-----BEGIN PRIVACY-ENHANCED MESSAGE-----
Proc-Type: 2001,MIC-CLEAR
Originator-Name: webmaster@www.sec.gov
Originator-Key-Asymmetric:
 MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen
 TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB
MIC-Info: RSA-MD5,RSA,
 JH8MHMpg35F9KFOuuf8OmITD5VHvHdKmkWnLyMVtT1qTE1YYpU5Bu4u5RYO9HYTS
 hEVKedK4wpNBXzEABJyb8g==

<SEC-DOCUMENT>0000928465-06-000020.txt : 20060313
<SEC-HEADER>0000928465-06-000020.hdr.sgml : 20060313
<ACCEPTANCE-DATETIME>20060313172359
ACCESSION NUMBER:		0000928465-06-000020
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		6
CONFORMED PERIOD OF REPORT:	20060307
ITEM INFORMATION:		Entry into a Material Definitive Agreement
ITEM INFORMATION:		Unregistered Sales of Equity Securities
ITEM INFORMATION:		Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers
ITEM INFORMATION:		Financial Statements and Exhibits
FILED AS OF DATE:		20060313
DATE AS OF CHANGE:		20060313

FILER:

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

	FILING VALUES:
		FORM TYPE:		8-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-15589
		FILM NUMBER:		06682933

	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>8-K
<SEQUENCE>1
<FILENAME>form8kseriescpref03072006.txt
<DESCRIPTION>FORM 8-K
<TEXT>
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 8-K


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


      Date of Report (Date of earliest event reported) March 7, 2006
      ------------------------------------------------------------------


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


   DELAWARE                         1-15589                    47-0702918
- -----------------------------------------------------------------------------
(State or other                   (Commission                (IRS Employer
jurisdiction of                   File Number)             Identification
No.)
incorporation)


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


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


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

Check the appropriate box below if Form 8-K is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2. below):

/ / Written communications pursuant to Rule 425 under the Securities Act
    (17 CFR 230.425)

/ / Soliciting material pursuant to Rule 14a-12 under the Exchange Act
    (17 CFR 240.14a-12)

/ / Pre-commencement communications pursuant to rule 14d-2(b) under the
    Exchange Act (17 CFR 240.14d-2(b))

/ / Pre-commencement communications pursuant to rule 13e-4(c) under the
    Exchange Act (17 CFR 240.13e-4(c))


ITEM 1.01  ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

On March 7, 2006, our Company, Amcon Distributing Company, entered into a
Securities Purchase Agreement dated as of March 3, 2006 with Draupnir
Capital, LLC relating to our Company's sale of the Series C Convertible
Preferred Stock described in Item 3.02 of this report.

The Securities Purchase Agreement provided for the purchase by Draupnir
Capital of 80,000 shares of our Series C Convertible Preferred Stock for a
total cash purchase price of $2,000,000, or $25 per share.  The purchase of
and payment for the Series C Convertible Preferred Stock occurred
concurrently with the execution and delivery by the parties of the Agreement.
The Agreement contains customary representations and warranties of our
Company and of the purchaser.
The $2,000,000 of proceeds received by our Company from the sale of the
Series C Convertible Preferred Stock were used to pay down our Company's
existing secured credit facilities from LaSalle Bank National Association.
Concurrently with the execution of the Securities Purchase Agreement, our
Company entered into a Sixth Amendment to the Amended and Restated Loan and
Security Agreement with, among others, LaSalle Bank National Association.
Among other provisions, this Sixth Amendment permits our Company to pay
dividends on the Series C Convertible Preferred Stock.

Our Company has agreed, within 180 days after the date of the Securities
Purchase Agreement, to prepare and file with the Securities and Exchange
Commission a registration statement to register the resale of the shares of
common stock issuable upon conversion of the Series C Convertible Preferred
Stock under the Securities Act of 1933, and thereafter to use its
commercially reasonable efforts to have the registration statement declared
effective.  In addition, our Company has agreed to file an additional listing
application with the American Stock Exchange for listing of the common stock
issuable upon conversion of the Series C Convertible Preferred Stock as soon
as reasonably practicable.

The Securities Purchase Agreement provides that if, after conversion of all
shares of Series C Convertible Preferred Stock, the purchaser, Draupnir
Capital, and its affiliates beneficially own 5% or more of the outstanding
shares of our Company's common stock as of the record date for the applicable
meeting at which directors are to be elected, the purchaser will have the
right to nominate for election one director to serve on our Company's Board
of Directors.  Our Company has agreed that the size of the Board will be
increased at the March 21, 2006 Board meeting and the purchaser's nominee,
Jeremy W. Hobbs, will be elected to fill the resulting vacancy.  In
connection with any vote or meeting of our stockholders at which directors
are to be elected, our Company has agreed that it will nominate the nominee
of the purchaser and will use its reasonable best efforts to cause such
nominee to be elected to the Board of Directors.

Our Company has agreed that it will implement a holding company structure
reasonably satisfactory to Draupnir Capital, the purchaser of the Series C
Convertible Preferred Stock, under which our Company's various businesses
will be separated for management, operations, financing and other purposes.
This structure went into effect upon closing of the Series C Convertible
Preferred Stock sale, with the formal legal implementation of this

                                     2


restructuring to follow as soon as practicable.  As a part of the
implementation of a holding company structure, our Company has created an
"Office of the Chairman" to which our senior management will report.  The
Office of the Chairman is comprised of our Chairman, a Vice Chairman and a
Chief Financial Officer.  Draupnir Capital was given the right to designate
our Chief Financial Officer.  William F. Wright continues to serve as our
Chairman.  Christopher H. Atayan, a member of our Board of Directors, was
appointed as Vice Chairman.  Michael D. James continues to serve as our Chief
Financial Officer.  Our Board of Directors may, in its discretion elect or
remove any or all of our officers (or their successors) at any time,
including those in the Office of the Chairman.

The description of the Securities Purchase Agreement and of the Sixth
Amendment to Amended and Restated Loan and Security Agreement contained in
this report does not purport to be complete and is qualified in its entirety
by reference to the full text of the Agreement or Sixth Amendment, as the
case may be.  A copy of the Securities Purchase Agreement is attached to this
report as Exhibit 4.3 and is incorporated herein by reference.  A copy of the
Sixth Amendment is attached to this report as Exhibit 10.1 and is
incorporated herein by reference.

ITEM 3.02  UNREGISTERED SALES OF EQUITY SECURITIES.

On March 7, 2006, our Company issued and sold 80,000 shares of Series C
Convertible Preferred Stock, par value $.01 per share, at $25 per share in a
private placement under Section 4(2) of the Securities Act of 1933, as
amended.  The Series C Convertible Preferred Stock was issued and sold for
the purpose of generating $2,000,000 to be applied as a repayment of
principal under our Company's existing secured credit facilities from LaSalle
Bank National Association.

Cumulative cash dividends on the Series C Convertible Preferred Stock will be
payable in arrears at a rate of 6% per annum when, as and if declared by our
Board of Directors, on March 31, June 30, September 30 and December 31 of
each year, commencing March 31, 2006.  Dividends will accrue from the issue
date, regardless of whether declared and regardless of whether there are
funds legally available for the payment of dividends.  No interest will be
payable on any dividends that are in arrears.

The Series C Convertible Preferred Stock is convertible by the holder at any
time into a number of shares of our Company's common stock equal to the
number of shares of Series C Convertible Preferred Stock being converted
multiplied by a fraction equal to $25 divided by the conversion price.  The
conversion price initially is $13.62 per share, but is subject to customary
anti-dilution adjustments in the event of stock splits, stock dividends and
certain other events with respect to our common stock.  Based on the initial
conversion price, the Series C Convertible Preferred Stock is convertible
currently is convertible into 146,842 shares of our Company's common stock.

