SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C.  20549

                                 FORM 10-K

                      For Annual and Transition Reports
                   Pursuant to Sections 13 or 15(d) of the
                       Securities Exchange Act of 1934


(Mark One)

[ X ]  Annual report pursuant to Section 13 or 15(d) of the Securities
       Exchange Act of 1934 (No Fee Required).  For the fiscal year ended
       June 30, 2001 or

[   ]  Transition report pursuant to Section 13 or 15(d) of the Securities
       Exchange Act of 1934 (No Fee Required).  For the transition period
       from      to      .

Commission File No.  1-8680

                           HIGH PLAINS CORPORATION
             (Exact name of registrant as specified in its charter)


Kansas                                                             48-0901658
(State or other jurisdiction of incorporation                (I.R.S. Employer
or organization)                                          Identification No.)


                200 W. Douglas, Suite #820, Wichita, Kansas  67202
               (Address and zip code of principal executive offices)

                                 (316) 269-4310
                (Registrant's telephone number, including area code)

Securities Registered Pursuant to Section 12 (b) of the Act:

                                     NONE

Securities Registered Pursuant to Section 12 (g) of the Act:

                        Common Stock, $0.10 par value
                               (Title of Class)

Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding twelve (12) months (or for such shorter period that
the Registrant was required to file such reports), and (2) has been subject
to such filing requirements for the past ninety (90) days.

                               YES  X      NO

Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to
the best of the Registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K [   ].


<PAGE>


As of August 31, 2001, there were 16,393,890 outstanding shares of common
stock of the Registrant.  As of August 31, 2001, the aggregate market value
of voting stock of High Plains Corporation held by non-affiliates was
approximately $72,389,871, based on the last trade transacted on August 31,
2001.

                    Documents Incorporated by Reference:

Portions of the Registrant's definitive Proxy Statement for the 2001 Annual
Meeting of Stockholders (the "Proxy Statement"), which is anticipated to be
filed with the Securities and Exchange Commission within 120 days after the
end of the Registrant's fiscal year end, are incorporated by reference in
Part III.

Part I

Item 1

GENERAL DESCRIPTION OF BUSINESS

High Plains Corporation, a Kansas corporation (the "Company") is engaged in
the production and sale of fuel grade and industrial grade ethanol.  Fuel
grade ethanol is the Company's primary product accounting for the majority of
the Company's revenue.  The Company, in recent years, has developed an
industrial grade ethanol customer base capable of consuming its existing
industrial grade ethanol production capacity.

The Company also markets other ethanol producers' product and offers
technical consulting services to other ethanol producers.

In addition, the Company sells distiller's grain solubles (DDGS), both wet
and dry and carbon dioxide.  Carbon dioxide and DDGS are the two recoverable
by-products of ethanol fermentation process.

Founded in 1980, the Company believes it is currently the seventh largest
ethanol producer in the United States.  The Company built its first plant in
1982, located in Colwich, Kansas.  In 1994, the construction of the Company's
second facility was completed in York, Nebraska.  In December 1997, the
Company finalized negotiations with Giant Industries, Inc. to purchase a
previously closed plant in Portales, New Mexico.  The Company re-opened the
Portales, New Mexico plant and began production in February 1998.

In May 2000, the Company entered into a contract to sell the Portales, New
Mexico facility.  The purchaser could not meet all the conditions of the
sales contract by May 31, 2001, consequently the purchase contract expired.
The Portales, New Mexico facility generated operating profits of  $1.7
million before allocated interest and selling, general, and administrative
expenses for the fiscal year ended June 30, 2001.  The Company intends to
operate the Portales, New Mexico facility for the foreseeable future.

<TABLE>
<CAPTION>
NARRATIVE DESCRIPTION OF BUSINESS

For the Years Ended June 30,          2001         2000        1999
(In Millions)
<S>                                 <C>          <C>          <C>
Ethanol and incentive revenues      $   99.7     $   80.1     $  71.2
Ethanol marketing                       31.7         11.4         8.6
By-products and other sales             19.1         17.0        16.9
Net sales and revenues              $  150.5     $  108.5     $  96.7

</TABLE>

<PAGE>


Principal Products

The Company's principal product, fuel grade ethanol, is sold for blending
with gasoline as a motor fuel.  The market for this product is affected by,
among other things, the Federal excise tax incentive program.  This program,
which is scheduled to expire September 2007, allows gasoline distributors who
blend ethanol with gasoline to receive a federal excise tax rate reduction
for each blended gallon for which they sell.  Under the program, the current
tax rate reduction equals $.053 per blended gallon which contains 10% or more
ethanol by volume.  However, the tax rate reduction decreases to $.052 and
$.051 in 2003 and 2005, respectively.

Fuel grade ethanol prices traditionally have varied directly with the
wholesale price of gasoline.  However fuel grade ethanol typically sells for
a higher price per gallon than wholesale gasoline because of the
aforementioned excise tax incentives.  Historically, fuel grade ethanol
prices have also reflected a premium due to the oxygenate and octane
enhancing properties of this motor fuel additive.

Since July 1997, the York, Nebraska facility has had the ability to further
refine a portion of its ethanol production for sale to markets such as the
industrial grade ethanol market and the food and beverage markets.  The
Company's product is primarily used as a chemical intermediate or solvent,
but it also is used in the manufacturing of cosmetics, perfumes, paint
thinner and vinegar.  Management has elected to limit its industrial grade
sales volume to approximately 1.0 million gallons per month in fiscal 2002.
Limiting industrial sales volume will allow the Company to take advantage of
the United States Department of Agriculture Commodity Credit Corporation's
(CCC) Bioenergy Program.  Under the program the Company is eligible to
receive a two-year cash incentive for incremental grain consumption for the
purpose of producing fuel grade ethanol.

Over the past several years, the Company has increased its focus on the
marketing or trading other producers ethanol production.  The Company
believes its marketing of other producer's ethanol allows the Company to
serve its core market area better while leverage its marketing resources and
know-how.  The Company markets both fuel and industrial grade ethanol for
other producers, but it predominately focuses on marketing fuel grade
ethanol.  The Company increased its marketing volume from 9.3 million gallons
in fiscal 2000 to 21.7 million gallons in fiscal 2001.  In addition to
marketing, the Company, recently, began offering technical consulting to
other ethanol producers.  This strategy is also focused on fully utilizing
the Company's growing technical expertise to generate new revenue streams for
the Company.

The main by-product from the conversion of grain sorghum (milo) or corn into
ethanol is distiller's grain solubles DGS.  DGS can then be further processed
into either dryed distiller's grain solubes (DDGS) or wet distiller's grain
solubles (WDGS).  The principal distinction between the two by-product forms
is the moisture content.  The majority of the additional processing necessary
to produce the two by-products in primarily drying, thus the WDGS takes less
additional processing compared to the DDGS.  In fiscal 2001, the Company
experienced higher natural gas prices, which lead to higher by-product
processing costs, thus the Company increased its marketing campaign for WDGS
to mitigate its gas usage for by-product processing.  The WDGS marketing
campaign, also promoted the superior nutritional benefits of WDGS.  The
Company was able to increase its sales volume of WDGS from 269 thousand tons
in fiscal 2000 to 331 thousand tons in fiscal 2001.

Since March 1999, the Company has contracted with ICM, Inc. for the exclusive
sale of the Company's DDG production, both wet and dry at its York, Nebraska
and Colwich, Kansas facilities.  This exclusive agreement has an initial term
of two years and automatically renews for successive one-year terms unless
written notice of termination is issued 90 days prior to the end of the then
current term.


<PAGE>


In March 1999, the Company began direct marketing the distiller's by-products
from its Portales, New Mexico plant, including wet distiller's grains and
condensed solubles.

The primary markets for the Company's DDGS and WDGS by-products continue to
be manufacturers of animal feed, and direct consumers such as feedlots and
dairies.  Sales prices for DDGS and WDGS generally vary with milo, corn, and
other competing protein prices.  As the competing proteins prices decline,
the Company's revenue for DDG and related by-products typically decline.
Therefore, if milo, corn, or other competing protein sources remain depressed
the Company's DDGS and WDGS revenues could be adversely affected.

In November 1997, the Company signed an agreement with EPCO Carbon Dioxide
Products, Inc. (EPCO), of Monroe, Louisiana to capture and purchase CO2 gas
produced at the York, Nebraska plant.  EPCO has contracted for the purchase
of the CO2 gases for an initial period of ten years.

In March 1999, the Company signed an agreement with EPCO to capture and
purchase CO2 gas produced at the Colwich, Kansas plant.  EPCO has contracted
for the purchase of CO2 gas for an initial period of eight years.

Availability of Raw Materials and Supplies.

The Company's primary raw material is grain feedstock, either milo or corn
based on availability and price.  Historically, the Company has maintained
sufficient grain supplies on-site at each of its production facilities for
approximately three to five days of continuous production.  In May 2000, the
Company added an in-house grain procurement department, to procure all the
Company's grain needs at its three facilities.  The Company subsequently
terminated the grain supply agreement with Centennial Trading, LLC, which had
been the Company's exclusive grain broker since 1997.  The Company believes
that by establishing internal grain procurement it can develop better local
supply relationships that will reduce the need to buy and store grain offsite
and better manage its raw material risk management program.  (Also see the
discussion of raw materials in Item 7 -- Management's Discussion and
Analysis.)

The Company requires a substantial uninterrupted supply of natural gas to
maintain continuous production.  Consequently, the Company contracted with
one natural gas provider to supply all or part of the gas requirements at the
Colwich, Kansas and York, Nebraska plants.  Because of its location, the
Company has contracted with a separate gas provider to supply natural gas to
the Company's Portales, New Mexico facility.  If these sources of natural gas
supplies were interrupted, the interruption to the Company's normal
operations would have a significant detrimental impact on Company operations.
However, due to the competitive nature of the natural gas market, the Company
believes no significant risk of long-term interruption exist.

In fiscal 1999, the Company completed testing of a natural gas supply hook-
up, which connects the Colwich, Kansas plant to a landfill natural gas
production operation.  The Company's natural gas supply from this landfill
provides up to 90% of the Colwich, Kansas facility's natural gas
requirements.  The Company contracted for the landfill gas for an initial
term of 20 years at a per unit cost that is lower than the current spot
market price at the Colwich, Kansas facility.  The landfill gas per unit
price is $1.50/MMBTU for the initial four years of the contract.

The Company is dependent on rail and commercial tanker trucks to distribute
its finished products.  Any disruption in the rail system or commercial
tanker truck system would have a significant detrimental effect on the
Company's operations.


<PAGE>


Seasonal Factors in Business.

Historically, the Company has been able to sell its fuel grade ethanol at a
premium during the mandated wintertime oxygenate period, which coincides with
the Company's second and third fiscal quarters.  Conversely, the Company's
average sales price for fuel grade ethanol during the summer blending season,
which fuel grade ethanol is primarily used for a octane enhancer or fuel
supply extender, historically has declined.  Due to the chronic shortness in
gasoline refining capacity and demand fundamentals, gasoline prices have been
trending higher in the periods that coincide with the Company's first and
fourth quarters.  This trend has decreased the differential between the
winter and summer blending seasons.  This has translated into more consistent
pricing across the Company's four fiscal quarters.  To further reduce the
cyclical swings in pricing the Company is moving toward longer-term
contracts.  In the past the Company primarily contracted for six-month
blending cycles, whereas today the Company is committing more production
volume to twelve-month contracts.  This practice typically leads to more
stable pricing.  The Company's industrial grade ethanol sales prices tend to
be more consistent quarter over quarter due to the length of the contracts.
The Company's industrial grade ethanol sales contracts generally stipulate
twelve-month terms, thus providing some stability, over the course of the
contract, in pricing.

Plant operations also tend to be more efficient in the cooler months which
also coincide with the Company's second and third quarters, thus production
rates tend to be higher during this period.  This generally tends to spread
the fixed cost of operations across more units, thus lowering the overall per
unit cost.  However, if the fixed cost change over the same relevant range of
output, no financial benefit will be reflected in the financial statements.

Corn and milo, the Company main raw material inputs, typically increase in
price during the Company's second and third fiscal quarters.  (For
information regarding the seasonality of the Company's business, see the
"Seasonality" discussion in Item 7 -- Management's Discussion and Analysis.)

Customers.

For fiscal year ended June 30, 2001, the Company's sales to five customers
represented in the aggregate approximately 46% of the Company's total product
sales and revenues.  The Company's DDGS and WDGS sales to ICM, Inc., which
held an exclusive brokerage agreement throughout fiscal 2001, represents
approximately 20% of the total sales to these five customers, while one fuel
grade ethanol customer represents approximately 37% of the sales to these
five customers.  Remaining sales were primarily to ethanol customers.  The
Company believes that the loss of any of these customers would not have a
material adverse effect on the Company's sales and revenues due to other
available markets for its products.

Competitive Conditions.

The Company is in direct competition with other ethanol producers.  Archer
Daniels Midland is the largest ethanol producer in the United States with
approximately 856 million gallons of capacity or approximately 43% of the
industry's total capacity of approximately 2 billion gallons.  The Company,
with approximately 71 million gallons of ethanol production capacity, ranks
seventh in size, in the industry.  With the projected completion of the York,
Nebraska expansion in early fiscal 2002, the Company should be able increase
its annual capacity to 85 million gallons, thus becoming the sixth largest
producer.


<PAGE>


The top ten ranking is estimated to be as follows:
<TABLE>
<CAPTION>
                                           Annual Capacity
                                       (in millions of gallons)
                                      Fuel             Industrial
Company                               Grade               Grade

<S>                                    <C>                 <C>
ADM                                    646                 210
Williams Energy Ventures                95                  35
Minnesota Corn Processors              125                   0
Cargill                                100                   0
Midwest Grain Products                  48                  48
New Energy                              80                   0
High Plains Corporation                 59                  12
Grain Processing                         0                  60
AE Staley                               40                   5
AGP                                     30                   0

</TABLE>

While the Company has diversified its operation by investing in the
capability to produce industrial and beverage grade ethanol, this segment of
the ethanol industry is also dominated by Archer Daniels Midland as noted in
the table.  However, Archer Daniels Midland and the other large competitors
in the industry, do not appear to have materially affected the demand or
price of either grade of ethanol.  (Also see the discussion of ethanol
production in Item 7 -- Management's Discussion and Analysis.)

Environmental Disclosure.

The Company is subject to extensive environmental regulation at the federal,
state and local levels.  Air quality at the Colwich, Kansas plant is
regulated by the U.S. Environmental Protection Agency and the Division of
Environment of the Kansas Department of Health and Environment (the "KDHE").
The KDHE regulates emission of volatile organic compounds into the air.
Volatile organic compound emissions are tested on a monthly basis at the
Colwich plant, and the Company must submit semi-annual reports to the KDHE
regarding these emissions tests.  The Company is required to obtain an air
operating permit from the KDHE and must obtain KDHE approval to make plant
alterations that could change the emission levels.  The KDHE also regulates
the water usage, wastewater discharge and hazardous waste at the Colwich
plant under Kansas water pollution control and hazardous waste laws.  Water
usage and wastewater effluent quality is tested daily.  Monthly reports
regarding water usage and quality are filed with the KDHE.  The Company is
also required to submit periodic reports pursuant to the Kansas and Federal
Emergency Planning Community Right-to-Know Act.  At the local level, the
Company files semi-annual reports with the Sedgwick County Community Health
Department regarding air quality at the Colwich plant.

The York, Nebraska facility is subject to similar environmental regulations
at the federal, state and local level.  Air quality at the York plant is
regulated by the Environmental Protection Agency and the Nebraska Department
of Environmental Quality (the "NDEQ").  The Company submits various reports
throughout the year concerning emissions of volatile compounds.  The Company
was required to obtain an air operating permit from the NDEQ and must obtain
approval to make any plant alterations that could change the emission levels.
The NDEQ also regulates wastewater discharge at the York plant.  Wastewater
effluent quality is tested daily and monthly reports are filed with NDEQ.
The York facility is also required to submit periodic reports pursuant to the
Nebraska and Federal Emergency Planning Community Right-to-Know Act.


<PAGE>


The Portales, New Mexico facility is subject to similar environmental
regulations at the federal, state and local level.  Air quality at the
Portales plant is regulated by the New Mexico Environmental Department Air
Quality Bureau.  The Company submits various reports throughout the year
concerning emissions of volatile compounds.  The company was required to
obtain an air operating permit from this bureau upon start-up of the plant in
February 1998.  If any plant changes are made that could change the emission
levels, further approval would be required.  The City of Portales regulates
wastewater discharge to the city from the Portales plant.  The Portales
facility is also required to submit periodic reports pursuant to the New
Mexico and Federal Emergency Planning Community Right-to-Know Act.

Number of Employees.

As of June 30, 2001, the Company employed 154 persons, in a full-time
capacity.  These included 44 employees at the Colwich, Kansas plant; 55
employees at the York, Nebraska plant; 41 employees at the Portales, New
Mexico plant; and 14 employees in the Wichita, Kansas Corporate office.  The
total number of employees increased in fiscal year 2000 as the Company's
operations strengthened its technical capability.


Item 2                            PROPERTIES

The Company's principal executive offices at 200 W. Douglas, Suite 820,
Wichita, Kansas are leased and cover approximately 5,500 square feet.

The Company presently owns approximately 70 acres of land and improvements
thereon which comprise its Colwich, Kansas plant.  The Company also owns
approximately 142 acres of land and improvements thereon which comprise its
York, Nebraska facility.  During fiscal 1998, the Company acquired
approximately 15 acres of land and improvements thereon which comprise the
Portales, New Mexico facility.

The Company's primary lender holds a mortgage on approximately 59 acres of
land where the York facility is situated, the York ethanol production plant
itself, and both the Colwich, Kansas and Portales, New Mexico land and
production plants, as security for loans to the Company.


Item 3                         LEGAL PROCEEDINGS

As of June 30, 2001, and through the filing of this Form 10-K, the Company is
not a party to any legal proceedings other than those which have arisen in
the course of normal business operations, none of which are expected to have
a material adverse effect on the Company's financial condition.


Item 4                   SUBMISSION OF MATTERS TO A VOTE
                               OF SECURITY HOLDERS

No matters were submitted to a vote of the stockholders of the Company during
the fourth quarter of the fiscal year ended June 30, 2001.


<PAGE>


Part II

Item 5             MARKET FOR THE REGISTRANT'S COMMON EQUITY
                      AND RELATED SECURITY HOLDER MATTERS

The Company's Common Stock is traded on the NASDAQ National Market System
under the symbol HIPC.

The number of holders of the Company's common stock as of June 30, 2001, was
approximately 5,666 determined by an examination of the Company's transfer
book and through broker search.

The Company has not declared or paid any cash dividends on its Common Stock
since its organization in 1980.

The Company has no current plans to declare or pay any cash dividends in the
foreseeable future.  The payment and rate of future cash dividends on the
Company's Common Stock, if any, would be subject to review by the Board of
Directors in light of the Company's financial condition, results of
operations, capital requirements and other factors deemed relevant at that
time.

The table below sets forth the range of high and low market prices for the
Company's shares during fiscal 2001 and fiscal 2000.  These prices do not
include retail mark-ups, mark-downs or commissions and may not necessarily
represent actual transactions.

<TABLE>
<CAPTION>

Fiscal                Price              Fiscal               Price
2001             High       Low          2000            High       Low
<S>              <C>        <C>          <S>             <C>        <C>
1st Quarter      4.047      2.125        1st Quarter     1.906      1.375
2nd Quarter      4.063      2.063        2nd Quarter     1.906      0.688
3rd Quarter      3.719      2.625        3rd Quarter     4.938      1.750
4th Quarter      5.000      3.063        4th Quarter     3.750      2.000

</TABLE>

Item 6                      SELECTED FINANCIAL DATA

<TABLE>
<CAPTION>
                              Five Year Summary Financial Data (Audited)
                           (in thousands of dollars, except per share data)
Year ended June 30          2001       2000       1999       1998      1997

Income Data
<S>                       <C>        <C>        <C>        <C>       <C>
Net Sales and Revenue     $ 150,459  $ 108,531  $  96,730  $ 84,864  $  63,122
Net Earnings (Loss)           6,164        160        535    (3,593)     1,733
Earnings(Loss) Per Share
  Basic                         .38        .01        .03      (.22)       .11
  Assuming Dilution             .37        .01        .03      (.22)       .11

Balance Sheet

Long-term Debt               10,306     17,433      9,178    11,703     10,200
Total Assets              $  94,587  $  85,403  $  80,613  $ 83,250  $  79,075

</TABLE>

<PAGE>


Item 7               MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                    FINANCIAL CONDITION AND RESULTS OF OPERATIONS

During fiscal 2001 we achieved many goals, and took advantage of favorable
market conditions to make great progress towards our long-range strategic
plan for the Company.  We posted record revenues of $150 million; increased
our marketing presence and our flexibility in delivery of products; improved
operational efficiencies; and achieved a modest production expansion at the
Colwich, KS facility while initiating a 14 million gallon expansion of the
York, Nebraska facility.  At the same time, we established a risk management
strategy that helped us to level out the volatility of the commodity markets
that affect our industry, and to post four consecutive quarters of more
consistent, predictable profitability.

High Plains produces and markets primarily fuel grade ethanol.  However,
since July 1997 the Company has maintained a presence in the industrial and
beverage grade ethanol markets.  Since that date, the York, Nebraska facility
has had the capability to further refine approximately one million gallons
per month of existing fuel ethanol production capacity for sale in additional
markets in the industrial, food, and beverage industries.  Even higher
volumes can be marketed as a mid-grade product to certain users within these
industries.  Sales of these products have historically provided greater
returns and greater margins than fuel grade ethanol, although prices for fuel
ethanol during fiscal 2001 were higher than normal, to the point that
industrial margins were somewhat less attractive.  Even with the high prices
of fuel ethanol, the Company has made a conscious decision to maintain this
presence in the industrial markets, although at production levels less than
maximum capacity for these products.  Industrial production typically
requires an incremental additional cost ranging from $.09 to $.15 per gallon,
depending primarily on the cost of natural gas.  Prices for these more highly
refined industrial products rose slowly but steadily during 2001, and
management believes that industrial pricing will continue to rise to compete
with fuel ethanol pricing, and the markets will again reflect a premium for
the more highly refined products.  For now, both market pricing and incentive
programs (discussed in more detail below) favor an emphasis on fuel ethanol
production.  The York facility does have the ability to switch between fuel
and industrial production depending on current market demands, and typically
is run at full production capacity.

During fiscal 2001, High Plains derived approximately 85% of its revenues
from the sale of ethanol, with 75% attributed to fuel ethanol sales, and 10%
attributed to industrial grade ethanol sales.  Approximately 13% of revenues
were derived from the sale of distiller's grain solubles. The remaining 2% of
revenues were from state production incentive programs, CCC Bioenergy program
and carbon dioxide gas sales.  The majority of the 2% was related to state
producer incentive programs.  The sale prices of ethanol (both fuel, and to
some extent industrial) tend to vary with the wholesale price of gasoline,
although fuel ethanol prices tend to track gasoline prices more directly.
Prices for distiller's grain solubles vary with the cost of grain and other
protein animal feeds in the marketplace.  Carbon dioxide prices received by
the company are set by a long-term contract and vary only with production
volumes.

Under the federal government's excise tax incentive program, gasoline
distributors who blend gasoline with ethanol receive a federal excise tax
credit for each blended gallon, resulting in an indirect pricing incentive to
ethanol.  Originally scheduled to expire in September of 2000, this excise
tax credit was extended until September 2007.  The current tax rate reduction
equals $.053 per blended gallon which contains 10% or more ethanol by volume.
However, the tax rate reduction decreases to $.052 and $.051 in 2003 and
2005, respectively.  Consequently, the excise tax credit should continue to
enhance the value of fuel grade ethanol through that date, and provide a
level of continuity, which supports funding and expansion in the industry.


<PAGE>


Another federal incentive targets new and expanded production of fuel
ethanol.  The CCC Bioenergy Program, administered through the Department of
Agriculture, became effective in December of 2000, and provides for "large"
ethanol producers to receive reimbursement for the cost of one bushel of
grain for every 3.5 bushels of increased grain usage in fuel ethanol
production.  "Small" producers (less than 65 million gallons annually) would
receive one bushel for every 2.5 bushels of increased usage.  Based on
anticipated additional ethanol production at our Nebraska and Kansas plants,
the Company expects to receive approximately $4 million from this program
during the two-year period that it is in place.

The ethanol industry also benefits from various state production incentives.
During fiscal 2001, the Company received approximately $.06 per gallon as a
production incentive from the state of Kansas for ethanol produced at its
Colwich, Kansas facility.  This incentive was recently renewed and modified
by the Kansas legislature to continue to benefit existing ethanol production,
while further encouraging new and expanded production within the state.
Ethanol producers will now receive a fixed incentive of $.05 per gallon for
existing production, and $.075 per gallon for new or expanded production,
through June 30, 2004.  During fiscal 2001, the Company effectively expanded
the production capacity at this facility from approximately 16 million
gallons per year, to 20 million gallons per year.  Additional expansions of
that facility are currently being considered by management, in light of the
various incentive programs available.

Until recently, the state of Nebraska also provided a production incentive of
$.20 per gallon for the first 25 million gallons of annual ethanol production
at the Company's York, Nebraska facility.  The incentive was available for a
five year period, and the Company completed its original eligibility for
benefits under this program in November of 1999.  During one year of this
initial incentive program (1996) the Company failed to produce enough gallons
to achieve approximately $1.8 million of its maximum annual incentive.  This
amount was awarded to the Company in the second quarter of fiscal 2001 under
a provision of the original program that allows additional credit for
expansions of production after initial production is established.  Nebraska
has now adopted a new three-year incentive program, which provides $.075 per
gallon for new or expanded gallons produced within the state.   The portion
of the incremental gallons, resulting from the Company's recent 14 million
gallon expansion of the York, Nebraska facility, should qualify for production
credits under the new production incentive program.  However, the Company's
maximum eligibility under the incentive program is 10 million gallons or
$750,000 per year, which is significantly less than the previous incentive
program.

In addition to incentives, fuel ethanol sales prices reflect a premium due to
ethanol's oxygenate (see discussion below) and octane enhancing properties.
Demand for ethanol also affects price.  Ethanol demand is influenced
primarily by its cost in relation to availability and cost of gasoline and
other octane enhancing products, and also by availability of alternative
oxygenates (where oxygenated fuels are required).  The dramatic increase in
gasoline prices subsequent to December 1999 has increased demand for ethanol
as a fuel extender, as the net cost of ethanol to blenders became less than
unblended gasoline.  With continued strong oil prices, and a corresponding
increase in gasoline pricing, ethanol has become a much more competitive
product in the marketplace.  While a similarly dramatic decrease in the price
of oil would have a negative effect on ethanol demand, such a decrease is not
currently anticipated by most industry analysts.

Other federal programs such as the Reformulated Gasoline (RFG) program also
affect ethanol demand.  Specific designated areas of the country which have
poor air quality or which have elected to be subject to RFG II, are required
to comply with RFG II vehicle emission standards.  Phase II of the RFG
program (RFG II) was implemented June 1, 2000, and contains more stringent
fuel volatility requirements than RFG.  Ethanol blending during hotter summer
months requires either the cooperation of refineries in producing a lower
vapor pressure gasoline blendstock, or a change in the way volatility is
calculated, in order to be in compliance.  Ethanol supporters have requested
the Environmental Protection Agency (EPA) and the United States Congress to
consider modification of these volatility restrictions for ethanol blended
fuels due to ethanol's other benefits, including a reduction in ozone forming
carbon monoxide emissions.  These requests are under consideration, but no
rulings or legislation granting such a waiver have been enacted to date.
During the summer of 2000, there was a shortage of this low volatility
blendstock, creating a shortage of RFG II gasoline in some areas.  While the
EPA did grant temporary waivers to certain areas during supply interruption
periods allowing non-compliant fuels to be used, many requested waivers were
refused.  During the summer of 2001, the EPA granted a similar waiver to
ethanol blenders located in the Chicago and Milwaukee areas, but not in other
areas of the country.  In the absence of a longer term and more wide spread
solution, ethanol demand created by the RFG II program could decrease during
hotter summertime months in comparison to prior years.


<PAGE>


Recent negative publicity received by ethanol's competing oxygenate, MTBE, in
California and other states has also affected ethanol demand.  Based on the
discovery of MTBE in local water supplies, California Governor Gray Davis
issued an executive order in March of 1999 calling for the elimination of
MTBE from California gasoline supplies by December 31, 2002.  As of
September, 2001, thirteen other states have also legislated restrictions on
the use of MTBE on the basis that the environmental risk of its use outweighs
the air quality benefit.  Under the provisions of the federal 1990 Clean Air
Act, gasoline used in certain air quality "non-attainment" areas must contain
a certain oxygen content during the wintertime months of September through
March.  Ethanol and MTBE are the two most common oxygenates, dividing the
market approximately 20% to 80% respectively.  If MTBE use is limited,
ethanol demand and usage could be substantially increased.  However, the
state of California specifically petitioned the EPA to waive the oxygenate
requirements of the Clean Air Act, and to allow the use of non-oxygenated
fuels either locally or nationally.  In June of 2001, the EPA formally denied
this waiver request, and shortly thereafter an attempt to grant California a
legislative exemption from the oxygenate requirement was soundly defeated in
the House of Representatives.  In August California filed a lawsuit against
the EPA seeking to overturn its decision on the waiver.  While industry
supporters believe the chances of that lawsuit succeeding are unlikely, an
elimination of the oxygen standard, whether by legislation or by court order,
could have a significant negative impact on the ethanol industry.  At the
same time, continued enforcement of the oxygenate standard could have a
significant positive impact on ethanol demand.  Ethanol has not previously
been widely blended in California because of their more stringent state fuel
volatility requirements.  However, California now requires all MTBE blended
gasoline pumps to carry labels stating that MTBE blended gasoline has been
determined to be hazardous to the environment.  The state has also granted
ethanol blended gasoline a year round vapor pressure waiver to facilitate its
use within the state.  During fiscal 2001, High Plains Corporation delivered
approximately 12 million gallons of its own production into California
markets.  It is anticipated that the replacement of MTBE with ethanol in
California alone would require an additional 580 million gallons of ethanol
each year to be shipped into the state.

Nationally, there is also a movement to eliminate MTBE.  In addition to the
14 individual states which have restricted its use, federal legislation has
been proposed which has focused on a compromise solution which would phase
out MTBE, eliminate the oxygen requirement of the Clean Air Act, and replace
it with a renewable fuels content requirement that gradually increases over
the next several years.  If this solution were adopted, it should
significantly increase the demand for ethanol over this time period.  In
short, current law is favorable to ethanol in that it requires oxygenate
blending.  If MTBE usage is reduced and the law is not changed, or if the
oxygen requirement is replaced with a similar "renewable fuels" requirement,
the ethanol industry stands to see stronger demand and significant benefit.
Conversely, the elimination of the oxygen requirement without adopting a
renewable fuels requirement (or other similar incentive for ethanol
blending), could have a significantly negative impact on both ethanol demand
and pricing.


<PAGE>


The Company traditionally has sold a majority of its fuel ethanol production
based on spot market conditions and short-term seasonal contracts.  It is now
attempting to make greater use of longer-term contracts to sell fuel ethanol
(see Note 6 to the financial statements).  Management believes that this
strategy will provide a better basis for long-term planning, especially in
the areas of production and margin predictability.  As of August, 2001 the
Company had contracted to sell almost all of its ethanol production through
March of 2002.  While most of these sales were made on fixed price contracts,
approximately one-third were done on variable price agreements tied to
reported prices of either gasoline or ethanol.  The Company has also
announced an intention to increase its marketing or trading of ethanol
produced by other ethanol producers.  This would be accomplished either by
marketing product of others on a straight commission basis, or by purchasing
product of others to meet existing sales opportunities.  In July of 2001, the
Company announced that it had entered into initial agreements with four
independent ethanol producers to market approximately 60 million gallons of
their fuel ethanol production annually.  Combining these gallons with the 85
million gallons now produced by High Plains own facilities, the Company has
leveraged its marketing expertise, generated additional revenues, and gained
flexibility in product delivery with more origination locations and potential
for freight arbitrage.  By increasing the number of gallons it has to sell,
management also believes that it can be competitive in markets not readily
available to small producers.

