EXHIBIT 10.1


As of October 15, 2008


AMCON Distributing Company 7405 Irvington Road
Omaha, Nebraska 68122

And

Chamberlin Natural Foods, Inc. 430 North Orlando Avenue Winter Park,
Florida 32789

And

Health Food Associates, Inc. 7807 East 51st Street
Tulsa, Oklahoma 74145


RE:  ELEVENTH AMENDMENT  TO AMENDED AND RESTATED LOAN AND SECURITY
AGREEMENT (THIS "AMENDMENT")


Ladies and Gentlemen:

AMCON Distributing Company, a Delaware corporation, ("AMCON"),
Chamberlin Natural Foods, Inc., a Florida corporation, ("Chamberlin
Natural"), and Health Food Associates, Inc., an Oklahoma corporation,
("Health Food"), (AMCON, Chamberlin Natural, and Health Food, are each
referred to as a "Borrower" and are collectively referred to as
"Borrowers"), and Bank of America, N.A., a national banking
association, successor by merger to LaSalle Bank National Association,
(in its individual capacity, "BANA"), as agent (in such capacity as
agent, "Agent") for itself, M&I Marshall & Ilsley Bank (successor by
merger to Gold Bank), and all other lenders from time to time party to
the Loan Agreement referred to below ("Lenders"), have entered into
that certain Amended and Restated Loan and Security Agreement dated
September 30, 2004 (the "Loan Agreement").  From time to time
thereafter, Borrowers, Agent and Lenders may have executed various
amendments (each an "Amendment" and collectively the "Amendments") to
the Loan Agreement (the Loan Agreement and the Amendments hereinafter
are referred to, collectively, as the "Agreement"). Borrowers, Agent
and Lenders 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)  The definition of the term "Trigger Period" is hereby added to
Section 1 of the Agreement to read as follows:

"TRIGGER PERIOD" shall mean the period commencing on the day that
notice of an Event of Default is given by Agent to the depository
bank.

(b)  Section 8 of the Agreement is hereby amended and restated in its
entirety as follows:

8.  COLLECTIONS.

(a)  Borrowers shall direct all of their Account Debtors to make all
payments on the Accounts directly to one or more post office box(s)
(each, a "Lock Box") designated by, and under the exclusive control
of, Agent, at one or more financial institution(s) acceptable to
Agent.  Borrowers shall establish one or more accounts (each, a
"Dominion Account") in Borrower's name, for the benefit of Agent, with
a financial institution acceptable to Agent, into which all payments
received in the Lock Box(s) shall be deposited, and into which
Borrowers will immediately deposit all payments received by Borrowers
on Accounts in the identical form in which such payments were
received, whether by cash or check.  If Borrowers, any Affiliate or
Subsidiary, any shareholder, officer, director, employee or agent of
Borrowers or any Affiliate or Subsidiary, or any other Person acting
for or in concert with Borrowers shall receive any monies, checks,
notes, drafts or other payments relating to or as Proceeds of Accounts
or other Collateral, Borrowers and each such Person shall receive all
such items in trust for Agent and, immediately upon receipt thereof,
shall remit the same (or cause the same to be remitted) in kind to
such Dominion Account.  The financial institution with which a
Dominion Account is established shall acknowledge and agree, in a
manner satisfactory to Agent, that (x) such financial institution has
no right to setoff against the Lock Box or such Dominion Account or
against any other account maintained by such financial institution
into which the contents of the Lock Box or such Dominion Account are
transferred and (y) during the existence of a Trigger Period, such
financial institution will follow the instructions of Lender with
respect to disposition of funds in the Lock Box and such Dominion
Account without further consent from Borrowers, including without
limitation that such financial institution shall wire, or otherwise
transfer in immediately available funds to Agent in a manner
satisfactory to Agent, funds deposited in such Dominion Account on a
daily basis as such funds are collected.  Borrowers agree that all
payments made to such Dominion Account or otherwise received by Agent,
whether in respect of the Accounts or as Proceeds of other Collateral
or otherwise (except for proceeds of Collateral which are required to
be delivered to the holder of a Permitted Lien which is prior in right
of payment) shall, during the existence of a Trigger Period, be the
sole and exclusive property of Agent and shall be applied on account
of the Liabilities in accordance with the terms of this Agreement.  If
no Trigger Period is then continuing, Borrowers may access the funds
in such Dominion Account and may, at its discretion, cause all or any
portion of the funds in such Dominion Account to be paid to Agent for
application to the Liabilities in accordance with the terms of this
Agreement.  Borrowers agree to pay all customary fees, costs and
expenses in connection with opening and maintaining the Lock Box(s)
and such Dominion Account.  All of such fees, costs and expenses if
not paid by Borrowers, may be paid by Agent and in such event all
amounts paid by Agent shall constitute Liabilities hereunder, shall be
payable to Agent by Borrowers upon demand, and, until paid, shall bear
interest at the default rate applicable to Revolving Loans hereunder.
All checks, drafts, instruments and other items of payment or Proceeds
of Collateral required to be delivered to Agent hereunder shall be
endorsed by Borrowers to Agent, and, if that endorsement of any such
item shall not be made for any reason, Agent is hereby irrevocably
authorized to endorse the same on Borrowers' behalf.  For the purpose
of this section, Borrowers irrevocably hereby make, constitute and
appoint Agent (and all Persons designated by Agent for that purpose)
as Borrowers' true and lawful attorney and agent-in-fact during the
continuance of an Event of Default (i) to endorse Borrowers' names
upon said items of payment and/or Proceeds of Collateral and upon any
Chattel Paper, Document, Instrument, invoice or similar document or
agreement relating to any Account of Borrowers or Goods pertaining
thereto; (ii) to take control in any manner of any item of payment or
Proceeds thereof and (iii) to have access to any lock box or postal
box into which any of Borrowers' mail is deposited, and open and
process all mail addressed to Borrowers and deposited therein.

