**Exhibit10.35**

[EKAE Letterhead]

December 13, 2006

UBE Services

Attention: Ron Hansen, President

2868 North Ridge Road

Wichita, KS  67205-1039

**RE:****                            TERMINATIONOF MANAGEMENT AGREEMENT BETWEEN EAST KANSAS AGRI-ENERGY, LLC AND UBE SERVICES,LLC (SUCCESSOR TO UNITED BIO ENERGY MANAGEMENT, LLC)**

Dear Mr. Hansen:

This letteragreement is sent to confirm our conversations of December 12, 2006 in which weagreed upon the essential terms for the termination of that certain ManagementAgreement dated as of November 12, 2004 (the “Management Agreement”) betweenEast Kansas Agri-Energy, LLC (“EKAE”) and UBE Services, LLC, successorto United Bio Energy Management, LLC (“UBE Services”) ahead of itsscheduled termination date.

EKAE and UBE Services now agree to terminate the Management Agreementon the following terms:

·                  Terminationof Management Agreement. Notwithstanding any other provision in the Management Agreement, theManagement Agreement shall terminate in its entirety as of December 31, 2006(the “Termination Date”) and the provisions of the Management Agreementwill be of no further force and effect other than the provisions of Paragraph14 (Proprietary Information) of the Management Agreement.  Accordingly, as of the Termination Date bothparties are released from all any and all further obligations under theManagement Agreement except for those certain provisions of Paragraph 14 of theManagement Agreement.

·                  AmountsDue under Management Agreement.  Notwithstanding any provision contained herein tothe contrary, EKAE shall pay all Management Fees and Incentive Bonuses due toUBE Services under Paragraphs 8 and 9 of the Management Agreement for services rendered to EKAE pursuant to theManagement Agreement through the Termination Date.

·                  MutualRelease.  Except as specificallyprovided herein, upon the Termination Date each party irrevocably releases theother party and its affiliates and representatives, in full, from any and allclaims, losses, expenses, and damages, of any kind or nature, now known orhereafter arising in contract, tort or otherwise, as to or under the ManagementAgreement.

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Hansen,Page 2

March 29, 2007

·                  Participation in the UBE Plant Manager and GroupBuying Programs.  Commencing as of the Termination Date andcontinuing for a term of one (1) year, the plant manager employed by EKAE shallhave to right to participate in the UBE Plant Manager Program and EKAE shallhave the right to participate in the UBE Group Buying Program.   In exchange for this right to participate inthe UBE Plant Manager and Group Buying Programs, EKAE shall pay $10,000per month to UBE Services for twelve (12) months following the TerminationDate.  The first monthly installmentshall be due and payable on January 1, 2007 and each successive monthlyinstallment shall be due and payable on the same day of each month thereafterduring such twelve (12) month period. The terms of EKAE’s continued involvement in the UBE Plant Manager and Group Buying Programs after expiration ofthe initial one (1) year term shall be subject to renegotiation and suchrenegotiation shall occur during the ninety (90) days prior to the expirationof the then current term.

·                  Definitions/ContractTerms.  All capitalized terms used inthis Agreement which are not defined in this Agreement shall have the meaninggiven to such terms in the Management Agreement.

·                  Scope of Agreement.  Theparties expressly acknowledge and agree that this Agreement shall not effectthose certain separate service agreements between EKAE and certainaffiliates of UBE Services (i.e., United Bio Energy Trading, LLC, United BioEnergy Ingredients, LLC, and Provista Renewable Fuels Marketing, LLC, formerlyknown as United Bio Energy Fuels, LLC).

·                  Miscellaneous.  This letter agreement is binding upon andbenefits the parties and their successors and assigns.  It represents the entire understanding andagreement between the parties with respect to the subject matter hereof andwill not be modified except in a writing signed by both parties.  If any provision is invalid or unenforceable,the remaining provisions will not be affected. No omission or delay by a party in enforcing its rights shall constitutea waiver.  This letter agreement may beexecuted in counterparts, and shall be jointly and severally enforceableagainst each signatory upon execution.

If you agree thatthis letter accurately sets forth the terms of the termination of theManagement Agreement, please countersign sign both enclosed originals andreturn one executed original to me in the enclosed envelope.  You may retain the other original for yourfiles.  Thank you.
|        |   | Sincerely,                   |
|--------|--------|------------------------------|
|   |   |                         |
|   |   | /s/ William R. Pracht        |
|   |   |                         |
|   |   | William R. Pracht            |
|   |   | Chairman, President and CEO  |
|   |   | East Kansas Agri-Energy, LLC |

 

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Hansen,Page 2

March 29, 2007

** **

**AGREED TOAND ACCEPTED:**

UBE Services, LLC(Successor to United Bio Energy Management, LLC)

 

/s/ UBE Services, LLC

By: /s/ illegible

Its: VP

Date: 1/3/07

 

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