EMPLOYMENT AGREEMENT


  THIS AGREEMENT, made and entered into effective as of the 31st day of 
March, 1998, by and between High Plains Corporation, a Kansas corporation 
("Company") and Gary R. Smith ("Employee").


WITNESSETH:

  WHEREAS, Company wishes to assure itself of Employee's full-time employment
during the term specified herein; and 

  WHEREAS, the Employee is prepared to enter into this Agreement with Company
and to give Company the assurances it desires.

  NOW, THEREFORE, in consideration of the premises and their mutual 
covenants, the parties agree as follows:

1.  Nature and Capacity of Employment.  The Company hereby employs the 
Employee, and the Employee hereby accepts employment with the Company as its
Chief Executive Officer (CEO).

  (a)  Employee will render exclusive and full-time services to the Company 
and its subsidiaries (any later reference to Company shall be deemed to 
include subsidiaries, of which Employee shall act as President and/or CEO).  
In his capacity as Chief Executive Officer he will be responsible for 
management of the Company as described in the Bylaws of the Company to the 
extent not inconsistent with the provisions of Paragraph 1(b) hereof.  
Employee will report to the Board of Directors and (in addition to his other 
responsibilities) will be responsible for implementing all orders and 
resolutions of the Board of Directors, for the conduct of the business of the
Company, and the compliance with all federal and state laws, rules and 
regulations.  Employee acknowledges that the Board of Directors shall have 
final authority in matter affecting the interests of the Company.

  (b)  Employee shall have responsibility and authority to make routine 
operational decisions on behalf of the Company, and to act on behalf of the 
Company in implementation of the budget, and in furtherance of the goals and 
directions as approved or  set forth by the Board of Directors from time to 
time.


2.  Term.  Subject to earlier termination in accordance with this Agreement, 
Employee's employment shall be for a three-year period commencing this date 
and ending on March 30, 2001 ("Employment Period").


<PAGE>


3.  Compensation.  As compensation for all of the Employee's services under 
this Agreement, the Company agrees to pay Employee, and Employee agrees to 
accept:

  (a)  Base Salary.  A base salary of: (i) One Hundred Eighty Thousand 
Dollars ($180,000.00) per annum for months 1-12; (ii) Two Hundred Thousand 
Dollars ($200,000.00) per annum for months 13-24; and (iii) Two Hundred 
Twenty-five Thousand Dollars ($225,000.00) per annum for months 25-36.  The 
Base salary set forth above is hereinafter referred to as the "Base Salary."  
The Base Salary shall be payable in accordance with the Company's standard 
payroll practices.  

  (b)  Bonus.  In addition to the Base Salary for each year or part thereof 
that the Employee is employed by the Company, the Employee may be paid a 
bonus (the "Bonus") in such amount as may be determined by the Board of 
Directors in its discretion.

  (c)  Benefits.

(i)  Expenses.  The Company shall reimburse the Employee for any ordinary, 
necessary and reasonable business expenses that the Employee incurs in 
connection with the performance of his responsibilities under this Agreement,
including entertainment and travel expenses provided, however, that the 
Employee provide the Company documentation for these expenses in a form 
sufficient to sustain the Company's deduction for these expenses under 
Section 162 of the Internal Revenue Code of 1986, or any successor statute, 
and, provided further, that the Employee abides by all policies of the 
Company regarding such business expenses.

(ii)  Medical, Life and Disability Insurance.  The Company shall provide the 
Employee with the medical, life and disability insurance currently provided 
to all other employees of the Company similarly situated.

(iii) Membership in a Wichita, Kansas Country Club.        
On or after May 1, 1999, the Company shall pay the initiation fees incurred 
by the Employee at a Wichita, Kansas country club, which the Employee elects 
to join in the promotion of, or in the furtherance of, the Company's 
business.  Appropriate expenses incurred for the Company's business purposes, 
properly documented by Employee as described in subparagraph (i) above, shall 
also be reimbursed.  Further, Company shall reimburse Employee for his 
monthly dues at said club.

(iv)  Vacation.  Employee shall be entitled to a vacation period of three (3) 
weeks each year.

