EXHIBIT 10.12


                      AMCON DISTRIBUTING COMPANY
                     2007 OMNIBUS INCENTIVE PLAN



                              SECTION 1
                            INTRODUCTION

1.1  ESTABLISHMENT.  AMCON Distributing Company, a corporation
organized and existing under the laws of the state of Delaware (the
"Company"), hereby establishes the AMCON Distributing Company 2007
Omnibus Incentive Plan (the "Plan") for certain employees and
non-employee directors of the Company.

1.2  PURPOSE.  The purpose of this Plan is to encourage employees and
non-employee directors of the Company and its affiliates and
subsidiaries to acquire a proprietary and vested interest in the
growth and performance of the Company.  The Plan is also designed to
assist the Company in attracting and retaining employees and
non-employee directors by providing them with the opportunity to
participate in the success and profitability of the Company.

1.3  DURATION.  The Plan shall commence on the Effective Date and
shall remain in effect, subject to the right of the Board to amend or
terminate the Plan at any time pursuant to Section 15 hereof, until
all Shares subject to the Plan shall have been issued, purchased or
acquired according to the Plan's provisions.  Unless the Plan shall be
reapproved by the stockholders of the Company and the Board renews the
continuation of the Plan, no Awards shall be issued pursuant to the
Plan after the tenth (10th) anniversary of the Effective Date.

1.4  PLAN SUBJECT TO STOCKHOLDER APPROVAL.  Although the Plan is
effective on the Effective Date, the Plan's continued existence is
subject to the Plan being approved by Company's stockholders within 12
months of the Effective Date.  Any Awards granted under the Plan after
the Effective Date but before the approval of the Plan by the
Company's stockholders will become null and void if the Company's
stockholders do not approve this Plan.


                              SECTION 2
                             DEFINITIONS

2.1  The following terms shall have the meanings set forth below.
"1933 Act" means the Securities Act of 1933, as it may be amended from
time to time.

"1934 Act" means the Securities Exchange Act of 1934, as it may be
amended from time to time.

"Affiliate" of the Company means any Person that directly, or
indirectly through one or more intermediaries, Controls or is
Controlled by, or is under common Control with the Company.
"Award" means a grant made under this Plan in any form which may
include but is not limited to Stock Options, Restricted Stock,
Restricted Stock Units, Bonus Shares, Deferred Shares, Performance
Shares, Stock Appreciation Rights and Performance Units.

"Award Agreement" means a written agreement or instrument between the
Company and a Holder evidencing an Award.

"Beneficiary" means the person, persons, trust or trusts which have
been designated by a Holder in his or her most recent written
beneficiary designation filed with the Company to receive the benefits
specified under this Plan upon the death of the Holder, or, if there
is no designated beneficiary or surviving designated beneficiary, then
the Person or Persons entitled by will or the laws of descent and
distribution to receive such benefits.

"Board" means the Board of Directors of the Company.

"Bonus Shares" means Shares that are awarded to a Participant without
cost and without restriction in recognition of past performance
(whether determined by reference to another employee benefit plan of
the Company or otherwise) or as an incentive to become an employee of
the Company or a Subsidiary.

"Cause" means, unless otherwise defined in an Award Agreement, any act
or failure to act by a Participant that constitutes willful misconduct
or gross negligence.

"Change in Control" means the first to occur of the following events:

(i)   Any Person is or becomes the Beneficial Owner (within the
meaning set forth in Rule 13d-3 under the 1934 Act), directly or
indirectly, of securities of the Company (not including for this
purpose any securities acquired directly from the Company or its
Affiliates or held by an employee benefit plan of the Company)
representing 50% or more of the combined voting power of the Company's
then outstanding securities, excluding any Person who becomes such a
Beneficial Owner in connection with a transaction described in clause
(x) of paragraph(iii) of this definition; or

(ii)  The following individuals cease for any reason to constitute a
majority of the number of directors then serving: individuals who, on
the Effective Date, constitute the Board and any new director (other
than a director whose initial assumption of office is in connection
with an actual or threatened election contest, including a consent
solicitation, relating to the election of directors of the Company)
whose appointment or election by the Board or nomination for election
by the Company's stockholders was approved by a vote of at least
two-thirds of the directors then still in office who either were
directors on the Effective Date or whose appointment, election or
nomination for election was previously so approved or recommended; or

(iii)  There is consummated a merger or consolidation of the Company
with any other corporation, OTHER THAN (x) a merger or consolidation
which would result in the voting securities of the Company outstanding
immediately prior to such merger or consolidation continuing to
represent (either by remaining outstanding or by being converted into
voting securities of the surviving entity or any parent thereof), in
combination with the ownership of any trustee or other fiduciary
holding securities under an employee benefit plan of the Company at
least 50% of the combined voting power of the securities of the
Company or such surviving entity or any parent thereof outstanding
immediately after such merger or consolidation, or (y) a merger or
consolidation effected to implement a recapitalization of the Company
(or similar transaction) in which no Person is or becomes the
Beneficial Owner, directly or indirectly, of securities of the Company
(not including for this purpose any securities acquired directly from
the Company or its Affiliates other than in connection with the
acquisition by the Company or its Affiliates of a business)
representing 50% or more of the combined voting power of the Company's
then outstanding securities; or

(iv)  The stockholders of the Company approve a plan of complete
liquidation or dissolution of the Company or there is consummated an
agreement for the sale or disposition by the Company of all or
substantially all of the Company's assets, other than a sale or
disposition by the Company of all or substantially all of the
Company's assets to an entity, at least 50% of the combined voting
power of the voting securities of which are owned by stockholders of
the Company in substantially the same proportions as their ownership
of the Company immediately prior to such sale.

Notwithstanding the foregoing, a "Change in Control" shall not be
deemed to have occurred by virtue of the consummation of any
transaction or series of integrated transactions immediately following
which the record holders of the Company's common stock immediately
prior to such transaction or series of transactions continue to have
substantially the same proportionate ownership in an entity which owns
all or substantially all of the Company's assets immediately following
such transaction or series of transactions.

"Code" means the Internal Revenue Code of 1986, as it may be amended
from time to time, and the rules and regulations promulgated
thereunder.

"Committee" means (i) the Board, or (ii) one or more committees of the
Board to whom the Board has delegated all or part of its authority
under this Plan.  Initially, the Committee shall be the Compensation
Committee of the Board which is delegated all of the Board's authority
under this Plan, as contemplated by clause (ii) above.

"Company" means AMCON Distributing Company, a Delaware corporation,
and any successor thereto.

"Continuing Director" means any person who was a member of the Board
as of the Effective Date, and any person who subsequently becomes a
member of such Board if such person's appointment, election or
nomination for election to such Board is recommended or approved by a
majority of the then Continuing Directors, unless the Continuing
Directors designate such person as not a Continuing Director.

"Control" means the possession, directly or indirectly, of the power
to direct or cause the direction of the management and policies of a
person, whether through the ownership of voting securities, by
contract or otherwise.

"Covered Employee" means an Employee that meets the definition of
"covered employee" under Section 162(m)(3) of the Code.

"Date of Grant" or "Grant Date" means, with respect to any Award, the
date as of which such Award is granted under the Plan.

"Deferred Shares" means Shares that are awarded to a Grantee on a
deferred basis pursuant to Section 9.4.

"Disabled" or "Disability" means an individual (i) is unable to engage
in any substantial gainful activity by reason of any medically
determinable physical or mental impairment which can be expected to
result in death or can be expected to last for a continuous period of
not less than twelve (12) months or (ii) is, by reason of any
medically determinable physical or mental impairment which can be
expected to result in death or can be expected to last for a
continuous period of not less than twelve (12) months, receiving
income replacement benefits for a period of not less than 3 months
under a Company-sponsored accident and health plan.  Notwithstanding
the above, with respect to an Incentive Stock Option and the period of
time following a separation from service in which a Holder may
exercise such Incentive Stock Option, "disabled" shall have the same
meaning as defined in Code section 22(e)(3).

