Exhibit 2.1

SECOND AMENDED AND RESTATED
AGREEMENT AND PLAN OF MERGER
dated as of
February 1, 2001
among
AMCON DISTRIBUTING COMPANY
AMCON MERGER SUB, INC.
and
HAWAIIAN NATURAL WATER COMPANY, INC.

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SECOND AMENDED AND RESTATED  AGREEMENT AND PLAN OF MERGER

SECOND AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER, dated as of February 1, 2001 (the "Agreement"), by and among AMCON Distributing Company, a
Delaware corporation ("AMCON"), AMCON Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of AMCON ("Merger Sub"), and Hawaiian Natural Water Company, Inc., a Hawaii
corporation ("HNWC").

RECITALS:

WHEREAS, the Boards of Directors of AMCON and HNWC deem it advisable and in the best interests of each corporation and its respective stockholders that AMCON
and HNWC engage in a business combination which shall be effected by the terms of this Agreement through the merger as outlined below;

WHEREAS,
the respective Boards of Directors of HNWC, Merger Sub and AMCON have each (i) determined that the merger of HNWC with and into Merger Sub (the "Merger") is fair to,
and in the best interests of, their respective companies and stockholders, (ii) have approved and declared the advisability of this Agreement and (ii) have approved the Merger, and
(iii) in the case of HNWC, has recommended the approval and adoption of this Agreement, this Merger and the transactions contemplated hereby by its stockholders;

WHEREAS,
for Federal income tax purposes, it is intended that the Merger shall qualify as a reorganization within the meaning of Section 368(a) of the Internal Revenue Code of
1986, as amended (a "368 Reorganization"), and the regulations promulgated thereunder;

WHEREAS,
simultaneously with the execution and delivery of this Agreement, AMCON has entered into an agreement (the "Stockholders Agreement" in the form attached as Exhibit A
hereto) with certain stockholders of HNWC pursuant to which such HNWC stockholders have agreed to vote the shares of HNWC Common Stock owned by them in favor of the Merger under certain circumstances,
which agreement is accompanied by irrevocable proxies to vote such shares in accordance therewith.

NOW,
THEREFORE, in consideration of the premises, which are incorporated into and made part of this Agreement, and of the mutual representations, warranties, covenants, agreements and
conditions set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:

ARTICLE I    DEFINITIONS

For purposes of this Agreement, the capitalized terms used in this Agreement shall have the meanings specified or referred to in Appendix I hereto which
is incorporated herein by reference.

ARTICLE II    THE MERGER

Section 2.1.Effects of the Merger.



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Section 2.2.Effect of the Merger on HNWC Capital Stock.Subject to the provisions of this
Article II, at the Effective Time, by virtue of the Merger and without any action on the part of the parties hereto or their respective stockholders:



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Section 2.3.Merger Sub Common Stock.Each share of common stock of Merger Sub outstanding and
each share held in treasury immediately prior to the Effective Time shall be converted into and become one share of AMCON Common Stock.

Section 2.4.Fractional Shares.No fraction of a share of AMCON Common Stock shall be issued in
connection with the conversion of HNWC Common Stock in the Merger and the distribution of AMCON Common Stock in respect thereof, but in lieu of such fraction, the Exchange Agent shall make a cash
payment (without interest and subject to the payment of any applicable withholding Taxes) equal to the same fraction of the market value of a full share of AMCON Common Stock, computed on the basis of
the mean of the high and low sales prices of AMCON Common Stock as reported on the American Stock Exchange ("AMEX") on the first full day on which AMCON Common Stock is traded on the AMEX after the
Effective Time (all such fractions of share of AMCON Common Stock are referred to herein as "Fractional Shares").

Section 2.5.Stock Options, Warrants and Other Stock Related Rights.



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Section 2.6.Appraisal Rights.Notwithstanding Section 2.2, shares of HNWC Common Stock
or HNWC Convertible Preferred Stock outstanding immediately prior to the Effective Time and held by a holder other than AMCON or Merger Sub who has not voted in favor of the Merger or consented
thereto in writing and who has demanded appraisal for such shares of HNWC Common Stock or HNWC Convertible Preferred Stock, as the case may be, in accordance with the Hawaii Law shall not be converted
into the Merger Consideration, as the case may be, unless such holder fails to perfect or withdraws or otherwise loses his right to appraisal. If after the Effective Time such holder fails to perfect
or withdraws or loses his right to appraisal, such shares of HNWC Common Stock or HNWC Convertible Preferred Stock shall be treated as if they had been converted as of the Effective Time into the
Merger Consideration. HNWC shall give the Surviving Corporation and AMCON prompt notice of any demands received by HNWC for appraisal of shares of HNWC Common Stock or HNWC Convertible Preferred
Stock, as the case may be, and the Surviving Corporation and AMCON shall have the right to participate in all negotiations and proceedings with respect to such demands. HNWC shall not, except with the
prior written consent of the Surviving Corporation and AMCON, make any payment with respect to, or settle or offer to settle, any such demands.

Section 2.7.Affiliates.Notwithstanding anything to the contrary herein, to the fullest extent
permitted by law, no certificates representing shares of AMCON Common Stock or AMCON Series B Convertible Preferred Stock or cash shall be delivered to a Person who may be deemed an "affiliate"
of HNWC in accordance with Section 7.8 hereof for purposes of Rule 145 under the Securities Act, until such Person has executed and delivered a HNWC Affiliate Agreement (as defined in
Section 7.8) pursuant to Section 7.8.

Section 2.8.Exchange Fund.Prior to the Effective Time, AMCON shall appoint a commercial bank
or trust company reasonably acceptable to HNWC having net capital of not less than $50,000,000, or a subsidiary thereof, to act as exchange agent hereunder for the purpose of exchanging Certificates
representing the Merger Consideration (the "Exchange Agent"). At or prior to the Effective Time, AMCON shall deposit with the Exchange Agent, in trust for the benefit of holders of Certificates which
immediately prior to the Effective Time represented outstanding shares of HNWC Common Stock or HNWC Convertible Preferred Stock whose shares will be converted into shares of AMCON Common Stock or
shares of AMCON Series B Convertible Preferred Stock, as the case may be, at the Effective Time, certificates representing the AMCON Common Stock issued pursuant to Section 2.2 upon
conversion of outstanding shares of HNWC Common Stock and certificates representing the AMCON Series B Convertible Preferred Stock issued pursuant to Section 2.2 upon conversion of
outstanding shares of HNWC Convertible Preferred Stock. AMCON agrees to make available to the Exchange Agent from time to time as needed, cash sufficient to pay cash in lieu of fractional shares
pursuant to Section 2.4 and any dividends and other distributions pursuant to Section 2.10. Any cash and certificates representing AMCON Common Stock deposited with the Exchange Agent
shall hereinafter be referred to as the "Exchange Fund."

Section 2.9.Exchange Procedures.As soon as reasonably practicable after the Effective Time,
AMCON shall cause the Exchange Agent to mail to each holder of a Certificate (i) a letter of transmittal which shall specify that delivery shall be effected, and risk of loss and title to the
Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent, and which letter shall be in customary form and have such other provisions as AMCON may reasonably specify and
(ii) instructions for effecting the surrender of such Certificates in exchange for the certificates representing the applicable Merger Consideration. Upon surrender of a Certificate to the
Exchange Agent together with such letter of transmittal, duly executed and completed in accordance with the instructions thereto, and such other documents as may reasonably be required by the Exchange
Agent,

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the holder of such Certificate shall be entitled to receive in exchange therefor (i) in the case of holders of Common Certificates (A) certificates representing one or more shares of
AMCON Common Stock representing, in the aggregate, the whole number of shares into which such holder's shares of HNWC Common Stock have been converted pursuant to Section 2.2 (after taking into
account all shares of HNWC Common Stock then held by such holder), and (B) a check in the amount equal to the cash that such holder has the right to receive in lieu of any fractional shares of
AMCON Common Stock pursuant to Section 2.4 and dividends and other distributions pursuant to Section 2.10 and (ii) in the case of holders of Preferred Certificates
(A) certificates representing one or more shares of AMCON Series B Convertible Preferred Stock representing, in the aggregate, the number of shares into which such
holder's shares of HNWC Convertible Preferred Stock have been converted pursuant to Section 2.2 and (B) a check in the amount equal to any dividends and other distributions pursuant to
Section 2.10. No interest will be paid or will accrue on any cash payable pursuant to Section 2.4 or Section 2.10. In the event of a transfer of ownership of HNWC Common Stock or
HNWC Convertible Preferred Stock, as the case may be, which is not registered in the transfer records of HNWC, certificates representing one or more shares of AMCON Common Stock or AMCON
Series B Convertible Preferred Stock, as the case may be, representing, in the aggregate, the proper number of shares of AMCON Common Stock or AMCON Series B Convertible Preferred Stock,
as the case may be, a check in the proper amount of cash in lieu of any fractional shares of AMCON Common Stock pursuant to Section 2.4 and any dividends or other distributions to which such
holder is entitled pursuant to Section 2.10, may be issued with respect to such HNWC Common Stock or AMCON Series B Convertible Preferred Stock, as the case may be, to such a transferee
if the Certificate which formerly represented such shares is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and to evidence that any
applicable stock transfer taxes have been paid.

