EXHIBIT 10.42 ASSET PURCHASE AGREEMENT

                           EXHIBIT 10.42
                         -------------

ASSET PURCHASE AGREEMENT

by and between

HAWAIIAN NATURAL WATER COMPANY, INC.,
a Delaware corporation
as Seller

and

HAWAIIAN SPRINGS, LLC
a Delaware limited liability company
as Purchaser




                    ASSET PURCHASE AGREEMENT


This asset purchase agreement ("Agreement") is dated November 20,
2006, and is between Hawaiian Natural Water Company, Inc., a Delaware
corporation ("Seller"), and Hawaiian Springs, LLC, a Delaware limited
liability company ("Purchaser").   Seller and Purchaser may be referred
to herein collectively as the "Parties," and each individually as a
"Party."

Seller is in the business of bottling, packing, and handling of water
in the State of Hawaii (the "Business"), and Seller owns or holds
certain assets and properties in connection therewith, necessary for,
or material to the business and operations thereof (the "Property" as
further defined in Section 1.29).

Purchaser wishes to purchase from Seller, and Seller wishes to sell,
assign, and transfer to Purchaser, substantially all of the Property.
Purchaser has agreed to assume certain liabilities of Seller relating
to the Business created after the Closing Date (defined below) and
Seller shall pay off or assume responsibility for all liabilities
related to the Business created prior to the Closing Date, all for the
Purchase Price and upon the terms and subject to the conditions
hereinafter set forth.

The Parties therefore agree as follows:
                    

                              ARTICLE I.

                             DEFINITIONS

The definitions in Article I apply equally to both the singular and
plural forms of the terms defined.   Whenever the context requires, any
pronoun includes the corresponding masculine, feminine, and neuter
forms. The words "include," "includes," and "including" are deemed to
be followed by the phrase "without limitation." All references to
Articles, Sections, Schedules, and Exhibits are references to
Articles, Schedules, and Sections of, and Exhibits to, this Agreement
unless the context otherwise requires.   The word "or" is inclusive
(i.e., "A or B" means "A, B, or A and B"), thereby avoiding the
compound conjunction "and/or."

All accounting terms used herein are to be interpreted, and all
accounting determinations to be made under this Agreement, in all
material respects using general accepted accounting principles applied
on a basis consistent with the accounting practices of Seller
concerning the Property as of the Closing Date.   Unless the context
otherwise specifies or requires, for this Agreement the following
terms has the meanings in this Section 1:

1.1 "Accounts Receivable" means all of the accounts receivable of
Seller as of the Closing Date to be sold to Purchaser as part of the
Property as set forth on Schedule 1.1.

1.2 "Bill of Sale" means a bill of sale duly executed by Seller
conveying to Purchaser all of Seller's right, title, and interest in
and to the Property on the Closing Date, in the form set forth in
Exhibit A.

1.3 "Book Value" means the value at which an asset is carried on
Seller's balance sheet; i.e., the cost of an asset minus any
accumulated depreciation.

1.4 "Books and Records" means all financial and other books and
records maintained by or for the benefit of Seller solely in
connection with the operation of the Property and other documents
prepared solely in connection with the Property within the possession
or control of Seller, including customer and distribution lists,
supply contracts, private label contracts, employment and tax records
along with any and all computer files, software, materials or
correspondence related thereto.

1.5 "Closing" means, concerning the purchase and sale of the Property,
consummation of its purchase by Purchaser as contemplated by this
Agreement.

1.6 "Closing Date" means the date on which the Closing occurs, set by
the Parties after necessary documents have been prepared and are ready
for execution.   The Closing Date is November 20, 2006.

1.7 "Code" means the Internal Revenue Code of 1986, as amended, and
the relevant rules and regulations promulgated thereunder.

1.8 "Agreement Date" means the date specified above in the first
paragraph of this Agreement.


1.9 "Contracts" means all customer, distributor, or co-pack contracts
plus any other material contracts Seller holds in relation to its
bottling or administrative operations as specified in Schedule 1.9.

1.10 "Equipment Leases" means the equipment leases specified on
Schedule 1.10.

