EXHIBIT(d)(2)
                                Confidentiality

                                      and

                            Non-Disclosure Agreement

This Agreement is signed on August 30, 2001 by and between Abengoa, S.A., a
corporation duly organised and existing under the laws of the Kingdom of Spain
whose registered office is at Av. Buhaira, n(degrees)2, Seville, Spain,
together with its officers, directors, employees, affiliates and
representatives (hereinafter referred as to "Abengoa"), represented by Joaquin
Alarcon de la Lastra Romero, and High Plains Corporation, a corporation duly
organised and existing under the laws of Kansas (USA), with registered office
at 200 W. Douglas, Suite 820, Wichita, Kansas, USA, together with its officers,
directors, employees, affiliates and representatives (hereinafter referred to
as "High Plains"), represented by Gary R. Smith.

Hereinafter together referred as to the Parties,

                                    Recitals

Whereas     High Plains is a Company duly organised and existing in USA, which
            main activities are production and marketing of ethanol and related
            products.

Whereas     Abengoa is a technological company that provides solutions for the
            Sustainable Development, the Information Society and the Creation
            of Infrastructures,

And

Whereas     The parties are interested in pursuing a potential agreement
            between Abengoa and High Plains regarding either the formation of a
            Joint Venture, or the creation of an investment, financing or
            purchase or transfer of technology between the parties.

   In consideration of the foregoing, it has been agreed as follows:

1.-   The purpose of this Confidentiality and Non-Disclosure Agreement is to
      define the conditions under which any confidential information
      (hereinafter referred as to "Confidential Information") will have to be
      disclosed between the Parties in the view of starting the above mentioned
      analysis process.

2.-   "Confidential Information" means, but is not limited to, plans,
      calculations, concepts, designs sheets, design date, system design,
      computer programs, algorithms, software, firmware, drawings,
      specifications, processes, instructions, research, test procedures and
      results equipment, manuals, identity and description of computerised
      records, customer lists, supplier identity, marketing and sales plans,
      financial information, costs, pricing information and all other concepts,
      ideas and/or documents, involving or reasonably related to the business
      or prospective business of Abengoa and High Plains, and/or any
      information related to the know-how of Abengoa and High Plains received
      by the other Party, written (especially when identified and marked as
      property of Abengoa or High Plains) or orally, provided that promptly
      following the disclosure of such oral information, Abengoa and High
      Plains have confirmed to the other Party in writing the confidential
      nature of the information.

    Such Information will not be treated as confidential if, at the time of
    disclosure by Abengoa or High Plains (the Disclosing Party), it can be
    proved or shown that the Information:

    i)  had been generally available within the public domain, which
        includes in the whole Agreement the professionals operating in the
        business of both Parties, at the time they were disclosed or have
        fallen within the public domain without any breach of this
        Agreement; or


    ii)  had been in possession of the other Party at the very time of
         receipt from the Disclosing Party; or

    iii)  had been developed independently by the other Party before the
          very time of receipt from the Disclosing Party; or

    iv)  had been independently received by the other Party from a third
         party with no obligation to the Disclosing Party with respect
         thereto; or

    v)  is approved or released by prior written authorisation of the
        Disclosing Party.

    vi)  is legally required to be disclosed by judicial or other
         governmental action provided, however, that prompt notice of such
         judicial or other governmental action shall have been given to the
         Disclosing Party and it shall be afforded the opportunity
         (consistent with the legal obligations of both Parties) to exhaust
         all reasonable legal remedies to maintain the proprietary
         information in confidence.

3.-   "Recipient" means the party to whom any kind of Confidential Information,
      as stated hereabove, has been disclosed.

4.-   Both Parties will keep strictly confidential and secret, and shall not
      disclose to any third party without the prior written authorisation of
      the other Party, any of the Confidential Information it has received or
      will received from any of the Parties and protect the Confidential
      Information against use for any purpose other than stated herein, using
      the same degree of care, but no less than a reasonable degree of care, as
      the recipient uses the protect its own Confidential Information of a like
      nature.

    Abengoa and High Plains will each keep the ownership of all their own
    Confidential Information, whether copyrightable or not, whether
    patentable or not, made or conceived, including any of their
    improvements or enhancements such as enumerated hereabove as
    Confidential Information under this Agreement, resulting from the use,
    whatsoever, of Confidential Information. Neither of the Parties will not
    acquire any intellectual property rights under the matter of this
    Agreement.

    Both Parties may disclose the Confidential Information received from any
    of them only to the staff, Board members and temporary employees, agents
    and consultants directly involved in the promotion and development of
    the present analysis process.

5.-   Each Party appoints its respective representative herebelow identified to
      receive all Confidential Information from the other Party under this
      Agreement

    For High Plains:                          For Abengoa:


    Mr. Gary R. Smith                         Mr. Joaquin Alarcon de la Lastra
                                              Romero

    Mr. Christopher G. Standlee
    and/or Mr. Timothy W. Newkirk

    In case of substitution of the person indicated before this should be
    immediately communicated in writing to the other party.