If not previously converted, our Company may redeem the Series C Convertible
Preferred Stock on or after March 4, 2008 at a cash redemption price equal to
112% of the liquidation preference (described below), which price will
decline by one percent each year thereafter until March 4, 2020, after which
the redemption price will be the liquidation preference plus accrued and
unpaid dividends.  In addition, the holder of the Series C Convertible
Preferred Stock may require our Company to redeem the holder's shares of

                                     3


Series C Convertible Preferred Stock upon the occurrence of certain
circumstances such as a change of control, our Chairman, Mr. William Wright,
and his family ceasing to beneficially own at least 20% of our outstanding
voting stock on a fully diluted basis (excluding options to purchase such
stock), or certain events relating to bankruptcy, insolvency, reorganization
or liquidation.

In the event of a liquidation of our Company, the holder of the Series C
Convertible Preferred Stock would be entitled to receive a liquidation
preference equal to the purchase price of $25 per share, plus any accrued and
unpaid dividends, prior to the distribution of any amount to the holders of
our common stock.

From and after March 21, 2006, the holder of the Series C Convertible
Preferred Stock, voting separately as a single class to the exclusion of all
other classes and series of our Company's capital stock, will be entitled to
elect one director to our Company's Board of Directors.  The size of our
Board of Directors will be increased to accommodate the election of this
director.  Draupnir Capital, LLC, the holder of the Series C Convertible
Preferred Stock, has designated Jeremy W. Hobbs to serve as such director
until such time as he resigns, is removed from office, dies or becomes
disabled.

In addition to the right to elect one director as provided above, whenever
dividends payable on shares of Series C Convertible Preferred Stock have not
have been paid in full, in an aggregate amount equal to two full quarterly
dividends on such shares, the number of directors then constituting the Board
of Directors of our Company will automatically be increased by one, and the
holder of such shares of Series C Convertible Preferred Stock will have the
exclusive and special right, voting separately as a class, to elect the
director to fill such newly created directorship.  The right of the holder of
such shares of Series C Convertible Preferred Stock to elect such director
will continue until such time as all dividends accumulated on such shares
have been paid in full or provided for.

As discussed in Item 5.02 of this report, the Certificate of Designations,
Preferences and Rights provides for our Company's implementation of a holding
structure, including the appointment of the officers comprising the "Office
of the Chairman" to which our senior management will report.  Our Board of
Directors may, in its discretion elect or remove any or all of our officers
(or their successors) at any time, including our Vice Chairman and Chief
Financial Officer.

The description of the Series C Convertible Preferred Stock contained in this
report does not purport to be complete and is qualified in its entirety by
reference to the full text of the Certificate of Designations, Preferences
and Rights that created and authorized the Series C Convertible Preferred
Stock.  A copy of this Certificate of Designations, Preferences and Rights is
attached to this report as Exhibit 4.1 and is incorporated herein by
reference.


                                     4




ITEM 5.02  DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF
           DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS

The Certificate of Designations, Preferences and Rights that created and
authorized the Series C Convertible Preferred Stock provides that, from and
after March 21, 2006, the holder of the Series C Preferred Stock, voting
separately as a single class to the exclusion of all other classes and series
of our Company's capital stock, will be entitled to elect one director to our
Company's Board of Directors.  The size of our Board of Directors will be
increased to accommodate the election of this director.  On March 7, 2006,
Draupnir Capital, LLC, the holder of the Series C Convertible Preferred
Stock, designated Jeremy W. Hobbs to serve as such director until such time
as he resigns, is removed from office, dies or becomes disabled.  Any vacancy
occurring because of the death, disability, resignation or removal of the
director designated by the holders of the Series C Convertible Preferred
Stock will be filled by the holders of a majority of the outstanding shares
of such stock.

Both the Certificate of Designations, Preferences and Rights and the
Securities Purchase Agreement provide for the implementation of a holding
company structure reasonably satisfactory to the purchaser of the Series C
Convertible Preferred Stock.  Under this structure, our Company's various
businesses will be separated for management, operations, financing and other
purposes.  This structure went into effect upon closing of the Series C
Convertible Preferred Stock sale, with the formal legal implementation of
this restructuring to follow as soon as practicable.  As a part of the
implementation of a holding company structure, our Company has created an
"Office of the Chairman" to which our senior management will report.  The
Office of the Chairman is comprised of our Chairman, a Vice Chairman and a
Chief Financial Officer.  Draupnir Capital was given the right to designate
our Chief Financial Officer.  William F. Wright continues to serve as our
Chairman.  Christopher H. Atayan, a member of our Board of Directors, was
appointed as Vice Chairman.  Michael D. James continues to serve as our Chief
Financial Officer.  Our Board of Directors may, in its discretion elect or
remove any or all of our officers (or their successors) at any time,
including those in the Office of the Chairman.

Draupnir Capital, the purchaser of the Series C Convertible Preferred Stock,
is a wholly owned subsidiary of Draupnir, LLC.  Allen D. Petersen, a member
of our Board of Directors, is a member and manager of Draupnir, LLC.  Jeremy
W. Hobbs, Draupnir Capital's designee to our Board of Directors, is a member
and manager of Draupnir, LLC and serves as its Chief Executive Officer.
Christopher H. Atayan, a member of our Board of Directors and Vice Chairman,
is an executive consultant to Draupnir, LLC.

ITEM 9.01  FINANCIAL STATEMENTS AND EXHIBITS

     EXHIBIT NO.       DESCRIPTION

     Exhibit 4.1       Certificate of Designations, Preferences and Rights of
                       Series C Convertible Preferred Stock.

     Exhibit 4.2       Specimen Stock Certificate for the Series C
                       Convertible Preferred Stock.


                                     5


     Exhibit 4.3       Securities Purchase Agreement, dated as of March 3,
                       2006, between Amcon Distributing Company and Draupnir
                       Capital, LLC. Exhibit 10.1 Sixth Amendment to the
                       Amended and Restated Loan and Security Agreement,
                       dated March 3, 2006, among Amcon Distributing Company,
                       Chamberlin Natural Foods, Inc., Hawaiian Natural Water
                       Company, Inc., Health Food Associates, Inc., Trinity
                       Springs, Inc., and LaSalle Bank National Association,
                       as agent for itself, Gold Bank, and certain other
                       lenders.

     Exhibit 20.1      Press Release, dated March 7, 2006.



                                   SIGNATURE

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

                                AMCON DISTRIBUTING COMPANY
                                     (Registrant)


Date: March 13, 2006            By :     Michael D. James
                                         -------------------------
                                Name:    Michael D. James
                                Title:   Vice President &
                                           Chief Financial Officer



                                 EXHIBIT INDEX
                                 -------------
Exhibit          Description

Exhibit 4.1       Certificate of Designations, Preferences and Rights of
                  Series C Convertible Preferred Stock.

Exhibit 4.2       Specimen Stock Certificate for the Series C
                  Convertible Preferred Stock.

Exhibit 4.3       Securities Purchase Agreement, dated as of March 3,
                  2006, between Amcon Distributing Company and Draupnir
                  Capital, LLC. Exhibit 10.1 Sixth Amendment to the
                  Amended and Restated Loan and Security Agreement,
                  dated March 3, 2006, among Amcon Distributing Company,
                  Chamberlin Natural Foods, Inc., Hawaiian Natural Water
                  Company, Inc., Health Food Associates, Inc., Trinity
                  Springs, Inc., and LaSalle Bank National Association,
                  as agent for itself, Gold Bank, and certain other
                  lenders.

Exhibit 20.1      Press Release, dated March 7, 2006.


                                     6
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.1
<SEQUENCE>2
<FILENAME>ex41certofdesgntion.txt
<DESCRIPTION>EXHIBIT 4.1 CERTIFICATE OF DESIGNATION
<TEXT>
                                 Exhibit 4.1


                    CERTIFICATE OF DESIGNATIONS, PREFERENCES
              AND RIGHTS OF SERIES C 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 Certificate of Designations,
Preferences and Rights of Series C Convertible Preferred Stock:

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, 80,000 shares of a series of preferred
stock to be designated Series C Convertible Preferred Stock, par value $.01
per share (the "Series C 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 total 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 total
combined voting power of the Voting Stock of the Corporation outstanding
immediately after such merger or consolidation; (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).

    "Conversion Shares" shall mean shares of Common Stock issuable upon
conversion of the Series C Preferred Stock pursuant to Section 5.