1.11 "Facilities" collectively means all of Seller's facilities,
including at the Kea'au Facility, the Kapolei Facility, and the Pearl
City Facility.

1.12 "FF&E" means any and all furniture, fixtures, equipment (or
equipage), tools, machinery, leasehold improvements, plant and other
tangible personal property related to or used in connection with
Seller's operations or located at the Facilities, including:   (a)
bottling, packing, and handling equipment; (b) office equipment,
furniture, fixtures, furnishings, and computers (and related computer
equipment and software); (c) telecommunications equipment; and (d)
forklifts, if any, as specified in Schedule 1.12.

1.13 "General Assignment" means an assignment, duly executed and
acknowledged by Seller and Purchaser, assigning to Purchaser (to the
extent assignable) all of Seller's right, title, and interest in and
to intangible personal property of the Seller as of the Closing Date,
in the form set forth in Exhibit B.

1.14 "Governmental Authorities" means the federal government, the
applicable governmental authority of the State of Hawaii, and any
governmental agency connected with any of them that has jurisdiction
over the construction, reconstruction, operation, or use of the
Property.

1.15 "Ground Leases" means the ground leases specified on Schedule
1.15.

1.16 "Intellectual Property" means of the following only as it
pertains to Seller: (a) all inventions (whether patentable or
unpatentable and whether or not reduced to practice), all improvements
thereto, and all patents, patent applications, and patent disclosures,
together with all reissuances, continuations, continuations-in-part,
revisions, extensions, and reexaminations thereof; (b) all trademarks,
service marks, trade dress, logos, trade names, and corporate names
(whether or not registered), together with all translations,
adaptations, derivations, and combinations thereof and including all
goodwill associated therewith, and all applications, registrations,
and renewals in connection therewith; (c) all copyrightable works, all
copyrights, and all applications, registrations, and renewals in
connections herewith; (d) all mask works and all applications,
registrations, and renewals in connection herewith; (e) all trade
secrets and confidential business information (including ideas,
research and development, know-how, formulas, compositions,
manufacturing and production processes and techniques, technical data,
designs, drawings, specifications, customer and supplier lists,
pricing and cost information, and business and marketing plans and
proposals); (f) all computer software (including data and related
documentation); (g) all other proprietary rights; and (h) all copies
and tangible embodiments thereof (in whatever form or medium), all as
specified in Schedule 1.16.

1.17 "Inventory" means Seller's inventory located at the Facilities,
consisting of good and saleable inventory with a fair market value to
be determined by mutual agreement of the Parties on or about the
Closing Date, including:   (a) raw materials that are not obsolete, and
(b) finished goods that are not obsolete.

1.18 "IRS" means the Internal Revenue Service.

1.19 "Kapolei Facility" means Seller's facility located at 91-291
Kalaeloa Blvd., Kapolei, HI 96707.

1.20 "Kea'au Facility" means Seller's facility located at 16-305 Old
Volcano Rd., Kea'au, HI 96749.

1.21 "Leases" collectively means the Equipment Leases, the Ground
Leases, and the Vehicle Leases.

1.22 "Liabilities" means and is limited strictly and solely to the
following liabilities of Seller:   (a) the post-Closing obligations of
Seller under the Leases, and (b) liabilities of the Business created
after the Closing Date.

1.23 "Liens" means lien and/or other security interests against the
Property as specified in Schedule 1.23.

1.24 "Non-Foreign Status Certificate" means a certificate, to be
executed by Seller, in the form set forth in Exhibit C.

1.25 "Other Liabilities" means all other liabilities which relate
directly or indirectly to the Business and/or the Property, including
all liabilities in connection with the Settlement Agreement, dated
April 29, 2003, among Seller, AMCON Distributing Company (Seller's
parent company), and Hawaii Brewery Development Co., Inc.

1.26 "Pearl City Facility" means Seller's facility located at 98-746
Kuahao Pl., Pearl City, HI 96782.

1.27 "Permits" means all of the permits and licenses required by
Governmental Authorities required for Seller to conduct the Business
as specified in Schedule 1.27.

1.28 "Person" means any natural person, partnership, corporation,
limited liability company, association, trust or trustee, or any other
legal entity.

