Exhibit 4.1


                    CERTIFICATE OF DESIGNATIONS, PREFERENCES
              AND RIGHTS OF SERIES C CONVERTIBLE PREFERRED STOCK
                                     OF
                          AMCON DISTRIBUTING COMPANY

     Pursuant to Sections 103(f) and 151 of the General Corporation Law
                            of the State of Delaware

The undersigned, AMCON Distributing Company, a Delaware corporation (the
"Corporation"), does hereby adopt the following Certificate of Designations,
Preferences and Rights of Series C Convertible Preferred Stock:

AMCON Distributing Company, a corporation organized and existing under the
laws of the State of Delaware (the "Corporation"), does hereby certify that,
pursuant to authority conferred upon the Board of Directors of the
Corporation by its Certificate of Incorporation (the "Certificate of
Incorporation") and pursuant to the provisions of Section 151 of the General
Corporation Law of the State of Delaware, the following resolution was duly
approved and adopted by the Board of Directors of the Corporation:

RESOLVED, that pursuant to the authority vested in the Board of Directors of
the Corporation by Article IV of the Certificate of Incorporation, there is
hereby created and authorized out of the authorized but unissued shares of
the capital stock of the Corporation, 80,000 shares of a series of preferred
stock to be designated Series C Convertible Preferred Stock, par value $.01
per share (the "Series C Preferred Stock"), of which the preferences and
relative and other rights, and the qualifications, limitations or
restrictions thereof, shall be (in addition to those set forth in the
Certificate of Incorporation) as follows:

Section 1.  Certain Definitions.  Unless the context otherwise requires, when
used herein the following terms shall have the meanings indicated:

    "Authorization Trigger Date" shall have the meaning set forth in Section
5(m).

    "Change of Control of the Corporation" means any of the following:  (A)
the making of a tender or exchange offer by any person or entity or group of
associated persons or entities (within the meaning of Section 13(d)(3) or
14(d)(2) of the Securities Exchange Act of 1934) (a "Person") (other than the
Corporation or its subsidiaries) for shares of Common Stock pursuant to which
purchases are made of securities representing at least fifty percent (50%) of
the total combined voting power of the then issued and outstanding Voting
Stock of the Corporation; (B) the merger or consolidation of the Corporation
with, or the sale or disposition of all or substantially all of the assets of
the Corporation to, any Person other than (a) a merger or consolidation which
would result in the Voting Stock of the Corporation outstanding immediately
prior thereto continuing to represent (either by remaining outstanding or by
being converted into Voting Stock of the surviving or parent entity) fifty
percent (50%) or more of the total combined voting power of the Voting Stock



of the Corporation or such surviving or parent entity outstanding immediately
after such merger or consolidation; or (b) a merger or consolidation effected
to implement a recapitalization of the Corporation (or similar transaction)
in which no Person is or becomes the beneficial owner, directly or indirectly
(as determined under Rule 13d-3 promulgated under the Securities Exchange Act
of 1934), of securities representing fifty percent (50%) or more of the total
combined voting power of the Voting Stock of the Corporation outstanding
immediately after such merger or consolidation; (C) if, at any time within a
two-year period following the acquisition by any Person of direct or indirect
beneficial ownership (as determined under Rule 13d-3 promulgated under the
Securities Exchange Act of 1934), in the aggregate, of securities of the
Corporation representing forty percent (40%) or more of the total combined
voting power of the then issued and outstanding Voting Stock of the
Corporation, the persons who at the time of such acquisition constitute the
Board of Directors cease for any reason whatsoever to constitute a majority
of the Board of Directors; (D) the acquisition of direct or indirect
beneficial ownership (as determined under Rule 13d-3 promulgated under the
Securities Exchange Act of 1934), in the aggregate, of securities of the
Corporation representing fifty percent (50%) or more of the outstanding
Voting Stock of the Corporation by any person or group of persons acting in
concert; or (E) the approval by the shareholders of the Corporation of any
plan or proposal for the complete liquidation or dissolution of the
Corporation or for the sale of all or substantially all of the assets of the
Corporation.

    "Common Stock" means shares of the common stock, par value $.01 per
share, of the Corporation.

    "Conversion Date" shall have the meaning set forth in Section 5(b).

    "Conversion Price" at any time of determination, shall mean the
conversion price determined pursuant to Section 5(c).

    "Conversion Shares" shall mean shares of Common Stock issuable upon
conversion of the Series C Preferred Stock pursuant to Section 5.

    "Corporate Change" shall have the meaning set forth in Section 5(j).

    "Current Market Price" shall have the meaning set forth in Section 5(i).

    "Delivery Period" shall have the meaning set forth in Section 5(d).

    "Dividend Payment Date" shall have the meaning set forth in Section 2(a).

    "Dividend Period" shall have the meaning set forth in Section 2(a).

    "DTC" means the Depository Trust Company.

    "DTC Transfer" shall have the meaning set forth in Section 5(f).

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    "Final Redemption Date" shall have the meaning set forth in Section 4(d).

    "Issue Date" shall mean the date the shares of Series C Preferred Stock
in question are issued by the Corporation.

    "Junior Stock" means the Common Stock and any other class or series of
securities of the Corporation (i) not entitled to receive any distributions
unless all distributions required to have been paid or declared and set apart
for payment on the Series C Preferred Stock shall have been so paid or
declared and set apart for payment, (ii) not entitled to receive any assets
upon the liquidation, dissolution or winding up of the affairs of the
Corporation until the Series C Preferred Stock shall have received the entire
amount to which such shares are entitled upon such liquidation, dissolution
or winding up, and (iii) not entitled to redemption until the Series C
Preferred Stock shall have been redeemed in full.

    "Liquidation Preference" shall mean $25.00 per share of the Series C
Preferred Stock.