    "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).

                                     2


    "Final Redemption Date" shall have the meaning set forth in Section 4(d).

    "Issue Date" shall mean the date the shares of Series C 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 C 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 C 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 C
Preferred Stock shall have been redeemed in full.

    "Liquidation Preference" shall mean $25.00 per share of the Series C
Preferred Stock.

    "Parity Stock" means, (i) shares of Series A Preferred Stock, (ii) shares
of Series B Preferred Stock, (iii) any class or series of securities of the
Corporation entitled to receive payment of dividends on a parity with the
Series C Preferred Stock and (iv) 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 C
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 C Preferred Stock, which shall equal (a) for the
period from March 4, 2008 to March 3, 2009, 112% of the Liquidation
Preference, (b) for the period from March 4, 2009 to March 3, 2010, 111% of
the Liquidation Preference, (c) for the period from March 4, 2010 to March 3,
2011, 110% of the Liquidation Preference, (d) for the period from March 4,
2011 to March 3, 2012, 109% of the Liquidation Preference, (e) for the period
from March 4, 2012 to March 3, 2013, 108% of the Liquidation Preference, (f)
for the period from March 4, 2013 to March 3, 2014, 107% of the Liquidation
Preference, (g) for the period from March 4, 2014 to March 3, 2015, 106% of
the Liquidation Preference, (h) for the period from March 4, 2015 to March 3,

                                     3


2016, 105% of the Liquidation Preference, (i) for the period from March 4,
2016 to March 3, 2017, 104% of the Liquidation Preference, (j) for the period
from March 4, 2017 to March 3, 2018, 103% of the Liquidation Preference, (k)
for the period from March 4, 2018 to March 3, 2019, 102% of the Liquidation
Preference, (l) for the period from March 4, 2019 to March 3, 2020, 101% of
the Liquidation Preference, and (m) after March 4, 2020, 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 C 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 C 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 C Preferred Stock shall be entitled to
receive, out of funds legally available for that purpose, cash dividends in
an amount equal to 6% 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 the 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 March 31,
2006  The period between consecutive Dividend Payment Dates shall hereinafter
be referred to as a "Dividend Period."  For purposes hereof, the rights of
holders of the Series C Preferred Stock to payment of such dividends shall
rank pari passu with any other shares of Parity Stock then outstanding.


                                     4




    b.  Dividends on any shares of Series C 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 the 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 C 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 C Preferred Stock
shall not have been paid in full, in an aggregate amount equal to two full
quarterly dividends on such shares of Series C Preferred Stock then
outstanding, the number of directors then constituting the Board of Directors
of the Corporation shall automatically be increased by one, and the holders
of such shares of Series C Preferred Stock shall have, in addition to the
right to elect one director pursuant to Section 7, the exclusive and special
right, voting separately as a class, to elect the director to fill such newly
created directorship; provided, however, that in no event shall the holders
of such shares of Series C Preferred Stock voting separately as a class as
aforesaid have the right to elect more than one director pursuant to this
Section 2(d).  Whenever such right of the holders of such shares of Series C
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 C Preferred Stock, voting
separately as a class to elect a member of the Board of Directors of the
Corporation as aforesaid, shall continue until such time as all dividends
accumulated on such shares of Series C 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 C Preferred Stock to
vote separately as a class for the election of a director 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.


                                     5



    e.  So long as any shares of the Series C 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 C 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 C 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 C Preferred Stock shall be entitled to be paid the Liquidation
Preference of all outstanding shares of the Series C 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 C 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 C 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 C 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 C Preferred Stock shall not be redeemed in whole or in part
on or prior to March 3, 2008, except as provided in Section 6 hereof.  After
March 3, 2008, the Corporation may, at its option, redeem in cash at any

                                     6


time, in whole or in part, the Series C Preferred Stock at the Redemption
Price per share.  If less than all the outstanding shares of Series C
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 C 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 C 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 C Preferred Stock.  The
Corporation may act as the transfer agent for the Series C Preferred Stock.

    c.  The Corporation may act as the redemption agent to redeem the Series
C 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, its transfer agent for Common Stock 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 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 C 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.

                                     7



    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 C 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 C 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.

    e.  In the event that the Series C Preferred Stock and any Parity Stock
are each the subject of redemption and the total amount of funds legally
available for redemption is insufficient to redeem both the Series C
Preferred Stock and such Parity Stock, then the Series C Preferred Stock and
the shares of such Parity Stock shall be redeemed ratably based on the
aggregate redemption amount payable with respect to the shares of Series C
Preferred Stock and the shares of the Parity Stock then redeemable.

Section 5.  Conversion Rights.  The Series C Preferred Stock shall be
convertible into Common Stock as follows:

    a.  Conversion at Holder's Option. The holder of any shares of the Series
C Preferred Stock shall have the right at such holder's option, at any time
and from time to time following the Issue Date and without the payment of any
additional consideration, to convert any or all of such shares of the Series
C 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 C Preferred
Stock may exercise the conversion right specified in this Section 5(a) by
surrendering or causing to be surrendered to the Corporation or any transfer

                                     8


agent of the Corporation the certificate or certificates representing the
shares of the Series C 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 C 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 C
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 C 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 $13.62 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 C 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 C 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 C 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 C 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 C 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

                                     9


expense of the Corporation, a new certificate representing the number of
shares of the Series C 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 C 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 C Preferred Stock.
If more than one share of the Series C 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 C 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 C 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)

                                     10


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 C Preferred Stock surrendered for conversion after such date shall be
entitled to receive the number of shares of Common Stock which such holder
would have owned or been entitled to receive had such shares of Series C
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 of Directors
of the Corporation, whose determination shall be conclusive) of said shares,
evidences of indebtedness, assets, rights or warrants, as the case may be, 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 of Directors 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

                                     11


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 of the Corporation, 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 the events referred to in clauses
(i), (ii) and (iii) above being a "Corporate Change"), then the holders of
Series C 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 C Preferred Stock to the end that the economic value of the
shares of Series C 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

                                     12


of Common Stock upon conversion of any shares of the Series C 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 C 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
C 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 C 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 C 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 issuance 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 C Preferred Stock as
herein provided, free from preemptive rights or any other actual or
contingent purchase rights of persons other than the holders of shares of
Series C 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 C Preferred Stock (the "Reserved Amount").  All shares of
Common Stock and other securities that shall be so issuable upon conversion
of the Series C Preferred Stock shall, upon issuance, 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 C Preferred Stock, the Corporation shall
immediately notify the holders of Series C 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 C
Preferred Stock at the then current Conversion Price.  Each holder of Series
C 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

                                     13


Date, each holder of Series C 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 C 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 C 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 C 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), (ii), (iii) and (iv) 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 except that options to purchase Voting Stock
shall be excluded from such computation;

        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;

                                     14

then, upon the occurrence of any such Redemption Event, each holder of shares
of Series C 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 C 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 C Preferred Stock), the Corporation
shall within two business days following such receipt deliver a written
notice (a "Redemption Announcement") to all holders of Series C Preferred
Stock stating the date upon which the Corporation received such Redemption
Notice and the amount of Series C Preferred Stock covered thereby.  The
Corporation shall not redeem any shares of Series C 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 C 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 C 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 C 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 that the Series C Preferred Stock and any Parity Stock
are each the subject of redemption and the total amount of funds legally
available for redemption is insufficient to redeem both the Series C
Preferred Stock and such Parity Stock, then the Series C Preferred Stock and
the shares of such Parity Stock shall be redeemed ratably based on the
aggregate redemption amount payable with respect to the shares of Series C
Preferred Stock and the shares of the Parity Stock then redeemable.

    d.  In the event the Corporation is not able to redeem all of the shares
of Series C 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 C Preferred Stock from each holder pro rata, based on
the total number of shares of Series C 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 C 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.

