AMENDMENT NO. 1 TO

                 GRANT OF EXCLUSIVE MANUFACTURING RIGHTS


     THIS AMENDMENT NO. 1 is made as of the 1st day of October, 1998 (this
"Amendment"), between FAMOUS VALUE BRANDS, a division of PHILIP MORRIS
INCORPORATED, a Virginia corporation with offices at 120 Park Avenue, New
York, New York 10017 ("Manufacturer"), and AMCON DISTRIBUTING COMPANY, a
Delaware corporation with offices at 10228 L Street, Omaha, Nebraska 68127
(together with its successors, permitted assigns and affiliates, "Grantor").

                          PRELIMINARY STATEMENTS

     A. Manufacturer and Grantor entered into that certain Grant of Exclusive
Manufacturing Rights dated as of October 1, 1993 (the "Grant Agreement"),
providing for, among other things, Grantor to grant and convey to Manufacturer
exclusive rights to manufacture for Grantor any and all proprietary private
label brand cigarettes for sale and distribution in the United States,
including cigarettes utilizing the trademark(s) and package designs identified
on EXHIBIT A attached thereto.

     B. Manufacturer and Grantor desire to amend certain provisions of the
Grant Agreement as more particularly described herein, and to continue the
Grant Agreement, as amended hereby, the Private Label Manufacturing Agreement,
dated as of October 1, 1993, as amended by Amendment No. 1 dated as of the
date hereof, between Manufacturer and Grantor (the "Private Label
Manufacturing Agreement"), and the Amended and Restated Trademark License
Agreement, dated as of October 1, 1993, as amended by Amendment No. 1 dated as
of the date hereof, between Manufacturer and Grantor (the "Amended and
Restated Trademark License Agreement"), in full force and effect on the terms
contained therein and herein.

     NOW, THEREFORE, in consideration of the foregoing premises and the mutual
covenants and agreements contained herein, the parties hereto agree as
follows:
                                 ARTICLE I

                                AMENDMENTS

     SECTION 1.1 AMENDMENT TO SECTION 1.1.  The Grant Agreement is hereby
amended by deleting Section 1.1 thereof in its entirety and inserting in lieu
thereof the following new Section 1.1:

               "SECTION 1.1 GRANT OF EXCLUSIVE MANUFACTURING RIGHTS.
         Subject to the terms and provisions of Section 2.1(b), Grantor does
         hereby grant, sell, convey, transfer, assign and deliver to
         Manufacturer and its successors and assigns, free and clear of all
         liens, charges, claims, encumbrances or rights or interests of
         third parties of any nature and description whatsoever, exclusive
         rights to manufacture all and any private label brand cigarettes
         bearing the trademarks or any other trademarks or trade names owned,
         used or licensed now or hereafter by the Grantor ("Private Label
         Products") for a period commencing on the date hereof and
         continuing until the expiration of the Initial Term. (as defined in
         Section 4.1) or any later date to which this Agreement is extended
         pursuant to Section 4.1 hereof."

     SECTION 1.2 AMENDMENT TO SECTION 1.2.  The Grant Agreement is hereby
amended by deleting the words "Section 4.2(b) or" from the fourth sentence
appearing in Section 1.2.

     SECTION 1.3 AMENDMENT TO SECTION 1.3.  The Grant Agreement is hereby
amended by deleting Section 1.3 in its entirety and inserting in lieu thereof
the following new Section 1.3:

               "SECTION 1.3 EXCLUSIVE RELATIONSHIPS.
         Grantor has advised Manufacturer, and Manufacturer acknowledges,
         that Grantor has certain pre-existing agreements pursuant to which
         certain Private Label Products listed on Schedule A hereto (as the
         same may be amended or supplemented from time to time with the
         consent of the parties) are manufactured for and sold exclusively
         by Grantor within certain prescribed geographical areas to retail
         and wholesale customers (as and to the extent the same are in
         effect on the date hereof, the "Pre-existing Agreements").
         Manufacturer hereby grants the Grantor, effective as of the date
         Grantor acquired such rights under the Pre-existing Agreements, a
         license and interest in the exclusive manufacturing rights granted
         to Manufacturer hereby, for a period equal to the applicable term
         of each Pre-existing Agreement. Manufacturer further agrees that
         the exercise of the Grantor's rights and the performance of the
         Grantor's obligations under the Pre-existing Agreements shall not
         constitute a breach of any provision of this Agreement or entitle
         Manufacturer to reduce Manufacturer's Annual Payment pursuant to
         Section 1.2. Except as expressly contemplated by this Section 1.3,
         Grantor will not enter into any agreements, arrangements or
         understandings with respect to the exclusive distribution within
         any regional or national geographic area within the United States
         of any brand of cigarettes manufactured by any manufacturer other
         than Manufacturer, and Grantor hereby represents to Manufacturer
         that Grantor is not on the date hereof a party to any such
         agreements, arrangements or understandings. Without limiting the
         generality of the foregoing, Grantor will only distribute Private
         Label Products manufactured by Manufacturer, other than Private
         Label Products that Manufacturer has declined to manufacture
         pursuant to the terms of this Agreement. For purposes of this
         Agreement, Private Label Products shall also include without
         limitation any private label brand cigarettes for which Grantor
         becomes the supplier to two or more competing retail customers."

     SECTION 1.4 AMENDMENT TO SECTION 4.1.  The Grant Agreement is hereby
amended by deleting Section 4.1 in its entirety and inserting in lieu thereof
the following new Section 4.1:

               "SECTION 4.1 TERM. Unless earlier terminated pursuant to
          Section 4.2 of this Agreement, this Agreement shall continue for
          an initial term (the "Initial Term") of eight (8) years following
          the date of this Agreement, beginning on October 1, 1993 and
          ending on September 30, 2001, and thereafter this Agreement shall
          continue in effect upon the same terms and conditions for one or
          more additional one-year periods (each a "Renewal Period") unless,
          at least ninety (90) days prior to the end of the Initial Term, or
          any successive Renewal Period, either party provides the other
          with written notice of its intent not to renew this Agreement."

     SECTION 1.5 AMENDMENT TO SECTION 4.2.  The Grant Agreement is hereby
amended by deleting clause (3) of paragraph (a) of Section 4.2 in its entirety
and by deleting paragraph (b) of section 4.2 in its entirety.

     SECTION 1.6 AMENDMENT TO SECTION 4.3.  Section 4.3 of the Grant Agreement
is hereby amended as follows:

          (a) By replacing the reference in clause (1) of Section 4.3(a) to
              "thirty (30)" with a reference to "sixty (60)";

          (b) By deleting the words "the expiration of the Non-Exclusive
              Period" in the fourth sentence of Section 4.3(a) and inserting
              in lieu thereof "delivery to Manufacturer of the Offer;" and

          (c) By deleting the words "which is thirty (30) days following the
              Scheduled Expiration Date" appearing at the end of the
              penultimate sentence in Section 4.3(a).


                                 ARTICLE II

                            GENERAL PROVISIONS

     SECTION 2.1 GOVERNING LAW.  This Amendment shall be governed by and
construed in accordance with the laws of the State of New York (other than the
choice of law provisions thereof).

     SECTION 2.2 ENTIRE AGREEMENT.  The Grant Agreement, as amended by this
Amendment, constitutes the entire agreement between the parties with respect
to the subject matter hereof and supercedes all prior and contemporaneous
agreements, contracts, negotiations and understandings between them (other
than the Private Label Manufacturing Agreement and the Amended and Restated
Trademark License Agreement). This Agreement does not constitute a waiver or
the relinquishment of any right, claim or interest of the parties other than
those based on facts and circumstances known to the parties.

     SECTION 2.3 NO FURTHER MODIFICATION.  The Grant Agreement, the Private
Label Manufacturing Agreement and the Amended and Restated Trademark License
Agreement shall remain in full force and effect on the terms and conditions
contained therein and herein. The Grant Agreement shall not be deemed to be
amended, modified or supplemented in any respect except as expressly set forth
in this Amendment. For purposes of this Amendment, each of the representations
and warranties of Manufacturer in Section 3.1 of the Grant Agreement shall be
deemed to be made by Manufacturer on and as of the date hereof, and each of
the representations and warranties of Grantor in Section 3.2 of the Grant
Agreement shall be deemed to be made by Grantor on and as of the date hereof.

     SECTION 2.4 SEVERABILITY.  If any provision of this Amendment is
determined to be invalid or unenforceable, the provision shall be deemed to be
severable from the remainder of this Amendment and shall not cause the
invalidity or unenforceability of the remainder of this Amendment.