    "Parity Stock" means, (i) shares of Series A Preferred Stock, (ii) shares
of Series B Preferred Stock, (iii) any class or series of securities of the
Corporation entitled to receive payment of dividends on a parity with the
Series C Preferred Stock and (iv) any class or series of securities of the
Corporation entitled to receive assets upon the liquidation, dissolution or
winding up of the affairs of the Corporation on a parity with the Series C
Preferred Stock.

    "Redemption Agent" shall have the meaning set forth in Section 4(c).

    "Redemption Amount" shall have the meaning set forth in Section 6(b).

    "Redemption Announcement" shall have the meaning set forth in Section
6(a).

    "Redemption Date" shall have the meaning set forth in Section 4(b).

    "Redemption Event" shall have the meaning set forth in Section 6(a).

    "Redemption Notice" shall have the meaning set forth in Section 6(a).

    "Redemption Price" shall mean the per share price to be paid upon
redemption of the Series C Preferred Stock, which shall equal (a) for the
period from March 4, 2008 to March 3, 2009, 112% of the Liquidation
Preference, (b) for the period from March 4, 2009 to March 3, 2010, 111% of
the Liquidation Preference, (c) for the period from March 4, 2010 to March 3,
2011, 110% of the Liquidation Preference, (d) for the period from March 4,
2011 to March 3, 2012, 109% of the Liquidation Preference, (e) for the period
from March 4, 2012 to March 3, 2013, 108% of the Liquidation Preference, (f)
for the period from March 4, 2013 to March 3, 2014, 107% of the Liquidation
Preference, (g) for the period from March 4, 2014 to March 3, 2015, 106% of
the Liquidation Preference, (h) for the period from March 4, 2015 to March 3,

                                     3


2016, 105% of the Liquidation Preference, (i) for the period from March 4,
2016 to March 3, 2017, 104% of the Liquidation Preference, (j) for the period
from March 4, 2017 to March 3, 2018, 103% of the Liquidation Preference, (k)
for the period from March 4, 2018 to March 3, 2019, 102% of the Liquidation
Preference, (l) for the period from March 4, 2019 to March 3, 2020, 101% of
the Liquidation Preference, and (m) after March 4, 2020, the Liquidation
Preference, plus in each case accrued and unpaid dividends to and including
the Redemption Date.

    "Reserved Amount" shall have the meaning set forth in Section 5(m).

    "Senior Stock" means any (i) class or series of securities of the
Corporation ranking senior to the Series C Preferred Stock in respect of the
right to receive payment of distributions and (ii) any class or series of
securities of the Corporation ranking senior to the Series C Preferred Stock
in respect of the right to receive assets upon the liquidation, dissolution
or winding up of the affairs of the Corporation.

    "Voluntary Conversion Notice" shall have the meaning set forth in Section
5(a).

    "Voting Stock of the Corporation" means shares of stock of the
Corporation of any class that votes generally in the election of directors.

    "Wright Family" means William Wright (Chairman of the Board and Chief
Executive Officer of the Corporation at the date of this Certificate of
Designation), any lineal ascendant or descendant (including by way of
adoption) of William Wright, any spouse of any of the foregoing persons, any
trust established by any of the foregoing persons and any corporation,
partnership, limited liability company or other entity that is controlled,
directly or indirectly, by one or more of the foregoing persons or trusts.

Section 2. Dividends.

    a.  Subject to the prior preferences and other rights of any Senior
Stock, the holders of the Series C Preferred Stock shall be entitled to
receive, out of funds legally available for that purpose, cash dividends in
an amount equal to 6% per annum of the Liquidation Preference per share
calculated on the basis of a 365-day year.  Such dividends shall be payable
only in cash, shall be cumulative from the Issue Date and shall be payable in
arrears, when, as and if declared by the Board of Directors, on March 31,
June 30, September 30 and December 31 of each year (each such date being
herein referred to as a "Dividend Payment Date"), commencing on March 31,
2006  The period between consecutive Dividend Payment Dates shall hereinafter
be referred to as a "Dividend Period."  For purposes hereof, the rights of
holders of the Series C Preferred Stock to payment of such dividends shall
rank pari passu with any other shares of Parity Stock then outstanding.


                                     4




    b.  Dividends on any shares of Series C Preferred Stock shall accrue
(whether or not declared and whether or not there shall be funds legally
available for the payment of dividends) on and from the Issue Date.  No
interest shall be payable with respect to any dividends that are in arrears.


    c.  Each such dividend shall be paid to the holders of record of the
Series C Preferred Stock as their names appear on the share register of the
Corporation on the corresponding Record Date.  As used above, the term
"Record Date" for any Dividend Period means the date that is fifteen (15)
days prior to the Dividend Payment Date for such Dividend Period, or such
other record date designated by the Board of Directors of the Corporation
with respect to the dividend payable on such respective Dividend Payment
Date.  Dividends on account of arrears for any past Dividend Periods may be
declared and paid, together with any accrued but unpaid dividends thereon to
and including the date of payment, at any time, without reference to any
Dividend Payment Date, to holders of record on such date, not exceeding 50
days preceding the payment date thereof, as may be fixed by the Board of
Directors.

    d.  Whenever dividends payable on shares of Series C Preferred Stock
shall not have been paid in full, in an aggregate amount equal to two full
quarterly dividends on such shares of Series C Preferred Stock then
outstanding, the number of directors then constituting the Board of Directors
of the Corporation shall automatically be increased by one, and the holders
of such shares of Series C Preferred Stock shall have, in addition to the
right to elect one director pursuant to Section 7, the exclusive and special
right, voting separately as a class, to elect the director to fill such newly
created directorship; provided, however, that in no event shall the holders
of such shares of Series C Preferred Stock voting separately as a class as
aforesaid have the right to elect more than one director pursuant to this
Section 2(d).  Whenever such right of the holders of such shares of Series C
Preferred Stock shall have vested, such right may be exercised initially
either at a special meeting of such shareholders, which special meeting shall
be called by the Board of Directors of the Corporation, or at any annual
meeting of shareholders, and thereafter at annual meetings of shareholders.
The right of the holders of such shares of Series C Preferred Stock, voting
separately as a class to elect a member of the Board of Directors of the
Corporation as aforesaid, shall continue until such time as all dividends
accumulated on such shares of Series C Preferred Stock to the Dividend
Payment Date next preceding the date of any such determination have been paid
in full, or declared and set apart in trust for payment, at which time the
special rights of the holders of such shares of Series C Preferred Stock to
vote separately as a class for the election of a director shall terminate
(subject to revesting in the event of each and every subsequent failure to
make dividend payments in an aggregate amount equal to two full quarterly
dividends as above provided), and the number of directors constituting the
Board of Directors shall be automatically reduced.