                                     15

Section 7.  Voting Right to Elect a Director. From and after March 21, 2006,
the holders of the Series C Preferred Stock, voting or consenting, as the
case may be, separately as a single class to the exclusion of all other
classes and series of the Corporation's capital stock and with each share of
Series C Preferred Stock entitled to one vote, shall be entitled to elect one
director to the Corporation's Board of Directors ("Series C Director").
Jeremy W. Hobbs is hereby designated as the Series C Director elected by the
holders of the Series C Preferred and he shall continue to serve in that
capacity until such time as he resigns, is removed from office, dies or
becomes disabled.  The Series C Director may be removed at any time by vote
or written consent of the holders of a majority of the outstanding shares of
Series C Preferred Stock.  If the holders of the Series C Preferred Stock for
any reason fail to elect a person to fill the directorship to which they are
otherwise entitled under this Section 7, such directorship shall remain
vacant until such time as the holders of the Series C Preferred Stock elect a
director to fill such directorship and such directorship shall not be filled
by resolution or vote of the Corporation's Board of Directors or the
Corporation's other stockholders.  Any vacancy occurring because of the
death, disability, resignation or removal of the Series C Director shall be
filled by the vote or written consent of the holders of a majority of the
outstanding shares of Series C Preferred Stock.

Section 8.  Rights Relating to Corporate and Management Structure.  The
Corporation shall implement a holding company structure (the "Structure")
reasonably satisfactory to the holders of a majority of the Series C
Preferred Stock  pursuant to which the Corporation's various businesses will
be owned by the Corporation (unless sold) but separated for management,
operations, certain financing and other purposes.  The Structure shall be
functional immediately upon the Issue Date, with the legal form (including,
without limitation, amendments to By-laws of the Corporation and its
subsidiaries reasonably satisfactory to such holders to implement the
Structure and the other provisions of this Section 8) to follow as soon as
practicable.  Upon the Issue Date the Corporation shall also create a holding
company Office of the Chairman.  Members of such Office will be William F.
Wright as Chairman, Christopher H. Atayan as Vice Chairman and a Chief
Financial Officer to be designated by the holders of a majority of the Series
C Preferred Stock.  Such members of the Office of the Chairman will be
officers of the Corporation.  Kathleen M. Evans, Eric J. Hinkefent and the
new Chief Executive Officer of Hawaiian Natural Water Co., Inc., a subsidiary
of the Corporation ("Hawaiian Springs") and their respective successors will
report to the Office of the Chairman.  Michael D. James will continue as
Chief Accounting Officer and Chief SEC Compliance Officer of the Corporation
and as Chief Financial Officer of the convenience store distribution
business.  Mr. James and his successor will report to the office of the
Chairman.  The Corporation shall use its reasonable best efforts (and cause
its subsidiaries to use their respective reasonable best efforts) to fully
implement and comply with the foregoing provisions and rights of the holders
of a majority of the Series C Preferred Stock; provided, however, that
anything in this Section 8 to the contrary notwithstanding, nothing contained
in this Section 8 shall: (i) limit the discretion of the Board of Directors

                                     16


of the Corporation to elect or remove officers (or their successors) of the
Corporation, amend the By-laws of the Corporation or otherwise manage the
business and affairs of the Corporation; or (ii) create any employee or other
rights of officers or employees of the Corporation or its subsidiaries or
modify or affect any employee or severance agreement.

Section 9.  Other Voting Rights.  The holders of Series C Preferred Stock
shall not be entitled to any voting rights except as provided in Section 2(d)
or Section 7, above, and as required by law.

Section 10.  No Preemptive Rights.  The holders of Series C 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 11.  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 12.  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 C 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 C 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 C Preferred Stock.

Section 13.  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 C
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 C 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 14.  Waiver.  Notwithstanding any provision in this Certificate of
Designation to the contrary, any provision contained herein and any right of
the holders of Series C Preferred Stock granted hereunder may be waived as to
all shares of Series C Preferred Stock (and the holders thereof) upon the

                                     17


written consent of the holders of a majority of the Series C 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 C Preferred Stock shall be required.

Section 15.  Severability of Provisions.  If any right, preference or
limitation of the Series C 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 16.  Status of Reacquired Shares.  Shares of Series C 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 C Preferred
Stock and may be redesignated and reissued.

IN WITNESS WHEREOF, this Certificate of Designations has been duly executed
by the undersigned this 6th day of March, 2006.

AMCON DISTRIBUTING COMPANY

By:  /s/ Michael D. James
     ----------------------
Name:  Michael D. James
Title: Vice President and
         Chief Financial Officer




                                     18
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.2
<SEQUENCE>3
<FILENAME>ex42specstockcert.txt
<DESCRIPTION>EXHIBIT 4.2 SPECIMEN STOCK CERTIFICATE
<TEXT>
                                 Exhibit 4.2


                  Incorporated Under the Laws of Delaware

Number                                                              Shares
- -0-                                                                   -0-

                            AMCON DISTRIBUTING COMPANY

                      Series C Convertible Preferred Stock

                    80,000 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, the 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 to 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 class 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 MUST CORRESPOND WITH THE NAME AS
WRITTEN UPON THE FACE OF THE CERTIFICATE, IN EVERY PARTICULAR, WITHOUT
ALTERATION OR ENLARGEMENT, OR ANY CHANGE WHATEVER.

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.3
<SEQUENCE>4
<FILENAME>ex43secpurchaseagreement.txt
<DESCRIPTION>EXHIBIT 4.3 SECURITIES PURCHASE AGREEMENT
<TEXT>
                               Exhibit 4.3


                        AMCON DISTRIBUTING COMPANY

                      SECURITIES PURCHASE AGREEMENT


This Securities Purchase Agreement ("Agreement") as of the 3rd day of March,
2006 by and between AMCON DISTRIBUTING COMPANY, a Delaware corporation (the
"Company" or "AMCON") and Draupnir Capital, LLC, a Delaware limited liability
company (the "Purchaser").

WHEREAS, the Company desires to issue and sell to Purchaser, and Purchaser
desires to purchase from the Company, certain Securities (as defined below)
of the Company; and

WHEREAS, the Company and Purchaser desire to set forth certain matters and
procedures relating to the structure, governance, financing and management of
the Company and its Subsidiaries.

NOW, THEREFORE, the parties hereto AGREE as follows:

SECTION 1.  THE SECURITIES.

     Section 1.1.  Subject to the terms and conditions set forth herein, the
Company will issue and sell 80,000 shares of its Series C Convertible
Preferred Stock with the terms set forth on the Certificate of Designations
("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 PREFERRED STOCK.

     Subject to the terms and conditions of this Agreement, the Company will
issue and sell to Purchaser and Purchaser will purchase from the Company
concurrently with the execution of this Agreement the number of shares of
Preferred Stock specified in Schedule A at a purchase price equal to the
product of such number of shares times $25 per share.

SECTION 3.  CLOSING.

     (a)  Concurrently with the execution of this Agreement and delivery by
Purchaser 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 Purchaser, the Company will deliver to Purchaser a
certificate evidencing Purchaser's ownership of the number of shares of
Preferred Stock set forth opposite its 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 Purchaser that:

     Section 4.1.  Organization; Power and Authority.  The Company and each
of its Subsidiaries are corporations duly organized, validly existing and in
good standing under the laws of the State of Delaware and their respective
jurisdictions of organization.  The Company and each of its Subsidiaries has
the corporate power and authority to conduct their businesses as they are now
conducted, and the Company has the corporate power and authority to execute
and deliver this Agreement, and to perform the provisions hereof.

     Section 4.2.  Authorization, Etc.  This Agreement has 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)  527,062 shares
of Company Common Stock were issued and outstanding, (ii) 100,000 shares of
Company Series A Convertible Preferred Stock were issued and outstanding;
(iii) 80,000 shares of Company Series B Convertible Preferred Stock were
issued and outstanding; (iv) stock options to purchase an aggregate of 36,029
shares of Company Common Stock were issued and outstanding (the "Company
Stock Options") and (v) no shares of Company Common Stock were held in its
treasury.  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,
or (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

                                     2

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 Purchaser 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 and no Subsidiary of AMCON is required to file any form,
report, registration statement or prospectus or other document with the SEC;
provided, however, that AMCON has not filed a Form 10-K or 10-Q since the 10-
K for the fiscal year ended September 24, 2004 and the 10-Q for the quarter
ended June 30, 2005

       (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 presents 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

                                     3

notes and schedules) fairly presents 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 consolidated financial statements of
AMCON and its Subsidiaries, 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 June 30, 2005, (a) AMCON has suffered no
Material Adverse Effect and there is no condition, event, fact or
circumstance that, individually or in the aggregate, could reasonably be
expected to have a 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, 2005.

