EXHIBIT 10.19

                   GUARANTY AND SURETYSHIP AGREEMENT


     This Guaranty and Suretyship Agreement (this "Agreement" or the
"Guaranty") is made as of the 17th day of June, 2004 by AMCON Distributing
Company, a Delaware corporation (the "Guarantor"), in favor of Trinity
Springs Ltd., an Idaho corporation ("Trinity").  Capitalized terms not
elsewhere defined herein shall have the meanings set forth in that certain
Asset Purchase Agreement (the "Asset Purchase Agreement") dated as of April
24, 2004, and as amended on June 17, 2004, among Guarantor, Trinity and a
subsidiary of Guarantor (the "Sub").

                                    RECITALS.

     A.  The Sub has purchased substantially all of the assets of Trinity
pursuant to the terms of the Asset Purchase Agreement;

     B.  In connection with the transactions contemplated by the Asset
Purchase Agreement, the Sub has issued to Trinity (a) a Promissory Note in
the original principal amount of FIVE HUNDRED THOUSAND DOLLARS AND 00/100
DOLLARS ($500,000.00) (the "Three Year Note"); (b) a Promissory Note in the
original principal amount of TWO MILLION EIGHT HUNDRED TWENTY-EIGHT THOUSAND
FOUR HUNDRED FORTY AND 00/100 DOLLARS ($2,828,440.00) (the "Ten Year Note");
and (c) pursuant to Section 11.1 of the Asset Purchase Agreement, certain
royalty payment obligations with respect to the sale of water after the date
hereof (the "Water Royalty");

     C.  As a condition to Trinity's obligation to enter into the Asset
Purchase Agreement and perform its obligations thereunder, Guarantor has
agreed to enter into this Agreement to guaranty the Sub's payment obligations
under the Three Year Note, the Ten Year Note and the Water Royalty, subject
to certain limitations set forth herein;

     NOW, THEREFORE, in consideration of the premises and the mutual
covenants herein contained, and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, Guarantor
hereby agrees as follows:

                                 AGREEMENT

     1.  Definitions.  Capitalized terms used in this Agreement, unless
otherwise defined in this Agreement, shall have the meanings ascribed to them
in the Asset Purchase Agreement.

     2.  Representations and Warranties.  Guarantor hereby represents and
warrants to Trinity as follows:

         i.  The execution and delivery by Guarantor of this Agreement and
the performance by Guarantor of its obligations hereunder do not and will not
contravene or conflict with any law, regulation or rule, any license,
agreement, or instrument to which Guarantor is a party or by which Guarantor
or any of Guarantor's property may be bound or affected, or any judgment,
order or decree of any court of any federal, state, or local commission,
board, or other administrative agency by which Guarantor or any of
Guarantor's property may be bound or affected.

        ii.  This Agreement is the legal, valid, and binding obligation of
Guarantor, enforceable against Guarantor in accordance with its terms.

     3.  Guaranty. Guarantor absolutely, irrevocably and unconditionally
guarantees the prompt payment when due of all amounts under the Three Year
Note, the Ten Year Note and the Water Royalty (each in accordance with their
respective terms) to Trinity, including, without limitation, costs of
collection, which shall include reasonable attorneys fees; provided that,
Guarantor's total payment obligations with respect to its guaranty of the
Water Royalty shall in no event exceed $5,000,000 in the aggregate
(collectively referred to herein as the "Obligations").  Notwithstanding
anything to the contrary contained herein, to satisfy the Obligations when
due, Trinity shall be entitled to make a claim against all or any portion of
the assets of Guarantor. Guarantor further agrees that:

        a.  This Guaranty is in all respects continuing, absolute, and
unconditional.

        b.  This Guaranty is a guaranty of both performance and payment when
due, and not of collection.

        c.  Trinity may, from time to time, at Trinity's sole discretion and
without notice to Guarantor, take any or all of the following actions:

            i.  Accept a security interest in any property to secure payment
of any or all of the Obligations;

           ii.  Obtain the primary or secondary obligation of any third party
in addition to the Guarantor with respect to any or all of the Obligations;

          iii.  Release, compromise, extend, alter, or modify any of the
Obligations or any obligation of any nature of any other obligor with respect
to any of the Obligations;

           iv.  Release, compromise, or extend any obligation of Guarantor
hereunder;

            v.  Release any security interest in, or surrender, release, or
permit any substitution or exchange for, all or any part of any property
securing any of the Obligations or any obligation hereunder, or release,
compromise, extend, alter, or modify any obligation of any nature of any
obligor with respect to any such property; and

           vi.  Resort to or proceed against Guarantor for performance or
payment of any of the Obligations whether or not Trinity shall have proceeded
against Sub or any other obligor primarily or secondarily obligated with
respect to any of the Obligations, shall have resorted to any property
securing any of the Obligations or any obligation hereunder, or shall have
pursued any other remedy.

        d.  As between Trinity and the Guarantor, any amounts received by
Trinity from whatever source on account of any Obligation (arising by
whatever means) shall be applied by Trinity toward the payment of any
Obligation then due and payable, in the following order:

             i.  To Obligations that have matured; provided that if the
payment is insufficient to pay all Obligations that have matured, pro rata
between the matured Obligations according to the relative principal amounts
due thereunder; and

            ii.  If no Obligations are matured and unpaid, then pro rata
between the unmatured Obligations according to the relative principal amounts
due thereunder.

