Exhibit 10.13

                              MANAGEMENT AGREEMENT

THIS MANAGEMENT  AGREEMENT  ("Agreement")  is made and entered into this the 1st
day of August 2005 between Agribiofuels,  LLC,  ("Agribiofuels") a Texas Limited
Liability Company and Imperial Petroleum Recovery Corporation ("IPRC"), a Nevada
Corporation, and any subsidiaries.

                                   WITNESSETH:

     WHEREAS,  Agribiofuels is in the business of providing biodiesel product to
the energy industry;

WHEREAS,  Agribiofuels  desires to have access to the services and technology of
IPRC;

WHEREAS,  IPRC has the ability to provide  certain general  business,  financial
consultation  and advice and management  services to  Agribiofuels in connection
with the  operation of its business  and to provide  technology  and training in
operating Microwave Separation  Technology (MST) in the manufacture of biodiesel
product;

NOW, THEREFORE, in consideration of the promises and the mutual covenants of the
parties  hereto and other good and valuable  consideration  paid and received by
each of the parties to this Agreement,  the receipt and sufficiency of which are
hereby acknowledged, the parties hereby agree as follows:


SECTION 1. ENGAGEMENT

     Agribiofuels   hereby  engages  IPRC  as  an  independent   contractor  and
consultant to provide general  business  consultation  and advice and management
services to Agribiofuels  and its  subsidiaries in connection with the operation
of their respective businesses.

SECTION 2. MANAGEMENT SERVICES

     IPRC through its members and/or employees,  shall provide Agribiofuels with
management   services  as  specified  in  section  six  of  the  Regulations  of
Agribiofuels,  LLC and other  management  services not there listed which may be
required from time to time for the effective conduct of Agribiofuels'  business.
In addition,  IPRC shall recruit,  retain and train all employees  necessary for
the operation of Agribiofuels, LLC's biodiesel production facility.

SECTION 3. MICROWAVE SEPARATION TECHNOLOGY LICENSE AND SERVICES

     IPRC hereby grants to Agribiofuels a license to use its MST technology (and
any improvements to such technology developed by Agribiofuels employees) for the
production,  use and sale of biodiesel for the duration of this  contract.  Such
license is  exclusively  for the production of biodiesel and may not be used for
any other  process or project.  This license is not  transferable.  This license


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expires at the same time as this  contract.  IPRC shall  provide  technical  and
training services for the use of MST in Agribiofuels' biodiesel production.  For
the  purposes  of  this  agreement,  "MST"  shall  mean a  microwave  separation
technology unit and centrifuge,  along with its associated  control hardware and
software  for  the  production  of  biodiesel  as  described  in U.S.  Patent  #
5,914,014, # 6,077,400 and # 6,086,830.

SECTION 4. MANAGEMENT AND MST FEES

     Commencing on the date hereof (the "Effective  Date"),  Agribiofuels  shall
pay IPRC a management  fee, in  consideration  of the services  rendered by IPRC
pursuant to Section 2 above. Such fee will be due and payable on the 15th day of
each month.  Once the biodiesel  facility is operational,  Agribiofuels will pay
IPRC the greater of a throughput fee per gallon of biodiesel  produced or pay an
amount equal to ____________.

     In addition,  Agribiofuels  agrees to use the MST in the biodiesel process.
Once an MST is  deployed,  the  minimum  parking fee per MST is  $_________  per
month. Once the biodiesel  facility is operational,  Agribiofuels  agrees to pay
IPRC per MST the  greater  of  $________  or a  throughput  charge of $ ____ per
gallon of biodiesel produced.


SECTION 5. TERM OF AGREEMENT

     The  term of this  Agreement  shall  be for a period  of  three  (3)  years
commencing on the Effective Date. Renewals will be made 30 days prior to the end
of the Agreement and be for a term of an additional three (3) years if agreed by
both parties.


SECTION 6. TERMINATION

     IPRC may terminate this agreement if Agribiofuels fails to make any payment
due to IPRC.  IPRC shall provide  Agribiofuels  written notice of any delinquent
payment and twenty (20) days after the date of said notice to pay the delinquent
amount.

