the provisions of the Securities Act with respect to
the disposition of all Registrable Shares covered by such Registration
Statement;

               c.  furnish to the Trinity, without charge, such number of
copies of a prospectus, including a preliminary prospectus, and any
amendments or supplements thereto as Trinity may reasonably request;

               d.  register and qualify the Registrable Shares covered by
such Registration Statement under such other securities or blue sky laws of
such jurisdictions as shall be reasonably requested by Trinity; provided,
however, that AMCON shall not be required to qualify to do business, file a
general consent to service of process or subject itself to taxation in any
such states or jurisdictions where it would not otherwise be required to so
qualify to do business or consent to service of process or subject itself to
taxation;

               e.  cooperate with Trinity and the underwriters, if any,
participating in the disposition of such Registrable Shares and their
respective counsel in connection with any filings required to be made with
the National Association of Securities Dealers, Inc.;

               f.  in the event of any underwritten public offering, enter
into and perform its obligations under an underwriting agreement, in usual
and customary form, with the underwriter(s) of such offering, in accordance
with such terms and conditions as AMCON and the underwriter(s) may agree.
Trinity shall also enter into and perform its obligations under such an
agreement;

               g.  notify Trinity, at any time when a prospectus relating to
a Registration Statement covering Registrable Shares is required to be
delivered under the Securities Act, of the occurrence of any event as a
result of which the prospectus included in such Registration Statement, as
then in effect, includes an untrue statement of a material fact or omits to
state a material fact required to be stated therein or necessary to make the
statements therein not misleading in the light of the circumstances then
existing; provided that Trinity first agrees to maintain the confidentiality
of, and not to trade on, such information until such time as AMCON's counsel
has advised that public disclosure has been made and a reasonable waiting
period thereafter has elapsed; and

               h.  in the case of an underwritten public offering, furnish,
at the request of Trinity, on the date that such Registrable Shares are
delivered to the underwriters for sale in connection with a registration
pursuant to this Agreement, (i) an opinion of counsel representing AMCON for
the purposes of such registration, and (ii) a letter addressed to the
underwriters from independent certified public accountants of AMCON, in each
case to be dated such date and to be in form and substance as is customarily
given by counsel or independent certified public accountants, as the case may
be, to underwriters in an underwritten public offering.

         7.4.  Right to Withdraw Registration.

               a.  Notwithstanding anything herein to the contrary, AMCON may
delay, suspend or withdraw any registration or qualification of Registrable
Shares required pursuant to Section 7.1 for a reasonable period of time if
AMCON in good faith determines that any such registration would adversely
affect an offering or contemplated offering of any securities of AMCON or any
other contemplated material corporate event; provided that such delay shall
not exceed ninety (90) days and shall only be exercised once in each twelve
month period.

               b.  Trinity agrees that, upon receipt of any notice from AMCON
of the occurrence of any event of the kind described in Section 7.4(a),
Trinity shall forthwith discontinue disposition of Registrable Shares
pursuant to the then current prospectus until the earliest of the following
events: (i) Trinity is advised in writing by AMCON that a new Registration
Statement covering the reoffer of Registrable Shares has become effective
under the Securities Act, (ii) Trinity receives copies of a supplemented or
amended prospectus contemplated by this Section 7, or (iii) until Trinity is
advised in writing by AMCON that the use of the then current prospectus may
be resumed. AMCON shall use its commercially reasonable efforts to limit the
duration of any discontinuance of disposition of Registrable Shares pursuant
to this paragraph.

               c.  AMCON shall have the right to terminate or withdraw any
registration initiated by it under Section 7.2 prior to the effectiveness of
such registration whether or not Trinity has elected to include securities in
such registration.

         7.5.  Obligation of Trinity to Furnish Information. It shall be a
condition precedent to the obligations of AMCON to take any action pursuant
to this Agreement with respect to any Registrable Shares that Trinity furnish
to AMCON such information regarding itself, the Registrable Shares held by
it, and the intended method of disposition of such Registrable Shares as
shall be required to effect the registration of Trinity's Registrable Shares

         7.6.  Registration Expenses. All Registration Expenses shall be
borne by AMCON. All Selling Expenses relating to securities registered by
Trinity pursuant to Section 7 shall be borne by Trinity.  Notwithstanding the
foregoing, if a registration does not become effective due to the withdrawal
of Registrable Shares as permitted by Section 7.1(c), then, at Trinity's
option, either (A) Trinity shall reimburse AMCON for Registration Expenses
incurred in complying with the request or (B) the aborted registration shall
be treated as having been declared or ordered effective for purposes of
Section 7.1(c); provided, however, that if at the time of such withdrawal of
Registrable Shares, Trinity has learned of a material adverse change in the
condition, business or prospects of AMCON from that known to Trinity at the
time of its request or AMCON is otherwise unable to effect and maintain the
registration of Trinity's Registrable Shares as provided in this Agreement,
then Trinity shall not be required to pay any of such Registration Expenses
and the aborted registration shall not be treated as having been declared or
ordered effective for purposes of Section 7.1(c).

         7.7.  Delay of Registration. Trinity shall not have any right to
obtain or seek an injunction restraining or otherwise delaying any such
registration as the result of any controversy that might arise with respect
to the interpretation or implementation of this Section 7.

         7.8.  Market Stand-Off Agreement.  With respect to any Demand
Registration or Piggyback Registration, Trinity agrees not to effect any
public sale or distribution of Registrable Shares (except as part of such
Piggyback Registration or Demand Registration), including a sale pursuant to
Rule 144, during the fifteen (15) Business Days prior to, and during the 90-
day period beginning on, the effective date of any such registration
statement, unless Trinity receives AMCON's prior written consent to such
public sale or distribution.  AMCON agrees to provide such consent unless
AMCON determines in good faith that any such sale or distribution would
adversely affect the offering or contemplated offering of Registrable Shares
pursuant to such Demand Registration or Piggyback Registration. Trinity
agrees that AMCON may instruct its transfer agent to place stop-transfer
notations in its records to enforce the provisions of this Section 7.8.  This
Section 7.8 shall supersede any conflicting provisions of this Agreement.

         7.9.  Termination of Registration Rights. All rights and duties
provided for in this Section 7 shall terminate on the earlier to occur of (a)
three years after the Effective Time or (b) at such time as all Registrable
Shares held by Trinity may be sold under Rule 144 of the Securities Act in a
six (6) month period.

         7.10.  Indemnification.

                a.  Indemnification by AMCON. In the event any Registrable
Shares are included in a Registration Statement pursuant to this Agreement,
AMCON hereby agrees to indemnify and hold harmless each of Trinity, its
directors and officers and each person, if any, who "controls" (within the
meaning of the Securities Act) Trinity (the "Shareholder Indemnitees")
against all losses, claims, damages, or liabilities, joint or several, or
actions in respect thereof ("Losses") to which such Shareholder Indemnitees
may become subject under the Securities Act, or otherwise, insofar as such
Losses arise out of, or are based upon, any untrue statement or alleged
untrue statement of any material fact contained in such Registration
Statement, any related preliminary prospectus, or any related prospectus or
any amendment or supplement thereto, or arise out of, or are based upon, the
omission or alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements therein not misleading,
and will reimburse such Shareholder Indemnitees for any legal or other
expenses reasonably incurred by it or them in connection with investigating
or defending any such Losses; provided, however, that AMCON will not be so
liable to the extent that any such Losses arise out of, or are based upon, an
untrue statement or alleged untrue statement of a material fact or an
omission or alleged omission to state a material fact in such Registration
Statement, such preliminary prospectus, or such prospectus, or any such
amendment or supplement thereto in reliance upon, and in conformity with,
written information furnished to AMCON by or on behalf of Trinity or an
underwriter specifically for use therein; provided further, that AMCON shall
not be liable, and this indemnification agreement shall not apply, to the
extent that any such Losses are solely attributable to the failure of Trinity
(or an underwriter or agent acting on its behalf) to deliver a final
prospectus (or amendment or supplement thereto) that corrects a material
misstatement or omission contained in the preliminary prospectus (or final
prospectus).

