MIDWEST GRAIN PRODUCTS INC
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>9
<FILENAME>ex10s.txt
<TEXT>
                                                                   Exhibit 10(s)

                                 LEASE AGREEMENT

THIS LEASE  AGREEMENT  ("Lease  Agreement")  is made this 16th day of  December,
1993,  by and  between  MIDWEST  GRAIN  PRODUCTS,  INC.,  a  Kansas  corporation
("Lessor"),  and CILCORP  DEVELOPMENT  SERVICES  INC.,  an Illinois  corporation
("Lessee"), for the lease of a certain portion of Lessor's premises.

                                   WITNESSETH:

     WHEREAS,  Lessor owns  certain  property  located on South Front  Street in
Pekin,  Illinois  (the  "Premises"),  which is more  particularly  described  on
Exhibit A attached hereto and incorporated herein; and

     WHEREAS, Lessor operates a processing plant on the Premises; and

     WHEREAS, Lessor and Lessee have entered into a Steam Heat Service Agreement
dated  December 16, 1993 (the "Steam Heat Service  Agreement")  which  provides,
among other things,  for Lessee to construct a Boiler Plant ("the Boiler Plant")
on the Premises to provide steam heat to Lessor's plant; and

     WHEREAS,  Lessor,  Lessee and Lessee's  affiliate,  Central  Illinois Light
Company ("CILCO"), have entered into a Cogeneration Agreement dated December 16,
1993 (the  "Cogeneration  Agreement"),  which  gives CILCO the right to install,
operate and maintain  electric  generating  equipment  (the  "Facility")  on the
Premises; and

     WHEREAS,  Lessor  desires  to lease  to  Lessee a  certain  portion  of the
Premises  upon which the Boiler  Plant and the  Facility  are to be located (the
"Leased Site"),  which Leased Site is more particularly  described  hereinafter,
and to grant such other rights to Lessee and CILCO as are  necessary  for Lessee
and CILCO to perform their respective  obligations  under the Steam Heat Service
Agreement and the Cogeneration Agreement (collectively, the "Agreements").

     NOW, THEREFORE,  in consideration of the promises and the mutual covenants,
conditions  and  agreements  contained  herein and for other  good and  valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties, each intending to be legally bound, hereby agree as follows:

     1. LEASE OF SITE.  Lessor  hereby  leases the  Leased  Site to Lessee,  and
hereby grants, bargains and conveys to Lessee, any easements,  rights-of-way and
rights of ingress and egress  over,  under,  across and through the Premises and
the Leased Site which Lessee and its  affiliate  CILCO may at any time  require,
for the purpose of  performing  any one or more of the  activities  contemplated
herein  and in the  Agreements,  provided,  that  the  use  of  such  easements,
right-of-way and rights shall not  unreasonably  interfere with the operation of
Lessor's  processing plant on the Premises.  Lessor hereby agrees to execute and
record such  documents  as may be  reasonably  requested  by Lessee and CILCO to
evidence such easements, rights-of-way, and rights of ingress an egress.

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     2. TERM.

     (a) The initial term of this Lease  Agreement shall begin on the date first
set forth above and shall continue until the fifteenth  anniversary of the Steam
Commencement Date described in the Steam Heat Service Agreement.  When the Steam
Commencement  Date is determined  pursuant to the Steam Heat Service  Agreement,
the date shall be set forth in a document which shall be designated Exhibit B to
this Lease Agreement,  signed by the parties hereto,  and thereby made a part of
this Lease Agreement.

     (b) On or about the twelfth anniversary of the Steam Commencement Date, the
Lessor and Lessee  shall enter into  negotiations  to extend both the Steam Heat
Service  Agreement  and the  Lease  Agreement.  No  later  than  the  thirteenth
anniversary  of the Steam  Commencement  Date,  Lessor  shall  notify  Lessee in
writing that it will either: (i) terminate the Lease Agreement at the end of the
initial term of this Lease Agreement and pay Lessee and CILCO an amount equal to
the book value of the  Boiler  Plant and the  Facility  (including  all  capital
investments made in machinery, equipment, structures, foundations, buildings and
other items  located on the Leased Site for the  purpose of the  performing  the
Agreements) plus the cost of removing such property of Lessee and CILCO from the
Leased Site and  restoring  the Leased Site to a clear and level  condition,  or
(ii)  extend  the  Lease  Agreement  to enable  CILCO to  continue  to  generate
electricity  on the site for an  additional  nineteen  years  beyond the lease's
initial fifteen year period.

