**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 EastKansas Agri-Energy, LLC.  Below is ourunderstanding 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 taxreturns including schedules K-1 for each member, Kansas Franchise tax returnand the Kansas annual report.  It is ourunderstanding all adjustments will be made and the books closed prior to ourbeginning the preparation of the tax returns; and we will provide all memberinformation in electronic format.  Wehave an excel spreadsheet we will provide East Kansas Agri-Energy, LLC tofacilitate 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 andtraining credit calculations and preparation of schedules and attachments forEast Kansas Agri-Energy, LLC and each member. East Kansas Agri-Energy, LLC is required to file a schedule K-59with the Kansas partnership tax return and to provide the information to eachmember to allow them to complete a schedule K-59 to be filed with theirKansas tax return.  Our experience hasbeen members have fewer problems completing their tax return if the partnershipprovides them their schedule K-59.

 

The first year will require an application as well as the relatedschedules for East Kansas Agri-Energy, LLC and all members.  Subsequent years 2 and 3, the relatedschedules for EKAE and all members are required but an application should notbe 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 forEast Kansas Agri-Energy, LLC and each member.

 

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| Initial and each subsequent year |   | $ | 3,000 |   |
|----------------------------------|--------|---|-------|--------|

 

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, and willbe payable within 30 days of presentation.

 

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 of 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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