EXHIBIT-10.46

                     AMCON DISTRIBUTING COMPANY
                     2007 OMNIBUS INCENTIVE PLAN

                  RESTRICTED STOCK AWARD AGREEMENT


Date of Grant: ----------, 20--

Number of Restricted Shares Granted: -------------------

This Restricted Stock Award Agreement, dated ----------, 20-- (this
"Award Agreement"), is made by and between AMCON Distributing Company,
a Delaware corporation (the "Company"), and ------------------
("Participant").

                             RECITALS:

A.  Effective April 17, 2007, the Company's stockholders approved the
AMCON Distributing Company 2007 Omnibus Incentive Plan (the "Plan")
pursuant to which the Company may, from time to time, grant Shares of
Restricted Stock to eligible Service Providers of the Company.

B.  Participant is a Service Provider of the Company or one of its
Affiliates and the Company desires to encourage him to own Shares and
to give him added incentive to advance the interests of the Company,
and desires to grant Participant shares of Restricted Stock of the
Company under the terms and conditions established by the Committee.

                            AGREEMENT:

In consideration of the mutual covenants contained herein and other
good and valuable consideration, the receipt of which is hereby
acknowledged, the parties agree as follows:

1.  INCORPORATION OF PLAN.  All provisions of this Award Agreement and
the rights of Participant hereunder are subject in all respects to the
provisions of the Plan and the powers of the Committee therein
provided.  Capitalized terms used in this Award Agreement but not
defined shall have the meaning set forth in the Plan.

2.  GRANT OF RESTRICTED STOCK.  Subject to the conditions and
restrictions set forth in this Award Agreement and in the Plan, the
Company hereby grants to Participant that number of Shares of
Restricted Stock identified above opposite the heading "Number of
Restricted Shares Granted" (the "Restricted Shares").

3.  RESTRICTIONS ON TRANSFER; VESTING DATE.  Subject to any exceptions
set forth in this Award Agreement or in the Plan, the Restricted
Shares or the rights relating thereto may not be sold, transferred,
gifted, bequeathed, pledged, assigned, or otherwise alienated or
hypothecated, voluntarily or involuntarily, prior to the vesting date
for such Restricted Shares identified below (the "Vesting Date").  On
the Vesting Date, such restriction on transfer shall lapse and the
Restricted Shares, if not previously forfeited pursuant to Section 4
below, will become freely transferable under this Award Agreement and
the Plan, subject only to such further limitations on transfer, if
any, as may exist under applicable law or any other agreement binding
upon Participant.  Subject to any exceptions listed in this Award
Agreement or in the Plan, the Restricted Shares shall become vested in
accordance with the schedule set forth below:

            Vesting Date           Percentage of Shares Vested
           --------------         -----------------------------

         ------------, 20--                   ---%
         ------------, 20--                   ---%
         ------------, 20--                   ---%

Notwithstanding the foregoing, (i) the Committee may, in its sole
discretion, accelerate the Vesting Date for any or all of the
Restricted Shares, if in its judgment the performance of Participant
has warranted such acceleration and/or such acceleration is in the
best interests of the Company, (ii) if Participant's position as a
Service Provider with the Company or any of its Affiliates is
terminated by the Company or such Affiliate without Cause or by reason
of the Participant's death or Disability, the Vesting Date for all of
the Restricted Shares automatically will be accelerated to the date of
Participant's termination as a Service Provider, and (iii) if
Participant is nominated to be a Director of the Company at any
meeting of the Company's stockholders and fails to receive sufficient
votes for election as a Director of the Company, the Vesting Date for
all of the Restricted Shares automatically will be accelerated to the
date of such meeting of the Company's stockholders.  For purposes of
this Award Agreement, "Cause" shall have the meaning set forth in
Section 2.1 of Plan.

4.  FORFEITURE PRIOR TO VESTING.  If Participant's position as a
Service Provider with the Company or any of its Affiliates is
terminated by the Company or any such Affiliate for Cause prior to the
Vesting Date for one or more of the Restricted Shares, Participant
will thereupon immediately forfeit any and all unvested Restricted
Shares, and the full ownership of such Restricted Shares and rights
will revert to the Company.  Upon such forfeiture, Participant shall
have no further rights under this Award Agreement.  If the Participant
voluntarily terminates his position as a Service Provider with the
Company prior to the Vesting Date for one or more of the Restricted
Shares, Participant will thereupon immediately forfeit any and all
unvested Restricted Shares, and the full ownership of such Restricted
Shares and rights will revert to the Company.