1.29 "Property" means substantially all of the tangible and intangible
assets currently used by Seller to conduct its current business and
operations at the Facilities, including:   Accounts Receivable, Books
and Records, Contracts, FF&E, goodwill associated with Seller's
business, Inventory, Intellectual Property, Leases, Vehicles, and
Webpage.   "Property" excludes the items specified in Section 2.4.

1.30 "Purchase Price" has the meaning set forth in Section 2.2.

1.31 "Purchaser's Documents" has the meaning set forth in Section 6.2.

1.32 "Seller's Documents" has the meaning set forth in Section 6.1.

1.33 "Separate Agreement" has the meaning set forth in Section 2.2.2.

1.34 "Transaction" collectively means the transactions contemplated in
this Agreement.

1.35 "Vehicles" means the vehicles described in Schedule 1.32.

1.36 "Vehicle Leases" means the leases specified in Schedule 1.33.

1.37 "Webpage" means the web pages located at the uniform recourse
locator address http://www.hawaiianspring.com/, and any e-mail address
used by Seller using the suffix "@hawaiianspring.com."

 
                            ARTICLE II.

                  PURCHASE AND SALE OF PROPERTY

2.1   Purchase and Sale.   On the terms and subject to the conditions of
this Agreement, Seller hereby agrees to sell, transfer, convey, and
deliver the Property to Purchaser; and Purchaser hereby agrees to
purchase the Property from Seller and to assume the Liabilities, as
hereinafter provided.

2.2   Consideration for Purchase.

2.2.1   Purchase Consideration.   The total "Purchase Consideration" for
the Property includes (a) through (c):

     (a)   Fair Market Value, and not less than Book Value, for the  
Inventory.   "Fair Market Value" means the actual amount paid by Seller
for raw materials still in new and undamaged condition, and the
variable cost incurred by Seller in the production of all finished
goods found to be in new and shippable condition.   Seller and
Purchaser will jointly survey and assess the Inventory before Closing,
to determine the quantities thereof and amounts paid therefor.

     (b)   Book Value for the Accounts Receivable set forth in Schedule
1.1, less any valid customer credits given by Seller before the
Closing Date.

     (c)   Two and one-half million dollars ($2,500,000.00).

     (d)   Assumption of the Liabilities in Section 2.3.

2.2.2   Wire Transfer.   Purchase Consideration to be paid in cash shall
be in the form of a wire transfer to the parties and accounts
identified in Schedule 2.2.1.   To the extent a recipient party is
other than Seller, such payment shall be for the benefit and account
of Seller.

2.3   Liabilities Assumed by Purchaser; Limitation on Liabilities
Assumed by Purchaser.

2.3.1   Purchaser must assume the Liabilities created after the Closing
Date.

2.3.2   Except for the Liabilities, Purchaser is assuming no Other
Liabilities.   Seller instead remains solely responsible for all Other
Liabilities except the Liabilities, including as illustrative and not
exhaustive the following (a) through (f):

     (a)   Income Taxes.   Any liability or obligation for federal,
state, local or foreign income taxes (and all other taxes) concerning
the operation of the Property before the Closing Date, including any
such taxes arising from the sale of the Property.

     (b)   Other Tax Obligations.   Any other tax obligations incurred
by Seller up to the Closing Date, including the Hawaii State Bottle
Tax, General Excise Tax, corporate income tax, and any and all
employee taxes or obligations incurred up to that point (employee
withholding, workers compensation, etc.).

     (c)   Payables.   Any and all payables up to the Closing Date.
Seller remains solely responsible to pay all obligations of whatever
nature related to Seller's operations up to the Closing Date.

     (d)   Transactional Expenses.   Any liability or obligation
incurred by Seller to Purchaser or any third party in connection with
the negotiation, execution, or performance by Seller of this
Agreement, including any legal, accounting, and other professional
fees and expenses.

     (e)   Fines and Penalties.   Any present, past or future costs,
assessments, fines, penalties, or related contingencies assessed or
assessable under any environmental law, labor, employee safety, wage
and hour, health and safety, or other statute, rule, or obligation
arising from or related to any act or omission before the Closing Date
by Seller or any officer, director, or employee thereof.