                                     5



    e.  So long as any shares of the Series C Preferred Stock are
outstanding, the Corporation shall not, directly or indirectly, declare, pay
or set apart for payment any dividends or other distributions on Junior Stock
(other than dividends or distributions paid in shares of, or options,
warrants or rights to subscribe for or purchase shares of, Junior Stock) or
redeem or otherwise acquire any Junior Stock for any consideration (including
any moneys to be paid to or made available for a sinking fund for the
redemption of any shares of any such stock), except by conversion into or
exchange for Junior Stock, unless in each case the full cumulative dividends
on all outstanding shares of the Series C Preferred Stock and any other
Parity Securities have been paid or set apart for payment for all past and
current Dividend Periods with respect to the Series C Preferred Stock and all
past and current dividend periods with respect to such Parity Securities.

Section 3.  Distributions Upon Liquidation, Dissolution or Winding Up.  In
the event of any voluntary or involuntary liquidation, dissolution or other
winding up of the affairs of the Corporation, subject to the prior
preferences and other rights of any Senior Stock, but before any distribution
or payment shall be made to the holders of Junior Stock, the holders of the
Series C Preferred Stock shall be entitled to be paid the Liquidation
Preference of all outstanding shares of the Series C Preferred Stock as of
the date of such liquidation or dissolution or such other winding up, plus
any accrued but unpaid dividends, if any, to such date, and no more.  The
Corporation shall make such payment in cash.  If such payment shall have been
made in full to the holders of the Series C Preferred Stock, and if payment
shall have been made in full to the holders of any Senior Stock and Parity
Stock of all amounts to which such holders shall be entitled, the remaining
assets and funds of the Corporation shall be distributed among the holders of
Junior Stock, according to their respective shares and priorities.  If, upon
any such liquidation, dissolution or other winding up of the affairs of the
Corporation, the net assets of the Corporation distributable among the
holders of all outstanding shares of the Series C Preferred Stock and of any
Parity Stock shall be insufficient to permit the payment in full to such
holders of the preferential amounts to which they are entitled, then the
entire net assets of the Corporation remaining after the distributions to
holders of any Senior Stock of the full amounts to which they may be entitled
shall be distributed among the holders of the Series C Preferred Stock and of
any Parity Stock ratably in proportion to the full amounts to which they
would otherwise be respectively entitled.  Neither the consolidation or
merger of the Corporation into or with another corporation or corporations,
nor the sale of all or substantially all of the assets of the Corporation to
another corporation or corporations shall be deemed a liquidation,
dissolution or winding up of the affairs of the Corporation within the
meaning of this Section 3.

Section 4.  Optional Redemption by the Corporation.

    a. The Series C Preferred Stock shall not be redeemed in whole or in part
on or prior to March 3, 2008, except as provided in Section 6 hereof.  After
March 3, 2008, the Corporation may, at its option, redeem in cash at any

                                     6


time, in whole or in part, the Series C Preferred Stock at the Redemption
Price per share.  If less than all the outstanding shares of Series C
Preferred Stock are to be redeemed pursuant to this Section 4, the shares to
be redeemed shall be determined by lot or in such other manner as the Board
of Directors of the Corporation may prescribe and which it deems appropriate.

    b.  Notice of redemption of the Series C Preferred Stock shall be sent by
or on behalf of the Corporation, by first class mail, postage prepaid, to the
holders of record of the outstanding shares of Series C Preferred Stock at
their respective addresses as they shall appear on the records of the
Corporation, not less than 10 days nor more than 30 days prior to the date
fixed for redemption (the "Redemption Date") (i) notifying such holders of
the election of the Corporation to redeem such shares and of the Redemption
Date, (ii) stating the date on which the shares cease to be convertible
(which date shall be the same date as the Redemption Date) and the Conversion
Price, (iii) the place or places at which the shares called for redemption
shall, upon presentation and surrender of the certificates evidencing such
shares, be redeemed, and the Redemption Price therefor, and (iv) stating the
name and address of any Redemption Agent selected by the Corporation in
accordance with Section 4(c) below, and the name and address of the
Corporation's transfer agent for the Series C Preferred Stock.  The
Corporation may act as the transfer agent for the Series C Preferred Stock.

    c.  The Corporation may act as the redemption agent to redeem the Series
C Preferred Stock.  The Corporation may also appoint as its agent for such
purpose its transfer agent for Common Stock or a bank or trust company in
good standing, organized under the laws of the United States of America or
any jurisdiction thereof, and having capital, surplus and undivided profits
aggregating at least $100,000,000, and may appoint any one or more additional
such agents which shall in each case be a bank or trust company in good
standing organized under the laws of the United States of America or of any
jurisdiction thereof, having an office or offices in The City of New York,
New York, or such other place as shall have been designated by the
Corporation, and having capital, surplus and undivided profits aggregating at
least $100,000,000.  The Corporation, its transfer agent for Common Stock or
such bank or trust company is hereinafter referred to as the "Redemption
Agent."  Following such appointment and prior to any redemption, the
Corporation shall deliver to the Redemption Agent irrevocable written
instructions authorizing the Redemption Agent, on behalf and at the expense
of the Corporation, to cause notice of redemption to be duly mailed as herein
provided as soon as practicable after receipt of such irrevocable
instructions and in accordance with the above provisions.  All funds
necessary for the redemption shall be deposited with the Redemption Agent in
trust at least two business days prior to the Redemption Date, for the pro
rata benefit of the holders of the shares of Series C Preferred Stock so
called for redemption, so as to be and continue to be available therefor.
Neither failure to mail any such notice to one or more such holders nor any
defect in any notice shall affect the sufficiency of the proceedings for
redemption as to other holders.