"Effective Date" means April 17, 2007.

"Eligible Employees" means key Employees (including officers and
directors who are also Employees) of the Company or an Affiliate upon
whose judgment, initiative and efforts the Company depends, or will
depend, for the successful conduct of the Company's business.

"Employee" means a common law employee of the Company or an Affiliate.

"Executive Officer" means (i) the president of the Company, any vice
president of the Company, including any vice president of the Company
in charge of a principal business unit, division or function (such as
sales, administration, or finance), any other officer who performs a
policy making function or any other person who performs similar policy
making functions for the Company, (ii) Executive Officers (as defined
in part (i) of this definition) of subsidiaries of the Company who
perform policy making functions for the Company, and (iii) any Person
designated or identified by the Board as being an Executive Officer
for purposes of the 1933 Act or the 1934 Act, including any Person
designated or identified by the Board as being a Section 16 Person.


"Fair Market Value" means, as of any date, the value of the Stock
determined in good faith, from time to time, by the Committee in its
sole discretion, and for this purpose the Committee may adopt such
formulas as in its opinion shall reflect the true fair market value of
such Stock from time to time and may rely on such independent advice
with respect to such fair market value as the Committee shall deem
appropriate.  In the event that the Shares of the Company are traded
on a national securities exchange, the Committee may determine that
the Fair Market Value of the Stock shall be based upon the closing
price on the trading day of the applicable date as reported in The
Wall Street Journal and consistently applied.  If the securities
exchange is closed on the applicable date, the closing price on the
next day the securities exchange is open will be the Fair Market
Value.

"Freestanding SAR" means any SAR that is granted independently of any
Option.

"Holder" means a Participant, Beneficiary or Permitted Transferee who
is in possession of an Award Agreement representing an Award that (i)
in the case of a Participant has been granted to such individual, (ii)
in the case of a Beneficiary has transferred to such person under the
laws of descent and distribution or (iii) in the case of a Permitted
Transferee, has been transferred to such person as permitted by the
Committee, and, with respect to all of the above cases (i), (ii) and
(iii), such Award Agreement has not expired, been canceled or
terminated.

"Incentive Stock Option" means any Option designated as such and
granted in accordance with the requirements of Section 422 of the
Code.

"Nonqualified Stock Option" means any Option to purchase Shares that
is not an Incentive Stock Option.

"Option" means a right to purchase Stock at a stated price for a
specified period of time.  Such definition includes both Nonqualified
Stock Options and Incentive Stock Options.

"Option Agreement" or "Option Award Agreement" means a written
agreement or instrument between the Company and a Holder evidencing an
Option.

"Option Exercise Price" means the price at which Shares subject to an
Option may be purchased, determined in accordance with Section 6.2(b).

"Optionee" shall have the meaning as set forth in Section 6.2.  For
the avoidance of any doubt, in situations where the Option has been
transferred to a Permitted Transferee or passed to a Beneficiary in
accordance with the laws of descent and distribution, the Optionee
will not be the same person as the Holder of the Option.

"Participant" means a Service Provider of the Company designated by
the Committee from time to time during the term of the Plan to receive
one or more Awards under the Plan.

"Performance Award" means any Award that will be issued or granted, or
become vested or payable, as the case may be, upon the achievement of
certain performance goals (as described in Section 10) to a
Participant pursuant to Section 10.

"Performance Period" means the period of time as specified by the
Committee during which any performance goals are to be measured.

"Performance Shares" means an Award made pursuant to Section 9 which
entitles a Holder to receive Shares, their cash equivalent, or a
combination thereof based on the achievement of performance targets
during a Performance Period.

"Performance Units" means an Award made pursuant to Section 9 which
entitles a Holder to receive cash, Stock or a combination thereof
based on the achievement of performance goals during a Performance
Period.

"Person" shall have the meaning ascribed to such term in Section
3(a)(9) of the 1934 Act and used in Sections 13(d) and 14(d) thereof,
including "group" as defined in Section 13(d) thereof.

"Plan" means the AMCON Distributing Company 2007 Omnibus Incentive
Plan, as set forth in this instrument and as hereafter amended from
time to time.

"Restricted Stock" means Stock granted under Section 8 that is subject
those restrictions set forth therein and the Award Agreement.

"Restricted Stock Unit" means an Award granted under Section 8
evidencing the Holder's right to receive a Share (or, at the
Committee's discretion, a cash payment equal to the Fair Market Value
of a Share) at some future date and that is subject those restrictions
set forth therein and the Award Agreement.

"Rule 16b-3" means Rule 16b-3 promulgated under the 1934 Act.

"SAR" or "Stock Appreciation Right" means an Award, granted either
alone or in connection with an Option, that is designated as a SAR
pursuant to Section 7.

"SAR Holder" shall have the meaning as set forth in Section 7.2.

"Section 16 Person" means a Person who is subject to obligations under
Section 16 of the 1934 Act with respect to transactions involving
equity securities of the Company.

"Service Provider" means an Eligible Employee or a non-employee
director of the Company.

"Share" means a share of Stock.

"Stock" means authorized and issued or unissued common stock of the
Company, at such par value as may be established from time to time.

"Subsidiary" means (i) in the case of an Incentive Stock Option a
"subsidiary corporation," whether now or hereafter existing, as
defined in section 424(f) of the Code, and (ii) in the case of any
other type of Award, in addition to a subsidiary corporation as
defined in clause (i), a limited liability company, partnership or
other entity in which the Company controls fifty percent (50%) or more
of the voting power or equity interests.

"Tandem SAR" means a SAR which is granted in connection with, or
related to, an Option, and which requires forfeiture of the right to
purchase an equal number of Shares under the related Option upon the
exercise of such SAR; or alternatively, which requires the
cancellation of an equal amount of SARs upon the purchase of the
Shares subject to the Option.

"Vested Option" means any Option, or portion thereof, which is
exercisable by the Holder.  Vested Options remain exercisable only for
that period of time as provided for under this Plan and any applicable
Option Award Agreement.  Once a Vested Option is no longer exercisable
after otherwise having been exercisable, the Option shall become null
and void.

2.2  GENERAL INTERPRETIVE PRINCIPLES.  (i) Words in the singular shall
include the plural and vice versa, and words of one gender shall
include the other gender, in each case, as the context requires; (ii)
the terms "hereof," "herein," and "herewith" and words of similar
import shall, unless otherwise stated, be construed to refer to this
Plan and not to any particular provision of this Plan, and references
to Sections are references to the Sections of this Plan unless
otherwise specified; (iii) the word "including" and words of similar
import when used in this Plan shall mean "including, without
limitation," unless otherwise specified; and (iv) any reference to any
U.S. federal, state, or local statute or law shall be deemed to also
refer to all amendments or successor provisions thereto, as well as
all rules and regulations promulgated under such statute or law,
unless the context otherwise requires.


                              SECTION 3
                        PLAN ADMINISTRATION

3.1  COMPOSITION OF COMMITTEE.  The Plan shall be administered by the
Committee.  To the extent the Board considers it desirable for
transactions relating to Awards to be eligible to qualify for an
exemption under Rule 16b-3, the Committee shall consist of two or more
directors of the Company, all of whom qualify as "non-employee
directors" within the meaning of Rule 16b-3.  To the extent the Board
considers it desirable for compensation delivered pursuant to Awards
to be eligible to qualify for an exemption from the limit on tax
deductibility of compensation under section 162(m) of the Code, the
Committee shall consist of two or more directors of the Company, all
of whom shall qualify as "outside directors" within the meaning of
Code section 162(m).