               b.  Indemnification by Trinity. With respect to written
information furnished to AMCON in connection with any registration pursuant
to the terms of this Agreement by or on behalf of Trinity specifically for
use in a Registration Statement, any related preliminary prospectus, or any
related prospectus or any supplement or amendment thereto, Trinity shall
indemnify and hold harmless AMCON, its directors and officers and each
person, if any, who "controls" (within the meaning of the Securities Act)
AMCON (the "AMCON Indemnitees") against any Losses to which such AMCON
Indemnitees may become subject under the Securities Act, or otherwise,
insofar as such Losses arise out of, or are based upon, any untrue statement
or alleged untrue statement of any material fact contained in such
Registration Statement, such preliminary prospectus, or such prospectus, or
any such amendment or supplement thereto that relates to the written
information furnished to AMCON by Trinity and is included in such document,
or arise out of, or are based upon, the omission or alleged omission to state
therein a material fact required to be stated therein or necessary to make
the statements therein not misleading  that relates to the written
information furnished to AMCON by Trinity or that should have been furnished
to AMCON by Trinity to be included in such document; and Trinity shall
reimburse such AMCON Indemnitees for any legal or other expenses reasonably
incurred by it or them in connection with investigating or defending any such
Losses, in each case to the extent, but only to the extent, that the same
arises out of, or is based upon, an untrue statement or alleged untrue
statement of a material fact or an omission or alleged omission to state a
material fact in such Registration Statement, such preliminary prospectus, or
such prospectus or any such amendment or supplement thereto in reliance upon,
and in conformity with, written information furnished to AMCON by or on
behalf of Trinity specifically for use therein.  In no event shall the
liability of Trinity hereunder be greater in amount than the dollar amount of
the proceeds received by Trinity upon the sale of the Registrable Shares
giving rise to such indemnification obligation.
               c.  Conduct of Indemnification Proceedings. Promptly after
receipt by an indemnified party hereunder of notice of any claim or the
commencement of any action by a claimant not an indemnified party hereunder
("Third-Party Claim"), the indemnified party shall, if a claim for
indemnification in respect thereof is to be made by such indemnified party
against an indemnifying party, promptly notify such indemnifying party in
writing of such Third-Party Claim as soon as is reasonably practicable after
said claim is actually known to the indemnified party; provided, however,
that the right of an indemnified party to be indemnified hereunder in respect
of Third-Party Claims shall not be adversely affected by such indemnified
party's failure to notify the indemnifying party of such Third-Party Claim
unless, and then only to the extent that, an indemnifying party is actually
damaged or suffers any loss or incurs any additional expense as a result
thereof. If any such Third-Party Claim is brought against an indemnified
party, and it promptly notifies the indemnifying party thereof, the
indemnifying party shall be entitled to assume the defense thereof with
counsel selected by the indemnifying party and reasonably satisfactory to the
indemnified party. After the indemnifying party gives notice to the
indemnified party of its election to assume the defense of such Third-Party
Claim, (i) the indemnifying party shall not, except as provided below, be
liable to the indemnified party for any legal or other expense subsequently
incurred by the indemnified party in connection with the defense thereof,
(ii) the indemnifying party shall not be liable for the costs and expenses of
any settlement of such claim or action unless such settlement was effected
with the written consent of the indemnifying party or the indemnified party
waived any rights to indemnification hereunder in writing, in which case the
indemnified party may effect a settlement without such consent at its own
cost and expense, and (iii) the indemnified party shall be obligated to
cooperate with the indemnifying party in the investigation of such claim or
action; provided, however, that the indemnified party may employ their own
counsel to participate in the defense of a Third-Party Claim if they have
been advised by counsel in writing that, in the reasonable judgment of such
counsel, it is advisable for such indemnified party to be represented by
separate counsel due to the presence of a conflict of interest between such
indemnified party and the indemnifying party, and in such event the fees and
expenses of such separate counsel shall be paid by the indemnifying party;
provided further, that the indemnifying party shall not be liable for the
reasonable fees and expenses of more than one separate counsel at any time
for all such indemnified parties. An indemnifying party shall not, without
the prior written consent of the indemnified parties, settle, compromise or
consent to the entry of any judgment with respect to any pending or
threatened Third-Party Claim in respect of which indemnification may be
sought hereunder (whether or not the indemnified parties are actual or
potential parties to such Third-Party Claim) unless such settlement,
compromise or consent includes a release of such indemnified party reasonably
acceptable to such indemnified party from all liability arising out of such
Third-Party Claim, or unless the indemnifying party shall confirm in a
written agreement reasonably acceptable to such indemnified party that,
notwithstanding any federal, state or common law, such settlement, compromise
or consent shall not adversely affect the right of any indemnified party to
indemnification as provided in this Agreement.


               d.  Survival of Indemnification. The obligations under this
Section 7.10 shall survive the completion of any offering of Registrable
Shares in a Registration Statement pursuant to this Agreement, and otherwise.

     8.  Additional Rights and Obligations of the Trinity Shareholder(s).

         8.1.  Restrictions on Transfer.

               a.  Shareholders may not, directly or indirectly, Transfer any
Shares, except in compliance with the specific terms and provisions of this
Agreement allowing Transfer under certain situations.
               b.  Any Transfer of Shares permitted to be Transferred
pursuant to this Agreement shall be subject to the agreement by the
transferee of such Shares to be bound by all terms and conditions of this
Agreement.  Any attempt to Transfer Shares in violation of this Agreement
shall be null and void and neither the Company nor any transfer agent shall
give any effect in the Company's stock records to such attempted Transfer.

               c.  Notwithstanding anything to the contrary contained herein,
(i) for a period of one year from the date hereof, Trinity shall not Transfer
any Shares owned by it to its shareholders, whether by dividend, liquidating
or other distribution or otherwise; (ii) after one year from the date hereof,
(A) Trinity shall be permitted to Transfer Shares to its shareholders,
whether by dividend, liquidating or other distribution or otherwise; and (B)
such shareholders shall be permitted to Transfer such Shares received by them
to their spouse, lineal descendents or trusts established for the benefit of
any of the foregoing, without complying with the right of first refusal
provisions contained in Section 8.2 hereof, either voluntarily or
involuntarily, provided however, that prior to making any Transfer permitted
in this clause (ii) such transferee must execute and deliver to the Company a
copy of this Agreement and agree to be bound by the terms hereof; and (iii)
subject only to the compliance with applicable securities laws and the
provisions of Section 10.9 of the Purchase Agreement, after the exercise of
the Exchange, the shares of AMCON Common Stock received by Trinity shall be
freely tradable and the provisions of Sections 8.1 and 8.2 shall be null and
void and of no further force and effect.

               d.  Even if otherwise permitted by this Agreement, no Transfer
of any Shares may be made at any time which, in the sole and exclusive
opinion of legal counsel for the Company, would in any way or manner violate
any applicable law and/or regulation, including but not limited to securities
laws and/or regulations.  Prior to Transferring any Shares, the Shareholder
Transferring such interest must supply to the Company a legal opinion on
which the Company can rely stating that registration under applicable federal
or state securities laws is not required or that compliance is made with such
registration requirements.  The Company, in its sole and exclusive
discretion, may waive the legal opinion requirement before a Transfer.

