TERM REAL ESTATE PROMISSORY NOTE


$984,000.00                                        December 21, 2004


FOR VALUE RECEIVED, the undersigned borrower (hereinafter referred to
as the "Borrower"), promises to pay to the order of GOLD BANK (herein,
together with its successors and assigns who become holders of this
Note, referred to as the "Lender") at 800 West 47th Street, Kansas
City, Missouri 64112, or at such other place as may be designated in
writing by Lender from time to time, the maximum principal sum of up
to Nine Hundred Eighty-Four Thousand and No/100 Dollars ($984,000.00)
provided the principal sum shall not exceed the lesser of 80% of the
completed appraisal cost or actual purchase price cost and cost of
planned addition of the Mortgaged Property as defined in the Real
Estate Mortgage defined below, payable as to interest only through
July 31, 2005, and payable thereafter as to principal plus interest in
fifty-four (54) equal calendar monthly installments of $4,100 based on
a two hundred forty (240) month amortization schedule with the entire
remaining principal plus all accrued interest due and payable on
December 31, 2009 (the "Maturity Date").  Interest on the unpaid
principal balance of this Note will be payable monthly in arrears.
Each monthly payment of interest only or principal and interest shall
be paid on the first (1st) day of each month beginning January 1, 2005
and ending December 1, 2009; provided, however, that the entire unpaid
principal balance of this Note plus accrued and unpaid interest
thereon shall be due and payable prior to the Maturity Date upon the
happening of certain events as set forth herein, in the Real Estate
Mortgage of even date herewith between Borrower and Lender (as amended
from time to time, the "Real Estate Mortgage") and in the Loan
Documents as defined below.  All interest payments made hereunder
shall be calculated based on the five year United States Treasury Rate
as of the date first written above plus 275 basis points ("Interest
Rate").  All principal and interest payments due hereunder are to be
made together with any additional payments provided for in the Real
Estate Mortgage and in that certain Term Equipment Promissory Note
("Equipment Note") and Security Agreement executed by Borrower for the
benefit of Lender of even date herewith ("Security Agreement")
(collectively, this Note, the Equipment Note, the Mortgage, the
Security Agreement and any other documents executed in connection
therewith shall be referred to herein as the "Loan Documents").

This Note is secured by the collateral as set forth in the Real Estate
Mortgage and is cross-collateralized against the equipment and other
collateral as set forth in the Security Agreement, the other Loan
Documents and any other collateral now or hereafter given by the
Borrower to Lender to secure the Indebtedness ("Collateral").  In
addition, this Note is cross-defaulted and co-terminus with any and
all other loans now or hereafter existing by and between Debtor,
Debtor's subsidiaries or affiliates and Secured Party.  The
cancellation or surrender of this Note, upon payment or otherwise,
shall not affect any right Lender has to retain the Collateral, the
Mortgage or any other collateral for any other Indebtedness of
Borrower to Lender.  All of the items described in such documents
constitute security for this Note, whether filed of record or
otherwise, and reference is made to the same for a further description
of the rights of Lender thereunder.

Borrower shall have the right to prepay this Note in whole or in part
at any time; provided, however, if a third party (i.e., not Borrower
or a subsidiary thereof) prepays this Note in whole or in part prior
to the Maturity Date, Borrower shall pay Lender (in addition to the
outstanding principal and interest payments due Lender under the Loan
Documents) a prepayment penalty of 1% calculated on the outstanding
principal and interest balance of this Promissory Note and the
Equipment Note at the time the prepayment is made.  All prepayments
shall be credited first to amounts owing by Borrower to Lender other
than principal and interest, second to interest, and third to the
principal balance.