(b)  Agent may, at any time and from time to time after the occurrence
and during the continuance of an Event of Default, whether before or
after notification to any Account Debtor and whether before or after
the maturity of any of the Liabilities, (i) enforce collection of any
of Borrowers' Accounts or other amounts owed to such Borrower by suit
or otherwise; (ii) exercise all of Borrowers' rights and remedies with
respect to proceedings brought to collect any Accounts or other
amounts owed to such Borrower; (iii) surrender, release or exchange
all or any part of any Accounts or other amounts owed to such
Borrower, or compromise or extend or renew for any period (whether or
not longer than the original period) any indebtedness thereunder; (iv)
sell or assign any Account of such Borrower or other amount owed to
such Borrower upon such terms, for such amount and at such time or
times as Agent deems advisable; (v) prepare, file and sign such
Borrower's name on any proof of claim in bankruptcy or other similar
document against any Account Debtor or other Person obligated to such
Borrower; and (vi) do all other acts and things which are necessary,
in Agent's sole discretion, to fulfill such Borrower's obligations
under this Agreement and the Other Agreements and to allow Agent to
collect the Accounts or other amounts owed to such Borrower.  In
addition to any other provision hereof, Agent may at any time, after
the occurrence and during the continuance of an Event of Default, at
Borrowers' expense, notify any parties obligated on any of the
Accounts to make payment directly to Agent of any amounts due or to
become due thereunder.

(c)  For purposes of determining the amount of Loans available for
borrowing purposes, during the existence of a Trigger Period, the
ledger balance in the main Dominion Account held at BANA or by Agent
as of the end of a Business Day shall be applied to the Liabilities at
the beginning of the next Business Day, provided that absent the
existence of a Trigger Period, any such application by Agent of the
ledger balance in the Dominion Account to the Liabilities shall be at
the beginning of the next Business Day following Borrowers' direction
to make such application.  However, solely for purposes of computing
interest hereunder, in addition to Agent's standard fees and charges
relating to the Dominion Account, any application by Agent of such
ledger balance to the Liabilities shall be deemed to be made on the
same Business Day as application to the Liabilities as set forth in
the preceding sentence.  If, as a result of such application, a credit
balance exists, the balance shall not accrue interest in favor of
Borrowers and shall be made available to Borrowers as long as no Event
of Default exists.  Borrowers irrevocably waives the right to direct
the application of any payments or Collateral proceeds, and agrees
that Agent shall have the continuing, exclusive right to apply and
reapply same against the Liabilities, in such manner as Agent deems
advisable, notwithstanding any entry by Agent in its records.

2.  This Amendment shall not become effective until Agent shall have
received this Amendment, duly executed by the parties hereto.

3.  The representations and warranties set forth in Section 11 of the
Agreement shall be deemed remade as of the date hereof by each
Borrower, except that any and all references to the Agreement in such
representations and warranties shall be deemed to include this
Amendment.  No Event of Default has occurred and is continuing and no
event has occurred and is continuing which, with the lapse of time,
the giving of notice, or both, would constitute an Event of Default
under the Agreement.

4.  This Amendment may be executed in two or more counterparts, each
of which shall be deemed an original, and all of which together shall
constitute one and the same instrument

5.  Except as expressly amended hereby, the Agreement and the Other
Agreements are hereby ratified and confirmed by the parties hereto and
remain in full force and effect in accordance with the terms thereof.
Each Borrower hereby reaffirms its grant of the security interest in
the Collateral.

6.  This Amendment shall be governed by and construed under the laws
of the State of Illinois, without regard to conflict of laws
principles of such State.




[Signatures appear on following pages.]







(Signature Page to Eleventh Amendment to
Amended and Restated Loan and Security Agreement)


BANK OF AMERICA, N.A.,
a national banking association, successor by merger to,
LaSalle Bank National Association,
as Agent and a Lender

By: /s/ Jason Hoefler
Title: VP


M&I MARSHALL & ILSLEY BANK,

By: /s/ Sam S. Pepper, Jr.
Print Name: Sam S. Pepper, Jr.
Title: EVP

By: /s/ Dan Dewitt
Print Name: Dan Dewitt
Title: AVP



(Signature Page to Eleventh Amendment to Amended and Restated Loan and
Security Agreement)

ACKNOWLEDGED AND AGREED TO this 15th day of January, 2009:


AMCON DISTRIBUTING COMPANY

By: /s/ Andrew C. Plummer
Title: VP/CFO


CHAMBERLIN NATURAL FOODS; INC.

By: /s/ Clifford W. Ginn
Title: VP


HEALTH FOOD ASSOCIATES, INC.

By: /s/ Clifford W. Ginn
Title: VP