                                     7



    d.  If notice of redemption shall have been given as provided above, and
the Corporation shall not default in the payment of the Redemption Price,
then each holder of shares called for redemption shall be entitled to all
preferences, relative and other rights accorded by this Certificate of
Designation until and including the Redemption Date.  If the Corporation
shall default in making payment or delivery as aforesaid on the Redemption
Date, then each holder of the shares called for redemption shall be entitled
to all preferences, relative and other rights accorded by this Certificate of
Designation until and including the date (the "Final Redemption Date") when
the Corporation makes payment or delivery as aforesaid to the holders of the
Series C Preferred Stock.  From and after the Redemption Date or, if the
Corporation shall default in making payment or delivery as aforesaid, the
Final Redemption Date, the shares called for redemption shall no longer be
deemed to be outstanding, and all rights of the holders of such shares shall
cease and terminate, except the right of the holders of such shares, upon
surrender of certificates therefor, to receipt of amounts to be paid
hereunder.  The deposit of monies in trust with the Redemption Agent by the
Corporation shall be irrevocable except that the Corporation shall be
entitled to receive from the Redemption Agent the interest or other earnings,
if any, earned on any monies so deposited in trust, and the holders of any
shares redeemed shall have no claim to such interest or other earnings, and
any balance of monies so deposited by the Corporation and unclaimed by the
holders of the Series C Preferred Stock entitled thereto at the expiration of
two years from the Redemption Date or the Final Redemption Date, as
applicable, shall be repaid, together with any interest or other earnings
thereon, to the Corporation, and after any such repayment, the holders of the
shares entitled to the funds so repaid to the Corporation shall look only to
the Corporation for such payment, without interest.

    e.  In the event that the Series C Preferred Stock and any Parity Stock
are each the subject of redemption and the total amount of funds legally
available for redemption is insufficient to redeem both the Series C
Preferred Stock and such Parity Stock, then the Series C Preferred Stock and
the shares of such Parity Stock shall be redeemed ratably based on the
aggregate redemption amount payable with respect to the shares of Series C
Preferred Stock and the shares of the Parity Stock then redeemable.

Section 5.  Conversion Rights.  The Series C Preferred Stock shall be
convertible into Common Stock as follows:

    a.  Conversion at Holder's Option. The holder of any shares of the Series
C Preferred Stock shall have the right at such holder's option, at any time
and from time to time following the Issue Date and without the payment of any
additional consideration, to convert any or all of such shares of the Series
C Preferred Stock into fully paid and nonassessable shares of Common Stock at
the applicable Conversion Price (as provided in Section 5(c) below) in effect
on the Conversion Date (as provided in Section 5(d) below) upon the terms
hereinafter set forth.  The holder of any shares of the Series C Preferred
Stock may exercise the conversion right specified in this Section 5(a) by
surrendering or causing to be surrendered to the Corporation or any transfer

                                     8


agent of the Corporation the certificate or certificates representing the
shares of the Series C Preferred Stock to be converted, accompanied by
written notice (the "Voluntary Conversion Notice") specifying the number of
such shares to be converted.

    b.  Status as Stockholder.  As of the close of business on the date when
delivery of a Voluntary Conversion Notice by a holder of Series C Preferred
Stock is made to the Corporation (the "Conversion Date") (i) the shares
covered thereby shall be deemed converted into shares of Common Stock and
(ii) the holder's rights as a holder of such converted shares of Series C
Preferred Stock shall cease and terminate, excepting only the right to
receive such Common Stock and to any remedies provided herein or otherwise
available at law or in equity to such holder because of a failure by the
Corporation to comply with the terms of this Certificate of Designation.

    c.  Number of Shares.  In the event of a conversion pursuant to Section
5(a) above, each share of the Series C Preferred Stock so converted shall be
converted into such number of shares of Common Stock as is determined by
dividing (x) $25 by (y) the Conversion Price in effect on the Conversion
Date. The initial Conversion Price shall be $13.62 per share of Common Stock.
Such initial Conversion Price shall be subject to adjustment in order to
adjust the number of shares of Common Stock into which the Series C Preferred
Stock is convertible, as hereinafter provided.

    d.  Mechanics of Conversion.  The Corporation shall not be obligated to
issue to any holder certificates representing the shares of Common Stock
issuable upon conversion unless certificates representing the shares of
Series C Preferred Stock, endorsed directly or through stock powers to the
Corporation or in blank and accompanied when appropriate with evidence of the
signatory's authority, are delivered to the Corporation or any transfer agent
of the Corporation.  If the certificate representing shares of Common Stock
issuable upon conversion of shares of the Series C Preferred Stock is to be
issued in a name other than the name on the face of the certificate
representing such shares of the Series C Preferred Stock, such certificate
shall be accompanied by such evidence of the assignment and such evidence of
the signatory's authority with respect thereto as deemed appropriate by the
Corporation or its transfer agent and such certificate shall be endorsed
directly or through stock powers to the Corporation or in blank.  Not less
than five business days after the Conversion Date (the "Delivery Period"),
the Corporation shall issue and deliver to or upon the written order of such
holder a certificate or certificates for the number of full shares of Common
Stock to which such holder is entitled upon such conversion, and a check or
cash with respect to any fractional interest in a share of Common Stock, as
provided in Section 5(e).  The person in whose name the certificate or
certificates for Common Stock are to be issued shall be deemed to have become
a holder of record of such Common Stock on the applicable Conversion Date.
Upon conversion of only a portion of the number of shares covered by a
certificate representing shares of Series C Preferred Stock surrendered for
conversion, the Corporation shall issue and deliver to or upon the written
order of the holder of the certificate so surrendered for conversion, at the

