EXHIBIT 9.1

STOCKHOLDER AGREEMENT

STOCKHOLDER AGREEMENT (this "Agreement") dated as of September 29, 2000 among AMCON Distributing Company, a Delaware corporation ("AMCON"), Andrew
Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of AMCON ("Merger Sub"), and the stockholders of Hawaiian Natural Water Company, Inc., a Hawaii corporation (the
"Company"), named on Schedule I hereto (individually, a "Stockholder" and collectively, the "Stockholders").

WHEREAS,
AMCON and Merger Sub propose to enter into an Agreement and Plan of Merger dated as of the date hereof (as amended from time to time, the "Merger Agreement"; capitalized
terms used but not defined herein shall have the meanings set forth in the Merger Agreement) with the Company which provides, among other things, that the Company will merge with and into Merger Sub
(the "Merger"); and

WHEREAS,
as of the date hereof, each Stockholder owns of record or beneficially the respective number of shares of the Company Common Stock set opposite such Stockholder's name on
Schedule I hereto; and

WHEREAS,
as an essential condition to the willingness of AMCON and Merger Sub to enter into the Merger Agreement, AMCON and Merger Sub have requested that each Stockholder agree, and
in order to induce AMCON and Merger Sub to enter into the Merger Agreement, each Stockholder has agreed, to enter into this Agreement with respect to (i) all the shares of the Company Common
Stock owned beneficially and of record by such Stockholder as of the date hereof or of which such Stockholder may hereafter acquire record or beneficial ownership (the "Shares") and (ii) any
other securities owned of record or beneficially by such Stockholder as of the date hereof or of which such Stockholder may hereafter acquire ownership of record or beneficially which may be voted by
or at the direction or on behalf of the Stockholder at any meeting of the Company stockholders or with respect to which action taken without a meeting may be authorized by or at the direction or on
behalf of such Stockholder by written consent (the "Other Securities");

NOW,
THEREFORE, in consideration of the foregoing and the mutual covenants and agreements contained herein and intending to be legally bound hereby, the parties hereto agree as
follows:

ARTICLE I    VOTING AGREEMENT

Section 1.1Voting Agreement.Each Stockholder hereby agrees that, with respect to the Company
Stockholders Meeting and any other meeting of the Company stockholders or any action to be taken by written consent the Stockholder shall:



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Section 1.2Irrevocable Proxy.In order to ensure that the voting agreement set forth in
Section 1.1 and the other obligations of each Stockholder hereunder will be carried out, each Stockholder hereby grants an irrevocable proxy, coupled with an interest, in the form attached
hereto as Exhibit A (the "Irrevocable Proxy") to, and hereby constitutes and appoints AMCON and each of its officers as such Stockholder's sole and exclusive attorney and proxy pursuant to the
provisions of Section 414-33(c) of the Hawaii Business Corporations Act, with full power of substitution, (a) to vote and otherwise act (by written consent or otherwise) with
respect to the Shares and the Other Securities which such Stockholder is entitled to vote at the Company Stockholders Meeting and any other meeting of the Company Stockholders, or pursuant to any
written consent in lieu of a meeting of the Company Stockholders, and at any adjournment or postponement thereof on the matters and in the manner specified in Section 1.1 and (b) to
execute and deliver any and all further consents, instruments or other agreements or documents and take any and all such reasonable actions in connection with or in furtherance of the obligations of
such Stockholder set forth in this Agreement and in furtherance of each of the transactions. THIS PROXY AND POWER OF ATTORNEY IS IRREVOCABLE AND COUPLED WITH AN INTEREST. Such Stockholder hereby
revokes all other proxies and powers of attorney with respect to the Shares and the Other Securities that such Stockholder may have heretofore appointed or granted that would prevent such Stockholder
from performing its obligations hereunder, and no subsequent proxy or power of attorney shall be given or written consent executed (and if given or executed, shall not be effective) by such
Stockholder with respect thereto. All authority herein conferred or agreed to be conferred shall survive the death or incapacity of any Stockholder and any obligation of such Stockholder under this
Agreement shall be binding upon the heirs, personal representatives, successors and permitted assigns of such Stockholder.

Section 1.3Evaluation of Investment.Each Stockholder, by reason of such Stockholder's
knowledge and experience in financial and business matters, is capable of evaluating the merits and risks of the investment in AMCON Common Stock to be received pursuant to the Merger, contemplated by
the Merger Agreement.