(v)  401K Plan.  Employee will participate in the Company's existing 401K 
Plan in accordance with the terms and conditions of the plan.


<PAGE>


(vi)  Benefit Changes.  No reference in this Agreement to any policy or any 
employee benefit (under this Paragraph 3 (c)) established or maintained by 
the Company or its affiliate generally shall preclude the Company or such 
affiliate from changing that policy or amending or terminating that benefit 
if the amendment or termination applied to the other employees of the Company 
similarly situated.

(vii) Other Plans.  The Company agrees that nothing contained herein is
intended to or shall be deemed to be granted to Employee in lieu of any
rights and privileges which Employee may be entitled 
to as an Employee of the Company under any other plans which may hereafter be 
adopted (which benefits all Employees), it being understood that Employee 
shall have the same rights and privileges to participate in such plans or 
benefits as any other employee similarly situated.

(viii) Relocation and Temporary Living Expenses. 
The Company shall reimburse Employee for reasonable and customary relocation 
expenses incurred in connection with the changing of Employee's primary 
residence to Wichita, Kansas.  These costs shall be defined as:  actual 
expenses incurred for moving household goods of Employee and his family; real 
estate commissions incurred in connection with the sale of Employee's current 
Ohio residence; closing costs (excluding real estate commissions) on the 
purchase of a Wichita, Kansas residence by Employee; Employee's temporary 
housing expenses in Wichita during the transitional period; and expenses 
incurred for reasonable travel between Wichita and Ohio during this 
transitional period.  However, the parties agree that the temporary living 
portion of expense reimbursement to Employee (pursuant to this section 3viii) 
shall not exceed $20,000.  

(ix)  Vehicle.  The Company shall provide Employee with a vehicle suitable to 
his position for his use during the term of this Agreement.

(d)  Upon approval of Employee's employment by Company's Board of Directors, 
the Company shall grant to Employee options to acquire 25,000 shares of the 
Company's common stock at an exercise price equal to the closing market price 
reported on April 6, 1998 (the date of Board approval of employment).  Such 
options shall be granted as Incentive Stock Options pursuant to the Company's 
1992 Stock Option Plan, and an Option Agreement pursuant to said plan shall 
be entered into between Employee and the Company simultaneously with the 
execution of this Agreement.  Conditioned upon Employee remaining employed by 
the Company, the Company shall grant to Employee additional Incentive Stock 
Options to acquire 15,000 shares of the Company's common stock each on 
December 31, 1998, and again on December 31, 1999.  Conditioned upon the 
execution of a new employment agreement agreeable to both The Company and 
Employee which extends his employment for at least 12 months beyond April 1, 
2001, Company shall grant to Employee options to acquire an additional 15,000 
shares of The Company's common stock at an exercise price equal to the 
closing market price reported on December 31, 2000.  Such options shall all 
be granted as Incentive Stock Options pursuant to the Company's 1992 Stock 
Option Plan.  In the event any grant date shall occur on a weekend or 
holiday, the grant and pricing of options shall occur on the following 
business day.


<PAGE>


4.  Termination.  This Agreement may not be terminated prior to the end of 
its term except as follows:

(a)  By Company for Cause.  The Company may terminate this Agreement for 
cause upon Employee's material breach of this Agreement.  Except as to 
subparagraphs (iv) and (vi) below, where the ability to cure is not allowed, 
the Company shall give Employee thirty (30) days' advance written notice of 
such termination, which notice shall describe in detail the acts or omissions 
which the Company believes constitute such breach; provided that such 
termination shall not take effect if Employee is able to cure such breach 
within thirty (30) days following delivery of such notice.  Any failure to 
give notice shall not be deemed an approval by the Company of any conduct or 
a waiver by the Company of any of its rights.  Acts or omissions which 
constitute material breach of this Agreement shall be limited strictly to the 
following:

(i)  Any material breach by Employee of his obligations under this Agreement.

(ii)  Willful failure of Employee to perform duties assigned to him by the 
Board of Directors.

(iii) Willful failure of Employee to cease any other
Activity which materially conflicts with the
interests of the Company or materially and
adversely affects the performance of his duties.

