ADMINISTRATIVE SERVICES AGREEMENT

Exhibit 10.35

ADMINISTRATIVE SERVICES AGREEMENT

      THIS ADMINISTRATIVE SERVICES AGREEMENT (the “Agreement”) is dated and effective as of January 30, 2006 (the “Effective Date”), by and among RSM McGladrey, Inc. (“RSMM”), which is an indirect wholly-owned subsidiary of H&R Block, Inc. (“Block”), and McGladrey & Pullen, LLP (“M&P”).

RECITALS

      WHEREAS, M&P is licensed to hold itself out as a licensed certified public accounting firm in numerous states and jurisdictions; and

      WHEREAS, RSMM has performed certain administrative services under an Administrative Services Agreement dated August 2, 1999 (the “Original Agreement”); and

      WHEREAS, the Original Agreement provided that its term shall end on August 2, 2004, which term was extended to January 30, 2006; and

      WHEREAS, the parties have decided to terminate the Original Agreement as of the Effective Date and execute this Agreement in its place; and

      WHEREAS, M&P desires to continue to focus its effort, energy and expertise generally on the provision of accounting services including Public Accounting Services (as defined below) and certain tax preparation services to clients (the “Business”), and to accomplish this goal, desires to outsource certain administrative functions of the Business to RSMM; and

      WHEREAS, M&P desires to retain the administrative services of RSMM in connection with the provision of certain services and products relating to the Business that do not involve the provision of Public Accounting Services; and

      WHEREAS, M&P and RSMM have agreed upon a fair compensation for the administrative services provided by RSMM hereunder; and

      WHEREAS, the parties also entered into a letter agreement dated August 2, 1999 relating to the mutual provisions of professional services to each other on a subcontract basis; and

      WHEREAS, such letter agreement was of indefinite duration and the parties wish to incorporate its provisions, as revised, into this Agreement.

AGREEMENT

      NOW, THEREFORE, in consideration of the premises and the mutual covenants hereinafter set forth, the parties hereto agree as follows:

1. Obligations of RSMM .

     1.1. Appointment of RSMM; Administrative Services . M&P hereby retains RSMM and RSMM agrees to provide the administrative services described in Schedule 1.1 hereto (collectively, the “Administrative Services”). From time to time RSMM may replace any of its employees or independent contractors (including hiring and firing employees and terminating the relationship with any independent contractors providing the Administrative Services hereunder), and may obtain alternative types or sources of the Administrative Services in RSMM’s reasonable discretion.

     1.2. Records . For purposes of performing records management services for M&P, RSMM shall be granted access to all M&P files. M&P may impose reasonable restrictions on RSMM’s management of client engagement files for Public Accounting Services (as defined below). Such files shall be maintained at RSMM’s and/or M&P’s offices and such offsite storage as may be obtained by RSMM.

     1.3. Limitation on RSMM’s Authority . Administrative Services shall not include, and RSMM shall not at any time or in any manner engage, pursuant to this Agreement, in providing to M&P or any client or customer of M&P, any services which, under applicable state law, constitute the practice of public accounting, or which require registration with the Public Company Accounting Oversight Board (“PCAOB”), such services to be collectively referred to herein as “Public Accounting Services.” If any Administrative Services or acts required or requested of RSMM herein would be reasonably likely to be construed by a court of competent jurisdiction or the applicable state agency, board or other authority charged under the laws of the state with the licensing, registration and/or regulation of public accountants (each a “State Board”) or by the PCAOB to be Public Accounting Services, the requirement or other request to perform that act shall be deemed waived. M&P shall have complete control and supervision over its provision of any Public Accounting Services including, but not limited to (i) the establishment and maintenance of quality assurance policies, (ii) the hiring, training, promotion and termination of professional staff and partners, (iii) the acceptance and continuation of clients, and (iv) the management and supervision of client engagements. Anything in this Agreement to the contrary notwithstanding, although M&P has delegated to RSMM under the terms of this Agreement various ministerial administrative matters, M&P retains the exclusive right, through its own personnel, to manage its own Business (including Public Accounting Services) subject to the surviving terms and conditions of the Asset Purchase Agreement of June 28, 1999 and the Operations Agreement of August 2, 1999 and the Amended and Restated Loan Agreement of even date herewith.