     SECTION 2.5 COUNTERPARTS.  This Amendment may be executed in one or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.


     IN WITNESS WHEREOF, this Amendment No. 1 to the Grant Agreement has been
duly executed as of the date first above written.


FAMOUS VALUE BRANDS,
a division of
PHILIP MORRIS INCORPORATED,
a Virginia corporation

By: Norma Suter
    -----------
    Name: Norma Suter
    Title: VP Marketing, Discount Brands
    Dated: 6/28/98


AMCON DISTRIBUTING COMPANY

By: Kathleen M. Evans
    -----------------
    Name: Kathleen M. Evans
    Title: President
    Dated: 6/25/98






                               SCHEDULE A


"EAGLE"
"VEGAS"
"BUZ"
"GUNSMOKE"
Tabacalera's "FIRST CLASS" and "ULTRA BUY"








                                AMENDMENT NO. 1 TO

                     PRIVATE LABEL MANUFACTURING AGREEMENT


     THIS AMENDMENT NO. 1 is made as of the 1st day of October, 1998 (this
"Amendment"), between FAMOUS VALUE BRANDS, a division of PHILIP MORRIS
INCORPORATED, a Virginia corporation with offices at 120 Park Avenue, New
York, New York 10017 ("Manufacturer"), and AMCON DISTRIBUTING COMPANY, a
Delaware corporation with offices at 10228 L Street, Omaha, Nebraska 68127
(together with its successors, permitted assigns and affiliates, "Customer").

                          PRELIMINARY STATEMENTS

     A. Manufacturer and Customer entered into that certain Private Label
Manufacturing Agreement dated as of October 1, 1993 (the "Manufacturing
Agreement"), providing for, among other things, Manufacturer to manufacture
and sell to Customer certain private label brand cigarettes utilizing the
Trademarks (as defined in the Manufacturing Agreement).

     B. Manufacturer and Customer desire to amend certain provisions of the
Manufacturing Agreement as more particularly described herein, and, except as
amended hereby, the Manufacturing Agreement shall continue in full force and
effect on the terms contained therein and herein.

     NOW, THEREFORE, in consideration of the foregoing premises and the mutual
covenants and agreements contained herein, the parties hereto agree as
follows:

                                 ARTICLE I

                                AMENDMENTS

     SECTION 1.1 AMENDMENT TO SECTION 1.4.  The Manufacturing Agreement is
hereby amended by deleting Section 1.4 in its entirety and inserting in lieu
thereof the following new Section 1.4:

               "SECTION 1.4 FORCE MAJEURE. Manufacturer's obligation to
         manufacture and deliver the Products under this Agreement shall be to
         use its reasonable efforts to satisfy the requirements of Customer
         for the Products. Without limiting the generality of the preceding
         sentence, this Agreement shall not require that Manufacturer produce
         any packing of the Products which is uneconomical for Manufacturer to
         produce due to the unreasonably low level of sales of such packing
         relative to other Products. Furthermore, without limiting the
         generality of the foregoing or other provisions in this Agreement
         with respect to the limitation of Manufacturer's obligations or
         liabilities hereunder, Manufacturer shall have no obligation or
         liability for satisfying the requirements of Customer or any
         Associate Distributor, and shall have no liability for the
         consequences of (including without limitation for consequential
         damages for) any failure to perform, or default in performing, any of
         its obligations under this Article I of this Agreement if that
         failure arises out of, is based upon or results from Force Majeure
         (as defined below).  For purposes of this Agreement, "Force Majeure"
         shall mean war (whether declared or not); revolution; invasion;
         insurrection; riot; civil commotion; mob violence; sabotage; 
         blockade; military or usurped power; lightning; serious destruction;
         explosion; fire; storm; high winds; drought or other shortage of
         water; flood; earthquake; strike; labor disturbances; acts or
         restraints of governmental or quasi-governmental authorities
         (including any changes in applicable laws and regulations); or any
         act of God beyond the control of the Manufacturer.  To the extent
         that a Force Majeure condition or conditions exists which prevents
         Manufacturer from manufacturing and delivering to Customer its full
         requirement of the Products, Customer shall have the right to
         purchase such Products from other manufacturers for so long as
         Manufacturer is unable to fulfill Customer's requirements for
         Products under this Agreement."

