November 18, 1998

Food For Health Co., Inc.
3655 West Washington Street
Phoenix, Arizona 85009

Re: First Amendment

Gentlemen:

Food For Health Co., Inc., an Arizona corporation ("Borrower") and LaSalle
National Bank, a national banking association ("Bank") have entered into that
certain Loan and Security Agreement dated February 25, 1998 (the "Security
Agreement").  From time to time thereafter, Borrower and Bank may have
executed various amendments (each an "Amendment" and collectively the
"Amendments") to the Security Agreement (the Security Agreement and the
Amendments hereinafter are referred to, collectively, as the "Agreement").
Borrower and Bank now desire to further amend the Agreement as provided
herein, subject to the terms and conditions hereinafter set forth.

     NOW, THEREFORE, in consideration of the foregoing recitals, the mutual
covenants and agreements set forth herein and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
the parties hereto hereby agree as follows:

     1.   The Agreement hereby is amended as follows:

          (a)   Paragraph 9 of the Agreement is deleted in its entirety and
the following is substituted in its place:

                (9)  TERMINATION:  This Agreement shall be in effect from the
date hereof until May 31, 2004 (the "Term"); provided, however, that Bank
shall not make any Loans pursuant to subparagraphs (1)(a) and (1)(b) of
Exhibit A of the Agreement after February 25, 2002 and shall  review the Loans
and the facility provided for in this Agreement annually; and, provided
further, that the security interests and liens created under this Agreement
and the Other Agreements shall survive until the payment in full of the
Liabilities.  At such time as Borrower has repaid all of the Liabilities and
this Agreement has terminated, Borrower shall deliver to Bank a release, in
form and substance satisfactory to Bank, of all obligations and liabilities of
Bank and its officers, directors, employees, agents, parents, subsidiaries and
affiliates to Borrower.  At such time as Borrower has repaid all of the
Liabilities and this Agreement has terminated and Borrower has delivered such
release to Bank, Bank shall release its liens in the Collateral and deliver to
Borrower such lien releases, terminations and reassignment as Borrower shall
reasonably request and deliver any Collateral then in its possession to
Borrower.

          (b)   Subparagraph of 11(o) of the Agreement is deleted in its
entirety and the following is substituted in its place:

                (o)  TANGIBLE NET WORTH:  Borrower shall, at all times from
the date hereof through September 30, 1999 and thereafter on the first day of
each fiscal quarter, maintain a  Tangible Net Worth of not less than the
Minimum Tangible Net Worth, as hereinafter defined.  From the date hereof
through September 30, 1999 "Minimum Tangible Net Worth" shall equal Two
Hundred Thousand and No/100 Dollars ($200,000.00).  On each of October 1,
1999, January 1, 2000, April 1, 2000, July 1, 2000 and on the first day of
each fiscal quarter thereafter, "Minimum Tangible Net Worth" shall be equal to
$200,000.00 plus the greater of (i) One Hundred Thousand and No/100 Dollars
($100,000.00), and (ii) fifty percent (50%) of Borrower's net profits during
such preceding fiscal year.   "Tangible Net Worth" shall mean, as of any time
the same is to be determined, an amount equal to shareholder's equity in
Borrower reflected on the most recent balance sheet of Borrower prepared in
accordance with generally accepted accounting principles consistently applied,
less the aggregate book value of all assets which would be classified as
intangible assets under generally accepted accounting principles, including,
without limitation, goodwill, patents, trademarks, trade names, copyrights,
franchises and deferred charges (including, without limitation, unamortized
debt discount and expense, organization and cost and deferred research and
development expense) and similar assets.

          (c)   Paragraph (1) of Exhibit A of the Agreement is deleted in its
entirety and the following is substituted in its place:

                (1)  LOAN LIMIT: Subject to the terms and conditions of the
Agreement and the Other Agreements, Bank shall, absent the occurrence of an
Event of Default, advance an amount up to the sum of the following sublimits
(the "Loan Limit"):

                     (a)  Up to eighty-five percent (85%) of the face amount
(less maximum discounts, credits and allowances which may be taken by or
granted to Account Debtors in connection therewith) of Borrower's Eligible
Accounts; plus

                     (b)  Up to seventy percent (70%) of the lower of the cost
or market value of Borrower's Eligible Inventory; plus

                     (c)  Subject to Paragraph (1).(1) of this Exhibit A, up
to One Million Eighty Thousand and No /100 Dollars ($1,080,000.00) as a
Special Accommodation; minus

                     (d)  Such reserves as Bank elects, in its sole
discretion, to  establish from time to time; provided, that (i) the aggregate
amount of advances made pursuant to subparagraphs (a) and (b) above shall in
no event exceed Six Million Five Hundred Eighty Thousand and No/100 Dollars
($6,580,000.00).

          (d)   Paragraph (1) of Exhibit A of the Agreement is amended to add
the following provision:

                (1).(1)  AVAILABILITY REDUCTIONS: The availability described
in subparagraph (1)(c) of this Exhibit A shall be automatically curtailed by
Eighteen Thousand and No/100 Dollars ($18,000.00) per month, commencing May
31, 1999, and continuing on the corresponding day of each month thereafter (or
if there is no corresponding day, on the last Business Day of such month)
until the earliest to occur of (i) the date on which said availability shall
be reduced in full; and (ii) the date upon which this Agreement terminates
pursuant to the provisions of Paragraph 9 of the Agreement, on which date said
availability shall be reduced in full.

