SETTLEMENT AGREEMENT AND MUTUAL GENERAL RELEASE

                           EXHIBIT 10.42


             SETTLEMENT AGREEMENT AND MUTUAL GENERAL RELEASE

THIS SETTLEMENT AGREEMENT AND MUTUAL GENERAL RELEASE (this
"Agreement") is effective as of July 31, 2007 and is by and among, and
is binding upon, the following parties: TELEVISIONS EVENTS &
MARKETING, INC., a Hawaii corporation ("TEAM"); TOM KIELY, an
individual ("Kiely"); THE BEVERAGE GROUP, INC., a Delaware corporation
("TBGI"); AMCON DISTRIBUTING COMPANY, a Delaware corporation
("Distributing"); AMCON CORPORATION, a Delaware corporation ("AC");
WILLIAM F. WRIGHT, an individual ("Wright"); and ARCHIE J. THORNTON,
an individual ("Thornton"); THE THORNTON WORKS, INC., a California
corporation ("TWI"), each of which may individually be referred to
herein as a "Party," or collectively as the "Parties."

                             RECITALS:

1.   On or about January 15, 2003, TEAM, as licensor, entered into two
Trademark License Agreements (the "License Agreements") regarding its
XTERRA trademark.   The Parties dispute which person or entity is
responsible as licensee under the License Agreements.

2.   The Parties are currently engaged in litigation regarding the
License Agreements, entitled Television Events & Marketing, Inc. v.
AMCON Distributing Company, et al. and Related Counterclaim, United
States District Court, District of Hawaii, Case No. 05 CV 00259 ACK
(the "Action").

3.   Without any of them admitting any fault, liability or wrongdoing,
the Parties desire to resolve their disputes, dismiss the Action and
settle all related claims of any kind or nature, in law or equity,
known or unknown, past and present which the Parties may have against
one another from any and all dealings concerning the License
Agreements and the Action.

NOW, THEREFORE, according to the preceding recitals and in exchange
for and considering the covenants, agreements, and representations set
forth in this Agreement, the Parties agree as follows:

                               AGREEMENT
                   
I.   CONSIDERATION:

A.   PAYMENT BY DISTRIBUTING.   Distributing shall pay TEAM a total of
$875,000 as follows:

  1.   $187,500 on or before August 17, 2007;

  2.   $187,500 in 2008 in four equal quarterly installments as
follows: $46,875 on or before January 4, 2008, April 4, 2008, July 3,
2008 and October 3, 2008;

  3.   $187,500 in 2009 in four equal quarterly installments as
follows: $46,875 on or before January 2, 2009, April 3, 2009, July 3,
2009 and October 2, 2009;
  4.   $187,500 in 2010 in four equal quarterly installments as
follows: $46,875 on or before January 7, 2010, April 7, 2010, July 7,
2010 and October 7, 2010; plus

  5.   $125,000 in 2011 in four equal quarterly installments as
follows: $31,250 on or before January 7, 2011, April 7, 2011, July 7,
2011 and October 7, 2011.

B.   XTERRA PARTICIPATING SPONSOR PACKAGES BY TEAM.   TEAM shall provide
Distributing (at the rate of one per year in any three of 2008, 2009,
2010 and 2011, at Distributing's option) with three (3) one-year
XTERRA Participating Sponsor Packages (the "Sponsor Packages") worth
at least $100,000 each (as determined by TEAM's arms-length valuation
with respect to other Participating Sponsors and not by the actual
cost to TEAM) for the benefit of a product or service which does not
conflict with any other existing Sponsor.   The terms of the Sponsor
Packages are set forth in the separate written agreement between TEAM
and Distributing and the brochure attached as Exhibit "A" hereto, and
such terms shall also include (if not already provided for in Exhibit
"A"):

  1.   Signage at all Championship events (TEAM produces and displays)
in the United States;

  2.   Logo and visibility in the touring XTERRA Pavilion which is on
display at the XTERRA America Tour and World Championship package;

  3.   Provision of a sponsor pavilion at the Championship events in
the United States for Distributing or its assignee to use for its
promotional purposes.   This includes set up / teardown and
transportation of the pavilion;

  4.   Logo in all marketing materials and advertising in the United
States;

  5.   XTERRAPlanet.com web link;

  6.   Product sampling at event sites and sales through the onsite
vendor in the United States;

  7.   Category exclusivity;

  8.   Any other benefits normally conferred with Sponsor Packages in
the United States at the level contemplated in the brochure attached
as Exhibit "A" hereto;

  9.   Distributing is permitted to transfer, sell, assign, or
hypothecate any or all of the Sponsor Packages to any reasonably
suitable (e.g., no cigarette companies) non-duplicative brand/service;
and

  10.   Each of the three Sponsor Packages can be used in any year (one
or two packages per year) beginning in 2008 or later, and do not need
to be used in consecutive years.   Distributing (and/or its assignees)
shall provide TEAM use of the relevant logo(s) and promotional items
in the quantity and of the type customarily expected of other Sponsors
under the custo