The Company's primary grain feedstocks during fiscal 2001 were milo and corn.
Production at the Colwich, Kansas and Portales, New Mexico facilities relied
almost exclusively on milo, while the York, Nebraska plant primarily utilized
corn.  The utilization of milo versus corn feedstocks is a function of
availability and price per bushel.   The cost of these grains is dependent
upon factors that are generally unrelated to those affecting the price of
ethanol.   Milo prices generally vary directly with corn prices.  Corn prices
generally vary with regional grain supplies, and can be significantly
affected by weather, storage, planting and carryout projections, government
loan programs, exports, and other national and international market
conditions.

In an effort to reduce the volatility of these unrelated markets, management
announced in fiscal 1999 its intention to search for an additional product
that could be produced utilizing existing facilities, and the Company's
perceived expertise in fermentation based chemical products.  In fiscal 2000
glycerol was identified as the most promising alternative, the Company
acquired a license to utilize a new patented technology to extract glycerol
from its existing distillers grain solubles by-products, and pilot plant
testing of the process was initiated in September of 2000.  While laboratory
testing indicated a promising process, difficulties were encountered in
scaling up production to full plant flows, and the project has been suspended
in favor of expansions and improvements in fuel ethanol production assets
described above.

Early in the year ended June 30, 2001, the Company implemented a new Grain
Risk Management Program.  This program's stated objective is to stabilize the
Company's cost of grain and to generate more predictable margins.  Also for the
year ended June 30, 2001, the Company adopted the provisions of the Financial
Accounting Standards Board (FASB) Statement of Financial Accounting Standards
(SFAS) No. 133, Accounting for Derivative Instruments and Hedging Activities
(SFAS 133).  SFAS 133 establishes the accounting and reporting standards for
derivative instruments, including hedging activities.

Operation of the Company's ethanol production facilities requires the purchase
of grain feedstocks, and the sale of ethanol, primarily fuel-grade ethanol.
Accordingly, assuming ongoing operations, the Company is naturally "short" on
grain and "long" on fuel ethanol.

The Company's Grain Risk Management Program is intended to use grain purchase
contracts together with grain futures derivatives to fix the cost of some of
the Company's expected future grain feedstock purchases.  The Company's policy
allows for the use of fixed price forward purchase contracts, unpriced forward
basis differential purchase contracts, and Chicago Board of Trade (CBOT)
derivative contracts (futures contracts).  The Company procured approximately
44% of its fiscal 2001 grain requirements through the use of fixed price
forward purchase contracts, and procured approximately 56% of its grain
requirements through unpriced forward basis differential purchase contracts
using designated derivative future contracts on the CBOT to fix the cost of
the grain.  During 2001, the Company's practice was to fix the cost of its
grain, generally, for 75% of forecasted feedstock purchases for three months.
Under this program, the Company does not enter into commitments or derivatives
for grain in excess of expected feedstock requirements.

In addition to its forecasted cash flow hedging derivatives positions on
unpriced forward grain purchase commitments, the Company maintains grain
trading accounts, where it engages in derivative trading activity intended
to generate trading profits.

Grain markets remained relatively low during fiscal 2001, the Company's
average price of grain decreased $.05 per bushel from fiscal 2000.  While
CBOT prices remained somewhat consistent with fiscal 2000 price levels, the
Company was able to take advantage of beneficial local availability (basis)
which yielded  favorable basis spreads compared to fiscal 2000.  As always,
weather, exports, government programs, and other factors all have potentially
major impacts on grain pricing, and any unexpected changes in those factors
could adversely affect the price which the Company pays for its feedstock.
As of September 1, 2001, the Company had futures contracts to purchase
approximately 10 million bushels of corn and milo for its three plants, of
which approximately 9 million bushels also had a basis contracted.


<PAGE>


Unfortunately, lower grain prices have also brought lower prices for the
Company's feed by-products, wet and dried distiller's grain solubles (DGS).
While prices for feed by-products historically rise in the late fall and
winter, they also tend to follow corn prices, and have remained lower than
normal throughout the last fiscal year as a result.  Significant improvement
in these prices is not expected in the near future due to (anticipated)
continuing low grain prices, and an excess of competing protein feed
ingredients in the marketplace.  In an effort to remove some of this
detrimental reliance on corn pricing, the Company has emphasized the
production and marketing of wet rather than dried DGS, at all three of its
facilities.  Wet DGS has certain benefits that distinguish it from other
competing feed products, and allow some price premium to be realized in
highly competitive markets.  The Company has included the forward contracting
of feed sales in its overall decisions regarding risk management.

During 2001, the Company also implemented a new Fuel Ethanol Risk Management
Program.  The program's stated objectives are to stabilize its sales price of
fuel ethanol, and to generate more predictable margins.  Part of this program
involves unpriced forward contracts to sell portions of the Company's fuel
ethanol output to customers with variable prices that are tied directly to
the price of unleaded gasoline as quoted on national exchanges.  The Company
may use derivative contracts to fix the price under the forward contract.
Such derivative contracts are treated as forecasted cash flow hedges under
the provisions of SFAS 133, and the resulting gains and losses on the open
and closed derivative contracts are recognized when the related fuel ethanol
delivery occurs under the forward contract with the customer.  The deferred
gains or losses on these open and closed derivative positions are disclosed
as a component of other comprehensive income in these financial statements.

Under this program, the Company does not enter into forward sales commitments
in excess of expected fuel ethanol output, and it only enters into gasoline
derivatives to the extent that it has unpriced forward sales contracts with
customers with variable pricing arrangements that are tied to the price of
gasoline as quoted on national exchanges.  During the third and fourth
quarters of 2001, the Company sold approximately 3% of its fuel ethanol
output under the above-described program.

The Company's risk management also includes the oversight of purchases of
natural gas needed to produce steam to run the plants, and fuel to fire the
feed driers.  Natural gas prices increased significantly through the last
half of fiscal 2000 and through fiscal 2001.  While spot gas prices at the
Nebraska and New Mexico plants more than tripled over this time period, the
Nebraska plant's gas requirements were contracted for the year at prices that
were significantly lower, and almost all of the gas needs at the Kansas plant
are supplied by a long term (ten year) contract to take gas from the local
landfill at prices significantly reduced from the spot market.  Natural gas
prices for 2001 averaged $4.62 per million British Thermal Unit (MMBTU) at
York, $6.00 per MMBTU at Colwich, and $6.12 per MMBTU at Portales for Fiscal
2001.  While extremely beneficial in fiscal 2001, contracts were continued
forward through fiscal 2002, and the Company is now paying somewhat more for
its gas needs than the spot market would require.

In December 1997 the Company purchased its Portales, New Mexico ethanol
production facility.  The acquisition of the Portales plant added
approximately 13.5 million gallons per year to the Company's fuel grade
ethanol production capacity, although improvements made to that plant have
now increased its capacity to approximately 15 million gallons per year.
(The Company's production capacity for all three facilities, including 20
million gallons at the Colwich, Kansas plant and 50 million gallons at the
York, Nebraska plant, now totals approximately 85 million gallons of ethanol
per year.)  However, start-up problems and high grain prices in the Portales
area contributed to significant operating losses from that plant in fiscal
1998 and 1999.  Although local grain prices had declined to more manageable
levels by December 1999, management believed continued ownership of that
facility did not fit with its long term strategic plan for the Company.
While products other than fuel grade ethanol were being produced or planned
for the Kansas and Nebraska facilities, higher grain prices in New Mexico,
and the fact that the Company was too large to take advantage of a small
ethanol producer's tax credit that might otherwise be available for the
plant, led to management's decision to sell.  As of September 2000, the
Company had executed a contract to sell the Portales facility to a third
party with closing on that sale originally scheduled to occur sometime in
late October or November of 2000.  In connection with the execution of this
contract, the fiscal 2000 financials included a $1.0 million charge resulting
from a write-down of the plant's value to its net realizable value, as
established by the contracted sales price.  However, improvements made to the
facility, and the increase in ethanol prices late in calendar 2000, resulted
in profitability from the Portales facility for the quarters commencing
January 1, 2001.  At the same time, even after extensions of the closing date
to May 31, 2001, the buyer was unable to complete its obligations to close
the sale, and the contract expired on that date.  While the Portales facility
remains profitable, and is projected to remain profitable with fiscal 2002
contracted ethanol pricing and expected grain prices, the margins at that
facility are more narrow than at the Company's other two plants, and
substantial increases in grain prices would adversely affect profitability
there more quickly than at either the Nebraska or Kansas facilities.


<PAGE>


Results of Operations

<TABLE>
<CAPTION>
      Comparison of the fiscal years ended June 30, 2001 and June 30, 2000
             (amounts in millions except averages and per unit prices)

                                                         Increase (Decrease)
                                       2001     2000     $ / Qty    Percent
<S>                                  <C>      <C>        <C>          <C>
Net sales and revenues               $ 150.5  $ 108.5    $  42.0       39%

Gallons of fuel grade ethanol sold
  Proprietary production                64.0     65.8       (1.8)      -3%
  Marketing/trading                     20.3      7.4       12.9      174%
    Total                               84.3     73.2       11.1       15%

  Average sales price                $  1.35  $  1.08    $  0.27       25%

Gallons of industrial grade
 ethanol sold
  Proprietary production                 8.8      4.9        3.9       80%
  Marketing/trading                      1.4      1.9       (0.5)     -26%
    Total                               10.2      6.8        3.4       50%

  Average sales price                $  1.50  $  1.41    $  0.09        6%

Production incentives included in
 net sales and revenues
  Kansas producers incentive program $   1.1  $   1.3    $  (0.2)     -15%
  Average per gallon                 $  0.06  $  0.07    $ (0.01)

  Nebraska producers incentive
   program                           $   1.8  $   1.5    $  (0.3)      20%

Distiller's grains and other
 by-product sales                    $  19.1  $  17.0    $   2.0       12%

Cost of products sold
  Cost of products sold as a
   percent of sales and revenues        90.1%    94.1%
  Average grain cost per bushel      $  2.00  $  2.05    $  0.05        2%

Selling, general and administrative
 expenses                            $   3.6  $   3.2    $   0.4       13%

Earnings
  Gross profit margin                    9.9%     5.9%
  Net income                         $   6.2  $   0.2    $   6.0

</TABLE>

Revenues

The 39% increase in net sales and revenues resulted from two primary factors:
increased sales volumes and higher average sales prices.  Significant sales
volume increases were achieved in fuel grade marketing/trading
(marketing/trading other fuel grade ethanol producers' product) and
industrial grade ethanol proprietary production (internally produced
industrial grade ethanol volume).  The Company participated in the
marketing/trading of other ethanol producers' product prior to fiscal 2001,
but in fiscal 2001 the Company's management elected to place an emphasis on
that segment of its business.  The Company believes it can better utilize its
marketing resources and better serve its core fuel grade ethanol market
through its marketing/trading activities. In 1999, the Company hired a full-
time industrial grade ethanol salesperson to increases its market share, thus
increasing its utilization of its industrial grade ethanol assets.  Since
then the Company has been able to develop a core group of industrial
customers, which should provide the Company with a stable volume base.
Production increased 3.1 million gallons from fiscal 2000 levels due to
increased operating efficiency at all three of the Company's facilities, thus
allowing for the increased sales volume related to internally produced
ethanol.


<PAGE>


Average sales prices increased 25% and 6% for fuel grade ethanol and
industrial grade ethanol, respectively.  Both increases are correlated to the
increased average price of gasoline.  Fuel grade ethanol historically has
tracked with the price of gasoline, while industrial grade ethanol has
tracked with the price of fuel grade ethanol.  There is typically a lag
between price increases in fuel grade ethanol and industrial grade ethanol
due to long-term nature of industrial grade ethanol sales contracts compared
to the shorter-term nature of traditional fuel grade ethanol sales contracts.

Net sales and revenues include both Kansas state producer incentive payments
and Nebraska state production tax credits. Approximately $1.1 million is
included in fiscal 2001 net sales and revenues from the state of Kansas.
These payments, based on the Company's ratable share of overall Kansas
ethanol production, equated to an average incentive of $0.06 per gallon for
fiscal 2001 compared to $0.07 per gallon fiscal 2000.  Thus indicating
increased production by other Kansas producers.  The Kansas incentive program
has been renewed five times since its inception, most recently in July 2001.
This program is currently scheduled to expire July 1, 2004.  Under the newly
extended Kansas state producers incentive program, existing capacity will be
eligible for a flat $0.05 per gallon incentive payment and new incremental
capacity for a flat $0.075 per gallon incentive payment.  This new structure
could further reduce the aggregate amount on Kansas state producer incentives
payments the company receives in the future. The Company maintains on-going
efforts to extend the program beyond the current expiration date. Management
believes the Kansas legislature will continue to support the incentive
program in the future due to its economic and agricultural benefits.
Production tax credits from the State of Nebraska recorded as revenues
totaled $1.8 million in fiscal 2001.  The $1.8 million of additional
production tax credits were received in conjunction with the Company's
calendar 1996 expansion of the Nebraska facility.  Under the Nebraska
program, the Company received, over a five year period starting in calendar
1995, an incentive in the form of a transferable production tax credit in the
amount of $.20 per gallon of anhydrous ethanol produced.  Not less than two
million gallons and not more than twenty-five million gallons produced
annually, at the York, Nebraska facility, were eligible for the credit.  The
availability of this credit, based upon original production capacity, expired
as of December 31, 1999.  The Nebraska legislature amended this program in
1999 to allow additional credits for new ethanol plants, or for increased
production capacity at current ethanol plants.  The Company has increased the
capacity of its Nebraska facility by approximately 14 million gallons per
year; a portion of the incremental volume should be eligible for the reduced
$0.075 state production tax credit.  However, the Company believes the
available production tax credits will be significantly less than previous
years.

Currently, the State of New Mexico does not provide any ethanol production
incentives or tax credits.  Because of lack of production incentives or tax
credits, inconsistent operations, and higher regional grain feedstock costs
the Portales facility had not generated any operating profits since its
start-up, prior to fiscal 2001.  Due to this and management's strategic goals
of diversification, it was determined the Portales, New Mexico facility did
not complement the Company's portfolio and was subsequently offered for sale.
In May 2000, the Company agreed to accept an offer to sell the Portales, New
Mexico facility, while maintaining the rights to market the ethanol for a
three to five year period.  However, the purchaser was unable to meet the
conditions of the sales contract and the contract expired on May 31, 2001.
In fiscal 2001, both the Portales facility's operational consistence and
general ethanol industry economic conditions improved dramatically.  The
Portales facility was able to generate operating profits of $1.7 million
before allocated interest and selling, general, and administrative expenses.
The Company intends to operate the facility for the foreseeable future.


<PAGE>


Distiller's grain and other by-products sales increased 12% compared to
fiscal 2000.  The increase was primarily due to increased sales volume and
higher WDGS sales prices.  As ethanol production across the Company's
facilities increased, additional grain was consumed in the conversion process
which equates into higher distiller's grain and related by-product
production.  Along with the increased production volume, the Company was able
to shift sales volume from DDGS to WDGS.  The Company's current strategy is
to grow its WDGS markets, thus reducing its presence in the DDGS markets.
WDGS average sales prices also increased, as the markets began to recognize
the superior nutritional value of WDGS compared to alternative protein
sources.  However, DDGS average sales prices decreased slightly from fiscal
2000 in response to lower grain and alternative protein values.  Distiller's
grain and its other related by-products tend to track very close to
alternative protein sources pricing, and the main alternative protein source
is corn or milo.  Therefore, depressed corn or milo pricing typically
translates into lower average sales prices for distiller's grain and its
related products.

Cost of Products Sold

Cost of products sold, as a percentage of net sales and revenues, decreased
4% from fiscal 2000 levels.  The major drivers of the 4% decrease in fiscal
2001 were lower average cost of grain coupled with higher average ethanol
sales prices.  The Company's average cost of grain decreased $.05 per bushel
to an average of $2.00 per bushel for fiscal 2001.  The higher average
ethanol prices were a result of higher gasoline prices.  Average natural gas,
which the Company utilizes for steam generation and drying, prices increased
dramatically in fiscal 2001.  The Company's average price of natural gas
increased $2.26 per million British Thermal Unit (MMBTU) in fiscal 2001, up
86% from the average price in fiscal 2000.

Selling, General and Administrative

Selling, general and administrative expenses were up approximately 13% or $.4
million from the prior year.  A majority of the increase related to research
and development expenses related to the Company's glycerol side-stream
research.  Fiscal 2001 research and development expenses increased
approximately $.2 million compared to fiscal 2000.  The remaining increase
was the result of: increased administrative salaries resulting from customary
raises; increased dues and subscription expense; increased travel and
entertainment; and increased insurance expense.

Earnings

Earnings increased $6.0 million to $6.2 million in fiscal 2001.  The increase
was driven by: higher gross profit margins; decreased operating expenses;
increased interest income; and lower effective financial statement tax rate.
Gross profit margin increased 5% to 9.9% in fiscal 2001. The increase was
primarily driven by the 25% increase in average fuel grade ethanol prices and
the $.05 per bushel decline in average grain prices in fiscal 2001.  The
gross profit margin increase in fiscal 2001 was diluted by the affects of the
incremental marketing/trading revenues, as marketing/trading gross profit
margins typically are 1% or less.  Operating profits increased $9.0 million
compared to fiscal 2000.  Fiscal 2000 operating expenses included a $1.0
million expense related to the write-down of the Portales, New Mexico
facility to its net realizable value based on the then pending sales
contract.  Other expenses decreased $.3 million, as a result of increased
interest income generated on excess cash, compared to fiscal 2000.  The
effective income tax rate per the financial statements was reduced from 73%
in fiscal 2000 to 38% in fiscal 2001.  This reduction resulted primarily
from changes in reserves taken in fiscal 2000 against deferred tax assets that
management believed were more likely than not to expire before adequate
taxable income could be generated to utilize the deferred tax assets.


<PAGE>

<TABLE>
<CAPTION>
       Comparison of the fiscal years ended June 30, 2000 and June 30, 1999
            (amounts in millions except averages and per unit prices)

                                                           Increase (Decrease)
                                      2000      1999       $ / Qty    Percent
<S>                                 <C>       <C>          <C>          <C>
Net sales and revenues              $ 108.5   $  96.7      $  11.8       12%

Gallons of fuel grade ethanol sold
  Proprietary production               65.8      64.6          1.2        2%
  Marketing/trading                     7.4       3.4          4.0      118%
    Total                              73.2      68.0          5.2        8%

  Average sales price               $  1.08   $  1.04      $  0.04        4%

Gallons of industrial grade
 ethanol sold
  Proprietary production                4.9       1.7          3.2      188%
  Marketing/trading                     1.9        --          1.9      n/a
    Total                               6.8       1.7          5.1      300%

  Average sales price               $  1.41   $  1.34      $  0.08        6%

Production incentives included
 in net sales and revenues
  Kansas producers incentive
   program                          $   1.3   $   1.3
  Average per gallon                $  0.07   $  0.08      $ (0.01)

  Nebraska producers incentive
   program                          $   1.5   $   5.2      $  (3.7)     -71%

Distiller's grains and other
 by-product sales                   $  17.0   $  16.9      $   0.2        1%

Cost of products sold               $ 102.1   $  92.0      $  10.1       11%
  Cost of products sold as a
   percent of sales and revenues       94.1%     95.1%
  Average grain cost per bushel     $  2.05   $  2.15      $ (0.10)      -5%

Selling, general and
 administrative expenses            $   3.2   $   2.1      $   1.1       52%

Earnings
  Gross profit margin                   5.9%      4.9%
  Net income                        $   0.2   $   0.5      $  (0.3)

</TABLE>

Revenues

The 12% increase in net sales and revenues resulted from two primary factors:
increased sales volumes and higher average sales prices.  Sales volume
increases were achieved in fuel grade ethanol marketing/trading
(marketing/trading other fuel grade ethanol producers' product), industrial
grade ethanol proprietary production (internally produced industrial grade
ethanol volume), fuel grade ethanol proprietary production (internally
produced fuel grade ethanol), and industrial grade ethanol marketing/trading.
The Company increased its participation in the marketing/trading of other
ethanol producers' product in an effort to expand its market presence and to
offer a full range of products to its industrial grade customers.  In 1999,
the Company hired a full-time industrial grade ethanol salesperson to
increases its market share, thus increasing its utilization of its industrial
grade ethanol assets.  The Company has been able to grow its industrial grade
sales volume by 188% from its fiscal 1999 level.  Production increased 5.6
million gallons from fiscal 1999 levels due to increased operating efficiency
at the Company's York, Nebraska and Portales, New Mexico facilities, thus
allowing for the increased sales volume related to internally produced
ethanol.


<PAGE>


Average sales prices increased 4% and 6% for fuel grade ethanol and
industrial grade ethanol, respectively.  Both increases are correlated to the
increased average price of gasoline.  Fuel grade ethanol historically has
tracked with the price of gasoline, while industrial grade ethanol has
tracked with the price of fuel grade ethanol.  There is typically a lag
between price increases in fuel grade ethanol and industrial grade ethanol
due to long-term nature of industrial grade ethanol sales contracts compared
to the shorter-term nature of traditional fuel grade ethanol sales contracts.

Net sales and revenues include both Kansas state producer incentive payments
and Nebraska state production tax credits. Approximately $1.3 million is
included in fiscal 2000 net sales and revenues from the state of Kansas.
These payments, based on the Company's ratable share of overall Kansas
ethanol production, equated to an average incentive of $0.07 per gallon for
fiscal 2000 compared to $0.08 per gallon fiscal 1999, thus indicating
increased production by other Kansas producers.  The Kansas incentive program
has been renewed four times since its inception, most recently in July 1997.
This program was scheduled to expire July 1, 2001, but has since been extended
to July 1, 2004. However, the Company maintains on-going efforts to extend the
program beyond the current expiration date. Management believes the Kansas
legislature will continue to support the incentive program in the future due
to its economic and agricultural benefits. Production tax credits from the
State of Nebraska recorded as revenues totaled $1.5 million and $5.2 million
for the fiscal years ended June 30, 2000 and 1999, respectively.  Under the
Nebraska program, the Company received, over a five year period starting in
calendar 1995, an incentive in the form of a transferable production tax
credit in the amount of $.20 per gallon of anhydrous ethanol produced.  Not
less than two million gallons and not more than twenty-five million gallons
produced annually, at the York, Nebraska facility, were eligible for the
credit.  The availability of this credit, based upon original production
capacity, expired as of December 31, 1999.  The Nebraska legislature amended
this program in 1999 to allow additional credits for new ethanol plants, or
for increased production capacity at current ethanol plants.

Currently, the State of New Mexico does not provide any ethanol production
incentives or tax credits.  Operating losses at the Portales plant, which is
located in a region of higher grain feedstock costs, were approximately $0.1
million in fiscal 2000 prior to allocated interest, selling, general and
administrative expenses, and asset impairment write-down. In light of
management's strategic goals of diversification, it was determined the
Portales, New Mexico facility did not complement the Company's portfolio and
was subsequently offered for sale.  In May 2000, the Company agreed to accept
an offer to sell the Portales, New Mexico facility, while maintaining the
rights to market the ethanol for a three to five year period.  The sales
contract price for the plant and other assets was $3,000,000 plus inventory at
85% of fair value at time of closing.  The Company recorded a $1.0 million
loss associated with the write-down of the Portales, New Mexico facility to
its estimated fair value based on the preliminary offer. Subsequently, the
contracted buyer was unable to complete its obligations to close the sale and
the contract expired on May 31, 2001.

Distiller's grain and other by-product sales increased 1% compared to fiscal
1999.  The increase in distiller's grain and other by-products revenues is
the net effect of lower per unit sales prices and increased sales volume.
The increased sales volume is a direct result of increased production at
York, Nebraska and Portales, New Mexico.  Distiller's grain prices vary with
the cost of alternative feedstocks or protein sources for animal consumption
such as grain.  Since grain prices trended down in fiscal 2000, distiller's
grain prices followed this trend downward.  As noted earlier, significant
improvement in distillers grain prices is not expected in the near future.


<PAGE>


Cost of Products Sold

Cost of products sold, as a percentage of net sales and revenues, decreased
1% from fiscal 1999 levels.  The fiscal 2000 decrease in cost of products
sold, as a percentage of net sales and revenues was due to the decline in the
average price per bushel for grain feedstocks and higher average sales prices
for ethanol.  However, this decrease was partially offset by a decline in the
average sale price of distiller's grain.  The Company's average cost of grain
decreased $.10 per bushel to an average price of $2.05 per bushel for fiscal
2000.

Selling, General and Administrative

Selling, general and administrative expenses were up approximately 52% or
$1.1 million from the prior fiscal year.  The increase was the result of
increases in administrative salaries and benefits expense resulting from
increased staffing, stock grants to key management personnel, increased
professional fees resulting from side-stream research and tax planning,
increased investor relations expenses, and increased Board of Directors fees
and expenses.

Earnings

Earnings decreased $0.3 million to $0.2 million in fiscal 2000.  The
Company's gross profit percentage increased 1% due to the 4% increase in the
average sales price of fuel grade ethanol and the $.10 per bushel decline in
average grain prices in fiscal 2000.  The Company's operating expenses
included increased selling, general, and administrative expenses compared to
fiscal 1999 and a $1.0 million write-down of the Portales, New Mexico
facility to its net realizable value.  The $0.4 million increase in net other
expenses was due to decreased other income, which was primarily debt
forgiveness recorded in fiscal 1999, and decreased gains on sale of assets in
fiscal 2000 compared to fiscal 1999.  Income taxes were lower in fiscal 2000
due to reduced earnings with the balance related to the increase in net
deferred tax liabilities compared to fiscal 1999.

Income Taxes

The Company has recognized income tax expense at the statutory federal rates,
plus applicable state rates, for financial reporting purposes for
substantially all pre-tax earnings reported after June 30, 1998 and expects
to continue to do so.  Most of this tax expense has been in the form of
increased deferred tax liabilities as opposed to currently payable
obligations.  As of June 30, 2001, the Company's deferred tax liabilities
were approximately $17.5 million.  For financial reporting purposes, these
deferred liabilities have been offset by deferred tax assets of approximately
$14.4 million, including unused net operating loss (NOL) carryforwards and
tax credit carryforwards.  The deferred liabilities are not subject to
expiration, but the offsetting deferred assets are subject to expiration at
various future dates.  Certain of these deferred tax assets have been
reserved with a $1.9 million allowance, leaving approximately $5.0 million of
net deferred tax liabilities on the Company's balance sheet at June 30, 2001.
The reserve covers portions of federal and state operating loss
carryforwards, and tax credit carryforwards in excess of amounts expected to
be utilized.  In the past, the Company has considered tax-planning strategies
intended to preserve as much of the deferred tax assets as possible, however,
at June 30, 2001, no tax planning strategies were in place.  During the
fiscal years ending June 30, 1999, and 2000, the Company recognized
additional tax expenses from providing allowances on the assets expected to
expire.  At June 30, 2001, the Company has substantial deferred tax assets
subject to expiration, for which allowances have not been provided.  When,
based on available evidence and management estimates, it becomes more likely
than not that amounts of deferred tax assets will expire before the benefit
is realized, additional allowances will be necessary resulting in the Company
recognizing tax expenses in amounts in excess of the statutory federal rates,
plus state rates.  See Note 7 to the financial statements for additional
information, including scheduled expiration dates of the Company's deferred
tax assets.

If changes in the stock ownership of the Company cause the Company to undergo
an "ownership change" as broadly defined in Section 382 of the Internal
Revenue Code (a "Section 382 Event"), utilization of the Company's tax credit
and NOL carryforwards may be subject to an annual limitation.  The Company
does not expect this annual limitation to necessarily limit the total tax
carryforwards ultimately utilized in the future.  However, this annual
limitation could defer the timing of these tax benefits, or even limit their
utilization, depending on future events.  The Company does not believe that a
Section 382 Event has occurred during the last three fiscal years.  However,
application of the complex provisions of Section 382 may be subject to
differing interpretations by taxing authorities.  The Company has no current
plans that it expects will limit utilization of its NOL's. However, large
purchases of the Company's stock by a single stockholder could create a
Section 382 Event over which the Company has no control.

Seasonality

Historically, the Company generates higher gross profits during the second
and third fiscal quarters (October through March) of each fiscal year.  This
is due to production efficiencies experienced during the cooler months of the
year and the traditional decrease in grain feedstock prices during and
shortly following the autumn grain harvest.  Historically demand and average
selling prices for ethanol are higher during the winter months due to
federal, state and local governments' oxygenate programs.  However, due to
chronically tight refining capacity and the initial stages of the MTBE phase-
out, fuel grade ethanol prices remained strong throughout the Company's
fiscal 2001.  The Company believes that due to the tight refining capacity it
is likely that gasoline prices will continue to hold above traditional
levels, and this, given that fuel grade ethanol traditionally tracks
gasoline, should translate into relatively strong fuel grade ethanol prices.
In light of these factors, management anticipates strong ethanol prices
throughout the first quarter of fiscal 2002, which is typically a period of
depressed prices, leading into the typically strong oxygenate season that
extends through the second and third quarters.  However, the legislative
issues regarding MTBE and/or RFG II or significant changes in gasoline
supplies or demand could have adverse affect on the long-term ethanol demand
and price.


<PAGE>

<TABLE>
<CAPTION>
Liquidity and Capital Resources
                                                    (in 000's)
                                            2001       2000       1999
<S>                                      <C>        <C>        <C>
Cash provided by operating activities    $  15.5    $   5.1    $   4.1
Cash and cash equivalents                    6.1        4.9        0.3
Working capital                              5.5        7.3       (4.4)
Capital expenditures                         8.5        1.5        2.2

</TABLE>

The Company obtained funds during the last three fiscal years from several
sources, including cash from operations, exercise of stock options, and
proceeds from various credit facilities.  Cash provided by operating
activities increased approximately $10.4 million in fiscal 2001 compared to
fiscal 2000.  Earnings plus non-cash charges for depreciation and
amortization and deferred income tax expense generated cash flows of
approximately $13.7 million.  In addition to the earnings and non-cash
charges, accounts payable increased significantly near year-end, as a result
of the increase in capital expenditures related to the York, Nebraska
facility's expansion, providing approximately $4.9 million of additional
cash.  These operating activity cash increases where reduced by approximately
$3.4 million of increases in accounts receivables and inventories.  Cash
provided by operating activities was used to upgrade the Company's
facilities; approximately $8.5 million was reinvested in plant equipment and
upgrades, including $6.5 million in expenditures for the York, Nebraska
facility expansion.  An additional $5.7 million, of the cash flow, was
applied to debt and capital leases.

In fiscal 2001, increases in accounts payable and current maturities of long-
term debt caused a decline in working capital.

Liquidity risks have been partially mitigated by the refinancing of the
Company's credit facilities, during fiscal 2000. In December 1999, the
Company was able to refinance its revolving and reducing lines-of-credit with
a bank.  The bank provided the Company with a line-of-credit of up to $8
million and  $20 million of term debt.  The facilities carry interest rate
alternatives equal to the bank's prime rate or a rate based on LIBOR rate,
whichever the Company elects, plus a premium.  The credit facilities have a
term of five years. The Company's financing agreement requires the Company to
maintain certain financial ratios, fulfill certain net worth and indebtedness
tests, and limit the Company's capital expenditures.  At June 30, 2001, the
Company was in violation of the capital expenditure covenant, but has since
received a waiver on the violation.  The Company used the loan proceeds of
$20 million to extinguish its existing $16.9 million revolving lines-of-
credit, pay loan origination and closing cost of approximately $1.0 million,
and strengthen its working capital and liquidity situation.   On February 23,
2001, the Company amended the original loan agreement to allow for the $10
million York, Nebraska expansion.  The agreement stipulated a non-recoverable
$2.6 million prepayment on the Company's estimated fiscal 2001
excess cash flow recapture and placed a $5.0 million reserve on the Company's
revolver.  The reserve is reduced by suppressed borrowing capacity, as
determined by the monthly borrow base certificate calculation.  At August 31,
2001, the Company's $8 million line-of-credit had $5.3 million of unreserved
availability which was fully available and undrawn.  The Company believes it
has the liquidity and borrowing capacity to sustain normal cyclical downturns
because of its current financing arrangements.  However, should the Company
experience an increase in the cost of its feedstocks, a decrease in the
demand for ethanol or related oxygenates, or if instability in the oil
markets results in decreased prices for gasoline, for a sustained period of
time then the Company's liquidity and cash reserves could be inadequate.  If
any of these events should occur and cash reserves proved insufficient, the
Company would have to seek additional funding through additional financing,
sale of stock, or the sale of assets.


