EXHIBIT 10.40



December 29, 2006



Mr. Christopher H. Atayan
Chief Executive Officer
AMCON Distributing Company
515 North State Street, Ste. 2650
Chicago, IL  60610

Dear Chris:

AMCON Distributing Company, and its subsidiaries and affiliates
("AMCON"), recognizes that your contribution to the growth and success
of AMCON will continue to be substantial and desires to assure AMCON
of your continued employment.  In this connection, the Board of
Directors of AMCON (the "Board") recognizes that, as is the case with
many publicly-held corporations, the possibility of a change in
control may exist and that such possibility, and the uncertainty and
questions which it may raise among management, may result in the
departure or distraction of management personnel to the detriment of
AMCON and its stockholders.

Accordingly, the Board has determined that appropriate steps should be
taken to reinforce and encourage the continued attention and
dedication of members of AMCON's management, including you, to their
assigned duties without distraction in the face of potentially
disturbing circumstances arising from the possibility of a change in
control of AMCON.

In order to induce you to remain in the employ of AMCON, AMCON agrees
that you shall receive the severance benefits set forth in this letter
agreement ("Agreement") in the event your employment with AMCON is
terminated subsequent to a "Change in Control of AMCON" (as defined in
Section 2(a) hereof) or under the other circumstances described below.

1.  TERM OF AGREEMENT.  This Agreement will commence on the date
hereof and shall continue in effect until December 31, 2008; provided,
however, that commencing on December 31, 2007 and each December 31
thereafter, the term of this Agreement shall automatically be extended
for one additional year unless, not later than September 30 of that
year, AMCON shall have given notice that it does not wish to extend
this Agreement; provided, further that, if a Change in Control of
AMCON shall have occurred during the original or extended term of this
Agreement, the term of this Agreement shall continue in effect for a
period of twenty-four (24) months beyond the month in which such
Change in Control of AMCON occurred.



2.  CHANGE IN CONTROL OF AMCON.

     (a)  For purposes of this Agreement, a "Change in Control of
AMCON" and "Change in Control" shall mean a change in control of a
nature that would be required to be reported in response to Item 6(e)
of Schedule 14A of Regulation 14A promulgated under the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), whether or not
AMCON is then subject to such reporting requirement; provided, that,
without limitation, such a change in control shall be deemed to have
occurred if:

  (i)    any person (as such term is used in Sections 13(d) and 14(d)
of the Exchange Act) (a "Person") is or becomes the "beneficial owner"
(as defined in Rule 13d-3 under the Exchange Act), directly or
indirectly, of securities of AMCON (not including in the amount of the
securities beneficially owned by such person any such securities
acquired directly from AMCON or its affiliates) representing 50
percent (50%) or more of the combined voting power of AMCON's then
outstanding voting securities; provided, however, that for purposes of
this Agreement the term "Person" shall not include (A) AMCON or any of
its subsidiaries, (B) a trustee or other fiduciary holding securities
under an employee benefit plan of AMCON or any of its subsidiaries,
(C) an underwriter temporarily holding securities pursuant to an
offering of such securities, (D) a corporation, partnership, limited
liability company or other entity owned, directly or indirectly, by
the stockholders of AMCON in substantially the same proportions as
their ownership of stock of AMCON, or (E) any individual, entity or
group involved in the acquisition of AMCON's voting securities in
connection with which, pursuant to Rule 13d-1 promulgated pursuant to
the Exchange Act, such individual, entity or group is permitted to,
and actually does, report its beneficial ownership on Schedule 13G (or
any successor Schedule); provided that, if any such individual, entity
or group subsequently becomes required to or does report its
beneficial ownership on Schedule 13D (or any successor Schedule),
then, for purposes of this paragraph, such individual, entity or group
shall be deemed to have first acquired, on the first date on which
such individual, entity or group becomes required to or does so
report, beneficial ownership of all of AMCON's then outstanding voting
securities beneficially owned by it on such date; and provided,
further, however, that for purposes of this paragraph (i), there shall
be excluded any Person who becomes such a beneficial owner in
connection with an Excluded Transaction (as defined in paragraph (ii)
below); or

  (ii)   there is consummated a merger or consolidation of AMCON or
any direct or indirect subsidiary thereof with any other corporation
that is not then a direct or indirect subsidiary of AMCON (a "Business
Combination"), other than a merger or consolidation (an "Excluded
Transaction") which would result in:

     (A)  a Business Combination that in substance constitutes a
disposition of a division, business unit, or subsidiary; or

     (B)  a Business Combination that would result in AMCON being no
longer required to file reports under the Exchange Act.

