**Exhibit 10.5**

 

[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 EastKansas Agri-Energy, LLC.  Below is ourunderstanding of the services we are proposing to provide.

 

**Assist in Monthly and Quarterly Financial Reporting:**

 

We will provide accounting assistance to East Kansas Agri-Energy, LLCstaff and management, our services will include:

 

•                  Assistance withinventory valuation and costing

•                  Assistance withBalance Sheet account reconciliations

•                  Assistance withpreparation of monthly financial statements

•                  Assist withmaintenance of fixed asset living and depreciation schedule

•                  Comparison andanalysis of actual results to budget

•                  Review loancovenants compared to actual results

 

We do not anticipate our services including the following:

 

•                  Reconciliationof bank accounts

•                  Maintenance ofthe accounts receivable ledgers

•                  Maintenance ofthe accounts payable ledgers

•                  Maintenance ofinventory transaction register

•                  Other items of asimilar nature

 

The items excluded above are those activities that must be accountedfor on a daily basis as required for cash management, grain procurement andplant operating efficiency purposes.

 

Our fees will be based on our standard hourly rates which we estimateto be $2,500 a month, plus out of pocket expenses.  It is reasonable to expect the fees to bemore the first couple of months due to plant start-up and several accountingand costing measures that must be setup.

 

The parties agree that if an unanticipated need arises (such as, butnot limited to, an audit by a taxing agency, or any other service notanticipated in this agreement by the parties), Kennedy and Coe, LLC herebyagrees to perform this additional work at a mutually agreed upon price *before the service is provided*.  This service will be billed separately, andwill be payable within 30 days of presentation.

 

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If you agree that the above adequately sets forth your understanding ofour mutual responsibilities please authorize this Agreement and return it toour office.  A copy is provided for yourrecords.

 

We would like to take this opportunity to express our appreciation forthe 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 |   |
|                   |                              |  |  |  |  |  |

 

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