**Exhibit 10.28**

 
| STATE  OF KANSAS}                                                                                                                                                                                         |                | [SEAL: REGISTER OF DEEDS]                                 |
|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|---------------------|-----------------------------------------------------------|
| ANDERSON  COUNTY} S.S.                             Fee $20.00 |                |                                                      |
| This  Instrument was filed for Record on this 27th day of                                                                                                                                                 |                | Entered  in Transfer Record in my office this 27th day of |
| Dec. A.D.  2005 at 2:55 P.M. and duly Recorded Book 164 of                                                                                                                                      | December 2005  |
| Deeds  on Page 88                                                                                                                                                                                    | /s/Phyllis  Gettler |                                                      |
|                                                                                                                                                                                                      |                | /s/ Sandra J. Baugher                                     |   |   |   | County  Clerk |
|                                                                                                                                                                                                      | REGISTER OF DEEDS   |                                                      |   |   |
|                                                                                                                                                                                                      | By             | /s/ Connie S. Prine                                  |  Deputy |   |   |   |
|                                                                                                                                                                                                           |                     |                                                           |  |  |  |  |  |  |  |

 

**WARRANTY DEED**

 

**THIS WARRANTY DEED**, made as of December 20, 2005, by and between. **EAST KANSAS AGRI-ENERGY, L.L.C.,** a Kansas limited liabilitycompany duly organized and existing udder the laws of the State of Kansas, andhaving its principal place of business at 210 1⁄2 East 4th Avenue, Garnett,Kansas, party of the first part, and the **CITY OF GARNETT, KANSAS**,a municipal corporation duly organized and existing under the laws of the Stateof Kansas, and having its principal place of business at 131 W. 5th Avenue,Garnett Kansas 66032, party of the second part.

 

**WITNESSETH: THAT SAID PARTY OF THE FIRST PART**, in consideration of the sum of **TEN DOLLARS** ($10.00) and other good and valuableconsideration, the receipt of which is hereby acknowledged, does by thesepresents **WARRANT AND CONVEY**, unto the party ofthe second part, its municipal successors and assigns, all of the followingdescribed **REAL ESTATE** situated in the County ofJohnson and State of Kansas, to-wit:

 

Seeattached Exhibit A.

 

**SUBJECT, HOWEVER TO THE FOLLOWING PERMITTED ENCUMBRANCES**: as of any particular time (a) liensfor ad valorem taxes and special assessments not then delinquent, (b) theFuture Advance Mortgage in favor of Home Federal Savings Bank, as lender,recorded in Book 210 MTG at Page 10, as supplemented and amended, (c) theTrust Indenture dated as of December 1, 2005, by and between the party ofthe first part and Security Bank of Kansas City, as trustee, (d) theLease Agreement dated as of December 1, 2005, by and between the party ofthe first part and the party of the second part, (e) utility, accessand other easements and rights-of-way, mineral rights, restrictions, exceptionsand encumbrances that will not materially interfere with or impair theoperations being conducted on the Project Site (as defined in the LeaseAgreement) or easements granted to the City, (f) such minor defects,irregularities, encumbrances, easements, mechanic’s liens, rights-of-way andclouds on title as normally exist with respect to properties similar incharacter to the Project (as defined in the Trust Indenture) and as do not inthe aggregate materially impair the property affected thereby for the purposefor which it was acquired or is held by the City, (g) any other lien,encumbrance, lease, easements, restrictions or covenants consented to by theOwner of 100% of the aggregate maximum principal amount of the Bonds (asdefined in the Trust Indenture), and (h) all other exceptions contained onSchedules BI and II to Title Commitment No. NCS-194717 issued by FirstAmerican Title Insurance Company, Effective Date: October 24, 2005.

 

**TO HAVE AND TO HOLD THE SAME**, together with all and singular the tenements, hereditaments andappurtenances thereunto belonging or in anywise appertaining forever, and thesaid party of the first, for itself, its successors and assigns, does herebycovenant, promise and 

 

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agree,to and with said party of the second part, that at the delivery of thesepresents, it is lawfully seized in its own right of an absolute andindefeasible estate of inheritance, in fee simple, of and in all and singularthe above granted and described premises, with the appurtenances; that the sameare free, clear, discharged and unencumbered of and from all former and othergrants, titles, charges, estates, judgments, taxes, assessments andencumbrances, of what nature and kind soever, except as above stated, and thatit will **WARRANT** and **FOREVERDEFEND** the same unto said party of the second part, its municipalsuccessors and assigns, against said party of the first part, its successorsand assigns, and all and every person or persons whomsoever, lawfully claimingor to claim the same, except as above stated.