  (iii)  the stockholders of AMCON approve a plan of a complete
liquidation or dissolution of AMCON or there is consummation of a sale
or other disposition of all or substantially all of the assets of
AMCON, other than to a corporation with respect to which, following
such sale or other disposition, more than 50% of the combined voting
power of the then outstanding voting securities of such corporation
entitled to vote generally in the election of directors is then
beneficially owned, directly or indirectly, by all or substantially
all of the individuals and entities who were the beneficial owners of
AMCON's then outstanding voting securities immediately prior to such
sale or other disposition in substantially the same proportion as
their ownership, immediately prior to such sale or other disposition,
of AMCON's then outstanding voting securities.

     (b)  Notwithstanding Section 2(a), a Change in Control shall be
deemed not to occur solely because there is a transfer of beneficial
ownership (as defined in Rule 13d-3 under the Exchange Act), directly
or indirectly, of securities of AMCON from (i) any one or more of
William F. Wright, Aristide Investments, L.P., a California limited
partnership, Allen D. Petersen, Draupnir, LLC, a Delaware limited
liability company, any member of the family of William F. Wright or
any member of the family of Allen D. Petersen, to (ii) any one or more
of the Persons listed in clause (i) of this subsection (b).

     (c)  You agree that, subject to the terms and conditions of this
Agreement, in the event of a Change in Control of AMCON, you will
remain in the employ of AMCON for a period of six (6) months from and
after the occurrence of such Change in Control of AMCON; provided,
however, that if during such six-month period (A) your employment is
involuntarily terminated by AMCON other than for Cause or (B) you
terminate your employment during such six-month period for Good
Reason, you shall not be required to remain in AMCON's employ.  The
foregoing shall in no event limit or otherwise affect your rights
under any other provision of this Agreement.

3.  TERMINATION FOLLOWING A CHANGE OF CONTROL.  If any of the events
described in Section 2(a) hereof constituting a Change in Control of
AMCON shall have occurred, you shall be entitled to the benefits
provided in Section 4(d) hereof upon the termination of your
employment upon or following the Change in Control and during the term
of this Agreement unless such termination is (i) because of your death
or Disability, (ii) by AMCON for Cause, (iii) by you other than for
Good Reason or (iv) on or after the date that you attain age
sixty-five (65).

     (a)  Disability.  If, as a result of your incapacity due to
physical or mental illness which in the opinion of a licensed
physician renders you incapable of performing your assigned duties
with AMCON, you shall have been absent from the full-time performance
of your duties with AMCON for six (6) consecutive months, and within
thirty (30) days after written Notice of Termination is given you
shall not have returned to the full-time performance of your duties,
AMCON may terminate your employment for "Disability."

     (b)  Cause.  Termination by AMCON of your employment for "Cause"
shall mean termination upon (i) the willful and continued failure by
you to substantially perform your duties with AMCON (other than any
such failure resulting from termination by you for Good Reason or any
such failure resulting from your incapacity due to physical or mental
illness), after a demand for substantial performance is delivered to
you that specifically identifies the manner in which AMCON believes
that you have not substantially performed your duties, and you have
failed to resume substantial performance of your duties on a
continuous basis within fourteen (14) days of receiving such demand,
(ii) the willful engaging by you in conduct which is demonstrably and
materially injurious to AMCON, monetarily or otherwise or (iii) your
conviction of a felony or conviction of a misdemeanor which impairs
your ability substantially to perform your duties with AMCON.  For
purposes of this Subsection, no act, or failure to act, on your part
shall be deemed "willful" unless done, or omitted to be done, by you
not in good faith and without reasonable belief that your action or
omission was in the best interest of AMCON.