Section 2.10.Distributions with Respect to Unexchanged Certificates.No dividends or other
distributions declared or made with respect to shares of AMCON Common Stock or AMCON Series B Convertible Preferred Stock, as the case may be, with a record date after the Effective Time shall
be paid to the holder of any unsurrendered Certificate with respect to the certificate representing shares of AMCON Common Stock or AMCON Series B Convertible Preferred Stock, as the case may
be, that such holder would be entitled to receive upon surrender of such Certificate and no cash payment in lieu of fractional shares of AMCON Common Stock shall be paid to any such holder pursuant to
Section 2.4 until such holder shall surrender such Certificate in accordance with Section 2.9. Subject to the effect of applicable laws, following surrender of any such Certificate,
there shall be paid to such holder of shares of AMCON Common Stock or AMCON Series B Convertible Preferred Stock, as the case may be, issuable in exchange therefor, without interest,
(a) promptly after the time of such surrender, the amount of any cash payable in lieu of fractional shares of AMCON Common Stock to which such holder is entitled pursuant to Section 2.4
and the amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such whole shares of AMCON Common Stock or AMCON Series B
Convertible Preferred Stock, as the case may be, and (b) at the appropriate payment date, the amount of dividends or other distributions with a record date after the Effective Time but prior to
such surrender and a payment date subsequent to such surrender payable with respect to such shares of AMCON Common Stock or AMCON Series B Convertible Preferred Stock, as the case may be.

Section 2.11.No Further Ownership Rights in HNWC Common Stock and HNWC Convertible Preferred
Stock.All shares of AMCON Common Stock and cash paid upon conversion of shares of HNWC Common Stock in accordance with the terms of Article II
(including any cash paid pursuant to Section 2.4 or Section 2.10), and all shares of AMCON Series B Convertible Preferred Stock (including any cash paid pursuant to
Section 2.10), shall be deemed to have been issued or paid in full satisfaction of all rights pertaining to the shares of HNWC Common Stock and HNWC Convertible Preferred Stock, respectively.

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Section 2.12.Termination of Exchange Fund.Any portion of the Exchange Fund which remains
undistributed to the holders of Certificates for six months after the Effective Time shall be delivered to AMCON or otherwise on the instruction of AMCON, and any holders of the Certificates who have
not theretofore complied with this Article II shall thereafter look only to AMCON for the certificates representing the applicable Merger Consideration with respect to the shares of HNWC Common
Stock or HNWC Convertible Preferred Stock formerly represented thereby to which such holders are entitled pursuant to Section 2.2, any cash in lieu of fractional shares of AMCON Common Stock to
which such holders are entitled pursuant to Section 2.4 and any dividends or distributions with respect to shares of AMCON Common Stock or AMCON Series B Convertible Preferred Stock to
which such holders are entitled pursuant to Section 2.10. Any such portion of the Exchange Fund remaining unclaimed by holders of Certificates which, prior to the Effective Time, represented
shares of HNWC Common Stock or HNWC Convertible Preferred Stock five years after the Effective Time (or such earlier date immediately prior to such time as such amounts would otherwise escheat to or
become property of any Governmental Entity) shall, to the extent permitted by law, become the property of AMCON free and clear of any claims or interest of any Person previously entitled thereto.

Section 2.13.No Liability.None of AMCON, the Surviving Corporation or the Exchange Agent shall
be liable to any Person in respect of any Merger Consideration from the Exchange Fund delivered to a public official pursuant to any applicable abandoned property, escheat or similar law.

Section 2.14.Investment of the Exchange Fund.The Exchange Agent shall invest any cash included
in the Exchange Fund as directed by AMCON on a daily basis. Any interest and other income resulting from such investments shall promptly be paid to AMCON.

Section 2.15.Lost Certificates.If any Certificate shall have been lost, stolen or destroyed,
upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed and, if required by AMCON, the posting by such Person of a bond in such reasonable
amount as AMCON may direct as indemnity against any claim that may be made against it with respect to such Certificate, the Exchange Agent will deliver in exchange for such lost, stolen or destroyed
Certificate a certificate representing the applicable Merger Consideration with respect to the shares of HNWC Common Stock or HNWC Convertible Preferred Stock any cash in lieu of fractional shares of
AMCON Common Stock, and unpaid dividends and distributions on shares of AMCON Common Stock or AMCON Series B Convertible Preferred Stock, as the case may be, issued in respect thereof, pursuant
to this Agreement.

Section 2.16.Withholding Rights.Each of the Surviving Corporation and AMCON shall be entitled
to deduct and withhold from the consideration otherwise payable pursuant to this Agreement to any holder of Certificates which, prior to the Effective Time, represented shares of HNWC Common Stock or
HNWC Convertible Preferred Stock such amounts as it is required to deduct and withhold with respect to the making of such payment under the Code and the rules and regulations promulgated thereunder,
or any provision of state, local or foreign tax law. To the extent that amounts are so withheld by the Surviving Corporation or AMCON, as the case may be, such withheld amounts shall be treated for
all purposes of this Agreement as having been paid to the holder of the shares of HNWC Common Stock or HNWC Convertible Preferred Stock in respect of which such deduction and withholding was made by
the Surviving Corporation or AMCON, as the case may be.

Section 2.17.Further Assurances.At and after the Effective Time, the officers and directors of
the Surviving Corporation will be authorized to execute and deliver, in the name and on behalf of HNWC or Merger Sub, any deeds, bills of sale, assignments or assurances and to take and do, in the
name and on behalf of HNWC or Merger Sub, any other actions and things to vest, perfect or confirm of record or otherwise in the Surviving Corporation any and all right, title and interest in, to and
under any of the rights, properties or assets acquired or to be acquired by the Surviving Corporation as a result of, or in connection with, the Merger.

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Section 2.18.Stock Transfer Books.The stock transfer books of HNWC shall be closed immediately
upon the Effective Time and there shall be no further registration of transfers of shares of HNWC Common Stock or HNWC Convertible Preferred Stock thereafter on the records of HNWC. On or after the
Effective Time, any Certificates presented to the Exchange Agent or AMCON for any reason shall be exchanged for certificates representing the applicable Merger Consideration with respect to the shares
of HNWC Common Stock or HNWC Convertible Preferred Stock formerly represented thereby, any cash in lieu of fractional shares of AMCON Common Stock to which the holders thereof are entitled pursuant to
Section 2.4 and any dividends or other distributions to which the holders thereof are entitled pursuant to Section 2.10.

ARTICLE III    REPRESENTATIONS AND WARRANTIES OF AMCON

Except as disclosed in (i) the AMCON Disclosure Schedule dated the date hereof (each section or subsection of which Disclosure Schedule qualifies the
correspondingly numbered representation, warranty or covenant to the extent specified therein) or (ii) the AMCON SEC Documents filed prior to the date hereof, AMCON represents and warrants to
HNWC that, as of the date hereof (except for representations and warranties that address matters only as of a specific date, in which case such representations are true and correct on and as of such
specific date):

Section 3.1.Corporate Existence and Power.AMCON is a corporation duly incorporated, validly
existing and in good standing under the laws of the State of Delaware, and has all corporate powers required to carry on its business as now conducted. AMCON is duly qualified to do business as a
foreign corporation and is in good standing in each jurisdiction where the character of the property owned or leased by it or the nature of its activities makes such qualification necessary, except
where the failure to be so qualified, individually or in the aggregate, would not be reasonably likely to have an AMCON Material Adverse Effect. AMCON has heretofore made available to HNWC true and
complete copies of AMCON's certificate of incorporation and bylaws as currently in effect.

