CO2 Purchase and Sale
                                Agreement


  WHEREAS, High Plains Corporation (hereinafter referred to as "SELLER") 
operates an ethanol production facility in York, Nebraska which produces as a
by-product raw carbon dioxide (CO-2) in gaseous form; and

  WHEREAS, EPCO Carbon Dioxide Products, Inc. ("EPCO") will be manufacturing
liquid CO2 at a CO2 Liquefaction Plant to be constructed by EPCO on premises 
leased or owned by EPCO in York, Nebraska; and

  WHEREAS, EPCO desires to purchase Raw CO-2 gas from SELLER; and

  WHEREAS, SELLER desires to sell such CO-2 gas on the terms and conditions
  set forth in this agreement;

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

  1.  Definitions:

    (a)  EPCO CO2 Plant - The CO2 Liquefaction Plant to be constructed by EPCO
in York, Nebraska;
  
    (b)   SELLER'S Facility - The ethanol production facility and related 
operations located on the premises of SELLER in York, 
Nebraska which produces as a by-product quantities of CO-2 in 
gas form;

    (c)  Contract year - shall mean a twelve (12) month period beginning on
 the first day of the first month after the EPCO CO2 Plant begins 
producing food grade liquid CO2, and every year thereafter 
for succeeding periods of twelve (12) months.


<PAGE>


    (d)  Matchpoint - The flange or other point on the necessary services and
process facility conduits into and out of the EPCO CO2 Plant Site and shown
on Exhibit A.  Installation costs on the EPCO CO2 Plant side of the Matchpoint
shall be borne by EPCO. Installation costs on the SELLER'S Facility side of
the Matchpoint will be borne by SELLER.  EPCO will fund the costs for SELLER's
improvements and will recover those costs in the form of deductions from the
funds due to SELLER from the first product sales.  Unless agreed otherwise,
this Matchpoint shall be located as near as practicable to the boundary of
the EPCO CO2 Plant Site.

    (e)  SELLER'S Facility Site - That parcel of land constituting the entire
premises upon which the SELLER'S Facility in York, Nebraska 
is located, all as more particularly set out and described on 
Exhibit B, attached hereto and made a part hereof.

    (f)  EPCO CO2 Plant Site - a parcel of land designated by EPCO on which its
CO-2 Plant Site is located all as more particularly set out 
and described on Exhibit B, attached hereto and made a part 
hereof.

  2.  Term: The primary term of this agreement shall begin on the first day of
operation of the EPCO CO-2 Plant and shall end on the last day of 
the tenth contract year thereafter. Provided, however, that this 
agreement shall automatically renew for additional term(s) of 5 
years each until either SELLER or EPCO provides written 
notification of termination to the other at least six months prior 
to the end of the primary or any renewal term. Should SELLER during 
the initial term of this contract, or any extension thereto, file a 
voluntary petition under any chapter of the United States 
Bankruptcy code, or if a petition in Bankruptcy or under any 
debtors relief law shall be filed against SELLER, or if SELLER 
becomes insolvent, or if proceedings are begun by or against SELLER 
seeking the appointment of a receiver, or if SELLER should cease 
operations for a period of more than thirty consecutive days, 
except for events of Force Majeure, then EPCO shall have the right 
to terminate this agreement and retain all money owed by it to 
SELLER.

    
  3.  Quantity and Price: SELLER agrees to supply to EPCO at the Matchpoint at
6 p.s.i.g. at least 200 tons of CO-2 gas per day.  The price for 
such CO2 shall be $7.00 per short ton.

  4.  Take or Pay Minimum: EPCO agrees to Take or Pay ("Take or Pay") for, 
whether taken or not, a minimum of 70% of 200 short tons, or 140 
short tons per day, of CO2 during each six month period of this 
contract.  EPCO's obligation to Take or Pay shall abate in the 
event of force majeure or cessation of operation of SELLER'S 
facility.


<PAGE>


  5.  Measurement:  The quantity of CO2 gas purchased by EPCO shall be measured
by the number of tons of liquid CO-2 produced by EPCO's plant, 
determined on certified truck and rail scales located on the EPCO 
Plant Site.  Title to and risk of loss of CO2 gas shall pass from 
SELLER to EPCO at the Matchpoint, as defined herein, but the 
quantity of CO-2 sold and purchased shall nonetheless be measured 
on the truck and rail scales stated above.  EPCO will furnish 
certified Bills of Lading to SELLER, omitting the customer names 
and addresses, which shall establish the billable tons of product 
used by EPCO.  EPCO shall not vent CO2 gas, and shall maximize 
recovery of condensation gas.  EPCO shall keep a record of daily 
production, and of each individual shipment, a copy of which shall 
be given to SELLER on a daily basis.  SELLER shall have the right 
to an independent audit of production and shipment information at 
SELLER's sole expense.  SELLER is hereby granted a security 
interest in EPCO's inventory of all finished product prior to sale, 
to secure any amounts due SELLER.  SELLER shall be entitled to 
purchase up to 10 tons of finished CO2 liquid product per day 
during the term of this agreement for $26.50 per ton utilized. High 
Plains will be furnished copies of any product quality tests 
performed by EPCO.

  6.  Payment and Terms: SELLER shall bill EPCO monthly for the Tons of Product
shipped from the EPCO Facility. EPCO shall pay net thirty (30) days 
from billing date. 