     (f)   Dragnet Clause.   Any other debts, liabilities, and taxes
incurred by Seller up to the Closing Date; and any employee salaries,
employee benefits, and employee-related taxes incurred by Seller up to
the Closing Date.

Seller promptly must pay, discharge, and perform all Other
Liabilities, when and as they become due; provided, however, that
Seller may refuse to pay or perform any Other Liabilities that Seller
contests in good faith and by proper proceedings diligently pursued to
completion; provided Purchaser is indemnified pursuant to Section
5.3.3 below.

2.4   Assets Retained by Seller.  
Seller will retain all the items in Sections 2.4.1 through 2.4.2:

2.4.1   Any cash (or cash equivalents) on hand, and any and all
"internal debt" owed to AMCON Distributing Company.

2.4.2   Any tax credits including net operating loss tax benefits.

2.5   Allocation of the Purchase Consideration.   Purchaser and Seller
agree to allocate the Purchase Consideration as specified in Schedule
2.5.   After the Closing Date, the Parties will make consistent use of
the allocation for all tax purposes and in all filings, declarations,
and reports with the IRS in respect thereof, including the reports
required to be filed under Section 1060 of the Code.   Purchaser will
prepare and deliver IRS Form 8594 to Seller within forty-five (45)
days after the Closing Date to be filed with the IRS.   In any
litigation related to the determination of any tax, Purchaser and
Seller must not contend to represent that such allocation is not a
correct allocation.


                            ARTICLE III.

                            CLOSING DATE

3.1   Closing Procedures.   This Agreement constitutes the agreement for
the transfer of substantially all of the Property from Seller to
Purchaser.

3.2   Closing Date.

3.2.1. The Transaction will close on the Closing Date, or such later
date as the parties mutually agree.  

3.2.2.   Provided that neither Party has received written notice of the
failure of any condition precedent specified in Article VII to the
obligations of such Party, then, when Purchaser and Seller are each
prepared to execute the documents and instruments and transfer the
funds required thereof by this Agreement, they must:

     (a)   insert the Closing Date as the date of any document to be
delivered but not theretofore dated;

     (b)   deliver to Purchaser:   the Bill of Sale, General Assignment,
Non-Foreign Status Certificate, and any other document required to be
delivered to Purchaser; and

     (c)   deliver to Seller:   all sums to be received by Seller from
Purchaser; the General Assignment executed, in counterpart, by
Purchaser; and any other document required to be delivered to Seller
at the Closing Date.

3.3   Costs.   Each Party must pay all of its own legal, accounting, and
consulting fees and all other costs and expenses incurred in
connection with the Transaction.


                              ARTICLE IV.

        ASSIGNMENT AND ASSUMPTION OF LEASES AND OTHER CONTRACTS

4.1   Assumption of Ground Leases.   Seller is to assign to Purchaser,
and Purchaser is to accept assignment of and assume the obligations
under, the Ground Leases.   Seller and Purchaser will, on the Closing
Date, execute agreements assigning and assuming the Ground Leases from
Seller to Purchaser.   Those Lease Agreements must be substantially in
the form of Exhibit D, unless otherwise agreed or waived by the
Parties.   Seller and Purchaser will cooperate and jointly be
responsible, before or on the Closing Date, to obtain the lessor's
consent (and estoppel certificate) concerning that assignment for the
Ground Leases.   Purchaser assumes liability for all rents and other
charges owing under the Ground Leases after the Closing Date, and
Purchaser must indemnify Seller for all such amounts owing under the
Ground Leases after the Closing Date.   Purchaser must pay Seller for
any lease deposits associated with any Ground Lease.   Seller
indemnifies Purchaser for all rents and other charges owing under the
Ground Leases prior to and on the Closing Date.