Section 3.2.Corporate Authorization.The execution, delivery and performance by AMCON of this
Agreement and the consummation by AMCON of the transactions contemplated hereby are within AMCON's corporate powers and, as of the date hereof, have been duly authorized by all necessary corporate
action. Assuming that this Agreement constitutes the valid and binding obligation of HNWC, this Agreement constitutes, as of the date hereof, a valid and binding agreement of AMCON, enforceable in
accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and similar laws, now or hereafter in effect, relating to or affecting
creditors' rights and remedies generally and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

Section 3.3.Governmental Authorization.The execution, delivery and performance by AMCON of
this Agreement and the consummation by AMCON of the transactions contemplated hereby require no action by or in respect of, or filing with, any Governmental Entity other than (a) the filing of
(i) Articles of Merger in accordance with the Hawaii Law, (ii) a Certificate of Merger in accordance with the Delaware Law, and (iii) appropriate documents with the relevant
authorities of other states or jurisdictions in which AMCON or any AMCON Subsidiary is qualified to do business; (b) compliance with any applicable requirements of the Securities Act and the
Exchange Act; (c) such as may be required under any applicable state securities or blue sky laws; and (d) such other consents, approvals, actions, orders, authorizations, registrations,
declarations and filings that, if not obtained or made, would not, individually or in the aggregate, (x) be reasonably likely to have an AMCON Material Adverse Effect or (assuming for this
purpose that the Effective Time had occurred) a Surviving Corporation Material Adverse Effect, or (y) prevent or materially impair the ability of AMCON to consummate the transactions
contemplated by this Agreement.

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Section 3.4.Non-Contravention.The execution, delivery and performance by AMCON of
this Agreement and the consummation by AMCON of the transactions contemplated hereby do not and will not (a) contravene or conflict with AMCON's certificate of incorporation or bylaws,
(b) assuming compliance with the matters referred to in Section 3.3, contravene or conflict with or constitute a violation of any provision of any law, regulation, judgment, injunction,
order or decree binding upon or applicable to AMCON or any AMCON Subsidiary, (c) constitute a default under or give rise to a right of termination, cancellation or acceleration of any right or
obligation of AMCON or any AMCON Subsidiary or to a loss of any benefit or status to which AMCON or any AMCON Subsidiary is entitled under any provision of any agreement, contract or other instrument
binding upon AMCON or any AMCON Subsidiary or any license, franchise, permit or other similar authorization held by AMCON or any AMCON Subsidiary, or (d) result in the creation or imposition of
any Lien on any asset of AMCON or any AMCON Subsidiary other than, in the case of each of (b), (c) and (d), any such items that would not, individually or in the aggregate (x) be
reasonably likely to have an AMCON Material Adverse Effect or (y) prevent or materially impair the ability of AMCON to consummate the transactions contemplated by this Agreement.

Section 3.5.Capitalization.



Section 3.6.Subsidiaries.



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Section 3.7.AMCON SEC Documents.



Section 3.8.Financial Statements; No Material Undisclosed Liabilities.



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Section 3.9.Information to be Supplied.



Section 3.10.Absence of Certain Changes.Since September 30, 2000, except as otherwise
expressly contemplated by this Agreement, AMCON and the AMCON Subsidiaries have conducted their business in the ordinary course consistent with past practice and there has not been (a) any
damage, destruction or other casualty loss (whether or not covered by insurance) affecting the business or assets of AMCON or any AMCON Subsidiary that, individually or in the aggregate, has had or
would be reasonably likely to have an AMCON Material Adverse Effect, (b) any action, event, occurrence, development or state of circumstances or facts that, individually or in the aggregate,
has had or would be reasonably likely to have an AMCON Material Adverse Effect or (c) any incurrence, assumption or guarantee by AMCON of any material indebtedness for borrowed money other than
in the ordinary course and in amounts and on terms consistent with past practices.

Section 3.11.Litigation.Section 3.11 of the AMCON Disclosure Schedule contains a list
and description of each action, suit, investigation, arbitration or proceeding pending against, or to the Knowledge of AMCON threatened against, AMCON or any AMCON Subsidiary or any of their
respective assets or properties before any arbitrator or Governmental Entity. None of such actions, suits, investigations, arbitrations or proceedings, individually or in the aggregate, would be
reasonably

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likely to have, an AMCON Material Adverse Effect. There are no outstanding judgments, decrees, injunctions, awards or orders against AMCON that would be reasonably likely to have, individually or in
the aggregate, an AMCON Material Adverse Effect.

Section 3.12.Taxes.



Section 3.13.Employee Benefits.



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Section 3.14.Compliance with Laws; Licenses, Permits and Registrations.



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Section 3.15.Title to Properties.



Section 3.16.Intellectual Property.



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Section 3.17.Environmental Matters.



Section 3.18.Finders' Fees; Opinions of Financial Advisor.There is no investment banker,
broker, finder or other intermediary that has been retained by, or is authorized to act on behalf of, AMCON or any AMCON Subsidiary who might be entitled to any fee or commission from HNWC or any of
its Affiliates upon consummation of the transactions contemplated by this Agreement.

Section 3.19.Board Approval; Required Vote.



Section 3.20.Tax Treatment.Neither AMCON nor any of its Affiliates has taken or agreed to
take, or will take, any action or is aware of any fact or circumstance that would prevent or impede the Merger from qualifying as a 368 Reorganization.

Section 3.21.Certain Agreements.None of AMCON, any AMCON Subsidiary or any of their respective
Affiliates (i) are parties to or otherwise bound by any agreement or arrangement that limits

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or otherwise restricts AMCON, any AMCON Subsidiary, the Surviving Corporation or any of their respective Affiliates from engaging or competing in any line of business or in any locations, which
agreement or arrangement is material to the business of AMCON and the AMCON Subsidiaries or would be material to the business of the Surviving Corporation (assuming the Merger has taken place), in
either case taken as a whole and (ii) except in the ordinary course of business, have amended, modified or terminated any material contract, agreement or arrangement of AMCON or any AMCON
Subsidiary or otherwise waived, released or assigned any material rights, claims or benefits of AMCON or any AMCON Subsidiary thereunder.

Section 3.22.Employment Agreements.There exists (i) no union, guild or collective
bargaining agreement to which AMCON or any AMCON Subsidiary is a party, (ii) no employment, consulting or severance agreement between AMCON or any Subsidiary of AMCON and any Person (except for
consulting agreements that individually, and in the aggregate, are not material to AMCON), and (iii) no employment, consulting, severance or indemnification agreement or other agreement or plan
to which
AMCON or any AMCON Subsidiary is a party that would be altered or result in any bonus, golden parachute, severance or other payment or obligation to any Person, or result in any acceleration of the
time of payment or in the provision or vesting of any benefits, as a result of the execution or performance of this Agreement or as a result of the Merger or the other transactions contemplated
hereby.

Section 3.23.Transactions With Directors, Officers and Affiliates.Except for any of the
following matters which would not be required to be disclosed pursuant to Item 402 or Item 404 of Regulation S-K of the U.S. Securities and Exchange Commission (the "Commission"),
since September 30, 2000, there have been no transactions between AMCON or any of its Subsidiaries and any director, officer, employee, stockholder or Affiliate of AMCON or any of its
Subsidiaries, including, without limitation, loans, guarantees or pledges to, by or for AMCON or any of AMCON's Subsidiaries from, to, by or for any of such Persons. Since September 30, 2000,
none of the officers or directors of AMCON or any of its Subsidiaries, and no spouse or relative of any of such Persons, has been a director or officer of, or has had any material direct or indirect
interest in, any Person which during such period has been a supplier, customer or sales agent of AMCON or any of its Subsidiaries or has competed with or been engaged in any business of the kind being
conducted by AMCON or any of its Subsidiaries.