<PAGE>


Fiscal 2001 capital expenditures were concentrated on two main projects:
dryer modifications at the Colwich, Kansas facility; and capacity expansion
at the York, Nebraska facility.  The Company expended approximately $1.7
million and $6.5 million on the dryer modifications and capacity expansion
projects, respectively.  The balance of the expenditures were made between
the three facilities on sustain capital projects.  In fiscal 2000,
approximately $0.8 million and $0.5 million of the capital expenditures were
for process plant equipment at the Colwich, Kansas and York, Nebraska
facilities, respectively, with the balance split between the corporate office
and Portales, New Mexico facility.  In fiscal 1999, approximately $1.0
million of the capital expenditures were for modifications to the York,
Nebraska facility, with the balance split between the Colwich, Kansas and
Portales, New Mexico plants.

The Company has approximately $3.5 million committed to acquire capital
assets as of June 30, 2001.  These capital commitments are primarily for
York, Nebraska facility expansion project.


Item 7a.             QUANTITATIVE AND QUALITATIVE DISCLOSURES
                                 ABOUT MARKET RISK

The Company produces ethanol from corn and milo, and as such is sensitive to
changes in the prices of these commodities.  The Company has traditionally
attempted to reduce the market risk associated with fluctuations in the
prices of its grain feedstock by periodically employing certain strategies,
including forward contracting, and transactions in grain futures or options.
As of June 30, 2001, the Company held the equivalent of 5,180,000 bushels of
grain futures positions, which establish a price ceiling of $2.09 per bushel.
In addition to the futures contracts, the Company had entered into forward
contract arrangements, both for the purchase of grain, and for the sale of
ethanol and related by-products. More details regarding these forward
contracts are included in Note 6 to the financial statements. Additional
information relating to this item is included in Item 7 -- Management's
Discussion and Analysis.

The Company had $13.9 million of debt related to its term debt credit
facility outstanding, as of June 30, 2001.  The debt carries a floating
interest rate, therefore the debt's carrying value approximates fair market
value as of June 30, 2001.  The Company, also entered into an interest rate
swap arrangement in fiscal 2000 to mitigate upside interest rate risk on
approximately seventy five percent of the floating rate term debt
outstanding.


<PAGE>


Item 8             FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

                           HIGH PLAINS CORPORATION

                             FINANCIAL STATEMENTS

                      Years Ended June 30, 2001 and 2000




                              TABLE OF CONTENTS
                                                                 Page

Independent Auditors' Report                                       1


Financial Statements:

  Balance Sheets                                                   2

  Statements of Operations                                         3

  Statements of Stockholders' Equity                               4

  Statements of Cash Flows                                         5

  Notes to Financial Statements                                  6 - 28




<PAGE>





                         INDEPENDENT AUDITORS' REPORT


The Board of Directors
High Plains Corporation


We have audited the accompanying balance sheets of High Plains Corporation as
of June 30, 2001 and 2000, and the related statements of operations,
stockholders' equity, and cash flows for each of the three years in the
period ended June 30, 2001.  These financial statements are the
responsibility of the Company's management.  Our responsibility is to express
an opinion on these financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally
accepted in the United States of America.  Those standards require that we
plan and perform the audits to obtain reasonable assurance about whether the
financial statements are free of material misstatement.  An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures
in the financial statements.  An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation.  We believe that our
audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of High Plains Corporation as
of June 30, 2001 and 2000, and the results of its operations and its cash
flows for each of the three years in the period ended June 30, 2001 in
conformity with accounting principles generally accepted in the United States
of America.




July 27, 2001
Wichita, Kansas


<PAGE>
                           HIGH PLAINS CORPORATION

                                BALANCE SHEETS

                            June 30, 2001 and 2000




                                  ASSETS


<TABLE>
<CAPTION>
                                               2001           2000
<S>                                       <C>             <C>
CURRENT ASSETS
  Cash and cash equivalents               $  6,097,284    $  4,886,011
  Accounts receivable:
    Trade (less allowance of $75,000 in
    2001 and 2000)                          11,936,169      10,026,422
  Production credits and incentives
    (less allowance of $-0- and $124,222
    in 2001 and 2000)                          278,462         329,829
  Inventories                                6,027,036       4,283,561
  Prepaid expenses and other                   536,310         567,428

      Total current assets                  24,875,261      20,093,251



PROPERTY, PLANT, AND EQUIPMENT
  Land and land improvements                   450,403         450,403
  Ethanol plants                            95,817,355      93,366,635
  Other equipment                              496,614         573,911
  Office equipment and leasehold
    improvements                               459,742         437,448
  Construction-in-progress                   6,600,789         914,586

                                           103,824,903      95,742,983
  Less accumulated depreciation            (34,847,298)    (31,295,936)

      Net property, plant, and equipment    68,977,605      64,447,047



OTHER ASSETS
  Deferred loan costs and other assets
    (less accumulated amortization of
    $331,031 and $125,372 in 2001 and
    2000)                                      733,655         862,298

                                          $ 94,586,521    $ 85,402,596

</TABLE>
<PAGE>


                   LIABILITIES AND STOCKHOLDERS' EQUITY

<TABLE>
<CAPTION>
                                               2001           2000
<S>                                       <C>             <C>
CURRENT LIABILITIES
  Current maturities of long-term debt    $  3,928,148    $  2,507,138
  Current maturities of capital lease
    obligations                                607,206         561,518
  Accounts payable                          13,270,462       8,321,407
  Accrued interest                             178,227         295,772
  Accrued payroll and property taxes         1,441,738       1,153,008

     Total current liabilities              19,425,781      12,838,843

Long-term debt, less current maturities      9,964,712      16,492,860
Capital lease obligations, less current
  maturities                                   341,433         940,376
Other                                               --         273,253
Deferred income tax payable                  4,979,836       1,389,000

                                            15,285,981      19,095,489

STOCKHOLDERS' EQUITY
  Common stock, $.10 par value, authorized
    50,000,000 shares; issued 16,778,574
    and 16,453,798 shares of which 461,649
    and 276,847 shares were held as
    treasury stock, respectively             1,677,857       1,645,380

  Additional paid-in capital                38,443,851      37,695,277
  Retained earnings                         21,029,645      14,865,932
  Accumulated other comprehensive loss:
    Cash flow hedge derivatives (net of
     $20,164 income taxes)                     (33,607)             --

                                            61,117,746      54,206,589
  Less:
    Treasury stock - at cost                (1,242,987)       (710,849)
    Deferred compensation                           --         (27,476)

      Total stockholders' equity            59,874,759      53,468,264

                                          $ 94,586,521    $ 85,402,596
</TABLE>
<FN>


                       The accompanying notes are an integral
                         part of these financial statements

                                       2

<PAGE>
                           HIGH PLAINS CORPORATION

                           STATEMENTS OF OPERATIONS

                    Years Ended June 30, 2001, 2000, and 1999



<TABLE>
<CAPTION>
                                               2001           2000           1999
<S>                                       <C>             <C>            <C>

Net sales and revenues                    $150,458,632    $108,531,461   $ 96,729,806

Cost of products sold                      135,638,742     102,088,325     91,978,197

     Gross profit                           14,819,890       6,443,136      4,751,609

Selling, general, and administrative
  expenses                                   3,580,739       3,249,161      2,096,731
Write-down of property, plant and
  equipment to estimated fair value                 --       1,022,567             --

     Operating income                       11,239,151       2,171,408      2,654,878

Other income (expense):
  Interest and other income                    441,060         179,148        297,135
  Interest expense                          (1,713,094)     (1,788,958)    (1,694,430)
  (Loss) gain on sale of equipment             (14,304)         31,911        233,143

                                            (1,286,338)     (1,577,899)    (1,164,152)

     Net earnings before income taxes        9,952,813         593,509      1,490,726

Income tax expense                          (3,789,100)       (433,155)      (955,845)

     Net earnings                         $  6,163,713    $    160,354   $    534,881

Earnings per share - basic                $        .38    $        .01   $        .03

Earnings per share - assuming dilution    $        .37    $        .01   $        .03

</TABLE>




<FN>


                       The accompanying notes are an integral
                         part of these financial statements

                                       3

<PAGE>
                           HIGH PLAINS CORPORATION

                     STATEMENTS OF STOCKHOLDERS' EQUITY

                    Years Ended June 30, 2001, 2000, and 1999



<TABLE>
<CAPTION>
                                                                           Accumu-
                                                                           lated
                    Common Stock                                            Other
                                         Additional   Compre-              Compre-               Deferred
                  Number of              Paid-in      hensive   Retained   hensive   Treasury     Compen-
                   Shares    Amount      Capital      Income    Earnings    Loss      Stock       sation      Total
<S>              <C>        <C>        <C>         <C>        <C>         <C>      <C>          <C>        <C>
Balance,
  June 30, 1998  16,410,622 $1,641,062 $37,457,167 $       -- $14,170,697 $     -- $  (863,911) $(133,868) $52,271,147

Amortization of
  deferred
  compensation                                                                                     50,564       50,564
Employee stock
  purchase                                                                                        (23,351)     (23,351)
Compensation
  expense on
  stock options
  granted                                   29,488                                                              29,488
Net earnings for
  year                                                534,881     534,881                                      534,881

Comprehensive
  income                                           $  534,881

Balance,
  June 30, 1999  16,410,622  1,641,062  37,486,655             14,705,578       --     (863,911) (106,655)  52,862,729

Exercise of stock
  options and
  employee stock
  purchase plan      43,176      4,318     123,453 $       --                                                  127,771
Re-issuance of
  treasury stock
  to employees and
  directors                                 85,169                                      153,062                238,231
Amortization of
  deferred
  compensation                                                                                     79,179       79,179
Net earnings for
  year                                                160,354     160,354                                      160,354

Comprehensive
  income                                           $  160,354

Balance,
   June 30, 2000 16,453,798  1,645,380  37,695,277             14,865,932       --     (710,849)  (27,476)  53,468,264

Exercise of stock
  options and
  employee stock
  purchase plan     324,776     32,477     748,574  $      --                                                  781,051
Acquisition of
  treasury stock                                                                        (532,138)             (532,138)
Amortization of
  deferred
  compensation                                                                                      27,476      27,476
Financial derivative
  recovery/(expense)                                  (33,607)             (33,607)                            (33,607)
Net earnings for year                               6,163,713   6,163,713                                    6,163,713

Comprehensive income                               $6,130,106

Balance,
  June 30, 2001  16,778,574 $1,677,857 $38,443,851            $21,029,645 $(33,607) $(1,242,987) $     --  $59,874,759

</TABLE>

<FN>


                                        The accompanying notes are an integral
                                        part of these financial statements

                                                            4

<PAGE>
                                     HIGH PLAINS CORPORATION

                                     STATEMENTS OF CASH FLOWS

                             Years Ended June 30, 2001, 2000, and 1999


<TABLE>
<CAPTION>
                                                            2001            2000            1999
<S>                                                      <C>            <C>             <C>
Cash flows from operating activities:
  Net earnings                                           $ 6,163,713    $   160,354     $   534,881
  Adjustments to reconcile net earnings to
    net cash provided by operating activities:
      Provision for deferred income tax                    3,611,000        443,155         945,845
      Depreciation and amortization                        3,914,999      3,995,802       3,801,834
      Provision for uncollectible accounts
        receivable                                            49,395         55,165         124,222
      Write down of property, plant, and equipment
        to estimated fair value                                   --      1,022,567              --
      Loss (gain) on sale of property, plant, and
        equipment                                             14,304        (31,911)       (194,816)
      Amortization of deferred compensation                   27,476         (1,623)         45,681
      Compensation expense on stock options granted               --             --          29,488
      Gain on cash flow hedge derivatives                    (53,771)            --              --
      Changes in operating assets and liabilities:
        Accounts receivable                               (1,907,775)    (4,412,303)       (792,907)
        Inventories                                       (1,481,148)       753,378       1,413,369
        Equipment held for resale                                 --             --         365,614
        Prepaid expenses and other                            31,118        824,162        (245,115)
        Accounts payable                                   4,949,055      1,627,661      (1,670,328)
        Accrued liabilities                                  171,185        661,975        (259,888)
          Net cash provided by operating activities       15,489,551      5,098,382       4,097,880
Cash flows from investing activities:
  Proceeds from sale of property, plant, and
    equipment                                                 18,589         22,000           5,000
  Acquisition of property, plant, and equipment           (8,525,276)    (1,476,006)     (2,182,724)
  (Increase) decrease in other non-current assets            (27,016)        13,524          39,308
          Net cash used in investing activities           (8,533,703)    (1,440,482)     (2,138,416)
Cash flows from financing activities:
  Proceeds from long-term debt                                    --     20,000,000              --
  Payments on long-term debt                              (5,107,138)    (1,000,002)             --
  Payments on revolving lines-of-credit                           --    (16,900,000)     (2,700,000)
  Proceeds from revolving lines-of-credit                         --             --         900,000
  Payments on capital lease obligations                     (563,099)      (521,893)       (505,773)
  Increase in other non-current assets                       (50,000)      (974,616)        (41,312)
  (Increase) decrease in other non-current
    liabilities                                              (18,374)       (72,052)         43,399
  (Acquisition) re-issuance of treasury stock               (532,138)       238,231              --
  Proceeds from exercise of options                          526,174        127,771              --
          Net cash (used in) provided by financing
            activities                                    (5,744,575)       897,439       (2,303,686)
          Increase (decrease) in cash and cash
            equivalents                                    1,211,273      4,555,339         (344,222)
Cash and cash equivalents:
  Beginning of year                                        4,886,011        330,672          674,894
          End of year                                    $ 6,097,284    $ 4,886,011     $    330,672


</TABLE>

<FN>
                            The accompanying notes are an integral
                              part of these financial statements

                                             5

<PAGE>
                             HIGH PLAINS CORPORATION

                           NOTES TO FINANCIAL STATEMENTS


1.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

    Cash Equivalents - High Plains Corporation (Company) considers all
    highly liquid investments with a maturity of three months or less when
    purchased to be cash equivalents.  Included in cash equivalents are
    United States government securities which are held in the Company's
    managed derivative clearing account to generate a return on excess
    cash.  At June 30, 2001, the Company held the following United States
    Treasury Bills:

                     Face       Effective        Maturity
                    Amount        Yield            Date

                   $ 50,000       3.73%        July 19, 2001
                    100,000       3.49%       August 19, 2001
                    100,000       3.38%      September 20, 2001

    The Company maintains its cash in bank deposit accounts that, at times,
    may exceed federally insured limits.  The Company has not experienced
    any losses in such accounts.  The Company believes it is not exposed to
    any significant credit risk on cash and cash equivalents.

    Inventories and Risk Management - Inventories are stated at the lower
    of cost (first-in, first-out) or market.  During the year ended June
    30, 2000, the Company purchased grain futures contracts intended to
    hedge grain purchasing transactions for the fourth quarter of that
    year.  During the fourth quarter of 2000, it was determined that the
    grain purchasing contracts intended to be in correlation with the
    futures did not have the expected fixed cost reduction arrangements.
    Accordingly, the Company's financial statement for the year ended June
    30, 2000, includes additional, unexpected grain costs of approximately
    $1,800,000, related to the absence of locked-in cost reductions on
    grain purchase contracts in correlation with the grain future
    derivative instruments.  During the fourth quarter of fiscal 2000, the
    Company sold substantially all of its grain future derivative positions
    held during 2000.

    Early in the year ended June 30, 2001, the Company implemented a new
    Grain Risk Management Program.  This program's stated objective is to
    stabilize the Company's cost of grain and to generate more predictable
    margins.  Also for the year ended June 30, 2001, the Company adopted
    the provisions of the Financial Accounting Standards Board (FASB)
    Statement of Financial Accounting Standards (SFAS) No. 133, Accounting
    for Derivative Instruments and Hedging Activities (SFAS 133).  SFAS 133
    establishes the accounting and reporting standards for derivative
    instruments, including hedging activities.

                                 (Continued)

                                      6

<PAGE>

                             HIGH PLAINS CORPORATION

                          NOTES TO FINANCIAL STATEMENTS
                                  (Continued)


1.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

    Operation of the Company's ethanol production facilities requires the
    purchase of grain feedstocks, and the sale of ethanol, primarily fuel-
    grade ethanol.  Accordingly, assuming ongoing operations, the Company
    is naturally "short" on grain and "long" on fuel ethanol.

    The Company's Grain Risk Management Program is intended to use grain
    purchase contracts together with grain futures derivatives to fix the
    cost of some of the Company's expected future grain feedstock
    purchases.  The Company's policy allows for the use of fixed price
    forward purchase contracts, unpriced forward basis differential
    purchase contracts, and Chicago Board of Trade (CBOT) derivative
    contracts (futures contracts).  The Company procured approximately
    56% of its grain requirements through unpriced forward basis differential
    purchase contracts using designated derivative future contracts on the
    CBOT to fix the cost of the grain.  Under this program, the Company
    does not enter into commitments or derivatives for grain in excess of
    expected feedstock requirements.

    At June 30, 2001, the Company had the following grain purchase positions:

                                                                Fixed Price
                                               Quantity           in Total

      Fixed price grain purchase contracts
        (forwards)                            1,350,000 bu      $  2,771,550
      Unpriced grain purchase contracts
        (forwards) with cost fixed through
        derivatives (futures)                 5,180,000 bu        10,826,200
      Unpriced grain purchase contracts
        (forwards) with no corresponding
        futures                               5,138,000 bu               N/A

    Under the provisions of SFAS 133, the derivatives in the Company's
    Grain Risk Management program are designated as cash flow hedges.
    Accordingly, the gains and losses on those open and closed grain
    derivative positions (futures on the CBOT) are deferred and reported in
    income and earnings per share as a component of the cost of related,
    purchased grain feedstocks when the grain inventory is consumed in the
    production process.  The deferred gains or losses on these open and
    closed derivative positions are disclosed as a component of other
    comprehensive income in these financial statements.

                                 (Continued)

                                      7

<PAGE>

                             HIGH PLAINS CORPORATION

                          NOTES TO FINANCIAL STATEMENTS
                                  (Continued)


1.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

    In addition to the Company's forecasted cash flow hedging derivative
    positions on unpriced forward grain commitments, the Company maintains
    a grain trading account, where it engages in grain derivative (futures
    on the CBOT) trading activity intended to take advantage of profit
    opportunities from trading in that market.  The derivatives that are
    designated as trading account activity are marked to market, resulting
    in immediate recognition of the resulting gain or loss.  During the
    year ended 2001, the Company's grain trading account entered into 1,230
    CBOT grain futures contracts (representing 6.2 million bushels); this
    activity resulted in net losses of $74,450.  At June 30, 2001, the
    Company's futures trading account had entered into four CBOT contracts
    and had a net settlement amount receivable of $9,400.  The settlement
    amount payable or receivable is included in trade receivables or
    payables in these financial statements.

    During 2001, the Company also implemented a new Fuel Ethanol Risk
    Management Program.  The program's stated objectives are to stabilize
    its sales price of fuel ethanol and to generate more predictable
    margins.  Part of this program involves unpriced forward contracts to
    sell portions of the Company's fuel ethanol output to customers with
    variable prices that are tied directly to the price of unleaded
    gasoline as quoted on national exchanges.  The Company may use
    derivative contracts to fix the price under the forward contract.  Such
    derivative contracts are treated as forecasted cash flow hedges under
    the provisions of SFAS 133, and the resulting gains and losses on the
    open and closed derivative contracts are recognized when the related
    fuel ethanol delivery occurs under the forward contract with the
    customer.  The deferred gains or losses on these open and closed
    derivative positions are disclosed as a component of other
    comprehensive income in these financial statements.

    Under this program, the Company does not enter into forward sales
    commitments in excess of expected fuel ethanol output, and it only
    enters into gasoline derivatives to the extent that it has unpriced
    forward sales contracts with customers with variable pricing
    arrangements that are tied to the price of gasoline as quoted on
    national exchanges.



                                 (Continued)

                                      8

<PAGE>

                             HIGH PLAINS CORPORATION

                          NOTES TO FINANCIAL STATEMENTS
                                  (Continued)



1.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

    During the third and fourth quarters of 2001, the Company sold
    approximately 3% of its fuel ethanol output under the above-described
    program.  At June 30, 2001, the Company had the following fuel ethanol
    sales positions:

                                                             Fixed Price
                                              Quantity        in Total

    Fixed price fuel grade ethanol sales
      contracts (forwards)                   13,822,100 gal  $ 19,125,294
    Unpriced fuel grade ethanol sales
      contracts (forwards) with sales
      price fixed through derivatives
      (futures)                               1,260,000 gal     1,737,540
    Unpriced fuel grade ethanol sales
      contracts (forwards) with no
      corresponding futures                   4,260,471 gal           N/A

    Property, Plant, and Equipment - Property, plant, and equipment are
    recorded at cost.  The cost of internally-constructed assets includes
    direct and allocable indirect costs.  Plant improvements are
    capitalized, while maintenance and repair costs are charged to expense
    as incurred.  Periodically, a plant or a portion of a plant's equipment
    is shut down to perform certain maintenance projects that are expected
    to improve the operating efficiency of the plant over the next year.
    These expenses are generally incurred once a year and thus are
    capitalized and amortized over the future 12-month period benefited.
    Included in prepaid expenses at June 30, 2001 and 2000 were $126,689
    and $328,266, respectively, of these expenditures.

    Provisions for depreciation of property, plant, and equipment are
    computed using the straight-line method over the following estimated
    useful lives:

              Ethanol plants            5 - 40 years
              Other equipment           5 - 10 years
              Office equipment          3 - 10 years
              Leasehold improvements         5 years





                                 (Continued)

                                      9

<PAGE>

                             HIGH PLAINS CORPORATION

                          NOTES TO FINANCIAL STATEMENTS
                                  (Continued)


1.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

    Impairment of Long-Lived Assets - In accordance with the FASB Statement
    No. 121, "Accounting for the Impairment of Long-Lived Assets and for
    Long-Lived Assets to be Disposed Of," the Company evaluates its assets
    for impairment whenever events or changes in circumstances indicate the
    carrying amount of the long-lived asset may not be fully recoverable.
    Recoverability of assets is measured by a comparison of the carrying
    amount of an asset to the future net cash flows expected to be
    generated by the asset or by comparison of the carrying amount of the
    asset to the estimated fair value of the asset.  If such assets are
    considered to be impaired, the impairment loss recognized is equal to
    the excess of the carrying value of the assets over the fair values.
    No such losses were recorded in fiscal years 1999 or 2001.  During
    2000, events and circumstances indicated that long-lived assets
    associated with the Company's Portales facility were impaired.  Based
    on a preliminary purchase offering price, the estimated fair value of
    the long-lived assets was less than the carrying value.  This
    difference between estimated fair value and the carrying value was
    recorded as a write down of property, plant, and equipment in the
    Company's fiscal year 2000 statement of operations.  Estimates of fair
    value are subject to revision in the future.

    Deferred Loan Costs - The Company incurred certain costs in connection
    with obtaining financing.  The Company amortizes these costs over the
    life of the debt.

    Fair Value of Financial Instruments - The fair value of financial
    instruments recorded on the balance sheet are not significantly
    different from the carrying amounts.

    Income Taxes - The Company uses an asset and liability approach to
    financial accounting and reporting for income taxes.  Deferred income
    tax assets and liabilities are computed annually for differences
    between the financial statement and tax bases of assets and liabilities
    that will result in taxable or deductible amounts in the future based
    on enacted tax laws and rates applicable to the periods in which the
    differences are expected to affect taxable income.  Valuation
    allowances are established when considered necessary to reduce deferred
    tax assets to the estimated amount expected to be realized.  Income tax
    expense is the tax payable or refundable for the period plus or minus
    the change during the period in deferred tax assets and liabilities.




                                 (Continued)

                                     10

<PAGE>

                             HIGH PLAINS CORPORATION

                          NOTES TO FINANCIAL STATEMENTS
                                  (Continued)


1.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

    Stock-Based Compensation - The Company accounts for stock-based
    compensation for employees using the intrinsic value method prescribed
    in Accounting Principles Board Opinion No. 25, Accounting for Stock
    Issued to Employees, and related Interpretations.  Accordingly,
    compensation cost for stock options is measured as the excess, if any,
    of the quoted market price of the Company's stock at the date of grant
    over the amount an employee must pay to acquire the stock.  However,
    the Company accounts for stock-based compensation for non-employees as
    provided under FASB Statement No. 123, Accounting for Stock-Based
    Compensation.  The fair value of the option grant is estimated on the
    date of grant using the Black-Scholes option pricing model.

    Estimates - The preparation of financial statements in conformity with
    accounting principles generally accepted in the United States of
    America requires management to make estimates and assumptions that
    affect: (1) the reported amounts of assets and liabilities,
    (2) disclosures such as contingencies, and (3) the reported amounts of
    revenues and expenses included in such financial statements.  Actual
    results could differ from those estimates.

    Contingencies - In the normal course of business, the Company becomes
    party to litigation and other contingencies that may result in loss or
    gain contingencies.  The Company follows FASB Statement No. 5,
    Accounting for Contingencies.  Under FASB Statement No. 5, loss
    contingencies are accrued if available information indicates it is
    probable a loss is incurred and the amount of such loss can be
    reasonably estimated.

    Reclassifications - Certain items on the 1999 and 2000 financial
    statements have been reclassified in order to be comparable with the
    presentation used on the 2001 financial statements.


2.  DESCRIPTION OF BUSINESS

    Ethanol Production Business - The Company's principal business is the
    operation of three plants in Kansas, Nebraska, and New Mexico for the
    distillation and production of industrial grade and fuel grade ethanol
    for sale to customers concentrated primarily in the western United
    States, primarily for mixture with gasoline to be used as a motor fuel.




                                 (Continued)

                                     11

<PAGE>

                             HIGH PLAINS CORPORATION

                          NOTES TO FINANCIAL STATEMENTS
                                  (Continued)


2.  DESCRIPTION OF BUSINESS (CONTINUED)

    The Company's operations are dependent upon state governmental
    incentive payments.  Kansas production incentive payments recorded as
    product sales and revenues in the accompanying financial statements
    were $1,336,642 for fiscal 1999, $1,288,405 for fiscal 2000, and
    $1,074,454 for fiscal 2001.  The Kansas incentive program, originally
    scheduled to expire July 1, 2001, has been extended through June 30,
    2004.

    The State of Nebraska (Nebraska) offered a transferable production tax
    credit in the amount of $.20 per gallon of ethanol produced for a
    period of 60 months from date of first eligibility.  The credit was
    only available to offset Nebraska motor fuels excise taxes.  The
    Company transferred these credits to a Nebraska gasoline retailer who
    then reimbursed the Company for the credit amounts less a handling fee.
    Not less than 2 million gallons and not more than 25 million gallons of
    ethanol produced annually at the Nebraska facility were eligible for
    the tax credit.  Based on the Nebraska plant's original production
    capacity, this credit was no longer available after the first quarter
    of fiscal 2000.  However, during the second quarter of fiscal 2001, the
    Company was able to recover the additional amounts, below, upon
    completion of an amendment to the original production incentive
    agreement with Nebraska.  Nebraska adopted a new three-year incentive
    program under which the Company will receive a $.075 per gallon
    incentive for ethanol production expansion.  Nebraska production tax
    credit amounts recorded as revenues in the accompanying financial
    statements were $5,210,273 in fiscal 1999, $1,500,470 in fiscal 2000,
    and $1,814,668 in fiscal 2001.

    The market for the Company's ethanol product is affected by the federal
    government's excise tax incentive program scheduled to expire September
    30, 2007.  Under this program, gasoline distributors who blend gasoline
    with ethanol receive a federal excise tax rate reduction for each
    blended gallon, resulting in an indirect pricing incentive to ethanol.
    For calendar year 2000, the tax rate reduction equaled $.054 per
    blended gallon containing 10% or more ethanol by volume.
    Alternatively, blenders could claim an income tax credit of $.54 per
    gallon of ethanol blended with gasoline.  However, in 2001, the tax
    rate reduction began to decrease over the remaining life of the
    program.  The rate decreases to $.053 in 2001, $.052 in 2003, and $.051
    in 2005.





                                 (Continued)

                                     12

<PAGE>

                             HIGH PLAINS CORPORATION

                          NOTES TO FINANCIAL STATEMENTS
                                  (Continued)


2.  DESCRIPTION OF BUSINESS (CONTINUED)

    The market for the Company's product is also affected through federal
    regulation by the Environmental Protection Agency under the Clean Air
    Act and the Reformulated Gasoline Program.  The U.S. Department of
    Agriculture Commodity Credit Corporation's (CCC) Bioenergy Program
    provides a two-year cash incentive for ethanol producers who increase
    their grain consumption in order to increase their fuel ethanol
    production.  The program allows the Company reimbursement for the cost
    of one bushel of grain for every two and one-half bushels, in fiscal
    2001, and three and one-half bushels, in fiscal 2002, used for
    increases in fuel ethanol production.  CCC payments recorded as product
    sales and revenues in the accompanying financial statements were
    $500,910 for fiscal 2001.

    Ethanol Marketing Business - The Company actively purchases fuel
    ethanol produced by independent producers unrelated to the Company.
    The Company has also contracted to provide process and operational
    consulting services to select ethanol producers.

    Portales Plant - In December 1997, the Company acquired an idle ethanol
    production facility in Portales, New Mexico, for $4,000,000.  After
    improvements were made, production began in March 1998.  In March 1999,
    the carbon dioxide (CO2) processing equipment from the Portales plant
    was sold.  The $933,000 difference between the carrying amount of the
    equipment and the sales price was treated as an adjustment to the
    original purchase price allocation.  This was in recognition of a
    change in the estimated fair value of the CO2 equipment used at the date
    of acquisition.  On May 10, 2000, the Company agreed to accept an offer
    for the Portales plant with a proposed purchase price of $3,000,000 for
    the plant and other assets plus inventory at approximately 85% of fair
    value at the time of closing.  The purchase was proposed to close
    within 90 days, subject to the buyer obtaining financing.  Based on
    this preliminary offer, management revised its estimate of the fair
    value of the plant and other related assets and in fiscal 2000 provided
    for an expense due to impairment of the Portales plant in the amount of
    $1,022,567.  This proposed transaction was initially extended and then
    abandoned when the buyer could not obtain suitable financing.  No
    further provision has been made in the current year for additional
    impairment expense.  The Company intends to operate the Portales, New
    Mexico, facility for the foreseeable future.





                                 (Continued)

                                     13

<PAGE>

                             HIGH PLAINS CORPORATION

                          NOTES TO FINANCIAL STATEMENTS
                                  (Continued)

3.  INVENTORIES

    Inventories consisted of:
                                            June 30,
                                      2001            2000

         Raw materials            $ 1,200,473     $ 1,276,938
         Work-in-process              500,583         493,064
         Finished goods             2,642,186       1,469,053
         Spare parts                1,683,794       1,044,506

                                  $ 6,027,036     $ 4,283,561


4.  REVOLVING LINE-OF-CREDIT AND LONG-TERM DEBT

    In December 1999, the Company entered into a credit facility (loan
    agreement) with a bank providing a line-of-credit up to $8,000,000 and
    term debt with an original principal balance of $20,000,000.  The line-
    of-credit carries an interest rate option equal to the bank's prime
    rate or a rate based on the LIBOR rate, whichever the Company elects.
    In February 2001, the bank amended the original loan agreement to allow
    for expansion of the York, Nebraska plant.  The amended agreement
    requires a non-recoverable $2.6 million prepayment on the term debt
    (based on fiscal 2001 excess cash flow).  The amended agreement also
    places a $5 million reserve on the Company's borrowing base.  At
    June 30, 2001, the Company had not advanced any funds on the line, and
    after consideration of the borrowing base and required reserve, the
    Company had approximately $5,726,000 available.  The term debt, at June
    30, 2001, consists of five tranches with interest rates ranging from
    6.98% to 7.18%.  The principal payments are due monthly as follows:
    $187,500 through December 2003, $270,834 from January 2004 through
    December 2004, and all remaining principal and interest due December
    31, 2004.  Maturities of long-term debt for the next five years are as
    follows:

                          2002         $  3,928,148
                          2003            2,250,000
                          2004            2,749,998
                          2005            4,964,714

                                         13,892,860
                Less current maturities   3,928,148

                                       $  9,964,712



                                 (Continued)

                                     14


<PAGE>

                             HIGH PLAINS CORPORATION

                          NOTES TO FINANCIAL STATEMENTS
                                  (Continued)


4.  REVOLVING LINE-OF-CREDIT AND LONG-TERM DEBT (CONTINUED)

    Collateral on the facility includes substantially all accounts
    receivables, inventory, general intangibles, property, and equipment
    located at the Company's ethanol facilities, and the Company's rights
    to payments under present or future production incentive contracts from
    the Ethanol Plant Production Credit Agreement with Nebraska.