                                     9


expense of the Corporation, a new certificate representing the number of
shares of the Series C Preferred Stock representing the unconverted portion
of the certificate so surrendered.  The Corporation shall pay on any
Conversion Date the accrued and unpaid dividends to and including such date
on all shares of Series C Preferred Stock to be so converted.

    e.  Fractional Shares.  No fractional shares of Common Stock or scrip
shall be issued upon conversion of shares of the Series C Preferred Stock.
If more than one share of the Series C Preferred Stock shall be surrendered
for conversion at any one time by the same holder, the number of full shares
of Common Stock issuable upon conversion thereof shall be computed on the
basis of the aggregate number of shares of the Series C Preferred Stock so
surrendered.  Instead of any fractional shares of Common Stock which would
otherwise be issuable upon conversion of any shares of the Series C Preferred
Stock, the Corporation shall pay a cash adjustment in respect of such
fractional interest in an amount equal to that fractional interest of the
then Current Market Price.

    f.  Delivery of Uncertificated Shares of Common Stock Upon Conversion.
Notwithstanding the provisions of Section 5(d), if the Corporation's transfer
agent is participating in DTC's Fast Automated Securities Transfer program,
the Corporation shall cause its transfer agent to electronically transmit the
Common Stock issuable upon such conversion to the holder or the holder's
designee by crediting the account of the holder or the holder's designee, or
its respective nominee, with DTC through its Deposit Withdrawal Agent
Commission system ("DTC Transfer").  If the aforementioned conditions to a
DTC Transfer are not satisfied, the Corporation shall deliver in accordance
with Section 5(d) to the holder or the holder's designee physical
certificates representing the Common Stock issuable upon such conversion.

    g.  Conversion Disputes.  In the case of any dispute with respect to a
conversion, the Corporation shall promptly issue such number of shares of
Common Stock as are not disputed in accordance with Section 5(d) or (f), as
applicable.  If such dispute involves the calculation of the Conversion
Price, and such dispute is not promptly resolved by discussion between the
relevant holder and the Corporation, the Corporation and the holder shall
submit the disputed calculations to an independent outside accountant.  The
accountant, at the Corporation's sole expense, shall promptly audit the
calculations and notify the Corporation and the holder of the results.  The
accountant's calculation shall be deemed conclusive, absent manifest error.
The Corporation shall then issue the appropriate number of shares of Common
Stock in accordance with Section 5(d) or (f), as applicable.

    h.  Conversion Price Adjustments.  The Conversion Price shall be subject
to adjustment from time to time as follows:

        i.  Stock Dividends, Subdivisions, Reclassifications or Combinations.
If the Corporation shall (i) declare a dividend or make a distribution on its
Common Stock in shares of its Common Stock, (ii) subdivide or reclassify the
outstanding shares of Common Stock into a greater number of shares, (iii)

                                     10


combine or reclassify the outstanding Common Stock into a smaller number of
shares, or (iv) take similar action, the Conversion Price in effect at the
time of the record date for such dividend or distribution or the effective
date of such subdivision, combination, reclassification or other similar
action shall be proportionately adjusted so that the holder of any shares of
Series C Preferred Stock surrendered for conversion after such date shall be
entitled to receive the number of shares of Common Stock which such holder
would have owned or been entitled to receive had such shares of Series C
Preferred Stock been converted immediately prior to such date.  Successive
adjustments in the Conversion Price shall be made whenever any event
specified above shall occur.

        ii.  Other Distributions.  In case the Corporation shall fix a record
date for the making of a distribution to all holders of shares of its Common
Stock (i) of shares of any class other than its Common Stock or (ii) of
evidences of indebtedness of the Corporation or any subsidiary or (iii) of
assets (other than cash dividends), or (iv) of rights or warrants, in each
case the Conversion Price in effect immediately prior thereto shall be
adjusted to a price determined by multiplying the then current Conversion
Price by a fraction, of which (1) the numerator shall be an amount equal to
the difference resulting from (A) the Current Market Price as of such record
date less (B) the fair market value (as determined by the Board of Directors
of the Corporation, whose determination shall be conclusive) of said shares,
evidences of indebtedness, assets, rights or warrants, as the case may be, to
be so distributed, and (2) the denominator shall be the Current Market Price
as of such record date.  Such adjustment shall be made successively whenever
such a record date is fixed.  In the event that such distribution is not so
made, the Conversion Price then in effect shall be readjusted, effective as
of the date when the Board of Directors determines not to distribute such
shares, evidences of indebtedness, assets, rights or warrants, as the case
may be, to the Conversion Price which would then be in effect if such record
date had not been fixed.

        iii.  Rounding of Calculations; Minimum Adjustment.  All calculations
under this Section 5(h) shall be made to the nearest cent or to the nearest
one hundredth (1/100th) of a share, as the case may be.  Any provision of
this Section 5 to the contrary notwithstanding, no adjustment in the
Conversion Price shall be made if the amount of such adjustment would be less
than $0.01; but any such amount shall be carried forward and an adjustment
with respect thereto shall be made at the time of and together with any
subsequent adjustment which, together with such amount and any other amount
or amounts so carried forward, shall aggregate $0.01 of more.


    i.  Current Market Price.  The "Current Market Price" at any date shall
mean, in the event the Common Stock is publicly traded, the average of the
daily closing prices per share of Common Stock for 30 consecutive trading
days ending three trading days before such date (as adjusted for any stock
dividend, split, combination or reclassification that took effect during such
30 trading day period).  The closing price for each day shall be the last

