LEASE AGREEMENT

This Lease Agreement, ("Agreement"), is made and entered into as of the 6th 
day of November, 1997, between High Plains Corporation ("High Plains"), with 
offices at 200 W. Douglas, Suite 820, Wichita, KS 67202, and EPCO Carbon
Dioxide Products, Inc. ("EPCO"), with offices at 1500 Lamy Lane, Monroe,
Louisiana 71201.

WHEREAS, EPCO and High Plains have entered into an agreement whereby High 
Plains will sell to EPCO and EPCO will purchase from High Plains raw gaseous
CO2 produced at High Plains ethanol production facility located in York,
Nebraska;

WHEREAS, EPCO desires to lease from High Plains certain land and 
improvements thereon, upon which EPCO desires to construct and operate a 
liquefaction plant; and

WHEREAS, High Plains desires to lease to EPCO certain land and 
improvements thereon and allow EPCO to construct and operate a liquefaction
plant on one of the Properties;

NOW, THEREFORE, in consideration of the foregoing promises, the mutual 
covenants set forth below and other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, the parties hereto
agree as follows:

1.  DEFINITIONS:

(a)  CO2 Purchase and Sale Agreement shall mean the CO2 Purchase and Sale 
Agreement entered into by High Plains and EPCO, dated November 6, 1997.

(b)  Contract Year shall mean a twelve (12) month period beginning on the 
first day that EPCO begins to manufacture liquid CO2 and every year 
thereafter for succeeding periods of twelve (12) months.

(c)  EPCO's Liquefaction Plant shall mean the CO2 liquefaction plant, owned 
by EPCO and to be located on Exhibit A Property owned by High Plains and 
leased to EPCO.

(d)  High Plains' Facility shall mean the ethanol production facility and 
related operations located on the premises of High Plains in York, 
Nebraska, which produces as a byproduct quantities of CO2 in gaseous 
form.

2.  PROPERTY LEASED: High Plains hereby leases to EPCO and EPCO hereby leases 
from High Plains a parcel of land, ("Property"), the location of which is more
particularly described in Exhibit A, attached hereto and made a part of this 
Agreement.


3.  TERM: The primary term of this Agreement shall begin on the date of
execution of this Agreement and shall end on the close of business of the last
day of the tenth Contract Year. Within 30 days after EPCO begins producing
liquid CO2, EPCO shall provide High Plains written notice of the date on which
EPCO began producing liquid CO2. This Agreement shall automatically renew
for successive five-year terms which shall be concurrent with the Contract
Years, unless written notice is given by either party of its intent not to
renew at least six (6) months prior to the expiration of the then current term.


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4.  USE OF THE PREMISES:

(a)  High Plains agrees to lease the Property to EPCO only for the 
purposes of constructing, operating, maintaining, disassembling, and 
removing EPCO's Liquefaction Plant and for transporting EPCO's products to 
and from EPCO's Liquefaction Plant as well as parking, storing and 
maintaining trucks, trailers and other vehicles used in operating EPCO's 
Liquefaction Plant. The adjoining pipeline shall be used only to carry raw 
CO2 gas from High Plains' ethanol plant to EPCO's Liquefaction Plant.

(b)  EPCO may, at EPCO's sole expense, construct improvements on the 
Property. All buildings and any alterations or modifications to the 
Property shall comply with OSHA or other applicable regulations or local 
codes in the jurisdiction in which the Property is located. 

(c)  EPCO agrees to obtain from the appropriate governmental agencies, at 
EPCO's sole expense, any and all permits, licenses, and the like, required 
to permit EPCO to construct the improvements and to otherwise occupy the 
Property for the purposes stated in paragraph 4 of this Agreement.

(d)  EPCO shall make all repairs and do all acts of maintenance in or upon 
the Property as it becomes necessary during the term of this Agreement to 
ensure the Property remains in compliance with all applicable regulations 
or local codes in the jurisdiction in which the Property is located.  EPCO 
shall be responsible for fencing the Liquefaction Plant.  Existing fencing 
may be used, but any relocation or maintenance of fencing shall be the 
responsibility of EPCO.  All fencing shall remain the property of High 
Plains upon termination of this Lease Agreement.  EPCO further agrees to 
purchase from High Plains the spare truck scale currently located on High 
Plains facility for the agreed sum of $20,000.00.