4.2   Assumption of Equipment Leases.   Seller is to assign to
Purchaser, and Purchaser is to accept assignment of and assume the
obligations under, the Equipment Leases.   Seller and Purchaser must,
on the Closing Date, execute agreements assigning and assuming the
Equipment Leases from Seller to Purchaser.   Those agreements must be
substantially in the form of Exhibit E, unless otherwise agreed or
waived by the Parties.   Seller and Purchaser will cooperate and
jointly be responsible, before or on the Closing Date, to obtain the
lessor's consent (or estoppel certificate) concerning that assignment
of the Equipment Leases.   Purchaser assumes liability for all rents
and other charges owing under the Equipment Leases after the Closing
Date, and Purchaser must indemnify Seller for all such amounts owing
under the Equipment Leases after the Closing Date.   Seller indemnifies
Purchaser for all amounts owed or owing under the Equipment Leases
prior to or on the Closing Date.   If Purchaser assumes the Equipment
Leases instead of paying them off at Closing and Seller has continuing
liability after the Closing Date under the Equipment Leases, then
Purchaser must arrange an irrevocable letter of credit (or similar
irrevocable financial device reasonably acceptable to Seller) to
insure all lease payments to the lessor under the Equipment Leases.
Purchaser must pay Seller for any lease deposits associated with any
Equipment Lease.  

4.3   Assumption of Vehicle Leases.   Seller is to assign to Purchaser,
and Purchaser is to accept assignment of and assume the obligations
under, the Vehicle Leases.   Seller and Purchaser will, on the Closing
Date, execute an assignment and assumption of lease assigning the
Vehicle Leases from Seller to Purchaser.   The Vehicle Lease Agreements
must be substantially in the form of Exhibit F, unless otherwise
agreed or waived by the Parties.   Seller and Purchaser will cooperate
and jointly be responsible, before or on the Closing Date, to obtain
the lessor's consent (or estoppel certificate) concerning that
assignment for the Vehicle Leases.   Purchaser assumes liability for
all rents and other charges owing under the Vehicle Leases after the
Closing Date, and Purchaser must indemnify Seller for all such amounts
owing under the Vehicle Leases after the Closing Date.   Purchaser must
pay Seller for any lease deposits associated with any Vehicle Lease.  

4.4   Insurance Polices.   Seller will assign to Purchaser, and
Purchaser will accept that assignment of and assume the obligations
under, all of Seller's business insurance policies that are reasonably
assumable by Purchaser.   All such insurance policies (or replacements
thereof) or any applicable portion thereof will be kept in full force
and effect and Purchaser will assume the obligation to pay all
premiums under those insurance policies as of the Closing Date.   The
Seller will notify all insurance companies of this Agreement and the
sale of the Property to the Purchaser.   Seller also actively will
assist Purchaser, before or on the Closing Date, to obtain the
insurer's consent concerning that assignment and assumption of those
insurance policies of Seller.

4.5   Sale Contracts.   Seller is to assign to Purchaser, and Purchaser
is to accept assignment of and assume the future obligations under,
the Contracts.   (Seller must not enter into any new Contract after
accepting the Parties' letter of intent dated September 22, 2006.)   


                             ARTICLE V.

             REPRESENTATIONS, WARRANTIES, AND COVENANTS

5.1   Purchaser's Representations and Warranties.   Purchaser hereby
represents and warrants to Seller as follows:

5.1.1   Power and Authority.   Purchaser is a limited liability company,
duly incorporated, validly existing, and in good standing under the
laws of the State of Delaware. Purchaser has the power and authority
to enter into this Agreement and the "other documents" required to be
executed by Purchaser under Section 7.2, to perform its obligations
hereunder and to consummate the Transaction; neither the execution and
delivery hereof by Purchaser nor the performance by Purchaser of
Purchaser's obligations hereunder will violate or constitute an event
of default under any material terms or material provisions of any
material agreement, document, instrument judgment, order, or decree to
which Purchaser is a party or by which Purchaser is bound.

5.1.2   Authorization; Valid Obligation.   All actions required to be
taken by or on behalf of Purchaser to authorize Purchaser to make,
deliver, and carry out the terms of this Agreement have been or will
be duly taken before the Closing Date.   No consent to the execution,
delivery, and performance of this Agreement by Purchaser is required
from any partner, member, manager, board of directors, shareholder,
creditor, investor, judicial or administrative body, Gover