Upon the occurrence of any of the following events:

1.  Failure to pay when due any principal or interest or other amount
due on this Note or the Equipment Note or any costs, fees,
reimbursable expenses or other amounts payable by Borrower under any
of the Loan Documents that is not cured within any applicable cure
period in the Loan Documents; or

2.  If for any reason Borrower dissolves, terminates or otherwise
ceases to exist or is not extended beyond the term of this Note, the
Equipment Note or the Loan Documents; or

3.  The occurrence of any other Event of Default under this Note or
the Loan Documents which is not cured within any applicable cure
period (if any) contained in this Note or the Loan Documents;  then
Lender may, at Lender's option:  (i) have all principal, interest,
fees, charges, expenses and other costs outstanding or owing hereunder
bear interest at the Interest Rate plus two percent (2%) ("Default
Interest Rate") for so long as said Event of Default shall continue;
and (ii) declare all sums outstanding or owing hereunder, in the
Equipment Note and in the other Loan documents, including principal,
interest, fees, charges, expenses and other costs to be immediately
due and payable without presentment, demand or notice of any kind, all
of which are hereby expressly waived by Borrower.

To induce Lender to enter into the Loan Documents, and to advance to
Borrower as herein provided, Borrower represents and warrants and, so
long as any indebtedness and Obligations (as defined in the Mortgage
and other Loan Documents) remains unpaid or the Loan Documents remain
in effect, Borrower shall be deemed continuously to represent and
warrant as follows:

Borrower is and will continue to be a Delaware corporation duly formed
and validly existing under the laws of the State of Delaware; Borrower
has adequate power, authority and legal right to own, manage and hold
the Real Estate as described in the Mortgage; and Borrower has
adequate authority, power and legal right to enter into and carry out
the provisions of this Note, to borrow money and to give security for
borrowing as required by this Note and to consummate the transactions
contemplated hereby and under the Loan Documents.

Neither this Note, nor any statements or documents referred to herein
or delivered by Borrower in any of the other Loan Documents, contains
any untrue statement or omits to state a material fact necessary to
make the statements herein or therein not misleading.

Borrower will execute and deliver or cause to be executed and
delivered to Lender all of the Loan Documents required by the terms
hereof together with all other instruments and documents relating
thereto as required by Lender.

Borrower will notify Lender in the event any lien is filed against the
Collateral or Mortgage is foreclosed on the subject Real Estate.

Borrower will maintain and keep the Real Estate as described in the
Mortgage and the contents thereof properly insured in all respects up
to at least the fair market value of the Real Estate.

Borrower has or will perform and comply with each and all of the terms
and provisions of this Note, any and all of the other Loan Documents
and any and all other instruments and documents respecting the loan
described herein.

All covenants, representations and warranties made herein shall
survive the repayment of the Note, the Real Estate Note and the Loan
Documents.  Borrower's request for this loan shall constitute an
affirmation on behalf of Borrower that the foregoing covenants,
representations and warranties remain true and correct as of the date
of such request.

No provision of this Note shall be construed to mean that Borrower has
paid or agreed to pay, directly or indirectly, under any circumstances
whatsoever, any interest in excess of that which lawfully may be
charged under any applicable laws relating to interest. If for any
reason interest in excess of the highest lawful rate shall at any time
be paid hereunder, any such excess shall constitute and shall be
treated as a payment on the principal amount due.

Each payment hereunder and in the Loan Documents shall be made in
lawful money of the United States of America and payable in
immediately available funds on the date that such funds are due at
Lender's address set forth above or at such other place as the legal
holder hereof shall from time to time designate to Borrower in
writing.  If any payment of principal or interest on this Note is due
on a Saturday, a Sunday or a legal holiday under the laws of the State
of Kansas, such payment shall be made on the next succeeding business
day, and such extension of time shall be included in computing
interest in connection with such payment.