(e)  Once construction of any improvement upon the Property has begun by 
EPCO, EPCO shall with reasonable diligence prosecute the work to 
completion.

5.  WARRANTIES BY EPCO:

(a)  EPCO represents and warrants that EPCO is familiar with and has 
knowledge of applicable and relevant environmental, health, and safety 
laws, statutes, regulations, and ordinances, whether federal, state, or 
local, pertaining to the handling, storage, use, transportation, or other 
disposition of gaseous CO2 and liquid CO2. EPCO hereby assumes full 
responsibility for handling, storage, use, transportation, or other 
disposition of gaseous CO2 and liquid CO2 in compliance with all applicable 
and relevant environmental, health, and safety laws, statutes, 
regulations, and ordinances, whether federal, state, or local, pertaining 
to the handling, storage, use, transportation, or other disposition of 
gaseous CO2 and liquid CO2.


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(b)  EPCO further represents and warrants that EPCO is familiar with and 
has knowledge of, applicable and relevant transportation, environmental, 
health, and safety laws, statutes, regulations, and ordinances, whether 
federal, state, or local, pertaining to the construction and maintenance 
of EPCO's Liquefaction Plant. EPCO hereby assumes full responsibility for 
constructing and maintaining EPCO's Liquefaction Plant in such a condition 
which ensures that EPCO's Liquefaction Plant is in compliance with all 
federal, state, and local laws, statutes, and regulations pertaining to 
the construction and maintenance of EPCO's Liquefaction Plant. EPCO 
further assumes full responsibility for the operation of the Liquefaction 
Plant in compliance with all federal, state, and local laws, statutes and 
regulations pertaining to the operation of EPCO's Liquefaction Plant.

6.  AGREEMENT AND COVENANTS OF EPCO:

(a)  EPCO shall under no circumstances cause, suffer, or allow the release 
or disposal of any hazardous or nonhazardous wastes, substances, or other 
materials on, at, or in the Property and shall be and remain fully 
responsible for the ultimate disposition of such materials during and 
after the term of this Agreement. EPCO shall comply with any and all past, 
present, and future laws, rules, regulations, ordinances and the like, 
directly or indirectly relating to environmental protection, conservation, 
hazardous or non hazardous waste, substances, or other materials, 
emissions, discharges, releases, verbal or written notification or 
reporting, wildlife, natural resources, permitting, cleanup or 
remediation, onsite or offsite transportation, disposal, reclamation, 
recycling, or other disposition of such materials to the extent directly 
or indirectly relating or applying to EPCO's actions or inactions on, at, 
in or near the Property. EPCO shall maintain complete records of all 
materials relating to the foregoing during the term of this Agreement.


(b)  EPCO shall not use the Property for any disorderly or unlawful 
purpose, but only for the purposes stated in paragraph 4 of this 
Agreement.

7.  CONDITIONS OF PREMISES: EPCO acknowledges that EPCO has had full
opportunity to inspect the Properties and is fully informed, independent of
High Plains to the character and construction of the Property.  EPCO accepts
the premises as is, and in their present condition.

8.  TRADE FIXTURES AND EQUIPMENT: The parties agree that all fixtures and 
equipment installed or brought onto the Property shall not become or be 
deemed to be a part of the Property, but shall remain EPCO's property and 
may be removed from the Property by EPCO at any time during the term of 
this Agreement. Subject to the other provisions herein, repairs to EPCO's 
equipment shall be at EPCO's sole discretion and expense.  High Plains 
covenants that any interest High Plains may now or hereafter have in 
EPCO's property located on the Property and any rights incident thereto 
shall be subordinate to the security interest of any secured party 
pursuant to a security agreement.

9.  ANNUAL RENTAL FEE: EPCO agrees to pay High Plains as rental for the use and
occupancy of the Property, at the times and in the manner provided, a 
rental fee of $1.00 each Contract Year.  EPCO will pay any and all taxes 
resulting from the equipment or improvements being placed upon the leased 
premises, including all personal property taxes on equipment, and any 
increase in real property taxes for the leased premises resulting from the 
equipment or improvements.


