**Exhibit 10.35****Equity Grant Agreement**     This Equity Grant Agreement (“Agreement”) is entered into this 8th ofSeptember, 2006 by and between Red Trail Energy, LLC, a North Dakota limited liability company (the“Company”), and Mickey Miller (the “Grantee”).     WHEREAS Grantee is employed by Greenway Consulting LLC (“Greenway”) and is providing servicesto Red Trail pursuant to a Management Agreement between Red Trail and Greenway; and     WHEREAS, as part of its effort to benefit the Company and its members, the Company wishes toprovide Grantee with long-term incentives in the form of a contingent grant of membership units ofthe Company (the “Units”) as of the date upon which Grantee formally began working in the role ofGeneral Manger for the Company (the “Effective Date”).     NOW,THEREFORE, in consideration of the mutual promises set forth herein, Company and Granteeagree as follows:     1. Greenway Consent. Because Grantee is employed by Greenway Consulting LLC(“Greenway”) and is providing services pursuant to a Management Agreement between Red Trail andGreenway, this Agreement is expressly conditioned upon Grantee providing Red Trail with writtenconfirmation from an authorized Greenway representative other than himself that Greenway consentsto this Agreement and acknowledges that the Agreement does not entitle Greenway to any compensationor other remuneration that is not set forth in its Management Agreement with Red Trail. A form ofwritten consent for Greenway is attached hereto as Exhibit “A.”     2. Number of Units. Subject to the terms and conditions set forth herein, Grantee iseligible to receive an award of 150,000 Units.     3. Award Schedule. Provided Grantee continuously (i) remains in good standing withthe Company and continues to provide management services to Company commensurate with the type ofservice provided by a General Manager or CEO of an ethanol plant, (ii) has met and continues tomeet all of Grantee’s obligations with respect to the Company pursuant to any agreement under whichGrantee provides management services to the Company, and (iii) is in full compliance with the termsand conditions of this Agreement and any other agreements between Grantee and the Company by whichGrantee is bound, the Award shall be granted to Grantee in the installments set forth below.Grantee’s eligibility to receive each grant contemplated in this Section 3 is expresslyconditioned upon receipt of any prior available grant hereunder. If for any reason Grantee doesnot qualify to receive a particular grant or grants as contemplated herein, the Company expresslyreserves the right to change the installment allocations, decrease the aggregate amount of theAward and/or elect to not make the Award at all, in its sole discretion. All Units grantedhereunder shall be fully vested as of the date of the award.
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 (a) Within a reasonable period of time following the third anniversary of theEffective Date, Grantee will receive an award of 15,000 Units.  (b) Within a reasonable period of time following the fourth anniversary of theEffective Date, Grantee will receive an award of 15,000 Units.  (c) Within a reasonable period of time following the fifth anniversary of theEffective Date, Grantee will receive an award of 15,000 Units.  (d) Within a reasonable period of time following the sixth anniversary of theEffective Date, Grantee will receive an award of 15,000 Units.  (e) Within a reasonable period of time following the seventh anniversary of theEffective Date, Grantee will receive an award of 15,000 Units.  (f) Within a reasonable period of time following the eighth anniversary of theEffective Date, Grantee will receive an award of 15,000 Units.  (g) Within a reasonable period of time following the ninth anniversary of theEffective Date, Grantee will receive an award of 15,000 Units.  (h) Within a reasonable period of time following the tenth anniversary of the EffectiveDate, Grantee will receive an award of 45,000 Units.     4. Change of Control. The Units referenced in paragraph 2 will vest immediately in theevent of a Change of Control. For purposes of this paragraph 4, “Change of Control” shall mean asale of all or substantially all of the assets of Red Trail; the event of a merger, exchange,reorganization of Red Trail with or into any other entity; or the occurrence of any transactionrequiring member approval for a transaction involving Red Trail, such as a sale of all orsubstantially all of Red Trail’s assets     5. Grantee’s Representations and Warranties. This Agreement is made with Grantee inreliance upon his representations and warranties to the Company as set forth herein, which by hisacceptance of this Agreement he confirms.     (a) The Units are or will be acquired for investment for an indefinite period for Grantee’sown account, not as a nominee or agent, and not with a view to the sale or distribution of any partthereof, and Grantee has no present intention of selling, granting participation in, or otherwisedistributing the same. By executing this Agreement, Grantee further represents that he does nothave any contract, undertaking., agreement or arrangement with any person to sell, transfer, orgrant participations, to such person or to any third person, with respect to any of the Units.     (b) Grantee understands that the Units have not been registered under the Securities Act of1933, as amended (the “Act”), on the grounds that the transactions provided for in this Agreementare exempt from the registration requirements of the Act, and that the Company’s reliance on suchexemption is predicated on Grantee’s representations set forth herein.