                                     11


reported sale price regular way or, in case no such reported sale takes place
on such day, the average of the last closing bid and asked prices regular
way, in either case on the principal national securities exchange on which
the Common Stock is listed or admitted to trading, or if not listed or
admitted to trading on any national securities exchange, the closing sale
price for such day reported by Nasdaq, if the Common Stock is quoted on
Nasdaq National Market, Nasdaq Small Cap or any comparable system, or, if the
Common Stock is not traded on Nasdaq or any comparable system, the average of
the closing bid and asked prices as furnished by two members of the National
Association of Securities Dealers, Inc. selected from time to time by the
Corporation for that purpose.  If the Common Stock is not traded in such
manner that the quotations referred to above are available for the period
required hereunder, Current Market Price per share of Common Stock shall be
deemed to be the fair value per share of Common Stock as determined in good
faith by the Board of Directors of the Corporation, irrespective of any
accounting treatment.

    j.  Corporate Change.  If there shall be (i) any reclassification or
change of the outstanding shares of Common Stock (other than an event covered
by Section 5(h) above or a change in par value, or from par value to no par
value, or from no par value to par value, or as a result of a subdivision or
combination), (ii) any consolidation or merger of the Corporation with any
other entity (other than a merger in which the Corporation is the surviving
or continuing entity), or (iii) any share exchange or other transaction
pursuant to which all of the outstanding shares of Common Stock are converted
into other securities or property (each of the events referred to in clauses
(i), (ii) and (iii) above being a "Corporate Change"), then the holders of
Series C Preferred Stock shall thereafter have the right to receive upon
conversion, in lieu of the shares of Common Stock otherwise issuable, such
shares of stock, securities and/or other property as would have been issued
or payable in such Corporate Change with respect to or in exchange for the
number of shares of Common Stock which would have been issuable upon
conversion had such Corporate Change not taken place, and in any such case,
appropriate provisions (as determined by the Board of Directors in good
faith) shall be made with respect to the rights and interests of the holders
of the Series C Preferred Stock to the end that the economic value of the
shares of Series C Preferred Stock is not diminished by such Corporate Change
and that the provisions hereof (including, without limitation, in the case of
any such consolidation, merger or sale in which the successor entity or
purchasing entity is not the Corporation, an immediate adjustment of the
Conversion Price so that the Conversion Price immediately after the Corporate
Change reflects the same relative value as compared to the value of the
surviving entity's common stock that existed between the Conversion Price and
the value of the Corporation's Common Stock immediately prior to such
Corporate Change) shall thereafter be applicable, as nearly as may be
practicable in relation to any shares of stock or securities thereafter
deliverable upon the conversion thereof.

    k.  Costs.  The Corporation shall pay all documentary, stamp, transfer or
other transactional taxes attributable to the issuance or delivery of shares

                                     12


of Common Stock upon conversion of any shares of the Series C Preferred
Stock; provided that the Corporation shall not be required to pay any such
taxes or any federal or state income taxes or other taxes which may be
payable in respect of any transfer involved in the issuance or delivery of
any certificate for such shares in a name other than that of the holder of
the shares of the Series C Preferred Stock in respect of which such shares
are being issued.

    l.  No Impairment.  The Corporation (i) will not permit the par value of
any shares of stock at the time receivable upon the conversion of the Series
C Preferred Stock to exceed the Conversion Price then in effect, (ii) will
take all such action as may be necessary or appropriate in order that the
Corporation may validly and legally issue fully paid and nonassessable shares
of Common Stock on the conversion of the Series C Preferred Stock and (iii)
will not issue any Common Stock or convertible securities or take any action
which results in an adjustment of the Conversion Price if the total number of
shares of Common Stock issuable after such issuance or action upon the
conversion or redemption of, or payment of all outstanding dividends on, all
of the then outstanding shares of Series C Preferred Stock will exceed the
total number of shares of Common Stock then authorized by the Corporation's
Certificate of Incorporation and available for the purposes of issuance upon
such conversion or redemption or payment of such dividend.

    m.  Reservation of Shares.  The Corporation will at all times reserve and
keep available, out of its authorized and unissued Common Stock or any other
securities issuable upon conversion pursuant to Section 5(j) above solely for
the purposes of issuance upon conversion of Series C Preferred Stock as
herein provided, free from preemptive rights or any other actual or
contingent purchase rights of persons other than the holders of shares of
Series C Preferred Stock, such number of shares of Common Stock or such other
securities that shall be so issuable upon the conversion of all outstanding
shares of Series C Preferred Stock (the "Reserved Amount").  All shares of
Common Stock and other securities that shall be so issuable upon conversion
of the Series C Preferred Stock shall, upon issuance, be duly and validly
issued and fully paid and nonassessable.  If the Reserved Amount for any ten
consecutive trading days (the last of such ten trading days being the
"Authorization Trigger Date") shall be less than one hundred percent (100%)
of the number of shares of Common Stock issuable upon full conversion of the
then outstanding shares of Series C Preferred Stock, the Corporation shall
immediately notify the holders of Series C Preferred Stock of such occurrence
and shall immediately commence action (including, if necessary, seeking
stockholder approval to authorize the issuance of additional shares of Common
Stock and other securities) to increase the Reserved Amount to one hundred
percent (100%) of the number of shares of Common Stock and other securities
then issuable upon full conversion of all of the outstanding Series C
Preferred Stock at the then current Conversion Price.  Each holder of Series
C Preferred Stock, by their acceptance thereof, agrees to vote in favor of
any action necessary to increase the number of authorized shares of Common
Stock and other securities.  In the event the Corporation fails to so
increase the Reserved Amount within 120 days after an Authorization Trigger

                                     13


Date, each holder of Series C Preferred Stock shall thereafter have the
option, exercisable in whole or in part at any time and from time to time, by
delivery of a Redemption Notice to the Corporation, to require the
Corporation to redeem for cash, at an amount per share equal to the
Redemption Price, a number of the holder's shares of Series C Preferred Stock
such that, after giving effect to such redemption, the then unissued portion
of such holder's Reserved Amount is at least equal to one hundred percent
(100%) of the total number of shares of Common Stock and other securities
issuable upon conversion of such holder's shares of Series C Preferred Stock.