5.  CERTIFICATES.  The Restricted Shares are issued to Participant in
reliance on the exemption from registration provided in Section 4(2)
of the 1933 Act and Regulation D promulgated thereunder.  The
Restricted Shares shall be issued in the name of Participant or a
nominee of Participant as of the date of this Award Agreement.  One or
more certificates representing the Restricted Shares shall bear a
legend substantially similar to the following, and stop transfer
instructions may be given to the transfer agent for the Company's
Stock that are consistent with such legend:

THE SHARES REPRESENTED BY THIS CERTIFICATE ARE RESTRICTED SECURITIES
AND SUBJECT TO CERTAIN CONDITIONS UNDER THE AMCON DISTRIBUTING COMPANY
2007 OMNIBUS INCENTIVE PLAN AND THE APPLICABLE RESTRICTED STOCK AWARD
AGREEMENT PURSUANT TO WHICH THE SHARES WERE ISSUED.  THESE SHARES ARE
SUBJECT TO A RISK OF FORFEITURE AND CANNOT BE SOLD, DONATED,
TRANSFERRED OR IN ANY OTHER MANNER ENCUMBERED EXCEPT IN ACCORDANCE
WITH THE TERMS OF SUCH PLAN AND AGREEMENT, COPIES OF WHICH ARE
AVAILABLE FOR INSPECTION AT THE PRINCIPAL OFFICE OF AMCON DISTRIBUTING
COMPANY.  IN ADDITION, THESE SHARES HAVE BEEN ISSUED ON --------, 20--
PURSUANT TO THE AMCON DISTRIBUTING COMPANY 2007 OMNIBUS INCENTIVE PLAN
AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "ACT"), OR UNDER ANY STATE SECURITIES LAWS AND MAY NOT BE
SOLD OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION
STATEMENT UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS OR AN
EXEMPTION FROM REGISTRATION THEREUNDER.

6.  DIVIDENDS AND VOTING.  Participant is entitled to (i) receive all
dividends, payable in stock, in cash or in kind, or other
distributions, declared on or with respect to any Restricted Shares as
of a record date that occurs on or after the date of this Award
Agreement and before any transfer or forfeiture of the Restricted
Shares by Participant, provided that any such dividends paid in cash
are to be held in escrow by the Company and, such cash dividends and
distributions are to be subject to the same rights, restrictions on
transfer and conditions regarding vesting and forfeiture as the
Restricted Shares with respect to which such dividends or
distributions are paid at the time of payment, and (ii) exercise all
voting rights with respect to the Restricted Shares, if the record
date for the exercise of such voting rights occurs on or after the
date of this Award Agreement and prior to any transfer or forfeiture
of such Restricted Shares.  In the event of forfeiture by Participant
of any or all of the Restricted Shares or any of the equity securities
distributed to Participant with respect thereto, Participant shall
forfeit all cash dividends held in escrow and relating to the
underlying forfeited Restricted Shares and must return to the Company
any distributions previously paid to Participant with respect to such
Restricted Shares.

7.  TITLES.  Titles are provided herein for convenience only and are
not to serve as a basis for interpretation or construction of this
Award Agreement.

8.  NOTICE OF I.R.C. SECTION 83(b) ELECTION.   If Participant makes an
election under Section 83(b) of the Code, Participant shall promptly
notify the Company of such election.

9.  AMENDMENT.  This Award Agreement may be amended only by a writing
executed by the parties hereto which specifically states that it is
amending this Award Agreement.

10.  GOVERNING LAW.  The laws of the State of Delaware will govern the
interpretation, validity and performance of this Award Agreement
regardless of the law that might be applied under principles of
conflicts of laws.

11.  BINDING EFFECT.  A signature of a party to this Award Agreement
sent by facsimile or other electronic transmission shall be deemed to
constitute an original and fully effective signature of such party.
Except as expressly stated herein to the contrary, this Award
Agreement will be binding upon and inure to the benefit of the
respective heirs, legal representatives, successors and assigns of the
parties hereto.

This Award Agreement has been executed and delivered by the parties
hereto.

The Company:                           Participant:

AMCON DISTRIBUTING COMPANY

By:
    ------------------------           ----------------------------
Name:
      ----------------------           ----------------------------
Title:
        --------------------

                                       Address of Participant:

                                       ----------------------------
                                       ----------------------------























                        SCHEDULE OF AWARDS

As of November 7, 2008, awards have been made to directors of AMCON
Distributing Company utilizing the foregoing form of Restricted Stock
Award Agreement, which awards are summarized below.  In the event that
any future awards are made utilizing the foregoing form of Restricted
Stock Award Agreement, AMCON Distributing Company undertakes to
provide disclosure concerning such awards to the extent that it is
required to do so under the Securities Exchange Act of 1934, or the
rules and regulations thereunder.

<TABLE>
<Caption>
                             Restricted                                    Percentage
                               Grant         Shares          Vesting       of Shares
          Name                 Date          Granted          Date          Vesting
----------------------     --------------   ---------       ---------     ------------
<S>                             <C>             <C>            <C>            <C>
Raymond F. Bentele            1/29/2008         1,500        1/29/2009       33-1/3%
                                                            1/29/2010       33-1/3%
                                                            1/29/2011       33-1/3%

Jeremy W. Hobbs              1/29/2008         1,500        1/29/2009       33-1/3%
                                                            1/29/2010       33-1/3%
                                                            1/29/2011       33-1/3%

Stanley Mayer                1/29/2008         1,500        1/29/2009       33-1/3%
                                                            1/29/2010       33-1/3%
                                                            1/29/2011       33-1/3%

John R. Loyack               1/29/2008         1,500        1/29/2009       33-1/3%
                                                            1/29/2010       33-1/3%
                                                            1/29/2011       33-1/3%

Timothy R. Pestotnik         1/29/2008         1,500        1/29/2009       33-1/3%
                                                            1/29/2010       33-1/3%
                                                            1/29/2011       33-1/3%


</Table>