Section 3.24.Material Contracts.Schedule 3.24 delivered to HNWC by AMCON prior to the
execution of this Agreement lists all material contracts and agreements to which, as of the date hereof, AMCON or any AMCON Subsidiary is a party or by which AMCON or any AMCON Subsidiary is bound or
under which AMCON or any AMCON Subsidiary has or may acquire any rights, which were not filed prior to the date hereof as exhibits to AMCON SEC Documents, which involve or relate to
(i) obligations of AMCON or any AMCON Subsidiary for borrowed money or other indebtedness where the amount of such obligations exceeds $6,000,000 individually, (ii) the lease by AMCON or
any AMCON Subsidiary, as lessee or lessor, of real property for rent of more than $6,000,000 per annum, (iii) the purchase or sale of goods (other than raw material to be purchased by AMCON on
terms that are customary and consistent with the past practice of AMCON and in amounts and at prices substantially consistent with past practices of AMCON) or services with an aggregate minimum
purchase price of more than $6,000,000 per annum, (iv) rights to manufacture and/or distribute any product which accounted for more than $45,000,000 of the consolidated revenues of AMCON and
its Subsidiaries during the fiscal year ended September 30, 2000 or under which AMCON or any AMCON Subsidiary received or paid license or other fees in excess of $1,000,000 during any year,
(v) the purchase or sale of assets or properties not in the ordinary course of business having a purchase price in excess of $6,000,000, (vi) the right (whether or not currently
exercisable) to use, license (including any "in-license" or "outlicense"), sublicense or otherwise exploit any intellectual property right or other proprietary asset of AMCON or of any of
Subsidiary of AMCON or any other Person which, is

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material to AMCON; (vii) any material collaboration or joint venture or similar arrangement; (viii) the restriction on the right or ability of AMCON or any Subsidiary of AMCON
(A) to compete with any other Person, (B) to acquire any product or other asset or any services from any other Person, (C) to solicit, hire or retain any Person as an employee,
consultant or independent contractor, (D) to develop, sell, supply, distribute, offer, support or service any product or any technology or other asset to or for any other Person, (E) to
perform services for any other Person, or (F) to transact business or deal in any other manner with any other Person; (ix) any currency hedging; or (x) individual capital
expenditures or
commitments in excess of $6,000,000. All such contracts and agreements are duly and validly executed by AMCON or such AMCON Subsidiary, and are in full force and effect in all material respects.
Neither AMCON nor any of its Subsidiaries has violated or breached, or committed any default under, any contract or agreement, and, to the knowledge of AMCON, no other Person has violated or breached,
or committed any default under, any contract or agreement, which violation, breach or default (alone or in combination with other violations, breaches or defaults under such contract or agreement or
under other contracts or agreements) has had or may reasonably be expected to have an AMCON Material Adverse Effect. No event has occurred which, after notice or the passage of time or both, would
constitute a default by AMCON or any Subsidiary of AMCON under any contract or agreement or give any Person the right to (A) declare a default or exercise any remedy under any contract or
agreement, (B) receive or require a rebate, chargeback, penalty or change in delivery schedule under any contract or agreement, (C) accelerate the maturity or performance of any contract
or agreement, or (D) cancel, terminate or modify any contract or agreement, in each case which, together with all other events of the types referred to in clauses (A), (B), (C) and
(D) of this sentence has had or may reasonably be expected to have an AMCON Material Adverse Effect. All such contracts and agreements will continue, after the Effective Time, to be binding in
all material respects in accordance with their respective terms until their respective expiration dates.

Section 3.25.Insurance.AMCON has made available to HNWC a summary of all material insurance
policies and all material self insurance programs and arrangements relating to the business, assets and operations of AMCON and its Subsidiaries. Each of such insurance policies is in full force and
effect. Since September 30, 2000, neither AMCON nor any of its Subsidiaries has received any notice or other communication regarding any actual or possible (i) cancellation or
invalidation of any material insurance policy, (ii) refusal of any coverage or rejection of any material claim under any insurance policy, or (iii) material adjustment in the amount of
the premiums payable with respect to any insurance policy. There is no pending workers' compensation or other claim under or based upon any insurance policy of AMCON or any of its Subsidiaries other
than claims incurred in the ordinary course of business.

ARTICLE IV    REPRESENTATIONS AND WARRANTIES OF HNWC

Except as disclosed in the (i) HNWC Disclosure Schedule delivered to AMCON dated the date hereof (each section or subsection of which Disclosure
Schedule qualifies the correspondingly numbered representation, warranty or covenant to the extent specified therein), or (ii) the HNWC SEC Documents filed prior to the date hereof, HNWC
represents and warrants to AMCON that, as of the date hereof (except for representations and warranties that address matters only as of a specific date, in which case such representations are true and
correct on and as of such specific date):

Section 4.1.Corporate Existence and Power.HNWC is a corporation duly incorporated, validly
existing and in good standing under the laws of the State of Hawaii, and has all corporate powers required to carry on its business as now conducted. HNWC is duly qualified to do business as a foreign
corporation and is in good standing in each jurisdiction where the character of the property owned or leased by it or the nature of its activities makes such qualification necessary, except where the
failure to be so qualified, individually or in the aggregate, would not be reasonably likely to have a HNWC

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Material Adverse Effect. HNWC has heretofore made available to AMCON true and complete copies of HNWC's articles of incorporation and bylaws as currently in effect.

Section 4.2.Corporate Authorization.The execution, delivery and performance by HNWC of this
Agreement and the consummation by HNWC of the transactions contemplated hereby are within HNWC's corporate powers and, except for the HNWC Stockholder Approval (as defined herein), have been duly
authorized by all necessary corporate action. Assuming that this Agreement constitutes the valid and binding obligation of AMCON, this Agreement constitutes a valid and binding agreement of HNWC,
enforceable in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and similar laws, now or hereafter in effect, relating to
or affecting creditors' rights and remedies generally and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

Section 4.3.Governmental Authorization.The execution, delivery and performance by HNWC of this
Agreement and the consummation by HNWC of the transactions contemplated hereby require no action by or in respect of, or filing with, any Governmental Entity other than (a) the filing of
(i) the Articles of Merger in accordance with the Hawaii Law, (ii) the Certificate of Merger in accordance with the Delaware Law, and (iii) appropriate documents with the relevant
authorities of other states or jurisdictions in which HNWC or any HNWC Subsidiary is qualified to do business; (b) compliance with any applicable requirements of the Securities Act and the
Exchange Act; (c) such as may be required under any applicable state securities or blue sky laws; and (d) such other consents, approvals, actions, orders, authorizations, registrations,
declarations and filings that, if not obtained or made, would not, individually or in the aggregate, (x) be reasonably likely to have a HNWC Material Adverse Effect or (assuming for this
purpose that the Effective Time had occurred) a Surviving Corporation Material Adverse Effect, or (y) prevent or materially impair the ability of HNWC to consummate the transactions
contemplated by this Agreement.

Section 4.4.Non-Contravention.The execution, delivery and performance by HNWC of
this Agreement and the consummation by HNWC of the transactions contemplated hereby do not and will not (a) contravene or conflict with HNWC's articles of incorporation or bylaws,
(b) assuming compliance with the matters referred to in Section 4.3, contravene or conflict with or constitute a violation of any provision of any law, regulation, judgment, injunction,
order or decree binding upon or applicable to HNWC, (c) constitute a default under or give rise to a right of termination, cancellation or acceleration of any right or obligation of HNWC or any
HNWC Subsidiary or to a loss of any benefit or status to which HNWC is entitled under any provision of any agreement, contract or other instrument binding upon HNWC or any HNWC Subsidiary or any
license, franchise, permit or other similar authorization held by HNWC, or (d) result in the creation or imposition of any Lien on any asset of HNWC other than, in the case of each of (b),
(c) and (d), any such items that would not, individually or in the aggregate (x) be reasonably likely to have a HNWC Material Adverse Effect or (y) prevent or materially impair
the ability of HNWC to consummate the transactions contemplated by this Agreement.

Section 4.5.Capitalization.



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Section 4.6.Subsidiaries.HNWC does not have any subsidiaries and does not own or control,
directly or indirectly, any stock or equity interest in any corporation or other Person.

Section 4.7.HNWC SEC Documents.



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Section 4.8.Financial Statements; No Material Undisclosed Liabilities.



Section 4.9.Information to be Supplied.