    n.  Notices of Record Date.  In the event of any taking by the
Corporation of a record of the holders of Common Stock or any other
securities issuable upon conversion pursuant to Section 5(j) above for the
purpose of determining the holders thereof who are entitled to receive any
dividend (other than a cash dividend) or other distribution, any right or
warrant to subscribe for, purchase or otherwise acquire any shares of stock
or any class of any other securities or property, or to receive any other
right (including, without limitation, making a dividend or other distribution
of any rights under a stockholder rights plan (sometimes known as a "poison
pill" plan), whether now existing or hereafter created), the Corporation
shall mail to each holder of Series C Preferred Stock, at least 20 days prior
to the date specified therein, a notice specifying the date on which any such
record is to be taken for the purpose of such dividend, distribution, right
or warrant, and the amount and character of such dividend, distribution,
right or warrant.

Section 6.  Redemption Due to Certain Events.

    a.  Redemption by Holder.  In the event (each of the events described in
clauses (i), (ii), (iii) and (iv) below after expiration of the applicable
cure period, if any, being a "Redemption Event"):

        i.  A Change of Control of the Corporation shall have occurred;

        ii.  The Wright Family ceases to beneficially own (as determined
under Rule 13d-3 promulgated under the Securities Exchange Act of 1934)
twenty percent (20%) or more of the outstanding Voting Stock of the
Corporation, computed on a fully diluted basis based on the then generally
accepted accounting principles except that options to purchase Voting Stock
shall be excluded from such computation;

        iii.  the Corporation shall make an assignment for the benefit of
creditors, or apply for or consent to the appointment of a receiver or
trustee for it or for a substantial part of its property or business, or such
a receiver or trustee shall otherwise be appointed; or

        iv.  bankruptcy, insolvency, reorganization or liquidation
proceedings or other proceedings for the relief of debtors shall be
instituted by or against the Corporation and, if instituted against the
Corporation by a third party, shall not be dismissed within 120 days of their
initiation;

                                     14

then, upon the occurrence of any such Redemption Event, each holder of shares
of Series C Preferred Stock shall thereafter have the option, exercisable in
whole or in part at any time and from time to time by delivery of a written
notice to such effect (a "Redemption Notice") to the Corporation while such
Redemption Event continues, to require the Corporation to purchase for cash
any or all of the then outstanding shares of Series C Preferred Stock held by
such holder for an amount per share equal to the Redemption Amount in effect
at the time of the redemption hereunder.  Upon the Corporation's receipt of
any Redemption Notice hereunder (other than during the three trading day
period following the Corporation's delivery of a Redemption Announcement to
all of the holders in response to the Corporation's initial receipt of a
Redemption Notice from a holder of Series C Preferred Stock), the Corporation
shall within two business days following such receipt deliver a written
notice (a "Redemption Announcement") to all holders of Series C Preferred
Stock stating the date upon which the Corporation received such Redemption
Notice and the amount of Series C Preferred Stock covered thereby.  The
Corporation shall not redeem any shares of Series C Preferred Stock during
the three trading day period following the delivery of a required Redemption
Announcement hereunder.  At any time and from time to time during such three
trading day period, each holder of Series C Preferred Stock may request
(either orally or in writing) information from the Corporation with respect
to the instant redemption (including, but not limited to, the aggregate
number of shares of Series C Preferred Stock covered by Redemption Notices
received by the Corporation) and the Corporation shall furnish (either orally
or in writing) as soon as practicable such requested information to such
requesting holder.

    b.  The "Redemption Amount" with respect to a share of Series C Preferred
Stock means an amount equal to the Liquidation Preference (including accrued
and unpaid dividends to and including the date the Corporation makes payment
of the Redemption Amount).

    c.  In the event that the Series C Preferred Stock and any Parity Stock
are each the subject of redemption and the total amount of funds legally
available for redemption is insufficient to redeem both the Series C
Preferred Stock and such Parity Stock, then the Series C Preferred Stock and
the shares of such Parity Stock shall be redeemed ratably based on the
aggregate redemption amount payable with respect to the shares of Series C
Preferred Stock and the shares of the Parity Stock then redeemable.

    d.  In the event the Corporation is not able to redeem all of the shares
of Series C Preferred Stock subject to Redemption Notices delivered prior to
the date upon which such redemption is to be effected, the Corporation shall
redeem shares of Series C Preferred Stock from each holder pro rata, based on
the total number of shares of Series C Preferred Stock outstanding at the
time of redemption included by such holder in all Redemption Notices
delivered prior to the date upon which such redemption is to be effected
relative to the total number of shares of Series C Preferred Stock
outstanding at the time of redemption included in all of the Redemption
Notices delivered prior to the date upon which such redemption is to be
effected.

                                     15

Section 7.  Voting Right to Elect a Director. From and after March 21, 2006,
the holders of the Series C Preferred Stock, voting or consenting, as the
case may be, separately as a single class to the exclusion of all other
classes and series of the Corporation's capital stock and with each share of
Series C Preferred Stock entitled to one vote, shall be entitled to elect one
director to the Corporation's Board of Directors ("Series C Director").
Jeremy W. Hobbs is hereby designated as the Series C Director elected by the
holders of the Series C Preferred and he shall continue to serve in that
capacity until such time as he resigns, is removed from office, dies or
becomes disabled.  The Series C Director may be removed at any time by vote
or written consent of the holders of a majority of the outstanding shares of
Series C Preferred Stock.  If the holders of the Series C Preferred Stock for
any reason fail to elect a person to fill the directorship to which they are
otherwise entitled under this Section 7, such directorship shall remain
vacant until such time as the holders of the Series C Preferred Stock elect a
director to fill such directorship and such directorship shall not be filled
by resolution or vote of the Corporation's Board of Directors or the
Corporation's other stockholders.  Any vacancy occurring because of the
death, disability, resignation or removal of the Series C Director shall be
filled by the vote or written consent of the holders of a majority of the
outstanding shares of Series C Preferred Stock.