     SECTION 1.2 AMENDMENT TO SECTION 3.1.  The Manufacturing Agreement is
hereby amended by deleting Section 3.1 thereof in its entirety and inserting
in lieu thereof the following new Section 3.1:

               "SECTION 3.1 TERM. This Agreement shall continue for an initial
         term (the "Initial Term") of eight (8) years following the date of
         this Agreement, beginning on October 1, 1993 and ending on September
         30, 2001. Following the Initial Term, this Agreement shall continue
         in effect upon the same terms and conditions for one or more
         additional one-year periods (each "Renewal Period") unless, at least
         ninety (90) days prior to the end of the Initial Term, or any
         successive Renewal Period, either party provides the other with
         written notice of its intent not to renew this Agreement.
         Notwithstanding the foregoing, this Agreement shall be extended to
         any Extended Expiration Date (as defined in the Grant of Exclusive
         Manufacturing Rights, dated the date hereof (the "Grant Agreement"),
         between Manufacturer and Customer)."

     SECTION 1.3 AMENDMENT TO SECTION 3.2.  The Manufacturing Agreement is
hereby amended by deleting Section 3.2 in its entirety and inserting in lieu
thereof the following new Section 3.2:

               "SECTION 3.2 OBLIGATION OF CUSTOMER UPON TERMINATION. Upon
         termination of this Agreement, Customer and Manufacturer shall
         negotiate in good faith the costs and expenses, if any, to be borne
         by Customer that are or have been incurred by the Manufacturer with
         regard to finished and unfinished Product and packaging inventory;
         provided that, Manufacturer shall be entitled to sell and dispose of
         all such finished and unfinished Product and packaging inventory that
         Customer shall not have agreed to purchase from Manufacturer."


                                 ARTICLE II

                            GENERAL PROVISIONS

     SECTION 2.1 NO FURTHER MODIFICATION.  The Manufacturing Agreement shall
remain in full force and effect and shall not be deemed to be amended,
modified or supplemented in any respect except as expressly set forth in this
Amendment. For purposes of this Amendment, each of the representations and
warranties of Manufacturer in Section 2.1 of the Manufacturing Agreement shall
be deemed to be made by Manufacturer on and as of the date hereof, and each of
the representations and warranties of Customer in Section 2.2 of the
Manufacturing Agreement shall be deemed to be made by Customer on and as of
the date hereof.

     SECTION 2.2 SEVERABILITY.  If any provision of this Amendment is
determined to be invalid or unenforceable, the provision shall be deemed to be
severable from the remainder of this Amendment and shall not cause the
invalidity or unenforceability of the remainder of this Amendment.

     SECTION 2.3 GOVERNING LAW.  This Amendment shall be governed by and
construed in accordance with the laws of the State of New York (other than the
choice of law provisions thereof).

     SECTION 2.4 ENTIRE AGREEMENT.  The Manufacturing Agreement, as amended by
this Amendment, constitutes the entire agreement between the parties with
respect to the Products (as defined in the Manufacturing Agreement) and
supersedes all prior and contemporaneous agreements, contracts, negotiations
and understandings between them (other than the Grant of Exclusive
Manufacturing Rights, dated as of October 1, 1993, between Manufacturer and
Customer, as Amended by Amendment No. 1 dated the date hereof, and the Amended
and Restated Trademark License Agreement, dated as of October 1, 1993, between
Manufacturer and Customer, as amended by Amendment No. 1 dated the date
hereof).

     SECTION 2.5 COUNTERPARTS. This Amendment may be executed in one or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.



     IN WITNESS WHEREOF, this Amendment No. 1 has been duly executed as of the
date first above written.


FAMOUS VALUE BRANDS,
a division of
PHILIP MORRIS INCORPORATED,
a Virginia corporation

By: Norma Suter
    -----------  
    Name: Norma Suter
    Title: VP Marketing, Discount Brands
    Dated: 6/28/98


AMCON DISTRIBUTING COMPANY

By: Kathleen M. Evans
    -----------------
    Name: Kathleen M. Evans
    Title: President
    Dated: 6/25/98







                                AMENDMENT NO.1 TO

                               AMENDED AND RESTATED 

                           TRADEMARK LICENSE AGREEMENT


     THIS AMENDMENT NO. 1 is made as of the 1st day of October, 1998 (this
"Amendment"), between FAMOUS VALUE BRANDS, a division of PHILIP MORRIS
INCORPORATED, a Virginia corporation with offices at 120 Park Avenue, New
York, New York 10017 ("Manufacturer"), and AMCON DISTRIBUTING COMPANY, a
Delaware corporation with offices at 10228 L Street, Omaha, Nebraska 68127
(together with its successors, permitted assigns and affiliates, "AMCON").