Section 4.10.Absence of Certain Changes.Since December 31, 1999, except as otherwise
expressly contemplated by this Agreement, HNWC has conducted its business in the ordinary course consistent with past practice and there has not been (a) any damage, destruction or other
casualty loss (whether or not covered by insurance) affecting the business or assets of HNWC that, individually or in the aggregate, has had or would be reasonably likely to have a HNWC Material
Adverse Effect, (b) any action, event, occurrence, development or state of circumstances or facts that, individually or in the aggregate, has had or would be reasonably likely to have a HNWC
Material Adverse Effect or (c) any

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incurrence, assumption or guarantee by HNWC of any material indebtedness for borrowed money other than in the ordinary course and in amounts and on terms consistent with past practices.

Section 4.11.Litigation.Section 4.11 of the HNWC Disclosure Schedule contains a list of
each action, suit, investigation, arbitration or proceeding pending against, or to the Knowledge of HNWC threatened against, HNWC or any of its respective assets or properties before any arbitrator or
Governmental Entity. None of such actions, suits, investigations, arbitrations or proceedings, individually or in the aggregate, would be reasonably likely to have a HNWC Material Adverse Effect.
There are no outstanding judgments, decrees, injunctions, awards or orders against HNWC that would be reasonably likely to have, individually or in the aggregate, a HNWC Material Adverse Effect.

Section 4.12.Taxes.



Section 4.13.Employee Benefits.



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Section 4.14.Compliance with Laws; Licenses, Permits and Registrations.



Section 4.15.Title to Properties.



Section 4.16.Intellectual Property.



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Section 4.17.Environmental Matters.With such exceptions as, individually or in the aggregate,
would not be reasonably likely to have a HNWC Material Adverse Effect, (i) no written notice, notification, demand, request for information, citation, summons, complaint or order has been
received by, and no investigation, action, claim, suit, proceeding or review is pending or threatened by any Person against, HNWC with respect to any applicable Environmental Law and (ii) HNWC
is and has been in compliance with all applicable Environmental Laws.

Section 4.18.Finders' Fees.There is no investment banker, broker, finder or other intermediary
that has been retained by, or is authorized to act on behalf of, HNWC or who might be entitled to any fee or commission from AMCON or any of its Affiliates upon consummation of the transactions
contemplated by this Agreement.

Section 4.19.Required Vote and Waiver; Board Approval.



Section 4.20.State Takeover Statutes.HNWC has taken all actions required to be taken by it in
order to exempt this Agreement and the transactions contemplated hereby from the provisions of all "control share acquisition," "business combination," "fair price" or other anti-takeover
laws or regulations enacted under state or federal laws in the United States that might apply to this Agreement or any of the transactions contemplated hereby.

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Section 4.21.Tax Treatment.Neither HNWC nor any of its Affiliates has taken or agreed to take,
or will take, any action or is aware of any fact or circumstance that would prevent or impede the Merger from qualifying as a 368 Reorganization.

Section 4.22.Certain Agreements.Neither HNWC nor any of its Affiliates (i) are parties
to or otherwise bound by any agreement or arrangement that limits or otherwise restricts HNWC, the Surviving Corporation or any of their respective Affiliates from engaging or competing in any line of
business or in any locations, which agreement or arrangement is material to the business of HNWC or would be material to the business of the Surviving Corporation (assuming the Merger has taken
place), in either case taken as a whole and (ii) except in the ordinary course of business, have amended, modified or terminated any material contract, agreement or arrangement of HNWC or any
HNWC Subsidiary or otherwise waived, released or assigned any material rights, claims or benefits of HNWC or any HNWC Subsidiary thereunder.

Section 4.23.Employment Agreements.There exists (i) no union, guild or collective
bargaining agreement to which HNWC is a party, (ii) no employment, consulting or severance agreement between HNWC and any Person (except for consulting agreements that individually, and in the
aggregate, are not material
to HNWC), and (iii) no employment, consulting, severance or indemnification agreement or other agreement or plan to which HNWC is a party that would be altered or result in any bonus, golden
parachute, severance or other payment or obligation to any Person, or result in any acceleration of the time of payment or in the provision or vesting of any benefits, as a result of the execution or
performance of this Agreement or as a result of the Merger or the other transactions contemplated hereby.

Section 4.24.Transactions With Directors, Officers and Affiliates.Except for any of the
following matters which would not be required to be disclosed pursuant to Item 402 or Item 404 of Regulation S-K of the Commission (assuming HNWC was subject to such Items), since
December 31, 1999, there have been no transactions between HNWC or any of its Subsidiaries and any director, officer, employee, stockholder or "Affiliate" (as identified pursuant to
Section 7.8 hereof) of HNWC, including, without limitation, loans, guarantees or pledges to, by or for HNWC, from, to, by or for any of such Persons. Except for any of the following matters
which would not be required to be disclosed pursuant to Item 402 or Item 404 of Regulation S-K of the Commission (assuming that HNWC was subject to such Items), since
December 31, 1999, none of the officers or directors of HNWC, and no spouse or relative of any of such Persons, has been a director or officer of, or has had any material direct or indirect
interest in, any Person which during such period has been a supplier, customer or sales agent of HNWC or has competed with or been engaged in any business of the kind being conducted by HNWC.

Section 4.25.Material
Contracts.Schedule4.25delivered to AMCON by HNWC prior
to the execution of this Agreement lists all material contracts and agreements to which, as of the date hereof, HNWC is a party or by which is bound or under which HNWC has or may acquire any rights,
which involve or relate to (i) obligations of HNWC for borrowed money or other indebtedness where the amount of such obligations exceeds $50,000 individually, (ii) the lease by HNWC, as
lessee or lessor, of real property for rent of more than $25,000 per annum, (iii) the purchase or sale of goods (other than raw material to be purchased by HNWC on terms that are customary and
consistent with the past practice of HNWC and in amounts and at prices substantially consistent with past practices of HNWC) or services with an aggregate minimum purchase price of more than $25,000
per annum, (iv) rights to manufacture and/or distribute any product which accounted for more than $25,000 of the consolidated revenues of HNWC during the fiscal year ended December 31,
1999 or under which HNWC received or paid license or other fees in excess of $25,000 during any year, (v) the purchase or sale of assets or properties not in the ordinary course of business
having a purchase price in excess of $25,000, (vi) the right (whether or not currently exercisable) to use, license (including any "in-license" or "outlicense"), sublicense or
otherwise exploit any intellectual property right or other proprietary asset of HNWC or

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any other Person which, when considered together with all such other rights, is material to HNWC; (vii) any material collaboration or joint venture or similar arrangement; (viii) the
restriction on the right or ability of HNWC (A) to compete with any other Person, (B) to acquire any product or other asset or any services from any other Person, (C) to solicit,
hire or retain any Person as an employee, consultant or independent contractor, (D) to develop, sell, supply, distribute, offer, support or service any product or any technology or other asset
to or for any other Person, (E) to perform services for any other Person, or (F) to transact business or deal in any other manner with any other Person; (ix) any currency hedging;
(x) individual capital expenditures or commitments in excess of $25,000; or (xi) any license, lease or other right to use any water used by HNWC in its bottling operations. All such
contracts and
agreements are duly and validly executed by HNWC and are in full force and effect in all material respects. HNWC has not violated or breached, or committed any default under, any contract or
agreement, and, to the knowledge of HNWC, no other Person has violated or breached, or committed any default under, any contract or agreement, which violation, breach or default (alone or in
combination with other violations, breaches or defaults under such contract or agreement or under other contracts or agreements) has had or may reasonably be expected to have a HNWC Material Adverse
Effect. No event has occurred which, after notice or the passage of time or both, would constitute a default by HNWC under any contract or agreement or give any Person the right to (A) declare
a default or exercise any remedy under any contract or agreement, (B) receive or require a rebate, chargeback, penalty or change in delivery schedule under any contract or agreement,
(C) accelerate the maturity or performance of any contract or agreement, or (D) cancel, terminate or modify any contract or agreement, in each case which, together with all other events
of the types referred to in clauses (A), (B), (C) and (D) of this sentence has had or may reasonably be expected to have a HNWC Material Adverse Effect. All such contracts and agreements
will continue, after the Effective Time, to be binding in all material respects in accordance with their respective terms until their respective expiration dates.