    The financing agreement contains various customary restrictions,
    including the maintenance of certain financial ratios, fulfilling
    certain net worth and indebtedness tests, and capital expenditure
    limitations.


 5. LEASES

    Sale - Leaseback Transaction - In 1996, the Company sold certain
    processing equipment for the production of industrial grade ethanol for
    $3,128,676 and concurrently entered into an agreement to lease the
    property back at $54,191 per month through December 12, 2002.  The sale
    of equipment was recorded resulting in a gain of $87,447 that was
    deferred and will be recognized over a period not to exceed the six-
    year term of the lease agreement.  The lease has been classified as a
    capital lease.  The equipment under lease is included in ethanol plants
    totaling $3,128,676, less accumulated depreciation of $760,263, for a
    net book value of $2,368,413 at June 30, 2001.

    Operating Leases - The Company leases 248 railroad cars under operating
    leases expiring in various years through June 30, 2006.  Annual rentals
    approximate $1,514,000 for all 248 cars.  These rail car leases require
    the Company to pay certain executory costs.  Corporate offices are also
    under a five-year lease expiring in 2003 that requires annual rentals
    of $52,111.  Rent paid for all operating leases during the years ended
    June 30, 2001, 2000, and 1999 was $1,789,747, $1,484,143, and
    $1,474,387, respectively.



                                 (Continued)

                                     15

<PAGE>

                             HIGH PLAINS CORPORATION

                          NOTES TO FINANCIAL STATEMENTS
                                  (Continued)



5.  LEASES (CONTINUED)

    Future Minimum Lease Payments - The following is a schedule of future
    minimum lease payments for capital leases and non-cancelable operating
    leases as of June 30, 2001:


                                                Capital      Operating
                Year Ending June 30,            Leases        Leases

                      2002                    $  658,725    $ 1,697,683
                      2003                       333,580      1,377,391
                      2004                         8,434        969,034
                      2005                         8,434        409,191
                      2006                         2,513        101,365

          Total minimum lease payments         1,011,686    $ 4,554,664
          Less amount representing interest       63,047

          Present value of net minimum lease
             payments                            948,639
          Less current maturities                607,206

                                              $  341,433


6.  COMMITMENTS

    Forward Contracts - The Company periodically enters into forward
    contracts with suppliers and customers on both the purchase of grain
    and the sale of ethanol and by-products.  At June 30, 2001, the Company
    had forward contracts as follows:

                                                          Fixed Price
                                         Quantity           in Total

    Purchase of corn and milo            6,530,000 bu     $ 13,597,750
    Purchase of corn and milo            5,138,000 bu         Unpriced
    Purchase of natural gas                959,100 MMBTU     5,275,050
    Sale of dried and wet distillers
      grains                               123,511 ton       4,682,807
    Sale of fuel grade ethanol          15,082,100 gal      20,862,834
    Sale of fuel grade ethanol           4,260,471 gal        Unpriced
    Sale of industrial/beverage grade
      ethanol                            1,771,000 gal       2,670,180
    Sale of syrup and other by-products        412 ton           6,103


                                 (Continued)

                                     16

<PAGE>

                             HIGH PLAINS CORPORATION

                          NOTES TO FINANCIAL STATEMENTS
                                  (Continued)

6.  COMMITMENTS (CONTINUED)

    The unpriced corn and milo contracts, above, generally have fixed basis
    adjustment provisions whereby the supplier has agreed a specified
    adjustment to the market price.

    No losses are expected on these contracts because the Company intends
    to convert the grain feedstocks into ethanol and sell the ethanol at
    prices above costs to produce.  However the two commodities are subject
    to selling prices, which vary independently, and there can be no
    assurance that such prices will produce a profit in the future.  The
    Company customarily settles these contracts out by making or taking
    delivery of the product.

    The Company has contracts to sell carbon dioxide, a production by-
    product, to another company from its York, Nebraska, and Colwich,
    Kansas, facilities through 2008 and 2007, respectively.  The York,
    Nebraska, facility contract requires the Company to supply a minimum of
    200 tons per day of CO2 throughout the term of the contract at a fixed
    price of $7 per short ton.  The Colwich, Kansas, facility contract
    requires the Company to supply a minimum of 100 tons per day of CO2.
    The Company will receive from $1.96 to $3.12 per ton of CO2 produced
    based on a volume of 100 tons to in excess of 150 tons of daily
    production and other factors.

    Capital Expenditures - As of June 30, 2001, the Company was committed
    to approximately $3,500,000 of additional capital expenditures for
    expansion and energy efficiency enhancements at the York plant.


7.  INCOME TAXES

    For federal and state income tax purposes, the Company has net
    operating loss carryforwards and federal general business tax credit
    carryforwards.  These result in deferred tax assets (operating loss
    carryforwards are computed at 34% and 6% rates for federal and state
    taxes, respectively), which, if the carryforwards are not used, expire
    as follows:






                                 (Continued)

                                     17

<PAGE>

                             HIGH PLAINS CORPORATION

                          NOTES TO FINANCIAL STATEMENTS
                                  (Continued)


7.  INCOME TAXES (CONTINUED)


<TABLE>
<CAPTION>
     Expires in              Operating Loss Carryforwards            Net General
    Fiscal Year                                           New       Business Credit
      Ending           Federal     Kansas    Nebraska    Mexico      Carryforward
<S>                 <C>         <C>          <C>         <C>          <C>
      2002          $       --  $  316,000   $  47,000   $       --   $       --
      2003                  --          --     202,000           --           --
      2004             336,000          --      28,000           --           --
      2005                  --          --      14,000           --           --
      2007                  --     139,000          --           --    1,500,000
      2008                  --     220,000          --           --    1,500,000
      2009                  --      43,000          --           --    1,500,000
      2010                  --      47,000          --           --           --
      2012           1,664,000          --          --           --           --
      2013           2,760,000          --          --           --           --
      2014             589,000          --          --           --           --
      2015             681,000          --          --        1,000           --

                    $6,030,000  $  765,000   $ 291,000   $    1,000   $4,500,000

</TABLE>

    The general business credits in fiscal 2007 - 2009 are small ethanol
    producer federal tax credits.  In the event these credits would expire,
    the Company would receive an income tax deduction of 100% of the small
    ethanol producer credit in the year of expiration.

    At June 30, 2001, the Company also has a Nebraska investment credit
    carryforward of $1,647,000, expiring in fiscal 2009, which may be used
    to offset future income taxes in Nebraska.  At June 30, 2000, the
    Nebraska investment credit carryforward was $2,725,000.  The reduction
    in this credit carryforward is attributable to the Company's
    determination, during 2001, to utilize portions of this credit as
    offsets to future Nebraska sales taxes rather than income taxes.
    Accordingly, the benefits of the credit carryforward will be recognized
    at the time of the sales tax offset.

    The tax net operating loss carryforwards and federal tax credit
    carryforwards discussed above and other matters result in deferred tax
    assets (DTAs) under FASB Statement No. 109 totaling $14,435,164 at
    June 30, 2001.  The book basis of property, plant, and equipment in
    excess of its tax basis results in a deferred tax liability of
    $17,544,000, and the valuation allowance offsets an additional
    $1,871,000 of deferred tax assets, leaving a net deferred tax liability
    at June 30, 2001 of $4,979,836.



                                 (Continued)

                                     18

<PAGE>

                             HIGH PLAINS CORPORATION

                          NOTES TO FINANCIAL STATEMENTS
                                  (Continued)


7.  INCOME TAXES (CONTINUED)

    Income taxes consisted of:
<TABLE>
<CAPTION>
                                                            June 30,
                                                 2001         2000         1999
<S>                                        <C>            <C>           <C>
    Current tax expense (benefit)          $   178,100    $  (10,000)   $   10,000

    Tax effect of changes in deferred
     tax assets and liabilities:
      Book basis of plant and equipment
        in excess of tax basis               1,050,000       479,000       946,000
      Capital lease liability                  223,000      (591,000)           --
      Nondeductible accrued expenses
        and other                               39,000        66,155       (28,155)
      Decrease (increase) in net
        operating loss carryforward          2,910,000      (959,000)     (365,000)
      Decrease in general business
        credits carryforward                    86,000         7,000     1,263,000
      Change in Nebraska investment
        credit carryforward                  1,078,000     2,336,000      (167,000)
      AMT credit carryforward                 (171,000)           --       (16,000)
      Decrease in asset valuation
        allowance                           (1,604,000)     (895,000)     (687,000)

    Deferred tax expense                     3,611,000       443,155       945,845

    Income tax expense                     $ 3,789,100    $  433,155    $  955,845
</TABLE>

    A reconciliation between the actual income tax expense and income taxes
    computed by applying the statutory federal income tax rate to earnings
    before income taxes is as follows:

<TABLE>
<CAPTION>
                                                            June 30,
                                                 2001         2000         1999
<S>                                        <C>            <C>           <C>

    Computed income tax expense, at 34%    $ 3,384,000    $  201,800    $  506,850
    State income taxes                         461,000            --            --
    Revised estimates of deferred tax
      assets                                   729,000    (1,206,000)           --
    Change in valuation allowance, net
      of expired or reduced assets            (440,000)    1,441,000       572,000
    Other, net                                (344,900)       (3,645)     (123,005)

    Total income tax expense               $ 3,789,100    $  433,155    $  955,845

</TABLE>




                                 (Continued)

                                     19

<PAGE>

                             HIGH PLAINS CORPORATION

                          NOTES TO FINANCIAL STATEMENTS
                                  (Continued)



7.  INCOME TAXES (CONTINUED)

    The Company has deferred income tax liabilities and assets arising from
    the following temporary differences and carryforwards:


<TABLE>
<CAPTION>
                                                             June 30,
                                                       2001             2000
<S>                                                <C>              <C>
    Deferred tax liabilities:
        Book basis of property, plant, and
          equipment in excess of tax basis         $ 17,544,000     $ 16,494,000

    Deferred tax assets:
        Net federal and state operating
          loss carryforwards                       $  7,087,000     $  9,997,000
        Nebraska investment credit carryforward       1,647,000        2,725,000
        General business credit carryforward          4,500,000        4,586,000
        AMT credit carryforward                         666,000          495,000
        Nondeductible accrued expenses and other        167,164          186,000
        Capital lease liability                         368,000          591,000

                                                     14,435,164       18,580,000
    Less:  Valuation allowance                        1,871,000        3,475,000

                                                   $ 12,564,164     $ 15,105,000

    Net deferred income tax liability              $ (4,979,836)    $ (1,389,000)

</TABLE>
    The valuation allowance has been established to reduce deferred tax
    assets as follows:

<TABLE>
<CAPTION>
                                                             June 30,
                                                       2001             2000
<S>                                                <C>              <C>

    Net federal and state operating loss
      carryforwards                                $    171,000     $    346,000
    Nebraska investment credit carryforward           1,200,000        1,724,000
    General business credit carryforward                500,000        1,405,000

                                                   $  1,871,000     $  3,475,000

</TABLE>





                                 (Continued)

                                     20

<PAGE>

                             HIGH PLAINS CORPORATION

                          NOTES TO FINANCIAL STATEMENTS
                                  (Continued)


7.  INCOME TAXES (CONTINUED)

    The Company has considered the feasibility of certain tax planning
    strategies aimed at preservation of the expiring tax assets, and the
    Company intends to monitor the status of its expiring tax assets and
    the ongoing suitability of tax planning strategies.  However, the
    Company currently has no specific plan to implement a tax strategy, and
    accordingly, the allowance is based on the Company's best estimates of
    utilization of the tax assets through generation of future taxable
    income with no provision for the use of tax strategies or the cost
    thereof.  Accordingly, the Company's determination of the allowance for
    deferred tax assets is based on available evidence and is necessarily
    an estimate that is subject to change based on future events.


8.  SEGMENT INFORMATION

    Segment information has been prepared in accordance with FASB SFAS No.
    131 (SFAS 131), "Disclosures about Segments of an Enterprise and
    Related Information."  Segments were determined based on products and
    services provided by each segment.  Accounting policies of the segments
    are the same as those described in the summary of significant
    accounting policies.  Performance of the segments is evaluated on gross
    profit before allocated selling, general and administrative expenses
    and income taxes, excluding other income and expenses. The Company
    believes its gross profit approach for evaluating each segment's
    performance is a better indicator of the segment's incremental
    contribution to the Company's performance.  This approach mitigates the
    impact of subjective allocations of selling, general, and
    administrative expense, which may or may not be incremental in relation
    to the increased activity related to the segment.  Intersegment sales
    were made at prices approximating current market value.

    The Company has two reportable segments: (1) ethanol production and
    (2) ethanol marketing.  The ethanol production segment produces and
    sells ethanol and its by-products.  The ethanol marketing segment
    actively markets fuel ethanol purchased by the Company, in bulk, from
    independent producers unrelated to the Company.  The Company has also
    contracted to provide process and operational consulting services to
    select ethanol producers, but provided no consulting services in fiscal
    years 1999 through 2001.




                                 (Continued)

                                     21

<PAGE>

                             HIGH PLAINS CORPORATION

                          NOTES TO FINANCIAL STATEMENTS
                                  (Continued)


8.   SEGMENT INFORMATION (CONTINUED)

<TABLE>
<CAPTION>
                                           Ethanol          Ethanol
                                          Production       Marketing          Total

                        For the Year Ended June 30, 2001
<S>                                     <C>              <C>             <C>
    Net sales to external customers     $118,804,388     $ 31,654,244    $150,458,632
    Intersegment sales                     1,459,403               --       1,459,403
    Depreciation and amortization          3,914,999               --       3,914,999
    Segment gross profit                  14,705,593          114,297      14,819,890
    Segment assets                        90,779,393        3,807,128      94,586,521
    Additions to property, plant and
      equipment                            8,525,276               --       8,525,276


                        For the Year Ended June 30, 2000

    Net sales to external customers     $ 97,108,898     $ 11,422,563    $108,531,461
    Intersegment sales                            --               --              --
    Depreciation and amortization          3,995,802               --       3,995,802
    Segment gross profit                   6,377,035           66,101       6,443,136
    Segment assets                        82,595,654        2,806,942      85,402,596
    Additions to property, plant and
      equipment                            1,476,006               --       1,476,006


                        For the Year Ended June 30, 1999

    Net sales to external customers     $ 93,061,081     $  3,668,725    $ 96,729,806
    Intersegment sales                            --               --              --
    Depreciation and amortization          3,801,834               --       3,801,834
    Segment gross profit                   4,636,649          114,960       4,751,609
    Segment assets                        85,105,817          296,779      85,402,596
    Additions to property, plant
      and equipment                        2,182,724               --       2,182,724

</TABLE>



                                 (Continued)

                                     22

<PAGE>

                             HIGH PLAINS CORPORATION

                          NOTES TO FINANCIAL STATEMENTS
                                  (Continued)


9.  QUARTERLY FINANCIAL DATA (UNAUDITED)

    Summary data relating to the results of operations for each quarter of
    the year ended June 30, 2001 follows (in thousands, except per share
    amounts):

                              First    Second     Third    Fourth     Total
                             Quarter   Quarter   Quarter   Quarter    Year

    Net sales and revenues  $ 29,182  $ 36,079  $ 40,179  $ 45,019  $150,459
    Gross profit               3,272     5,066     3,224     3,258    14,820
    Net income                 1,298     2,344     1,247     1,275     6,164
    Earnings per share:
      Basic                      .08       .14       .08       .08       .38
      Assuming dilution          .08       .14       .08       .08       .37

    The Company's first quarter gross profit is $95,000 less than reported
    in the respective Form 10-Q due to a reclassification of certain
    expenses from selling, general, and administrative to cost of goods
    sold.


10. STOCK-BASED COMPENSATION

    The Company has three stock-based compensation plans, which are
    described below.  Grants to employees under those plans are accounted
    for following APB Opinion No. 25.  Accordingly, no compensation cost
    has been recognized for options granted to employees in the financial
    statements, except under the employee stock purchase plan where
    compensation expense equals the excess of the fair market value of the
    shares over the exercise price on the grant date.  Grants to non-
    employees under the plans are accounted for under SFAS 123.  There were
    no options granted to non-employees (excluding non-employee directors)
    during the years ended June 30, 2001 and 2000.  For the 50,000 options
    granted to a non-employee in the year ended June 30, 1999, $29,489 was
    recognized as compensation expense.  Had compensation cost for all the
    stock-based compensation plans been determined based on the fair value
    grant date, consistent with the provisions of SFAS 123, the Company's
    net earnings and earnings per share would have been reduced to the pro
    forma amounts below:


                                       2001          2000          1999
    Net earnings (loss):
      As reported                  $ 6,163,713    $  160,354    $  534,881
      Pro forma                      5,607,787       (82,037)      404,382

    Earnings per share:
      As reported                         $.38          $.01          $.03
      Pro forma                            .34            --           .02



                                 (Continued)

                                     23

<PAGE>

                             HIGH PLAINS CORPORATION

                          NOTES TO FINANCIAL STATEMENTS
                                  (Continued)


10. STOCK-BASED COMPENSATION (CONTINUED)

    Fixed Stock Option Plans - The Company has two fixed option plans under
    which it may grant options to key employees, officers, and directors to
    purchase common stock, with a maximum term of 10 years, at the market
    price on the date of grant.  Options up to 1,200,000 shares may be
    granted under the 1990 plan and options up to 4,000,000 shares may be
    granted under the 1992 plan.  These options typically have a six-month
    vesting period from the date of grant.  The fair value under SFAS 123
    of each option granted is estimated on the date of grant using the
    Black-Scholes option pricing model with the following weighted average
    assumptions for 2001, 2000, and 1999: dividend rate of 0% for all
    years; price volatility of 61.72%, 48.98%, and 45.74%; risk-free
    interest rates of 5.7%, 6.1%, and 4.6%; and expected lives of 5 years,
    5 years, and 4 years, respectively.

    A summary of the status of the two fixed plans at June 30, 2001, 2000,
    and 1999, and changes during the years then ended is as follows:

<TABLE>
<CAPTION>
                                  2001                 2000                   1999
                                     Weighted-            Weighted-              Weighted-
                                      Average              Average                Average
                          Number of  Exercise   Number of  Exercise   Number of   Exercise
                           Shares     Price      Shares     Price      Shares      Price
<S>                       <C>        <C>        <C>        <C>        <C>         <C>
    Outstanding and
      exercisable at
      beginning of
      year                2,123,318  $4.7563    1,918,318  $5.1069    1,795,918   $5.4443
    Granted               1,837,500   2.9331      230,000   1.5833      180,000    1.7870
    Exercised              (245,600)  2.0391      (20,000)  1.6723           --        --
    Expired or
      surrendered          (276,325)  6.0741       (5,000)  5.6300      (57,600)   5.2500

    Outstanding and
      exercisable at
      end of year         3,438,893   3.8703    2,123,318   4.7563    1,918,318    5.1069

    Weighted average
      fair value per
      option of
      options
      granted during
      the year                       $1.64                 $ .88                  $ .72

</TABLE>



                                 (Continued)

                                     24

<PAGE>

                             HIGH PLAINS CORPORATION

                          NOTES TO FINANCIAL STATEMENTS
                                  (Continued)



10. STOCK-BASED COMPENSATION (CONTINUED)

    The following table summarizes information about the outstanding
    options at June 30, 2001:

                                                    Weighted-      Weighted-
                                                     Average        Average
                                      Number        Remaining      Exercise
      Range of Exercise Prices      Outstanding       Life           Price

         $ 1.13 to $ 2.94            1,653,500         8.9          $ 2.60
         $ 3.00 to $ 4.81              871,600         7.1          $ 3.50
         $ 5.13 to $ 5.63              553,793         2.7          $ 5.35
             $ 8.34                    360,000         3.5          $ 8.34

                                     3,438,893


    The Company's 1990 and 1992 Stock Option Plans were approved for
    modification at the Company's November 1994 and 2000 annual meetings of
    stockholders.  The amendment approved in 1994 provide that when
    optionees exercise their options and remit the exercise payment to the
    Company, they may be granted a one-time option to purchase a like
    quantity of Common Shares as those options exercised (Reload Options).
    The Reload Options shall have an exercise price equal to the closing
    sales price of the Company's Common Stock on the day in which the
    original options were exercised, and shall have an exercise period that
    extends to the later of one year from the date of grant of the Reload
    Option or the expiration date of the originally exercised option.
    Options subject to reload included in total outstanding options at June
    30, 2001 totaled 271,500 shares.  These have a weighted average
    exercise price of $4.9346.  The amendment approved in 2000 modified the
    1992 Stock Option Plan by providing for scheduled grants to non-
    employee directors.  Included in the 1,837,500 options granted during
    fiscal 2001 were 750,000 options granted to directors of the Company
    and 600,000 options to the Company's president, all of which are
    exercisable ratably over three years.  The remainder were issued to key
    members of management and are also exercisable ratably over three years.0

    Employee Stock Purchase Plan - In August, 1995 the Company adopted a
    compensatory Employee Stock Purchase Plan (ESPP), effective for a
    three-year period, to provide employees of the Company with an
    incentive to remain with the Company and an opportunity to participate
    in the growth of the Company.  In January 2000, the Company's board of
    directors resolved to terminate the ESPP.  During 2001, materially all
    grants under the ESPP had either been paid or stock was issued.



                                 (Continued)

                                     25

<PAGE>

                             HIGH PLAINS CORPORATION

                          NOTES TO FINANCIAL STATEMENTS
                                  (Continued)


11. MAJOR CUSTOMERS

    Sales to individual customers of 10% or more of net sales and revenues
    are as follows:

                                                    Trade Accounts Receivable
              Sales During the Year Ended June 30,      Balance at June 30,
    Customer      2001       2000        1999           2001         2000

       A      $    16,510 $   572,337 $14,127,657   $       --   $       --
       B        2,639,389   7,623,696  16,434,233      442,180      757,366
       C        1,063,406  13,691,936   9,984,620       48,152      234,528
       D        9,704,846   7,256,603   9,196,843       10,584    1,063,815
       E       13,646,334  12,496,316          --      292,355      214,344
       F       24,186,735   5,806,548          --    1,577,166    1,945,337

              $51,257,220 $47,447,436 $49,743,353   $2,370,437   $4,215,390


12. EARNINGS PER SHARE

    Basic earnings per share is computed by deducting from net earnings or
    adding to net losses the income not available to common stockholders
    and dividing the result by the weighted average number of shares
    outstanding during the period.

    Diluted earnings per share is computed by increasing the weighted
    average shares outstanding by the number of additional shares that
    would have been outstanding if all dilutive potential common shares had
    been issued, unless the effect is to reduce the loss or increase the
    income per common share outstanding.

                                            For the Year Ended 2001
                                                                      Per
                                      Income          Shares         Share
                                    (numerator)    (denominator)     Amount

    Basic EPS:
      Income available to common
        stockholders                $ 6,163,713     16,226,799      $  0.38
      Effect of Dilutive Securities
        Stock Options                                  238,624

    Diluted EPS:
      Income available to common
        stockholders plus assumed
        conversions                 $ 6,163,713     16,465,423      $  0.37




                                 (Continued)

                                     26

<PAGE>

                             HIGH PLAINS CORPORATION

                          NOTES TO FINANCIAL STATEMENTS
                                  (Continued)


12. EARNINGS PER SHARE (CONTINUED)

    Options outstanding at June 30, 2001 to purchase 3,198,289 shares of
    common stock with a range of exercise prices from $3.19 to $8.34, were
    not included in the computation of diluted EPS because the options'
    exercise prices were greater than the average market price of the
    common shares.  The options expire over a 10-year period.

                                            For the Year Ended 2000
                                                                      Per
                                      Income          Shares         Share
                                    (numerator)    (denominator)     Amount


    Basic EPS:
      Income available to common
        stockholders                $   160,354     16,148,899      $  .01
      Effect of Dilutive Securities
        Stock Options                                   63,531

    Diluted EPS:
      Income available to common
        stockholders plus assumed
        conversions                 $   160,354     16,212,430      $  .01

    Options outstanding at June 30, 2000 to purchase 2,059,787 shares of
    common stock with a range of exercise prices from $2.19 to $8.34, were
    not included in the computation of diluted EPS because the options'
    exercise prices were greater than the average market price of the
    common shares.  The options expire over a 10-year period.


                                            For the Year Ended 1999
                                                                      Per
                                      Income          Shares         Share
                                    (numerator)    (denominator)     Amount
    Basic EPS:
      Income available to common
        stockholders                $   534,881     15,999,444      $  .03
      Effect of Dilutive Securities
        Stock Options                                   15,540

    Diluted EPS:
      Income available to common
      stockholders plus assumed
      conversions                   $   534,881     16,014,984      $  .03

    Options outstanding at June 30, 1999 to purchase 1,902,778 shares of
    common stock with a range of exercise prices from $1.63 to $8.34, were
    not included in the computation of diluted EPS because the options'
    exercise prices were greater than the average market price of the
    common shares.  The options expire over a 10-year period.




                                 (Continued)

                                     27

<PAGE>

                             HIGH PLAINS CORPORATION

                          NOTES TO FINANCIAL STATEMENTS
                                  (Continued)




13. ADDITIONAL INFORMATION FOR STATEMENTS OF CASH FLOWS

                                        2001           2000           1999

    Interest paid                    $1,830,639     $1,548,528     $1,862,810
    Income taxes paid                   165,000         30,000             --

    The Company had the following non-cash transactions:

                                        2001           2000           1999
    Issued stock and recorded
      additional paid-in capital in
      connection with the liquidation
      of the ESPP plan               $  254,879     $        --     $      --
    Transfer of inventory to
      property, plant, and equipment    262,327              --            --
    Purchase of plant and equipment
      in exchange for debt                   --          26,085            --
    Increase in accrued compensation
      costs at implementation of ESPP        --              --        23,351
    Decrease in deferred compensation
      from employee terminations                         80,802         4,883
    Acceptance of receivable in exchange
      for sale of property, plant, and
      equipment                              --              --     1,000,000


14. 401(k) PLAN

    The Company has a 401(k) plan whereby all employees who are over the
    age of 19 and have 60 days of continuous service are eligible to
    participate.  Employees may contribute from 1% to 12% of their pay.
    The Company matches 100% of the first 3% of employee salary deferrals
    and 50% of the next 2% of employee salary deferrals.  The Company
    contributions to the Plan for the years ended June 30, 2001, 2000, and
    1999, were $170,750, $187,169, and $58,600, respectively.







                                      28



<PAGE>





Item 9            CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
                        ACCOUNTING AND FINANCIAL DISCLOSURE

None.


PART III

Item 10                  DIRECTORS AND EXECUTIVE OFFICERS OF
                                   THE REGISTRANT

Section 16(a) Beneficial Ownership Reporting Compliance:

Under the securities laws of the United States, the Company's directors,
executive officers, and any persons holding more than ten percent of the
Company's securities are required to report to the Securities and Exchange
Commission and to the NASDAQ National Market System by a specified date his or
her ownership of or transactions in the Company's securities. To the Company's
knowledge, based solely on information filed with the Company, all of these
requirements have been satisfied, except that Daniel B. Allison failed to
timely file one Form 4, representing one transaction, for the month of
February, 2001.  This Form 4 reported a sale of 500 shares of the Company's
common stock, filing was due on March 10, 2001, and the form was filed
on May 10, 2001.

The balance of information relating to this item is hereby incorporated by
reference from the "Directors and Executive Officers" section of the
Company's 2001 Proxy Statement, which is anticipated to be filed with the
Securities and Exchange Commission within 120 days after the end of the
Company's fiscal year ended June 30, 2001.


Item 11                     EXECUTIVE COMPENSATION

The information relating to this item is hereby incorporated by reference
from the "Executive Compensation" section of the Company's 2000 Proxy
Statement, which is anticipated to be filed with the Securities and Exchange
Commission within 120 days after the end of the Company's fiscal year ended
June 30, 2001.


Item 12              SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
                             OWNERS AND MANAGEMENT

The information relating to this item is hereby incorporated by reference
from the "Security Ownership of Certain Beneficial Owners and Management"
section of the Company's 2000 Proxy Statement, which is anticipated to be
filed with the Securities and Exchange Commission within 120 days after the
end of the Company's fiscal year ended June 30, 2001.


Item 13                 CERTAIN RELATIONSHIPS AND RELATED
                                   TRANSACTIONS

The information relating to this item is hereby incorporated by reference
from the "Certain Relationships and Related Transactions" section of the
Company's 2000 Proxy Statement, which is anticipated to be filed with the
Securities and Exchange Commission within 120 days after the end of the
Company's fiscal year ended June 30, 2001.


<PAGE>


Part IV

Item 14               EXHIBITS, FINANCIAL STATEMENT SCHEDULES
                          AND REPORTS FILED ON FORM 8-K

(a) Documents Filed as a Part of This Report

(1) Financial Statements

Statements of Income - Years Ended
      June 30, 2001, 2000 and 1999

    Statements of Stockholders' Equity - Years Ended
      June 30, 2001, 2000 and 1999

    Balance Sheets - June 30, 2001 and 2000

    Statements of Cash Flows - Years Ended
      June 30, 2001, 2000 and 1999

    Notes to Financial Statements

    Independent Auditors' Report on Financial Statements


(2) Financial Statement Schedules

None.

(3) Exhibits

See Index to Exhibits attached hereto and incorporated by
reference herein.

(b) Reports on Form 8-K

During the fourth quarter of the period covered by this report, these
reports on Form 8-K have been filed.

April 9, 2001     Company provided update on York, Nebraska facility
                  expansion and stock buy-back program (Item 5 of Form 8-K).

April 16, 2001    Company announced fiscal 2001 third quarter
                  earnings  (Item 5 of Form 8-K).

June 1, 2001      Company announced the expiration of Portales, New
                  Mexico sales contract (Item 5 of Form 8-K).

June 13, 2001     Company announced EPA's decision to deny California's
                  request for a waiver from compliance with the clean octane
                  (oxygenate) requirement of the Clean Air Act. (Item 5 of
                  Form 8-K).


<PAGE>


June 19, 2001     Company announced decision to de-classify (de-stagger)
                  the terms of office served by its Board members (Item 5
                  of Form 8-K).

July 12, 2001     Company announced initial agreements with four ethanol
                  producers to market 60 million gallons of ethanol annually
                  (Item 5 of Form 8-K).

August 15, 2001   Company announced fiscal 2001 fourth quarter earnings
                  (Item 5 of Form 8-K).

September 6, 2001 Company provided update on York, Nebraska expansion and
                  updated earnings guidance for the first quarter of
                  fiscal 2002.


(c) Exhibits

Exhibits are listed in Item 14(a) (3) and filed as part of this report.

All forward-looking statements made in these materials and materials
incorporated herein by reference are made pursuant to the safe harbor
provisions of the Private Securities Litigation Reform Act of 1995.  Such
statements are identified as including terms such as "may", "will", "should",
"expects", "anticipates", "estimates", "plans", or similar language.
Investors are cautioned that all forward-looking statements involve risks and
uncertainty.  Among the factors that could cause actual results to differ
materially from those anticipated by certain of the above statements are the
following: 1) legislative changes regarding air quality, fuel specifications
or incentive programs; 2) changes in cost of grain feedstock; and 3) changes
in market prices or demand for motor fuels and ethanol.  Additional
information concerning those and other factors is contained in the Company's
Securities and Exchange Commission filings, including but not limited to, its
Proxy Statement, Annual Report, quarterly 10Q filings, and press releases,
copies of which are available from the Company without charge.  The Company
does not undertake to update any forward-looking statement which may be made
from time to time by or on behalf of the Company.


<PAGE>


                                   SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized in Wichita,
Kansas on the 28th day of September, 2000.

                                                  HIGH PLAINS CORPORATION

                                                  By: /s/Gary R. Smith
                                                  President / Chief Executive
                                                  Officer / Director


Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on the behalf of the
Registrant and in the capacities and on the date indicated.


SIGNATURE                       TITLE                     DATE
                                Chairman of the
                                Board and
Donald D. Schroeder             Director                  September 28,2001

H.T. Ritchie                    Director                  September 28,2001

Gilbert B. Eckhoff              Director                  September 28,2001

David C. Nesbitt                Director                  September 28,2001

Gary R. Smith                   Director                  September 28,2001

                                Vice President
                                General Council
Christopher G. Standlee         Secretary                 September 28,2001

                                Vice President
David E. Dykstra                Sales and Marketing       September 28,2001

                                Vice President
Timothy W. Newkirk              Operations                September 28,2001


<PAGE>


Index to Exhibits                                                Page 1 of 4

3-1    Articles of Incorporation, as amended, of the Company,
       (incorporated herein by reference to Exhibits 3.1 through 3.10 to
       the Company's Registration Statement on Form S-1, dated
       February 9, 1993).