If Lessor does not notify Lessee of its intention by the thirteenth  anniversary
of the Steam  Commencement  Date,  Lessor shall be deemed to have chosen  option
(ii).  As used  herein,  "book  value" shall have the same meaning such term has
under generally accepted  accounting  principles,  after deducting straight line
depreciation  over the life of the property or thirty-four  years,  whichever is
less.

     (c) Within one year after  expiration of this Lease  Agreement or extension
thereof,  Lessee shall remove from the Leased Site all improvements,  machinery,
equipment,  structures,  buildings and other items placed  thereon by Lessee and
CILCO,  and Lessee shall,  upon the request of MWG, restore the Leased Site to a
clear and level condition.

     3.  DESCRIPTION OF LEASED SITE.  The Leased Site consists of  three-fourths
(0.75) of an acre, more or less, of the Premises.  The Boiler Plant and Facility
shall be  constructed  on the Leased Site.  The Legal  description of the Leased
Site is as set forth in Exhibit A.

     4. CONSIDERATION.  Lessee shall pay to Lessor, as rent for use of the Lease
Site during the term of this Lease Agreement,  the sum of One Dollar ($1.00) per
annum, payable in advance at the execution of this Lease Agreement, and annually
thereafter  on the  anniversary  date of such  execution  so long as this  Lease
Agreement shall be in effect.

     5. WARRANTIES AND REPRESENTATIONS OF LESSOR.

     (a) Warranty of Authority:  Lessor  warrants and represents  that Lessor is
duly authorized to enter into this Lease  Agreement and perform  Lessor's duties
and obligations hereunder. Lessor

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<PAGE>

further warrants and represents that there are no conditions, rights, easements,
liens, covenants or restrictions,  whether of record or otherwise, nor are there
any zoning, building or other land use restrictions,  regarding the Leased Site,
which  would  prohibit  Lessor or CILCO from  entering  upon the Leased Site and
performing  their  respective   obligations   under  the  Agreements,   or  wold
unreasonably  interfere  with  the  activities  contemplated  herein  and in the
Agreements.  Lessor,  at  its  own  expense,  will  order  a  preliminary  title
commitment  from Chicago  Title & Trust  Company,  showing all matters of record
involving the Leased Site and the Premises.

     (b)  Warranty  of Fitness for Purpose  and  Environmental  Matters.  Lessor
warrants and  represents  that the Leased Site which is the subject hereof is in
good  condition  and is fit  for the  purposes  contemplated  herein  and in the
Agreements. Furthermore, the Lessor hereby warrants and represents to the Lessee
that:

          (i)  the  Lessor  is not now  nor  has it  been  in  violation  of any
     judgment,  decree,  order, law, license,  rule or regulation  pertaining to
     environmental matters, including,  without limitation,  those arising under
     the Resource Conservation and Recovery Act, the Comprehensive Environmental
     Response, Compensation and Liability Act of 1980 as amended ("CERCLA"), the
     Superfund  Amendments  and  Reauthorization  Act of 1986, the Federal Water
     Pollution  Control  Act,  the Toxic  Substances  Control  Act, or any other
     federal,  state or local statute,  regulation,  ordinance,  order or decree
     relating  to  health,   safety  or  the   environment   (hereinafter,   the
     "Environmental Laws");

          (ii) the Lessor has not received,  nor does it contemplate  receiving,
     notice  that it has been  identified  by the  United  States  Environmental
     Protection  Agency as a  potentially  responsible  party under  CERCLA with
     respect to the Leased Site being  listed on the  National  Priorities  List
     under  the   Environmental   Laws;  nor  does  it   contemplate   receiving
     notification,  that any hazardous  waste,  as defined by the  Environmental
     Laws  ("Hazardous  Waste") or any toxic or hazardous  substance,  hazardous
     materials,  oil, or other  chemicals or substances  regulated or defined by
     any  Environmental  Laws  ("Hazardous  Substances")  have been found at the
     Leased  Site by a federal,  state or local  agency  which is  conducting  a
     remedial  investigation or other action pursuant to any Environmental Laws;
     and