Section 4.26.Certain Business Practices.Neither HNWC nor to the knowledge of HNWC any
director, officer, agent or employee of HNWC has (i) used any funds for unlawful contributions, gifts, entertainment or other unlawful expenses relating to political activity, (ii) made
any unlawful payment to foreign or domestic government officials or employees or to foreign or domestic political parties or campaigns or violated any provision of the Foreign Corrupt Practices Act of
1977, as amended, (assuming for purposes of this Section 4.26 that HNWC is subject to Section 30A of the Exchange Act) or (iii) made any other unlawful payment.

Section 4.27.Insurance.HNWC has made available to AMCON a summary of all material insurance
policies and all material self insurance programs and arrangements relating to the business, assets and operations of HNWC. Each of such insurance policies is in full force and effect. Since
December 31, 1999, HNWC has not received any notice or other communication regarding any actual or possible (i) cancellation or invalidation of any material insurance policy,
(ii) refusal of any coverage or rejection of any material claim under any insurance policy, or (iii) material adjustment in the amount of the premiums payable with respect to any
insurance policy. There is no pending workers' compensation or other claim under or based upon any insurance policy of HNWC other than claims incurred in the ordinary course of business.

Section 4.28.No Actions Inconsistent with Article VI.HNWC has not taken any of the
actions contemplated by Article VI of this Agreement during the period from and including September 29, 2000 through and including the date of this Agreement, except for the issuance of
the Convertible Notes and the Cash Shares.

Section 4.29.Use of Proceeds of Convertible Notes.None of the proceeds of the Convertible
Notes have been or will be used for any purposes other than (a) providing working capital and other general corporate purposes of HNWC, and (b) to redeem the HNWC Series A
Convertible Preferred

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Stock or Series B Convertible Preferred Stock or both, in each case, outstanding as of September 29, 2000.

ARTICLE V    REPRESENTATIONS AND WARRANTIES OF MERGER SUB

Merger Sub represents and warrants to HNWC as follows:

Section 5.1.Organization.Merger Sub is a corporation duly incorporated, validly existing and
in good standing under the laws of Delaware. Merger Sub is a direct wholly-owned subsidiary of AMCON.

Section 5.2.Corporate Authorization.Merger Sub has all requisite corporate power and authority
to enter into this agreement and to consummate the transaction contemplated by this Agreement. The execution, delivery and performance by each of Merger Sub of this Agreement and the consummation of
the transactions contemplated by this Agreement have been duly authorized by all necessary corporate action on the part of Merger Sub. This Agreement has been duly executed and delivered by Merger Sub
and constitutes a valid and binding agreement of Merger Sub, enforceable against it in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency,
reorganization, moratorium and other similar laws relating to or affecting creditors generally or by general equity principles.

Section 5.3.Non-Contravention.The execution, delivery and performance by Merger
Sub of this Agreement and the consummation by Merger Sub of the transactions contemplated by this Agreement do not and will not contravene or conflict with its certificate of incorporation or bylaws.

Section 5.4.No Business Activities.Merger Sub has not conducted any activities other than in
connection with the organization of Merger Sub, the negotiation and execution of this Agreement and the consummation of the transactions contemplated by this Agreement. Merger Sub has no subsidiaries.

Section 5.5.Taxes.Merger Sub has not taken or agreed to take, will not take, and is not aware
of any fact or circumstance that would prevent or impede the Merger from qualifying as 368 Reorganizations.

ARTICLE VI    COVENANTS OF HNWC

HNWC agrees as follows:

Section 6.1.HNWC Interim Operations.Except as set forth in the HNWC Disclosure Schedule or as
otherwise expressly contemplated or permitted hereby, or as required by any Governmental Entity of competent jurisdiction, without the prior consent of AMCON (which consent shall not be unreasonably
withheld or delayed), from the date hereof until the Effective Time, HNWC shall conduct its business in all material respects in the ordinary course consistent with past practice and shall use
commercially reasonable efforts to (i) preserve intact its present business organization, (ii) maintain in effect all material foreign, federal, state and local licenses, approvals and
authorizations, including, without limitation, all material licenses and permits that are required for HNWC to carry on its business and (iii) preserve existing relationships with its material
customers, lenders, suppliers and others having material business relationships with it. Without limiting the generality of the foregoing, except as otherwise expressly contemplated or permitted by
this Agreement, or as required by a Governmental Entity of competent jurisdiction, from the date hereof until the Effective Time, without

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the prior consent of AMCON (which consent shall not be unreasonably withheld or delayed), HNWC shall not:



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Section 6.2.Acquisition Proposals; Board Recommendation.HNWC agrees that it shall not, nor
shall it authorize or knowingly permit any officer, director, employee, investment banker, attorney, accountant, agent or other advisor or representative of HNWC, directly or indirectly, to
(i) solicit, initiate or knowingly facilitate or encourage the submission of any Acquisition Proposal for HNWC, (ii) participate
in any discussions or negotiations regarding, or furnish to any Person any information with respect to, or take any other action knowingly to facilitate any inquiries or the making of any proposal
that constitutes an Acquisition Proposal for HNWC, (iii) grant any waiver or release under any standstill or similar agreement with respect to any class of HNWC equity securities or
(iv) enter into any agreement with respect to any Acquisition Proposal for HNWC. Notwithstanding anything in this Agreement to the contrary, HNWC or its Board of Directors shall be permitted to
(A) to the extent applicable, comply with Rule 14d-9 and Rule 14e-2 promulgated under the Exchange Act with regard to an Acquisition Proposal for HNWC.

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ARTICLE VII    COVENANTS OF HNWC AND AMCON

The parties hereto agree that:

Section 7.1.Reasonable Best Efforts.Subject to the terms and conditions hereof, each party
will use reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations to
consummate the transactions contemplated by this Agreement as promptly as practicable.

Section 7.2.Certain Filings; Cooperation in Receipt of Consents; Listing.As promptly as
reasonably practicable after the date hereof, HNWC and AMCON shall prepare and AMCON shall file with the SEC the Registration Statement, in which a Proxy Statement/Prospectus will be included as
AMCON's prospectus. Each of HNWC and AMCON shall use all reasonable efforts to have the Registration Statement declared effective under the Securities Act as promptly as reasonably practicable after
such filing and to keep the Registration Statement effective as long as is necessary to consummate the Merger and the transactions contemplated thereby. HNWC shall mail the Proxy Statement/Prospectus
to its stockholders as promptly as reasonably practicable after the Registration Statement is declared effective under the Securities Act and, if necessary, after the Proxy Statement/Prospectus shall
have been so mailed, promptly circulate amended, supplemental or supplemented proxy material, and, if required in connection therewith, resolicit proxies. AMCON and HNWC shall take any action (other
than qualifying to do business in any jurisdiction in which it is not now so qualified or to file a general consent to service of process) required to be taken under any applicable state
securities or blue sky laws in connection with the issuance of shares of Surviving Corporation Common Stock in the Merger.



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Section 7.3.Headquarters.The parties intend that, by the end of one year after the AMCON
Effective Time, the Surviving Corporation shall maintain its principal corporate offices and headquarters in Omaha, Nebraska.

Section 7.4.Public Announcements.AMCON and HNWC shall use reasonable best efforts to develop a
joint communications plan and each party shall use reasonable best efforts (i) to ensure that all press releases and other public statements with respect to the transactions contemplated hereby
shall be consistent with such joint communications plan, and (ii) unless otherwise required by applicable law or by obligations pursuant to any rules of the American Stock Exchange, to consult
with each other before issuing any press release or, to the extent practical, otherwise making any public statement with respect to this Agreement or the transactions contemplated hereby.

Section 7.5.Access to Information; Notification of Certain Matters.



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Section 7.6.Further Assurances.At and after the Effective Time, the officers and directors of
the Surviving Corporation will be authorized to execute and deliver, in the name and on behalf of AMCON, HNWC or Merger Sub, any deeds, bills of sale, assignments or assurances and to take and do, in
the name and on behalf of AMCON, HNWC or Merger Sub, any other actions and things to vest, perfect or confirm of record or otherwise in the Surviving Corporation any and all right, title and interest
in, to and under any of the rights, properties or assets of HNWC, AMCON or Merger Sub acquired or to be acquired by the Surviving Corporation as a result of, or in connection with the Merger.

Section 7.7.Tax Treatment.