     (c)  Good Reason.  You shall be entitled to terminate your
employment for Good Reason.  For purposes of this Agreement, "Good
Reason" shall mean, without your express written consent, the
occurrence after a Change in Control of AMCON (each an "Applicable
Event") of any one or more of the following:

  (i)    the assignment to you of duties inconsistent with your
position immediately prior to the Applicable Event or a reduction or
adverse alteration in the nature of your position, duties, status or
responsibilities from those in effect immediately prior to the
Applicable Event;

  (ii)   a reduction by AMCON in your annualized and monthly or
semi-monthly rate of base salary ("Base Salary") as in effect on the
date hereof or as the same shall be increased from time to time;

  (iii)  AMCON's requiring you to be based at a location in excess of
fifty (50) miles from the location where you are based immediately
prior to the Applicable Event;

  (iv)   the failure by AMCON to continue, on no less favorable terms
to you as the same are in effect immediately prior to the Applicable
Event, all of AMCON's employee benefit, incentive compensation, bonus,
stock option and stock award plans, programs, policies, practices or
arrangements in which you participate (or substantially equivalent
successor plans, programs, policies, practices or arrangements) or the
failure by AMCON to continue your participation therein on
substantially the same (or more favorable to you) basis, both in terms
of the amount of benefits provided and the level of your participation
relative to other participants, as existed immediately prior to the
Applicable Event;

  (v)    the failure of AMCON to obtain an agreement from any
successor to AMCON to assume and agree to perform this Agreement, as
contemplated in Section 6 hereof; and

  (vi)   any purported termination by AMCON of your employment that is
not effected pursuant to a Notice of Termination satisfying the
requirements of subparagraph (d) below, and for purposes of this
Agreement, no such purported termination shall be effective.

  Your right to terminate your employment pursuant to this Subsection
shall not be affected by your incapacity due to physical or mental
illness.  Your continued employment shall not constitute consent to,
or a waiver of rights with respect to, any circumstance constituting
Good Reason hereunder.  Your determination of the existence of Good
Reason shall be final and conclusive unless such determination is not
made in good faith and is made without reasonable belief in the
existence of Good Reason.

     (d)  Notice of Termination.  Any termination by AMCON for Cause
or for Disability or by you for Good Reason shall be communicated by
Notice of Termination to the other party hereto.  For purposes of this
Agreement, a "Notice of Termination" shall mean a written notice which
shall indicate the specific termination provision in this Agreement
relied upon and shall set forth in reasonable detail the facts and
circumstances claimed to provide a basis for termination of your
employment under the provision so indicated.  The failure by you to
set forth in the Notice of Termination any fact or circumstance which
contributes to a showing of Good Reason shall not waive any of your
rights hereunder or preclude you from asserting such fact or
circumstance in enforcing your rights hereunder.

     (e)  Date of Termination.  "Date of Termination" shall mean the
date specified in the Notice of Termination, when such a notice is
required, or in any other case upon ceasing to perform services to
AMCON.

4.  COMPENSATION UPON TERMINATION OR DURING DISABILITY.  After an
Applicable Event has occurred, if, during the term of this Agreement,
your employment is terminated or you are in a period of Disability the
following shall be applicable:

     (a)  During any period prior to your Date of Termination that you
fail to perform your full-time duties with AMCON as a result of
Disability, your total compensation, including your Base Salary, bonus
and any benefits, will continue unaffected until either you return to
the full-time performance of your duties or your employment is
terminated pursuant to Section 3(a) hereof.

     (b)  If your employment shall be terminated by AMCON for Cause or
by you other than for Good Reason, AMCON shall pay you your full Base
Salary, payable in accordance with AMCON's standard payroll practices,
through the Date of Termination at the rate in effect at the time
Notice of Termination is given or on the Date of Termination if no
Notice of Termination is required hereunder plus all other amounts to
which you are entitled under any compensation or benefit plan of AMCON
at the time such payments are due in accordance with the applicable
plan, and AMCON shall have no further obligations to you under this
Agreement.