     WHEREAS, this Amendment is an amendment to that certain Amended and
Restated Trademark and License Agreement, dated as of October 1, 1993 (the
"Amended and Restated Trademark and License Agreement"), between Manufacturer
and AMCON.

     NOW, THEREFORE, Manufacturer and AMCON agree as follows:

                                 ARTICLE I

                                AMENDMENTS

     SECTION 1.1 AMENDMENT TO SECTION 2.  The Amended and Restated Trademark
and License Agreement is hereby amended by deleting Section 2 thereof in its
entirety and inserting in lieu thereof the following new Section 2:



     THIS SECTION HAS BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL
     TREATMENT AND HAS BEEN FILED WITH THE COMMISSION PURSUANT TO RULE 24b-2
     OF THE SECURITIES EXCHANGE ACT OF 1934.



SECTION 1.2 AMENDMENT TO SECTION 4.  The Amended and Restated Trademark
License Agreement is hereby amended by deleting Section 4 thereof in its
entirety and inserting in lieu thereof the following Section 4:

               "4.  The term of this Agreement shall be for an initial term
         (the "Initial Term") of eight (8) years following the date of this
         Agreement, beginning on and as of October 1, 1993 and ending on and
         as of September 30, 2001.  Not withstanding the foregoing, this
         Agreement shall be extended to any Extended Expiration Date (as
         defined in the Grant of Exclusive Manufacturing Rights, dated the
         date hereof (the "Grant Agreement"), between Manufacturer and AMCON). 
         Following the Initial Term, this Agreement shall continue in effect
         upon the same terms and conditions for one or more additional one-
         year periods (each a "Renewal Period") unless, at least ninety (90)
         days prior to the end of the Initial Term, or any successive Renewal
         Period, either party provides the other with written notice of its
         intent not to renew this Agreement.  This Agreement may also be
         terminated in its entirety upon not less than thirty (30) days'
         written notice by either party if the other is in material breach of
         any provision hereof not cured within ten (10) days of written notice
         of such breach.  Upon any expiration or termination of this
         Agreement, Manufacturer shall have the right to exhaust, in the
         ordinary course of business, its existing stock of cigarettes bearing
         the Trademark, unless such stock is otherwise disposed of in
         accordance with the Manufacturing Agreement."



                              ARTICLE II

                         GENERAL PROVISIONS

     SECTION 2.1 NO FURTHER MODIFICATION.  The Amended and Restated Trademark
License Agreement shall remain in full force and effect on the terms and
conditions contained therein and herein, and shall not be deemed to be
amended, modified or supplemented in any respect except as expressly set forth
in this Amendment.

     SECTION 2.2 SEVERABILITY.  If any provision of this Amendment is
determined to be invalid or unenforceable, the provision shall be deemed to be
severable from the remainder of this Amendment and shall not cause the
invalidity or unenforceability of the remainder of this Amendment.

     SECTION 2.3 GOVERNING LAW.  This Amendment shall be governed by and
construed in accordance with the laws of the state of New York (other than the
choice of law provisions thereof).

     SECTION 2.4 ENTIRE AGREEMENT.  This Amendment constitutes the entire
agreement between the parties with respect to the subject matter hereof.  

     IN WITNESS WHEREOF the parties have duly executed this Amendment as of
the date first set out above.


FAMOUS VALUE BRANDS,
a division of
PHILIP MORRIS INCORPORATED, 
a Virginia corporation


By: Norma Suter
    ----------- 
    Name: Norma Suter
    Title: VP Marketing, Discount Brands
    Dated: 6-28-98

AMCON DISTRIBUTING COMPANY

By: Kathleen M. Evans
    ------------------
    Name: Kathleen M. Evans
    Title: President
    Dated: 6-25-98




                          SCHEDULE A



     THIS SECTION HAS BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL
     TREATMENT AND HAS BEEN FILED WITH THE COMMISSION PURSUANT TO RULE 24b-2
     OF THE SECURITIES EXCHANGE ACT OF 1934.