3-2    Certificate of Amendment to Articles of Incorporation of the
       Company, dated October 14, 1994 (incorporated herein by reference
       to Exhibit 3-7 to the Company's Annual Report on Form 10-K for
       the fiscal year ended June 30, 1995).

3-3    Certificate of Amendment of Articles of Incorporation of the
       Company, dated November 22, 1994 (incorporated herein by
       reference to Exhibit 3-8 to the Company's Annual Report on Form
       10-K for the fiscal year ended June 30, 1995).

3-4    Certificate of Correction of Certificate of Amendment to Articles
       of Incorporation of the Company, dated March 22, 1993,
       (incorporated herein by reference from Exhibit 4-2 to the
       Company's Registration Statement on Form S-8, dated January 16, 1996).

3-5    Amended Bylaws of the Company, dated January 15, 1981,
       (incorporated herein by reference to Exhibit 3-5 to the Company's
       Annual Report on Form 10-K, dated June 30, 1998).

3-6    Amendment to Article III, Section 1 and 2 of the Amended Bylaws
       of the Company, dated March 6, 1986, (incorporated herein by
       reference to Exhibit 3-6 to the Company's Annual Report on Form
       10-K, dated June 30, 1998).

3-7    Amendment to Article V, of the Amended Bylaws of the Company,
       dated April 6, 1998, (incorporated herein by reference to Exhibit
       3-7 to the Company's Annual Report on Form 10-K, dated June 30, 1998).

3-8    Amendment to Articles III and V, of the Amended Bylaws of the
       Company, dated September 30, 2000 (incorporated herein by reference to
       Exhibit 3-8 to the Company's Annual Report on Form 10-K, dated June 30,
       2000.

3-9    Amendment to Article III, of the Amended Bylaws of the Company dated
       June 7, 2001, attached hereto as Exhibit 3-9.

4-1    Form of Common Stock Certificate (incorporated herein by
       reference from Exhibit 4-1 to the Company's Registration
       Statement on Form S-1, dated April 18, 1988).

10-1   Ethanol production credit agreement with the State of Nebraska
       Department of Revenue dated October 9, 1992 (incorporated by
       reference from Exhibit 10-7 to the Company's Annual Report on
       Form 10-K, dated June 30, 1994).

10-2   High Plains Corporation 1990 Stock Option Plan (incorporated by
       reference from Exhibit 10-8 to the Company's Registration
       Statement on Form S-1, dated February 9, 1993).


<PAGE>


                                                                  Page 2 of 4

10-3   High Plains Corporation 1992 Stock Option Plan (incorporated by
       reference from Exhibit 10-14 to the Company's Registration
       Statement on Form S-1, dated February 9, 1993).

10-4   Amendment to the Company's 1990 Stock Option Plan, dated November 18,
       1994, increasing the number of shares available under the
       plan and granting of additional options to replace certain
       options when exercised (incorporated by reference from Exhibit 10-11
       to the Company's Annual Report on Form 10-K dated June 30, 1995).

10-5   Amendment to the Company's 1992 Stock Option Plan, dated November 18,
       1994, increasing the number of shares available under the
       plan and granting of additional options to replace certain
       options when exercised (incorporated by reference from Exhibit 10-12
       to the Company's Annual Report on Form 10-K dated June 30, 1995).

10-6   Employment Agreement dated April 1, 1995, between the Company and
       Raymond G. Friend, for the continuation of employment through
       July 1, 2000 (incorporated by reference from Exhibit 10-18 to the
       Company's Annual Report on Form 10-K dated June 30, 1995).

10-7   High Plains Corporation 1995 Employee Stock Purchase Plan
       (incorporated herein by reference from Exhibit 4-14 to the
       Company's Registration statement on Form S-8, dated January 22, 1996).

10-8   High Plains Corporation 1995 Key Management Employee Stock
       Purchase Plan (incorporated herein by reference from Exhibit 4-15
       to the Company's Registration Statement on Form S-8, dated
       January 22, 1996).

10-9   Stanley E. Larson Retirement and Consulting Agreement (incorporated
       herein by reference from Exhibit 10-14 to the Company's Annual
       Report on Form 10-K dated June 30, 1997).

10-10  Agreement between Centennial Trading, LLC, Michael Rowan and the
       Company to purchase feedstock for the Company, (incorporated
       herein by reference from Exhibit 10-14 to the Company's Annual
       Report on Form 10-K dated June 30, 1997).

10-11  Agreement between the Company and EPCO Carbon Dioxide Products, Inc.,
       for the sale of raw CO2 for an initial period of five years, dated
       November 6, 1997, (incorporated herein by reference to Exhibit 10-11
       to the Company's Annual Report on Form 10-K, dated June 30, 1998).

10-12  Employment agreement dated March 31, 1998, between the Company
       and Gary R. Smith, for an initial period of three years, expiring
       March 30, 2001, (incorporated herein by reference to Exhibit 10-12
       to the Company's Annual Report on Form 10-K, dated June 30, 1998).

10-13  Amendment to employment agreement between the Company and Raymond
       G. Friend, dated June 30, 1998, (incorporated herein by reference
       to Exhibit 10-13 to the Company's Annual Report on Form 10-K,
       dated June 30, 1998).


<PAGE>


                                                                 Page 3 of 4

10-14  Lease Agreement between the Company and EPCO Carbon Dioxide
       Products, Inc. for the lease of land relating to CO2 Agreement
       listed under 10-10, (incorporated herein by reference to Exhibit 10-14
       to the Company's Annual Report on Form 10-K, dated June 30, 1998).

10-15  Lease dated April 17, 1998 between the Company and Center Towers L.C.
       for a five year lease of office space, (incorporated herein
       by reference to Exhibit 10-15 to the Company's Annual Report on
       Form 10-K, dated June 30, 1998).

10-16  Employment agreement dated March 12, 1999, between the Company
       and Roger Hill, for an initial period of three years, expiring
       April 30, 2002, (incorporated herein by reference to Exhibit 10-16
       to the Company's Annual Report on Form 10-K, dated June 30, 1999).

10-17  Agreement between the Company and Kolmar Petrochemicals Americas, Inc.,
       for the sale of fuel grade ethanol for an initial period of
       one year, dated March 2, 1999, (incorporated herein by reference
       to Exhibit 10-17 to the Company's Annual Report on Form 10-K, dated
       June 30, 1999).

10-18  Amendment to agreement between the Company and Kolmar Petrochemicals
       Americas, Inc., for the sale of fuel grade ethanol for an initial
       period of one year, dated March 10, 1999, (incorporated herein by
       reference to Exhibit 10-18 to the Company's Annual Report on
       Form 10-K, dated June 30, 1999).

10-19  Agreement between the Company and EPCO Carbon Dioxide Products, Inc.,
       for the sale of raw CO2 for an initial period of fifteen years and
       dated March 30, 1999, (incorporated herein by reference to Exhibit 10-19
       to the Company's Annual Report on Form 10-K,dated June 30, 1999).

10-20  Agreement between the Company and EPCO Carbon Dioxide Products, Inc.,
       for the sale of CO2 Liquefaction Plant assets dated March 30, 1999,
       (incorporated herein by reference to Exhibit 10-20 to the Company's
       Annual Report on Form 10-K, dated June 30, 1999).

10-21  Agreement between the Company and EPCO Carbon Dioxide Products, Inc.,
       for lease of parcel located at the Company's Colwich, Kansas plant for
       an initial period of fifteen years and dated March 30, 1999,
       (incorporated herein by reference to Exhibit 10-21 to the Company's
       Annual Report on Form 10-K, dated June 30, 1999).

10-22  Agreement between the Company and ICM, Inc., for sale of Dry Distiller's
       Grain and Wet Distiller's Grain from Colwich, Kansas and York, Nebraska
       plants for an initial period of two years and dated March 29, 1999,
       (incorporated herein by reference to Exhibit 10-22 to the Company's
       Annual Report on Form 10-K, dated June 30, 1999).


<PAGE>


                                                                 Page 4 of 4

10-23  Agreement between the Company and Black Hole Enterprises, Ltd, an
       affiliated entity, for lease of Aztec Airplane for an initial period
       of three years and dated October 20, 1998, (incorporated herein by
       reference to Exhibit 10-23 to the Company's Annual Report on Form 10-K,
       dated June 30, 1999).

10-24  Agreement between the Company and Black Hole Enterprises, Ltd, an
       affiliated entity, terminating the lease of the Aztec Airplane,
       as of November 4, 1999, (incorporated herein by reference to
       Exhibit 10-24 to the Company's Annual Report on Form 10-K, dated
       June 30, 2000).

10-25  Agreement between the Company and Natural Chem Industries, LLC
       for the sale of the Company's Portales, New Mexico facility dated
       May 10, 2000, (incorporated herein by reference to Exhibit 10-25
       to the Company's Annual Report on Form 10-K, dated June 30, 2000).

10-26  Lease dated April 7, 2000 between the Company and Center Towers L.C.
       for a 37 month lease of office space, (incorporated herein by
       reference to Exhibit 10-26 to the Company's Annual Report on Form 10-K,
       dated June 30, 2000).

10-27  Employment agreement dated April 1, 2001, between the Company and
       Gary R. Smith, for an initial period of thirty months, expiring
       September 30, 2003, attached hereto as exhibit 10-27.

10-28  Employment agreement dated July 1, 2001, between the Company and
       Christopher G. Standlee, for an initial period of eighteen
       months, expiring December 31, 2002, attached hereto as exhibit 10-28.

10-29  Employment agreement dated July 1, 2001, between the Company and
       Timothy W. Newkirk, for an initial period of eighteen months,
       expiring December 31, 2002, attached hereto as exhibit 10-29.

10-30  Employment agreement dated July 1, 2001, between the Company and
       David E. Dykstra, for an initial period of eighteen months,
       expiring December 31, 2002, attached hereto as exhibit 10-30.

10-31  Employment agreement dated July 1, 2001, between the Company and
       Michael S. Shook, for an initial period of eighteen months,
       expiring December 31, 2002, attached hereto as exhibit 10-31.

10-32  Employment agreement dated July 1, 2001, between the Company and
       Christopher S. Glaves, for an initial period of eighteen months,
       expiring December 31, 2002, attached hereto as exhibit 10-32.

10-33  Agreement between the Company and ICM, Inc., for sale of Dry
       Distiller's Grain and Wet Distiller's Grain from Colwich, Kansas
       and York, Nebraska plants through May 1, 2002, attached hereto
       as exhibit 10-33.

11-1   Statement on Computation of Per Share Earnings (Please see note 12
       in the Financial Statements included herein).

23-1   Consent of Allen, Gibbs and Houlik, L.C., independent certified public
       accountants.

27-1   Financial Data Schedule.

<PAGE>




Exhibit 3-8

                           HIGH PLAINS CORPORATION

                               AMENDED BYLAWS
                            As of June 30, 2001

                                  ARTICLE I

                                   OFFICES

Section 1. The principal office shall be in the City of Wichita, Kansas
and the name of the resident agent in charge thereof is Christopher G.
Standlee.

Section 2.  The corporation may also have offices at such other places
both within and without the State of Kansas as the Board of Directors may from
time to time determine, or the business of the corporation may require.

                                  ARTICLE II

                           MEETINGS OF STOCKHOLDERS

Section 1.   All meetings of the stockholders for any purpose may be
held at such time and place, within or without the State of Kansas, as shall
be stated in the notice of the meeting or in a duly executed waiver of notice
thereof.

Section 2.   An annual meeting of stockholders commencing with the year
1981, shall be held on the 2nd Tuesday of November (or on such other date as
the Board of Directors may determine) of each year if not a legal holiday, and
if a legal holiday, then on the next secular day following at 10 o'clock a.m.,
at which time the stockholders shall elect by a plurality vote a Board of
Directors and transact such other business as may properly be brought before
the meeting.

Section 3.  Written notice of the annual meeting shall be served upon or
mailed to each stockholder entitled to vote thereat at such address as appears
on the books of the corporation at least seven (7) days prior to the meeting.

Section 4.  At least ten (10) days before every election of directors, a
complete list of the stockholders entitled to vote at said election, arranged
in alphabetical order, with the residence of each and the number of voting
shares held by each, shall be prepared by the secretary. Such list shall be
open at the place or in the city where the election is to be held for said ten
(10) days, to the examination of any stockholder, and shall be produced and
kept at the time and place of election during the whole time thereof, and
subject to the inspection of any stockholder who may be present.

Section 5.  Special meetings of the stockholders for any purpose or
purposes, unless otherwise prescribed by statute or by the certificate of
incorporation, may be called by the president and shall be called by the
president or secretary at the request, in writing, of a majority of the Board
of Directors, or at the request in writing of stockholders owning a majority
in amount of the entire capital stock of the corporation issued and
outstanding and entitled to vote. Such request shall state the purpose or
purposes of the proposed meeting.


<PAGE>


Section 6.  Written notice of a special meeting of stockholders, stating
the time and place and object thereof, shall be served upon or mailed to each
stockholder entitled to vote thereat at such address as appears on the books
of the corporation, at least seven (7) days before such meeting.

Section 7.  Business transacted at all special meetings shall be
confined to the objects stated in the call.

Section 8.  The holders of a majority of the stock issued and
outstanding and entitled to vote thereat, present in person or represented by
proxy, shall be requisite and shall constitute a quorum at all meetings of the
stockholders for the transaction of business except as otherwise provided by
statute, by the certificate of incorporation or by these Bylaws. If, however,
such quorum shall not be present or represented at any meeting of the
stockholders, the stockholders entitled to vote thereat, present in person or
represented by proxy, shall have power to adjourn the meeting from time to
time, without notice other than announcement at the meeting, until a quorum
shall be present or represented. At such adjourned meeting at which a quorum
shall be present or represented any business may be transacted which might
have been transacted at the meeting as originally notified.

Section 9.  When a quorum is present at any meeting, the vote of the
holders of a majority of the stock having voting power present in person or
represented by proxy shall decide any question brought before such meeting,
unless the question is one upon which, by express provision of the statutes or
of the certificate of incorporation or of these Bylaws, a different vote is
required in which case such express provision shall govern and control the
decision of such question.

Section 10.  At any meeting of the stockholders, every stockholder
having the right to vote shall be entitled to vote in person, or by proxy
appointed by an instrument in writing subscribed by such stockholder and
bearing a date not more than three (3) years prior to said meeting, unless
said instrument provides for a longer period. Each stockholder shall have one
vote for each share of stock having voting power, registered in his name on
the books of the corporation.

Except where the transfer books of the corporation shall have been
closed or a date shall have been fixed as a record date for the determination
of its stockholders entitled to vote, no share of stock shall be voted on at
any election of directors which shall have been transferred on the books of
the corporation within twenty (20) days next preceding such election of
directors.

Section 11.   Whenever the vote of stockholders at a meeting thereof
is required or permitted to be taken in connection with any corporate action
by any provisions of the statutes or of the certificate of incorporation or of
these Bylaws, the meeting and vote of stockholders may be dispensed with, if
all the stockholders who would have been entitled to vote upon the action if
such meeting were held, shall consent in writing to such corporate action
being taken.

                                  ARTICLE III

                                   DIRECTORS

Section 1. The number of directors which shall constitute the whole board
shall be set from time to time as determined by the Board of Directors.
Beginning at the annual meeting of stockholders and election of directors next
following the close of fiscal 2001 and continuing thereafter, there shall be
only one class of directors elected for a term to expire at the next annual
meeting of stockholders following their election.  Provided however, that
directors previously elected to longer terms may continue to serve until the
expiration of the term to which they were elected.  The directors shall be
elected at the appropriate annual meetings of the stockholders except as
provided in Section Two of this Article, and each director elected shall hold
office until his successor shall be elected and shall qualify.  Directors need
not be stockholders.


<PAGE>


At least two-thirds of the members of the Board of Directors (the
"Board") shall be independent.  For purposes of any action of the Board, at
least one-half of the directors present and eligible to vote must be
independent.

An independent director means a person who:

a. has never been an employee of the Company or any of its
subsidiaries.
b. provides no services to the Company or to the Chief Executive
Officer or senior management of the Company as an adviser,
consultant or otherwise.
c. is not employed by an entity which provides services to the
Company or to the Chief Executive Officer or senior management of
the Company as an adviser, consultant or otherwise.
d. is not affiliated with a significant customer or supplier of the
Company ("significant" means more than 1% of annual sales).
e. has not had, during the past two years, any interest in any
significant transaction, or any business or financial
relationship, with the Company or an affiliate of the Company
(other than service as a director) for which the Company has been
required to make disclosure under Regulation S-K of the Securities
and Exchange Commission.
f. is not a relative of an executive officer or director of the
Company.
g. receives no compensation from the Company other than director's
fees.
h. does not personally receive and is not an employee, director, or
trustee of a foundation, university, or other institution that
receives grants or endowments from the Company that are material
to the Company or to either the recipient and/or the foundation,
university or institution.
i. is not employed by an entity of which (i) an executive officer of
the Company serves as a director or trustee, or (ii) a director of
the Company serves in a senior executive capacity.

Section 2.  If any vacancies occur in the Board of Directors caused by
death, resignation, retirement, disqualification or removal from office of any
directors or otherwise, or any new directorship is created by any increase in
the authorized number of directors, a majority of the directors then in
office, though less than a quorum, may choose a successor or successors, or
fill the newly created directorship and the directors so chosen shall hold
office until the next annual election of directors and until their successors
shall be duly elected and qualified, unless sooner displaced.

Section 3.  The property and business of the corporation shall be
managed by its board of directors which may exercise all such powers of the
corporation and do all such lawful acts and things as are not, by statute or
by the certificate of incorporation or by these Bylaws, required to be
exercised or done by the stockholders.

                            MEETINGS OF THE BOARD

Section 4.  The directors of the corporation may hold their meetings,
both regular and special, either within or without the state of Kansas.

Section 5.  The first meeting of each newly elected Board shall be held
at such time and place as shall be fixed by the vote of the stockholders at
the annual meeting and no notice of such meeting shall be necessary to the
newly elected directors in order legally to constitute the meeting, provided a
quorum shall be present, or they may meet at such place and time as shall be
fixed by the consent in writing of all the directors.


<PAGE>


Section 6.  Regular meetings of the Board may be held without notice at
such time and place as shall from time to time be determined by the Board.

Section 7.  Special meetings of the Board may be called by the president
on seven (7) days' notice of each director, either personally or by mail or by
telegram; special meetings shall be called by the president or secretary in
like manner and on like notice on the written request of two (2) directors.
Special meetings may be held without notice if all directors consent in
writing to any such meeting, and the place and time for such meeting shall be
fixed by the written consent to the particular meeting.

Section 8.  At all meetings of the Board, the presence of a majority of
the directors shall be necessary and sufficient to constitute a quorum for the
transaction of business and the act of a majority of the directors present at
any meeting at which there is a quorum shall be the act of the Board of
Directors except as may be otherwise specifically provided by statute or by
the certificate of incorporation or by these Bylaws. If a quorum shall not be
present at any meeting of directors, the directors present thereat may adjourn
the meeting from time to time, without notice other than announcement at the
meeting, until a quorum shall be present. The directors shall choose one of
their number to serve as Chairman of the Board of Directors. If at any time
the Chairman of the Board shall be an executive officer of the Company, or for
any other reason shall not be an independent director, a non-executive Lead
Director shall be selected by the independent directors.  The Lead Director
shall be one of the independent directors, shall be a member of the Audit
Committee and of the Executive Committee, if there is such a committee, and
shall be responsible for coordinating the activities of the independent
directors.  He shall assist the Board in assuring compliance with these
corporate governance procedures and policies, and shall coordinate, develop
the agenda for, and moderate executive sessions of the Board's independent
directors.  Such executive sessions shall be held immediately before or
following each regular meeting of the Board, and may be held at other times as
designated by the Lead Director.  The Lead Director shall approve, in
consultation with the other Independent Directors, the retention of
consultants who report directly to the Board.  If at any time the Chairman of
the Board is one of the independent directors, then he or she shall perform
the duties of the Lead Director.


                           COMMITTEES OF DIRECTORS

    Section 9.  The Board of Directors, by resolution passed by a majority of
the whole Board, may designate one or more committees with each committee to
consist of two or more of the directors of the corporation which, to the
extent provided in side resolution, shall have and may exercise the powers of
the Board of Directors in the management of the business and affairs of the
corporation, and may have power to authorize the seal of the corporation to be
affixed to all papers which may require it. Such committee or committees shall
have such name or names as may be determined from time to time by resolution
adopted by the Board of Directors.  In addition to such other committees as
may be established by the Board from time to time, the following committees
shall be established and maintained by the Board:

a. There shall be an Audit Committee of the Board, composed entirely
of independent directors, which shall oversee the Company's
financial reporting process and internal controls, review
compliance with laws and accounting standards, recommend the
appointment of public accountants, and provide a direct channel of
communication to the Board for public accountants, internal
auditors and finance officers.
b. There shall be a Nominating Committee of the Board, composed
entirely of independent directors, which shall be responsible for
the evaluation and nomination of Board members.


<PAGE>


c. There shall be a Compensation Committee of the Board, composed
entirely of independent directors, which shall be responsible for
(i) ensuring that senior management will be accountable to the
Board through the effective application of compensation policies,
and (ii) monitoring the effectiveness of both senior management
and the Board (including committees thereof).  The Compensation
Committee shall establish compensation policies applicable to the
Company's executive officers.  A fair summary of such policies and
the relationship of corporate performance to executive
compensation, including the factors and criteria upon which the
Chief Executive Officer's compensation was based, shall be
disclosed to shareholders in the Company's proxy statement for the
annual meeting.
d. There shall be a Transaction Committee of the Board, composed
entirely of independent directors, which shall be responsible for
reviewing all related-party transactions involving the Company,
and considering and making recommendations to the full Board with
respect to all proposals involving (i) a change in control, or
(ii) the purchase or sale of assets constituting more than 10% of
the Company's total assets.  Additionally, the Transaction
Committee shall be responsible for reviewing all transactions or
proposed transactions that trigger the Company's Shareholder
Rights Plan, if any.


                            COMPENSATION OF DIRECTORS

Section 10.  Directors, as such, shall not receive any stated salary for
their services but by resolution of the Board, a fixed sum and expenses of
attendance, if any, may be allowed for attendance at each regular or special
meeting of the Board; provided that nothing herein contained shall be
construed to preclude any director from serving the corporation in any other
capacity and receiving compensation therefor. Members of special or standing
committees may be allowed like compensation for attending committee meetings.


                            AMENDMENT OF ARTICLE III

Section 11. The foregoing provisions of this Article III are adopted as
part of the Bylaws of the Company and cannot be amended or repealed without
either (a) approval by a majority of the shareholders of the Company, or (b)
approval by a two-thirds majority of all the existing directors of the
Company, specifically including approval by at least two-thirds of the
independent directors.  Any inconsistent provisions of these Bylaws are hereby
modified to be consistent with the provisions of this Article III.  The
foregoing provisions, insofar as they establish eligibility to serve as a
director or as a committee member, shall not have the effect of removing any
director or committee member from office, but shall be given effect at the
next election of directors and the next selection of committee members, as the
case may be.  The foregoing provisions shall not be construed to limit or
restrict the effective exercise of statutory cumulative voting rights by any
shareholder, but the Nominating Committee shall not nominate candidates for
election to the Board except as may be consistent with such provisions, and no
corporate funds may be expended for the solicitation of proxies which are
inconsistent with the foregoing provisions.


<PAGE>


                                    ARTICLE IV

                                      NOTICES

Section 1.  Whenever under the provisions of the statutes or of the
certificate of incorporation or of these Bylaws, notice is required to be
given to any director or stockholder, it shall not be construed to mean
personal notice but such notice may be given in writing, by mail, addressed to
such director or stockholder at such address as appears on the books of the
corporation and such notice shall be deemed to be given at the time when the
same shall be thus mailed.

Section 2.  Whenever any notice is required to be given under the
provisions of the statutes or of the certificate of incorporation, or by these
Bylaws, a waiver thereof in writing signed by the person or persons entitled
to said notice whether before or after the time stated therein, shall be
deemed equivalent thereto.

                                   ARTICLE V

                                    OFFICERS

Section 1. The officers of the corporation shall be chosen by the
directors and, at the discretion of the directors, such officers may include a
chief executive officer, president, executive vice president, vice president,
secretary and treasurer.  The Board of Directors may also choose additional
vice presidents and one or more assistant secretaries and assistant
treasurers.  Two or more offices may be held by the same person, except that
the offices of president and secretary shall not be held by the same person.

Section 2.  The Board of Directors, at its first meeting after each
annual meeting of stockholders shall choose the officers described in Section
1 above, each of whom may, but need not be a member of the Board.

Section 3.  The Board may appoint such other officers and agents as it
shall deem necessary who shall hold their offices for such terms and shall
exercise such powers and perform such duties as shall be determined from time
to time by the Board.

Section 4. The salaries of all officers and agents of the corporation
shall be fixed by the Board of Directors.

Section 5.  The officers of the corporation shall hold office until
their successors are chosen and qualify in their stead. Any officer elected or
appointed by the Board of Directors may be removed at any time by the
affirmative vote of a majority of the whole Board of Directors. If the office
of any officer becomes vacant for any reason, the vacancy shall be filled by
the Board of Directors.

                              CHIEF EXECUTIVE OFFICER

  Section 6.  The chief executive officer shall preside at all meetings of the
stockholders, shall be ex officio a member of all standing committees, shall
have general and active management of the business of the corporation and
shall see that all orders and resolutions of the Board are carried into
effect.

  Section 7.  The chief executive officer shall execute deeds and conveyances
of real or personal property, assignments and releases of oil and gas leases,
bonds, mortgages and other contracts requiring a seal, under the seal of the
corporation, except where required or permitted by law to be otherwise signed
and executed and except where the signing and execution thereof shall be
expressly delegated by the Board of Directors to some other officer or agent
of the corporation.


<PAGE>


                                  THE PRESIDENT

Section 8.  The president shall, in the absence or disability of the
chief executive officer, perform the duties and exercise the powers of the
chief executive officer and shall have such other duties, powers and
responsibilities as shall be directed from time to time by the Board of
Directors and by the chief executive officer of the corporation.

Section 9.  The president may, at the discretion of the Board of
Directors, also serve as the chief executive officer of the corporation.

                                  VICE PRESIDENTS

  Section 10.  The vice presidents in the order of their seniority shall, in
the absence or disability of the chief executive officer and the president,
perform the duties and exercise the powers of the chief executive officer and
the president, and shall perform such other duties as the Board of Directors
shall prescribe.

                       SECRETARY AND ASSISTANT SECRETARIES

Section 11.  The secretary shall attend all sessions of the Board and
all meetings of the stockholders and record all votes and the minutes of all
proceedings in a book to be kept for that purpose and shall perform like
duties for the standing committees when required. He shall give, or cause to
be given, notice of all meetings of the stockholders and special meetings of
the Board of Directors and shall perform such other duties as may be pre-
scribed by the Board of Directors or president under whose supervision he
shall be. He shall keep in safe custody the seal of the corporation and when
authorized by the Board, affix the same to any instrument requiring it and
when so affixed, it shall be attested by his signature or by the signature of
the Treasurer or an assistant secretary.

Section 12.  The assistant secretaries in order of their seniority
shall, in the absence or disability of the secretary, perform the duties and
exercise the powers of the secretary and shall perform such other duties as
the Board of Directors shall prescribe.


                        TREASURER AND ASSISTANT TREASURERS

Section 13. The treasurer shall have the custody of the corporate funds
and securities and shall keep full and accurate accounts of receipts and
disbursements in books belonging to the corporation and shall deposit all
monies and other valuable effects in the name and to the credit of the
corporation in such depositories as may be designated by the Board of
Directors.

Section 14.  He shall disburse the funds of the corporation as may be
ordered by the Board, taking proper vouchers for such disbursements and shall
render to the president and directors at the regular meetings of the Board, or
whenever they may require it, an account of all his transactions as treasurer
and of the financial condition of the corporation.

Section 15.  If required by the Board of Directors, he shall give
the corporation a bond (which shall be renewed every six (6) years) in such
sum and with such surety or sureties as shall be satisfactory to the Board for
the restoration to the corporation, in case of his death, resignation,
retirement or removal from office of all books, papers, vouchers, money and
other property of whatever kind in his possession or under his control
belonging to the corporation.


<PAGE>


Section 16.  The assistant treasurers in the order of their seniority
shall, in the absence or disability of the treasurer, perform the duties and
exercise the powers of the treasurer and shall perform such other duties as
the Board of Directors shall prescribe.

                                    ARTICLE VI

                               CERTIFICATES OF STOCK

Section 1.  The certificates of stock of the corporation shall be
numbered and shall be entered in the books of the corporation as they are
issued. They shall exhibit the holder's name and number of shares and shall be
signed by the president or vice president and the treasurer or an assistant
treasurer or the secretary or an assistant secretary. If any stock certificate
is signed (i) by a transfer agent or an assistant transfer agent, or (ii) by a
transfer clerk acting on behalf of the corporation and a registrar, the
signature of any such officer may be facsimile.

                                  LOST CERTIFICATES

Section 2.  The Board of Directors may direct a new certificate or
certificates to be issued in place of any certificate or certificates
theretofore issued by the corporation alleged to have been lost or destroyed,
upon the making of an affidavit of that fact by the person claiming the
certificate of stock to be lost or destroyed. When authorizing such issue of a
new certificate or certificates, the Board of Directors may in its discretion
and as a condition precedent to the issuance thereof, require the owner of
such lost or destroyed certificate or certificates, or his legal
representative, to advertise the same in such manner as it shall require
and/or give the corporation a bond in such sum as it may direct as indemnity
against any claim that may be made against the corporation with respect to the
certificate alleged to have been lost or destroyed.

                                  TRANSFERS OF STOCK

Section 3.  Upon surrender to the corporation or the transfer agent of
the corporation of a certificate for shares duly endorsed or accompanied by
proper evidence of succession, assignment or authority to transfer, it shall
be the duty of the corporation to issue a new certificate to the person
entitled thereto, cancel the old certificate and record the transaction upon
its books.

                                CLOSING OF TRANSFER BOOKS

Section 4.  The Board of Directors may close the stock transfer books of
the corporation for a period not exceeding fifty (50) days preceding the date
of any meeting of stockholders or the date for payment of any dividend or the
date for the allotment of rights or the date when any change or conversion or
exchange of capital stock shall go into effect or for a period of not
exceeding fifty (50) days in connection with obtaining the consent of
stockholders for any purpose.  In lieu of closing the stock transfer books as
aforesaid, the Board of Directors may fix in advance a date not exceeding
fifty (50) days preceding the date of any meeting of stockholders or the date
for the allotment of rights, or the date when any change or conversion or
exchange of capital stock shall go into effect, or a date in connection with
obtaining such consent, as a record date for the determination of the
stockholders entitled to notice of and to vote at any such meeting and any
adjournment thereof, or entitled to receive payment of any such dividend or to
any such allotment of rights or to exercise the rights in respect of any such
change, conversion or exchange of capital stock or to give consent and in such
case such stockholders and only such stockholders as shall be stockholders of
record on the date so fixed shall be entitled to such notice of and to vote at
such meeting and any adjournment thereof, or to receive payment of such
dividend or to receive such allotment of rights, or to exercise such rights or
to give consent as the came may be, notwithstanding any transfer of any stock
on the books of the corporation after such record date fixed as aforesaid.


<PAGE>


                             REGISTERED STOCKHOLDERS

Section 5. The corporation shall be entitled to treat the holder of
record of any share or shares of stock as the holder in fact thereof and
accordingly, shall not be bound to recognize any equitable or other claim to
or interest in such share or shares on the part of any other person, whether
or not it shall have express or other notice, except an otherwise provided by
the laws of Kansas.


                                   ARTICLE VII
                                GENERAL PROVISIONS

                                     DIVIDENDS

Section 1.  Dividends upon the capital stock of the corporation, subject
to the provisions of the certificate of incorporation, if any, may be declared
by the Board of Directors at any regular or special meeting, pursuant to law.
Dividends may be paid in cash, in property, or in shares of the capital stock,
subject to the provisions of the certificate of incorporation.

Section 2.   Before payment of any dividend, there may be set aside out
of any funds of the corporation available for dividends such sum or sums as
the directors from time to time in their absolute discretion think proper as a
reserve fund to meet contingencies, or for equalizing dividends, or for
repairing or maintaining any property of the corporation or for such other
purpose as the directors shall think conducive to the interest of the
corporation, and the directors may modify or abolish any such reserve in the
manner in which it was created.