3.2  AUTHORITY OF COMMITTEE.  Subject to the terms of the Plan and
applicable law, and in addition to other express powers and
authorizations conferred on the Committee by the Plan, the Committee
shall have full power and authority to:

(a)  select the Service Providers to whom Awards may from time to time
be granted hereunder;

(b)  determine the type or types of Awards to be granted to eligible
Service Providers;

(c)  determine the number of Shares to be covered by, or with respect
to which payments, rights, or other matters are to be calculated in
connection with, Awards;

(d)  determine the terms and conditions of any Award;

(e)  determine whether, and to what extent, and under what
circumstances Awards may be settled or exercised in cash, Shares,
other securities, other Awards or other property;

(f)  determine whether, and to what extent, and under what
circumstance Awards may be canceled, forfeited, or suspended and the
method or methods by which Awards may be settled, exercised, canceled,
forfeited, or suspended;

(g)  correct any defect, supply an omission, reconcile any
inconsistency and otherwise interpret and administer the Plan and any
instrument or Award Agreement relating to the Plan or any Award
hereunder;

(h)  modify and amend the Plan, establish, amend, suspend, or waive
such rules, regulations and procedures of the Plan, and appoint such
agents as it shall deem appropriate for the proper administration of
the Plan; and

(i)  make any other determination and take any other action that the
Committee deems necessary or desirable for the administration of the
Plan.

3.3  COMMITTEE DELEGATION.  The Committee may delegate to any member
of the Board or committee of Board members such of its powers as it
deems appropriate, including the power to sub-delegate, except that,
pursuant to such delegation or sub-delegation, only a member of the
Board (or a committee thereof) may grant Awards from time to time to
specified categories of Service Providers in amounts and on terms to
be specified by the Board or the Committee; provided that no such
grants shall be made other than by the Board or the Committee to
individuals who are then Section 16 Persons or other than by the
Committee to individuals who are then or are deemed likely to become a
"covered employee" within the meaning of Code Section 162(m).  A
majority of the members of the Committee may determine its actions and
fix the time and place of its meetings.

3.4  DETERMINATION UNDER THE PLAN.  Unless otherwise expressly
provided in the Plan, all designations, determinations, adjustments,
interpretations, and other decisions under or with respect to the
Plan, any Award or Award Agreement shall be within the sole discretion
of the Committee, may be made at any time and shall be final,
conclusive, and binding upon all persons, including the Company, any
Participant, any Holder, and any stockholder.  No member of the
Committee shall be liable for any action, determination or
interpretation made in good faith, and all members of the Committee
shall, in addition to their rights as directors, be fully protected by
the Company with respect to any such action, determination or
interpretation.


                              SECTION 4
                     STOCK SUBJECT TO THE PLAN

4.1  NUMBER OF SHARES.  Subject to adjustment as provided in Section
4.3 and subject to the maximum amount of Shares that may be granted to
an individual in a calendar year as set forth in Section 5.5, no more
than a total of 150,000 Shares are authorized for issuance under the
Plan in accordance with the provisions of the Plan and subject to such
restrictions or other provisions as the Committee may from time to
time deem necessary.  Any Shares issued hereunder may consist, in
whole or in part, of authorized and unissued shares or treasury
shares.  The Shares may be divided among the various Plan components
as the Committee shall determine.  Shares that are subject to an
underlying Award and Shares that are issued pursuant to the exercise
of an Award shall be applied to reduce the maximum number of Shares
remaining available for use under the Plan.  The Company shall at all
times during the term of the Plan and while any Awards are outstanding
retain as authorized and unissued Stock, or as treasury Stock, at
least the number of Shares from time to time required under the
provisions of the Plan, or otherwise assure itself of its ability to
perform its obligations hereunder.

4.2  UNUSED AND FORFEITED STOCK.  Any Shares that are subject to an
Award under this Plan that are not used because the terms and
conditions of the Award are not met, including any Shares that are
subject to an Award that expires or is terminated for any reason, any
Shares that are used for full or partial payment of the purchase price
of Shares with respect to which an Option is exercised and any Shares
retained by the Company pursuant to Section 16.2 shall automatically
become available for use under the Plan.  Notwithstanding the
foregoing, any Shares used for full or partial payment of the purchase
price of the Shares with respect to which an Option is exercised and
any Shares retained by the Company pursuant to Section 16.2 that were
originally Incentive Stock Option Shares must still be considered as
having been granted for purposes of determining whether the Share
limitation provided for in Section 4.1 has been reached for purposes
of Incentive Stock Option grants.

4.3  ADJUSTMENTS IN AUTHORIZED SHARES.  If, without the receipt of
consideration therefore by the Company, the Company shall at any time
increase or decrease the number of its outstanding Shares or change in
any way the rights and privileges of such Shares such as, but not
limited to, the payment of a stock dividend or any other distribution
upon such Shares payable in Stock, or through a stock split,
subdivision, consolidation, combination, reclassification or
recapitalization involving the Stock, such that an adjustment is
necessary in order to prevent dilution or enlargement of the benefits
or potential benefits intended to be made available under the Plan
then in relation to the Stock that is affected by one or more of the
above events, the numbers, rights and privileges of (i) the Shares as
to which Awards may be granted under the Plan, (ii) the exercise or
purchase price of each outstanding Award, and (iii) the Shares then
included in each outstanding Award granted hereunder, shall be
increased, decreased or changed in like manner as if the Shares
underlying the Award had been issued and outstanding, fully paid and
non assessable at the time of such occurrence.  The manner in which
Awards are adjusted pursuant to this Section 4.3 is to be determined
by the Board or the Committee; provided that all adjustments must be
determined by the Board or Committee in good faith, and must be
effectuated so as to preserve the value that any Participant has in
outstanding Awards as of the time of the event giving rise to any
potential dilution or enlargement of rights.

4.4  GENERAL ADJUSTMENT RULES.

(a)  If any adjustment or substitution provided for in this Section 4
shall result in the creation of a fractional Share under any Award,
such fractional Share shall be rounded up to the nearest whole Share
and fractional Shares shall not be issued.

(b)  In the case of any such substitution or adjustment affecting an
Option or a SAR (including a Nonqualified Stock Option) such
substitution or adjustments shall be made in a manner that is in
accordance with the substitution and assumption rules set forth in
Treasury Regulations 1.424-1 and the applicable guidance relating to
Code section 409A.


                              SECTION 5
                            PARTICIPATION

5.1  BASIS OF GRANT.  Participants in the Plan shall be those Service
Providers, who, in the judgment of the Committee, have performed, are
performing, or during the term of their incentive arrangement will
perform, important services in the management, operation and
development of the Company, and significantly contribute, or are
expected to significantly contribute, to the achievement of long-term
corporate economic objectives.

5.2  TYPES OF GRANTS; LIMITS.  Participants may be granted from time
to time one or more Awards; provided, however, that the grant of each
such Award shall be separately approved by the Committee or its
designee, and receipt of one such Award shall not result in the
automatic receipt of any other Award.  Written notice shall be given
to such Person, specifying the terms, conditions, right and duties
related to such Award.  Under no circumstance shall Incentive Stock
Options be granted to (i) non-employee directors or (ii) any person
not permitted to receive Incentive Stock Options under the Code.

5.3  AWARD AGREEMENTS.  Each Participant shall enter into an Award
Agreement(s) with the Company, in such form as the Committee shall
determine and which is consistent with the provisions of the Plan,
specifying such terms, conditions, rights and duties.  Unless
otherwise explicitly stated in the Award Agreement, Awards shall be
deemed to be granted as of the date specified in the grant resolution
of the Committee, which date shall be the date of any related
agreement(s) with the Participant.  Unless explicitly provided for in
a particular Award Agreement that the terms of the Plan are being
superseded, in the event of any inconsistency between the provisions
of the Plan and any such Award Agreement(s) entered into hereunder,
the provisions of the Plan shall govern.