     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, certificate of designation, 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)  Except as set forth in Schedule 4.8, 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.

                                     4

       (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.

Purchaser represents and warrants 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, except with respect to Conversion Shares as
provided in Section 6.3 hereof, will not be, registered under the Securities
Act, and may not be offered or sold except 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

                                     5

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.

     Section 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.  The office 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.



                                     6



SECTION 6.  AGREEMENTS RESPECTING SECURITIES LAWS.

     Section 6.1.  Limitations on Resale.  Purchaser agrees that it will not
sell, assign or transfer any of the Securities at any time in violation of
the Securities Act and acknowledges that it is taking unregistered
securities, it must continue to bear the economic risk of its 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 it realizes 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.  It recognizes
that the Company is not assuming any obligation to register the Securities,
except to the extent expressly set forth herein.  Purchaser agrees 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 it and upon any transfer to any assignee.

     Section 6.2.  Transfer of Restrictions.  The Securities may not be
transferred except to an Affiliate or 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 Purchaser.

     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) Purchaser prior to its filing or other
submission.  Purchaser 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

                                     7


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:

                                     8



            (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 the
date on which all Conversion Shares covered by the Registration Statement
have been sold (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 6.3(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 Purchaser's request, the Company shall furnish to
Purchaser (if Purchaser's Securities are included in the Registration
Statement) (x) promptly after the same is prepared and publicly distributed,

                                     9

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
Purchaser 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 Purchaser 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 Purchaser as Purchaser 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,

                                     10

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 Purchaser if Purchaser's 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 Purchaser as Purchaser may reasonably request).

            (vii)  The Company shall hold in confidence and not make any
disclosure of information concerning Purchaser 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) Purchaser consents to the form and content of any such disclosure.
The Company shall, upon learning that disclosure of any information
concerning Purchaser is sought in or by a court or governmental body of
competent jurisdiction or through other means, give prompt notice to
Purchaser prior to making such disclosure, and cooperate with Purchaser, at
Purchaser's expense, in taking appropriate action to prevent disclosure of,
or to obtain a protective order for, such information.

            (viii)  At Purchaser's request, the Company shall prepare and
file with the SEC at the Purchaser's expense 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, fees and disbursements of counsel to
Purchaser, 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.  The Company shall not be obligated in any way in

                                     11


connection with any registration pursuant to this Section 6 for any selling
commissions or discounts payable by Purchaser to any underwriter or broker of
securities to be sold by Purchaser.  Purchaser agrees to pay all expenses
required to be borne by Purchaser.

       (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 to such
Offering Holder 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

                                     12


Purchaser 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 Purchaser is an Offering Holder, Purchaser agrees 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 Purchaser or any affiliate (as defined in the Securities Act) of
Purchaser specifically for use in the preparation thereof or (ii) result from
Purchaser's 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 (selected by Purchaser)
for Purchaser and for all other 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

                                     13

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 Purchaser 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 Purchaser's request, the Company will deliver to Purchaser 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 Purchaser to sell Securities
under Rule 144 without registration.

       (m)  The Company agrees to cooperate with Purchaser to facilitate the
timely preparation and delivery of certificates representing Conversion
Shares to be sold by Purchaser 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 Purchaser
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 Purchaser of such
Conversion Shares under the Registration Statement.

       (n)  Purchaser agrees that it will, and that it will cause its 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.

                                     14

       (p)  The registration rights under this Section 6 shall automatically
transfer to successor owners of Preferred Stock and Conversion Shares.

SECTION 7.  NOMINEE TO BOARD OF DIRECTORS

       (a)  If, assuming conversion of all shares of Preferred Stock, the
Purchaser and its Affiliates beneficially own (determined in accordance with
Rule 13d-3 under the Exchange Act) shares of Company Common Stock which
represent five percent (5%) or more of the outstanding shares of Company
Common Stock ("Ownership Amount") as of the record date for the applicable
meeting at which directors are to be elected, the Purchaser shall have the
right to nominate for election one director to serve on the Company's Board
of directors.  Such director shall be in addition to, and not in lieu of,
Messrs. Allen D. Petersen and Christopher H. Atayan, who shall continue, with
their consent, to be nominated to the Company's Board of Directors, with the
Company also taking the actions with respect to them described in Section
7(b) below to cause their election.  Further, on March 21, 2006, the Company
shall take such action to cause the additional director to be elected to the
Company's Board of Directors by the filling of a vacancy through an increase
in the size of the Board or otherwise.  The initial additional director shall
be Jeremy W. Hobbs.

       (b)  For so long as Purchaser is entitled to nominate an additional
director to serve on the Board of Directors of the Company under the
provisions of Section 7(a), the Company shall, (i) in connection with any
vote or meeting of stockholders of the Company at which directors are to be
elected, nominate the nominee of the Purchaser and (ii) use its reasonable
best efforts to cause his or her election to the Board of Directors of the
Company by the holders of the Common Stock, including (A) nominating such
nominee, (B) including the nominee in the Company's proxy statement, (C)
recommending a vote for such nominee, (D) casting votes pursuant to proxies
given to the Company in favor of such nominee and (E) taking or causing to be
taken, all other actions and doing, or causing to be done, all other things
necessary (in the reasonable opinion of the Purchaser) to give effect to the
provisions of Section 7(a) above, as applicable. All persons nominated to the
Board of Directors of the Company by the Purchaser pursuant to Section 7(a)
shall receive the same compensation and benefits (including equity-based
compensation) that are provided to the other non-executive members of the
Board of Directors of the Company.  In addition, for so long as the
provisions of Section 7(a) remain in effect, the Company shall maintain
policies of directors and officers liability insurance, with financially
sound and reputable insurers, having terms that are customary for companies
similarly situated.

       (c)  The provisions of Section 7(a) relating to the right to elect the
additional director are intended to operate in conjunction with the
provisions contained in Section 2(d) and Section 7 of the Series C Preferred
Certificate of Designation, such that, if the holder of Series C Preferred
Shares is entitled to elect one or more directors pursuant to said Section

                                     15


2(d) or Section 7 of the Series C Preferred Certificate of Designation, the
Purchaser shall not be entitled to nominate the additional director pursuant
to Section 7(a) during such period that the holder of Series C Preferred
Shares is entitled to do so pursuant to the Certificate of Designation.

SECTION 8.  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 Purchaser.

SECTION 9.  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 Purchaser, to Purchaser or it at the address specified for
such communications in Schedule A, or at such other address as Purchaser
shall have specified to the Company in writing,

       (b)  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 Purchaser in writing.  Notices under
this Section 9 will be deemed given only when actually received.

SECTION 10.  CONFIDENTIAL INFORMATION.

For the purposes of this Section 10, "Confidential Information" means
information delivered to Purchaser 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 Purchaser prior to the time of such disclosure, (b) subsequently
becomes publicly known through no act or omission by Purchaser or any Person
acting on Purchaser's behalf, or (c) otherwise becomes known to Purchaser
other than through disclosure by the Company or any Subsidiary.  Purchaser
will maintain the confidentiality of such Confidential Information in
accordance with procedures adopted by Purchaser in good faith to protect
confidential information of third parties delivered to Purchaser; provided
that Purchaser may deliver or disclose Confidential Information to (i)
Purchaser's directors, trustees, officers, employees, agents, attorneys and
affiliates (to the extent such disclosure reasonably relates to the
administration of Purchaser's investment in the Securities), (ii) Purchaser's
financial advisors and other professional advisors who agree to hold
confidential the Confidential Information substantially in accordance with
the terms of this Section 10, (iii) any other holder of any Securities, (iv)

                                     16


any Institutional Investor to which Purchaser's sells 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 10), (v) any Person from which
Purchaser offers 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 10), (vi) any federal or state
regulatory authority having jurisdiction over Purchaser, (vii) the National
Association of Insurance Commissioners or any similar organization, or any
nationally recognized rating agency that requires access to information about
Purchaser's 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 Purchaser,
(x) in response to any subpoena or other legal process, or (y) in connection
with any litigation to which Purchaser is a party, to the extent Purchaser
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 10.