     (c)  If your employment terminates by reason of your death, your
benefits shall be determined in accordance with AMCON's retirement,
survivor's benefits, insurance and other applicable programs and plans
then in effect.

     (d)  If your employment by AMCON is either terminated by AMCON
(other than for Cause or Disability) or terminated by you for Good
Reason, in either case upon or following a Change in Control, you
shall be entitled to the following benefits.

  (i)  Accrued Compensation and Benefits.  The Corporation shall
provide you:

     (A)  the compensation and benefits accrued through the Date of
Termination to the extent not theretofore provided;

     (B)  a lump sum cash amount equal to the value of your unused
vacation days accrued through the Date of Termination; and

     (C)  your normal post-termination compensation and benefits under
AMCON's retirement, insurance and other compensation and benefit plans
as in effect immediately prior to the Date of Termination, or if more
favorable to you, immediately prior to the Applicable Event.

The amounts set forth in (A) and (B) above shall be payable on your
next regular payroll date following the Date of Termination.  The
amounts set forth in (C) above shall be payable in accordance with the
terms of the applicable plan, program or arrangement.

  (ii)   Lump Sum Severance Payment.  The Corporation shall provide to
you a severance payment in the form of a cash lump sum distribution
equal to your Current Annual Compensation (as defined below)
multiplied times two (2); provided, however, that if you attain age 65
within three years of the Date of Termination, your benefit will be
limited to a pro rata portion of such benefit based on a fraction
equal to the number of full and partial months existing between the
Date of Termination and your sixty-fifth (65th) birthday divided by 36
months.

For purposes of this paragraph, the term "Current Annual Compensation"
shall mean the sum of:

     (A)  your Base Salary in effect immediately preceding the Date of
Termination; and

     (B)  the average of the actual bonus awarded to you, if any,
under any annual bonus plan of AMCON or its predecessor for the three
years immediately preceding the Date of Termination.


The severance payment shall be payable upon the first day following
the six (6) month anniversary of the Date of Termination.

  (iii)  Continuation of Welfare Benefits.  Subject to the benefits
offset described below, AMCON will arrange to make available to you
life and health insurance benefits during the Welfare Continuation
Period (as defined below) that are substantially similar to those
which you were receiving under an AMCON-sponsored welfare benefit plan
immediately prior to the Date of Termination or, if more favorable to
you, immediately prior to the Applicable Event.  These benefits will
be provided at a cost to you that is no greater than the amount paid
for such benefits by active employees who participate in such
Corporation-sponsored welfare benefit plan or, if less, the amount
paid for such benefits by you immediately prior to the Applicable
Event.  The Welfare Continuation Period extends from the Date of
Termination for a period of 24 months, or, if earlier, until your 65th
birthday.

The benefits otherwise receivable by you pursuant to this paragraph
(iii) shall be reduced to the extent comparable benefits are actually
received by you during the Welfare Continuation Period.  For purposes
of complying with the terms of this offset, you are obligated to
report to AMCON the amount of any such benefits actually received.

     (e)  To the extent that the payment of any salary or benefits
under this Agreement would cause any part thereof to be subject to
additional taxes and interest under Section 409A of the Code, then the
payment of such salary or benefits, as the case may be, shall be (a)
deferred to the earliest date upon which such benefits can be paid
without being subject to such additional taxes and interest, or (b) if
such payment is not capable of being deferred consistent with Section
409A of the Code, modified in amount, structure, timing and/or form of
payment so that the maximum portion of such salary or benefits can be
paid, as the case may be, without being subject to additional taxes
and interest under Section 409A of the Code.