5.4  RESTRICTIVE COVENANTS.  The Committee may, in its sole and
absolute discretion, place certain restrictive covenants in an Award
Agreement requiring the Participant to agree to refrain from certain
actions.  Such Restrictive Covenants, if contained in the Award
Agreement, will be binding on the Participant.

5.5  MAXIMUM ANNUAL AWARD.  The maximum number of Shares with respect
to which an Award or Awards may be granted to any Participant in any
one taxable year of the Company (the "Maximum Annual Participant
Award") shall not exceed 75,000 Shares (subject to adjustment pursuant
to Sections 4.3 and 4.4).  If an Option is in tandem with a SAR, such
that the exercise of the Option or SAR with respect to a Share cancels
the tandem SAR or Option right, respectively, with respect to each
Share, the tandem Option and SAR rights with respect to each Share
shall be counted as covering but one Share for purposes of the Maximum
Annual Participant Award.


                              SECTION 6
                            STOCK OPTIONS

6.1  GRAND OF OPTIONS.  A Participant may be granted one or more
Options.  The Committee in its sole discretion shall designate whether
an Option is an Incentive Stock Option or a Nonqualified Stock Option.
The Committee may grant both an Incentive Stock Option and a
Nonqualified Stock Option to the same Participant at the same time or
at different times.  Incentive Stock Options and Nonqualified Stock
Options, whether granted at the same or different times, shall be
deemed to have been awarded in separate grants, shall be clearly
identified, and in no event shall the exercise of one Option affect
the right to exercise any other Option or affect the number of Shares
for which any other Option may be exercised.


6.2  OPTION AGREEMENTS.  Each Option granted under the Plan shall be
evidenced by a written Option Award Agreement which shall be entered
into by the Company and the Participant to whom the Option is granted
(the "Optionee"), and which shall contain, or be subject to, the
following terms and conditions, as well as such other terms and
conditions not inconsistent therewith, as the Committee may consider
appropriate in each case.

(a)  Number of Shares.  Each Option Award Agreement shall state that
it covers a specified number of Shares, as determined by the
Committee.  To the extent that the aggregate Fair Market Value of
Shares with respect to which Options designated as Incentive Stock
Options are exercisable for the first time by any Optionee during any
calendar year exceeds $100,000 or, if different, the maximum
limitation in effect at the time of grant under section 422(d) of the
Code, such Options in excess of such limit shall be treated as
Nonqualified Stock Options.  The foregoing shall be applied by taking
Options into account in the order in which they were granted.  For the
purposes of the foregoing, the Fair Market Value of any Share shall be
determined as of the time the Option with respect to such Share is
granted.  In the event the foregoing results in a portion of an Option
designated as an Incentive Stock Option exceeding the $100,000
limitation, only such excess shall be treated as a Nonqualified Stock
Option.

(b)  Price.  Each Option Award Agreement shall state the Option
Exercise Price at which each Share covered by an Option may be
purchased.  Such Option Exercise Price shall be determined in each
case by the Committee, but in no event shall the Option Exercise Price
for each Share covered by an Option be less than the Fair Market Value
of the Stock on the Option's Grant Date, as determined by the
Committee; provided, however, that the Option Exercise Price for each
Share covered by an Incentive Stock Option granted to an Eligible
Employee who then owns stock possessing more than 10% of the total
combined voting power of all classes of stock of the Company or any
parent or Subsidiary corporation of the Company must be at least 110%
of the Fair Market Value of the Stock subject to the Incentive Stock
Option on the Option's Grant Date.

(c)  Duration of Options.  Each Option Award Agreement shall state the
period of time, determined by the Committee, within which the Option
may be exercised by the Holder (the "Option Period").  The Option
Period must expire, in all cases, not more than ten years from the
Option's Grant Date; provided, however, that the Option Period of an
Incentive Stock Option granted to an Eligible Employee who then owns
Stock possessing more than 10% of the total combined voting power of
all classes of Stock of the Company must expire not more than five
years from the Option's Grant Date.  Each Option Award Agreement shall
also state the periods of time, if any, as determined by the
Committee, when incremental portions of each Option shall become
exercisable.  If any Option or portion thereof is not exercised during
its Option Period, such unexercised portion shall be deemed to have
been forfeited and have no further force or effect.


(d)  Termination of Service, Death, Disability, etc.  Each Option
Agreement shall state the period of time, if any, determined by the
Committee, within which the Vested Option may be exercised after an
Optionee ceases to be a Service Provider on account of the
Participant's death, Disability, voluntary resignation, retirement,
cessation as a director, or the Company having terminated such
Optionee's employment with or without Cause.  Unless an Option
Agreement provides otherwise, a Participant's change in status between
serving as an employee and/or director will not be considered a
termination of the Participant serving as a Service Provider for
purposes of any Option expiration period under the Plan.

(e)  Transferability.  Except as otherwise determined by the
Committee, Options shall not be transferable by the Optionee except by
will or pursuant to the laws of descent and distribution.  Each Vested
Option shall be exercisable during the Optionee's lifetime only by him
or her, or in the event of Disability or incapacity, by his or her
guardian or legal representative.  Shares issuable pursuant to any
Option shall be delivered only to or for the account of the Optionee,
or in the event of Disability or incapacity, to his or her guardian or
legal representative.

(f)  Exercise, Payments, etc.

(i)  Unless otherwise provided in the Option Award Agreement, each
Vested Option may be exercised by delivery to the Corporate Secretary
of the Company a written notice specifying the number of Shares with
respect to which such Option is exercised and payment of the Option
Exercise Price.  Such notice shall be in a form satisfactory to the
Committee or its designee and shall specify the particular Vested
Option that is being exercised and the number of Shares with respect
to which the Vested Option is being exercised.  The exercise of the
Vested Option shall be deemed effective upon receipt of such notice by
the Corporate Secretary and payment to the Company.  The purchase of
such Stock shall take place at the principal offices of the Company
upon delivery of such notice, at which time the purchase price of the
Stock shall be paid in full by any of the methods or any combination
of the methods set forth in clause (ii) below.

(ii)  The Option Exercise Price may be paid by any of the following
methods:

A.  Cash or certified bank check;

B.  By delivery to the Company Shares then owned by the Holder, the
Fair Market Value of which equals the purchase price of the Stock
purchased pursuant to the Vested Option, properly endorsed for
transfer to the Company; provided, however, that Shares used for this
purpose must have been held by the Holder for such minimum period of
time as may be established from time to time by the Committee; and
provided further that the Fair Market Value of any Shares delivered in
payment of the purchase price upon exercise of the Options shall be
the Fair Market Value as of the exercise date, which shall be the date
of delivery of the Stock used as payment of the Option Exercise Price;
In lieu of actually surrendering to the Company the Shares then owned
by the Holder, the Committee may, in its discretion permit the Holder
to submit to the Company a statement affirming ownership by the Holder
of such number of Shares and request that such Shares, although not
actually surrendered, be deemed to have been surrendered by the Holder
as payment of the exercise price;

C.  For any Holder other than an Executive Officer or except as
otherwise prohibited by the Committee, by payment through a broker in
accordance with procedures permitted by Regulation T of the Federal
Reserve Board; or

D.  Any combination of the consideration provided in the foregoing
subsections (A), (B), and (C).

(iii)  The Company may not guarantee a third-party loan obtained by a
Holder to pay any portion of the entire Option Exercise Price of the
Shares.

(g)  Date of Grant.  Unless otherwise specifically specified in the
Option Award Agreement, an option shall be considered as having been
granted on the date specified in the grant resolution of the
Committee.