SECTION 7. NOTICES

7.1  Manner of Notice.  All notices,  statements  or other  documents  which any
party shall be required or shall desire to give to the others hereunder shall be
in writing  and shall be given by the parties  hereto  only as  follows:  (a) by
personal delivery, (b) by addressing it as indicated below, and by depositing it
certified mail.  Postage prepaid,  in the U.S. mail, first class (airmail if the
address is outside of the country in which such notice is deposited),  or (c) by
addressing  it as  indicated  below,  and by  delivering  it toll  prepaid  to a
telegraph, cable company or courier service (e.g., Federal Express).

7.2  Delivery of Notice. Addresses. If so delivered, mailed, telegraphed, cabled
or couriered,  each such notice,  statement or other document  shall,  except as
herein  expressly  provided,  be  conclusively  deemed to have been  given  when
personally delivered, or on the third business day after the date of mailing, or


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on the date of delivery to a telegraph or cable company or on the first business
day after  delivery to a courier  service,  as the case may be. The addresses of
the parties shall be those of which the other parties actually  receives written
notice pursuant to this Section 7 and until further notice are:


                  IPRC
                  1970 South Starpoint Drive
                  Houston, TX  77032

                  Agribiofuels, LLC



SECTION 8. MISCELLANEOUS

8.1  Entire Agreement;  Amendments. This agreement contains all of the terms and
conditions  agreed upon by the  parties  hereto in  connection  with the subject
matter hereof. This Agreement may not be amended,  modified or changed except by
written instrument signed by all of the parties hereto.

8.2  Assignment;  Successors.  This  Agreement  shall not be assigned and is not
assignable by any party without the prior written consent of each of the parties
hereto;  provided,  however, that IPRC may assign,  without the prior consent of
Agribiofuels,  its rights and  obligations  under this  Agreement  to any of its
affiliates  controlled  by IPRC and provided  further,  that IPRC may assign the
right to receive any payment hereunder to any other person or entity. Subject to
the preceding  sentence,  this  Agreement  shall insure to the benefit of and be
binding upon the parties hereto and respective permitted successors and assigns.

8.3  Captions. All captions and headings are inserted for the convenience of the
parties,  and  shall  not be used  in any  way to  modify,  limit,  construe  or
otherwise affect this Agreement.

8.4  Governing  Law.  This  Agreement  shall be  governed  by and  construed  in
accordance  with the  internal  domestic  laws of the  State  of  Texas  without
reference to the choice of law principles thereof.

8.5  Attorney's  Fees.  If any legal  action is  brought  concerning  any matter
relating  to  this  Agreement,  or by  reason  of any  breach  of any  covenant,
condition  or  agreement  referred  to herein,  the  prevailing  party  shall be
entitled  to have and  recover  from the other party to the action all costs and
expenses of suit, including attorney's fees.

8.6  Severability:  If any term,  provision or  condition  of this  Agreement is
determined  by a court  or  other  judicial  or  administrative  tribunal  to be
illegal, void or otherwise ineffective to herein, the prevailing party shall not
be affected thereby and shall remain in full force and effect.


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8.7  Interpretation.  In the event of a dispute hereunder,  this Agreement shall
be interpreted in accordance  with its fair meaning and shall not be interpreted
for or against any party hereto on the ground that such party  drafted or caused
to be drafted this Agreement or any part hereof.

8.8  Indemnity.  The  parties of this  Agreement  shall  indemnify  and hold one
another and their respective officers, directors, employees and agents, harmless
from any and all loss, cost,  liability and damage  (including  attorneys' fees)
arising  out of or be  connected  with,  any  act  performed  or  omitted  to be
performed or omitted to be performed under this agreement,  provided such act or
omission was taken in good faith, and in the event of criminal proceedings, that
the indemnity had no  reasonable  cause to believe his conduct was unlawful.  An
adverse  judgment or plea of "nolo"  contender  shall not,  of itself,  create a
presumption  that  the  indemnity  did  not  act in god  faith  or  that  he had
reasonable  cause to believe  his  conduct was  unlawful.  Expenses  incurred in
defending  a civil  or  criminal  action  shall be paid by the  indemnitor  upon
receipt of an undertaking by or behalf of the indemnity to pay such amount if it
be later shown that such person was not entitled to indemnification.

IN WITNESS WHEREOF,  the parties hereto have caused this Management Agreement to
be duly executed as of the first above written.


                     IMPERIAL PETROLEUM RECOVERY CORPORATION


                                         By:  signed copy on file

                                         Name: Alan B. Springer

                                         Title: Chairman/CEO


                                AGRIBIOFUELS, LLC

                                         By:  signed copy on file

                                         Name: James W. Hammond

                                         Title: Manager