SECTION 11.  OTHER AGREEMENTS

     Section 11.1.  Use of Proceeds. The entire $2,000,000 of proceeds
received by the Company from the sale of the Preferred Stock will be used
solely to pay down the existing secured credit facilities of AMCON from
LaSalle Bank National Association.

     Section 11.2.  Listing on Securities Exchange. The Company shall file an
additional listing application with the American Stock Exchange for the
listing of the Conversion Shares as soon as reasonably practicable.

     Section 11.3.  Execution of Loan Agreement. The Execution of this
Agreement will be timed to coincide with or be subsequent to the execution of
sixth amendment to Amended and Restated Loan and Security Agreement (the
"Loan Agreement") by and between, among others, the Company and LaSalle Bank
National Association, as agent, which Loan Agreement shall contain terms
satisfactory to Purchaser, including but not limit to, terms relating to
availability of over advances to AMCON, provisions permitting the payment of
dividends on the Preferred Stock, and other credit and liquidity issues.  The
Loan Agreement will not be further amended without the consent of Purchaser
at any time during the period that Purchaser and its Affiliates beneficially
own (determined in accordance with Rule 13d-3 under the Exchange Act) the
Ownership Amount (the "Ownership Period").

     Section 11.4.  Corporate and Management Structure.  The Company shall
implement a holding company structure (the "Structure") reasonably
satisfactory to Purchaser pursuant to which the Company's various businesses

                                     17


will be owned by the Company (unless sold) but separated for management,
operations, certain financing and other purposes.  The Structure shall be
functional immediately upon Closing, with the legal form (including, without
limitation, amendments to By-laws of the Company and its Subsidiaries
reasonably satisfactory to Purchaser to implement the Structure and the other
provisions of this Section 11.4) to follow as soon as practicable.  Upon the
Closing, the Company shall also create a holding company Office of the
Chairman.  Members of such Office will be William F. Wright as Chairman,
Christopher H. Atayan as Vice Chairman and a Chief Financial Officer to be
designated by Purchaser.  Such members of the Office of the Chairman shall be
officers of the Company.  From and after the Closing until such time
designated by Purchaser, the Office of the Chairman will be headquartered in
Chicago with Purchaser providing office space for a nominal consideration.
Kathleen M. Evans, Eric J. Hinkefent and the new Chief Executive Officer of
Hawaiian Natural Water Co., Inc., a subsidiary of the Company ("Hawaiian
Springs") and their respective successors will report to the Office of the
Chairman.  Michael D. James will continue as Chief Accounting Officer and
Chief SEC Compliance Officer of the Company and as Chief Financial Officer of
the convenience store distribution business.  Mr. James and his successor
will report to the office of the Chairman.  Purchaser will provide interim
management support to Hawaiian Springs on a contract basis mutually agreed
upon until the new Chief Executive Officer of Hawaiian Springs is elected.
The Company shall use its reasonable best efforts (and cause its Subsidiaries
to use their respective reasonable best efforts) to fully implement and
comply with the foregoing provisions and rights of Purchaser; provided,
however, that anything in this Section 11.4 to the contrary notwithstanding,
nothing contained in this Section 11.4 shall:  (i) limit the discretion of
the Board of Directors of the Company to elect or remove officers (or their
successors) of the Company, amend the By-laws of the Company or otherwise
manage the business and affairs of the Company; or (ii) create any employee
or other rights of officers or employees of the Company or its Subsidiaries
or modify or affect any employee or severance agreement.

     Section 11.5.  Payment of Counsel Fees. The Company agrees to reimburse
the Purchaser at the Closing for all reasonable fees and out-of-pocket
expenses of counsel to the Purchaser in connection with its representation of
Purchaser in the purchase of the Preferred Stock.

SECTION 12.  MISCELLANEOUS.

     Section 12.1.  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 12.2.  Severability.  Any provision of this Agreement that is
prohibited or unenforceable in any jurisdiction shall, as to such
jurisdiction, be ineffective only to the extent of such prohibition or
unenforceability and without invalidating the remaining provisions hereof,
and any such prohibition or unenforceability in any jurisdiction shall (to

                                     18


the full extent permitted by law) not invalidate or render unenforceable such
provision in any other jurisdiction.

     Section 12.3.  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 12.4.  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 12.5.  Governing Law; Costs.  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.  In the event of a dispute
under this Agreement, the substantially prevailing party shall be entitled to
recover its costs and expenses, including attorneys' fees and expenses, from
the other party.

     Section 12.6.  Amendments and Waivers.  This Agreement may only be
amended by an instrument in writing signed by the Company and Purchaser.  Any
failure of any party to comply with any obligation, covenant, agreement,
condition or provision herein may be waived only by a written instrument
signed by the party granting such waiver and such waiver or failure to insist
upon strict compliance with such obligation, covenant, agreement, condition
or provision shall not operate as a waiver of, or estoppel with respect to,
any subsequent or other failure.

IN WITNESS WHEREOF, this Agreement has been executed as of the date first
above written.

AMCON DISTRIBUTING COMPANY

By: /s/ Kathleen M. Evans
    ---------------------
    Kathleen M.  Evans
    President

DRAUPNIR CAPITAL, LLC

By: /s/ Jeremy W. Hobbs
    -------------------
    Jeremy W. Hobbs
    Chief Executive Officer
                                     19




Exhibit A Form of Certificate of Designations regarding
          Series C Preferred Stock

Schedule A     Description of number of shares of Securities purchased

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)

                   CERTIFICATE OF DESIGNATIONS


[Filed with this Report on Form 8-K as Exhibit 4.1]


- -----------------------------------------------------------------------------

           SCHEDULE A (to Securities Purchase Agreement)
       DESCRIPTION OF NUMBER OF SHARES OF SECURITIES PURCHASED


                       Number of Shares of
                     Series C Preferred Stock
                          to be Purchased
                     ------------------------



DRAUPNIR CAPITAL, LLC
515 North State Street
Suite 2650
Chicago, Illinois 60610
Attn:  Jeremy W. Hobbs
Chief Executive Officer                        Number of Shares: 80,000











                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, 2004, as amended (the "AMCON 10-
K"), (ii) AMCON's quarterly reports on Form 10-Q for its fiscal quarters
ended December 31, 2004, as amended, March 31, 2005 and June 30, 2005 and
(iii) all other reports, filings, registration statements and other documents
filed by it with the SEC since September 30, 2004.

"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.

"Certificate of Designations" is defined in Section 1.

"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.

"Hawaiian Springs" is defined in Section 11.

"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 or should have been 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.

"Ownership Amount" is defined in Section 7.

"Ownership Period" is defined in Section 11.3.

"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.

"Structure" is defined in Section 11.4.

"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.  The rights and
obligations described on this Schedule are subject to the imposition of a
possible rescission remedy as described in AMCON's SEC Documents.


- -----------------------------------------------------------------------------


             SCHEDULE 4.5 (to Securities Purchase Agreement)
                      CERTAIN CHANGES AND EVENTS


None, except as described in AMCON's SEC Documents.

- -----------------------------------------------------------------------------

             SCHEDULE 4.8 (to Securities Purchase Agreement)
                            LITIGATION

None, except as described in AMCON's SEC Documents.