Section 8.  Rights Relating to Corporate and Management Structure.  The
Corporation shall implement a holding company structure (the "Structure")
reasonably satisfactory to the holders of a majority of the Series C
Preferred Stock  pursuant to which the Corporation's various businesses will
be owned by the Corporation (unless sold) but separated for management,
operations, certain financing and other purposes.  The Structure shall be
functional immediately upon the Issue Date, with the legal form (including,
without limitation, amendments to By-laws of the Corporation and its
subsidiaries reasonably satisfactory to such holders to implement the
Structure and the other provisions of this Section 8) to follow as soon as
practicable.  Upon the Issue Date the Corporation shall also create a holding
company Office of the Chairman.  Members of such Office will be William F.
Wright as Chairman, Christopher H. Atayan as Vice Chairman and a Chief
Financial Officer to be designated by the holders of a majority of the Series
C Preferred Stock.  Such members of the Office of the Chairman will be
officers of the Corporation.  Kathleen M. Evans, Eric J. Hinkefent and the
new Chief Executive Officer of Hawaiian Natural Water Co., Inc., a subsidiary
of the Corporation ("Hawaiian Springs") and their respective successors will
report to the Office of the Chairman.  Michael D. James will continue as
Chief Accounting Officer and Chief SEC Compliance Officer of the Corporation
and as Chief Financial Officer of the convenience store distribution
business.  Mr. James and his successor will report to the office of the
Chairman.  The Corporation shall use its reasonable best efforts (and cause
its subsidiaries to use their respective reasonable best efforts) to fully
implement and comply with the foregoing provisions and rights of the holders
of a majority of the Series C Preferred Stock; provided, however, that
anything in this Section 8 to the contrary notwithstanding, nothing contained
in this Section 8 shall: (i) limit the discretion of the Board of Directors

                                     16


of the Corporation to elect or remove officers (or their successors) of the
Corporation, amend the By-laws of the Corporation or otherwise manage the
business and affairs of the Corporation; or (ii) create any employee or other
rights of officers or employees of the Corporation or its subsidiaries or
modify or affect any employee or severance agreement.

Section 9.  Other Voting Rights.  The holders of Series C Preferred Stock
shall not be entitled to any voting rights except as provided in Section 2(d)
or Section 7, above, and as required by law.

Section 10.  No Preemptive Rights.  The holders of Series C Preferred Stock
shall, as such, have no preemptive right to purchase or otherwise acquire
shares of any class of stock or other securities of the Corporation, now or
hereafter authorized.

Section 11.  Headings of Subdivisions.  The headings of the various
subdivisions hereof are for convenience of reference only and shall not
affect the interpretation of any of the provisions hereof.

Section 12.  Lost or Stolen Certificates.  Upon receipt by the Corporation of
(i) evidence of the loss, theft, destruction or mutilation of any
certificates representing shares of Series C Preferred Stock, and (ii) (y) in
the case of loss, theft or destruction, an indemnity, bond and/or other
security reasonably satisfactory to the Corporation, or (z) in the case of
mutilation, the certificate(s) (surrendered for cancellation), the
Corporation shall execute and deliver new certificates representing shares of
Series C Preferred Stock of like tenor and date.  However, the Corporation
shall not be obligated to reissue such lost, stolen, destroyed or mutilated
certificate(s) if the holder contemporaneously requests the Corporation to
convert such Series C Preferred Stock.

Section 13.  Remedies Cumulative.  The remedies provided in this Certificate
of Designation shall be cumulative and in addition to all other remedies
available under this Certificate of Designation, at law or in equity
(including a decree of specific performance and/or other injunctive relief),
and nothing herein shall limit a holder's right to pursue actual damages for
any failure by the Corporation to comply with the terms of this Certificate
of Designation.  The Corporation acknowledges that a breach by it of its
obligations hereunder will cause irreparable harm to the holders of Series C
Preferred Stock and that the remedy at law for any such breach may be
inadequate.  The Corporation therefore agrees, in the event of any such
breach or threatened breach, that the holders of Series C Preferred Stock
shall be entitled, in addition to all other available remedies, to an
injunction restraining any breach, without the necessity of showing economic
loss and without any bond or other security being required.

Section 14.  Waiver.  Notwithstanding any provision in this Certificate of
Designation to the contrary, any provision contained herein and any right of
the holders of Series C Preferred Stock granted hereunder may be waived as to
all shares of Series C Preferred Stock (and the holders thereof) upon the

                                     17


written consent of the holders of a majority of the Series C Preferred Stock,
unless a higher percentage is required by applicable law, in which case the
written consent of the holders of not less than such higher percentage of
shares of Series C Preferred Stock shall be required.

Section 15.  Severability of Provisions.  If any right, preference or
limitation of the Series C Preferred Stock set forth in this Certificate of
Designation (as such may be amended from time to time) is invalid, unlawful
or incapable of being enforced by reason of any rule of law or public policy,
all other rights, preferences and limitations set forth in this Certificate
of Designation (as so amended) which can be given effect without the invalid,
unlawful or unenforceable right, preference or limitation shall,
nevertheless, remain in full force and effect.

Section 16.  Status of Reacquired Shares.  Shares of Series C Preferred Stock
which have been issued and reacquired in any manner (including by conversion)
shall (upon compliance with any applicable provisions of the laws of the
State of Delaware) have the status of authorized and unissued shares of
Preferred Stock issuable in series undesignated as to Series C Preferred
Stock and may be redesignated and reissued.

IN WITNESS WHEREOF, this Certificate of Designations has been duly executed
by the undersigned this 6th day of March, 2006.

AMCON DISTRIBUTING COMPANY

By:  /s/ Michael D. James
     ----------------------
Name:  Michael D. James
Title: Vice President and
         Chief Financial Officer




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