     9.  Right of First Refusal.

               a.  If any Trinity Shareholder may Transfer its Shares without
violating any of the restrictions contained elsewhere in this Agreement, then
such Trinity Shareholder who desires to Transfer any or all of its Shares
(hereinafter referred to for purposes of this Section as the "Selling
Shareholder") and has a prospective purchaser who has signed a written
contract to purchase (which contract must be subject to the options set forth
herein and comply with the conditions set forth herein) (which contract
and/or transaction is hereinafter referred to for purposes of this Section as
the "Prospective Sale" and which purchaser is hereinafter referred to for
purposes of this Section as the "Prospective Purchaser") may do so only after
giving AMCON an option to purchase the Selling Shareholder's Shares.  AMCON's
option shall be upon the terms and conditions set forth herein and shall be
for the price and payment terms set forth in the Prospective Sale.  The
Prospective Sale must be for a cash price but may contain payment terms.  The
Selling Shareholder must give AMCON a written notice which sets forth the
true and complete identity of the Prospective Purchaser, the purchase price,
and the payment terms and which has attached a copy of the contract for the
Prospective Sale.

               b.  If any Shares owned by a Trinity Shareholder are presented
to the Company for Transfer following an Involuntary Transfer, then (i) such
presentation for Transfer shall be treated by the Company and AMCON as though
it were notice from the Trinity Shareholder of its intention to sell such
Shares at the price specified in the following sentence, (ii) AMCON shall
have the option to purchase such Shares as set forth in Section 8.2(c) and
(iii) such Trinity Shareholder shall be deemed a "Selling Shareholder".  The
purchase price per Share shall be equal to the fair market value of such
Shares, as determined by mutual agreement between the Selling Shareholder and
AMCON.  If the parties are unable to agree on such fair market value within
thirty (30) days after the proposed Involuntary Transfer such fair market
value will be conclusively determined by a qualified independent appraiser
selected in good faith by the Company.  The fee for the independent appraiser
will be shared equally by the Company and the Selling Shareholder.

               c.  AMCON shall have 30 days after receipt of the written
notice in Section 8.2(a), or the deemed notice pursuant to Section 8.2(b), to
send a written notice to the Selling Shareholder (and the proposed transferee
in the event of an Involuntary Transfer) stating whether it is going to
exercise its option.  If AMCON exercises the option, then AMCON shall
purchase the Selling Shareholder's Shares and the Selling Shareholder shall
sell its Shares for the price and upon the payment terms set forth in the
written notice in Section 8.2(a) or the deemed notice pursuant to
Section 8.2(b); provided, however, that in the event of an Involuntary
Transfer, the payment of the purchase price shall be paid to the proposed
transferee rather than the Selling Shareholder and upon payment to the
proposed transferee named in the request for transfer, neither the Company
nor AMCON shall be responsible to the Selling Shareholder for any excess of
the purchase price paid over the amount owed to such proposed transferee by
the Selling Shareholder or for any deficiency in the amount which the Selling
Shareholder owes to the proposed transferee.  AMCON is not required to comply
with any other terms contained in the written contract for the Prospective
Sale.  If AMCON does not respond to the written notice within such 30 days,
or waives such option, then it shall be deemed that the option has expired.

              d.  If AMCON does not purchase the Selling Shareholder's
Shares, then the Selling Shareholder may Transfer its Shares to the
Prospective Purchaser for the same price and upon the same payment terms set
forth in the notice and in the contract for the Prospective Sale, upon the
terms and conditions set forth in the Prospective Sale, at any time within 60
days after expiration of AMCON's option (or, in the case of an Involuntary
Transfer, the Company may register such Transfer); provided that:  (i) the
transaction and the Prospective Purchaser (or the proposed transferee) comply
with all requirements set forth in this Agreement, including, but not limited
to, the requirements for a legal opinion, requiring execution of this
Agreement and the compliance with the tag-along and drag-along provisions of
Sections 8.3 and 8.5, if applicable; (ii) the transaction does not violate
any of the terms and/or provisions of this Agreement; (iii) the Prospective
Purchaser (or the proposed transferee) can legally own the Shares; and (iv)
the transaction does not violate any applicable laws or cause the Company to
be in violation of any applicable laws.

         8.3.  Tag Along Sales.

               a.  Notwithstanding any other provision hereof, if at any time
AMCON desires to Transfer its Shares to an unaffiliated third party, AMCON
shall give notice to the Trinity Shareholder(s) of its intention to Transfer
any or all of its Shares to the buyer, and AMCON undertakes to procure that
the buyer shall make an offer (the "Tag Along Offer") to each of the Trinity
Shareholder(s).  If AMCON fails to procure that the buyer makes an offer to
acquire Shares of the Trinity Shareholder(s) in accordance herewith, AMCON
shall be required to buy Shares from the Trinity Shareholder(s) in accordance
with the terms set out herein.

               b.  The Tag Along Offer shall be made on the same terms and
conditions as the offer made by the buyer to AMCON, including the price per
Share thereof, and shall identify the buyer.

               c.  The Tag Along Offer shall be sent to each Trinity
Shareholder and shall be open for acceptance for fifteen (15) Business Days
(the "Tag-Along Offer Period") from the date of receipt of the Tag Along
Offer.  In the event that any Trinity Shareholder elects to accept the Tag
Along Offer, such Trinity Shareholder shall have the right to Transfer such
number of its Shares which is equal to the product of (i) the total number of
Shares to be sold to the buyer and (ii) a fraction, the numerator of which
shall equal the total number of Shares owned by the Trinity Shareholder , and
the denominator of which shall equal the total number of Shares owned by all
Shareholders proposing to sell Shares to such Buyer; provided that, if AMCON
proposes to sell all of its Shares to such buyer, the Tag Along Offer shall
be for all Shares owned by such Trinity Shareholder.  If the buyer is willing
to purchase such additional Shares, the number of Shares to be sold by AMCON
and the Trinity Shareholder(s) accepting the Tag Along Offer shall be
proportionately increased.

               d.  If a Trinity Shareholder does not accept or reject the Tag
Along Offer within the period referred to in Section 8.3(c), then the Trinity
Shareholder shall be conclusively deemed to have rejected the Tag Along
Offer.  Upon the consummation of the disposition of Shares to the buyer,
AMCON shall cause the buyer to remit the price of the Shares to be disposed
of by each Trinity Shareholder directly to such Trinity Shareholder.  The
sale and purchase shall be completed at such time and place as the buyer and
AMCON shall agree prior to the expiry of the time limit referred to in
Section 8.3(f).

               e.  At the closing of such purchase and sale, each
participating Trinity Shareholder and AMCON shall deliver certificates for
the securities to be sold, duly endorsed for transfer (or accompanied by duly
executed stock powers), to the buyer in the manner and at the address
indicated in the Tag Along Offer, against delivery of the agreed purchase
price.

               f.  If AMCON and the buyer have not completed the sale and
purchase of the Shares within a further period of fifteen (15) Business Days
following notice of acceptance of the Tag Along Offer to AMCON, all
restrictions in this Section 8.3 shall again be in full force and effect.


         8.4.  Equal Treatment in Mergers, Consolidation and Sales of Assets.
If AMCON agrees to vote in favor of a merger or consolidation of the Company
with a third party, or a sale of all or substantially all of the assets of
the Company to a third party, the Trinity Shareholder(s) shall be entitled to
participate therein at the same price per Share received by AMCON and on the
same terms and conditions as AMCON.  AMCON and each Trinity Shareholder
agrees not to exercise any dissenter's rights of appraisal with respect to
any such merger, consolidation or sale of assets.

         8.5.  Drag-Along Rights.  If AMCON agrees to sell more than 50% of
the Company's fully diluted outstanding Shares to an unaffiliated third
party, or if AMCON agrees to vote in favor of a merger or consolidation with
an unaffiliated third party, or sell all or substantially all of the assets
of the Company to an unaffiliated third party, then, AMCON shall have the
right to require to be sold to such third party, or vote in favor thereof,
all of the outstanding Shares, including the Shares owned by the Trinity
Shareholder(s), at the same price and on the same terms and conditions as
apply to AMCON with respect thereto.  AMCON shall provide the Trinity
Shareholder(s) written notice of the transactions described above, and the
terms and conditions related thereto, at least 10 days prior to the date of
consummation of such transaction. On the closing date, each Trinity
Shareholder shall deliver certificates for the Shares to be sold, duly
endorsed for transfer (or accompanied by duly executed stock powers), to the
purchaser in the manner and at the address indicated in the written notice,
against delivery of the agreed purchase price.

         8.6.  Legend. All Shares shall be imprinted with a legend in
substantially the following form:

        "THE SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE
SECURITIES ACTS, AND MAY NOT BE SOLD OR TRANSFERRED EXCEPT PURSUANT TO THE
REGISTRATION PROVISIONS OF SUCH ACTS OR AN EXEMPTION THEREFROM. THE SHARES
REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON
TRANSFER CONTAINED IN A CERTAIN SHAREHOLDERS AGREEMENT, BY AND AMONG THE
COMPANY AND THE HOLDER OF SUCH SHARES, COPIES OF WHICH ARE AVAILABLE AT THE
PRINCIPAL OFFICES OF THE COMPANY."