6.-   This Agreement shall not constitute, create, give effect to or otherwise
      imply a joint venture, pooling arrangement, partnership or formal
      business organisation of any kind, nor shall it constitute, create, give
      effect to, or other imply an obligation or commitment on the part of
      either Party to submit a proposal to or perform a contract with the other
      Party.

7.-   None of the Parties or their agents or advisors make any warranty,
      guarantee or representation, either express or implied, with respect to
      any of the proprietary information disclosed hereunder.

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    Neither of the Parties, nor their agents or advisors, will be liable for
    damages, of whatever kind, suffered by the other party as a result of
    any reliance on or use of the information provided hereunder as
    contemplated and authorised by this agreement.

8.-   The provisions of this Agreement shall be enforceable within the entire
      world notwithstanding the existence of any claim or cause of action of
      one Party against the other whether predicated on this Agreement or
      otherwise.

    Should any of the provisions or any portion of this Agreement be void by
    virtue of law or declared unenforceable by any jurisdiction decision,
    the other provisions shall remain in force between the Parties.

    This agreement represents, at the time of its signature, the entire
    understanding of the Parties with respect to the subject matter of this
    Agreement, and may be amended only with the written consent of both
    Parties.

9.-   In case the analysis process is started and subsequently finished for any
      reasons, both Parties commit to send back to the other one all
      Confidential Information received within one month from the date of
      receipt of the notice.

10.-  Each Party hereby is obliged to keep strictly confidential and secret the
      existence of this Agreement and the analysis process if any, and shall
      not disclose to any third party without the prior written authorisation
      of the other Party.

11.-  This Confidentiality and Non-Disclosure Agreement shall remain in force
      for so long as any of the information exchanged remains confidential or
      for a period of ten (10) years from the date hereafter or after the last
      exchanged confidential information between the Parties, whichever time
      period expires first.

12.-  Failure in complying with any of the foregoing provisions of this
      Agreement by one Party, shall constitute a breach of the Contract which
      give right to the other Party to be held harmless and to obtain relief
      against that breach of the foregoing undertakings in addition to any
      other legal or equitable remedies which may be available.

13.-  This Agreement shall be governed by the laws of Kansas, regardless of
      rules regarding conflicts of laws.

14.-  The Recipient acknowledges that it is aware that both, the United States
      securities laws and the Spanish securities laws, prohibit any person who
      has received from an issuer material, non-public information from
      purchasing or selling securities of such issuer or from communicating
      such information to any other person under circumstances in which it is
      reasonably foreseeable that such person is likely to purchase or sell
      such securities. Regardless of whether any securities law or regulation
      would prohibit such a transaction without disclosure, the Recipient
      agrees that unless and until there is public disclosure of this
      contemplated transaction, or for a period of one year from the
      termination of negotiations between the parties, whichever occurs later,
      the Recipient, and its officers, directors, employees, affiliates and
      representatives will not purchase or offer to purchase any securities or
      material assets of the other Party, propose, or make any public
      announcement with respect to, any merger or other combination with the
      other Party or participate in any solicitation of proxies from
      stockholders of the other Party, except pursuant to a transaction
      approved by the Board of Directors of both Parties. The Parties also
      acknowledge that they are aware of the provisions of the Insider Trading
      and Securities Fraud Enforcement Act of 1988 and will take precautions
      adequate to protect the interests of both Parties in that regard.


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    Without the written consent of the Disclosing Party, the Recipient and
    any individuals to whom the Recipient has provided Information shall not
    for a period of two years from the date hereof directly or indirectly
    solicit for employment any employees of the Disclosing Party or any of
    its affiliates who have been introduced to the Recipient through this
    process. However, the Recipient shall not be precluded from advertising
    for employment in publications available to the general public, provided
    such advertisements are not specifically targeted at employees of the
    Disclosing Party; and the Recipient shall not be precluded from hiring
    any the Disclosing Party's employee who contacts the Recipient on his or
    her own initiative.

    The parties agree that any breach of this Agreement may cause immediate
    and irreparable harm, and that monetary damages may be impossible to
    ascertain. The Parties therefore agree that upon any breach or
    threatened breach hereof, the non-breaching party may seek from any
    Court of competent jurisdiction an appropriate temporary restraint
    order, injunction, or other equitable relief.

    Notwithstanding with the above, the Parties will not be liable for any
    consequential or indirect damages coming from the breach of any of the
    clauses here-above stated in this Agreement.

In proof whereof, the Parties have executed this Agreement in the date and
place indicated below.

By and between High Plains                By and between Abengoa

Signed

                                          Signed

           /s/ Gary R. Smith                        /s/ Joaquin Alarcon
Name: _______________________________     Name: _______________________________

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