Section 7.8.Affiliates.Not less than 45 days prior to the Effective Time, HNWC shall
deliver to AMCON a letter identifying all persons who, in the reasonable judgment of HNWC, may be deemed at the time this Agreement is submitted for adoption by the stockholders of HNWC, "affiliates"
of HNWC for purposes of Rule 145 under the Securities Act, and such list shall be updated as necessary to reflect changes from the date hereof. HNWC shall use reasonable best efforts to cause
each Person identified on such list to deliver to AMCON not less than 30 days prior to the Effective Time, a written agreement substantially in the form attached as Exhibit I hereto (a
"HNWC Affiliate Agreement").

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Section 7.9.Confidentiality.



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Section 7.10.Benefit Matters.AMCON and HNWC will work together to design benefit plans to be
adopted by the Surviving Corporation for the benefit of its employees as soon as practicable following the Merger. Until such adoption, the Surviving Corporation shall cause all AMCON Employee Plans
and all HNWC Employee Plans to be maintained in full force and effect.

Section 7.11.Exemption From Liability Under Section 16(b).



ARTICLE VIII    CONDITIONS TO THE MERGER

Section 8.1.Conditions to the Obligations of Each Party.The respective obligations of HNWC,
AMCON and Merger Sub to consummate the Merger are subject to the satisfaction or waiver on or prior to the Closing Date of the following conditions:



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Section 8.2.Conditions to the Obligations of AMCON and Merger Sub.The obligations of AMCON and
Merger Sub to consummate the Merger are subject to the satisfaction, or waiver by AMCON and Merger Sub, on or prior to the Closing Date, of the following further conditions:



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Section 8.3.Conditions to the Obligations of HNWC.The obligations of HNWC to consummate the
Merger are subject to the satisfaction, or waiver by HNWC, on or prior to the Closing Date, of the following further conditions:



ARTICLE IX    TERMINATION

Section 9.1.Termination.This Agreement may be terminated at any time prior to the Effective
Time by written notice by the terminating party to the other party (except if such termination is pursuant to Section 9.1(a)), notwithstanding approval thereof by the stockholders of HNWC:



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Section 9.2.Effect of Termination.If this Agreement is terminated pursuant to
Section 9.1, this Agreement shall forthwith become void and there shall be no liability or obligation on the part of AMCON or HNWC or their respective officers or directors (i) except
with respect to the provisions of Sections 7.9, 9.2, 10.1, 10.4, 10.5, 10.10 and 10.11 of this Agreement which provisions shall remain in full force and effect and survive any termination of this
Agreement, and (ii) except that, notwithstanding anything to the contrary contained in this Agreement, neither AMCON nor HNWC shall be relieved or released from any liabilities or damages
arising out of its willful material breach of this Agreement.

Section 9.3.Fees and Expenses.All fees and expenses incurred in connection herewith and the
transactions contemplated hereby shall be paid by the party incurring such expenses, whether or not the Merger is consummated. As used in this Agreement, "Expenses" includes all
out-of-pocket expenses (including, without limitation, all fees and expenses of counsel, accountants, investment bankers, experts and consultants to a party hereto and its
affiliates) incurred by a party or on its behalf in connection with or related to the authorization, preparation, negotiation, execution and performance of this Agreement and the transactions
contemplated hereby, including the preparation, printing, filing and

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mailing of the Proxy Statement/Prospectus and the solicitation of stockholder approvals and all other matters related to the transactions contemplated hereby.

ARTICLE X    MISCELLANEOUS

Section 10.1.Notices.All notices and other communications hereunder shall be in writing and
shall be deemed duly given (a) on the date of delivery if delivered personally, or by telecopy or telefacsimile,
upon confirmation of receipt, in each case, if on a Business Day, and otherwise on the next Business Day, (b) on the first service, or (c) on the fifth Business Day following the date of
mailing if delivered by registered or certified mail, return receipt requested, postage prepaid. All notices hereunder shall be delivered as set forth below, or pursuant to such other instructions as
may be designated in writing by the party to receive such notice:



Section 10.2.Survival of Representations, Warranties and Covenants After the Effective
Time.The representations, warranties, covenants and other agreements contained herein and in any certificate or other instrument delivered pursuant hereto,
including any rights arising out of any breach of such representations, warranties, covenants and other agreements, shall not survive the Effective Time.

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Section 10.3.Amendments; No Waivers.



Section 10.4.Assignment.Neither this Agreement nor any of the rights, interests or obligations
hereunder shall be assigned by any of the parties hereto, in whole or in part (whether by operation of law or otherwise), without the prior written consent of the other party, and any attempt to make
any such assignment without such consent shall be null and void. Subject to the preceding sentence, this Agreement will be binding upon, inure to the benefit of and be enforceable by the parties and
their respective successors and assigns.

Section 10.5.Governing Law.This Agreement shall be construed in accordance with and governed
by the internal laws of the State of Delaware without regard to any principles of Hawaii conflicts or choice of law.

Section 10.6.Counterparts; Effectiveness.This Agreement may be executed in one or more
counterparts, all of which shall be considered one and the same agreement and shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other
party (including by facsimile transmission), it being understood that both parties need not sign the same counterpart. This Agreement shall become effective when each party hereto shall have received
counterparts hereof signed by all of the other parties hereto.

Section 10.7.No Third Party Beneficiaries.This Agreement shall be binding upon and inure
solely to the benefit of each party hereto, and nothing in this Agreement, express or implied, is intended to or shall confer upon any other Person any right, benefit or remedy of any nature
whatsoever under or by reason of this Agreement.

Section 10.8.Interpretation.When a reference is made in this Agreement to Sections, Exhibits
or Schedules, such reference shall be to a Section of or Exhibit or Schedule to this Agreement unless otherwise indicated. The table of contents and headings contained in this Agreement are for
reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. Whenever the words "include," "includes" or "including" are used in this Agreement, they shall
be deemed to be followed by the words "without limitation."

Section 10.9.Enforcement.The parties agree that irreparable damage would occur in the event
that any of the provisions of this Agreement were not performed in accordance with their specific terms. It is accordingly agreed that the parties shall be entitled to specific performance of the
terms hereof, this being in addition to any other remedy to which they are entitled at law or in equity.

Section 10.10.Entire Agreement.This Agreement (together with the exhibits and schedules
hereto) constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, both oral and written, between the
parties with respect to the subject matter hereof.

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Section 10.11.Severability.If any term, provision, covenant or restriction set forth in this
Agreement is held by a court of competent jurisdiction to be invalid, illegal, void or unenforceable, the remainder of
the terms, provisions, covenants and restrictions set forth in this Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated so long as the economic or
legal substance of the transactions contemplated hereby is not deemed by a party (acting reasonably and in good faith) to be materially adverse to that party. Upon such a determination, the parties
shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in order that the transactions contemplated hereby may be consummated
as originally contemplated to the fullest extent possible.

IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective authorized officers as of the day and year first above written.

| |  | AMCON DISTRIBUTING COMPANY          
| |  | ------------------------------------
| |  | By:                                 
| |  | HAWAIIAN NATURAL WATER COMPANY, INC.
| |  | By:                                 
| |  | AMCON MERGER SUB, INC.              
| |  | By:                                 

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APPENDIX I    DEFINITIONS

"Acquisition Proposal for HNWC" means any offer or proposal for a merger, consolidation, share exchange, business combination, reorganization,
recapitalization, issuance of securities, liquidation, dissolution, tender offer or exchange offer or other similar transaction or series of transactions involving, or any purchase of 10% or more of
the assets, or directly or indirectly acquires beneficial ownership of securities representing, or exchangeable for or convertible into, more than 10% of the outstanding securities of any class of
voting securities of HNWC or in which HNWC issues securities representing 10% of the outstanding securities of any class of voting securities of HNWC, other than the transactions contemplated by this
Agreement.

"Action"
means any action, suit, proceeding or investigation by or before any Governmental Entity or arbitrator.

"Affiliate"
means, with respect to any Person, any other Person, directly or indirectly, controlling, controlled by, or under common control with, such Person. For purposes of this
definition, the term "control" (including the correlative terms "controlling", "controlled by" and "under common control with") means the possession, direct or indirect, of the power to direct or
cause the direction of the management and policies of a Person, whether through the ownership of voting securities, or partnership or other ownership interests, by contract, or otherwise.

"AMCON
Disclosure Schedule" means the schedule delivered to HNWC by AMCON pursuant to Article I hereof containing exceptions to the representations and warranties of AMCON set
forth in such Article III.