 

**THIS CONVEYANCE IS FOR THE PURPOSE OF SECURING A DEBT OR OTHEROBLIGATION AND IS EXEMPT FROM THE REQUIREMENTS OF A SALES VALIDATIONQUESTIONNAIRE PURSUANT TO K.S.A. 79-1437e(2)**

 

[Remainder of page intentionally blank.]

 

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INWITNESS WHEREOF, the said party of the first part has hereunto caused thisDeed to be signed on its behalf by its Chairman and President, thereunto dulyauthorized so to do.

 
| ** ** | **EAST  KANSAS AGRI-ENERGY, L.L.C.** |
|------------|--------------------------------------|
| ** ** | ** **                           |
|       | By:                                  | /s/  William R. Pracht |   |
|       |                                 | William R. Pracht |
|       |                                 | Chairman and President |

 

**ACKNOWLEDGMENT**

 
| STATE  OF KANSAS    | )      |
|---------------------|--------|
|                | )  SS. |
| COUNTY  OF ANDERSON | )      |

 

BEIT REMEMBERED, that on this 20th day of December 2005, before me theundersigned, a Notary Public in and for the County and State aforesaid, cameWilliam R. Pracht, Chairman and President of East Kansas Agri-Energy, L.L.C., aKansas limited liability company, who is personally known to me to be suchMember, and who is personally known to me to be the same person who executed,as such Member, the within instrument.

 

INWITNESS WHEREOF, I have hereunto set my hand and affixed my official seal, theday and year last above written.

 
|   | /s/  Carol Foltz |   |
|--------|------------------|--------|
|   | Notary  Public   |

 
| [SEAL]  [CAROL FOLTZ                 | ] |
|-------------------------------------------|---|
|   [My Appt. Expires 10-31-2007] |

 

Mycommission expires 10-31-2007

 

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EXHIBIT A

 

Tract1:

Allof Lots One (1), Two (2), Three (3) and Four (4), except the West 450 feetof said Lot Two (2) and Lot Three (3), in the Golden Prairie IndustrialPark Addition to the City of Garnett, Anderson County, Kansas.

 

Astrip of land described as the South 50 feet of the West 450 feet of Lot Two(2), in the Golden Prairie Industrial Park Addition to the City of Garnett,Anderson County, Kansas;

 

togetherwith the southern half of vacated NE 1700 Road abutting the northern boundaryof the land described above.

 

Tract2:

Beginningat a 1/2” rebar at the Southwest corner of the Southeast Quarter (SE/4) of Section Thirty(30), Township Twenty (20) South, Range Twenty (20) East of the Sixth PrincipalMeridian, THENCE North 02°14’48” West for a distance of 925.52 feet to a 1/2”rebar on the West line of said Southeast Quarter (SE/4), THENCE South 68°39’56”East for a distance of 896.17 feet to a 1/2” rebar; THENCE South 74°03’04” Eastfor a distance of 428.02 feet to a 1/2” rebar; THENCE South 02°14’48” East fora distance of 444.00 feet to a 1/2” rebar on the South line of said SoutheastQuarter (SE/4); THENCE South 88°15’01” West for a distance of 1228.00 feetalong said South line to the point of beginning;

 

togetherwith the northern half of vacated NE 1700 Road abutting the southerly boundaryof the land described above.

 

Tract3:

LotFive (5) and Lot Six-A (6-A), less the North 100 feet of said Lot Six-A(6-A), in Golden Prairie Industrial Park Addition to the City of Garnett,Anderson County, Kansas.

 

Tract4:

Grantof Easement and Right of Way dated April 5, 2005 recorded April 7,2005 in Book 77, of MCL, page 59, in the office of the Register of Deeds,Anderson County, Kansas, covering the following property:

 

Commencingat a 1/2” rebar at the Southeast Comer of the Southwest Quarter of Section 30,Township 20 South, Range 20 East of the Sixth Principal Meridian, City ofGarnett, Anderson County, Kansas; THENCE North 02 degrees 14 minutes 48 secondsWest for a distance of 798.23 feet along the East line of said Southwest Quarter;THENCE North 70 degrees 59 minutes 38 seconds West for a distance of 51.33 feetto the East line of the Rail Road Depot as described in Deed Book 16, Page 605the POINT OF BEGINNING; THENCE North 70 degrees 59 minutes 38 seconds West fora distance of 301.01 feet to the West line of said Rail Road Depot; THENCEnorth 12 degrees 22 minutes 55 seconds East for a distance of 60.40 feet alongsaid West line; THENCE South 70 degrees 59 minutes 38 seconds East for adistance of 305.09 feet to the East line of said Rail Road Depot; THENCE South16 degrees 15 minutes 12 seconds West for a distance of 60.06 feet to the POINTTHE BEGINNING. Together with and subject to covenants, easements, andrestrictions of record. Said property contains 18182.9 square feet more or lessin Anderson County, Kansas, as shown on survey by Taylor Design Group, P.A.,dated March, 2005.

 

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