         8.7.  Financial Information of the Company.  Trinity shall be
entitled to receive audited annual financial statements within ninety (90)
days of the end of each fiscal year and unaudited quarterly financial
statements within forty-five (45) days after the end of each fiscal quarter.

     9.  Termination.

         9.1.  Complete Termination. This Agreement and all restrictions on
Share Transfers created hereby shall terminate on the occurrence of any of
the following events:

               a.  The issuance of an order by a court of competent
jurisdiction declaring that the Company is bankrupt.

               b.  The dissolution of the Company.

               c.  AMCON becoming the owner of all of the Shares of the
Company which are then subject to this Agreement.

               d.  The execution of a written instrument by the Company,
AMCON and Trinity which terminates this Agreement.

         9.2.  Effect. The termination of this Agreement for any reason shall
not affect any right or remedy existing hereunder prior to the effective date
of its termination, except that upon termination of this Agreement, the
Trinity Shareholder(s) shall cause the resignation of its designee for
nomination to the Board of Directors and shall thereafter have no right
arising hereunder to nominate or elect members of the Board of Directors
Notwithstanding the foregoing, the obligations of the parties contained in
the last sentence of Section 6.1 hereof shall survive termination of this
Agreement.

    10.  General Provisions.

         10.1.  Governing Law. This Agreement shall be construed pursuant to
the laws of the State of Delaware.

         10.2.  Remedies for Breach. The Shares are unique chattels and each
party to this Agreement shall have the remedies which are available to it for
the violation of any of the terms of this Agreement, including, but not
limited to, the equitable remedies for specific performance and injunctive
relief.

         10.3.  Notices. All notices, requests, demands, and other
communications required or permitted under this Agreement shall be in writing
and shall be deemed to have been duly given and made upon being delivered
either in person or by nationally recognized courier or by fax delivery to
the party for whom it is intended, provided that a copy thereof is deposited,
postage prepaid, certified or registered mail, return receipt requested, in
the United States mail, bearing the address shown in this Section 10.3 for,
or such other address as may be designated in writing hereafter by, such
party:

        If to the Company:

                c/o AMCON Distributing Company
                P. O. Box 641940
                Omaha, NE 68164-7709
                Attn: Chief Financial Officer
                Fax: (402) 331- 7709


        If to AMCON:

               AMCON Distributing Company
               P. O. Box 641940
               Omaha, NE 68164-7709
               Attn: Chief Financial Officer
               Fax: (402) 331-7709


        With a copy to:

               Stinson Morrison Hecker LLP
               2600 Grand Boulevard
               Kansas City, MO 64108
               Attn: John A. Granda
               Fax: (816) 474-4208


        If to Trinity:
               Trinity Springs Ltd.
               160 7th Street W. #2C
                P.O. Box 8810
                Ketchum, Idaho 83340
                Attn: Chief Financial Officer
                Fax: (208) 726-8015


          With a copy to:
                Melanie G. Rubocki
                Perkins Coie LLP
                251 East Front Street, Suite 400
                Boise, Idaho 83702-7310
                Fax: (208) 343-3232

        10.4.  Amendment.  This Agreement may be amended or altered at any
time if the amendment or alteration is both ratified by the Board of
Directors of the Company and consented to in writing by AMCON and the holders
of a majority of the Shares then owned by the Trinity Shareholder(s).

        10.5.  Captions.  The captions and headings to Sections of this
Agreement have been inserted for identification and reference purposes only
and shall not be used to construe the meaning or the interpretation of this
Agreement.

        10.6.  Binding Effect.  This Agreement is binding upon and inures to
the benefit of the Company, its successors, assigns, and transferees, and to
the Shareholders and their respective successors and permitted assigns and
transferees; provided, however, that no successor, assignee or transferee of
Trinity shall have any rights under Sections 6 and 7.

        10.7.  Entire Agreement.  This Agreement constitutes the full and
entire understanding and agreement between the parties with respect to the
subject matter hereof.

        10.8.  Counterparts.  This Agreement may be executed in any number of
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.

        10.9.  Severability.  In the event that any provision of this
Agreement becomes or is declared by a court of competent jurisdiction to be
illegal, unenforceable or void, this Agreement shall continue in full force
and effect without said provision; provided that no such severability shall
be effective if it materially changes the economic benefit of this Agreement
to any party.

                      [Signature Page on Following Page]


     IN WITNESS WHEREOF, the Company and the Shareholders have executed this
Shareholders Agreement on the day and year above written.


                                TSL ACQUISITION CORP.



                                By: William F. Wright
                                   ------------------------------
                                Name:  William F. Wright
                                Title: Chairman of the Board and
                                        Chief Executive Officer



                                SHAREHOLDERS:

                                TRINITY SPRINGS LTD.
                                By: Dean Barney
                                   -----------------------------
                                Name: Dean Barney
                                Title: Chief Executive Officer


                                 AMCON DISTRIBUTING COMPANY

                                 By: William F. Wright
                                    -----------------------------
                                 Name: William F. Wright
                                 Title: Chairman of the Board and
                                         Principal Executive Officer


                              EXHIBIT A

                         EXCHANGE AGREEMENT


To: AMCON Distributing Company             Dated:          , 200_

     The undersigned, pursuant to the provisions set forth in Section 5 of
the Shareholders Agreement dated as of April 24, 2004 (the "Shareholders
Agreement"), by and among TSL Acquisition Corp., a Delaware corporation (the
"Company"), AMCON Distributing Company, a Delaware corporation ("AMCON") and
Trinity Springs Ltd., an Idaho corporation ("Trinity"), hereby agrees to
exchange ________ shares of Company Common Stock for _____ shares of AMCON
Common Stock.  Terms defined in the Shareholders Agreement are used in this
Exchange Agreement as so defined in the Shareholders Agreement.

     If, after taking into account the application of the integration
doctrine, counsel to AMCON is unable to give a written legal opinion to AMCON
that the proposed sale of AMCON Common Stock, as contemplated by this
Exchange Agreement, would qualify under Rule 505 of Regulation D under the
Securities Act (and any comparable exemption from registration under any
applicable state securities law, such as the Uniform Limited Offering
Exemption), then Trinity hereby represents and warrants that either (i) it is
an accredited investor (as defined in Rule 501(a) of Regulation D under the
Securities Act), or (ii) it, together with any purchaser representative it
may appoint pursuant to Regulation D, possesses the knowledge and experience
in financial and business matters as to be capable of evaluating the merits
and risks of its proposed investment in AMCON common stock.

     In addition, the undersigned hereby represents and warrants to AMCON
that:

     1.  Its principal place of business is located in the State of Idaho.

     2.  It is acquiring the AMCON Common Stock for its own account and not
with a view to distribution (as that term is interpreted by the U. S.
Securities and Exchange Commission under Section 2(11) of the Securities
Act). It understands that the AMCON Common Stock will be subject to
restrictions on transfer and that the AMCON Common Stock may not be
registered under the Securities Act or any applicable state securities laws
by reason of a specified exemption from the registration provisions of the
Securities Act and applicable state securities laws, which may depend upon,
among other things, the accuracy of the representations and warranties
contained in this Exchange Agreement.

     3.  It hereby certifies that (i) no other person has any direct or
indirect beneficial interest in the AMCON Common Stock, (ii) it is not acting
as an underwriter (as that term is defined in Section 2(11) of the Securities
Act) or directly or indirectly participating in any underwriting of the AMCON
Common Stock, and (iii) it does not have any contract, undertaking,
agreement, arrangement or understanding with any person which is contrary to
the representations, warranties and agreements contained in this agreement.

     4.  It acknowledges that the shares being issued to it in exchange for
the Company Common Stock may not be sold, pledged, hypothecated, donated or
otherwise transferred, whether or not for consideration, without an effective
registration statement under the Securities Act and any applicable state
securities laws or an exemption therefrom.

