GUARANTY AND SURETYSHIP AGREEMENT



This Guaranty and Suretyship Agreement (this "Agreement" or the

"Guaranty") is made as of the 17th day of June, 2004 by William F.

Wright ("Guarantor") in favor of AMCON Distributing Company, Inc., a

Delaware corporation ("AMCON").  Capitalized terms not elsewhere

defined herein shall have the meanings set forth in that certain Asset

Purchase Agreement (the "Asset Purchase Agreement") dated as of April

24, 2004, as amended among AMCON, TSL Acquisition Corp, a Delaware

corporation and a wholly-owned subsidiary of AMCON (the "Sub").



                           RECITALS



A.  The Sub has purchased substantially all of the assets of Trinity

pursuant to the terms of the Asset Purchase Agreement;



B.  In connection with the transactions contemplated by the Asset

Purchase Agreement, the Sub has issued to Trinity (a) a Promissory

Note in the original principal amount of FIVE HUNDRED THOUSAND DOLLARS

($500,000) (the "Three Year Note"); (b) a Promissory Note in the

original principal amount of TWO MILLION EIGHT HUNDRED TWENTY-EIGHT

THOUSAND FOUR HUNDRED FORTY AND 00/100 DOLLARS ($2,828,440.00) (the

"Ten Year Note"); and (c) pursuant to Section 11.1 of the Asset

Purchase Agreement, certain royalty payment obligations with respect

to the sale of water after the date hereof (the "Water Royalty");



C.  As a condition to Trinity's obligation to enter into the Asset

Purchase Agreement and perform its obligations thereunder, AMCON

entered into a Guaranty and Suretyship Agreement (the "AMCON

Guaranty") to guaranty the Sub's payment obligations under the Three

Year Note, the Ten Year Note and the Water Royalty, subject to certain

limitations set forth therein;



D.  AMCON and LaSalle Bank National Association (in its individual

capacity, "LaSalle"), a national banking association for itself, as a

Lender, and as Agent ("Agent"), for all lenders that are now or

hereafter parties to the Loan Agreement (as defined below) (the

"Lenders"), Gold Bank, a Kansas state bank ("Gold Bank"), as a Lender,

have entered into that certain Loan and Security Agreement dated June

1, 2001 as amended from time to time (the "Loan Agreement");



E.  As partial inducement for the Agent to consent to the transactions

contemplated by the Asset Purchase Agreement in order to avoid a

default under the Loan Agreement, Guarantor has entered into this

Agreement to guaranty any and all indebtedness of AMCON to Trinity

under the AMCON Guaranty, subject to certain limitations set forth

therein and herein;



NOW, THEREFORE, in consideration of the premises and the mutual

covenants herein contained, and for other good and valuable

consideration, the receipt and sufficiency of which are hereby

acknowledged, Guarantor hereby agrees as follows:





                            AGREEMENT



1.  Definitions.  Capitalized terms used in this Agreement, unless

otherwise defined in this Agreement, shall have the meanings ascribed

to them in the Asset Purchase Agreement.



2.  Representations and Warranties.  Guarantor hereby represents and

warrants to AMCON as follows:



    (i)   The execution and delivery by Guarantor of this Agreement

and the performance by Guarantor of its obligations hereunder do not

and will not contravene or conflict with any law, regulation or rule,

any license, agreement, or instrument to which Guarantor is a party or

by which Guarantor or any of Guarantor's property may be bound or

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