          (iii) that a) no portion of the Leased  Site has been used or is being
     used for the handling,  processing,  storage or disposal of Hazardous Waste
     of  Hazardous  Substances  and no  underground  tank or  other  underground
     storage  receptacle for Hazardous  Waste or Hazardous  Substances was or is
     located on the Leased Site; b) neither the Lessor nor others have generated
     nor are generating  nor have permitted to be generated any Hazardous  Waste
     or  Hazardous  Substances  on the  Leased  Site;  and c) there have been no
     releases,  including,  without  limitation,  any past or present releasing,
     spilling,  leaking,  pumping,  pouring,  emitting,  emptying,  discharging,
     injecting,  escaping, leaching, disposing or dumping, or Hazardous Waste of
     Hazardous  Substances

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<PAGE>

     by the Lessor or others  including  prior occupants or other third parties,
     on, upon, or into the Leased Site. In addition, to the best of the Lessor's
     knowledge,  there have been no such  releases  on,  upon,  or into any real
     property in the vicinity of any of the real properties of the Lessor which,
     through soil or groundwater  contamination,  may have come to be located on
     the Leased Site.

     (c) Warranty of Quiet Enjoyment: Lessor warrants and represents that, as of
the date of  execution of this Lease  Agreement,  Lessor has good right and full
and marketable  title, in fee simple,  to the Premises and the Leased Site, with
full right to lease the Leased Site to Lessee for the purpose and uses stated in
this Lease and the  Agreements  and Lessee,  upon  complying  with and  properly
performing all covenants and conditions of this Lease Agreement upon its part to
be performed,  shall have and quietly enjoy the Leased Site for the full Term of
this Lease Agreement. Lessor warrants and represents that it will take no action
to prevent  Lessee from having quiet and peaceable  possession  and enjoyment of
the Leased Site during the Term of the Lease Agreement.

     (d) Warranty Regarding Liens: Lessor warrants and represents to Lessee that
the leasehold estate granted to Lessee by this Lease Agreement will be free from
all liens, encumbrances,  claims, penalties, restrictions and obligations of any
nature  whatsoever  as of the date of the  execution  hereof,  and that Lessor's
title to the Leased Site is free and clear, and will remain free and clear, from
all liens, encumbrances,  claims, penalties, restrictions and obligations except
those set forth on Exhibit C hereto.  Lessor warrants and represents that during
the Term of this  Lease,  Lessor  will not take any action  having the effect of
altering  Lessor's  title  to the  Site as  warranted  and  represented  in this
Section.

     (e)  Indemnity:  It is  expressly  understood  and agreed to by the parties
hereto that Lessee,  in executing this Lease  Agreement,  does so in reliance on
the foregoing and representations, and that the breach, falsity or invalidity of
any one of them shall,  at  Lessee's  option,  be deemed a total  breach of this
Lease  Agreement  unless  corrected or rectified  within  thirty (30) days after
written notice thereof to Lessor.  Lessor agrees to defend,  protect,  indemnify
and save harmless Lessee and its affiliate CILCO,  and their  respective  agents
and employees, of and from any loss, claim, damage,  liability, cost or expense,
including attorney's fees, arising out of the existence of any substance located
on the  Leased  Site or the  Premises  on or prior to the date  first  set forth
above, or arising out of the breach, falsity or invalidity of any one or more of
the  warranties and  representations  contained in this Section and elsewhere in
this  Lease   Agreement,   which  indemnity  Lessor  agrees  shall  survive  any
termination of this Lease Agreement.

     6. ENCUMBRANCES.  During the Term of this Lease, Lessor shall not encumber,
in any manner whatsoever,  all or any portion of Lessor's interest in this Lease
or Lessor's  fee  interest  in the land  constituting  the Leased  Site  without
Lessee's  prior  written  consent,  which  consent  shall  not  be  unreasonably
withheld.



                                       4
<PAGE>

     7. FURTHER ASSURANCES.  If either Lessee or Lessor reasonably determines or
is  reasonably  advised  that any further  instruments  or any other  things are
necessary or desirable to carry out the terms of this Lease Agreement, including
any documents  necessary for Lessee or CILCO to obtain construction or permanent
project  financing  for the  construction  and  operation of the Boiler Plant or
Facility,  the other party will  execute and  deliver all such  instruments  and
assurances  and do all things  reasonably  necessary and proper to carry out the
terms of this Lease Agreement.

     8. GENERAL  LIABILITIES.  Lessee has obtained general  liability  insurance
(not less than  $1,000,000  per person or  $2,000,000  per  accident  for bodily
injury or death;  $1,000,000  for property  damage)  against losses caused by or
originating  out of this  Lease,  and  further  Lessee  shall  maintain  Workers
Compensation insurance in no less than statutory provided limits.