                                ANNUAL STATEMENT

Section 3.  The Board of Directors shall present at each annual meeting
and when called for by vote of the stockholders at any special meeting of the
stockholders, a full and clear statement of the business and condition of the
corporation.

                                     CHECKS

Section 4.  All checks or demands for money and notes of the corporation
shall be signed by such officer or officers or such other person or persons as
the Board of Directors may from time to time designate.

                                   FISCAL YEAR

Section 5.  The fiscal year of the corporation shall be fixed by
resolution of the Board of Directors.


<PAGE>


                                       SEAL

Section 6.  The corporate seal shall have inscribed thereon the name of
the corporation, the year of its organization and the word "Kansas."  Said
seal may be used by causing it or a facsimile thereon to be impressed or
affixed or reproduced cc otherwise.

                                   ARTICLE VIII

                                    AMENDMENTS

Section 1.   These Bylaws may be altered or repealed at any regular
meeting of the stockholders or at any special meeting of the stockholders at
which a quorum is present or represented, provided notice of the proposed
alteration or repeal be contained in the notice of such special meeting, by
the affirmative vote of a majority of the stock entitled to vote at such
meeting and present or represented thereat or by the affirmative vote of a
majority of the stock entitled to vote at such meeting and present or
represented thereat, or by the affirmative vote of a majority of the Board of
Directors at any regular meeting of the Board or at any special meeting of
the Board if notice of the proposed alteration or repeal be contained in the
notice of such special meeting; provided, however, that no change of the time
or place of the meeting for the election of directors shall be made within
sixty (60) days next before the day on which such meeting is to be held, and
that in case of any change of such time or place, notice thereof shall be
given to each stockholder in person or by letter mailed to his last known
address at least twenty (20) days before the meeting is held.

                                    The above constitutes the
                                    Bylaws adopted by the Board of
                                    Directors at their meeting
                                    held on the 15th day of
                                    January 1981, as subsequently
                                    amended by the Board of
                                    Directors at meetings held on
                                    March 6, 1986; April 6, 1998;
                                    July 18, 2000, and June 7,
                                    2001.

                                    By:  /s/ Christopher G. Standlee
                                    Christopher G. Standlee,
                                    Secretary



<PAGE>

Exhibit 3-9

                         HIGH PLAINS CORPORATION

                             AMENDED BYLAWS
                          As of June 30, 2001

                               ARTICLE I

                               OFFICES

Section 1. The principal office shall be in the City of Wichita, Kansas
and the name of the resident agent in charge thereof is Christopher G.
Standlee.

Section 2.  The corporation may also have offices at such other places
both within and without the State of Kansas as the Board of Directors may from
time to time determine, or the business of the corporation may require.

                              ARTICLE II

                        MEETINGS OF STOCKHOLDERS

Section 1.   All meetings of the stockholders for any purpose may be
held at such time and place, within or without the State of Kansas, as shall
be stated in the notice of the meeting or in a duly executed waiver of notice
thereof.

Section 2.   An annual meeting of stockholders commencing with the year
1981, shall be held on the 2nd Tuesday of November (or on such other date as
the Board of Directors may determine) of each year if not a legal holiday, and
if a legal holiday, then on the next secular day following at 10 o'clock a.m.,
at which time the stockholders shall elect by a plurality vote a Board of
Directors and transact such other business as may properly be brought before
the meeting.

Section 3.  Written notice of the annual meeting shall be served upon or
mailed to each stockholder entitled to vote thereat at such address as appears
on the books of the corporation at least seven (7) days prior to the meeting.

Section 4.  At least ten (10) days before every election of directors, a
complete list of the stockholders entitled to vote at said election, arranged
in alphabetical order, with the residence of each and the number of voting
shares held by each, shall be prepared by the secretary. Such list shall be
open at the place or in the city where the election is to be held for said ten
(10) days, to the examination of any stockholder, and shall be produced and
kept at the time and place of election during the whole time thereof, and
subject to the inspection of any stockholder who may be present.

Section 5.  Special meetings of the stockholders for any purpose or
purposes, unless otherwise prescribed by statute or by the certificate of
incorporation, may be called by the president and shall be called by the
president or secretary at the request, in writing, of a majority of the Board
of Directors, or at the request in writing of stockholders owning a majority
in amount of the entire capital stock of the corporation issued and
outstanding and entitled to vote. Such request shall state the purpose or
purposes of the proposed meeting.

<PAGE>

Section 6.  Written notice of a special meeting of stockholders, stating
the time and place and object thereof, shall be served upon or mailed to each
stockholder entitled to vote thereat at such address as appears on the books
of the corporation, at least seven (7) days before such meeting.

Section 7.  Business transacted at all special meetings shall be
confined to the objects stated in the call.

Section 8.  The holders of a majority of the stock issued and
outstanding and entitled to vote thereat, present in person or represented by
proxy, shall be requisite and shall constitute a quorum at all meetings of the
stockholders for the transaction of business except as otherwise provided by
statute, by the certificate of incorporation or by these Bylaws. If, however,
such quorum shall not be present or represented at any meeting of the
stockholders, the stockholders entitled to vote thereat, present in person or
represented by proxy, shall have power to adjourn the meeting from time to
time, without notice other than announcement at the meeting, until a quorum
shall be present or represented. At such adjourned meeting at which a quorum
shall be present or represented any business may be transacted which might
have been transacted at the meeting as originally notified.

Section 9.  When a quorum is present at any meeting, the vote of the
holders of a majority of the stock having voting power present in person or
represented by proxy shall decide any question brought before such meeting,
unless the question is one upon which, by express provision of the statutes or
of the certificate of incorporation or of these Bylaws, a different vote is
required in which case such express provision shall govern and control the
decision of such question.

Section 10.  At any meeting of the stockholders, every stockholder
having the right to vote shall be entitled to vote in person, or by proxy
appointed by an instrument in writing subscribed by such stockholder and
bearing a date not more than three (3) years prior to said meeting, unless
said instrument provides for a longer period. Each stockholder shall have one
vote for each share of stock having voting power, registered in his name on
the books of the corporation.

Except where the transfer books of the corporation shall have been
closed or a date shall have been fixed as a record date for the determination
of its stockholders entitled to vote, no share of stock shall be voted on at
any election of directors which shall have been transferred on the books of
the corporation within twenty (20) days next preceding such election of
directors.

Section 11.   Whenever the vote of stockholders at a meeting thereof
is required or permitted to be taken in connection with any corporate action
by any provisions of the statutes or of the certificate of incorporation or of
these Bylaws, the meeting and vote of stockholders may be dispensed with, if
all the stockholders who would have been entitled to vote upon the action if
such meeting were held, shall consent in writing to such corporate action
being taken.

<PAGE>

                                 ARTICLE III

                                  DIRECTORS

Section 1. The number of directors which shall constitute the whole board
shall be set from time to time as determined by the Board of Directors.
Beginning at the annual meeting of stockholders and election of directors next
following the close of fiscal 2001 and continuing thereafter, there shall be
only one class of directors elected for a term to expire at the next annual
meeting of stockholders following their election.  Provided however, that
directors previously elected to longer terms may continue to serve until the
expiration of the term to which they were elected.  The directors shall be
elected at the appropriate annual meetings of the stockholders except as
provided in Section Two of this Article, and each director elected shall hold
office until his successor shall be elected and shall qualify.  Directors need
not be stockholders.

At least two-thirds of the members of the Board of Directors (the
"Board") shall be independent.  For purposes of any action of the Board, at
least one-half of the directors present and eligible to vote must be
independent.

An independent director means a person who:

a. has never been an employee of the Company or any of its subsidiaries.
b. provides no services to the Company or to the Chief Executive
Officer or senior management of the Company as an adviser,
consultant or otherwise.
c. is not employed by an entity which provides services to the
Company or to the Chief Executive Officer or senior management of
the Company as an adviser, consultant or otherwise.
d. is not affiliated with a significant customer or supplier of the
Company ("significant" means more than 1% of annual sales).
e. has not had, during the past two years, any interest in any
significant transaction, or any business or financial
relationship, with the Company or an affiliate of the Company
(other than service as a director) for which the Company has been
required to make disclosure under Regulation S-K of the Securities
and Exchange Commission.
f. is not a relative of an executive officer or director of the
Company.
g. receives no compensation from the Company other than director's
fees.
h. does not personally receive and is not an employee, director, or
trustee of a foundation, university, or other institution that
receives grants or endowments from the Company that are material
to the Company or to either the recipient and/or the foundation,
university or institution.
i. is not employed by an entity of which (i) an executive officer of
the Company serves as a director or trustee, or (ii) a director of
the Company serves in a senior executive capacity.

Section 2.  If any vacancies occur in the Board of Directors caused by
death, resignation, retirement, disqualification or removal from office of any
directors or otherwise, or any new directorship is created by any increase in
the authorized number of directors, a majority of the directors then in
office, though less than a quorum, may choose a successor or successors, or
fill the newly created directorship and the directors so chosen shall hold
office until the next annual election of directors and until their successors
shall be duly elected and qualified, unless sooner displaced.

Section 3.  The property and business of the corporation shall be
managed by its board of directors which may exercise all such powers of the
corporation and do all such lawful acts and things as are not, by statute or
by the certificate of incorporation or by these Bylaws, required to be
exercised or done by the stockholders.


<PAGE>

                           MEETINGS OF THE BOARD

Section 4.  The directors of the corporation may hold their meetings,
both regular and special, either within or without the state of Kansas.

Section 5.  The first meeting of each newly elected Board shall be held
at such time and place as shall be fixed by the vote of the stockholders at
the annual meeting and no notice of such meeting shall be necessary to the
newly elected directors in order legally to constitute the meeting, provided a
quorum shall be present, or they may meet at such place and time as shall be
fixed by the consent in writing of all the directors.

Section 6.  Regular meetings of the Board may be held without notice at
such time and place as shall from time to time be determined by the Board.

Section 7.  Special meetings of the Board may be called by the president
on seven (7) days' notice of each director, either personally or by mail or by
telegram; special meetings shall be called by the president or secretary in
like manner and on like notice on the written request of two (2) directors.
Special meetings may be held without notice if all directors consent in
writing to any such meeting, and the place and time for such meeting shall be
fixed by the written consent to the particular meeting.

Section 8.  At all meetings of the Board, the presence of a majority of
the directors shall be necessary and sufficient to constitute a quorum for the
transaction of business and the act of a majority of the directors present at
any meeting at which there is a quorum shall be the act of the Board of
Directors except as may be otherwise specifically provided by statute or by
the certificate of incorporation or by these Bylaws. If a quorum shall not be
present at any meeting of directors, the directors present thereat may adjourn
the meeting from time to time, without notice other than announcement at the
meeting, until a quorum shall be present. The directors shall choose one of
their number to serve as Chairman of the Board of Directors. If at any time
the Chairman of the Board shall be an executive officer of the Company, or for
any other reason shall not be an independent director, a non-executive Lead
Director shall be selected by the independent directors.  The Lead Director
shall be one of the independent directors, shall be a member of the Audit
Committee and of the Executive Committee, if there is such a committee, and
shall be responsible for coordinating the activities of the independent
directors.  He shall assist the Board in assuring compliance with these
corporate governance procedures and policies, and shall coordinate, develop
the agenda for, and moderate executive sessions of the Board's independent
directors.  Such executive sessions shall be held immediately before or
following each regular meeting of the Board, and may be held at other times
as designated by the Lead Director.  The Lead Director shall approve, in
consultation with the other Independent Directors, the retention of
consultants who report directly to the Board.  If at any time the Chairman of
the Board is one of the independent directors, then he or she shall perform
the duties of the Lead Director.

<PAGE>

                          COMMITTEES OF DIRECTORS

Section 9.  The Board of Directors, by resolution passed by a majority of
the whole Board, may designate one or more committees with each committee to
consist of two or more of the directors of the corporation which, to the
extent provided in side resolution, shall have and may exercise the powers of
the Board of Directors in the management of the business and affairs of the
corporation, and may have power to authorize the seal of the corporation to be
affixed to all papers which may require it. Such committee or committees shall
have such name or names as may be determined from time to time by resolution
adopted by the Board of Directors.  In addition to such other committees as
may be established by the Board from time to time, the following committees
shall be established and maintained by the Board:

a. There shall be an Audit Committee of the Board, composed entirely
of independent directors, which shall oversee the Company's
financial reporting process and internal controls, review
compliance with laws and accounting standards, recommend the
appointment of public accountants, and provide a direct channel of
communication to the Board for public accountants, internal
auditors and finance officers.
b. There shall be a Nominating Committee of the Board, composed
entirely of independent directors, which shall be responsible for
the evaluation and nomination of Board members.
c. There shall be a Compensation Committee of the Board, composed
entirely of independent directors, which shall be responsible for
(i) ensuring that senior management will be accountable to the
Board through the effective application of compensation policies,
and (ii) monitoring the effectiveness of both senior management
and the Board (including committees thereof).  The Compensation
Committee shall establish compensation policies applicable to the
Company's executive officers.  A fair summary of such policies and
the relationship of corporate performance to executive
compensation, including the factors and criteria upon which the
Chief Executive Officer's compensation was based, shall be
disclosed to shareholders in the Company's proxy statement for the
annual meeting.
d. There shall be a Transaction Committee of the Board, composed
entirely of independent directors, which shall be responsible for
reviewing all related-party transactions involving the Company,
and considering and making recommendations to the full Board with
respect to all proposals involving (i) a change in control, or
(ii) the purchase or sale of assets constituting more than 10% of
the Company's total assets.  Additionally, the Transaction
Committee shall be responsible for reviewing all transactions or
proposed transactions that trigger the Company's Shareholder
Rights Plan, if any.

<PAGE>

                        COMPENSATION OF DIRECTORS

Section 10.  Directors, as such, shall not receive any stated salary for
their services but by resolution of the Board, a fixed sum and expenses of
attendance, if any, may be allowed for attendance at each regular or special
meeting of the Board; provided that nothing herein contained shall be
construed to preclude any director from serving the corporation in any other
capacity and receiving compensation therefor. Members of special or standing
committees may be allowed like compensation for attending committee meetings.


                       AMENDMENT OF ARTICLE III

Section 11. The foregoing provisions of this Article III are adopted as
part of the Bylaws of the Company and cannot be amended or repealed without
either (a) approval by a majority of the shareholders of the Company, or (b)
approval by a two-thirds majority of all the existing directors of the
Company, specifically including approval by at least two-thirds of the
independent directors.  Any inconsistent provisions of these Bylaws are hereby
modified to be consistent with the provisions of this Article III.  The
foregoing provisions, insofar as they establish eligibility to serve as a
director or as a committee member, shall not have the effect of removing any
director or committee member from office, but shall be given effect at the
next election of directors and the next selection of committee members, as the
case may be.  The foregoing provisions shall not be construed to limit or
restrict the effective exercise of statutory cumulative voting rights by any
shareholder, but the Nominating Committee shall not nominate candidates for
election to the Board except as may be consistent with such provisions, and no
corporate funds may be expended for the solicitation of proxies which are
inconsistent with the foregoing provisions.


                                 ARTICLE IV

                                  NOTICES

Section 1.  Whenever under the provisions of the statutes or of the
certificate of incorporation or of these Bylaws, notice is required to be
given to any director or stockholder, it shall not be construed to mean
personal notice but such notice may be given in writing, by mail, addressed to
such director or stockholder at such address as appears on the books of the
corporation and such notice shall be deemed to be given at the time when the
same shall be thus mailed.

Section 2.  Whenever any notice is required to be given under the
provisions of the statutes or of the certificate of incorporation, or by these
Bylaws, a waiver thereof in writing signed by the person or persons entitled
to said notice whether before or after the time stated therein, shall be
deemed equivalent thereto.

<PAGE>

                                ARTICLE V

                                 OFFICERS

Section 1. The officers of the corporation shall be chosen by the
directors and, at the discretion of the directors, such officers may include a
chief executive officer, president, executive vice president, vice president,
secretary and treasurer.  The Board of Directors may also choose additional
vice presidents and one or more assistant secretaries and assistant
treasurers.  Two or more offices may be held by the same person, except that
the offices of president and secretary shall not be held by the same person.

Section 2.  The Board of Directors, at its first meeting after each
annual meeting of stockholders shall choose the officers described in Section
1 above, each of whom may, but need not be a member of the Board.

Section 3.  The Board may appoint such other officers and agents as it
shall deem necessary who shall hold their offices for such terms and shall
exercise such powers and perform such duties as shall be determined from time
to time by the Board.

Section 4. The salaries of all officers and agents of the corporation
shall be fixed by the Board of Directors.

Section 5.  The officers of the corporation shall hold office until
their successors are chosen and qualify in their stead. Any officer elected or
appointed by the Board of Directors may be removed at any time by the
affirmative vote of a majority of the whole Board of Directors. If the office
of any officer becomes vacant for any reason, the vacancy shall be filled by
the Board of Directors.

                           CHIEF EXECUTIVE OFFICER

Section 6.  The chief executive officer shall preside at all meetings of the
stockholders, shall be ex officio a member of all standing committees, shall
have general and active management of the business of the corporation and
shall see that all orders and resolutions of the Board are carried into
effect.

Section 7.  The chief executive officer shall execute deeds and conveyances
of real or personal property, assignments and releases of oil and gas leases,
bonds, mortgages and other contracts requiring a seal, under the seal of the
corporation, except where required or permitted by law to be otherwise signed
and executed and except where the signing and execution thereof shall be
expressly delegated by the Board of Directors to some other officer or agent
of the corporation.

                              THE PRESIDENT

Section 8.  The president shall, in the absence or disability of the
chief executive officer, perform the duties and exercise the powers of the
chief executive officer and shall have such other duties, powers and
responsibilities as shall be directed from time to time by the Board of
Directors and by the chief executive officer of the corporation.

Section 9.  The president may, at the discretion of the Board of
Directors, also serve as the chief executive officer of the corporation.


<PAGE>

                             VICE PRESIDENTS

Section 10.  The vice presidents in the order of their seniority shall, in
the absence or disability of the chief executive officer and the president,
perform the duties and exercise the powers of the chief executive officer and
the president, and shall perform such other duties as the Board of Directors
shall prescribe.

                    SECRETARY AND ASSISTANT SECRETARIES

Section 11.  The secretary shall attend all sessions of the Board and
all meetings of the stockholders and record all votes and the minutes of all
proceedings in a book to be kept for that purpose and shall perform like
duties for the standing committees when required. He shall give, or cause to
be given, notice of all meetings of the stockholders and special meetings of
the Board of Directors and shall perform such other duties as may be pre-
scribed by the Board of Directors or president under whose supervision he
shall be. He shall keep in safe custody the seal of the corporation and when
authorized by the Board, affix the same to any instrument requiring it and
when so affixed, it shall be attested by his signature or by the signature of
the Treasurer or an assistant secretary.

Section 12.  The assistant secretaries in order of their seniority
shall, in the absence or disability of the secretary, perform the duties and
exercise the powers of the secretary and shall perform such other duties as
the Board of Directors shall prescribe.


                   TREASURER AND ASSISTANT TREASURERS

Section 13. The treasurer shall have the custody of the corporate funds
and securities and shall keep full and accurate accounts of receipts and
disbursements in books belonging to the corporation and shall deposit all
monies and other valuable effects in the name and to the credit of the
corporation in such depositories as may be designated by the Board of
Directors.

Section 14.  He shall disburse the funds of the corporation as may be
ordered by the Board, taking proper vouchers for such disbursements and shall
render to the president and directors at the regular meetings of the Board, or
whenever they may require it, an account of all his transactions as treasurer
and of the financial condition of the corporation.

Section 15.  If required by the Board of Directors, he shall give
the corporation a bond (which shall be renewed every six (6) years) in such
sum and with such surety or sureties as shall be satisfactory to the Board for
the restoration to the corporation, in case of his death, resignation,
retirement or removal from office of all books, papers, vouchers, money and
other property of whatever kind in his possession or under his control
belonging to the corporation.

Section 16.  The assistant treasurers in the order of their seniority
shall, in the absence or disability of the treasurer, perform the duties and
exercise the powers of the treasurer and shall perform such other duties as
the Board of Directors shall prescribe.

<PAGE>

                               ARTICLE VI

                          CERTIFICATES OF STOCK

Section 1.  The certificates of stock of the corporation shall be
numbered and shall be entered in the books of the corporation as they are
issued. They shall exhibit the holder's name and number of shares and shall be
signed by the president or vice president and the treasurer or an assistant
treasurer or the secretary or an assistant secretary. If any stock certificate
is signed (i) by a transfer agent or an assistant transfer agent, or (ii) by a
transfer clerk acting on behalf of the corporation and a registrar, the
signature of any such officer may be facsimile.

                            LOST CERTIFICATES

Section 2.  The Board of Directors may direct a new certificate or
certificates to be issued in place of any certificate or certificates
theretofore issued by the corporation alleged to have been lost or destroyed,
upon the making of an affidavit of that fact by the person claiming the
certificate of stock to be lost or destroyed. When authorizing such issue of a
new certificate or certificates, the Board of Directors may in its discretion
and as a condition precedent to the issuance thereof, require the owner of
such lost or destroyed certificate or certificates, or his legal
representative, to advertise the same in such manner as it shall require
and/or give the corporation a bond in such sum as it may direct as indemnity
against any claim that may be made against the corporation with respect to the
certificate alleged to have been lost or destroyed.

                           TRANSFERS OF STOCK

Section 3.  Upon surrender to the corporation or the transfer agent of
the corporation of a certificate for shares duly endorsed or accompanied by
proper evidence of succession, assignment or authority to transfer, it shall
be the duty of the corporation to issue a new certificate to the person
entitled thereto, cancel the old certificate and record the transaction upon
its books.

                        CLOSING OF TRANSFER BOOKS

Section 4.  The Board of Directors may close the stock transfer books of
the corporation for a period not exceeding fifty (50) days preceding the date
of any meeting of stockholders or the date for payment of any dividend or the
date for the allotment of rights or the date when any change or conversion or
exchange of capital stock shall go into effect or for a period of not
exceeding fifty (50) days in connection with obtaining the consent of
stockholders for any purpose.  In lieu of closing the stock transfer books as
aforesaid, the Board of Directors may fix in advance a date not exceeding
fifty (50) days preceding the date of any meeting of stockholders or the date
for the allotment of rights, or the date when any change or conversion or
exchange of capital stock shall go into effect, or a date in connection with
obtaining such consent, as a record date for the determination of the
stockholders entitled to notice of and to vote at any such meeting and any
adjournment thereof, or entitled to receive payment of any such dividend or to
any such allotment of rights or to exercise the rights in respect of any such
change, conversion or exchange of capital stock or to give consent and in such
case such stockholders and only such stockholders as shall be stockholders of
record on the date so fixed shall be entitled to such notice of and to vote at
such meeting and any adjournment thereof, or to receive payment of such
dividend or to receive such allotment of rights, or to exercise such rights or
to give consent as the came may be, notwithstanding any transfer of any stock
on the books of the corporation after such record date fixed as aforesaid.


<PAGE>

                           REGISTERED STOCKHOLDERS

Section 5. The corporation shall be entitled to treat the holder of
record of any share or shares of stock as the holder in fact thereof and
accordingly, shall not be bound to recognize any equitable or other claim to
or interest in such share or shares on the part of any other person, whether
or not it shall have express or other notice, except an otherwise provided by
the laws of Kansas.


                                ARTICLE VII
                             GENERAL PROVISIONS

                                 DIVIDENDS

Section 1.  Dividends upon the capital stock of the corporation, subject
to the provisions of the certificate of incorporation, if any, may be declared
by the Board of Directors at any regular or special meeting, pursuant to law.
Dividends may be paid in cash, in property, or in shares of the capital stock,
subject to the provisions of the certificate of incorporation.

Section 2.   Before payment of any dividend, there may be set aside out
of any funds of the corporation available for dividends such sum or sums as
the directors from time to time in their absolute discretion think proper as a
reserve fund to meet contingencies, or for equalizing dividends, or for
repairing or maintaining any property of the corporation or for such other
purpose as the directors shall think conducive to the interest of the
corporation, and the directors may modify or abolish any such reserve in the
manner in which it was created.

                             ANNUAL STATEMENT

Section 3.  The Board of Directors shall present at each annual meeting
and when called for by vote of the stockholders at any special meeting of the
stockholders, a full and clear statement of the business and condition of the
corporation.

                                 CHECKS

Section 4.  All checks or demands for money and notes of the corporation
shall be signed by such officer or officers or such other person or persons as
the Board of Directors may from time to time designate.

                               FISCAL YEAR

Section 5.  The fiscal year of the corporation shall be fixed by
resolution of the Board of Directors.

<PAGE>

                                  SEAL

Section 6.  The corporate seal shall have inscribed thereon the name of
the corporation, the year of its organization and the word "Kansas."  Said
seal may be used by causing it or a facsimile thereon to be impressed or
affixed or reproduced cc otherwise.

                             ARTICLE VIII

                              AMENDMENTS

Section 1.   These Bylaws may be altered or repealed at any regular
meeting of the stockholders or at any special meeting of the stockholders at
which a quorum is present or represented, provided notice of the proposed
alteration or repeal be contained in the notice of such special meeting, by
the affirmative vote of a majority of the stock entitled to vote at such
meeting and present or represented thereat or by the affirmative vote of a
majority of the stock entitled to vote at such meeting and present or
represented thereat, or by the affirmative vote of a majority of the Board of
Directors at any regular meeting of the Board or at any special meeting of
the Board if notice of the proposed alteration or repeal be contained in the
notice of such special meeting; provided, however, that no change of the time
or place of the meeting for the election of directors shall be made within
sixty (60) days next before the day on which such meeting is to be held, and
that in case of any change of such time or place, notice thereof shall be
given to each stockholder in person or by letter mailed to his last known
address at least twenty (20) days before the meeting is held.

                                      The above constitutes the
                                      Bylaws adopted by the Board of
                                      Directors at their meeting
                                      held on the 15th day of
                                      January 1981, as subsequently
                                      amended by the Board of
                                      Directors at meetings held on
                                      March 6, 1986; April 6, 1998;
                                      July 18, 2000, and June 7,
                                      2001.

                                      By:  /s/ Christopher G. Standlee
                                      Christopher G. Standlee,
                                      Secretary



<PAGE>

Exhibit 10-27

                              EMPLOYMENT AGREEMENT


  THIS AGREEMENT, made and entered into effective as of the 1st day of April,
2001, by and between High Plains Corporation, a Kansas corporation
(the "Company"), and Gary R. Smith ("Employee").

                                   WITNESSETH:

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

  WHEREAS, Employee is prepared to enter into this Agreement with the Company
and to give the 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 Employee,
and 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 the 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 matters 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 30-month period commencing this date and
ending on September 30, 2003 ("Employment Period").


<PAGE>


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

  (a)  Base Salary.  A base salary of $250,000 per annum ($20,833.33 per month)
during the Employment Period.  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, Employee shall be paid (i) a
bonus for the fiscal year ending June 30, 2002, equal to 20% of his Base
Salary upon the successful completion of his work plan in the form previously
approved by the Board of Directors, (ii) a further bonus for the fiscal year
ending June 30, 2002, of up to 80% of his Base Salary, in such amount
as may be determined by the Board of Directors, in its discretion, based upon
the performance of the Company's stock and the return on equity to the
shareholders during such fiscal year, (iii) a bonus for the fiscal year ending
June 30, 2003, equal to 20% of his Base Salary upon the successful completion
of his work plan in the form previously approved by the Board of Directors,
and (iv) a further bonus for the fiscal year ending June 30, 2003, of up to
80% of his Base Salary, in such amount as may be determined by the Board of
Directors, in its discretion, based upon the performance of the Company's
stock and the return on equity to the shareholders during such fiscal year.
The provisions in (i) and (ii) in the foregoing sentence shall be deemed to
be the "Bonus Plan" for the fiscal year ending June 30, 2002; and the
provisions in (iii) and (iv) in the foregoing sentence shall be deemed to be
the "Bonus Plan" for the fiscal year ending June 30, 2003.

  (c)  Benefits.

    (i)  Expenses.  The Company shall reimburse Employee for any ordinary,
    necessary and reasonable business expenses that Employee incurs in
    connection with the performance of his responsibilities under this
    Agreement, including entertainment and travel expenses; provided, however,
    that Employee provides 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 Employee abides by all policies of the
    Company regarding such business expenses.

    (ii)  Medical, Life and Disability Insurance.  The Company shall provide
    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.  The Company shall pay
    the initiation fees incurred by Employee at a Wichita, Kansas country club,
    which 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, the Company
    shall reimburse Employee for his monthly dues at said club.


<PAGE>


    (iv)  Vacation.  Employee shall be entitled to a vacation period of three
    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.

    (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 applies 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
    benefit all Employees similarly situated), it being understood that
    Employee shall have the same right and privileges to participate in such
    plans or benefits as any other employee similarly situated.

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

4.  Termination.  This Agreement may not be terminated prior to the end of
the Employment Period 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 (v) below, where the ability to cure is not allowed,
  the Company shall give Employee 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 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:


<PAGE>


    (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
  Employee's death, 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 Employee hereunder, Employee or his representatives shall be paid (i)
  the compensation due 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 Employee died pro-rated to the
  date of his death, and (iii) any unpaid expense reimbursement.

  (b)  Total Disability.  As used herein, the term "Total Disability" shall
  mean the inability of 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 months.  The determination of Employee's Total Disability
  shall be made by the Board of Directors and an examining physician acceptable
  to the Company and Employee.  If Employee and the Company cannot agree as to
  a physician or if 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, 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 Employee under the Bonus Plan for the year in which such Total Disability
  occurred pro-rated to the date that Employee was terminated, (iii) accrued
  but unpaid vacation pay for the year in which Employee became Totally
  Disabled pro-rated to the date that Employee was terminated, and (iv) any
  unpaid expense reimbursement.  Upon such Total Disability, the
  Company shall have the right to terminate any insurance that it has owned and
  maintained on the life of Employee; provided, however, that if the Company
  elects to maintain such insurance, the proceeds thereof shall be the sole
  property of the Company.


<PAGE>


  (c)  Termination by Company for Cause.  If Employee is terminated for cause
  under the terms of this Agreement, the Company shall be relieved of all
  obligations and liability 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 the Company in accordance with the terms and
  conditions of the specific plan.

  (d)  Change of Control.  In the event of the sale of all or substantially
  all of the assets of the Company or the acquisition of greater than 50% of
  the stock of the Company by any party or group of affiliated parties,
  Employee shall be paid (i) the Base Salary payable under this Agreement
  through the end of the Employment Period, (ii) the amount due Employee
  under the Bonus Plan for the fiscal year during which such event occurred,
  pro-rated to the "closing date" of such event (iii) accrued but unpaid
  vacation for the year in which such event occurred, pro-rated to the
  "closing date" of such event, and (iv) any unpaid expense reimbursement;
  provided, however, that no payment shall be due pursuant to this
  subparagraph (d) if Employee remains employed following such event pursuant
  to this Agreement or otherwise remains employed by the Company or its
  successor following such event in a similar executive capacity with salary,
  bonus and benefits similar to those provided for in this Agreement.

6.  Covenants of Employee.  Employee agrees to comply with the provisions of
this Paragraph 6 during the Employment Period and for one full year after the
expiration or termination thereof (except as otherwise provided in the
subparagraphs below).

  (a)  Assistance in Litigation.  Employee agrees that he shall, upon
  reasonable notice, furnish such information and proper assistance to the
  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.


<PAGE>


  (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 to the Company,
  its subsidiaries or affiliates, or any business operated by them including,
  without limitation, confidential customer information, sales and marketing
  strategies, process information, or other similar confidential information;
  and Employee hereby confirms that such information constitutes the exclusive
  property of the Company.

  (c)  Conflicts of Interest.  During the Employment Period, including any
  extension thereof, 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 of Directors; provided, however, that Employee may
  acquire up to 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)  Propriety information.  During or after the Employment Period,
  including any extension thereof, 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 subsidiaries' or affiliates' Board
  of Directors, as the case may be, to receive the information, nor shall
  Employee make use of any Propriety Information for his own purposes or
  for the benefit of any person, firm, corporation or other entity except the
  Company.  "Propriety 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 consumer 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, 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 Employee during the Employment Period, including any extension
  thereof, 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 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. Employee agrees that both during the
  Employment Period, including any extension thereof, and thereafter, 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 herein above 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, produce
  developments, patents, registered designs or equivalent rights, computer
  software, tradenames, trademarks and copyrights and any similar property
  of Employee.