     5.  The investment in the shares of AMCON Common Stock is subject to
financial risks. It represents that, prior to acquiring the shares, it has
been offered reasonable access to all financial and corporate records of
AMCON.  It represents that either (i) it and its representatives have
examined such records to their satisfaction; or (ii) it has waived its right
to conduct such examination.  It represents that it has had an opportunity to
ask questions of AMCON management reasonably related to the investment
decision contemplated by the exchange of Company Common Stock for AMCON
Common Stock, that all of its questions have been answered to its
satisfaction and that it does not require any further information or data
regarding AMCON.

     6.  It is aware that until such shares are registered under the
Securities Act, the certificate evidencing the shares will contain a
conspicuous legend referencing the transfer restrictions imposed by the
Securities Act and applicable state securities laws and this Exchange
Agreement and agrees that a stop transfer order may be placed on the transfer
books maintained with respect to the shares of AMCON Common Stock which gives
effect to the transfer restrictions described above.

                                    TRINITY SPRINGS LTD.


                                    By: ______________________________
                                  Name: ___________________________
                                 Title: ____________________________

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.19
<SEQUENCE>13
<FILENAME>ex1019guarandsuretyagrmnt.txt
<DESCRIPTION>GUARANTEE AND SURETYSHIP AGREEMENT
<TEXT>
                             EXHIBIT 10.19

                   GUARANTY AND SURETYSHIP AGREEMENT


     This Guaranty and Suretyship Agreement (this "Agreement" or the
"Guaranty") is made as of the 17th day of June, 2004 by AMCON Distributing
Company, a Delaware corporation (the "Guarantor"), in favor of Trinity
Springs Ltd., an Idaho corporation ("Trinity").  Capitalized terms not
elsewhere defined herein shall have the meanings set forth in that certain
Asset Purchase Agreement (the "Asset Purchase Agreement") dated as of April
24, 2004, and as amended on June 17, 2004, among Guarantor, Trinity and a
subsidiary of Guarantor (the "Sub").

                                    RECITALS.

     A.  The Sub has purchased substantially all of the assets of Trinity
pursuant to the terms of the Asset Purchase Agreement;

     B.  In connection with the transactions contemplated by the Asset
Purchase Agreement, the Sub has issued to Trinity (a) a Promissory Note in
the original principal amount of FIVE HUNDRED THOUSAND DOLLARS AND 00/100
DOLLARS ($500,000.00) (the "Three Year Note"); (b) a Promissory Note in the
original principal amount of TWO MILLION EIGHT HUNDRED TWENTY-EIGHT THOUSAND
FOUR HUNDRED FORTY AND 00/100 DOLLARS ($2,828,440.00) (the "Ten Year Note");
and (c) pursuant to Section 11.1 of the Asset Purchase Agreement, certain
royalty payment obligations with respect to the sale of water after the date
hereof (the "Water Royalty");

     C.  As a condition to Trinity's obligation to enter into the Asset
Purchase Agreement and perform its obligations thereunder, Guarantor has
agreed to enter into this Agreement to guaranty the Sub's payment obligations
under the Three Year Note, the Ten Year Note and the Water Royalty, subject
to certain limitations set forth herein;

     NOW, THEREFORE, in consideration of the premises and the mutual
covenants herein contained, and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, Guarantor
hereby agrees as follows:

                                 AGREEMENT

     1.  Definitions.  Capitalized terms used in this Agreement, unless
otherwise defined in this Agreement, shall have the meanings ascribed to them
in the Asset Purchase Agreement.

     2.  Representations and Warranties.  Guarantor hereby represents and
warrants to Trinity as follows:

         i.  The execution and delivery by Guarantor of this Agreement and
the performance by Guarantor of its obligations hereunder do not and will not
contravene or conflict with any law, regulation or rule, any license,
agreement, or instrument to which Guarantor is a party or by which Guarantor
or any of Guarantor's property may be bound or affected, or any judgment,
order or decree of any court of any federal, state, or local commission,
board, or other administrative agency by which Guarantor or any of
Guarantor's property may be bound or affected.

        ii.  This Agreement is the legal, valid, and binding obligation of
Guarantor, enforceable against Guarantor in accordance with its terms.

     3.  Guaranty. Guarantor absolutely, irrevocably and unconditionally
guarantees the prompt payment when due of all amounts under the Three Year
Note, the Ten Year Note and the Water Royalty (each in accordance with their
respective terms) to Trinity, including, without limitation, costs of
collection, which shall include reasonable attorneys fees; provided that,
Guarantor's total payment obligations with respect to its guaranty of the
Water Royalty shall in no event exceed $5,000,000 in the aggregate
(collectively referred to herein as the "Obligations").  Notwithstanding
anything to the contrary contained herein, to satisfy the Obligations when
due, Trinity shall be entitled to make a claim against all or any portion of
the assets of Guarantor. Guarantor further agrees that:

        a.  This Guaranty is in all respects continuing, absolute, and
unconditional.

        b.  This Guaranty is a guaranty of both performance and payment when
due, and not of collection.

        c.  Trinity may, from time to time, at Trinity's sole discretion and
without notice to Guarantor, take any or all of the following actions:

            i.  Accept a security interest in any property to secure payment
of any or all of the Obligations;

           ii.  Obtain the primary or secondary obligation of any third party
in addition to the Guarantor with respect to any or all of the Obligations;

          iii.  Release, compromise, extend, alter, or modify any of the
Obligations or any obligation of any nature of any other obligor with respect
to any of the Obligations;

           iv.  Release, compromise, or extend any obligation of Guarantor
hereunder;

            v.  Release any security interest in, or surrender, release, or
permit any substitution or exchange for, all or any part of any property
securing any of the Obligations or any obligation hereunder, or release,
compromise, extend, alter, or modify any obligation of any nature of any
obligor with respect to any such property; and

           vi.  Resort to or proceed against Guarantor for performance or
payment of any of the Obligations whether or not Trinity shall have proceeded
against Sub or any other obligor primarily or secondarily obligated with
respect to any of the Obligations, shall have resorted to any property
securing any of the Obligations or any obligation hereunder, or shall have
pursued any other remedy.

        d.  As between Trinity and the Guarantor, any amounts received by
Trinity from whatever source on account of any Obligation (arising by
whatever means) shall be applied by Trinity toward the payment of any
Obligation then due and payable, in the following order:

             i.  To Obligations that have matured; provided that if the
payment is insufficient to pay all Obligations that have matured, pro rata
between the matured Obligations according to the relative principal amounts
due thereunder; and

            ii.  If no Obligations are matured and unpaid, then pro rata
between the unmatured Obligations according to the relative principal amounts
due thereunder.

     Notwithstanding any performance or payments made by or for the account
of Guarantor pursuant to this Guaranty, Guarantor will not be subrogated to
any rights of Trinity until such time as Trinity shall have received
performance and payment in full of all of the Obligations and performance of
all obligations of the Guarantor hereunder.  Without limiting the generality
of the foregoing, if Trinity is required at any time to return all or part of
any payment applied by Trinity to the payment of the Obligations or any costs
or expenses covered by this Guaranty, whether by virtue of the insolvency,
bankruptcy, or reorganization of Guarantor or otherwise, the Obligations to
which the returned payment was applied shall be deemed to have continued in
existence and this Guaranty shall continue to be effective or to be
reinstated, as the case may be, as to such Obligations, as though such
payment had not been received and such application by Trinity had not been
made.

        e.  Guarantor waives:

            i.  Notice of the acceptance by Trinity of this Guaranty;

           ii.  Notice of the existence, creation, release, compromise,
extension, alteration, modification, non-performance, or non-payment of any
or all of the Obligations;

          iii.  Presentment, demand, notice of dishonor, protest, and all
other notices whatsoever; and

           iv.  All diligence in collection of or realization upon any
payments on, or assurance of performance of, any of the Obligations or any
obligation hereunder, or in collection on, realization upon, or protection of
any security for, or guaranty of, any of the Obligations or any obligation
hereunder.

         f.  As between the Guarantors and Trinity, Trinity may assign or
otherwise transfer the right to receive performance of or payment upon any of
the Obligations to any third party.
     4. Occurrence of Default.  Notwithstanding anything in this Agreement to
the contrary, Trinity will not make any demand for payment or performance
hereunder against Guarantor and Guarantor shall not be obligated to pay or
perform any obligation hereunder unless (i) an "Event of Default" has
occurred under the Three Year Note and/or the Ten Year Note, or (ii) a "Water
Royalty Payment Default" has occurred.  For this purpose, a "Water Royalty
Payment Default" shall occur if Sub shall fail to pay any installment when
due of the Water Royalty pursuant to Section 11.1 of the Asset Purchase
Agreement, and such failure shall continue for a period of five (5) days
after Trinity provides written notice of such failure to Sub; provided,
however, that in the event any amount of the Water Royalty is subject to any
bona fide dispute, a Water Royalty Payment Default shall not occur unless Sub
fails to pay the amount of the Water Royalty that is not in dispute when
originally due (and such failure is not cured within five (5) days after
Trinity provides written notice of such failure to Sub) or fails to pay the
disputed amount finally adjudicated to be due by a court of competent
jurisdiction from which no further appeal may be effected, and such payment
is not made within twenty (20) days after the judgment of such court becomes
final and no longer subject to appeal.