     9.  DEFAULT.   In  the  event  of  default  hereunder  by  any  party,  the
non-defaulting  party  may  exercise  any  and all  remedies  that  -------  are
available to it at law or in equity.

     10.  RECORDING.  This Lease Agreement,  or a Memorandum of Lease reflecting
the terms and  conditions of this Lease  Agreement,  may,  --------- at Lessee's
discretion,  be recorded at any time upon or  following  execution of this Lease
Agreement.  Lessee shall pay all costs of recording,  including recording taxes,
if any.

     11.  REAL  PROPERTY  TAXES  AND  OTHER  MATTERS.  All  property  taxes  and
assessments  levied or assessed  against  the Leased  Site and the  improvements
thereon by a governmental  authority,  including any special assessments imposed
on or against said Leased Site for the  construction  or  improvement  of public
works in, on, or about said  Leased  Site,  shall be paid,  before  they  become
delinquent,  by Lessor.  If Lessor shall fail to pay any taxes or assessments by
their due dates,  or shall fail to keep current all payments due on mortgages or
other encumbrances,  Lessee may perform any act or make any payment which Lessee
deems  necessary  for the  preservation  of the  Lease  Agreement  and  Lessee's
interest therein, and may cure any and all defaults of Lessor in making payments
with respect to the Leased Site and the Premises.

All sums so paid or incurred by Lessee,  together  with  interest at ten percent
(10%) per annum,  and any reasonable legal fees incurred by Lessee in connection
therewith shall be payable to Lessee by Lessor on demand. The performance of any
act or payment by Lessee, as aforesaid,  shall not be deemed a waiver or release
of any obligation or default on the part of Lessor.

     12. UTILITIES.  Lessor,  at its expense,  shall provide the Lease Site with
connections to its well water system,  fire protection  system,  storm water and
sewer system and electric  system as well as the city water  system.  The actual
hookup of the Leased Site to each system shall be at Lessee's expense.

     13. STORM WATER; PLANT WASTES.

          (a) Lessee  shall be allowed to discharge  runoff water into  Lessor's
     existing storm water system.

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<PAGE>

          (b) Lessee shall have the right to discharge boiler blowdown and other
     plant wastes into Lessor's waste water  treatment  system,  provided Lessor
     can accept the plant wastes under Lessor's waste water treatment permits.

     14. OWNERSHIP OF PROPERTY. All machinery, equipment,  structures, fixtures,
and other  improvements  and items  placed  upon the Leased Site by Lessee or by
CILCO  shall at all times be and remain the  respective  property  of Lessee and
CILCO,  and may be removed  by Lessee or CILCO,  as the case may be, at any time
and from time to time,  up to and including  one year after the  termination  of
this Lease Agreement. This paragraph shall not be construed to relieve Lessee of
its obligations under the Steam Heat Service Agreement.

     15.  CONSTRUCTION  STORAGE.  Lessor  grants  Lessee and CILCO the right and
license to store equipment,  material,  machinery and tools  temporarily  during
initial construction of the Boiler Plant and Facility on the off-site area noted
in Exhibit D. Lessor  grants  Lessee and CILCO  unrestricted  access to and from
this area during the construction period.

     16.  ASSIGNMENT.  This Lease  Agreement  shall not be  assignable by either
party hereto  without the prior  written  consent of the other party,  provided,
however,  in conjunction with any assignment of the Steam Heat Service Agreement
to CILCO,  Lessee may  assign its  interest  in this  Lease  Agreement  to CILCO
without the consent of Lessor,  and in the event of  re-assignment  of the Steam
Heat  Service  Agreement  to  Lessee  by  CILCO,  this  Lease  Agreement  may be
re-assigned to Lessee without Lessor's consent. Any assignment which may be made
hereunder  without Lessor's consent shall release the assignor of all duties and
obligations under this Lease Agreement for the period after the assignment.

     17.  SUCCESSORS AND ASSIGNS.  All of the terms and provisions of this Lease
Agreement,  and the parties' respective rights and obligations hereunder,  shall
be  binding  upon and  inure to the  benefit  of the  parties  hereto  and their
respective successors and permitted assigns.

     18.  INTEGRATION  AND  AMENDMENT.  The  exhibits  attached  to  this  Lease
Agreement  are a part of this Lease  Agreement.  The  Agreements  and this Lease
Agreement constitute the entire agreement of the parties and may not be modified
except by written  instrument  signed by the  parties in interest at the time of
the modification.