Section 1.4Documents Delivered.The Stockholder acknowledges receipt of copies of the following
documents:



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Each
Stockholder also acknowledges that it possesses the information relating to the Company which such Stockholder deems relevant to its investment in AMCON Common Stock should the Merger be
consummated.

ARTICLE II    REPRESENTATIONS AND WARRANTIES

Section 2.1Representations and Warranties of Each Stockholder.Except as set forth on the
disclosure letter attached hereto, each Stockholder represents and warrants to AMCON and Merger Sub as follows:



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ARTICLE III    COVENANTS OF THE STOCKHOLDER

Section 3.1No Solicitation.Each Stockholder and its Representatives shall immediately cease
and cause to be terminated all existing discussions or negotiations to which the Stockholder or its officers, directors, employees, agents, accountants, counsel, advisors or consultants (collectively,
"Representatives") are a part relating to an Acquisition Proposal for the Company or any transaction referred to in Section 3.1 or 3.2 with any parties conducted heretofore. From the date
hereof until the Effective Time or, if earlier, the termination of the Merger Agreement pursuant to Article X thereof, each Stockholder shall not, whether directly or indirectly through
Representatives or other intermediaries, and will instruct such Stockholder's Representatives not to, whether directly or indirectly through Representatives or other intermediaries, initiate, solicit
or encourage (including by way of furnishing information or assistance), or take any other action to facilitate, any inquiries or the making of any proposal regarding a potential Acquisition Proposal
for the Company or any transaction referred to in Section 3.1 or 3.2, or enter into or maintain discussions or negotiate with any person regarding, in furtherance of or relating to such
inquiries or the making of a proposal regarding or consummation of an Acquisition Proposal for the Company or any transaction referred to in Section 3.1 or 3.2, or agree to or endorse any
Acquisition Proposal for the Company or any transaction referred to in Section 3.1 or 3.2, or disclose any non-public information relating to the Company to any person that has made
or may reasonably be expected to make a proposal regarding an Acquisition Proposal for the Company or any transaction referred to in Section 3.1 or 3.2 or that has advised the Company that it
is or may be interested in making a proposal regarding an Acquisition Proposal for the Company or any transaction referred to in Section 3.1 or 3.2, or authorize or permit any of such
Stockholder's Representatives to take any such action, and each Stockholder shall use such Stockholder's reasonable best efforts to cause such Stockholder's Representatives not to take any such
action, and each Stockholder shall promptly notify AMCON if any such inquiries or proposals are made regarding a potential Acquisition Proposal for the Company or any transaction referred to in
Section 3.1 or 3.2, and each Stockholder shall promptly inform AMCON as to the terms and details of any such inquiry or proposal (including the identity of the true party in interest making
such inquiry or proposal) and, if in writing, promptly deliver or cause to be delivered to AMCON a copy of such inquiry or proposal, and each Stockholder shall keep AMCON informed, on a current basis,
of the status, terms and details of any such inquiries or such proposals. Anything in this Section 3.1 to the contrary notwithstanding, nothing in this Section 3.1 shall limit any
individual Stockholder who is also a director of the Company, from exercising or performing any of such Stockholder's rights or duties solely in such Stockholder's capacity as a director of the
Company.

Section 3.2No Disposition of Shares Prior to Termination.



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Section 3.3Further Assurances.Each Stockholder agrees to use such Stockholder's reasonable
best efforts to take, or cause to be taken, all appropriate action, and to do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations to consummate and
make effective the transactions contemplated by this Agreement, including, but not limited to, the Merger or the transactions contemplated by the Merger Agreement. If any further action is necessary
or desirable to carry out the purposes of this Agreement, such Stockholder shall use such Stockholder's reasonable best efforts to take all such action as promptly as practicable.

Section 3.4Legend.Each Stockholder will request the Company to have the certificates
evidencing those shares which are owned of record or beneficially by such Stockholder to bear substantially the following
legend and to request the Company to instruct its transfer agent to stop the transfer of any certificates bearing such legend that is not made in accordance with this Agreement:



ARTICLE IV    SURVIVAL

Section 4.1Survival.All provisions of this Agreement shall survive any termination of the
Merger Agreement and shall remain in full force and effect, except as otherwise provided in Sections 4.2 and 4.3.

Section 4.2Termination.Articles I, II, and III shall terminate upon any termination of the
Merger Agreement in accordance with Article X thereof.

Section 4.3Effect of Termination.In the event that any part of this Agreement shall terminate
pursuant to this Article IV, such part of this Agreement shall thereafter be void and the parties hereto

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shall have no further rights or obligations with respect thereto, except as a result of any prior breach thereof.