  7.  Force Majeure: Neither party shall be liable for failure to perform or 
for delay in performing this Agreement, where such failure or delay 
is occasioned by events constituting force majeure, and the parties 
shall use all reasonable efforts to minimize the duration of any 
event of force majeure. For purposes of this agreement force 
majeure shall include the following: (a) fire, explosion, strike, 
lock-out, labor dispute, casualty, accident or mechanical 
failure(s); (b) lack or failure in whole or in part of 
transportation facilities; (c) storm, flood or drought;  (d) acts 
of God or of the public enemy, war, riots, police action, or civil 
commotion.  The party asserting that an event of force majeure has 
occurred shall send the other party notice thereof by cable, 
telecopy or telex no later than three (3) days after the beginning 
of such claimed event setting forth a description of the event of 
force majeure, an estimate of its effect upon the party's ability 
to perform its obligations under this Agreement and the duration 
thereof.  The notice shall be supplemented by such other 
information or documentation as the party receiving the notice may 
reasonably request.  As soon as possible after the cessation of any 
event of force majeure, the party which asserted such event shall 
give the other party written notice of such cessation.  Whenever 
possible, each party shall give the other party notice of any 
threatened or impending event of force majeure, and the parties 
shall use all reasonable efforts to minimize the duration of any 
event of force majeure.

    In the event of force majeure affecting SELLER, EPCO shall have the right
to the first 200 tons of CO2 per day produced by the SELLER'S 
Plant.


<PAGE>


    It is agreed that if the SELLER'S Facility or EPCO's Plant is destroyed by
some force beyond their control, they shall not be required to 
rebuild their facility and this Agreement will be terminated 
without penalty.

  8.     Confidentiality and Non-Competition: The parties hereby acknowledge 
that in the course of engaging in the sale and purchase of CO-2 gas 
at the York, Nebraska location, each will have access to 
Confidential Information which includes but is not limited to each 
other's business, the identity of customers, the quantity of liquid 
CO-2 used by such customers, shipping records, pricing, customer 
lists, production methods, technical and non-technical data, 
formulae, patterns, compilations, programs, devices, methods, 
techniques, drawings, processes, financial data, information 
regarding actual and potential customers of each party and actual 
and potential suppliers of each party.  The parties agree that all 
such Confidential Information shall be kept secret and 
confidential.

    The parties further acknowledge that violation of the provisions of this 
Section shall constitute irreparable injury and shall entitle the 
non-violating party to temporary preliminary and/or permanent 
injunctive relief, in addition to any other remedy at law or in 
equity.

  9.   Insurance: Prior to construction of the CO-2 Liquefaction Plant EPCO 
shall furnish SELLER Certificates of Insurance with thirty days 
notice of cancellation and/or change in coverage clause as evidence 
of the following coverages:

      1.  Worker's Compensation as prescribed by law and Employer's Liability
Insurance with a limit of not less than $1,000,000 per 
person and $1,000,000 per accident;

      2.  Comprehensive Public Liability and Automobile Liability, including
broad form contractual liability provision to cover any liability assumed by
EPCO under this Contract, with a combined single limit of $5,000,000 Property
Damage and Bodily Injury;

      3.  SELLER shall be named as an additional insured on these policies of
insurance.


  10.  Assignment:  Subject to the terms and conditions set forth herein, no
assignment by the parties of all or part of its rights and 
obligations shall be made without the consent of the non-assigning 
party, which consent shall not be unreasonably withheld. 
Notwithstanding the foregoing, in the event the SELLER sells its 
Facility in York, Nebraska EPCO may, at its sole option, terminate 
this agreement without any penalty. 


<PAGE>



  11.  Entire Agreement: The entire Agreement is contained herein and there
are no oral promises, representations, or other warranties affecting 
it. No amendment or modifications of any of the terms and 
provisions of this Agreement shall be binding upon either SELLER or 
EPCO unless the same be expressed in writing and signed by both 
parties.

  12.  Miscellaneous:  This Agreement and the agreements referred to herein 
comprise the entire agreement between the parties relating to the 
subject matter hereof and there are no agreements, understandings, 
conditions, warranties or representations concerning the subject 
matter hereof which are not set forth or referred to herein.  
Headings are for reference only, and do not affect the meaning of 
any paragraph.  Any provision of this Agreement which is prohibited 
or unenforceable in any jurisdiction shall, as to such 
jurisdiction, be ineffective to the extent of such prohibition or 
unenforceability without invalidating the remaining provisions 
hereof, and any such prohibition or unenforceability in any 
jurisdiction shall not invalidate or render unenforceable such 
provision in any other jurisdiction. The failure of either party to 
require strict compliance with any of the terms and conditions of 
this agreement in any one situation shall not constitute a waiver 
of any of the terms and conditions of this agreement.

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

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

    To EPCO:    EPCO Carbon Dioxide Products, Inc.
                1500 Lamy Lane
                Monroe, Louisiana  71201
                Telephone: (318) 361-0870
                FAX: (318) 361-0047

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


<PAGE>


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



                                        EPCO CARBON DIOXIDE PRODUCTS, INC.



                                        By: /s/Eric P. Wiesemann
                                            President


Attest: /s/Emmett W. Averett



                                       HIGH PLAINS CORPORATION



                                       By: /s/Christopher G. Standlee


                                       Title: Vice President
           

Attest: /s/H.T. Ritchie