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10.  PAYMENT OF RENT: The annual rental fee shall be paid in advance on or
before the first day of a Contract Year. If the correct amount is not paid on
or before the first day of a Contract Year, interest on any unpaid amount 
shall accrue at the rate of 10% for each Contract Year, and if such 
default continues for more than thirty (30) days after written notice from 
High Plains to EPCO, High Plains may terminate this Agreement without 
prejudice to its other remedies.

11:  UTILITIES:

(a)  EPCO shall, at its sole cost and expense, cause to be installed in, 
on, and about the Property all facilities necessary to supply thereto all 
water, sewerage, gas, electricity, telephone, and other services required 
in EPCO's operations hereunder; and during the term of this Lease, EPCO 
agrees to pay all charges and expenses in connection therewith and to 
protect High Plains and the Property therefrom. High Plains represents 
that such services are or will be available at or near the perimeter of 
the Property before construction of EPCO's Liquefaction Plant is begun.

(b)  EPCO shall pay all charges for all utilities, including but not 
limited to electricity, gas, fuel, water, sewer charges, telephone 
services used in or on the premises, as they become due and payable and to 
establish all accounts therefor in EPCO's name at the outset of the term 
of this Agreement.  EPCO shall reimburse High Plains for the actual 
charges made by the City of York for direct wastewater disposal (currently 
estimated to be $.50/1,000 gallons), or for High Plains prorated actual 
costs if wastewater is treated by High Plains prior to discharge to the 
City.  High Plains agrees to treat EPCO's waste water only if required by 
the City of York.

12.  RESTORATION OF THE PROPERTY: Within one hundred eighty (180) days of the
termination of this Agreement, EPCO shall, at EPCO's sole expense, restore 
the Property and return possession of the Property to High Plains. 
Restoration of the Property shall mean the removal of all roads, parking 
lots, curbs, above ground structures, pilings, foundations, pipes and 
other underground structures placed on the Property by EPCO to at least 
one (1) foot below ground level. In the event EPCO fails to remove its 
personality from the Property and restore the Property as required in the 
preceding sentence, then High Plains may remove, or cause to have removed, 
EPCO's personality from the Property and restore the Property or cause to 
have the Property restored. EPCO shall reimburse High Plains for any 
reasonable costs High Plains may incur for removing EPCO's personality and 
restoring the Property.  If requested by High Plains within 30 days after 
termination, EPCO shall leave certain specific improvements, which are 
integrally incorporated into the premises, such as roads, paving, curbs, 
foundations, etc.

13.  INDEMNITY:

(a)  High Plains does not assume any liability for any acts or omissions 
of EPCO or EPCO's drivers, agents or employees.  EPCO shall fully protect, 
indemnify, defend and hold High Plains, its affiliates, and their 
respective officers, directors, agents, servants and employees harmless


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from and against any and all claims and actions by third parties for 
personal injury, property damage or death caused by any liquid CO2 while 
at EPCO's Liquefaction Plant; any and all claims and actions by any third 
parties, against High Plains for personal injury, property damage or death 
sustained by anyone, arising out of or in connection with the maintenance, 
operation, control or use of the Property; all loss or damage to the High 
Plains facility, arising out of the ownership, maintenance, operations, 
control or use of the Property by EPCO; all taxes, penalties, fines, 
interest, liens or indebtedness or claims against High Plains property for 
work performed, or measured by the work performed, growing out of or 
incident to EPCO's operations under this Agreement.  Third parties shall 
include, but not be limited to High Plains and EPCO employees, contractors 
and subcontractors. EPCO's duty to protect, indemnify, defend and hold 
High Plains harmless shall not extend to any action for which High Plains 
is insured through a Worker's Compensation plan.  Additionally, EPCO shall 
not be held liable for any punitive damages assessed against High Plains.