(iv)  Employee commits any fraud, theft or embezzlement of the Company's 
assets, any other act of dishonesty against the Company (or its affiliates), 
or any crime which is punishable as a felony.

(v)  Employee's habitual insobriety or use of controlled substances.

(b)  Death.  This Agreement shall terminate upon Employee's death.

(c)  Disability.  This Agreement shall terminate upon Employee's Total 
disability as determined under Paragraph 5.

5.  Termination Payment.

(a)  Death.  In the event that this Agreement is terminated due to the death 
of the Employee, the Employee's Base Salary shall cease as of the end of the 
month in which his death occurred and in lieu of all other compensation due 
the Employee hereunder the Employee or his representatives shall be paid (i) 
the compensation due the Employee under the Bonus Plan for the year in which 
his death occurred, pro-rated to the date of his death; (ii) accrued but 
unpaid vacation pay for the year in which the Employee died pro-rated to the 
date of the Employee's death; and (iii) any unpaid expense reimbursement.


<PAGE>


(b)  Total Disability.  As used herein, the term "Total Disability" shall 
mean the inability of the Employee to substantially perform the duties of his 
employment hereunder by reason of any medically determinable physical or 
mental impairment which can be expected to result in death or which has 
lasted or can be expected to last for a continuous period of not less than 
six (6) months.  The determination of the Employee's Total Disability shall 
be made by the Board and an examining physician acceptable to the Company and 
the Employee.  If the Employee and the Company cannot agree as to a physician 
or if the Employee is unable to select a physician, then a physician shall be 
designated by the American Arbitration Association office nearest Wichita, 
Kansas.  In the event that this Agreement is terminated due to Total 
Disability, the Employee shall be paid in lieu of all other compensation (i) 
the Base Salary, as adjusted, due Employee to the date it was determined that 
Employee became totally disabled, (ii) the compensation due the Employee 
under the Bonus Plan for the year in which such Total Disability occurred 
pro-rated to the date that the Employee was terminated, (iii) accrued by 
unpaid vacation pay for the Employee for the year in which the Employee 
became Totally Disabled pro-rated to the date that the Employee was 
terminated, and (iv) any unreimbursed expenses.  Upon such Total Disability, 
the Company shall have the right to terminate any insurance that it has owned 
and maintained on the life of the Employee provided, however, that if the 
Company  elects to maintain such insurance, the proceeds thereof shall be the 
sole property of the Company.

(c)  Termination by Company for Cause.  If Employee is terminated under the 
terms of this Agreement, the Company shall be relieved of all obligations and 
liabilities to Employee under this Agreement effective the date written 
notice has been given to Employee pursuant to Paragraph 4(a) provided that 
Employee has not cured said breach pursuant to said paragraph.

However, payments owing Employee under any Profit Sharing Plan shall still be 
payable to Employee by Company in accordance with the terms and conditions of 
the specific plan.

6.  Covenants of Employee.  Employee agrees to comply with the provisions of 
this Paragraph 6 during the term of this Agreement and for one (1) full year 
after the expiration or termination thereof.

(a)  Assistance in Litigation.  Employee agrees that he shall, upon 
reasonable notice furnish such information and proper assistance to Company 
as may be required in connection with any litigation in which it or any of 
its subsidiaries or affiliates is, or may become, a party.

(b)  Confidential Information.  Employee agrees that he shall not, to the 
detriment of the Company, knowingly disclose or reveal to any unauthorized 
person any trade secret or other confidential information relating to the 
company, its subsidiaries or affiliates, or to any business operated by them' 
including, without limitation, confidential customer information, sales and 
marketing strategies, process information, or other similar confidential 
information, and Employee confirms that such information constitutes the 
exclusive property of the Company.


<PAGE>


(c)  Conflicts of Interest.  During the Employment Period, including any 
Extension Period, the Employee shall not, directly or indirectly, own, 
manage, operate, join, control or participate in the ownership, management, 
operation or control of, or be connected in any manner with any business, 
whether in corporate, partnership or proprietorship form, that provides any 
service or product in competition with any service or product provided by the 
Company or any of its subsidiaries from time to time without prior approval 
of the Board, provided, however, that the Employee may acquire up to one 
percent (1%) of the debt or equity securities of any corporation or other 
entity, if such debt or equity securities are traded on a national or 
regional securities exchange or quoted on the NASDAQ system.

