Exhibit 10.4


 


[Kennedy and Coe, LLC Logo]


 


May 17, 2005


 


East Kansas Agri-Energy, LLC


Board of Directors


210 1⁄2 East 4th, P.O. Box 225


Garnett, Kansas 66032


 


We appreciate the opportunity to propose to be of service to East
Kansas Agri-Energy, LLC.  Below is our
understanding of the services we are proposing to provide.


 


Preparation of Federal and Kansas Income Tax Returns:


 


We will prepare the 2005 federal and Kansas partnership income tax
returns including schedules K-1 for each member, Kansas Franchise tax return
and the Kansas annual report.  It is our
understanding all adjustments will be made and the books closed prior to our
beginning the preparation of the tax returns; and we will provide all member
information in electronic format.  We
have an excel spreadsheet we will provide East Kansas Agri-Energy, LLC to
facilitate this process.


 


	
  Our fees for preparation of the federal and Kansas partnership
  returns

  	
  $

  	
  13,500

  	
   

  
	
  Preparation of federal and Kansas K-1’s if number of members exceeds
  650

  	
  $

  	
  20 per K-1

  	
   

  



 


ADDITIONAL SERVICE OFFERINGS


 


Kansas Income Tax Credits


 


We will prepare the Investment Credit Application, investment and
training credit calculations and preparation of schedules and attachments for
East Kansas Agri-Energy, LLC and each member. 
East Kansas Agri-Energy, LLC is required to file a schedule K-59
with the Kansas partnership tax return and to provide the information to each
member to allow them to complete a schedule K-59 to be filed with their
Kansas tax return.  Our experience has
been members have fewer problems completing their tax return if the partnership
provides them their schedule K-59.


 


The first year will require an application as well as the related
schedules for East Kansas Agri-Energy, LLC and all members.  Subsequent years 2 and 3, the related
schedules for EKAE and all members are required but an application should not
be required.


 




	
  Initial year, based on 650 members

  	
   

  	
  $

  	
  25,000

  	
   

  
	
  Year 2, based on 650 members

  	
   

  	
  $

  	
  15,000

  	
   

  
	
  Year 3, based on 650 members

  	
   

  	
  $

  	
  15,000

  	
   

  






 


We will prepare the Kansas Employment Credit Forms and schedules for
East Kansas Agri-Energy, LLC and each member.


 





















 




	
  Initial and each subsequent year

  	
   

  	
  $

  	
  3,000

  	
   

  






 


The parties agree that if an unanticipated need arises (such as, but
not limited to, an audit by a taxing agency, or any other service not
anticipated in this agreement by the parties), Kennedy and Coe, LLC hereby
agrees to perform this additional work at a mutually agreed upon price before the service is provided.  This service will be billed separately, and will
be payable within 30 days of presentation.


 


If you agree that the above adequately sets forth your understanding of
our mutual responsibilities, please authorize this Agreement and return it to
our office.  A copy of provided for your
records.


 


We would like to take this opportunity to express our appreciation for
the opportunity to serve you.


 


	
  Very truly yours,

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ David H. Burger

  	
   

  	
   

  
	
   

  	
  David H. Burger, Member

  	
   

  
	
   

  	
  Kennedy and Coe, LLC

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ William R. Pracht

  	
   

  	
  Date:

  	
  6-13-05

  	
   

  
	
   

  	
  Board Member

  	
   

  
	
   

  	
  East Kansas Agri-Energy, LLC