Borrower agrees to pay to Lender a .50% loan fee on each amount
borrowed under this Note and the Equipment Note.  In addition,
Borrower hereby agrees to reimburse the Lender and will pay all of
Lender's reasonable costs and expenses incurred in connection with: i)
due diligence costs, preparation, negotiation, execution, delivery,
renewal, modification, amendment, regular review, and administration
of the Note and the Loan Documents or any renewals, extensions or
modifications of any of the foregoing; ii) the making or disbursement
of the advances; and, iii) the exercise or enforcement of any of
Lender's rights or remedies under this Note or any of the other Loan
Documents, including, but not limited to, recording charges,
attorneys' fees and disbursements (including duplicating and word
processing fees), any other reasonable fees and costs for services
that are not customarily performed by Lender's salaried employees, and
any other fees, costs or expenses expended by Lender under this Note
and the other Loan Documents. The provisions of this Section will
survive the termination of this Note and the repayment of the Note.
If an attorney is engaged by Lender because of any Event of Default
under this Note, the Equipment Note, or any of the other Loan
Documents or to enforce or defend any provision of any such document
or instrument, then Borrower shall pay upon demand, to the extent
permitted or not prohibited by applicable law, reasonable attorneys'
fees and all costs and expenses so incurred by Lender.

The following representations, warranties and actions, in addition to
any others contained in this Note, the Equipment Note and the Loan
Documents executed or delivered in connection therewith, are required
prior to Lender advancing funds hereunder:

The undersigned Borrower shall execute and deliver to Lender for the
benefit of Borrower, the Mortgage securing all of Borrower's
indebtedness hereunder as well as the Obligations as set forth in the
Security Agreement and in the other Loan Documents in form and content
satisfactory to Lender.

Borrower shall execute and in accordance with Lender's instructions,
record a Mortgage in Pennington County, South Dakota, granting a
security interest in that real estate listed in the Mortgage in form
and content satisfactory to Lender.

Borrower will provide evidence that no default is continuing or
currently exists under any other Loan Documents executed by Borrower.

Evidence that Borrower is in good standing in the States of Delaware
and South Dakota as of the date hereof and evidence that the Note and
all Loan Documents have been validly approved by corporate action with
appropriate Corporate Resolutions as requested by Lender.

All expenses incurred by Lender in filing, recording and perfecting
any mortgage, as well as any expenses or fees of any kind (including
reasonable attorney fees) incurred in the inspection, audit,
protection, collection or levy upon such secured Real Estate and
Collateral shall be considered to be part of Borrower's obligations
and payable by Borrower.


Each of the above conditions shall be considered both a condition
precedent and a continuing condition of this Note and the Loan
Documents, and shall remain in full force and effect until all of
Borrower's obligations hereunder have been paid in full.

No waiver of any breach, Event of Default, default or failure of
condition under the terms of this Note, the Equipment Note or the
other Loan Documents shall be implied from any failure of Lender to
take, or any delay by Lender in taking, any action with respect to any
such breach, Event of Default, default or failure of condition or from
any previous waiver of any similar or unrelated breach, Event of
Default, default or failure of condition.  A waiver of any term of
this Note, the Equipment Note or the other Loan Documents must be made
in writing by Lender and shall be limited to the express written terms
of such waiver.

All obligations of Borrower and all rights, powers and remedies of
Lender expressed herein shall be in addition to and not in limitation
of those provided by law or in any written agreement or instrument
(other than this Note) relating to any of the Indebtedness of Borrower
to Lender or the security therefor.

Borrower waives presentment; demand; notice of dishonor; notice of
protest and nonpayment; notice of default interest and late charges;
notice of intent to accelerate; notice of acceleration; and diligence
in Lender taking any action to collect any sums owing under this Note,
the Equipment Note, the Loan Documents or in proceeding against any of
the rights and interests in and to the Collateral and Real Estate
securing payment of this Note and/or the Equipment Note.

Time is of the essence with respect to every provision hereof.
Capitalized terms not otherwise defined in this Note shall have the
meanings assigned to them under the Mortgage.

This Note shall be construed and enforced in accordance with the laws
of the State of Kansas, without regard to principles of conflicts of
law, except to the extent that federal laws preempt the laws of the
State of Kansas.


BORROWER

AMCON Distributing Company
a Delaware Corporation

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

Name (print): Michael D. James
              -------------------------------

Title:        VP and CFO
              -------------------------------