(d)  Proprietary Information.  During or after the Employment Period, 
including any Extension-Period, the Employee shall not disclose any 
Proprietary Information of the Company or its subsidiaries or affiliates to 
any person not authorized by the Company's or such subsidiary's or 
affiliates' Board, as the case may be, to receive the information, nor shall 
the Employee make use of any Proprietary Information for his own purposes or 
for the benefit of any person, firm, corporation or other entity except the 
Company.  Proprietary Information of the Company, its subsidiaries and 
affiliates includes, but is not limited to, trade secrets and other 
confidential information, development projects, customer lists, billing and 
other customer information, pricing, process, product and market information, 
marketing strategies, computer programs, financial data and any other 
information about the Company, its subsidiaries and affiliates and their 
interests, affairs or business which is not in the public domain.  Upon the 
termination of his employment hereunder, the Employee shall deliver to the 
Company and its subsidiaries all correspondence, mailing lists, letters, 
records and any and all other documents pertaining to or containing 
information relative to the Company's business, and the Company shall not 
remove any of such records either during the course of his employment or upon 
the termination thereof.

(e)  Inventions, Designs, Etc. Employee agrees that all inventions, 
discoveries, designs, product developments, patent applications, computer 
software, copyrightable material and any similar property developed or 
conceived by the Employee during the Employment Period, including any 
Extension Period, either solely or jointly with others, and relating to, or 
capable of being used or adopted for use in, the business of the Company, or 
developed or conceived by the Employee in the course of duties for the 
Company, shall inure to and be the property of the Company and must be 
promptly disclosed to the Company.  The Employee agrees that both during the 
Employment Period, including any Extension Period, and thereafter the 
Employee will execute such documents and do such things as the Company 
reasonably may request to enable the company or its nominee (i) to apply for 
patent, registered design, trademark, copyright or equivalent protection in 
the United States, Canada and elsewhere for any invention, discovery, design 
or product development hereinabove referred to in this subparagraph (e), or 
(ii) to be vested with exclusive title, free and clear of any liens or 
encumbrance, to any such inventions, discoveries, designs, product 
developments, patents, registered designs or equivalent rights, computer 
software, tradenames, trademarks and copyrights and any similar property of 
the Employee.


<PAGE>


This paragraph does not apply to an invention for which no equipment, 
supplies, facility or trade secret information of the Company was used and 
which was developed entirely on the Employee's own time and (1) which does 
not relate (a) directly to the business of the company or (b) to the 
Company's actual or demonstrably anticipated research or development, or (2) 
which does not result from any work performed by the Employee for the 
Company.

(f)  Covenants Not to Compete, Etc.  The Employee agrees that for a period of 
two (2) years after the termination of his Employment (the "Termination 
Date"), for whatever reason, neither he nor any entity with which the 
Employee is affiliated anywhere in the United States (the "Territory") will, 
directly or indirectly, own, manage, operate, join, control, be employed by 
or participate in the ownership, management, operation or control of, or be 
connected in any manner with, any business whether in corporate, 
proprietorship or partnership form or otherwise, as more than ten percent 
(10%) owner in such business, or member of a group controlling such business, 
where such business is engaged in any activity which competes with the 
business of the company, as conducted on the Termination Date or which will 
Compete with any proposed business activity of the Company in the Planning
stage on the Termination Date.  From the date of this Agreement until the
second anniversary of the Termination Date, neither the Employee nor any
entity with which the Employee is affiliated shall solicit within the
Territory business from, or perform services for, except on behalf of the
Company, any company or other business entity which at any time during such
period was a client of the Company (including, without limitation, any lessee,
vendor, supplier or lender of or to the Company), except on behalf of the
Company.  Neither the Employee nor any entity with which the Employee is
affiliated shall within the Territory, at any time within three (3) years from
the Termination date, provide employment, either on a full-time, part-time or
consulting basis, to any person who is employed by the Company on the
Termination Date, unless the Employee shall have received the prior written
consent of the Company to do so, in which written permission the name of the
person to be employed following the Termination Date by the Employee or by
any entity with which the Employee is affiliated is specifically identified.
As used herein, the term "entity with which the Employee is affiliated" shall
include, without limitation, the Employee's spouse and any other member of
his immediate family.