(h)  Withholding.

(A)  Nonqualified Stock Options.  Upon any exercise of a Nonqualified
Stock Option, the Optionee shall make appropriate arrangements with
the Company to provide for the minimum amount of additional
withholding required by applicable federal and state income tax and
payroll laws, including payment of such taxes through delivery of
Stock or by withholding Stock to be issued under the Option, as
provided in Section 16 hereof.

(B)  Incentive Stock Options.  In the event that an Optionee makes a
disposition (as defined in Section 424(c) of the Code) of any Stock
acquired pursuant to the exercise of an Incentive Stock Option prior
to the later of (i) the expiration of two years from the date on which
the Incentive Stock Option was granted or (ii) the expiration of one
year from the date on which the Option was exercised, the Participant
shall send written notice to the Company at its principal office
(Attention: Corporate Secretary) of the date of such disposition, the
number of shares disposed of, the amount of proceeds received from
such disposition, and any other information relating to such
disposition as the Company may reasonably request.  The Optionee
shall, in the event of such a disposition, make appropriate
arrangements with the Company to provide for the amount of additional
withholding, if any, required by applicable Federal and state income
tax laws.

(i)  Adjustment of Options.  Subject to the limitations set forth
below and those contained in Sections 6 and 15, the Committee may make
any adjustment in the Option Exercise Price, the number of Shares
subject to, or the terms of, an outstanding Option and a subsequent
granting of an Option by amendment or by substitution of an
outstanding Option.  Such amendment, substitution, or re-grant may
result in terms and conditions (including Option Exercise Price,
number of Shares covered, vesting schedule or exercise period) that
differ from the terms and conditions of the original Option; provided,
however, the Committee may not, without stockholder approval (i) amend
an Option to reduce its Option Exercise Price, (ii) cancel an Option
and regrant an Option with a lower Option Exercise Price than the
original Option Exercise Price of the cancelled Option, or (iii) take
any other action (whether in the form of an amendment, cancellation or
replacement grant) that has the effect of "repricing" an Option, as
defined under applicable NYSE rules or the rules of the established
stock exchange or quotation system on which the Company Stock is then
listed or traded if such Exchange's or quotation system's rules define
what constitutes a repricing.  The Committee also may not adversely
affect the rights of any Optionee to previously granted Options
without the consent of such Optionee.  If such action is affected by
the amendment, the effective date of such amendment shall be the date
of the original grant.  Any adjustment, modification, extension or
renewal of an Option shall be effected such that the Option is either
exempt from, or is compliant with, Code section 409A.

6.3  STOCKHOLDER PRIVILEGES.  No Holder shall have any rights as a
stockholder with respect to any Shares covered by an Option until the
Holder becomes the holder of record of such Stock, and no adjustments
shall be made for dividends or other distributions or other rights as
to which there is a record date preceding the date such Holder becomes
the holder of record of such Stock, except as provided in Section 4.


                              SECTION 7
                      STOCK APPRECIATION RIGHTS

7.1  GRANT OF SARS.  Subject to the terms and conditions of this Plan,
a SAR may be granted to a Participant at any time and from time to
time as shall be determined by the Committee in its sole discretion.
The Committee may grant Freestanding SARs or Tandem SARs, or any
combination thereof.

(a)  Number of Shares.  The Committee shall have complete discretion
to determine the number of SARs granted to any Participant, subject to
the limitations imposed in this Plan and by applicable law.

(b)  Exercise Price and Other Terms.  All SARs shall be granted with
an exercise price no less than the Fair Market Value of the underlying
Shares on the SARs' Date of Grant.  The Committee, subject to the
provisions of this Plan, shall have complete discretion to determine
the terms and conditions of SARs granted under this Plan.  The
exercise price per Share of Tandem SARs shall equal the exercise price
per Share of the related Option.

7.2  SAR AWARD AGREEMENT.  Each SAR granted under the Plan shall be
evidenced by a written SAR Award Agreement which shall be entered into
by the Company and the Participant to whom the SAR is granted (the
"SAR Holder"), and which shall specify the exercise price per share,
the terms of the SAR, the conditions of exercise, and such other terms
and conditions as the Committee in its sole discretion shall
determine.

7.3  EXERCISE OF TANDEM SARS.  Tandem SARs may be exercised for all or
part of the Shares subject to the related Option upon the surrender of
the right to exercise the equivalent portion of the related Option.  A
Tandem SAR may be exercised only with respect to the Shares for which
its related Option is then exercisable.  With respect to a Tandem SAR
granted in connection with an Incentive Stock Option: (a) the Tandem
SAR shall expire no later than the expiration of the underlying
Incentive Stock Option; (b) the value of the payout with respect to
the Tandem SAR shall be for no more than one hundred percent (100%) of
the difference between the Exercise Price per Share of the underlying
Incentive Stock Option and the Fair Market Value per Share of the
Shares subject to the underlying Incentive Stock Option at the time
the Tandem SAR is exercised; and (c) the Tandem SAR shall be
exercisable only when the Fair Market Value per Share of the Shares
subject to the Incentive Stock Option exceeds the per share Option
Price per Share of the Incentive Stock Option.

7.4  EXERCISE OF FREESTANDING SARS.  Freestanding SARs shall be
exercisable on such terms and conditions as the Committee in its sole
discretion shall determine; provided, however, that no Freestanding
SAR granted to a Section 16 Person shall be exercisable until at least
six (6) months after the Date of Grant or such shorter period as may
be permissible while maintaining compliance with Rule 16b-3.

7.5  EXPIRATION OF SARS.  Each SAR Award Agreement shall state the
period of time, if any, determined by the Committee, within which the
SAR may be exercised after a SAR Holder ceases to be a Service
Provider on account of the Participant's death, Disability, voluntary
resignation, cessation as a director, or the Company having terminated
such SAR Holder's employment with or without Cause.  Unless otherwise
specifically provided for in the SAR Award agreement, a Tandem SAR
granted under this Plan shall be exercisable at such time or times and
only to the extent that the related Option is exercisable.  The Tandem
SAR shall terminate and no longer be exercisable upon the termination
or exercise of the related Options, except that Tandem SARs granted
with respect to less than the full number of shares covered by a
related Option shall not be reduced until the exercise or termination
of the related Option exceeds the number of Shares not covered by the
SARs.

7.6  PAYMENT OF SAR AMOUNT.  Upon exercise of a SAR, a Holder shall be
entitled to receive payment from the Company in an amount determined
by multiplying (i) the positive difference between the Fair Market
Value of a Share on the date of exercise over the exercise price per
Share by (ii) the number of Shares with respect to which the SAR is
exercised.  The payment upon a SAR exercise may be in whole Shares of
equivalent value, cash, or a combination of whole Shares and cash.
Fractional Shares shall be rounded up to the nearest whole Share.


                              SECTION 8
        AWARDS OF RESTRICTED STOCK AND RESTRICTED STOCK UNITS

8.1  RESTRICTED STOCK AWARDS GRANTED BY COMMITTEE.  Coincident with or
following designation for participation in the Plan and subject to the
terms and provisions of the Plan, the Committee, at any time and from
time to time, may grant Restricted Stock to any Service Provider in
such amounts as the Committee shall determine.

8.2  RESTRICTED STOCK UNIT AWARDS GRANTED BY COMMITTEE.  Coincident
with or following designation for participation in the Plan and
subject to the terms and provisions of the Plan, the Committee may
grant a Service Provider Restricted Stock Units in connection with or
separate from a grant of Restricted Stock.  Upon the vesting of
Restricted Stock Units, the Holder shall be entitled to receive the
full value of the Restricted Stock Units payable in either Shares or
cash.