- -----------------------------------------------------------------------------

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>5
<FILENAME>ex101sixthamendmenttoloan.txt
<DESCRIPTION>EXHIBIT 10.1 SIXTH AMENDMENT TO LOAN AGREEMENT
<TEXT>
                             Exhibit 10.1

March 3, 2006

AMCON Distributing Company
7405 Irvington Road
Omaha, Nebraska 68122

And

Chamberlin Natural Foods, Inc.
430 North Orlando Avenue
Winter Park, Florida 32789

And

Hawaiian Natural Water Company, Inc.
98-746 Kuahao Place
Pearl City, Hawaii 96782

And

Health Food Associates, Inc.
7807 East 51st Street
Tulsa, Oklahoma 74145

And

Trinity Springs, Inc.
1101 West River Street
Suite 370
Boise, Idaho 83702

Re:  Sixth Amendment to Amended and Restated Loan and Security Agreement
(this "Amendment")


Gentlemen:

AMCON Distributing Company, a Delaware corporation, ("AMCON"), Chamberlin
Natural Foods, Inc., a Florida corporation, ("Chamberlin Natural"), Hawaiian
Natural Water Company, Inc., a Delaware corporation, ("Hawaiian Natural"),
Health Food Associates, Inc., an Oklahoma corporation, ("Health Food"), and
Trinity Springs, Inc., a Delaware corporation, ("Trinity Springs"), (AMCON,
Chamberlin Natural, Hawaiian Natural, Health Food, and Trinity Springs are
each referred to as a "Borrower" and are collectively referred to as
"Borrowers") and LaSalle Bank National Association, a national banking
association (in its individual capacity, "LaSalle"), as agent (in such
capacity as agent, "Agent") for itself, Gold Bank, a Kansas state bank, and
all other lenders from time to time party to the Loan Agreement referred to
below ("Lenders"), have entered into that certain Amended and Restated Loan
and Security Agreement dated September 30, 2004 (the "Loan Agreement").  From



time to time thereafter, Borrowers, Agent and Lenders may have executed
various amendments (each an "Amendment" and collectively the "Amendments") to
the Loan Agreement (the Loan Agreement and the Amendments hereinafter are
referred to, collectively, as the "Agreement").  Borrowers, 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.  Subsection 1 of the Agreement is amended by adding thereto in
alphabetical order the following definition of "Excess Availability":

          "Excess Availability" shall mean, as of any date of determination
by Agent, the excess, if any, of the lesser of (i) the Maximum Revolving Loan
Limit less the sum of the outstanding Revolving Loans and Letter of Credit
Obligations and (ii) the Revolving Loan Limit less the sum of the outstanding
Revolving Loans and Letter of Credit Obligations, in each case as of the
close of business on such date and assuming, for purposes of calculation,
that all accounts payable which remain unpaid more than thirty (30) days
after the due dates thereof as the close of business on such date are treated
as additional Revolving Loans outstanding on such date.


      b.  Subsection 13(d) of the Agreement is amended and restated in full,
to read as follows:


         (d)  Mergers, Sales, Acquisitions, Subsidiaries and Other
Transactions Outside the Ordinary Course of Business.

         No Borrower shall (i) enter into any merger or consolidation; (ii)
change its state of organization or enter into any transaction which has the
effect of changing its state of organization; (iii) sell, lease or otherwise
dispose of any of its assets other than in the ordinary course of business,
provided that AMCON may sell and dispose of assets with a value of less than
$250,000.00 in any transaction, or series of related transactions, provided
that the proceeds thereof, net of reasonable out of pocket disposition
expenses, are applied to the Liabilities; (iv) purchase the stock, other
equity interests or all or a material portion of the assets of any Person or
division of such Person; or (v) enter into any other transaction outside the
ordinary course of such Borrower's business, including, without limitation,
any issuance of any shares of, or warrants or other rights to receive or
purchase any shares of, any class of its stock or any other equity interest
other than (I) such issuances pursuant to the terms of such Borrower's stock

                                     2


option plan, (II) the issuance by AMCON of Series B Preferred Stock so long
as the entire proceeds thereof are used to repay the existing subordinated
indebtedness of AMCON, and (III) the issuance by AMCON of 80,000 shares of
Series C Convertible Preferred Stock to Draupnir Capital, LLC ("Draupnir")
pursuant to that certain Securities Purchase Agreement dated as of March 3,
2006 between AMCON and Draupnir so long as the entire proceeds thereof are
used to pay the Revolving Loans.  Notwithstanding anything in this Agreement
to the contrary, no Borrower shall redeem, retire, purchase or otherwise
acquire any shares of any class or series of its stock or any other equity
interest (including, without limitation, any shares of AMCON's Series A
Preferred Stock, Series B Preferred Stock or Series C Convertible Preferred
Stock); provided, however, that (i) AMCON may redeem odd lot stock (other
than AMCON's Series C Convertible Preferred Stock) in an aggregate amount not
to exceed $50,000.00 in any calendar year and other stock (other than AMCON's
Series C Convertible Preferred Stock) up to $100,000.00 in the aggregate
during any calendar year, and (ii) AMCON may redeem shares of AMCON's Series
C Convertible Preferred Stock only so long as (I) no Event of Default is in
existence at the time of, or would occur after giving effect to, any such
redemption, and (II) Borrowers shall have Excess Availability of not less
than Two Million Dollars ($2,000,000.00) after giving effect to any such
redemption.  No Borrower shall form any Subsidiaries or enter into any joint
ventures or partnerships with any other Person.

      c.  Subsection 13(e) of the Agreement is amended and restated in full,
to read as follows:

         (e)  Dividends and Distributions.

          No Borrower shall declare or pay any dividend or other distribution
(whether in cash or in kind) on any class of its stock (if such Borrower is a
corporation) or on account of any equity interest in such Borrower (if such
Borrower is a partnership, limited liability company or other type of
entity).  Notwithstanding the foregoing and provided that (i) each such
dividend payment is permitted under all applicable laws; and (ii) no Event of
Default shall have occurred prior to, or would occur as a result of, any such
dividend payment, AMCON may pay the regularly scheduled dividends on its (w)
Common Stock in an aggregate amount not to exceed $.72 per share in any
Fiscal Year, (x) Series A Preferred Stock in accordance with the terms of
such stock in an aggregate amount not to exceed $172,000 in any Fiscal Year,
(y) Series B Preferred Stock in accordance with the terms of such stock in an
aggregate amount not to exceed $140,000 in any Fiscal Year, and (z) Series C
Convertible Preferred Stock in accordance with the terms of the Series C
Certificate of Designations (as defined below) in an aggregate amount not to
exceed $120,000 in any Fiscal Year.  Without limitation of the foregoing,
AMCON hereby agrees not to accelerate, increase or prepay said dividends with
respect to its Series A Preferred Stock, Series B Preferred Stock or Series C
Convertible Preferred Stock.


                                     3




      d.  Subsection 13(g) of the Agreement is amended and restated in full,
to read as follows:

          (g)  Fundamental Changes, Line of Business.

          Except for the filing by AMCON of (i) a Certificate of Designation
for the Series B Preferred Stock and any restatements and amendments to
AMCON's certificate of incorporation to physically reflect the Certificates
of Designation for the Series A Preferred Stock and the Series B Preferred
Stock, and (ii) a Certificate of Designations, Preferences and Rights of
Series C Convertible Preferred Stock of AMCON dated as of March 3, 2006 (the
"Series C Certificate of Designations") and any restatements and amendments
to AMCON's certificate of incorporation to physically reflect the Series C
Certificate of Designations for the Series C Convertible Preferred Stock, no
Borrower shall amend its organizational documents or change its Fiscal Year
or enter into a new line of business materially different from such
Borrower's current business.

  2.  This Amendment shall not become effective until each of the following
conditions precedent has been satisfied:

      a.  Agent shall have received this Amendment, duly executed by the
parties hereto;

      b.  Agent shall have received a true, correct and complete copy of that
certain Securities Purchase Agreement dated as of March 3, 2006 between AMCON
and Draupnir Capital, LLC (the "Securities Purchase Agreement"), together
with all exhibits and schedules thereto, all in form and substance
satisfactory to Agent, duly executed by the parties thereto, certified by an
officer of AMCON; and

      c.  Agent shall have received from AMCON to pay the Revolving Loans all
of the proceeds from the issuance and sale by AMCON of shares of Series C
Convertible Preferred Stock pursuant to the Securities Purchase Agreement and
such proceeds shall have been no less than $2,000,000.00.