Notwithstanding the preceding, in the event that the Employer terminates this 
Agreement without cause or the Employee terminates this Agreement with cause, 
the provisions of this paragraph shall only continue for the period of time 
that the Employee is paid his Base Salary.  In the event that the provisions 
of this subparagraph (f) should ever be judicially determined to exceed the 
limitations permitted by applicable law, than the parties hereto agree that 
such provision shall be reformed to set forth the maximum limitations 
permitted.


<PAGE>


(g)  Secrecy.  The Employee agrees that he shall hold in strict confidence 
and shall not disclose to any third person any of the terms or provisions of 
his employment arrangements with the Company, except to the extent required 
by applicable law.

Injunctive Relief.  The parties hereto specifically acknowledge and agree 
that the remedy at law for any breach of the provisions of this Paragraph 6 
will be inadequate and that the Company, in addition to any other relief 
available to it, shall be entitled to temporary and permanent injunctive 
relief upon application by the Company to any arbitrator or directly to any 
court, without the necessity of proving actual damages.

7.  Miscellaneous.

(a)  Successors and Assigns.  This Agreement is binding on and inures to the 
benefit of the Company's successors and assigns, all of which are included in 
the term "Company" as it is used in the Agreement.  The Company may assign 
this Agreement only in connection with a merger, consolidation, assignment, 
sale or other disposition of substantially all of its assets or business.  
This Agreement will be deemed materially breached by the Company if its 
successor or assign does not assume all of the company's obligations under 
this Agreement.

(b)  Modification.  This Agreement may be modified or amended only by a 
writing signed by both the Company and the Employee.

(c)  Construction.  Wherever possible, each provision of this Agreement will 
be interpreted so that it is valid under the applicable law.  If any 
provision of this Agreement is to any extent invalid under the applicable 
law, the remainder of that provision will still be effective to the extent it 
remains valid.  The remainder of this Agreement also will continue to be 
valid, and the entire Agreement will continue to be valid in other 
jurisdictions.

(d)  Waivers.  No failure or delay by either the Company or the Employee in 
exercising any right or remedy under this Agreement will waive any provision 
of this Agreement, nor will any single or partial exercise by either the 
Company or the Employee of any right or remedy under this Agreement preclude 
either of them from otherwise or further exercising these rights or remedies, 
or any other rights or remedies granted by any law or any related document.

(e)  Captions.  The headings in this Agreement are for convenience only and 
do not affect the interpretation of this Agreement.

(f)  Entire Agreement.  This Agreement supersedes all previous and 
contemporaneous oral negotiations, commitments, writings and understandings 
between the parties concerning the matters in this Agreement.


<PAGE>


(g)  Notices.  All notices and other communications required or permitted 
under this Agreement shall be in writing and either hand delivered, or sent 
by registered first class mail, postage prepaid, and shall be effective upon 
receipt in the event of hand delivery, or five (5) days after mailing to the 
addresses stated below, or to such other addresses as may be furnished in 
writing from time to time by the party to be served:

    If to the Company:  High Plains Corporation
                        200 W. Douglas, Suite 820
                        Wichita, Kansas  67202
                        ATTN:  Christopher G. Standlee

    If to the Employee:  Gary R. Smith
                         2638 Radford Avenue
                         North Canton, Ohio  44720

    With a copy to:  Gary R. Smith
                     7627 E. 37th St. North, #1402
                     Wichita, Kansas 67226

  IN WITNESS WHEREOF, Company and Employee have executed this Agreement as of 
the date first above written.


  COMPANY:                                 EMPLOYEE:

  HIGH PLAINS CORPORATION             


  By: /s/Christoper G. Standlee           _________________________
      Vice President                      /s/Gary R. Smith



  ATTEST:


  ____________________________
  /s/H.T. Ritchie, Secretary