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     (c) Grantee acknowledges that he understands that any sale of the securities that might bemade by Grantee in reliance upon Rule 144 under the Act may be made only in limited amounts inaccordance with the terms and conditions of that rule and that Grantee may not be able to sell theUnits at the time or in the amount Grantee so desires. Grantee is familiar with Rule 144 andunderstands that the Units constitute “restricted securities” within the meaning of that Rule.     (d) In connection with the investment representations made herein Grantee represents that heis able to fend for himself in the transactions contemplated by this Agreement, has such knowledgeand experience in financial and business matters as to be capable of evaluating the merits andrisks of his investment, has the ability to bear the economic risks of his investment and has beenfurnished with and has had access to such information as he has requested and deem appropriate tohis investment decision.     (e) Grantee agrees that in no event will he make a disposition of any of the Units unless anduntil (a) he has notified the Company of the proposed disposition and has furnished the Companywith a statement of the circumstances surrounding the proposed disposition, and (b) he hasfurnished the Company with an opinion of counsel satisfactory to the Company to the effect that (i)such disposition will not require registration of such Units under the Act, or (ii) thatappropriate action necessary for compliance with the Act has been taken, or (c) the Company shallhave waived, expressly and in writing, its rights under clauses (a) and (b) of this subparagraph.In addition, prior to any disposition of any of the Units the Company may require the transferee orassignee to provide investment representations in writing and in a form acceptable to the Company.     (f) The Company shall not be required (i) to transfer on its books any Units of the Companywhich shall have been sold or transferred in violation of any of the provisions set forth in thisAgreement, or (ii) to treat as owner of such Units or to accord the right to vote as such owner orto pay dividends to any transferee to whom such Units shall have been so transferred.     (g) All certificates, if any, representing any Units of the Company subject to the provisionsof this Agreement shall have endorsed thereon the following legends:     (i)THE TRANSFERABILITY OF THE UNITS REPRESENTED BY THIS CERTIFICATE ISRESTRICTED. SUCH UNITS MAY NOT BE SOLD, ASSIGNED, OR TRANSFERRED, NOR WILL ANYASSIGNEE, VENDEE, TRANSFEREE, OR ENDORSEE THEREOF BE RECOGNIZED AS HAVING ACQUIREDANY SUCH UNITS FOR ANY PURPOSES, UNLESS AND TO THE EXTENT SUCH SALE, TRANSFER,HYPOTHECATION OR ASSIGNMENT IS PERMITTED BY, AND IS COMPLETED IN STRICT ACCORDANCEWITH, THE APPLICABLE STATE AND FEDERAL LAW AND THE TERMS AND CONDITIONS SET FORTH INTHE MEMBER CONTROL AGREEMENT.