"AMCON
SEC Documents" means (i) AMCON's annual report on Form 10-K for its fiscal year ended September 30, 2000 (the "AMCON 10-K"), and
(ii) all other reports, filings, registration statements and other documents filed by it with the SEC since September 30, 2000.

"Articles
of Merger" means the Articles of Merger of HNWC with and into Merger Sub, in substantially the form attached hereto as Exhibit B.

"Average
AMCON Stock Price" means the average of the closing sales price per share of AMCON Common Stock as reported by AMEX on each of the 20 consecutive trading days immediately
preceding the third trading day prior to the Determination Date.

"Business
Day" means any day other than a Saturday, Sunday or one on which banks are authorized by law to close in the City of New York.

"Certificate
of Merger" means the Certificate of Merger of HNWC with and into Merger Sub, in substantially the form attached hereto as Exhibit C.

"Closing"
means the closing of the Merger contemplated in this Agreement.

"Closing
Date" means the date on which the Closing occurs.

"Code"
means the Internal Revenue Code of 1986, as amended.

"Determination
Date" means the date on which the last of the following occurs: (i) the effective date (including the expiration of any applicable waiting period by law) of the
last required consent or order of any Governmental Entity having authority over and approving or exempting the Merger, and (ii) the date on which the stockholders of HNWC have approved the
Merger.

"Exchange
Act" means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

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"Exchange Agent" means the agent to be agreed upon by AMCON and HNWC and engaged by the Surviving Corporation to effect the exchange of the Certificates pursuant to Section 2.9
of this Agreement.

"Governmental
Entity" means any federal, state or local governmental authority, any transgovernmental authority or any court, tribunal, administrative or regulatory agency or
commission or other governmental authority or agency, domestic or foreign.

"HNWC
Common Stock" means the common stock of HNWC, no par value per share.

"HNWC
Disclosure Schedule" means the schedule delivered to AMCON by HNWC pursuant to Article IV hereof containing exceptions to the representations and warranties of HNWC set
forth in such Article V.

"HNWC
SEC Documents" means (i) HNWC annual report on Form 10-KSB for its fiscal year ended December 31, 1999 (the "HNWC 10-KSB"),
(ii) HNWC quarterly report on Form 10-QSB (the "HNWC 10-QSB") for its fiscal quarter ended September 30, 2000, (iii) HNWC proxy or information
statements relating to meetings of, or actions taken without a meeting by, HNWC stockholders held since December 31, 1999, and (iv) all other reports, filings, registration statements
and other documents filed by it with the SEC since December 31, 1999.

"HNWC
Series A Convertible Preferred Stock" means the 1,250 shares of Series A Convertible Preferred Stock of HNWC, par value $1.00 per share, authorized by unanimous
written consent of the HNWC board of directors dated March 1, 1999.

"HNWC
Series B Convertible Preferred Stock" means the 250 shares of Series B Convertible Preferred Stock of HWNC, par value $1.00 per share, authorized by unanimous
consent of the HNWC board of directors dated March 3, 2000.

"HNWC
Series C Convertible Preferred Stock" means the 750,000 shares of Series C Convertible Preferred Stock of HWNC, par value of $1.00 per share, authorized by
unanimous consent of the HWNC board of directors dated as of October  , 2000.

"Knowledge"
means, with respect to the matter in question, if any of (i) in the case of AMCON or Merger Sub, William Wright, Chairman of the Board, Kathleen Evans, President,
and Mike James, Chief Financial Officer, and (ii) in the case of HNWC, [insert names and titles of relevant officers] officers of AMCON or HNWC, as the case may be, has
actual knowledge of such matter.

"Law"
means any federal, state, local, municipal, foreign, international, multinational, or other judicial or administrative order, judgment, decree, constitution, statute, rule,
regulation, treaty, ordinance or principle of common law.

"Lien"
means, with respect to any asset, any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect of such asset.

"Material
Adverse Effect" means a material adverse effect on the financial condition, business, results of operations or prospects of a Person and its Subsidiaries, taken as a whole,
but shall exclude any material adverse effect arising out of any change or development relating to (i) U.S. or global economic or industry conditions, (ii) changes in U.S. or global
financial markets or conditions, and/or (iii) any generally applicable change in Law or GAAP or interpretation of any thereof. "AMCON Material Adverse Effect" means a Material Adverse Effect in
respect of AMCON, "HNWC Material Adverse Effect" means a Material Adverse Effect in respect of HNWC and "Surviving Corporation Material Adverse Effect" means a Material Adverse Effect in respect of
the Surviving Corporation.

"Merger"
has the meaning specified in the Recitals to this Agreement.

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"Person" means an individual, a corporation, a limited liability company, a partnership, an association, a trust or any other entity or organization, including any Governmental
Entity.

"Proxy
Statement/Prospectus" means the proxy statement of HNWC and the prospectus of AMCON included in the Registration Statement of AMCON relating to the HNWC Special Meeting,
together with any amendments or supplements thereto.

"Registration
Statement" means the Registration Statement on Form S-4 registering under the Securities Act the AMCON Common Stock issuable in connection with the
Merger.

"SEC"
means the Securities and Exchange Commission.

"Securities
Act" means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

"Subsidiary"
means, with respect to any Person, any corporation or other entity of which securities or other ownership interests having ordinary voting power to elect a majority of
the board of directors or
other Persons performing similar functions are directly or indirectly owned by such Person. "AMCON Subsidiary" means a Subsidiary of AMCON.

"Surviving
Corporation Common Stock" means the common stock of Merger Sub.

"Tax"
or "Taxes" means any federal, state, county, local or foreign taxes, charges, levies, imposts, duties, other assessments or similar charges of any kind whatsoever, including any
interest, penalties and addition imposed thereon or with respect thereto.

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In addition to the definitions set forth above, each of the following terms is defined in the Section set forth opposite such term:

TERMS

Section368 Reorganization

RecitalsAdverse Change in the HNWC Recommendation

7.2(b)AMCON

PreambleAMCON Employee Plans

3.13(a)AMCON Intellectual Property

3.16(b)AMCON Preferred Stock

3.5AMCON Representation Letter

8.7(b)AMCON Returns

3.12(a)AMCON Securities

4.5(b)AMCON Stock Options

3.5(a)AMCON Warrants

3.5(a)Certificates

2.9Confidential Material

7.9(a)Confidentiality Agreement

5.2(a)Delaware Law

3.1(a)Delivering Company

8.9(a)Effective Time

2.1(b)Environmental Laws

3.17(b)ERISA

3.13(a)ERISA Affiliate

3.13(a)Expenses

10.3Expiration Date

10.1(b)(i)Hawaii Law

2.1(a)HNWC

PreambleHNWC Affiliate Agreement

7.8HNWC Employee Plans

4.13(a)HNWC Financial Statements

4.8(a)HNWC Insider

8.11(c)HNWC Intellectual Property

4.16(b)HNWC Representation Letter

7.7(b)HNWC Returns

4.12(a)HNWC Securities

4.5(b)HNWC Stock Options

4.5(a)HNWC Stockholder Approval

4.19(a)HNWC Stockholders Meeting

4.19(b)HNWC Warrants

4.5(a)Merger

RecitalsMerger Consideration

2.2(a)Multiemployer Plan

3.13(b)Receiving Company

7.9(a)Representatives

7.9(a)Retirement Plan

3.13(b)Section 16 Information

7.11(b)Stockholder Agreements

RecitalsSurviving Corporation

2.1(a)


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APPENDICES

Appendix I
 Definitions

EXHIBITS

|Exhibit A |  |  |  | Stockholders' Agreement                    
|--------- |  | - |  | -------------------------------------------
|Exhibit B |  |  |  | Articles of Merger                         
|Exhibit C |  |  |  | Certificate of Merger                      
|Exhibit D |  |  |  | Certificate of Incorporation of Merger Sub 
|Exhibit E |  |  |  | Bylaws of Merger Sub                       
|Exhibit F |  |  |  | List of Surviving Corporations' Directors  
|Exhibit G |  |  |  | Principal Officers of Surviving Corporation
|Exhibit H |  |  |  | HNWC Representation Letter                 
|Exhibit I |  |  |  | Form of HNWC Affiliate Agreement           
|Exhibit J |  |  |  | Form of Employment Agreement               

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