     5.  Notices.  All notices and communications under this Agreement shall
be in writing and shall be deemed to have been duly given when delivered by
messenger, by overnight delivery service, or by facsimile (receipt
confirmed), or mailed by first class certified mail, return receipt
requested; if to the Guarantor, at: 7405 Irvington Road, Omaha, Nebraska
68122, attention: Chief Financial Officer, facsimile number (402) 331-7709,
and if to Trinity, at: 160 7th Street W. #2C, P.O. Box 8810, Ketchum, Idaho
83340, attention: Chief Financial Officer, facsimile number (208) 726-8015;
or in each case to such other address respectively as the party shall have
specified by notice to the other.

     6.  Integration, Assignment, Modification, Payment of Expenses and
Construction. This Guaranty constitutes the entire agreement between the
parties with respect to the subject matter hereof and supersedes any prior
written or oral agreements between the Guarantor and Trinity with respect to
the subject matter herein.  This Guaranty may not be assigned by Guarantor
without the prior written consent of Trinity, which may be withheld for any
reason whatsoever.  Subject to the foregoing, this Guaranty will inure to the
benefit of Trinity, and be binding upon Guarantor, and its successors and
assigns.  This Guaranty may be amended or modified only by a writing signed
by Guarantor and Trinity.  The Guarantor shall pay all of Trinity's expenses
(including, without limitation, costs and expenses of litigation and
reasonable attorneys' fees) in enforcing or endeavoring to realize upon this
Guaranty which is not paid when due.  The unenforceability or invalidity of
any provision of this Guaranty shall not affect the validity of the remainder
of this Guaranty.

     7.  Waiver.  The failure of Trinity to insist upon strict performance of
any of the terms, conditions, agreements, or covenants in this Guaranty in
any one or more instances shall not be deemed to be a waiver by Trinity of
its rights to enforce thereafter any of such terms, conditions, agreements,
or covenants.  Any waiver by Trinity of any of the terms, conditions,
agreements, or covenants in this Guaranty must be in writing signed by
Trinity.

     8. Applicable Law.  This Guaranty will be governed by, and construed and
interpreted in accordance with, the laws of state of Idaho.

     9.  Section Headings.  The section headings used in this Guaranty are
for the convenience of Trinity and the Guarantor only and shall not affect
the construction or interpretation of the provisions of this Guaranty.


                         [signature page to follow]


Guarantor has executed this Guaranty as of June 17, 2004.

                                    AMCON DISTRIBUTING COMPANY
                                    Name:  William F. Wright
                                    Title:  Chairman of the Board and
                                             Principal Executive Officer

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.20
<SEQUENCE>14
<FILENAME>ex1020mortage.txt
<DESCRIPTION>MORTGAGE
<TEXT>
                            EXHIBIT 10.20


After recording, please return to:

Perkins Coie LLP
ATTN:  Thomas C. Morris
251 East Front Street, Suite 400
Boise, Idaho 83702



                               MORTGAGE

THIS MORTGAGE (the "Mortgage") is made this 17th day of June, 2004, between
TSL Acquisition Corp., a Delaware corporation ("Mortgagor"), whose current
address is c/o AMCON Distributing Company, Attention: Chief Financial
Officer, 7405 Irvington Road, Omaha, Nebraska 68164-7940, and Trinity Springs
Ltd., an Idaho limited liability company ("Trinity"), whose current address
is Attention: Dean Barney, 200 South Main Street, Ketchum, Idaho 83340.

Contemporaneous herewith, the Mortgagor is executing and delivering to
Trinity (a) a Promissory Note in the original principal amount of FIVE
HUNDRED THOUSAND DOLLARS ($500,000) (the "Three Year Note"), (b) a Promissory
Note in the original principal amount of TWO MILLION EIGHT HUNDRED TWENTY
EIGHT THOUSAND FOUR HUNDRED FORTY AND 00/100 DOLLARS ($2,828,440.00) (the
"Ten Year Note"), and shall deliver (c) an executed Asset Purchase Agreement
(the "Purchase Agreement") dated as of April 24, 2004, among Mortgagor,
Trinity and AMCON Distributing Company, a Delaware corporation, the parent of
Mortgagor, pursuant to which, in Section 11.1 of the Purchase Agreement,
Mortgagor has agreed to make certain royalty payments to Trinity (the "Water
Royalty").  To secure the payment of the Three Year Note, the Ten Year Note
and the Water Royalty, and in consideration for Trinity's execution, delivery
and performance of the Purchase Agreement, Mortgagor is executing and
delivering to Trinity (x) this Mortgage to grant Trinity a security interest
in the Property, as defined below, and (y) a security agreement (the
"Security Agreement").

NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, Mortgagor and Trinity agree as
follows:


   1.  Defined Terms.  All capitalized terms used but not otherwise defined
herein shall have the meaning set forth in the Purchase Agreement.


   2.  Grant of Security Interest.  Mortgagor, for good and valuable
consideration, does by these presents grant, bargain, sell, transfer, pledge
and convey unto Trinity, and to Trinity's successors and assigns forever,
Mortgagor's right, title and interest in and to all that certain real
property situate in Elmore County, State of Idaho (the "Property"), and
particularly described in Exhibit A, attached hereto and incorporated herein
by reference, together with the tenements, hereditaments and appurtenances
thereto belonging or in any way appertaining, including but not limited to
all timber, mineral, geothermal and water rights pertaining thereto, and
specifically the water rights identified on Exhibit B, attached hereto and
incorporated herein by reference.

       2.1  Assignment of Leases and Rents.  Mortgagor absolutely and
unconditionally assigns to Trinity all of Mortgagor's right, title and
interest in and to all rents, issues and profits from the Property; it being
intended by Mortgagor that this assignment constitutes a present, absolute
assignment and not an assignment for additional security only.  Nevertheless,
subject to the terms of this Mortgage, Trinity grants to Mortgagor a
revocable license to collect and receive all rents, issues and profits.

   3.  Security for Obligations.  This grant is intended as a Mortgage to
secure the payment and performance of all present and future obligations of
the Mortgagor to Trinity under the Three Year Note, the Ten Year Note and the
Water Royalty, together with any amounts expended by or on behalf of Trinity
for the protection, preservation and collection of the security interest
granted herein by the Mortgagor to Trinity, including, without limitation,
reasonable attorneys fees (collectively the "Obligations").