     Notwithstanding any performance or payments made by or for the account
of Guarantor pursuant to this Guaranty, Guarantor will not be subrogated to
any rights of Trinity until such time as Trinity shall have received
performance and payment in full of all of the Obligations and performance of
all obligations of the Guarantor hereunder.  Without limiting the generality
of the foregoing, if Trinity is required at any time to return all or part of
any payment applied by Trinity to the payment of the Obligations or any costs
or expenses covered by this Guaranty, whether by virtue of the insolvency,
bankruptcy, or reorganization of Guarantor or otherwise, the Obligations to
which the returned payment was applied shall be deemed to have continued in
existence and this Guaranty shall continue to be effective or to be
reinstated, as the case may be, as to such Obligations, as though such
payment had not been received and such application by Trinity had not been
made.

        e.  Guarantor waives:

            i.  Notice of the acceptance by Trinity of this Guaranty;

           ii.  Notice of the existence, creation, release, compromise,
extension, alteration, modification, non-performance, or non-payment of any
or all of the Obligations;

          iii.  Presentment, demand, notice of dishonor, protest, and all
other notices whatsoever; and

           iv.  All diligence in collection of or realization upon any
payments on, or assurance of performance of, any of the Obligations or any
obligation hereunder, or in collection on, realization upon, or protection of
any security for, or guaranty of, any of the Obligations or any obligation
hereunder.

         f.  As between the Guarantors and Trinity, Trinity may assign or
otherwise transfer the right to receive performance of or payment upon any of
the Obligations to any third party.
     4. Occurrence of Default.  Notwithstanding anything in this Agreement to
the contrary, Trinity will not make any demand for payment or performance
hereunder against Guarantor and Guarantor shall not be obligated to pay or
perform any obligation hereunder unless (i) an "Event of Default" has
occurred under the Three Year Note and/or the Ten Year Note, or (ii) a "Water
Royalty Payment Default" has occurred.  For this purpose, a "Water Royalty
Payment Default" shall occur if Sub shall fail to pay any installment when
due of the Water Royalty pursuant to Section 11.1 of the Asset Purchase
Agreement, and such failure shall continue for a period of five (5) days
after Trinity provides written notice of such failure to Sub; provided,
however, that in the event any amount of the Water Royalty is subject to any
bona fide dispute, a Water Royalty Payment Default shall not occur unless Sub
fails to pay the amount of the Water Royalty that is not in dispute when
originally due (and such failure is not cured within five (5) days after
Trinity provides written notice of such failure to Sub) or fails to pay the
disputed amount finally adjudicated to be due by a court of competent
jurisdiction from which no further appeal may be effected, and such payment
is not made within twenty (20) days after the judgment of such court becomes
final and no longer subject to appeal.

     5.  Notices.  All notices and communications under this Agreement shall
be in writing and shall be deemed to have been duly given when delivered by
messenger, by overnight delivery service, or by facsimile (receipt
confirmed), or mailed by first class certified mail, return receipt
requested; if to the Guarantor, at: 7405 Irvington Road, Omaha, Nebraska
68122, attention: Chief Financial Officer, facsimile number (402) 331-7709,
and if to Trinity, at: 160 7th Street W. #2C, P.O. Box 8810, Ketchum, Idaho
83340, attention: Chief Financial Officer, facsimile number (208) 726-8015;
or in each case to such other address respectively as the party shall have
specified by notice to the other.

     6.  Integration, Assignment, Modification, Payment of Expenses and
Construction. This Guaranty constitutes the entire agreement between the
parties with respect to the subject matter hereof and supersedes any prior
written or oral agreements between the Guarantor and Trinity with respect to
the subject matter herein.  This Guaranty may not be assigned by Guarantor
without the prior written consent of Trinity, which may be withheld for any
reason whatsoever.  Subject to the foregoing, this Guaranty will inure to the
benefit of Trinity, and be binding upon Guarantor, and its successors and
assigns.  This Guaranty may be amended or modified only by a writing signed
by Guarantor and Trinity.  The Guarantor shall pay all of Trinity's expenses
(including, without limitation, costs and expenses of litigation and
reasonable attorneys' fees) in enforcing or endeavoring to realize upon this
Guaranty which is not paid when due.  The unenforceability or invalidity of
any provision of this Guaranty shall not affect the validity of the remainder
of this Guaranty.

     7.  Waiver.  The failure of Trinity to insist upon strict performance of
any of the terms, conditions, agreements, or covenants in this Guaranty in
any one or more instances shall not be deemed to be a waiver by Trinity of
its rights to enforce thereafter any of such terms, conditions, agreements,
or covenants.  Any waiver by Trinity of any of the terms, conditions,
agreements, or covenants in this Guaranty must be in writing signed by
Trinity.

     8. Applicable Law.  This Guaranty will be governed by, and construed and
interpreted in accordance with, the laws of state of Idaho.

     9.  Section Headings.  The section headings used in this Guaranty are
for the convenience of Trinity and the Guarantor only and shall not affect
the construction or interpretation of the provisions of this Guaranty.


                         [signature page to follow]


Guarantor has executed this Guaranty as of June 17, 2004.

                                    AMCON DISTRIBUTING COMPANY
                                    Name:  William F. Wright
                                    Title:  Chairman of the Board and
                                             Principal Executive Officer