     1.4. Execution of Contracts . RSMM is hereby authorized to execute contracts on behalf of M&P provided that the contracts so executed relate to the provision of Administrative Services, and do not relate to the performance of Public Accounting Services. M&P grants to RSMM a limited and special power of attorney (the “Power of Attorney”) for the execution of contracts (with amounts due and payable thereunder not to exceed Fifty Thousand Dollars ($50,000)). Notwithstanding the foregoing, RSMM may execute contracts (including those exceeding $50,000 in annual expenditures) that benefit both RSMM and M&P and relate to services provided by RSMM under this Agreement. A form of the Power of Attorney is set forth as Exhibit 1.4 hereto. The M&P Board of Directors (the “McGladrey Board”) or Managing

Partner, or his/her or its designees, must authorize contracts with total amounts due and payable thereunder in excess of such amount or which relate to the performance of Public Accounting Services.

2. Term . The term of this Agreement shall commence on the Effective Date and shall end at midnight central time on January 31, 2011 (unless sooner terminated pursuant to Section 9 hereof) (the “Initial Term”), provided that, if not sooner terminated, this Agreement shall continue thereafter from year to year, subject to termination by either party at any time following the Initial Term, with or without cause, upon two hundred ten (210) days prior written notice or as otherwise set forth in Section 9. The Initial Term and any continuation thereafter shall be collectively referred to herein as the “Term.”

3. Shared Expenses and Fee . RSMM and M&P shall agree to jointly share in certain common overhead costs which are necessary operating expenses for the performance of attest, accounting, tax and consulting services (the “Shared Expenses”). Such Shared Expenses may include but are not limited to certain human resources, client service, sales and marketing, lease and occupancy, equipment and technology, and administrative expenses. RSMM and M&P agree that such annual cost sharing arrangement will be allocated based upon budgeted Shared Expenses and an allocation method (the “Allocation Method”) based to the extent feasible and reasonable on actual usage by the respective parties and agreed upon in advance by the President of RSMM and the Board of Directors of M&P. RSMM will be responsible for payment of the Shared Expenses (except those expenses directly related to the practice of Public Accounting Services) and will be reimbursed monthly by M&P for its portion based on the Allocation Method. M&P shall pay RSMM an annual administration fee for all of its Administrative Services equal to 15% of M&P’s share of the budgeted Shared Expenses, payable monthly.

4. Occupancy and Partner Benefits .

     4.1. Occupancy and Notice to Vacate Premises . M&P shall be entitled to occupy all office space from time to time occupied by RSMM. M&P agrees to give RSMM at least 210 days’ prior written notice of its intention to vacate any particular office space then occupied by M&P. RSMM agrees to give M&P at least 210 days’ prior written notice of its intention to vacate any office space at the time occupied by both RSMM and M&P, unless such intent to vacate is due to an office relocation or closing which is generally known. In the event of any termination of this Agreement by either party for any reason, except an M&P default for nonpayment of fees, M&P shall in any case be entitled if it so elects to occupy all office space which it then occupies for 210 days after such termination, subject to having received earlier notice of RSMM’s intention to vacate such space as stated above. In the event M&P occupies such office space after termination of the Administrative Services, the parties shall agree on rent payable during M&P’s continued occupancy, or if they fail to do so, the rent shall be prorated according to the Allocation Method.

     4.2. Partner Benefits . RSMM and M&P agree that certain partner benefits may, if the parties agree, be paid by RSMM and in such case M&P will reimburse RSMM for the payment of those benefits. In such case, RSMM and M&P will agree to the allocation methodology as a part of the annual budgeting process and payment for such benefits will be made monthly by M&P.

     4.3. Independent Identity . M&P shall maintain a separate legal identity and shall observe all legal requirements and customary practices necessary to maintain M&P as a separate and distinct legal entity from any other person or entity. M&P shall also maintain its own business identity, including, without limitation, letterhead and business cards and shall have the right at its option to conduct its own marketing activities. Nothing herein shall prevent M&P from being acquired by or otherwise combining with any other person.

5. Engagement Letters, Billing and Collection of Fees; Accounting .

     5.1. Engagement Letters . M&P will prepare engagement letters in accordance with its policies for services and/or products to be provided by M&P to its clients. The content of such letters shall be solely under the control of M&P and shall be executed only by a partner or employee of M&P.

     5.2. Billing and Collection . As part of the Administrative Services, RSMM shall prepare and mail statements for all services provided by or on behalf of M&P to clients of M&P based upon time records, expense payments and other information provided by M&P to RSMM. M&P shall and shall cause its partners and employers to provide RSMM all records reasonably necessary for billing and collection of accounts pursuant to the provisions of this Section.