14.  INSURANCE:

(a)  EPCO shall maintain at its own cost and expense such insurance of a 
type and in the amounts to insure EPCO's indemnification and other 
obligations under this Agreement which will protect High Plains from all 
claims for damages to persons and to property which may arise from the 
operation of the liquefaction Plant, or from work performed pursuant to 
this Agreement or any subcontracts related to this Agreement. EPCO shall 
maintain during the entire term of this Agreement insurance policies with 
minimum limits of coverage, all as set forth on Exhibit B which is made a 
part hereof by reference.

(b)  Such insurance shall also name High Plains as an additional insured.

15.  ASSIGNMENT AND SUBLEASING: Neither party may assign its rights and 
obligations under without the consent of the non-assigning party, which 
consent shall not be unreasonably withheld. 

16.  TERMINATION AND DAMAGES:

(a)  High Plains and EPCO may terminate this Agreement or any provision 
herein by mutual consent upon such terms as they may agree in writing.

(b)  If either party breaches any provision of this Agreement, the 
nonbreaching party shall provide the breaching party with written notice 
of the alleged breach. The notice of alleged breach shall sufficiently 
describe the conduct which constitutes the alleged breach, the 
nonbreaching party's expectation of remedial action to be taken by the 
breaching party, the alleged damages suffered by the nonbreaching party 
and the time, which shall not be less than thirty (30) days, within which 
the breach must be cured. If the breaching party fails to cure the breach 
within the time specified in the notice of alleged breach; the non-
breaching party may terminate this Agreement.

(c) If High Plains sells High Plains' Facility, EPCO may, at its sole 
discretion, terminate this Agreement without penalty assessed to EPCO.


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(d) If EPCO fails to have completed, or made substantial progress toward
completion and beginning of operation of the plant on or before May 
31, 1998, High Plains may terminate this agreement.

(e) If the CO2 Purchase and Sale Agreement of even date herewith is
terminated for any reason, then this lease shall also be considered 
terminated.


17.  FORCE MAJEURE:

(a)  Neither party shall be liable for failure to perform or for delay in 
performing this Agreement, where such failure or delay is occasioned by 
(i) fire, explosion, breakdown of plant, failure of machinery, strike, 
lock-out, labor dispute, casualty or accident; (ii) storm, flood or 
drought;  (iii) lack or failure in whole or in part of the sources of 
supply, labor, raw materials, or power, or other utilities; (iv) acts of 
God or of the public enemy, war, riots, police action, or civil commotion; 
or (v) any law regulation, ordinance, demand, judgment, injunction, 
arbitral award, or other requirement or regulation of any government or 
governmental agency or instrumentality; (vi) any other act, whatsoever, 
whether similar or dissimilar to those above-enumerated, beyond the 
reasonable control of the party suffering such event of force majeure.  
The party asserting that an event of force majeure has occurred shall send 
the other party notice thereof by cable, telecopy or telex no later than 
fourteen (14) days after the beginning of such claimed event, setting 
forth a description of the event of force majeure, an estimate of its 
effect upon the party's ability to perform its obligations under this 
Agreement, and the duration thereof. The notice shall be supplemented by 
such other information or documentation as the party receiving the notice 
may reasonably request.  As soon as possible after the cessation of any 
event of force majeure, the party which asserted such event shall give the 
other party written notice of such cessation. Whenever possible, each 
party shall give the other party notice of any threatened or impending 
event of force majeure, and the parties shall use all reasonable efforts 
to minimize the duration of any event of force majeure.

(b)  It is agreed that if High Plains' Facility or EPCO's Liquefaction
Plant is destroyed by some force beyond their control, neither shall be 
required to rebuild its facility, and this Agreement will be canceled 
without penalty to either party.

18.  EMINENT DOMAIN: EPCO agrees that if the Property, or any part thereof,
shall be taken or condemned for public or quasipublic use or purpose by any
competent authority, EPCO shall have no claim against High Plains and 
shall not have any claim or right to any portion of the amount that may be 
awarded to High Plains as damages or paid as a result of any such 
condemnation. In the event that the Property or any substantial part 
thereof shall be taken or condemned by an governmental authority, then 
this Agreement shall terminate on the date on which EPCO is forced by such 
taking to cease carrying on the operation of EPCO's Liquefaction Plant.