  3.  The representations and warranties set forth in Section 11 of the
Agreement shall be deemed remade as of the date hereof by each Borrower,
except that any and all references to the Agreement in such representations
and warranties shall be deemed to include this Amendment.  No Event of
Default has occurred and is continuing and no event has occurred and is
continuing which, with the lapse of time, the giving of notice, or both,
would constitute an Event of Default under the Agreement.

  4.  Borrowers agree to pay on demand all costs and expenses of or incurred
by Agent (including, but not limited to, legal fees and expenses) in
connection with the negotiation, preparation, execution and delivery of this
Amendment.


                                     4



  5.  This Amendment may be executed in two or more counterparts, each of
which shall be deemed an original, and all of which together shall constitute
one and the same instrument.

  6.  Except as expressly amended hereby, the Agreement and the Other
Agreements are hereby ratified and confirmed by the parties hereto and remain
in full force and effect in accordance with the terms thereof.  Each Borrower
hereby reaffirms its grant of the security interest in the Collateral.

  7.  This Amendment shall be governed by and construed under the laws of the
State of Illinois, without regard to conflict of laws principles of such
State.


LASALLE BANK NATIONAL ASSOCIATION,
a national banking association,
as Agent and a Lender

By: /s/ Mitchell Rasky
    ------------------
        Mitchel Rasky
Title:  Sr. Vice President

GOLD BANK,
a Kansas state bank,
as a Lender

By: /s/ Mark Jannaman
    -----------------
        Mark Jannaman
Title:  Vice President


ACKNOWLEDGED AND AGREED TO this 3rd day of March, 2006:

AMCON DISTRIBUTING COMPANY

By: /s/ Michael D. James
    --------------------
        Michael D. James
Title:  Vice President and Chief Financial Officer


HAWAIIAN NATURAL WATER COMPANY, INC.

By: /s/ Michael D. James
    --------------------
        Michael D. James
Title:  Secretary


                                     5


CHAMBERLIN NATURAL FOODS, INC.

By: /s/ Michael D. James
    --------------------
        Michael D. James
Title:  Secretary


HEALTH FOOD ASSOCIATES, INC.

By: /s/ Michael D. James
    --------------------
        Michael D. James
Title:  Secretary


TRINITY SPRINGS, INC.

By: /s/ Michael D. James
    --------------------
        Michael D. James
Title:  Asst. Secretary


Consented and agreed to by the following guarantor(s) of the obligations of
AMCON DISTRIBUTING COMPANY, HAWAIIAN NATURAL WATER COMPANY, INC., CHAMBERLIN
NATURAL FOODS, INC., and HEALTH FOOD ASSOCIATES, INC. to LaSalle Bank
National Association, as Agent.


/s/ William F. Wright
- ---------------------
William F. Wright
Date:  March 3, 2006






                                     6
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-20.1
<SEQUENCE>6
<FILENAME>ex201pressrelease.txt
<DESCRIPTION>EXHIBIT 20.1 PRESS RELEASE
<TEXT>
                                 Exhibit 20.1


                                  NEWS RELEASE

                      AMCON ANNOUNCES STRATEGIC INVESTMENT
                        AND SENIOR EXECUTIVE APPOINTMENT

Chicago, IL, March 7, 2006    AMCON Distributing Company (AMEX:DIT), an
Omaha, Nebraska based consumer products company, announced that it has raised
$2,000,000 through the issuance of 80,000 shares of a new issue of Series C
Convertible Preferred Stock to an affiliate of Draupnir LLC.  The shares have
a liquidation preference of $25, are convertible into AMCON common stock at
$13.62 per share and bear dividends at a rate of 6%.  Draupnir is a privately
held operating and holding company in Chicago, Illinois with significant
investments in consumer related businesses.

William F. Wright, AMCON's Chairman and Chief Executive Officer said, "We are
delighted to have our good friends at Draupnir continue their long term
sponsorship of AMCON.   Our core businesses of wholesale consumer product
distribution led by Kathy Evans and retail health food stores led by Eric
Hinkefent are fundamentally strong and well-positioned for the future."
Draupnir and its Chairman Allen Petersen have successfully invested alongside
Wright in a variety of businesses for over twenty years. Petersen added "The
common denominator in all of our collaborations over the years has been a
mutual core belief that quality can never be compromised. AMCON's large and
well respected customer base certainly affirms that notion in our view."

Jeremy Hobbs, the Chief Executive Officer of Draupnir commented, "We are very
enthusiastic about the future growth prospects of AMCON.  We have increased
our investment in AMCON over the course of the past few years and are
supportive of AMCON's entire management team and dedicated employees. AMCON's
focus on first class customer service and quality consumer products dovetails
with Draupnir's philosophy of always placing its customers' interests first."
Hobbs has also been appointed to the Board of Directors of AMCON.

Kathleen M. Evans, AMCON's President said, "We are looking to aggressively
grow AMCON, both internally and by acquisition.  Our cash flow continues to
be strong and we are seeing many opportunities to expand our revenue base
with both customers and vendors."

In addition to the capital infusion, AMCON also announced that Christopher
Atayan, currently a director of AMCON, has agreed to assume additional
responsibilities as Vice Chairman.   Wright commented, "Chris has been
involved with our Company since the late '80s and has worked closely with us
over the years as Investment Banker, significant investor and on our Board of
Directors.  His focus on our strategic objectives comes at an important time
in AMCON's corporate evolution."






Atayan said, "AMCON has an attractive set of assets that are clearly "Best In
Breed."  I look forward to continuing to work with Bill Wright, Kathy Evans,
Eric Hinkefent and Mike James, AMCON's Chief Financial Officer, to maximize
our shareholder value.  The continuing support of Draupnir and our commercial
banking institutions as we move forward on our strategic plan is much
appreciated."

AMCON also announced that it has received several expressions of interest
from third parties with respect to both of its branded water businesses, and
is continuing to work with its legal and financial advisors to realize the
maximum value possible to AMCON for those assets.

AMCON is a leading wholesale distributor of consumer products, including
beverages, candy, tobacco, groceries, food service, frozen and chilled foods,
and health and beauty care products with distribution centers in Illinois,
Missouri, Nebraska, North Dakota and South Dakota.  Chamberlin's Natural
Foods, Inc. and Health Food Associates, Inc., both wholly-owned subsidiaries
of The Healthy Edge, Inc., operate health and natural product retail stores
in central Florida (6), Kansas, Missouri, Nebraska and Oklahoma (4).  The
retail stores operate under the names Chamberlin's Market & Cafe and Akin's
Natural Foods Market.  Hawaiian Natural Water Company, Inc. produces and
sells natural spring water under the Hawaiian Springs label in Hawaii and
other foreign markets and purified bottled water on the Island of Oahu in
Hawaii.  The natural spring water is bottled at the source on the Big Island
of Hawaii.  Trinity Springs, Inc. produces and sells geothermal bottled water
and a natural mineral supplement under the Trinity label and recently
introduced a vitamin enhanced beverage product under the Trinity Enhanced
label.  The water and mineral supplement are both bottled at the base of the
Trinity Mountains in Paradise, Idaho, one of the world's deepest known
sources.

This news release contains forward-looking statements that are subject to
risks and uncertainties and which reflect management's current beliefs and
estimates of future economic circumstances, industry conditions, Company
performance and financial results.  A number of factors could affect the
future results of the Company and could cause those results to differ
materially from those expressed in the Company's forward-looking statements
including, without limitation, availability of sufficient cash resources to
conduct its business and meet its capital expenditures needs.  Moreover, past
financial performance should not be considered a reliable indicator of future
performance.  Accordingly, the Company claims the protection of the safe
harbor for forward-looking statements contained in the Private Securities
Litigation Reform Act of 1995 with respect to all such forward-looking
statements.

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

FOR FURTHER INFORMATION CONTACT:
AMCON Distributing Company, Chicago
Christopher Atayan (312) 327-1770
Fax (312) 527-3964


                                  -end-
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
-----END PRIVACY-ENHANCED MESSAGE-----