ARTICLE V    DEFINITIONS

Section 5.1Definitions.For purposes of this Agreement:



ARTICLE VI    MISCELLANEOUS

Section 6.1Severability.If any term or other provision of this Agreement is invalid, illegal
or incapable of being enforced by any rule of law, or public policy, all other conditions and provisions of this
Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of this Agreement is not affected in any manner materially adverse to any party. Upon such
determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the
original intent of the parties as closely as possible in a mutually acceptable manner in order that the terms of this Agreement remain as originally contemplated to the fullest extent possible.

Section 6.2Entire Agreement.This Agreement constitutes the entire agreement between Parent and
each Stockholder with respect to the subject matter hereof and supersedes all prior agreements and understandings, both written and oral, between AMCON and such Stockholder with respect to the subject
matter hereof.

Section 6.3Counterparts.This Agreement may be executed and delivered (including by facsimile
transmission) in one or more counterparts, and by the different parties hereto in separate counterparts, each of which when executed and delivered shall be deemed to be an original but all of which
taken together shall constitute one and the same instrument.

Section 6.4Assignment.Neither this Agreement nor any rights or interests hereunder shall be
assigned by any Stockholder (whether by operation of law or otherwise) without the prior written consent of AMCON. AMCON may assign, in its sole discretion, its rights hereunder to any direct or

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indirect wholly owned subsidiary or affiliate of AMCON, but no such assignment shall relieve AMCON of its obligations hereunder if such assignee does not perform such obligations.

Section 6.5Amendments.This Agreement may not be amended, supplemented, waived or otherwise
modified or terminated, except upon the execution and delivery of a written agreement executed by the parties hereto.

Section 6.6Notices.All notices, requests, claims, demands and other communications hereunder
shall be in writing and shall be given (and shall be deemed to have been duly received if so given) by hand delivery, facsimile transmission, mail (registered or certified mail, postage prepaid,
return receipt requested), or courier service providing proof of delivery. All communications hereunder shall be delivered to the respective parties at the following addresses:

If
to Stockholder, in accordance with the information set forth on Schedule I hereto.

If
to AMCON:



copies
to:



or
to such other address as the person to whom notice is given may have previously furnished the others in writing in the manner set forth above.

Section 6.7No Third Party Beneficiaries.This Agreement is not intended to be for the benefit
of, and shall not be enforceable by, any person or entity not a party hereto.

Section 6.8Specific Performance.Each of the parties hereto acknowledges that a breach by it of
any agreement contained in this Agreement may cause the other party to sustain damage for which it may not have an adequate remedy at law for money damages, and therefore each of the parties hereto
agrees that in the event of any such breach the aggrieved party may be entitled to the remedy of specific performance of such agreement and injunctive and other equitable relief in addition to any
other remedy to which it may be entitled, at law or in equity.

Section 6.9Remedies Cumulative.All rights, powers and remedies provided under this Agreement
or otherwise available in respect hereof at law or in equity shall be cumulative and not alternative, and the exercise of any thereof by any party shall not preclude the simultaneous or later exercise
of any other such right, power or remedy by such party.

Section 6.10No Waiver.The failure of any party hereto to exercise any right, power or remedy
provided under this Agreement or otherwise available in respect hereof at law or in equity, or to insist upon strict compliance by any other party hereto with its obligations hereunder, and any custom
or practice of the parties at variance with the terms hereof, shall not constitute a waiver by such party of its right to exercise any such or other right, power or remedy or to demand such
compliance.

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Section 6.11Governing Law.



Section 6.12Waiver of Jury Trial.EACH OF AMCON, MERGER SUB AND EACH STOCKHOLDER HEREBY
IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE ACTIONS OF
PARENT OR SUCH STOCKHOLDER IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT THEREOF.

Section 6.13Descriptive Headings.The descriptive headings used herein are inserted for
convenience of reference only and are not intended to be part of or to affect the meaning or interpretation of this Agreement.

IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date first above written.

|[Stockholder] |  | AMCON DISTRIBUTING COMPANY          
|------------- |  | ------------------------------------
|[Stockholder] |  | By:                                 
|[Stockholder] |  | HAWAIIAN NATURAL WATER
COMPANY, INC.
|              |  | By:                                 

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SCHEDULE I

|Name of Stockholder |  | Shares Owned and
Certificate Number(s) |  | Derivative
Securities Owned |  | Address for Notices
|------------------- |  | -------------------------------------- |  | --------------------------- |  | -------------------
|                    |  |                                        |  |                             |  |                    

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