<PAGE>


    This subparagraph (e) 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 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 Employee for the Company.

  (f)  Covenants Not to Compete, Etc.  Employee agrees that for a period of
  two years after the termination of his employment (the "Termination Date"),
  for whatever reason, neither he nor any entity with which 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 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 Employee nor any entity
  with which 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 Employee nor any entity with which Employee is affiliated
  shall within the Territory, at any time within three  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 Employee shall have received the prior written
  consent of the Company to do so, in which written consent the name of the
  person to be employed following the Termination Date by Employee or by
  any entity with which Employee is affiliated is specifically identified.
  As used herein, the term "Employee" in the phrase "entity with which
  Employee is affiliated" shall include, without limitation, Employee's
  spouse and any other member of his immediate family.


<PAGE>


  Notwithstanding the preceding, in the event that the Employer terminates
  this Agreement without cause or Employee terminates this Agreement with
  cause, the provisions of this paragraph shall only continue for the
  period of time that 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, then
  the parties hereto agree that such provision shall be reformed to set
  forth the maximum limitations permitted.

  (g)  Secrecy.  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.

  (h)  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 this 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 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 entre Agreement will continue to be valid in other
  jurisdictions.

  (d)  Waivers.  No failure or delay by either the Company or Employee in
  exercising any right or remedy under this Agreement will waive any provision
  of this Agreement, nor will any single partial exercise by either the
  Company or 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.


<PAGE>


  (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 and negotiations, commitments, writings and understandings
  between the parties concerning the matters in this Agreement.

  (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 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 West Douglas #820
                            Wichita KS 67202
                            Attn: Christopher G. Standlee

      If to Employee:       Gary R. Smith
                            12610 Bradford Circle
                            Wichita KS 67206

  (h)  Applicable Law.  This Agreement shall be construed in accordance with
  the laws of the State of Kansas.


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

                                  COMPANY:

                                  HIGH PLAINS CORPORATION


                                  By _________________________________
                                  Its ________________________________


                                  EMPLOYEE:

                                  ____________________________________
                                  Gary R. Smith



<PAGE>

Exhibit 10-28

                              EMPLOYMENT AGREEMENT


  THIS AGREEMENT, made and entered into effective as of the 1st day of July,
2001, by and between High Plains Corporation, a Kansas corporation
(the "Company"), and Christopher G. Standlee ("Employee").

                                   WITNESSETH:

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

  WHEREAS, Employee is prepared to enter into this Agreement with the Company
and to give the 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 Employee,
and Employee hereby accepts employment with the Company as its Vice President
and General Counsel.

  (a)  Employee will render exclusive and full-time services to the Company
  and its subsidiaries and successors (any later reference to the Company shall
  be deemed to include subsidiaries and successors, of which Employee shall act
  as Vice President and General Counsel). In this capacity, he will be
  responsible for duties as described for his position in the Bylaws of the
  Company, and as directed from time to time by the President and the
  Board of Directors.  Employee will report to the President and 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, and
  the compliance with all federal and state laws, rules and regulations.
  Employee acknowledges that the Board of Directors shall have final authority
  in matters affecting the interests of the Company.

2.  Term.  Subject to earlier termination in accordance with this Agreement,
Employee's employment shall be for an 18-month period commencing July 1,
2001 and ending on December 31, 2002 ("Employment Period").

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

  (a)  Base Salary.  A base salary of $100,000 per annum ($8.3833.33 per month)
  through December 31, 2001, then a base salary of $110,000 per annum for the
  duration of the Employment Period.  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.


<PAGE>


  (b)  Bonus.  In addition to the Base Salary, Employee shall be paid (i) a
  bonus for the fiscal year ending June 30, 2002, equal to 20% of his Base
  Salary upon the successful completion of his work plan in the form previously
  approved by President and/or the Board of Directors, and (ii) a further bonus
  for the fiscal year ending June 30, 2002, of up to 20% of his Base Salary,
  in such amount as may be determined by the Board of Directors, in its
  discretion, based upon the performance of the Company's stock and the return
  on equity to the shareholders during such fiscal year.

  (c)  Benefits.

    (i)  Expenses.  The Company shall reimburse Employee for any ordinary,
    necessary and reasonable business expenses that Employee incurs in
    connection with the performance of his responsibilities under this
    Agreement, including entertainment and travel expenses; provided,
    however, that Employee provides 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 Employee
    abides by all policies of the Company regarding such business expenses.

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

    (iii)  Change of Control.  In the event of the sale of all or
    substantially all of the assets of the Company or the acquisition of
    greater than 50% of the stock of the Company by any party or group of
    affiliated parties, Employee shall be entitled to a "stay put" bonus
    equal to one year's base salary, payable as of the completion of the
    transaction described above, provided that employee is still employed
    with the Company on the date such transaction is completed.

    (iv)  Vacation.  Employee shall be entitled to a vacation period of three
    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.

    (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 applies to the other employees of
    the Company similarly situated.


<PAGE>


    (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 benefit all Employees similarly situated), it being understood
    that Employee shall have the same right and privileges to participate in
    such plans or benefits as any other employee similarly situated.

    (viii)  Vehicle.  The Company shall provide Employee with a vehicle
    allowance in the amount of $400 per month during the term of this
    Agreement.

4.  Termination.  This Agreement may not be terminated prior to the end of
the Employment Period 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 (v) below, where the ability to cure is not allowed,
  the Company shall give Employee 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 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 President or 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.


<PAGE>


  (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
  Employee's death, 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 Employee hereunder, Employee or his representatives shall be paid
  (i) the compensation due 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 Employee died pro-rated to the
  date of his death, and (iii) any unpaid expense reimbursement.

  (b)  Total Disability.  As used herein, the term "Total Disability" shall
  mean the inability of 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 months.  The determination of Employee's Total Disability shall be made
  by the Board of Directors and an examining physician acceptable to the
  Company and Employee. If Employee and the Company cannot agree as to a
  physician or if 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, 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 Employee under the Bonus Plan for the year in which such Total Disability
  occurred pro-rated to the date that Employee was terminated, (iii) accrued
  but unpaid vacation pay for the year in which Employee became Totally
  Disabled pro-rated to the date that Employee was terminated, and (iv) any
  unpaid expense reimbursement.  Upon such Total Disability, the Company shall
  have the right to terminate any insurance that it has owned and
  maintained on the life of 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 for cause
  under the terms of this Agreement, the Company shall be relieved of all
  obligations and liability to Employee under this Agreement (except for
  payment of accrued but unpaid base salary, expenses, and vacation)
  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.


<PAGE>


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

  (d)  Change of Control.  In the event of the sale of all or substantially
  all of the assets of the Company or the acquisition of greater than 50%
  of the stock of the Company by any party or group of affiliated parties,
  Employee shall be paid (i) the Base Salary payable under this Agreement
  through the end of the Employment Period, (ii) the amount due Employee
  under the Bonus Plan for the fiscal year during which such event occurred,
  pro-rated to the "closing date" of such event (iii) accrued but unpaid
  vacation for the year in which such event occurred, and (iv) any unpaid
  expense reimbursement; provided, however, that no payment shall be due
  pursuant to subsections (i) and (ii) of this subparagraph (d) if the Company
  or its successor requests and offers a contract providing that Employee
  remain employed for one year following such event in a similar executive
  capacity with salary, bonus and benefits similar to those provided for
  in this Agreement.

6.  Covenants of Employee.  Employee agrees to comply with the provisions of
this Paragraph 6 during the Employment Period and for one full year after
the expiration or termination thereof (except as otherwise provided in the
subparagraphs below).

  (a)  Assistance in Litigation.  Employee agrees that he shall, upon
  reasonable notice, furnish such information and proper assistance to the
  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 to the Company,
  its subsidiaries or affiliates, or any business operated by them including,
  without limitation, confidential customer information, sales and marketing
  strategies, process information, or other similar confidential information;
  and Employee hereby confirms that such information constitutes the exclusive
  property of the Company.

  (c)  Conflicts of Interest.  During the Employment Period, including any
  extension thereof, 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 of Directors; provided, however, that Employee may
  acquire up to 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.


<PAGE>


  (d)  Propriety information.  During or after the Employment Period,
  including any extension thereof, 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 subsidiaries' or
  affiliates' Board of Directors, as the case may be, to receive the
  information, nor shall Employee make use of any Propriety Information for
  his own purposes or for the benefit of any person, firm, corporation or
  other entity except the Company.  "Propriety 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 consumer 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, 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 Employee during the Employment Period, including any extension
  thereof, 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 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. Employee agrees that both during the Employment
  Period, including any extension thereof, and thereafter, 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 herein above 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, produce
  developments, patents, registered designs or equivalent rights, computer
  software, tradenames, trademarks and copyrights and any similar property
  of Employee.

  This subparagraph (e) 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 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 Employee for the
  Company.


<PAGE>


  (f)  Covenants Not to Compete, Etc.  Employee agrees that for a period
  ending on December 31, 2002 (the "Termination Date"), for whatever reason,
  neither he nor any entity with which 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 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 Termination
  Date, neither Employee nor any entity with which 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 Employee nor any entity
  with which Employee is affiliated shall within the Territory, at any time
  prior to 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 Employee shall have received the prior
  written consent of the Company to do so, in which written consent the name
  of the person to be employed following the Termination Date by Employee or
  by any entity with which Employee is affiliated is specifically identified.
  As used herein, the term "Employee" in the phrase "entity with which Employee
  is affiliated" shall include, without limitation, 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 Employee terminates this Agreement with cause, the
  provisions of this paragraph shall only continue for the period of time that
  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, then the parties hereto agree that
  such provision shall be reformed to set forth the maximum limitations
  permitted.

  (g)  Secrecy.  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.


<PAGE>


  (h)  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 this 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 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 entre Agreement will continue to be valid in other
  jurisdictions.

  (d)  Waivers.  No failure or delay by either the Company or Employee in
  exercising any right or remedy under this Agreement will waive any
  provision of this Agreement, nor will any single partial exercise by either
  the Company or 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 and negotiations, commitments, writings and understandings
  between the parties concerning the matters in this Agreement.

  (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 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.


<PAGE>


      If to the Company:    High Plains Corporation
                            200 West Douglas #820
                            Wichita KS 67202
                            Attn: Gary R. Smith

      If to Employee:       Christopher G. Standlee
                            427 N. Rutland
                            Wichita KS 67206

  (h)  Applicable Law.  This Agreement shall be construed in accordance with
  the laws of the State of Kansas.



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

                                        COMPANY:

                                        HIGH PLAINS CORPORATION


                                        By ________________________________
                                        Its _______________________________


                                        EMPLOYEE:

                                        ___________________________________
                                        Christopher G. Standlee


<PAGE>

Exhibit 10-29

                           EMPLOYMENT AGREEMENT


  THIS AGREEMENT, made and entered into effective as of the 1st
day of July, 2001, by and between High Plains Corporation, a
Kansas corporation (the "Company"), and Timothy W. Newkirk
("Employee").

                                  WITNESSETH:

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

  WHEREAS, Employee is prepared to enter into this Agreement
with the Company and to give the 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 Employee, and Employee hereby accepts employment
with the Company as Vice President of Operations.

  (a)  Employee will render exclusive and full-time services to
the Company and its subsidiaries and successors (any
later reference to the Company shall be deemed to
include subsidiaries and successors, of which Employee
shall act as Vice President of Operations).  In this
capacity, he will be responsible for duties as
described for his position in the Bylaws of the
Company, and as directed from time to time by the
President and the Board of Directors.  Employee will
report to the President and 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, and the
compliance with all federal and state laws, rules and
regulations.  Employee acknowledges that the Board of
Directors shall have final authority in matters
affecting the interests of the Company.

2.  Term.  Subject to earlier termination in accordance with
this Agreement, Employee's employment shall be for an
18-month period commencing July 1, 2001 and ending on
December 31, 2002 ("Employment Period").

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

  (a)  Base Salary.  A base salary of $125,000 per annum
($10,416.66 per month) through December 31, 2001, then
a base salary of $137,500 per annum for the duration
of the Employment Period.  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.


<PAGE>


  (b)  Bonus.  In addition to the Base Salary, Employee shall be
paid (i) a bonus for the fiscal year ending June 30,
2002, equal to 20% of his Base Salary upon the
successful completion of his work plan in the form
previously approved by President and/or the Board of
Directors, and (ii) a further bonus for the fiscal
year ending June 30, 2002, of up to 20% of his Base
Salary, in such amount as may be determined by the
Board of Directors, in its discretion, based upon the
performance of the Company's stock and the return on
equity to the shareholders during such fiscal year.

  (c)  Benefits.

    (i)  Expenses.  The Company shall reimburse Employee for any
ordinary, necessary and reasonable business
expenses that Employee incurs in connection with
the performance of his responsibilities under
this Agreement, including entertainment and
travel expenses; provided, however, that Employee
provides 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 Employee abides by all policies of the
Company regarding such business expenses.

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

    (iii)  Change of Control.  In the event of the sale of all
or substantially all of the assets of the Company
or the acquisition of greater than 50% of the
stock of the Company by any party or group of
affiliated parties, Employee shall be entitled to
a "stay put" bonus equal to one year's base
salary, payable as of the completion of the
transaction described above, provided that
employee is still employed with the Company on
the date such transaction is completed.

    (iv)  Vacation.  Employee shall be entitled to a vacation
period of three 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.

    (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 applies to the other
employees of the Company similarly situated.


<PAGE>


    (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 benefit all Employees similarly situated),
it being understood that Employee shall have the
same right and privileges to participate in such
plans or benefits as any other employee similarly
situated.

    (viii)  Vehicle.  The Company shall provide Employee with a
vehicle allowance in the amount of $600 per month
during the term of this Agreement.

4.  Termination.  This Agreement may not be terminated prior to
the end of the Employment Period 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
(v) below, where the ability to cure is not allowed,
the Company shall give Employee 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 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 President or 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.


<PAGE>


  (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 Employee's death, 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
Employee hereunder, Employee or his representatives
shall be paid (i) the compensation due 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
Employee died pro-rated to the date of his death, and
(iii) any unpaid expense reimbursement.

  (b)  Total Disability.  As used herein, the term "Total
Disability" shall mean the inability of 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
months.  The determination of Employee's Total
Disability shall be made by the Board of Directors and
an examining physician acceptable to the Company and
Employee.  If Employee and the Company cannot agree as
to a physician or if 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, 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 Employee under the Bonus Plan for
the year in which such Total Disability occurred pro-
rated to the date that Employee was terminated, (iii)
accrued but unpaid vacation pay for the year in which
Employee became Totally Disabled pro-rated to the date
that Employee was terminated, and (iv) any unpaid
expense reimbursement.  Upon such Total Disability,
the Company shall have the right to terminate any
insurance that it has owned and maintained on the life
of 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 for cause under the terms of this
Agreement, the Company shall be relieved of all
obligations and liability to Employee under this
Agreement (except for payment of accrued but unpaid
base salary, expenses, and vacation) 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.


<PAGE>


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

  (d)  Change of Control.  In the event of the sale of all or
substantially all of the assets of the Company or the
acquisition of greater than 50% of the stock of the
Company by any party or group of affiliated parties,
Employee shall be paid (i) the Base Salary payable
under this Agreement through the end of the Employment
Period, (ii) the amount due Employee under the Bonus
Plan for the fiscal year during which such event
occurred, pro-rated to the "closing date" of such
event (iii) accrued but unpaid vacation for the year
in which such event occurred, and (iv) any unpaid
expense reimbursement; provided, however, that no
payment shall be due pursuant to subsections (i) and
(ii) of this subparagraph (d) if the Company or its
successor requests and offers a contract providing
that Employee remain employed for one year following
such event in a similar executive capacity with
salary, bonus and benefits similar to those provided
for in this Agreement.

6.  Covenants of Employee.  Employee agrees to comply with the
provisions of this Paragraph 6 during the Employment Period
and for one full year after the expiration or termination
thereof (except as otherwise provided in the subparagraphs
below).

  (a)  Assistance in Litigation.  Employee agrees that he shall,
upon reasonable notice, furnish such information and
proper assistance to the 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 to the
Company, its subsidiaries or affiliates, or any
business operated by them including, without
limitation, confidential customer information, sales
and marketing strategies, process information, or
other similar confidential information; and Employee
hereby confirms that such information constitutes the
exclusive property of the Company.

  (c)  Conflicts of Interest.  During the Employment Period,
including any extension thereof, 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
of Directors;  provided, however, that Employee may
acquire up to 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.


<PAGE>


  (d)  Propriety information.  During or after the Employment
Period, including any extension thereof, 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
subsidiaries' or affiliates' Board of Directors, as
the case may be, to receive the information, nor shall
Employee make use of any Propriety Information for his
own purposes or for the benefit of any person, firm,
corporation or other entity except the Company.
"Propriety 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 consumer 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, 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 Employee during the
Employment Period, including any extension thereof,
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
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.  Employee
agrees that both during the Employment Period,
including any extension thereof, and thereafter,
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 herein above 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, produce
developments, patents, registered designs or
equivalent rights, computer software, tradenames,
trademarks and copyrights and any similar property of
Employee.

    This subparagraph (e) 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 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
Employee for the Company.


<PAGE>


  (f)  Covenants Not to Compete, Etc.  Employee agrees that for
a period ending on December 31, 2002 (the "Termination
Date"), for whatever reason, neither he nor any entity
with which 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 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 Termination Date, neither
Employee nor any entity with which 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 Employee nor any
entity with which Employee is affiliated shall within
the Territory, at any time prior to 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 Employee shall have received the prior written
consent of the Company to do so, in which written
consent the name of the person to be employed
following the Termination Date by Employee or by any
entity with which Employee is affiliated is
specifically identified.  As used herein, the term
"Employee" in the phrase "entity with which Employee
is affiliated" shall include, without limitation,
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
Employee terminates this Agreement with cause, the
provisions of this paragraph shall only continue for
the period of time that 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,
then the parties hereto agree that such provision
shall be reformed to set forth the maximum limitations
permitted.

  (g)  Secrecy.  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.


<PAGE>


  (h)  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 this 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
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 entre Agreement will continue to be
valid in other jurisdictions.

  (d)  Waivers.  No failure or delay by either the Company or
Employee in exercising any right or remedy under this
Agreement will waive any provision of this Agreement,
nor will any single partial exercise by either the
Company or 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 and negotiations, commitments,
writings and understandings between the parties
concerning the matters in this Agreement.

  (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
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.


<PAGE>


      If to the Company:    High Plains Corporation
                            200 West Douglas #820
                            Wichita, KS 67202
                            Attn: Christopher G. Standlee

      If to Employee:       Timothy W. Newkirk
                            5776 S. 107th St. E.
                            Derby, KS 67037

  (h)  Applicable Law.  This Agreement shall be construed in
accordance with the laws of the State of Kansas.


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

                                COMPANY:

                                HIGH PLAINS CORPORATION

                                By _________________________________
                                Its ________________________________


                                EMPLOYEE:


                                ____________________________________
                                Timothy W. Newkirk


<PAGE>

Exhibit 10-30

                        EMPLOYMENT AGREEMENT


  THIS AGREEMENT, made and entered into effective as of the 1st day of July,
2001, by and between High Plains Corporation, a Kansas corporation (the
"Company"), and David Dykstra ("Employee").

                                  WITNESSETH:

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

  WHEREAS, Employee is prepared to enter into this Agreement with the Company
and to give the 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 Employee,
and Employee hereby accepts employment with the Company as Vice
President of Marketing.

  (a)  Employee will render exclusive and full-time services to the Company
and its subsidiaries and successors (any later reference to the
Company shall be deemed to include subsidiaries and successors,
of which Employee shall act as Vice President of Marketing).  In
this capacity, he will be responsible for duties as described for
his position in the Bylaws of the Company, and as directed from
time to time by the President and the Board of Directors.
Employee will report to the President and 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, and the compliance with all federal and state
laws, rules and regulations.  Employee acknowledges that the
Board of Directors shall have final authority in matters
affecting the interests of the Company.

2.  Term.  Subject to earlier termination in accordance with this Agreement,
Employee's employment shall be for an 18-month period commencing
July 1, 2001 and ending on December 31, 2002 ("Employment
Period").

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

  (a)  Base Salary.  A base salary of $125,000 per annum ($10,416.66 per
month) through December 31, 2001, then a base salary of $137,500
per annum for the duration of the Employment Period.  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.


<PAGE>


  (b)  Bonus.  In addition to the Base Salary, Employee shall be paid (i) a
bonus for the fiscal year ending June 30, 2002, equal to 20% of
his Base Salary upon the successful completion of his work plan
in the form previously approved by President and/or the Board of
Directors, and (ii) a further bonus for the fiscal year ending
June 30, 2002, of up to 20% of his Base Salary, in such amount as
may be determined by the Board of Directors, in its discretion,
based upon the performance of the Company's stock and the return
on equity to the shareholders during such fiscal year.

  (c)  Benefits.

    (i)  Expenses.  The Company shall reimburse Employee for any ordinary,
necessary and reasonable business expenses that Employee
incurs in connection with the performance of his
responsibilities under this Agreement, including
entertainment and travel expenses; provided, however, that
Employee provides 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 Employee abides by all policies
of the Company regarding such business expenses.

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

    (iii)  Change of Control.  In the event of the sale of all or
substantially all of the assets of the Company or the
acquisition of greater than 50% of the stock of the Company
by any party or group of affiliated parties, Employee shall
be entitled to a "stay put" bonus equal to one year's base
salary, payable as of the completion of the transaction
described above, provided that employee is still employed
with the Company on the date such transaction is completed.

    (iv)  Vacation.  Employee shall be entitled to a vacation period of three
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.

    (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 applies to the
other employees of the Company similarly situated.


<PAGE>


    (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 benefit all
Employees similarly situated), it being understood that
Employee shall have the same right and privileges to
participate in such plans or benefits as any other employee
similarly situated.

    (viii)  Vehicle.  The Company shall provide Employee with a vehicle
allowance in the amount of $600 per month during the term
of this Agreement.

4.  Termination.  This Agreement may not be terminated prior to the end of
the Employment Period 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 (v) below, where the ability to cure
is not allowed, the Company shall give Employee 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 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 President or 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.


<PAGE>


  (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
Employee's death, 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 Employee hereunder, Employee or his
representatives shall be paid (i) the compensation due 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 Employee died pro-rated to the
date of his death, and (iii) any unpaid expense reimbursement.

  (b)  Total Disability.  As used herein, the term "Total Disability" shall
mean the inability of 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 months.  The
determination of Employee's Total Disability shall be made by the
Board of Directors and an examining physician acceptable to the
Company and Employee.  If Employee and the Company cannot agree
as to a physician or if 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, 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
Employee under the Bonus Plan for the year in which such Total
Disability occurred pro-rated to the date that Employee was
terminated, (iii) accrued but unpaid vacation pay for the year in
which Employee became Totally Disabled pro-rated to the date that
Employee was terminated, and (iv) any unpaid expense
reimbursement.  Upon such Total Disability, the Company shall
have the right to terminate any insurance that it has owned and
maintained on the life of 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 for cause
under the terms of this Agreement, the Company shall be relieved
of all obligations and liability to Employee under this Agreement
(except for payment of accrued but unpaid base salary, expenses,
and vacation) 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.


<PAGE>


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

  (d)  Change of Control.  In the event of the sale of all or substantially
all of the assets of the Company or the acquisition of greater
than 50% of the stock of the Company by any party or group of
affiliated parties, Employee shall be paid (i) the Base Salary
payable under this Agreement through the end of the Employment
Period, (ii) the amount due Employee under the Bonus Plan for the
fiscal year during which such event occurred, pro-rated to the
"closing date" of such event (iii) accrued but unpaid vacation
for the year in which such event occurred, and (iv) any unpaid
expense reimbursement; provided, however, that no payment shall
be due pursuant to subsections (i) and (ii) of this subparagraph
(d) if the Company or its successor requests and offers a
contract providing that Employee remain employed for one year
following such event in a similar executive capacity with salary,
bonus and benefits similar to those provided for in this
Agreement.

6.  Covenants of Employee.  Employee agrees to comply with the provisions of
this Paragraph 6 during the Employment Period and for one full year
after the expiration or termination thereof (except as otherwise
provided in the subparagraphs below).

  (a)  Assistance in Litigation.  Employee agrees that he shall, upon
reasonable notice, furnish such information and proper assistance
to the 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 to the Company, its subsidiaries or affiliates, or
any business operated by them including, without limitation,
confidential customer information, sales and marketing
strategies, process information, or other similar confidential
information; and Employee hereby confirms that such information
constitutes the exclusive property of the Company.

  (c)  Conflicts of Interest.  During the Employment Period, including any
extension thereof, 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 of Directors;  provided, however, that
Employee may acquire up to 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.


<PAGE>


  (d)  Propriety information.  During or after the Employment Period,
including any extension thereof, 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
subsidiaries' or affiliates' Board of Directors, as the case may
be, to receive the information, nor shall Employee make use of
any Propriety Information for his own purposes or for the benefit
of any person, firm, corporation or other entity except the
Company.  "Propriety 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 consumer 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,
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 Employee during the Employment
Period, including any extension thereof, 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 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.  Employee agrees that both
during the Employment Period, including any extension thereof,
and thereafter, 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 herein above 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, produce developments, patents, registered
designs or equivalent rights, computer software, tradenames,
trademarks and copyrights and any similar property of Employee.

    This subparagraph (e) 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 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 Employee for the
Company.


<PAGE>


  (f)  Covenants Not to Compete, Etc.  Employee agrees that for a period
ending on December 31, 2002 (the "Termination Date"), for
whatever reason, neither he nor any entity with which 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 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 Termination Date, neither Employee nor any
entity with which 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 Employee nor any entity with which Employee is affiliated
shall within the Territory, at any time prior to 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 Employee shall have received the
prior written consent of the Company to do so, in which written
consent the name of the person to be employed following the
Termination Date by Employee or by any entity with which Employee
is affiliated is specifically identified.  As used herein, the
term "Employee" in the phrase "entity with which Employee is
affiliated" shall include, without limitation, 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 Employee terminates this
Agreement with cause, the provisions of this paragraph shall only
continue for the period of time that 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, then the parties hereto
agree that such provision shall be reformed to set forth the
maximum limitations permitted.

  (g)  Secrecy.  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.


<PAGE>


  (h)  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 this
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 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 entre Agreement
will continue to be valid in other jurisdictions.

  (d)  Waivers.  No failure or delay by either the Company or Employee in
exercising any right or remedy under this Agreement will waive
any provision of this Agreement, nor will any single partial
exercise by either the Company or 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 and negotiations, commitments, writings and
understandings between the parties concerning the matters in this
Agreement.

  (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 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.


<PAGE>


      If to the Company:    High Plains Corporation
                            200 West Douglas #820
                            Wichita, KS 67202
                            Attn: Christopher G. Standlee

      If to Employee:       David Dykstra
                            13115 E. Crestwood
                            Wichita, KS 67230

  (h)  Applicable Law.  This Agreement shall be construed in accordance with
the laws of the State of Kansas.



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

                                 COMPANY:

                                 HIGH PLAINS CORPORATION


                                 By _________________________________
                                 Its ________________________________


                                 EMPLOYEE:


                                 ____________________________________
                                 David Dykstra


<PAGE>

Exhibit 10-31

                       EMPLOYMENT AGREEMENT


  THIS AGREEMENT, made and entered into effective as of the 1st day of July,
2001, by and between High Plains Corporation, a Kansas corporation (the
"Company"), and Michael Shook ("Employee").

                                  WITNESSETH:

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

  WHEREAS, Employee is prepared to enter into this Agreement with the Company
and to give the 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 Employee,
and Employee hereby accepts employment with the Company as its Director
of Finance  and Controller.

  (a)  Employee will render exclusive and full-time services to the Company
and its subsidiaries and successors (any later reference to the
Company shall be deemed to include subsidiaries and successors,
of which Employee shall act as Director of Finance and
Controller).  In this capacity, he will be responsible for duties
as described for his position in the Bylaws of the Company, and
as directed from time to time by the President and the Board of
Directors.  Employee will report to the President and 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, and the compliance with all federal and state
laws, rules and regulations.  Employee acknowledges that the
Board of Directors shall have final authority in matters
affecting the interests of the Company.

2.  Term.  Subject to earlier termination in accordance with this Agreement,
Employee's employment shall be for an 18-month period commencing
July 1, 2001 and ending on December 31, 2002 ("Employment
Period").

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

  (a)  Base Salary.  A base salary of $85,000 per annum ($7,083.33 per month)
through December 31, 2001, then a base salary of $93,500 per
annum for the duration of the Employment Period.  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.


<PAGE>


  (b)  Bonus.  In addition to the Base Salary, Employee shall be paid (i) a
bonus for the fiscal year ending June 30, 2002, equal to 20% of
his Base Salary upon the successful completion of his work plan
in the form previously approved by President and/or the Board of
Directors, and (ii) a further bonus for the fiscal year ending
June 30, 2002, of up to 20% of his Base Salary, in such amount as
may be determined by the Board of Directors, in its discretion,
based upon the performance of the Company's stock and the return
on equity to the shareholders during such fiscal year.

  (c)  Benefits.

    (i)  Expenses.  The Company shall reimburse Employee for any ordinary,
necessary and reasonable business expenses that Employee
incurs in connection with the performance of his
responsibilities under this Agreement, including
entertainment and travel expenses; provided, however, that
Employee provides 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 Employee abides by all policies
of the Company regarding such business expenses.

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

    (iii)  Change of Control.  In the event of the sale of all or
substantially all of the assets of the Company or the
acquisition of greater than 50% of the stock of the Company
by any party or group of affiliated parties, Employee shall
be entitled to a "stay put" bonus equal to one year's base
salary, payable as of the completion of the transaction
described above, provided that employee is still employed
with the Company on the date such transaction is completed.

    (iv)  Vacation.  Employee shall be entitled to a vacation period of three
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.

    (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 applies to the
other employees of the Company similarly situated.


<PAGE>


    (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 benefit all
Employees similarly situated), it being understood that
Employee shall have the same right and privileges to
participate in such plans or benefits as any other employee
similarly situated.

    (viii)  Vehicle.  The Company shall provide Employee with a vehicle
allowance in the amount of $400 per month during the term
of this Agreement.

4.  Termination.  This Agreement may not be terminated prior to the end of
the Employment Period 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 (v) below, where the ability to cure
is not allowed, the Company shall give Employee 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 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 President or 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.


<PAGE>


  (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
Employee's death, 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 Employee hereunder, Employee or his
representatives shall be paid (i) the compensation due 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 Employee died pro-rated to the
date of his death, and (iii) any unpaid expense reimbursement.

  (b)  Total Disability.  As used herein, the term "Total Disability" shall
mean the inability of 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 months.  The
determination of Employee's Total Disability shall be made by the
Board of Directors and an examining physician acceptable to the
Company and Employee.  If Employee and the Company cannot agree
as to a physician or if 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, 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
Employee under the Bonus Plan for the year in which such Total
Disability occurred pro-rated to the date that Employee was
terminated, (iii) accrued but unpaid vacation pay for the year in
which Employee became Totally Disabled pro-rated to the date that
Employee was terminated, and (iv) any unpaid expense
reimbursement.  Upon such Total Disability, the Company shall
have the right to terminate any insurance that it has owned and
maintained on the life of 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 for cause
under the terms of this Agreement, the Company shall be relieved
of all obligations and liability to Employee under this Agreement
(except for payment of accrued but unpaid base salary, expenses,
and vacation) 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.


<PAGE>


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

  (d)  Change of Control.  In the event of the sale of all or substantially
all of the assets of the Company or the acquisition of greater
than 50% of the stock of the Company by any party or group of
affiliated parties, Employee shall be paid (i) the Base Salary
payable under this Agreement through the end of the Employment
Period, (ii) the amount due Employee under the Bonus Plan for the
fiscal year during which such event occurred, pro-rated to the
"closing date" of such event (iii) accrued but unpaid vacation
for the year in which such event occurred, and (iv) any unpaid
expense reimbursement; provided, however, that no payment shall
be due pursuant to subsections (i) and (ii) of this subparagraph
(d) if the Company or its successor requests and offers a
contract providing that Employee remain employed for one year
following such event in a similar executive capacity with salary,
bonus and benefits similar to those provided for in this
Agreement.

6.  Covenants of Employee.  Employee agrees to comply with the provisions of
this Paragraph 6 during the Employment Period and for one full year
after the expiration or termination thereof (except as otherwise
provided in the subparagraphs below).