8.3  RESTRICTIONS.  A Holder's right to retain Shares of Restricted
Stock or be paid with respect to Restricted Stock Units shall be
subject to such restrictions, including him or her continuing to
perform as a Service Provider for a restriction period specified by
the Committee, or the attainment of specified performance goals and
objectives, as may be established by the Committee with respect to
such Award.  The Committee may in its sole discretion require
different periods of service or different performance goals and
objectives with respect to (i) different Holders, (ii) different
Restricted Stock or Restricted Stock Unit Awards, or (iii) separate,
designated portions of the Shares constituting a Restricted Stock
Award.  Any grant of Restricted Stock or Restricted Stock Units shall
contain terms such that the Award is either exempt from Code section
409A or complies with such section.

8.4  PRIVILEGES OF STOCKHOLDER, TRANSFERABILITY.  Unless otherwise
provided in the Award Agreement, a Participant shall have all voting,
dividend, liquidation and other rights with respect to Shares of
Restricted Stock, provided however that any dividends paid on Shares
of Restricted Stock prior to such Shares becoming vested shall be held
in escrow by the Company and subject to the same restrictions on
transferability and forfeitability as the underlying Shares of
Restricted Stock.  Any voting, dividend, liquidation or other rights
shall accrue to the benefit of a Holder only with respect to Shares of
Restricted Stock held by, or for the benefit of, the Holder on the
record date of any such dividend or voting date.  A Participant's
right to sell, encumber or otherwise transfer such Restricted Stock
shall, in addition to the restrictions otherwise provided for in the
Award Agreement, be subject to the limitations of Section 12.2 hereof.
The Committee may determine that a Holder of Restricted Stock Units is
entitled to receive dividend equivalent payments on such units.  If
the Committee determines that Restricted Stock Units shall receive
dividend equivalent payments, such feature will be specified in the
applicable Award Agreement.  Restricted Stock Units shall not have any
voting rights.

8.5  ENFORCEMENT OF RESTRICTIONS.  The Committee may in its sole
discretion require one or more of the following methods of enforcing
the restrictions referred to in Section 8.2 and 8.3:

(a)  placing a legend on the stock certificates, or the Restricted
Stock Unit Award Agreement, as applicable, referring to restrictions;

(b)  requiring the Holder to keep the stock certificates, duly
endorsed, in the custody of the Company while the restrictions remain
in effect;

(c)  requiring that the stock certificates, duly endorsed, be held in
the custody of a third party nominee selected by the Company who will
hold such Shares of Restricted Stock on behalf of the Holder while the
restrictions remain in effect; or

(d)  inserting a provision into the Restricted Stock Award Agreement
prohibiting assignment of such Award Agreement until the terms and
conditions or restrictions contained therein have been satisfied or
released, as applicable.

8.6  TERMINATION OF SERVICE, DEATH DISABILITY ETC.  In the event of
the death or Disability of a Participant, all service period and other
restrictions applicable to Restricted Stock Awards then held by him or
her shall lapse, and such Awards shall become fully nonforfeitable.
Subject to Section 11, in the event a Participant ceases to be a
Service Provider for any other reason, any Restricted Stock Awards as
to which the service period or other vesting conditions for have not
been satisfied shall be forfeited.


                              SECTION 9
         PERFORMANCE SHARES, PERFORMANCE UNITS, BONUS SHARES
                        AND DEFERRED SHARES

9.1  AWARDS GRANTED BY COMMITTEE.  Coincident with or following
designation for participation in the Plan, a Participant may be
granted Performance Shares or Performance Units.

9.2  TERMS OF PERFORMANCE SHARES OR PERFORMANCE UNITS.  The Committee
shall establish maximum and minimum performance targets to be achieved
during the applicable Performance Period.  Each grant of a Performance
Share or Performance Unit Award shall be subject to additional terms
and conditions not inconsistent with the provisions of the Plan.  The
Committee shall determine what, if any, payment is due with respect to
an Award and whether such payment shall be made in cash, Stock or some
combination.

9.3  BONUS SHARES.  Subject to the terms of the Plan, the Committee
may grant Bonus Shares to any Participant, in such amount and upon
such terms and at any time and from time to time as shall be
determined by the Committee.

9.4  DEFERRED SHARES.  Subject to the terms and provisions of the
Plan, Deferred Shares may be granted to any Participant in such
amounts and upon such terms, and at any time and from time to time, as
shall be determined by the Committee.  The Committee may impose such
conditions or restrictions on any Deferred Shares as it may deem
advisable, including time-vesting restrictions and deferred payment
features.  The Committee may cause the Company to establish a grantor
trust to hold Shares subject to Deferred Share Awards.  Without
limiting the generality of the foregoing, the Committee may grant to
any Participant, or permit any Participant to elect to receive,
Deferred Shares in lieu of or in substitution for any other
compensation (whether payable currently or on a deferred basis, and
whether payable under this Plan or otherwise) which such Participant
may be eligible to receive from the Company or a Subsidiary.  Any
grant of Deferred Shares shall comply with Section 409A of the Code.

                              SECTION 10
            PERFORMANCE AWARDS; SECTION 162(M) PROVISIONS

10.1  TERMS OF PERFORMANCE AWARDS.  Except as provided in Section 11,
Performance Awards will be issued or granted, or become vested or
payable, only after the end of the relevant Performance Period.  The
performance goals to be achieved for each Performance Period and the
amount of the Award to be distributed upon satisfaction of those
performance goals shall be conclusively determined by the Committee.
When the Committee determines whether a performance goal has been
satisfied for any Performance Period, the Committee, where the
Committee deems appropriate, may make such determination using
calculations which alternatively include and exclude one, or more than
one, "extraordinary items" as determined under U.S. generally accepted
accounting principles, and the Committee may determine whether a
performance goal has been satisfied for any Performance Period taking
into account the alternative which the Committee deems appropriate
under the circumstances.  The Committee also may take into account any
other unusual or non-recurring items, including the charges or costs
associated with restructurings of the Company, discontinued
operations, and the cumulative effects of accounting changes and,
further, may take into account any unusual or non-recurring events
affecting the Company, changes in applicable tax laws or accounting
principles or such other factors as the Committee may determine
reasonable and appropriate under the circumstances (including any
factors that could result in the Company's paying non-deductible
compensation to an Employee or non-employee director).

10.2  PERFORMANCE GOALS.  If an Award is subject to this Section 10,
then the lapsing of restrictions thereon, or the vesting thereof, and
the distribution of cash, Shares or other property pursuant thereto,
as applicable, shall be subject to the achievement of one or more
objective performance goals established by the Committee, which shall
be based on the attainment of one or any combination of the following
metrics, and which may be established on an absolute or relative basis
for the Company as a whole or any of its subsidiaries, operating
divisions or other operating units:


(a)  Earnings (either in the aggregate or on a per-Share basis);

(b)  Growth or rate of growth in earnings (either in the aggregate or
on a per-Share basis);

(c)  Net income or loss (either in the aggregate or on a per-Share
basis);

(d)  Cash flow provided by operations, either in the aggregate or on a
per-Share basis;

(e)  Growth or rate of growth in cash flow (either in the aggregate or
on a per-Share basis);

(f)  Free cash flow (either in the aggregate on a per-Share basis);

(g)  Reductions in expense levels, determined either on a Company-wide
basis or in respect of any one or more business units;

(h)  Operating and maintenance cost management and employee
productivity;

(i) Stockholder returns (including return on assets, investments,
equity, or gross sales);

(j)  Return measures (including return on assets, equity, or sales);

(k)  Growth or rate of growth in return measures (including return on
assets, equity, or sales);

(l)  Share price (including attainment of a specified per-Share price
during the Performance Period; growth measures and total stockholder
return or attainment by the Shares of a specified price for a
specified period of time);

(m)  Strategic business criteria, consisting of one or more objectives
based on meeting specified revenue, market share, market penetration,
geographic business expansion goals, objectively identified project
milestones, production volume levels, cost targets, and goals relating
to acquisitions or divestitures; and/or

(n)  Achievement of business or operational goals such as market share
and/or business development;
provided that applicable performance goals may be applied on a pre- or
post-tax basis; and provided further that the Committee may, when the
applicable performance goals are established, provide that the formula
for such goals may include or exclude items to measure specific
objectives, such as losses from discontinued operations, extraordinary
gains or losses, the cumulative effect of accounting changes,
acquisitions or divestitures, foreign exchange impacts and any
unusual, nonrecurring gain or loss.  In addition to the foregoing
performance goals, the performance goals shall also include any
performance goals which are set forth in a Company bonus or incentive
plan, if any, which has been approved by the Company's stockholders,
which are incorporated herein by reference. Such performance goals
shall be set by the Committee within the time period prescribed by,
and shall otherwise comply with the requirements of, Code Section
162(m).