   4.  Representations and Covenants.  Mortgagor hereby represents, warrants
and covenants to Trinity that: (a) Mortgagor shall own the Property free and
clear of any lien, security interest, claim or encumbrance, except for (i)
any lien, security interest, claim or encumbrance on the Property that
existed prior to the Closing of the transaction contemplated in the Purchase
Agreement, (ii) the security interest granted by this Mortgage, (iii) any
subordinate lien or subordinate security interest hereafter created by
Mortgagor, (iv) any purchase money security interest in property hereafter
acquired by Mortgagor and (v) the Permitted Encumbrances, as defined in the
Purchase Agreement; (b) Mortgagor will notify Trinity in writing at least
thirty (30) days prior to any change in Mortgagor's name, address or form of
entity; (c) Mortgagor will not sell or offer to sell, assign, lease or
otherwise dispose of any material portion of the Property without Trinity's
prior written consent, not to be unreasonably withheld or delayed; (d)
Mortgagor will keep the Property at all times in a condition of repair, at
least as good as presently exists, reasonable wear and tear excepted, will
not remove or demolish any building thereon and will complete or restore
promptly and in good and workmanlike manner any building which may be
constructed, damaged or destroyed thereon; (e) Mortgagor will provide,
maintain and deliver to Trinity evidence of fire insurance satisfactory to
and with loss payable to Trinity.  The amount collected under any fire or
other insurance policy will be released to Mortgagor provided all such
proceeds are used solely to rebuild or reconstruct the improvements that were
damaged or destroyed; (f) Mortgagor will pay, prior to becoming delinquent,
all taxes and assessments affecting the Property.

   5.  Further Assurances.  The Mortgagor agrees that from time to time, at
the sole expense of the Mortgagor, the Mortgagor shall promptly execute and
deliver all further instruments and documents, and take all further action,
that may be necessary or desirable, or that Trinity may reasonably request,
in order to perfect and protect any security interest granted or purported to
be granted hereby or to enable Trinity to exercise and enforce its rights and
remedies hereunder with respect to the Property.  Without limiting the
generality of the foregoing, the Mortgagor shall execute and file such
financing or continuation statements, or amendments thereto, as Trinity may
request, and shall execute a security agreement or any other document
reasonably requested by Trinity to perfect Trinity's first priority security
interest in the Water Rights which is the subject of the Water Royalty.

   6.  Trinity's Duties.  The powers conferred on Trinity hereunder are
solely to protect its interest in the Property and shall not impose any duty
upon it to exercise any such powers.  Trinity shall have no duty as to the
Property or as to the taking of any necessary steps to preserve rights
against other parties or any other rights pertaining to the Property.

   7.  Events of Default.  The occurrence of any one (1) or more of the
following events shall constitute an event of default ("Event of Default")
hereunder:

       a.  An "Event of Default" as described in the Three Year Note;

       b.  An "Event of Default" as described in the Ten Year Note; or

       c.  Mortgagor shall fail to pay any installment when due of the Water
Royalty pursuant to Section 11.1 of the Purchase Agreement and such failure
shall continue for a period of five (5) days after Trinity provides written
notice of such failure to Mortgagor; provided, however, that in the event any
amount of the Water Royalty is subject to any bona fide dispute, an Event of
Default hereunder shall not occur unless Mortgagor fails to pay the amount of
the Water Royalty that is not in dispute when originally due (subject to the
five (5) day notice and right to cure period) or fails to pay the disputed
amount finally adjudicated to be due by a court of competent jurisdiction
from which no further appeal may be effected, and such payment is not made
within twenty (20) days after the judgment of such court becomes final and no
longer subject to appeal; or

       d.  Any other default under this Mortgage, which default is not cured
within thirty (30) days after written notice from Trinity to Mortgagor.

   8.  Remedies.  If any Event of Default shall have occurred:

       a.  Trinity may immediately enter upon the Property, to foreclose,
sell or dispose of the Property according to law, and from the money arising
from such sale, retain the principal and interest which shall then be due on
any of the Obligations, together with the costs and charges of foreclosure
suit, including reasonable attorneys' fees, and also the amounts of all
payments of taxes, assessments, encumbrances or insurance as may have been
made by Trinity, its successors or assigns, with interest on the same, paying
the surplus of the purchase money, if any, to Mortgagor, its successors or
assigns.

       b.  Trinity may immediately revoke the license granted the Mortgagor
under subsection 2.1 and Trinity may forthwith collect all rents, issues and
profits.

       c.  Trinity may pursue such other remedies as Trinity may have under
applicable law.

       d.  All rights and remedies of Trinity after a default shall be
cumulative.  No waiver by Trinity of any default will waive any other default
or the same default on a different occasion.

       e.  Mortgagor hereby authorizes and empowers Trinity, and appoints
Trinity as attorney in fact of Mortgagor, which authorization, power and
appointment, being coupled with an interest, is irrevocable until payment of
all Obligations, at any time after a default, in Trinity's sole and absolute
discretion, to: (a) request, in Mortgagor's name, Trinity's name or the name
of a third party, confirmation from any account Mortgagor or party obligated
under or with respect to the Property of the amount shown by the accounts, or
any other matter stated therein, (b) endorse in Mortgagor's name and to
collect any chattel paper, checks, notes, drafts, instruments or other items
of payment tendered to or received by Trinity in payment of any account or
other obligation owing to Mortgagor with respect to the Property, (c) notify,
either in Mortgagor's name or Trinity's name, and/or to require Mortgagor to
notify, any account Mortgagor or other person obligated under or in respect
of the Property, of the fact of Trinity's lien thereon and of the grant of
this Mortgage thereof to Trinity, and (d) demand, collect, surrender, release
or exchange all or any part of the Property or any amounts due thereunder or
with respect thereto, or compromise or extend or renew for any period
(whether or not longer than the initial period) any and all sums which are
now or may hereafter become due or owing upon or with respect to any of the
Property, or enforce, by suit or otherwise, payment or performance of any of
the Property either in Trinity's own name or in the name of Mortgagor.  Under
no circumstances shall Trinity be under any duty to act in regard to any of
the foregoing matters and nothing herein shall be deemed an assignment to, or
assumption by, Trinity of any obligations or liabilities under or with
respect to the Property, all of which obligations and liabilities shall
remain Mortgagor's sole responsibility.

   9.  Indemnity and Expenses.

       a.  The Mortgagor agrees to indemnify Trinity from and against any and
all claims, losses and liabilities arising out of or relating to this
Mortgage and/or any of the Obligations (including, without limitation,
enforcement of this Mortgage and Trinity's exercise of its rights and
remedies hereunder).

       b.  The Mortgagor shall upon demand pay to Trinity the amount of any
and all expenses, including, without limitation, the fees and disbursements
of its counsel and of any experts and agents, which Trinity may incur
following an Event of Default in connection with (a) the administration of
this Mortgage, (b) the custody, preservation, use of, or the sale of,
collection from, or other realization upon, any of the Property, (c) the
exercise or enforcement of any of the rights of Trinity hereunder, or (d) the
failure by the Mortgagor to perform or observe any of the provisions hereof.
All such fees, expenses and disbursements shall be deemed Obligations that
are secured by this Mortgage.

   10.  Notice.  All notices, requests and demands to or upon a party hereto
shall be given in writing at the addresses set forth above and in accordance
with the notices provisions set forth in the Purchase Agreement.

   11.  Governing Law.  This Mortgage shall be governed by and construed in
accordance with the internal laws of the state where the Property is located
without giving effect to any choice of law rules thereto.

   12.  Miscellaneous.  No amendment or waiver of any provision of this
Mortgage nor consent to any departure by the Mortgagor herefrom, shall in any
event be effective unless the same shall be in writing and signed by the
party against whom enforcement of such amendment, waiver or consent is
sought, and then such waiver or consent shall be effective only in the
specific instance and for the specific purpose for which given.  The
paragraph and section headings herein are solely for convenience and shall
not be deemed to limit or otherwise affect the meaning or construction of any
part of this Mortgage.  This document shall be construed without regard to
any presumption or rule requiring construction against the party causing such
document or any portion thereof to be drafted.  If any provision or
provisions of this Mortgage shall be unlawful, then such provision or
provisions shall be null and void, but the remainder of the Mortgage shall
remain in full force and effect and be binding on the parties.  If either
party institutes any suit or action to enforce any of the terms of this
Mortgage, the prevailing party shall be entitled to recover such sum as the
court may adjudge reasonable as attorney fees and costs.

                              [End of Text]




IN WITNESS WHEREOF, this Mortgage has been executed the day and year first
above written.