5.  SUCCESSORS; BINDING AGREEMENT.

     (a)  AMCON will request any successor (whether direct or
indirect, by purchase, merger, consolidation or otherwise) to all or
substantially all of the business and/or assets of AMCON or of any
division or subsidiary thereof employing you to expressly assume and
agree to perform this Agreement in the same manner and to the same
extent that AMCON would be required to perform it if no such
succession had taken place.  Failure of AMCON to obtain such
assumption and agreement prior to the effectiveness of any such
succession shall be a breach of this Agreement and shall entitle you
to compensation from AMCON in the same amount and on the same terms as
you would be entitled hereunder if you terminate your employment for
Good Reason following an Applicable Event, except that for purposes of
implementing the foregoing, the date on which any such succession
becomes effective shall be deemed the Date of Termination.


     (b)  This Agreement shall inure to the benefit of and be
enforceable by your personal or legal representatives, executors,
administrators, successors, heirs or assigns.  If you should die while
any amount would still be payable to you hereunder if you had
continued to live, all such amounts, unless otherwise provided herein,
shall be paid in accordance with the terms of this Agreement to your
heirs, successors, assigns, or other designee or, if there is no such
designee, to your estate.

6.  NOTICE.  For the purpose of this Agreement, notices and all other
communications provided for in the Agreement shall be in writing and
shall be deemed to have been duly given when delivered or mailed by
United States registered mail, return receipt requested, postage
prepaid, addressed to the respective addresses set forth on the first
page of this Agreement.

7.  MISCELLANEOUS.

     (a)  No provision of this Agreement may be modified, waived or
discharged unless such waiver, modification or discharge is agreed to
in writing and signed by you and such officer as may be specifically
designated by the Board.  The validity, interpretation, construction
and performance of this Agreement shall be governed by the laws of the
State of Delaware.

     (b)  The Corporation's obligation to pay benefits under this
Agreement shall be merely an unfunded and unsecured promise of AMCON
to pay money in the future.  You, your beneficiaries, and your heirs,
successors and assigns, shall have no secured interest or right, title
or claim in any property or assets of AMCON.

8.  VALIDITY.  The invalidity or unenforceability of any provision of
this Agreement shall not affect the validity or enforceability of any
other provision of this Agreement, which shall remain in full force
and effect.

9.  COUNTERPARTS.  This Agreement may be executed in several
counterparts, each of which shall be deemed to be an original but all
of which together will constitute one and the same instrument.

10.  CLAIMS AND ARBITRATION.  Any dispute or controversy arising under
or in connection with this Agreement shall be settled exclusively by
arbitration in accordance with the rules of the American Arbitration
Association then in effect.  Any such arbitration shall be held in
Omaha, Nebraska.  Judgment may be entered on the arbitrator's award in
any court having jurisdiction; provided, however, that you shall be
entitled to seek specific performance of your right to be paid until
the Date of Termination during the pendency of any dispute or
controversy arising under or in connection with this Agreement.

11.  ENTIRE AGREEMENT.  This Agreement supersedes any other agreement
or understanding between the parties hereto with respect to the issues
that are the subject matter of this Agreement.

12.  AMENDMENT.  This Agreement may not be amended or modified
otherwise than by a written agreement executed by the parties hereto
or their respective successors and legal representatives, except that
AMCON may amend this Agreement from time to time without your consent
to the extent deemed necessary or appropriate, in its sole discretion,
to effect compliance with section 409A of the Code, including
regulations and interpretations thereunder, which amendments may
result in a reduction of benefits provided hereunder and/or other
unfavorable changes to you.  You hereby irrevocably consent to such
amendments.  This Agreement shall be interpreted and administered in
accordance with section 409A of the Code and the regulations and
interpretations that may be promulgated thereunder.

13.  EFFECTIVE DATE.  This Agreement shall become effective as of the
date first set forth above.

If this letter sets forth our agreement on the subject matter hereof,
kindly sign and return to AMCON the enclosed copy of this letter which
will then constitute our agreement on this subject.

Sincerely,

AMCON DISTRIBUTING COMPANY

By: /s/ William F. Wright
Title:  Chairman



Agreed to this 29th day of December, 2006



By: /s/ Christopher H. Atayan