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     (ii) THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, OFFERREDFOR SALE, OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION UNDER THESECURITIES ACT OF 1933, AS AMENDED, AND UNDER APPLICABLE STATE SECURITIES LAWS, ORAN OPIIONN OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH TRANSACTION IS EXEMPTFROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED AND UNDER APPLICABLESTATE SECURITIES LAWS.     (iii) Any legend required to be placed thereon by applicable state laws.     6. Working Relationship not Guaranteed. Grantee acknowledges that he does not have awritten contract of employment with the Company and that he is employed by another entity thatprovides services to the Company pursuant to a Management Agreement. Neither this Agreement,nor any Award constitutes a representation or guarantee that Grantee will continue working in therole of General Manager or any other role that may be assigned to him under the ManagementAgreement between Greenway and Red Trail, or in any other capacity. Grantee agrees andacknowledges that neither this Agreement, nor any Award hereunder, are subject to any provision ofsuch Management Agreement and, any provision of such Management Agreement notwithstanding, anyrights under this Agreement or the Award do not survive termination or interruption of Granteeproviding General Manager, or the equivalent, services to the Company except as otherwisecontemplated herein.     7. Responsibility for Payment of Taxes. Grantee acknowledges that he is responsiblefor the payment of any tax liability that he may incur as a result of any Award.     8. Member Control Agreement. Concurrent with Grantee’s receipt of any Unitshereunder, he shall be required to execute the Member Control Agreement in effect between theMembers of Red Trail at the time Grantee receives any Units hereunder. unless he is currently aMember.     9. Confidentiality/Non-Disclosure. Grantee acknowledges that during the course of hisworking relationship with the Company, he may become aware of trade secrets, know-how and otherconfidential business and technical information that is not generally known to the public,including, but not limited to, information on the Company’s business plans,products, manufacturing methods and processes, and/or services, organization,finance, staffing, compensation, research and development, or marketing, as well as informationthe Company may receive from others under an obligation of confidentiality (the “ConfidentialInformation”). Grantee agrees to (i) hold Confidential Information in confidence and trust, (ii)use Confidential Information only in the performance of his duties for the Company and for no otherpurpose at any other lime, and (iii) use all reasonable precautions to ensure that ConfidentialInformation is not disclosed to any unauthorized persons or used in an unauthorized manner bothduring and after his work with the Company.     10. Non-solicitation of Red Trail Employees. During the term of this Agreement anduntil the date that is one (1) year after Grantee ceases providing management services to theCompany for any reason, Grantee agrees and acknowledges that he shall not, whethervoluntarily
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or involuntarily, directly or indirectly, solicit, induce, attempt to solicit or induce,recruit, encourage, attempt to take away, or attempt to hire any employee of the Company orcause an employee to leave his or her employment with the Company, either for Grantee or forany other entity or person.     11. Modification of Agreement. No provision of this Agreement may be modified,waived, or discharged unless such modification, waiver, or discharge is agreed to in writing andsigned by the Company and Grantee.     12. Governing Law. This Agreement shall be governed by, construed and enforced inaccordance with the laws of the State of North Dakota without giving effect to the conflict oflaw principles thereof.     13. Severability. The provisions of this Agreement shall be deemed severable andthe invalidity or unenforceability of any provision shall not affect the validity orenforceability of the other provisions hereof.     14. Entire Agreement. This Agreement represents the entire agreement betweenGrantee and the Company with respect to the subject matter hereof and supersedes any and allprior agreements and understandings with respect to such subject matter.         Grantee   Red Trail Energy, LLC             /s/ Mickey Miller Mickey Miller   By: /s/ William Price William Price, Vice President  
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EXHIBIT AGREENWAY CONSULTING LLC CONSENT TO EQUITY AGREEMENT     Greenway Consulting LLC (“Greenway”) has received a copy of the Equity Agreement betweenMickey Miller and Red Trail Energy LLC (“Red Trail”) and hereby consents to said Agreement.Greenway further acknowledges that neither the Equity Agreement, nor any award of membership unitsthereunder, are subject to any provision of the Management Agreement between it and Red Trail datedDecember 17, 2003; and the Equity Agreement does not entitle Greenway to any compensation or otherremuneration that is not set forth in its Management Agreement with Red Trail.         Greenway Consulting, LLC           By: /s/ Gerald Bachmeier            Name: Gerald Bachmeier            Its: Chief Manager   
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