     5.3. Accounting . As a part of the Administrative Services, RSMM shall maintain books of account for M&P. In addition, RSMM shall prepare the monthly and annual operational and financial reports for M&P.

6. Mutual Nondisclosure . Neither M&P nor RSMM shall at any time or in any manner, directly or indirectly, use or disclose to any third party any trade secrets or other Confidential Information (defined herein) learned or obtained from the other party hereto as a result of its relationship with the other party hereto or any direct or indirect subsidiary or affiliate (i.e., a person which controls, is controlled by or under common control with a party) of the other party. As used herein, the term “Confidential Information” means information disclosed to or known by one party herein as a consequence of its relationship with the other party hereto (whether before or after the date of this Agreement) and not generally known in the industry in which the parties or any of their direct or indirect subsidiaries or (in the case of information of or about clients of either party) clients is engaged, and that in any way relates to the products, processes, services, inventions (whether patentable or not), formulas, techniques or know-how, including, but not limited to, information relating to distribution systems and methods, research, development, purchasing, accounting, procedures, marketing, customers, vendors, merchandising and selling, of RSMM or M&P or any of their direct or indirect subsidiaries or affiliates, or the clients of either party, and regardless of the format in which it is presented or embodied (written, graphic, electromagnetic or otherwise). The term “Confidential Information,” as used herein, does not include information (a) which was already in the public domain through disclosure by the party or a person owning such Confidential Information or (b) which is disclosed as a matter of right by a third party source after the execution of this Agreement provided such third party source is not bound by confidentiality obligations in favor of the owner of the Confidential Information in question. This Section 6 shall survive the termination of this Agreement. Each party agrees that it will adopt reasonable precautions to guard against unauthorized release or use of Confidential Information, and that it will not use or disclose such Confidential Information in any manner that

will unfairly benefit itself or damage the other party hereto. Each party agrees to return to the other party all such Confidential Information pertaining to the other party upon termination of this Agreement. In lieu of returning all Confidential Information, a party may destroy such Confidential Information provided that the other party hereto has agreed in writing that destruction is acceptable.

7. Administrative Services, Warranties, Disclaimers, Limitations on Liability and Required Notices . RSMM will act diligently and use reasonable care in providing Administrative Services to M&P. M&P and each Partner hereby release and forever discharge RSMM and its affiliates, parents, employees, agents and assigns from any liability in any way connected with this Agreement, except for any liability for intentional torts or gross negligence. RSMM does not warrant the success or results of M&P. RSMM shall not be liable to M&P or any Partner under any circumstances for special, exemplary, punitive or consequential damages relating to the Administrative Services except for intentional torts or gross negligence. Neither M&P nor any Partner shall be liable to RSMM for special, exemplary, punitive or consequential damages relating to this Agreement.

8. Mutual Provision of Professional Services . RSMM and M&P may from time to time request assistance from the other’s professionals and other personnel in meeting the Contractor’s professional service obligations to its clients (the “Professional Services”). The party requesting such assistance and billing the client for the Professional Services rendered is referred to in this Section 8 as the “Contractor”. The party providing the requested Professional Services to on or behalf of the Contractor and billing the Contractor is referred to in this Section 8 as the “Subcontractor”. In no case shall the Administrative Services rendered by RSMM to M&P pursuant to other sections of this Agreement be subject to this Section 8. The Subcontractor may at its sole option and discretion, provide or decline to provide the requested Professional Services to the Contractor. The provisions set forth below shall apply with respect to all Professional Services so provided pursuant to this Section 8.

     8.1. Nature of Requests . Such a request may be made by any person authorized by the Contractor to do so, and such request may be accepted by any person authorized by the Subcontractor to do so. No formalities are required.

     8.2. Contractor to Bill Client . The Contractor shall have sole responsibility for billing and collecting from its own client with respect to the Subcontractor’s Professional Services. No delay or failure by the client to pay for such Professional Services shall relieve the Contractor from its obligations to pay the Subcontractor for such Professional Services as provided herein.

     8.3. Subcontractor’s Billing for Services Rendered . The Subcontractor shall bill the Contractor for actual hours expended by its personnel to provide Professional Services to the client of the Contractor. The rate to be charged shall be mutually agreed upon from time to time between Contractor and Subcontractor, in writing. The fees in effect as of the date hereof are 69% of the standard rate typically charged by the Subcontractor to its own clients. The objective of Contractor and Subcontractor is to