EXHIBIT 10.35

                     SUBORDINATED PROMISSORY NOTE




$200,000.00


Issue Date: November 7, 2005
Maturity Date: December 13, 2005


FOR VALUE RECEIVED, the undersigned, Trinity Springs, Inc., a Delaware
corporation (the "Maker"), hereby promises to pay to the order of
Draupnir, LLC., a Delaware limited liability company (together with is
successors and assigns, the "Holder"), the principal sum of Two
Hundred Thousand Dollars ($200,000.00), together with interest at the
floating rate (the "Rate"), of 300 basis points above the yield on 10-
year treasury notes, compounded annually and adjusted concurrently
with any adjustments to the yield on 10-year treasury notes, on the
unpaid principal balance hereof.  The entire amount of indebtedness
hereunder then outstanding, including principal and accrued interest,
shall become due and payable on the Maturity Date.  Interest shall be
computed on the basis of a 360 day year.

The Maker reserves the right to prepay all or any portion of this
Subordinated Promissory Note (the "Note"), at any time and from time
to time without premium or penalty of any kind by paying in addition
to the principal amount of such prepayment, the interest accrued heron
to the date of such prepayment.

If any one of the following events (each, an "Event of Default") shall
occur and be continuing for the applicable period of time specified
herein for any reason whatsoever (and whether such occurrence shall be
voluntary or involuntary or come about or be effected by operation of
law or otherwise): (i) there should be a default due under any of the
Subordinated Notes (as defined in the Subordination Agreement) and
such default shall continue for five (5) days after the mailing of
written notice of such default to the Maker at the Maker's last known
address, (ii) the Maker or any other person liable hereon should make
an assignment of the benefit of the creditors, (iii) attachment or
garnishment proceedings are commenced against the Maker or any other
person liable hereon, (iv) a receiver, trustee or liquidator is
appointed over or execution levied upon any property of the Maker (v)
proceedings are instituted by or against the Maker or any other person
liable hereon under any bankruptcy, insolvency, reorganization,
receivership or other law relating to the relief of debtors from time
to time in effect, including receivership or other law relating to the
relief of debtors from time to time in effect, including without
limitation the United States Bankruptcy Code, as amended, or (vi) the
Maker liquidates or dissolves; then, and in each such Event of
Default, the Holder may, at its option, without notice or demand,
declare the remaining unpaid principal balance of this Note and all
accrued interest thereon immediately due and payable in full.

Any amount hereunder which is not paid when due, whether at stated
maturity, by acceleration or otherwise, shall bear interest from the
date when due until paid at the lesser of (i) the foregoing Rate plus
two percent points or (ii) the maximum rate permitted by law, said
interest to be compounded annually and computed on the basis of a 360
day year.

All payments made hereunder shall be made in lawful currency of the
United States of America in immediately available.  All payments made
hereunder, whether a scheduled installment, prepayment, or payment as
a result of acceleration, shall be allocated first to any expenses of
collection, next to accrued but unpaid interest and then to
installments of principal remaining outstanding hereunder first to
principal amounts overdue then to principal amounts currently due and
then to installments of principal due in the future in the inverse
order of their maturity.

The Maker agrees to pay all reasonable costs of collection, including
attorney's fees, paid or incurred by the Holder in enforcing this Note
or the rights and remedies herein provided.

The indebtedness evidenced hereby is subordinated and subject to the
limitations as set forth in that certain Subordination Agreement dated
as November 7, 2005, which is attached hereto as Exhibit A and
incorporated herein by reference, (as the same may be amended,
restated supplemented or otherwise modified from time to time, The
"Subordination Agreement"), by and among Holder and Maker for the
benefit of LaSalle Bank National Association, Gold Bank and all other
lenders (the "Senior Lenders") under that certain Amended and Restated
Loan and Security Agreement, dated as of September 30, 2004, as
amended by the Revised First Amendment to Amended and Restated Loan
and Security Agreement, dated as of April 14, 2005, as amended by the
Revised Second Amendment to Amended and Restated Loan and Security
Agreement, dated May 23, 2005, by and between AMCON Distributing
Company and its subsidiaries, The Beverage Group, Inc., Chamberlain
Natural Foods, Inc., Hawaiian Natural Water Company, Inc., Health Food
Associates, Inc. And Maker with the Senior Lenders.

The Holder may sell, assign, pledge or otherwise transfer all or any
portion of its interest in this Note at any time or from time to time
without prior notice or consent of and without releasing any party
liable or becoming liable hereon.

By executing this Note on behalf of the Maker, the undersigned officer
of the Maker, in his personal and individual capacity, represents to
the Holder that such officer is duly authorized and empowered to
execute and deliver this Note on behalf of the Maker and that this
Note constitutes the legal and binding obligation of the Maker,
enforceable against the Maker in accordance with its terms.

This Note shall be governed by and construed and enforced in
accordance with the laws of the State of Illinois.


IN WITNESS WHEREOF, the undersigned has duly caused this Subordinated
Promissory Note to be executed and delivered at the place specified
above and as of the date first written above.

TRINITY SPRINGS, INC.

By:   /s/ Andrew Mitchell
Date: November 14, 2005