  (a)  Assistance in Litigation.  Employee agrees that he shall, upon
reasonable notice, furnish such information and proper assistance
to the 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 to the Company, its subsidiaries or affiliates, or
any business operated by them including, without limitation,
confidential customer information, sales and marketing
strategies, process information, or other similar confidential
information; and Employee hereby confirms that such information
constitutes the exclusive property of the Company.

  (c)  Conflicts of Interest.  During the Employment Period, including any
extension thereof, 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 of Directors;  provided, however, that
Employee may acquire up to 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.


<PAGE>


  (d)  Propriety information.  During or after the Employment Period,
including any extension thereof, 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
subsidiaries' or affiliates' Board of Directors, as the case may
be, to receive the information, nor shall Employee make use of
any Propriety Information for his own purposes or for the benefit
of any person, firm, corporation or other entity except the
Company.  "Propriety 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 consumer 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,
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 Employee during the Employment
Period, including any extension thereof, 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 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.  Employee agrees that both
during the Employment Period, including any extension thereof,
and thereafter, 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 herein above 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, produce developments, patents, registered
designs or equivalent rights, computer software, tradenames,
trademarks and copyrights and any similar property of Employee.

    This subparagraph (e) 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 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 Employee for the
Company.


<PAGE>


  (f)  Covenants Not to Compete, Etc.  Employee agrees that for a period
ending on December 31, 2002 (the "Termination Date"), for
whatever reason, neither he nor any entity with which 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 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 Termination Date, neither Employee nor any
entity with which 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 Employee nor any entity with which Employee is affiliated
shall within the Territory, at any time prior to 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 Employee shall have received the
prior written consent of the Company to do so, in which written
consent the name of the person to be employed following the
Termination Date by Employee or by any entity with which Employee
is affiliated is specifically identified.  As used herein, the
term "Employee" in the phrase "entity with which Employee is
affiliated" shall include, without limitation, 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 Employee terminates this
Agreement with cause, the provisions of this paragraph shall only
continue for the period of time that 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, then the parties hereto
agree that such provision shall be reformed to set forth the
maximum limitations permitted.

  (g)  Secrecy.  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.


<PAGE>


  (h)  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 this
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 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 entre Agreement
will continue to be valid in other jurisdictions.

  (d)  Waivers.  No failure or delay by either the Company or Employee in
exercising any right or remedy under this Agreement will waive
any provision of this Agreement, nor will any single partial
exercise by either the Company or 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 and negotiations, commitments, writings and
understandings between the parties concerning the matters in this
Agreement.

  (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 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.


<PAGE>


      If to the Company:    High Plains Corporation
                            200 West Douglas #820
                            Wichita KS 67202
                            Attn: Christopher G. Standlee

      If to Employee:       Michael Shook
                            237 Winterset
                            Wichita KS 67212

  (h)  Applicable Law.  This Agreement shall be construed in accordance with
the laws of the State of Kansas.



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

                                    COMPANY:

                                    HIGH PLAINS CORPORATION


                                    By ______________________________
                                    Its _____________________________


                                    EMPLOYEE:


                                    _________________________________
                                    Michael Shook



<PAGE>


Exhibit 10-32

                            EMPLOYMENT AGREEMENT


  THIS AGREEMENT, made and entered into effective as of the 1st day of July,
2001, by and between High Plains Corporation, a Kansas corporation (the
"Company"), and Christopher S. Glaves ("Employee").

                                  WITNESSETH:

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

  WHEREAS, Employee is prepared to enter into this Agreement with the Company
and to give the 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 Employee,
and Employee hereby accepts employment with the Company as its Director
of Grain Procurement and Feed Sales.

  (a)  Employee will render exclusive and full-time services to the Company
and its subsidiaries and successors (any later reference to the
Company shall be deemed to include subsidiaries and successors,
of which Employee shall act as Director of Grain Procurement and
Feed Sales).  In this capacity, he will be responsible for duties
as described for his position in the Bylaws of the Company, and
as directed from time to time by the President and the Board of
Directors.  Employee will report to the President and 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, and the compliance with all federal and state
laws, rules and regulations.  Employee acknowledges that the
Board of Directors shall have final authority in matters
affecting the interests of the Company.

2.  Term.  Subject to earlier termination in accordance with this Agreement,
Employee's employment shall be for an 18-month period commencing
July 1, 2001 and ending on December 31, 2002 ("Employment
Period").

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

  (a)  Base Salary.  A base salary of $85,000 per annum ($7,083.33 per month)
through December 31, 2001, then a base salary of $93,500 per
annum for the duration of the Employment Period.  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.


<PAGE>


  (b)  Bonus.  In addition to the Base Salary, Employee shall be paid (i) a
bonus for the fiscal year ending June 30, 2002, equal to 20% of
his Base Salary upon the successful completion of his work plan
in the form previously approved by President and/or the Board of
Directors, and (ii) a further bonus for the fiscal year ending
June 30, 2002, of up to 20% of his Base Salary, in such amount as
may be determined by the Board of Directors, in its discretion,
based upon the performance of the Company's stock and the return
on equity to the shareholders during such fiscal year.

  (c)  Benefits.

    (i)  Expenses.  The Company shall reimburse Employee for any ordinary,
necessary and reasonable business expenses that Employee
incurs in connection with the performance of his
responsibilities under this Agreement, including
entertainment and travel expenses; provided, however, that
Employee provides 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 Employee abides by all policies
of the Company regarding such business expenses.

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

    (iii)  Change of Control.  In the event of the sale of all or
substantially all of the assets of the Company or the
acquisition of greater than 50% of the stock of the Company
by any party or group of affiliated parties, Employee shall
be entitled to a "stay put" bonus equal to one year's base
salary, payable as of the completion of the transaction
described above, provided that employee is still employed
with the Company on the date such transaction is completed.

    (iv)  Vacation.  Employee shall be entitled to a vacation period of three
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.

    (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 applies to the
other employees of the Company similarly situated.


<PAGE>


    (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 benefit all
Employees similarly situated), it being understood that
Employee shall have the same right and privileges to
participate in such plans or benefits as any other employee
similarly situated.

    (viii)  Vehicle.  The Company shall provide Employee with a vehicle
allowance in the amount of $500 per month during the term
of this Agreement.

4.  Termination.  This Agreement may not be terminated prior to the end of
the Employment Period 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 (v) below, where the ability to cure
is not allowed, the Company shall give Employee 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 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 President or 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.


<PAGE>


  (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
Employee's death, 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 Employee hereunder, Employee or his
representatives shall be paid (i) the compensation due 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 Employee died pro-rated to the
date of his death, and (iii) any unpaid expense reimbursement.

  (b)  Total Disability.  As used herein, the term "Total Disability" shall
mean the inability of 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 months.  The
determination of Employee's Total Disability shall be made by the
Board of Directors and an examining physician acceptable to the
Company and Employee.  If Employee and the Company cannot agree
as to a physician or if 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, 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
Employee under the Bonus Plan for the year in which such Total
Disability occurred pro-rated to the date that Employee was
terminated, (iii) accrued but unpaid vacation pay for the year in
which Employee became Totally Disabled pro-rated to the date that
Employee was terminated, and (iv) any unpaid expense
reimbursement.  Upon such Total Disability, the Company shall
have the right to terminate any insurance that it has owned and
maintained on the life of 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 for cause
under the terms of this Agreement, the Company shall be relieved
of all obligations and liability to Employee under this Agreement
(except for payment of accrued but unpaid base salary, expenses,
and vacation) 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.


<PAGE>


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

  (d)  Change of Control.  In the event of the sale of all or substantially
all of the assets of the Company or the acquisition of greater
than 50% of the stock of the Company by any party or group of
affiliated parties, Employee shall be paid (i) the Base Salary
payable under this Agreement through the end of the Employment
Period, (ii) the amount due Employee under the Bonus Plan for the
fiscal year during which such event occurred, pro-rated to the
"closing date" of such event (iii) accrued but unpaid vacation
for the year in which such event occurred, and (iv) any unpaid
expense reimbursement; provided, however, that no payment shall
be due pursuant to subsections (i) and (ii) of this subparagraph
(d) if the Company or its successor requests and offers a
contract providing that Employee remain employed for one year
following such event in a similar executive capacity with salary,
bonus and benefits similar to those provided for in this
Agreement.

6.  Covenants of Employee.  Employee agrees to comply with the provisions of
this Paragraph 6 during the Employment Period and for one full year
after the expiration or termination thereof (except as otherwise
provided in the subparagraphs below).

  (a)  Assistance in Litigation.  Employee agrees that he shall, upon
reasonable notice, furnish such information and proper assistance
to the 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 to the Company, its subsidiaries or affiliates, or
any business operated by them including, without limitation,
confidential customer information, sales and marketing
strategies, process information, or other similar confidential
information; and Employee hereby confirms that such information
constitutes the exclusive property of the Company.

  (c)  Conflicts of Interest.  During the Employment Period, including any
extension thereof, 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 of Directors;  provided, however, that
Employee may acquire up to 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.


<PAGE>


  (d)  Propriety information.  During or after the Employment Period,
including any extension thereof, 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
subsidiaries' or affiliates' Board of Directors, as the case may
be, to receive the information, nor shall Employee make use of
any Propriety Information for his own purposes or for the benefit
of any person, firm, corporation or other entity except the
Company.  "Propriety 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 consumer 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,
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 Employee during the Employment
Period, including any extension thereof, 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 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.  Employee agrees that both
during the Employment Period, including any extension thereof,
and thereafter, 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 herein above 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, produce developments, patents, registered
designs or equivalent rights, computer software, tradenames,
trademarks and copyrights and any similar property of Employee.

    This subparagraph (e) 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 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 Employee for the
Company.


<PAGE>


  (f)  Covenants Not to Compete, Etc.  Employee agrees that for a period
ending on December 31, 2002 (the "Termination Date"), for
whatever reason, neither he nor any entity with which 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 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 Termination Date, neither Employee nor any
entity with which 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 Employee nor any entity with which Employee is affiliated
shall within the Territory, at any time prior to 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 Employee shall have received the
prior written consent of the Company to do so, in which written
consent the name of the person to be employed following the
Termination Date by Employee or by any entity with which Employee
is affiliated is specifically identified.  As used herein, the
term "Employee" in the phrase "entity with which Employee is
affiliated" shall include, without limitation, 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 Employee terminates this
Agreement with cause, the provisions of this paragraph shall only
continue for the period of time that 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, then the parties hereto
agree that such provision shall be reformed to set forth the
maximum limitations permitted.

  (g)  Secrecy.  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.


<PAGE>


  (h)  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 this
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 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 entre Agreement
will continue to be valid in other jurisdictions.

  (d)  Waivers.  No failure or delay by either the Company or Employee in
exercising any right or remedy under this Agreement will waive
any provision of this Agreement, nor will any single partial
exercise by either the Company or 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 and negotiations, commitments, writings and
understandings between the parties concerning the matters in this
Agreement.

  (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 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.


<PAGE>


      If to the Company:    High Plains Corporation
                            200 West Douglas #820
                            Wichita KS 67202
                            Attn: Christopher G. Standlee

      If to Employee:       Christopher S. Glaves
                            2550 Welgate Circle
                            Wichita KS 67226

  (h)  Applicable Law.  This Agreement shall be construed in accordance with
the laws of the State of Kansas.



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

                                    COMPANY:

                                    HIGH PLAINS CORPORATION


                                    By ______________________________
                                    Its _____________________________


                                    EMPLOYEE:


                                    _________________________________
                                    Christopher S. Glaves


<PAGE>


Exhibit 10-33


                                  AGREEMENT


  THIS AGREEMENT made and entered into as of November 21st, 2000 by and
between High Plains Corporation, a Kansas corporation ("Seller"), and ICM
Marketing, Inc. a Kansas corporation ("Buyer").


                             W I T N E S S E T H :


  WHEREAS, Seller desires to sell and Buyer desires to purchase the Wet
Distiller's Grains with Solubles, and Dried Distiller's Grains with Solubles,
(hereinafter the "Products") output of the ethanol production "Plants" which
Seller owns at York, Nebraska and Colwich, Kansas (hereinafter called the
"Plants") and


  WHEREAS, Seller and Buyer wish to agree in advance of such sale and purchase
to the price formula, payment, delivery and other terms thereof in
consideration of the mutually promised performance of the other;


  NOW, THEREFORE, in consideration of the promises and the mutual covenants
and conditions herein contained, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged by
both parties, it is hereby agreed:


  1.  PURCHASE AND SALE.  Seller agrees to sell to Buyer its entire bulk feed
grade "Products" output from Seller's "Plants", and Buyer agrees to purchase
from Seller the entire bulk feed grade "Products" output from Seller's
"Plants", subject to all the terms and conditions set forth in this Agreement.


  2.  TRADE RULES.  All purchases and sales made hereunder shall be governed
by the Feed Trade Rules of the National Grain and Feed Association unless
otherwise specified.  Said Trade Rules, shall to the extent applicable, be a
part of this Agreement as if fully set forth herein.  Notwithstanding the
foregoing, the Arbitration Rules of the National Grain and Feed Association
shall not be applicable to this Agreement and nothing herein contained shall
be construed to constitute an agreement between the parties to submit disputes
arising hereunder to arbitration before any organization or tribunal.


  3.  TERM.  The current term of this Agreement shall be from the date of
signing through May 1st, 2002.  This agreement shall be automatically renewed
for successive one-year terms unless either party gives written notice to the
other party of it's election not to renew not later than ninety (90) days
prior to the expiration of the then current term.


<PAGE>


4.     DELIVERY AND TITLE.

    A.  The place of delivery for all "Products" sold pursuant to this
Agreement shall be FOB "Plants".  Buyer and Buyer's agents shall be given
access to Seller's "Plants" in a manner and at all times reasonably necessary
and convenient for Buyer to take delivery as provided herein.  Buyer shall
schedule the loading and shipping of all outbound "Products" purchased
hereunder which is shipped by truck or rail, but all labor and equipment
necessary to load trucks, or rail cars shall be supplied by Seller without
charge to Buyer.  Delivery from Seller's Colwich plant shall occur only
between the hours of 8:00 a.m. and 6:00 p.m. central daylight time (CDT)
Monday through Friday, excluding Holidays, unless prior arrangements are made
at Seller's discretion.  Seller agrees to handle the "Products" in a good and
workmanlike manner in accordance with Buyer's reasonable requirements and in
accordance with normal industry practice.  Seller shall maintain the
truck/rail loading facilities in safe operating condition in accordance with
normal industry standards.


           B.    Seller further warrants that storage space for not less
than 10 days production of  "Products", (5 days at Colwich) based on normal
operating capacity, shall be reserved for Buyer's use at the "Plants" and
shall be continuously available for storage of "Products" purchased by Buyer
hereunder at no charge to Buyer. Buyer warrants and agrees to remove
"Products" before the aforementioned storage limits are exceeded, or before
"Plant" operations are effected. Seller shall be responsible at all times for
the quantity, quality and condition of any "Products" in storage at the
"Plants".  Seller shall not be responsible for the quantity, quality and
condition of any "Products" stored by Buyer at locations other than the
"Plants".


    C.  Buyer shall give to Seller a schedule of quantities of "Products" to
be removed by truck and rail respectively with sufficient advance notice
reasonably to allow Seller to provide the required services.  Seller shall
provide the labor, equipment and facilities necessary to meet Buyer's loading
schedule and, except for any consequential or indirect damages, shall be
responsible for Buyer's actual costs or damages resulting from Seller's
failure to do so.  Buyer shall order and supply trucks as scheduled for truck
shipments. All freight charges shall be the responsibility of Buyer and shall
be billed directly to Buyer. Demurrage charges will be for the account of the
Buyer if Buyer fails to provide railcars in accordance with the production
schedule provided by Seller. Demurrage charges will be for the account of the
Seller if Seller fails to load railcars in accordance with said schedule.


    D.  Subject to Section 1, Buyer shall provide loading orders as necessary
to permit Seller to maintain Seller's usual production schedule, provided,
however, that Buyer shall not be responsible for failure to schedule removal
of "Products" unless Seller shall have provided to Buyer production schedules
as follows:  Five (5) days prior to the beginning of each calendar month
during the term hereof, Seller shall provide to Buyer a tentative schedule for
production in the next calendar month.  On Wednesday of each week during any
term hereof, Seller shall provide to Buyer a schedule for actual production
during the next production week (Monday through Sunday).  Seller shall inform
Buyer daily of inventory and production status by 8:30 a.m. CDT.  For purposes
of this paragraph, notification will be sufficient if made by facsimile as
follows:


<PAGE>


  If to Buyer, to the attention of ICM, Inc., Randy Ives, Facsimile number
  316-796-0944 and


  If to Seller, to the attention of J.R. Hermes, Facsimile number 316-796-1523
  and Danny Allison, Facsimile number 402-362-6707.

  Or to such other representatives of Buyer and Seller as they may designate
  to the other in writing.


    E.  Title, risk of loss and full shipping responsibility shall pass to
Buyer upon loading the "Products" into trucks or rail cars, as the case may
be, and delivering to Buyer of the bill of lading for each such shipment.


    F.   None of the Seller "Products" shall be sold more than 180 days in
advance by Buyer unless Seller explicitly approves the price and terms of
any such contract.  Buyer will advise weekly and update Seller monthly on
all outstanding contractual obligations, and the terms thereof. The
aforementioned method of notification shall be deemed sufficient for this
purpose. Any forward sales authorized and approved by the Seller shall be the
property of the Seller, and the Seller shall have the full benefit or burden
of those contracts.



5.  PRICE AND PAYMENT.


     A. Buyer agrees to pay Seller for all "Products" removed by Buyer from
     the "Plants", a price equal to ninety-eight percent (98%) of the FOB
     Plant price actually received by Buyer from its customers.  For purposes
     of this provision, the FOB Plant price shall be the actual sale price,
     less all freight costs incurred by Buyer in delivering the Product to
     its customer.  Buyer agrees to use commercially reasonable efforts
     to achieve the highest resale price available under prevailing market
     conditions as judged by Buyer.  Seller's sole and exclusive remedy for
     breach of Buyer's obligations hereunder shall be to terminate this
     Agreement. Provided that this provision shall not limit Seller's rights
     in the event of Buyer's willful misconduct or grossly negligent actions.


    B.  On a daily basis, Weekends and Holidays excluded, Seller shall provide
    Buyer with certified weight certificates for the previous day's shipments.
    Buyer shall pay Seller the full price, determined pursuant to paragraph 5A
    above, for all properly documented shipments.  Payment for such shipments
    shall occur so that payment is received on or by the following Thursday of
    each shipment week (Monday through Sunday).  Buyer agrees to maintain
    accurate sales records and to provide such records to Seller upon request.
    Seller shall have the option to audit Buyer's sales invoices at any time
    during normal business hours and during the term of this Agreement.


<PAGE>


  6.  QUANTITY AND WEIGHTS.


    A.  It is understood that said output of the "Products" shall be
determined by Seller's production schedule and that no warranty or
representation has been made by Seller as to the exact quantities of
"Products" to be sold pursuant to this Agreement.  At the effective date of
this Agreement, the output estimated by Seller to be sold to the Buyer is
approximately sixteen thousand tons (16,000) of Product per month from the
aforementioned "Plants".


    B.  The quantity of "Products" delivered to Buyer from Seller's "Plants"
shall be established by weight certificates obtained from scales which are
certified as of the time of weighing and which comply with all applicable
laws, rules and regulations.  In the case of rail shipments, the first
official railroad weights will govern establishment of said quantities.  The
outbound weight certificates shall be determinative of the quantity of
"Products" for which Buyer is obligated to pay pursuant to Section 5.


    C.  All rail cars loaded at Seller's York, NE plant shall be
grain hopper cars.   Seller agrees that such cars shall be loaded to full
visible capacity at Seller's "Plants".  If not loaded to full visible
capacity, Seller shall pay in full the portion of freight charges allocable to
the unused capacity of the car.  It is agreed and understood that all
railcars, when loaded to full visible capacity, shall be defined as having a
"light weight".


  7.  QUALITY.

A.  Seller understands that Buyer intends to sell the "Products"
purchased from Seller as a primary animal feed ingredient and that said
"Products" are subject to minimum quality standards outlined in Exhibit A for
such use.  Seller agrees and warrants that "Products" produced at it's
"Plants" and delivered to Buyer shall be accepted in the feed trade under the
minimum quality standards outlined in Exhibit A and shall be of merchantable
quality.

    B.  Seller warrants that all "Products" sold to Buyer hereunder shall, at
the time of delivery to Buyer, conform to the minimum quality standards
outlined in Exhibit A.  Said minimum quality standards are subject to change
at the discretion of Seller.  Sufficient notice shall be deemed to be 30 days
of written notification to Buyer.


<PAGE>


    C.  Seller warrants that at the time of loading, the "Products" will not
    be adulterated or misbranded within the meaning of the Federal Food,
    Drug and Cosmetic Act and that each shipment may lawfully be
    introduced into interstate commerce under said Act.  Payment of invoice
    does not waive Buyer's rights if goods do not comply with terms or
    specifications of this Agreement.  Unless otherwise agreed between the
    parties to this Agreement, and in addition to other remedies permitted
    by law, the Buyer may, without obligation to pay, reject either before
    or after delivery, any of the "Products" which when inspected or used
    are found by Buyer to fail in a material way to conform to this Agreement.
    Should any of the "Products" be seized or condemned by any federal or
    state department or agency for any reason except noncompliance by Buyer
    with applicable federal or state requirements, such seizure or
    condemnation shall operate as a rejection by Buyer of the goods seized
    or condemned and Buyer shall not be obligated to offer any defense in
    connection with the seizure or condemnation.  However, Buyer agrees to
    cooperate with Seller in connection with the defense of any quality or
    other product claims, or any claims involving seizure or condemnation.
    Buyer shall be fully responsible for, and shall indemnify Seller against
    any liability for, claims arising from any failure to deliver feed
    products, except to the extent that delivery under those contracts fails
    due to Seller's fault.  When rejection occurs before or after delivery,
    at its option, Buyer may:

      (1)  Dispose of the rejected goods after first offering Seller a
reasonable opportunity of examining and taking possession thereof, if the
condition of the goods reasonably appears to Buyer to permit such delay in
making disposition; or

      (2)  Dispose of the rejected goods in any manner directed by Seller
which Buyer can accomplish without violation of applicable laws, rules,
regulations or property rights; or

      (3) If Buyer has no available means of disposal of rejected goods and
Seller fails to direct Buyer to dispose of them as provided herein, Buyer may
return the rejected goods to Seller, upon which event Buyer's obligations with
respect to said rejected goods shall be deemed fulfilled.  Title and risk of
loss shall pass to Seller promptly upon rejection by Buyer.

      (4) Seller shall reimburse Buyer for all costs reasonably incurred by
Buyer in storing, transporting, returning and disposing of the rejected goods.
Buyer shall have no obligation to pay Seller for rejected goods and may deduct
reasonable costs and expenses to be reimbursed by Seller from amounts
otherwise owed by Buyer to Seller.


<PAGE>


      (5) If Seller produces "Products" which comply with the warranty in
Section C above but which do not meet applicable industry standards, Buyer
agrees to purchase such "Products" for resale but makes no representation or
warranty as to the price at which such Product can be sold.  If the Product
deviates so severely from industry standard as to be unsalable in Buyer's
reasonable judgment; then it shall be disposed of in the manner provided for
rejected goods in Section C above.

         D. If Seller knows or reasonably suspects that any
"Products" produced at it's "Plants" are adulterated or misbranded, or outside
of minimum quality standards set forth in Exhibit B, Seller shall promptly so
notify Buyer so that such Product can be tested before entering interstate
commerce.  If Buyer knows or reasonably suspects that any "Products" produced
by Seller at it's "Plants" are adulterated, misbranded or outside of minimum
quality standards set forth in Exhibit B, then Buyer may obtain independent
laboratory tests of the affected goods.  If such goods are tested and found to
comply with all warranties made by Seller herein, then Buyer shall pay all
testing costs and if the goods are found not to comply with such warranties,
Seller will pay all testing costs.


       8.  RETENTION OF SAMPLES.  Seller will take an origin sample of the
"Products" from each truck or rail car before it leaves the "Plants" using
standard sampling methodology.  Seller will label these samples to indicate
the date of shipment that the truck, rail car, or pickup number involved.
Seller will also retain the samples and labeling information for no less than
6 months.  At a minimum, a composite analysis on all "Products" shall be sent
once a month to Buyer.  It is understood that said analysis is a composite and
may or may not be indicative of the current analysis.


       9.  INSURANCE.

           A.  Seller warrants to Buyer that all Seller's employees engaged
in the removal of "Products" from Seller's Plant shall be covered as required
by law by worker's compensation and unemployment compensation insurance.


           B.  Seller agrees to maintain throughout every term of this
Agreement comprehensive general liability insurance, including Product
Liability coverage, with combined single limits of not less than
$2,000,000.  Seller's policies of comprehensive general liability
insurance shall be endorsed to require at least thirty (30) days
advance notice to Buyer prior to the effective date of any decrease
in or cancellation of coverage.  Seller shall cause Buyer to be named
as an additional insured on Seller's insurance policy and shall provide
a certificate of insurance to Buyer to establish the coverage maintained
by Seller by the start of the contract term.


<PAGE>


    C.  Buyer agrees to carry such insurance on its vehicles and personnel
operating on Seller's property as Seller reasonably deems appropriate.  The
parties acknowledge that Buyer may elect to self insure its vehicles.  Upon
request, Buyer shall provide certificate of insurance to Seller to establish
the coverage maintained by Buyer.

    D.  Each of the parties hereto shall obtain from its respective insurers a
waiver of subrogation provision in all insurance policies required pursuant to
item C, waiving any subrogation rights against the other party.


  10.  REPRESENTATIONS AND WARRANTIES.

A.       Seller represents and warrants that all "Products"
delivered to Buyer shall not be adulterated or misbranded, except that Buyer
assumes all responsibility for labeling and tagging the feed products in
accordance with applicable law, and assuming that Seller's "Products"
meet the specifications set forth in Exhibit A as amended from time to time,
within the meaning of the Federal Food, Drug and Cosmetic Act and may
lawfully be introduced into interstate commerce pursuant to the provisions
of the Act.  Seller further warrants that the "Products" shall fully comply
with any applicable state laws governing quality, naming and labeling of
"Product".  Payment of invoice shall not constitute a waiver by Buyer of
Buyer's rights as to goods which do not comply with this Agreement or with
applicable laws and regulations.

    B.  Seller represents and warrants that "Products" delivered to Buyer
shall be free and clear of liens and encumbrances.


  11.  EVENTS OF DEFAULT.  The occurrence of any of the following shall be an
event of default under this Agreement:  (1) failure of either party to make
payment to the other when due; (2) default by either party in the performance
of the covenants, conditions and agreements imposed upon that party by this
Agreement; (3) if either party shall become insolvent, or make a general
assignment for the benefit of creditors or to an agent authorized to liquidate
any substantial amount of its assets, or be adjudicated bankrupt, or file a
petition in bankruptcy, or apply to a court for the appointment of a receiver
for any of its assets or properties with or without consent, and such receiver
shall not be discharged within sixty (60) days following appointment.


  12.  REMEDIES.  Upon the happening of an Event of Default, the parties
hereto shall have all remedies available under applicable law with respect to
an Event of Default by the other party.  Without limiting the foregoing, the
parties shall have the following remedies whether in addition to or as one of
the remedies otherwise available to them:  (1) to declare all amounts owed
immediately due and payable; and (2) to immediately terminate this Agreement
effective upon receipt by the party in default of the notice of termination,
provided, however, Buyer shall be allowed 3 calendar days from the date of
receipt of notice of default for non-payment to cure any non-payment.
Notwithstanding any other provision of this Agreement, Buyer may offset
against amounts otherwise owed to Seller the price of any "Products" which
fails to conform to any requirements of this Agreement.


<PAGE>


  13.  FORCE MAJEURE.  Neither Seller nor Buyer will be liable to the other
for any failure or delay in the performance of any obligation under this
Agreement due to events beyond its reasonable control, including, but not
limited to, fire, storm, flood, earthquake, explosion, act of the public
enemy, riots, civil disorders, sabotage, strikes, lockouts, labor disputes,
labor shortages, war, stoppages or slowdowns initiated by labor,
transportation embargoes, failure or shortage of materials, acts of God, or
acts or regulations or priorities of the federal, state or local government or
branches or agencies thereof.


  14.  INDEMNIFICATION.

A.  Seller shall indemnify, defend and hold Buyer and its
officers, directors, employees and agents harmless, from any and all losses,
liabilities, damages, expenses (including reasonable attorneys' fees), costs,
claims, demands, that Buyer or its officers, directors, employees or agents
may suffer, sustain or become subject to, or as a result of (i) any
misrepresentation or breach of warranty, covenant or agreement of Seller
contained herein or (ii) the Seller's negligence or willful misconduct.

  B.  Buyer shall indemnify, defend and hold Seller and its officer,
directors, employees and agents harmless, from any and all losses,
liabilities, damages, expenses (including reasonable attorneys' fees), costs,
claims, demands, that Seller or its officers, directors, employees or agents
may suffer, sustain or become subject to, or as a result of (i) any
misrepresentation or breach of warranty, covenant or agreement of Buyer
contained herein or (ii) the Buyer's negligence or willful misconduct.

  C.  Where such personal injury, death or loss of or damage to property
is the result of negligence on the part of both Seller and Buyer, each party's
duty of indemnification shall be in proportion to the percentage of that
party's negligence or faults.


  15.  RELATIONSHIP OF PARTIES.  This Agreement creates no relationship other
than that of buyer and seller between the parties hereto.  Specifically, there
is no agency, partnership, joint venture or other joint or mutual enterprise
or undertaking created hereby. Nothing contained in this Agreement authorizes
one party to act for or on behalf of the other and neither party is entitled
to commissions from the other.


  16.  MISCELLANEOUS.

  A.  This writing is intended by the parties as a final expression of
their agreement and a complete and exclusive statement of the terms thereof.


<PAGE>


    B.  No course of prior dealings between the parties and no usage of trade,
except where expressly incorporated by reference, shall be relevant or
admissible to supplement, explain, or vary any of the terms of this Agreement.

    C.  Acceptance of, or acquiescence in, a course of performance rendered
under this or any prior agreement shall not be relevant or admissible to
determine the meaning of this Agreement even though the accepting or
acquiescing party has knowledge of the nature or the performance and an
opportunity to make objection.

    D.  No representations, understandings or agreements have been made or
relied upon in the making of this Agreement other than as specifically set
forth herein.

    E.  This Agreement can only be modified by a writing signed by all of the
parties or their duly authorized agents.

    F.  The paragraph headings herein are for reference purposes only and
shall not in any way affect the meaning or interpretation of this Agreement.

    G.  This Agreement shall be construed and performed in accordance with the
laws of the State of Kansas.

    H.  The respective rights, obligations and liabilities of the parties
under this Agreement are not assignable or delegable without the prior written
consent of the other party.

    I.  Notice shall be deemed to have been given to the party to whom it is
addressed forty-eight (48) hours after it is deposited in certified U. S.
mail, postage prepaid, return receipt requested, addressed as follows:


    Buyer:      ICM Marketing, Inc.
                P.O. Box 397
                310 North First
                Colwich, Kansas  67030
                Attn.:  Randy Ives


    Seller:     High Plains Corporation
                O. W. Garvey Bldg.
                200 W. Douglas, Suite 820
                Wichita, KS  67202
                Attn.:  Chris Glaves


<PAGE>


IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed the day and year first above written.

                              ICM Marketing, Inc.


                              By:  ______________________________
                                   Title:  President


                              High Plains Corporation


                              By:  ______________________________
                              Title:  Director of Procurement and Feed Sales




                                  EXHIBIT A

Minimum Quality standards by product and plant:

Plant                   Component          Minimum             Maximum
Colwich  DDGS           Protein              30 %                 --
                        Fat                  7.5 %                --
                        Fiber                 --                  15 %
                        Ash                   --                   5 %

Plant                   Component          Minimum             Maximum
Colwich  WDGS           Protein              14 %                 --
                        Fat                   4 %                 --
                        Fiber                --                    5 %
                        Ash                  --                    2.5 %

Plant                   Component          Minimum             Maximum
York  DDGS              Protein              25 %                 --
                        Fat                   7 %                 --
                        Fiber                --                   15 %
                        Ash                  --                    5 %

Plant                   Component          Minimum             Maximum
York  WDGS              Protein              10.5 %               --
                        Fat                   3 %                 --
                        Fiber                --                    5 %
                        Ash                  --                    2.5 %


Minimum quality standards for all "products" shall also be deemed to be "cool
and sweet, and with Aflatoxin levels less than 20 ppb maximum."