19.  LEASE SUBORDINATION:

(a)  This lease shall at all times be subject, subordinate, and inferior 
to a first mortgage, if any, that may be placed on the land owned by High 
Plains; and the recording of such mortgage shall be deemed prior to this 
lease, irrespective of the recording date of such mortgage, and EPCO will, 
upon demand, without cost, execute any instrument necessary to effectuate 
such subordination, and if EPCO, within five (5) days after submission of 
such instrument fails to execute the same, High Plains is hereby 
authorized to execute same as attorney-in-fact for EPCO.


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(b)  It is a condition, however, to the foregoing subordination that so 
long as EPCO shall faithfully discharge the obligations on its part to be 
kept and performed under the terms of this lease, its tenancy will not be 
disturbed nor this lease affected by any default under such mortgage or 
mortgages; and in the event of foreclosure, or any enforcement of such 
mortgage, the right of EPCO hereunder shall expressly survive and not be 
cut off, and this lease shall, in all respects, continue in full force and 
effect, provided always, however, that EPCO fully performs all of its 
obligations hereunder.

20.  EASEMENTS AND RESTRICTIONS OF RECORD: This lease is subject to all
statutes, ordinances, and regulations, including, without limitation, those
relating to zoning now or hereafter applicable to the Property, and to all 
covenants, easements, reservations, and restrictions of record applicable 
to the Property. High Plains agrees to provide EPCO with a survey which 
discloses easements and restrictions of record.

21.  ENTIRE AGREEMENT: This Agreement comprises the entire agreement between
the parties and there are no oral promises, representations, or other 
warranties affecting it. No amendment or modifications of any of the terms 
and provisions of this Agreement shall be binding upon either High Plains 
or EPCO unless the same be expressed in writing and signed by both 
parties.

22.  MISCELLANEOUS:

(a)  Headings are for reference only and do not affect the meaning of any 
paragraph. Any provision of this Agreement which is prohibited or 
unenforceable in any jurisdiction shall, as to such jurisdiction, be 
ineffective to the extent of such prohibition or unenforceability without 
invalidating the remaining provisions hereof, and any such prohibition or 
unenforceability in any jurisdiction shall not invalidate or render 
unenforceable such provision in any other jurisdiction.

(b)  Nothing herein shall be construed to create a partnership, joint 
venture, or agency relationship between the parties hereto. Neither party 
shall have the authority to enter into agreements of any kind on behalf of 
the other, nor shall either party have the power or authority to bind or 
obligate the other in any manner to any third party.

(c)  The failure of either party at any time to require performance by the 
other party of any provision of this Agreement shall in no way affect the 
right of such party to require performance of that provision. Any waiver 
by either party of any breach or any provision of this Agreement shall not 
be construed as a waiver of any continuing or succeeding breach of such 
provision, a waiver of the provision itself, or a waiver of any right 
under this Agreement.

23.  CHOICE OF LAWS: This Agreement shall in all respects be governed by and
construed in accordance with the laws of the State of Nebraska.


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24.  NOTICES: Notices and other communications between the parties hereto shall
be in writing (by mail, telex, telecopy or telegraph unless a particular 
mode is specified herein), postage or transmission costs prepaid, and 
shall be addressed to the parties hereto at the addresses set forth below:

To High Plains:    High Plains Corporation
                   200 West Douglas, Suite 820
                   Wichita, Kansas 67202

To EPCO:           EPCO Carbon Dioxide Products, Inc.
                   1500 Lamy Lane
                   Monroe, Louisiana  71201

All such Notices and communications shall be deemed effective on (i) the 
date of transmission, if sent by telecopy or if sent by telex, with confirmed
answer back, or (ii) the date that is five (5) calendar days after the date on
which deposited or sent, if sent by mail or telegraph. Each party hereto may 
change its address for purposes hereof by Notice given to the other party in
the manner prescribed herein.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be 
duly executed, this 6th day of November, 1997.


HIGH PLAINS CORPORATION                   EPCO CARBON DIOXIDE PRODUCTS, INC.


By: /s/Christopher G. Standlee            By: /s/Eric P. Wiesemann
Title: Vice President                     Title: President


Attest: /s/H.T. Ritchie                   Attest: /s/Emmett W. Averett