MORTGAGOR:                          TSL ACQUISITION CORP.,
                                    a Delaware corporation

                                    By: William F. Wright
                                       -----------------------
                                    Name: William F. Wright
                                    Title: Chairman of the Board and
                                            Chief Executive Officer

STATE OF               )
        ---------------
                       )  ss.
County of              )
         --------------

On this      day of         , in the year of 2004, before me, a Notary Public
in and for said State, personally appeared                           , known
or identified to me to be the                              of TSL Acquisition
Corp., the Delaware corporation that executed the instrument or the person
who executed the instrument on behalf of said corporation, and acknowledged
to me that such corporation executed the same.

IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal
the day and year first above written.




                                 ---------------------------------------
                                 Notary Public for
                                                  ----------------------
                                 Residing at
                                            ----------------------------
                                 My Commission expires
                                                       -----------------










                                 Exhibit A

                        Legal Description of Property


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-31.1
<SEQUENCE>15
<FILENAME>ex311wfw.txt
<DESCRIPTION>CERTIFICATION BY WILLIAM F. WRIGHT
<TEXT>
                                   EXHIBIT 31.1
                                   ------------

                                  CERTIFICATION

I, William F. Wright, certify that:

    1.   I have reviewed this quarterly report on Form 10-Q of AMCON
         Distributing Company;

    2.   Based on my knowledge, this report does not contain any
         untrue statement of a material fact or omit to state a material
         fact necessary to make the statements made, in light of the
         circumstances under which such statements were made, not
         misleading with respect to the period covered by this quarterly
         report;

    3.   Based on my knowledge, the financial statements, and other
         financial information included in this report, fairly
         present in all material respects the financial condition, results
         of operations and cash flows of the registrant as of, and for, the
         periods presented in this report;

    4.   The registrant's other certifying officer and I are responsible
         for establishing and maintaining disclosure controls and procedures
         (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the
          registrant and have:

         a. Designed such disclosure controls and procedures, or caused such
            disclosure controls and procedures to be designed under our
            supervision, to ensure that material information relating to the
            registrant, including its consolidated subsidiaries, is made
            known to us by others within those entities, particularly during
            the period in which this report is being prepared;

         b. Evaluated the effectiveness of the registrant's disclosure
            controls and procedures and presented in this report our
            conclusions about the effectiveness of the disclosure controls
            and procedures, as of the end of the period covered by this
            report based on such evaluation; and

         c. Disclosed in this report any change in the registrant's internal
            control over financial reporting that occurred during the
            registrant's most recent fiscal quarter (the registrant's fourth
            fiscal quarter in the case of an annual report) that has
            materially affected, or is reasonably likely to materially
            affect, the registrant's internal control over financial
            reporting; and

   5.   The registrant's other certifying officer and I have disclosed,
         based on our most recent evaluation of internal control over
         financial reporting, to the registrant's auditors and the audit
         committee of the registrant's board of directors (or persons
         performing the equivalent functions):

         a. All significant deficiencies and material weaknesses in the
            design or operation of internal control over financial reporting
            which are reasonably likely to adversely affect the registrant's
            ability to record, process, summarize and report financial
            information; and

         b. Any fraud, whether or not material, that involves management or
            other employees who have a significant role in the registrant's
            internal control over financial reporting.



Date: August 9, 2004                       William F. Wright, Chairman and
      ----------------                     -------------------------------
                                           Principal Executive Officer
                                           ---------------------------


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-31.2
<SEQUENCE>16
<FILENAME>ex312mdj.txt
<DESCRIPTION>CERTIFICATION BY MICHAEL D. JAMES
<TEXT>
                               EXHIBIT 31.2
                               ------------

                               CERTIFICATION

I, Michael D. James, certify that:

    1.   I have reviewed this quarterly report on Form 10-Q of AMCON
         Distributing Company;

    2.   Based on my knowledge, this report does not contain any
         untrue statement of a material fact or omit to state a material
         fact necessary to make the statements made, in light of the
         circumstances under which such statements were made, not
         misleading with respect to the period covered by this quarterly
         report;

    3.   Based on my knowledge, the financial statements, and other
         financial information included in this report, fairly
         present in all material respects the financial condition, results
         of operations and cash flows of the registrant as of, and for, the
         periods presented in this report;

    4.   The registrant's other certifying officer and I are responsible
         for establishing and maintaining disclosure controls and procedures
         (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the
         registrant and have:

         a. Designed such disclosure controls and procedures, or caused such
            disclosure controls and procedures to be designed under our
            supervision, to ensure that material information relating to the
            registrant, including its consolidated subsidiaries, is made
            known to us by others within those entities, particularly during
            the period in which this report is being prepared;

         b. Evaluated the effectiveness of the registrant's disclosure
            controls and procedures and presented in this report our
            conclusions about the effectiveness of the disclosure controls
            and procedures, as of the end of the period covered by this
            report based on such evaluation; and

         c. Disclosed in this report any change in the registrant's internal
            control over financial reporting that occurred during the
            registrant's most recent fiscal quarter (the registrant's fourth
            fiscal quarter in the case of an annual report) that has
            materially affected, or is reasonably likely to materially
            affect, the registrant's internal control over financial
            reporting; and

   5.   The registrant's other certifying officer and I have disclosed,
        based on our most recent evaluation of internal control over
        financial reporting, to the registrant's auditors and the audit
        committee of the registrant's board of directors (or persons
        performing the equivalent functions):

         a. All significant deficiencies and material weaknesses in the
            design or operation of internal control over financial reporting
            which are reasonably likely to adversely affect the registrant's
            ability to record, process, summarize and report financial
            information; and

         b. Any fraud, whether or not material, that involves management or
            other employees who have a significant role in the registrant's
            internal control over financial reporting.


Date: August 9, 2004                      Michael D James
      ----------------                    ---------------
                                          Vice President and Chief
                                          ------------------------
                                          Financial Officer
                                          -----------------


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-32.1
<SEQUENCE>17
<FILENAME>ex321wfw.txt
<DESCRIPTION>CERTIFICATION BY WILLIAM F. WRIGHT
<TEXT>
                             EXHIBIT 32.1
                             ------------
                            CERTIFICATION
                PURSUANT TO 18 U.S.C. SECTION 1350

 AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the accompanying Quarterly Report on Form 10-Q (the
"Report") of AMCON Distributing Company (the "Company") for the fiscal
quarter ended June 25, 2004, I, William F. Wright, Chairman and Principal
Executive Officer of the Company, hereby certify pursuant to 18 U.S.C.
Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002, to my knowledge, that:

    (1)the Report fully complies with the requirements of Section 13(a) or
15(d) of the Securities Exchange Act of 1934; and

    (2)the information contained in the Report fairly presents, in all
material respects, the financial condition and results of operations of the
Company.

Date:   August 9, 2004          /s/ William F. Wright
                                -------------------------
                                Title: Chairman and Principal
                                        Executive Officer

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-32.2
<SEQUENCE>18
<FILENAME>ex322mdj.txt
<DESCRIPTION>CERTIFICATION BY MICHAEL D. JAMES
<TEXT>
                             EXHIBIT 32.2
                             ------------

                            CERTIFICATION
                PURSUANT TO 18 U.S.C. SECTION 1350

 AS ADOPTED PURSUANT TO SECTION 906 OF THE SAWBONES-OXLEY ACT OF 2002

In connection with the accompanying Quarterly Report on Form 10-Q (the
"Report") of AMCON Distributing Company (the "Company") for the fiscal
quarter ended June 25, 2004, I, Michael D. James, Vice President and
Chief Financial Officer of the Company, hereby certify pursuant to 18
U.S.C. Section 1350 as adopted pursuant to Section 906 of the
SAWBONES-Oxley Act of 2002, to my knowledge, that:

    (1)the Report fully complies with the requirements of Section
13(a) or 15(d) of the Securities Exchange Act of 1934; and

    (2)the information contained in the Report fairly presents, in all
material respects, the financial condition and results of operations
of the Company.

Date: August 9, 2004            /s/ Michael D. James
                                -------------------------
                                Title: Vice President and
                                        Chief Financial Officer

</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
-----END PRIVACY-ENHANCED MESSAGE-----