10.3  ADJUSTMENTS.  Notwithstanding any provision of the Plan other
than Section 4.3 or Section 11, with respect to any Award that is
subject to this Section 10, the Committee may not adjust upwards the
amount payable pursuant to such Award, nor may it waive the
achievement of the applicable performance goals except in the case of
the death or Disability of the Participant.

10.4  OTHER RESTRICTIONS.  The Committee shall have the power to
impose such other restrictions on Awards subject to this Section 10 as
it may deem necessary or appropriate to insure that such Awards
satisfy all requirements for "performance-based compensation" within
the meaning of Code Section 162(m)(4)(B).

10.5  SECTION 162(m)LIMITATIONS.  Notwithstanding any other provision
of this Plan, if the Committee determines at the time any Award is
granted to a Participant that such Participant is, or is likely to be
at the time he or she recognizes income for federal income tax
purposes in connection with such Award, a Covered Employee, then the
Committee may provide that this Section 10 is applicable to such
Award.


                              SECTION 11
           REORGANIZATION, CHANGE IN CONTROL OR LIQUIDATION

Except as otherwise provided in an Award Agreement or other agreement
approved by the Committee to which any Participant is a party, in the
event that the Company undergoes a Change in Control, each Option,
share of Restricted Stock and/or other Award shall without regard to
any vesting schedule, restriction or performance target, automatically
become fully exercisable, fully vested or fully payable, as the case
may be, as of the date of such Change in Control.  In addition to the
foregoing, in the event the Company undergoes a Change in Control or
in the event of a corporate merger, consolidation, major acquisition
of property (or stock), separation, reorganization or liquidation in
which the Company is a party and in which a Change in Control does not
occur, the Committee, or the board of directors of any corporation
assuming the obligations of the Company, shall have the full power and
discretion to prescribe and amend the terms and conditions for the
exercise, or settlement, of any outstanding Awards granted hereunder.
The Committee may remove restrictions on Restricted Stock and
Restricted Stock Units and may modify the performance requirements for
any other Awards.  The Committee may provide that Options or other
Awards granted hereunder must be exercised in connection with the
closing of such transactions, and that if not so exercised such Awards
will expire.  Any such determinations by the Committee may be made
generally with respect to all Participants, or may be made on a
case-by-case basis with respect to particular Participants.
Notwithstanding the foregoing, any transaction undertaken for the
purpose of reincorporating the Company under the laws of another
jurisdiction, if such transaction does not materially affect the
beneficial ownership of the Company's capital stock, such transaction
shall not constitute a merger, consolidation, major acquisition of
property for stock, separation, reorganization, liquidation, or Change
in Control.


                              SECTION 12
                  RIGHTS OF EMPLOYEES; PARTICIPANTS

12.1  EMPLOYMENT.  Nothing contained in the Plan or in any Award
granted under the Plan shall confer upon any Participant any right
with respect to the continuation of his or her services as a Service
Provider or interfere in any way with the right of the Company,
subject to the terms of any separate employment or consulting
agreement to the contrary, at any time to terminate such services or
to increase or decrease the compensation of the Participant from the
rate in existence at the time of the grant of an Award.  Whether an
authorized leave of absence, or absence in military or government
service, shall constitute a termination of Participant's services as a
Service Provider shall be determined by the Committee at the time.

12.2  NONTRANSFERABILITY.  Except as provided in Section 12.3, no
right or interest of any Holder in an Award granted pursuant to the
Plan shall be assignable or transferable during the lifetime of the
Participant, either voluntarily or involuntarily, or be subjected to
any lien, directly or indirectly, by operation of law, or otherwise,
including execution, levy, garnishment, attachment, pledge or
bankruptcy.  In the event of a Participant's death, a Holder's rights
and interests in all Awards shall, to the extent not otherwise
prohibited hereunder, be transferable by testamentary will or the laws
of descent and distribution, and payment of any amounts due under the
Plan shall be made to, and exercise of any Options or SARs may be made
by, the Holder's legal representatives, heirs or legatees.  If, in the
opinion of the Committee, a person entitled to payments or to exercise
rights with respect to the Plan is disabled from caring for his or her
affairs because of a mental condition, physical condition or age,
payment due such person may be made to, and such rights shall be
exercised by, such person's guardian, conservator, or other legal
personal representative upon furnishing the Committee with evidence
satisfactory to the Committee of such status.  "Transfers" shall not
be deemed to include transfers to the Company or "cashless exercise"
procedures with third parties who provide financing for the purpose of
(or who otherwise facilitate) the exercise of Awards consistent with
applicable laws and the authorization of the Committee.

12.3  PERMITTED TRANSFERS.  Pursuant to conditions and procedures
established by the Committee from time to time, the Committee may
permit Awards to be transferred to, exercised by and paid to certain
persons or entities related to a Participant, including members of the
Participant's immediate family, charitable institutions, or trusts or
other entities whose beneficiaries or beneficial owners are members of
the Participant's immediate family and/or charitable institutions (a
"Permitted Transferee").  In the case of initial Awards, at the
request of the Participant, the Committee may permit the naming of the
related person or entity as the Award recipient.  Any permitted
transfer shall be subject to the condition that the Committee receive
evidence satisfactory to it that the transfer is being made for estate
and/or tax planning purposes on a gratuitous or donative basis and
without consideration (other than nominal consideration).
Notwithstanding the foregoing, Incentive Stock Options shall only be
transferable to the extent permitted in Section 422 of the Code, or
such successor provision thereto, and the treasury regulations
thereunder.


                              SECTION 13
                         GENERAL RESTRICTIONS

13.1  INVESTMENT REPRESENTATIONS.  The Company may require any person
to whom an Option or other Award is granted, as a condition of
exercising such Option or receiving Stock under the Award, to give
written assurances in substance and form satisfactory to the Company
and its counsel to the effect that such person is acquiring the Stock
subject to the Option or the Award for his own account for investment
and not with any present intention of selling or otherwise
distributing the same, and to such other effects as the Company deems
necessary or appropriate in order to comply with federal and
applicable state securities laws.  Legends evidencing such
restrictions may be placed on the certificates evidencing the Stock.

13.2 COMPLIANCE WITH SECURITIES LAWS.

(a)  Each Award shall be subject to the requirement that, if at any
time counsel to the Company shall determine that the listing,
registration or qualification of the Shares subject to such Award upon
any securities exchange or under any state or federal law, or the
consent or approval of any governmental or regulatory body, is
necessary as a condition of, or in connection with, the issuance or
purchase of Shares thereunder, such Award may not be accepted or
exercised in whole or in part unless such listing, registration,
qualification, consent or approval shall have been effected or
obtained on conditions acceptable to the Committee.  Nothing herein
shall be deemed to require the Company to apply for or to obtain such
listing, registration or qualification.

