Exhibt 10-14

                               AGREEMENT

  This Agreement is made this 11th day of April, 1997 by and 
between High Plains Corporation (High Plains or HPC), a Kansas 
corporation, and Stanley E. Larson (Larson), an individual 
resident of Tucson, Arizona.

  Whereas, Larson is currently the President and Chairman of the 
Board of High Plains pursuant to that certain Employment Agreement 
dated April 1, 1995; and,

  Whereas, Larson and the Board of Directors of High Plains have 
reached an agreement pursuant to which Larson will resign as an 
officer and director, and agree to the termination of his 
Employment Contract, in return for the consideration set forth 
herein.

  Therefore, in consideration of the mutual covenants and 
conditions set forth herein, the parties agree as follows:

  1.  By his signature below, Larson hereby resigns, effective 
immediately, his positions as an officer, board member, and 
Chairman of the Board, of High Plains.  Larson further agrees that 
his Employment Contract with High Plains is terminated, 
effectively immediately; that neither he nor High Plains shall be 
under any further obligation to each other pursuant to the terms 
of said Employment Contract except for the provisions of 
paragraphs 9, 10, 11, 12, and 13, which specifically survive the 
termination of that contract, and which the parties agree shall be 
effective and in force until July 1, 2000; and that each party 
hereby waives any and all claims against the other arising out of 
the Employment Contract, the employment relationship, or the 
termination thereof.

  2.  Larson agrees to terminate the Vehicle Lease Agreement dated 
May 29, 1996 with High Plains in accordance with its terms, by 
paying to High Plains the sum of $24,048, representing the 
unearned portion of the lease prepayment made on the vehicle by 
High Plains.  Upon receipt of this amount, High Plains will 
release to Larson any right title or interest it may have in the 
vehicle covered by said lease.

  3.  Larson agrees to immediately surrender for cancellation 
388,761 options to purchase common stock of High Plains previously 
granted to him by the company.  He may retain the 10,000 options 
that were granted on May 8, 1996 with an exercise price of $3.50, 
under the terms of the High Plains Corporation Stock Option Plan, 
and the Stock Option Agreement, which require these options to be 
exercised within 90 days of termination of employment, or they 
will expire.  The parties acknowledge that the options previously 
issued to Larson pursuant to the High Plains Corporation Employee 
Stock Purchase Plan (ESPP) were exercised by Larson on April 10, 
1997.


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  4.  In consideration of the termination of Larson's employment 
contract, High Plains agrees to pay to Larson an amount equal to 
the payments High Plains would have made for bonus payments 
(pursuant to paragraph 5(b) of the Employment Contract) over the 
remaining term of the contract (expiring July 1, 2000), even 
though Larson will no longer be an employee of High Plains.  
Larson specifically waives any additional benefits which would 
have been due and payable under the Employment Contract, except as 
otherwise specifically set forth below.  Payments shall be made 
quarterly for these bonus amounts, in accordance with the payment 
terms which were set forth in the contract.  Additionaly, High 
Plains agrees to grant to Larson the following options to purchase 
High Plains' common stock:

  14,000 non-qualified options to be granted on August 1, 1997, 
  under the terms of the company's 1992 Stock Option Plan, at 
  an exercise price equal to one-half of the lowest closing 
  price achieved by the company's stock between May 1, 1997 and 
  August 1, 1997 (in replacement of the options Larson would 
  have received under the ESPP if he were still an employee as 
  of August 1, 1997).  These options will terminate if not 
  exercised on or before April 10, 2001, or in the event of 
  Larson's death prior to that time, within 12 months after the 
  date of his death, but not later than April 10, 2001.

  5.  The parties further agree to enter into a consulting 
arrangement whereby Larson will consult for High Plains on an as 
needed basis at the request of High Plains and in the areas of his 
expertise.  The parties currently contemplate these services to 
include areas such as legislative initiatives, public relations, 
and assistance in reviewing and evaluating merger and acquisition 
opportunities.  Larson also agrees to cooperate with High Plains 
in the prosecution or defense of pending or future litigation 
involving the company.  This consulting agreement shall continue 
until July 1, 2000, and Larson agrees to use his best efforts to 
make himself available to perform these services as reasonably 
requested by High Plains.  However, both parties agree that Larson 
is no longer an employee of High Plains, and that his status as a 
consultant will be on individual matters specifically requested by 
the High Plains Corporation Board of Directors.  Larson shall have 
no authority to contract on behalf of High Plains, or to commit 
High Plains to any obligation or agreement, but only to advise the 
Board regarding requested matters.  Any expenses incurred by 
Larson in this consulting capacity on requested matters shall be 
subject to reimbursement by High Plains.

  6.  In consideration of this consulting agreement High Plains 
agrees to pay to Larson payments equal to those that High Plains 
would have made as salary pursuant to paragraph 5(a) of the 
Employment Contract over the remaining term of the contract 
(expiring July 1, 2000).  These payments shall be made at least 
monthly, however, the parties agree that these salary amounts may



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be prepaid at any time if High Plains determines in its discretion 
that it can do so without impairing its cash flow requirements.  
In the event of either the termination of this consulting 
agreement or the death of Larson prior to full payment of the 
amounts due under this paragraph 6, the amounts payable in 
replacement of the salary portion of the Employment Contract shall 
continue to be paid to Larson or his estate until paid in full, 
but all other payments or benefits provided for in this paragraph 
6 shall terminate immediately.  Any options already granted shall 
be retained by Larson, but no additional options shall be granted 
after Larson's death or termination of the Consulting Agreement.  
The consulting agreement may be terminated at any time by Larson 
upon written notice to High Plains, and shall be considered 
terminated automatically upon Larson's death.  As additional 
consideration for the services to be provided by Larson pursuant 
to this consulting agreement, High Plains agrees to grant to 
Larson the following options to purchase High Plains common stock:

  a.  50,000 non-qualified options to be granted on April 11, 
      1997, under the terms of the company's 1992 Stock 
      Option Plan, at an exercise price equal to the closing 
      price of the stock on April 11, 1997.

  b.  50,000 non-qualified options to be granted on April 11, 
      1998, under the terms of the company's 1992 Stock 
      Option Plan, at an exercise price equal to the closing 
      price of the stock on April 13, 1998.

  c.  50,000 non-qualified options to be granted on April 11, 
      1999, under the terms of the company's 1992 Stock 
      Option Plan, at an exercise price equal to the closing 
      price of the stock on April 12, 1999.

All of these options shall expire if not exercised on or before 
the earlier of either April 10, 2001, or 12 months following the 
termination of the consulting agreement as described above. 

    In witness whereof, the parties have executed this agreement 
as of the day and year first written above.

HIGH PLAINS CORPORATION                           LARSON


By_s/H.T. Ritchie____________                     s/Stanley E. Larson______
  H.T. Ritchie                                    Stanley E. Larson
  Chairman, 
  Compensation Committee