          (e)   Subparagraph (3)(a) of Exhibit A of the Agreement is deleted
in its entirety and the following is substituted in its place:

                (a)  (i) All loans made pursuant to subparagraphs (1)(a) and
(1)(b) of this Exhibit A shall bear interest at the rate of one-half of one
percent (1/2 of 1%) per annum below Bank's publicly announced prime rate
(which is not intended to be Bank's lowest or most favorable rate in effect at
any time) (the "Prime Rate") in effect from time to time, and (ii) all loans
made pursuant to subparagraph (1)(c) of this Exhibit A shall bear interest at
the rate of one-fourth of one percent (1/4th of 1%) per annum below Bank's
Prime Rate in effect from time to time, all payable on the last Business Day
of each month in arrears.  Said rates of interest shall increase or decrease
by an amount equal to each increase or decrease in the Prime Rate effective on
the effective date of each such change in the Prime Rate.

          (f)  Paragraph (6) of Exhibit A of the Agreement is deleted in its
entirety and the following is substituted in its place:

               (6)  YEAR 2000: Borrower and its Subsidiaries have reviewed the
areas within their business and operations which could be adversely affected
by, and have developed or are developing a program to address on a timely
basis, the "Year 2000 Problem" (that is, the risk that computer applications
used by Borrower and its Subsidiaries may be unable to recognize and perform
properly date-sensitive functions involving certain dates prior to and any
date on or after December 31, 1999), and have made related appropriate inquiry
of material suppliers and vendors.  Based on such review and program, Borrower
believes that the "Year 2000 Problem" will not have a material adverse effect
on its business, assets or condition, financial or otherwise.  From time to
time, at the request of Bank, Borrower[, Parent] and its Subsidiaries shall
provide to Bank such updated information or documentation as is requested
regarding the status of their efforts to address the "Year 2000 Problem."

          (g)   Paragraph (10) of Exhibit A of the Agreement is deleted in its
entirety and the following is substituted in its place:

                (10)  CONSENT TO STOCK ACQUISITION: Borrower has requested
that Bank consent to a purchase of all of the outstanding common stock of U.S.
Health Distributors, Inc., a Florida corporation ("U.S. Health"), pursuant to
the terms and conditions set forth in the following documents in the form of
Exhibit C attached hereto and made a part hereof (the "Acquisition
Documents"):(i) Stock Purchase Agreement dated as of November 6, 1998 executed
by the Shareholders of U.S. Health and by Borrower; Consents/Resolutions to
the Stock Purchase Agreement executed by the Board of Directors and
Shareholders of Borrower and of U.S. Health, each dated November 18, 1998; and
Closing Statement; provided, however, the purchase price of the stock
purchased shall not exceed One Million Two Hundred Sixty Thousand and No/100
Dollars ($1,260,000.00) in the aggregate.  In reliance upon the foregoing and
the terms of the documents set forth above and notwithstanding anything
contained in subparagraph 11(m) of the Agreement to the contrary, Bank hereby
grants its consent to the acquisition of all of the common stock of U.S.
Health, subject to the receipt by Bank of the following documents, which shall
be in form and substance satisfactory to Bank: (a) the executed Acquisition
Documents and any related agreements; (b) a Solvency Certificate executed by
Borrower; (c) Attorney's Opinion Letters upon which Bank may rely; (d) any
other certificates, agreements or documents reasonably requested by Bank; and
(e) an Assignment of  Undertakings.

          (h)  Subparagraph (14)(b) of Exhibit A of the Agreement is deleted
in its entirety and the following is substituted in its place:

               (b)  Guaranties:  Borrower has caused  to be executed in favor
of Bank and delivered to Bank by AMCON a guaranty of the Liabilities of
Borrower to Bank.  Borrower shall cause to be executed in favor of Bank and
delivered to Bank by U.S. Health a guaranty of the Liabilities of Borrower to
Bank.

     2.   This Amendment shall not become effective until fully executed by
all parties hereto.

     3.   Except as expressly amended hereby and by any other supplemental
documents or instruments executed by either party hereto in order to
effectuate the transactions contemplated hereby, the Agreement and Exhibit A
thereto hereby are ratified and confirmed by the parties hereto and remain in
full force and effect in accordance with the terms thereof.


                                 LASALLE NATIONAL BANK,
                                 a national banking association

                                 By: Michael W. Kiss
                                     --------------------------

                                      Title: Sr. Vice President
                                             ------------------

Accepted and agreed to this
18th day of November, 1998.

FOOD FOR HEALTH CO., INC.

By: Jerry Fleming
    ------------------------

     Title: President
            ----------------



Consented and agreed to by the following guarantor(s) of the obligations of
Food For Health Co., Inc. to LaSalle National Bank.

AMCON Distributing Company, a
Delaware corporation

By: William F. Wright
    -------------------------

   Title: Chairman
          -------------------