(b)  Each Holder who is a director or an Executive Officer is
restricted from taking any action with respect to any Award if such
action would result in a (i) violation of Section 306 of the
Sarbanes-Oxley Act of 2002, and the regulations promulgated
thereunder, whether or not such law and regulations are applicable to
the Company, or (ii) any policies adopted by the Company restricting
transactions in the Stock.

13.3  STOCK RESTRICTION AGREEMENT.  The Committee may provide that
Shares issuable upon the exercise of an Option shall, under certain
conditions, be subject to restrictions whereby the Company has (i) a
right of first refusal with respect to such Shares, (ii) specific
rights or limitations with respect to the Participant's ability to
vote such Shares, or (iii) a right or obligation to repurchase all or
a portion of such Shares, which restrictions may survive a
Participant's cessation or termination as a Service Provider.


                              SECTION 14
                        OTHER EMPLOYEE BENEFITS

The amount of any compensation deemed to be received by a Participant
as a result of the exercise of an Option or the grant, payment or
vesting of any other Award shall not constitute "earnings" with
respect to which any other benefits of such Participant are
determined, including benefits under (a) any pension, profit sharing,
life insurance or salary continuation plan or other employee benefit
plan of the Company or (b) any agreement between the Company and the
Participant, except as such plan or agreement shall otherwise
expressly provide.


                              SECTION 15
              PLAN AMENDMENT, MODIFICATION AND TERMINATION

15.1  AMENDMENT, MODIFICATION AND TERMINATION.  The Board may at any
time terminate, and from time to time may amend or modify, the Plan;
provided, however, that no amendment or modification may become
effective without approval of the amendment or modification by the
stockholders if stockholder approval is required to enable the Plan to
satisfy any applicable statutory or regulatory requirements, to comply
with the requirements for listing on any exchange where the Shares are
listed, or if the Company, on the advice of counsel, determines that
stockholder approval is otherwise necessary or desirable.

15.2  ADJUSTMENT UPON CERTAIN UNUSUAL OR NONRECURRING EVENTS.  The
Board may make adjustments in the terms and conditions of Awards in
recognition of unusual or nonrecurring events (including the events
described in Section 4.3) affecting the Company or the financial
statements of the Company or of changes in applicable laws,
regulations, or accounting principles, whenever the Board determines
that such adjustments are appropriate in order to prevent dilution or
enlargement of the benefits or potential benefits intended to be made
available under the Plan.

15.3  AWARDS PREVIOUSLY GRANTED.  Notwithstanding any other provision
of the Plan to the contrary (but subject to a Holder's employment
being terminated for Cause and Section 15.2), no termination,
amendment or modification of the Plan shall adversely affect in any
material way any Award previously granted under the Plan, without the
written consent of the Holder of such Award.




                              SECTION 16
                             WITHHOLDING

16.1  WITHHOLDING REQUIREMENT.  The Company's obligations to deliver
Shares upon the exercise of an Option, or upon the vesting of any
other Award, shall be subject to the Participant's satisfaction of all
applicable federal, state and local income and other tax withholding
requirements.

16.2  WITHHOLDING WITH STOCK.  The Committee may, in its sole
discretion, permit the Holder to pay all minimum required amounts of
tax withholding, or any part thereof, by electing to transfer to the
Company, or to have the Company withhold from the Shares otherwise
issuable to the Holder, Shares having a value not to exceed the
minimum amount required to be withheld under federal, state or local
law or such lesser amount as may be elected by the Holder.  The
Committee may require that any shares transferred to the Company have
been held or owned by the Participant for a minimum period of time.
All elections shall be subject to the approval or disapproval of the
Committee. The value of Shares to be withheld shall be based on the
Fair Market Value of the Stock on the date that the amount of tax to
be withheld is to be determined (the "Tax Date"), as determined by the
Committee.  Any such elections by Holder to have Shares withheld for
this purpose will be subject to the following restrictions:

(a)  All elections must be made prior to the Tax Date;

(b) All elections shall be irrevocable; and

(c) If the Participant is an officer or director of the Company within
the meaning of Section 16 of the 1934 Act ("Section 16"), the
Participant must satisfy the requirements of such Section 16 and any
applicable rules thereunder with respect to the use of Stock to
satisfy such tax withholding obligation.


                              SECTION 17
                      NONEXCLUSIVITY OF THE PLAN

Neither the adoption of the Plan nor the submission of the Plan to
stockholders of the Company for approval shall be construed as
creating any limitations on the power or authority of the Board or the
Committee to continue to maintain or adopt such other or additional
incentive or other compensation arrangements of whatever nature as the
Board or the Committee, as the case may be, may deem necessary or
desirable, or to preclude or limit the continuation of any other plan,
practice or arrangement for the payment of compensation or fringe
benefits to employees, or non-employee directors generally, or to any
class or group of employees, or non-employee directors, which the
Company now has lawfully put into effect, including any retirement,
pension, savings and stock purchase plan, insurance, death and
disability benefits and executive short-term incentive plans.


                              SECTION 18
                         REQUIREMENTS OF LAW

18.1  REQUIREMENTS OF LAW.  The issuance of Stock and the payment of
cash pursuant to the Plan shall be subject to all applicable laws,
rules and regulations, and to such approvals by any governmental
agencies or stock exchanges as may be required.  Notwithstanding any
provision of the Plan or any Award, Holders shall not be entitled to
exercise, or receive benefits under any Award, and the Company shall
not be obligated to deliver any Shares or other benefits to a Holder,
if such exercise, receipt of benefits or delivery would constitute a
violation by the Holder or the Company of any applicable law or
regulation.

18.2  CODE SECTION 409A.  This Plan is intended to meet or to be
exempt from the requirements of Section 409A of the Code, and shall be
administered, construed and interpreted in a manner that is accordance
with and furtherance of such intent.  Any provision of this Plan that
would cause an Award to fail to satisfy Section 409A of the Code or,
if applicable, an exemption from the requirements of that Section,
shall be amended (in a manner that as closely as practicable achieves
the original intent of this Plan) to comply with Section 409A of the
Code or any such exemption on a timely basis, which may be made on a
retroactive basis, in accordance with regulations and other guidance
issued under Section 409A of the Code.

18.3  RULE 16b-3.  Each transaction under the Plan is intended to
comply with all applicable conditions of Rule 16b-3, to the extent
Rule 16b-3 reasonably may be relevant or applicable to such
transaction. To the extent any provision of the Plan or any action by
the Committee under the Plan fails to so comply, such provision or
action shall, without further action by any person, be deemed to be
automatically amended to the extent necessary to effect compliance
with Rule 16b-3; provided, however, that if such provision or action
cannot be amended to effect such compliance, such provision or action
shall be deemed null and void to the extent permitted by law and
deemed advisable by the Committee.

18.4  GOVERNING LAW.  The Plan and all agreements hereunder shall be
construed in accordance with and governed by the laws of the state of
Delaware without giving effect to the principles of the conflict of
laws to the contrary.

SUBJECT TO THE SHAREHOLDER APPROVAL REQUIREMENT NOTED BELOW, THIS
AMCON DISTRIBUTING COMPANY 2007 OMNIBUS INCENTIVE PLAN HEREBY IS
ADOPTED BY THE BOARD OF DIRECTORS OF AMCON DISTRIBUTING COMPANY THIS
7th DAY OF MARCH, 2007.

THE PLAN SHALL BECOME EFFECTIVE ONLY IF APPROVED BY THE SHAREHOLDERS
OF THE COMPANY AND THE EFFECTIVE DATE OF THE PLAN SHALL BE SUCH DATE
OF SHAREHOLDER APPROVAL.



AMCON DISTRIBUTING COMPANY


By: /s/ Andrew C. Plummer
    Vice President, Chief Financial Officer and Secretary