     19. NOTICES. Except as provided herein to the contrary, any notice or other
communication  required  or  permitted  under this Lease  Agreement  shall be in
writing,  and shall be deemed to have been given when actually  delivered,  when
received  by  telephone   facsimile   (provided  such  receipt  is  verified  by
telephone),  or when deposited in the United States mail,  postage prepaid,  for
mailing by certified or registered mail, return receipt requested,  addressed as
follows:

     If to Lessor:   Midwest Grain Products, Inc.
                     South Front Street
                     P.O. Box 1069
                     Pekin, IL 61554



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<PAGE>

     If to Lessee:   CILICORP Development Services Inc.
                     300 Hamilton Boulevard
                     Suite 300
                     Peoria, IL 61602

Or to such other  person or address as the party  entitled to notice may specify
from time to time in a notice duly given as provided herein.

     20.  SEVERABILITY.  If any provision of the Lease Agreement is in violation
of any law or regulation,  this Lease Agreement shall be interpreted by striking
the  provision or provisions  which  violates  said law or  regulation,  and the
remainder of the Lease  Agreement  shall be  enforceable  as though the stricken
provision or provisions did not exist.

     21. COVENANTS TO RUN WITH LAND AND SECURITY. The parties hereto intent that
each and every  covenant  contained  herein shall be appurtenant to and run with
the land  generally  described and  discussed  herein as the Leased Site and the
Premises, and all obligations of Lessor shall be secured thereby.

     22.  GOVERNING LAW. This Lease  Agreement  shall be governed by the laws of
the State of Illinois.

     23. VENUE. The venue for any judicial action regarding this Lease Agreement
shall be Tazewell County, Illinois.

     IN WITNESS WHEREOF,  the parties hereto have caused this Lease Agreement to
be executed by their duly authorized  officers as of the date first  hereinabove
written.

                                        MIDWEST GRAIN PRODUCTS, INC.

                                        By:      /s/ Ladd M. Seaberg
                                        Name:    Ladd M. Seaberg
                                        Title:   President and CEO
                                        Witness: /s/ Brian T. Cahill

                                        CILICORP DEVELOPMENT SERVICES, INC.

                                        By:      /S/ Lawrence H. Haynes
                                        Name:    Lawrence H. Haynes
                                        Title:   President
                                        Witness: /s/ illegible signature



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<PAGE>
EXHIBIT A:  LEGAL DESCRIPTION OF THE PREMISES AND LEASED SITE

EXHIBIT B:  STEAM COMMENCEMENT DATE [reserved]

EXHIBIT C:  ENCUMBRANCES

EXHIBIT D:  AREA FOR CONSTRUCTION STORAGE

                                       8
<PAGE>

STATE OF ILLINOIS               )
_________                       )  SS
COUNTY OF TAZEWELL              )

     I, the  undersigned,  a Notary  Public in and for said  County in the State
aforesaid,  DO HEREBY CERTIFY that Ladd M. Seaberg  personally known to me to be
the President and CEO of MIDWEST GRAIN PRODUCTS, INC. and personally known to me
to be the same person  whose name is  subscribed  to the  foregoing  instrument,
appeared before me this day in person,  and acknowledged  that as such delivered
the said instrument as such , pursuant to authority granted by such corporation,
and as the free and voluntary act of said corporation, for the uses and purposes
therein set forth.

     Given under my hand and official  Notarial  Seal this 16th day of December,
1993.

                                        /s/ Margaret E. Simpson
[SEAL]                                      Notary Public



STATE OF ILLINOIS               )
                                )  SS
COUNTY OF TAZEWELL              )

     I, the  undersigned,  a Notary  Public in and for said  County in the State
aforesaid,  DO HEREBY CERTIFY that Lawrence H. Haynes  personally known to me to
be the President of CILCORP DEVELOPMENT SERVICES INC. and personally known to me
to be the same person  whose name is  subscribed  to the  foregoing  instrument,
appeared before me this day in person,  and acknowledged  that as such delivered
the said instrument as such , pursuant to authority granted by such corporation,
and as the free and voluntary act of said corporation, for the uses and purposes
therein set forth.

     Given under my hand and official  Notarial  Seal this 16th day of December,
1993.

                                        /s/ Wilma E. Ward
                                            Notary Public

[SEAL]

                                       9

</TEXT>
</DOCUMENT>
