ex104.htm


    THE SECURITIES REPRESENTED BY THIS
CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE, AND MAY NOT BE
OFFERED, SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF
EXCEPT PURSUANT TO (i) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND ANY
APPLICABLE STATE LAWS, (ii) TO THE EXTENT APPLICABLE, RULE 144 UNDER THE ACT (OR
ANY SIMILAR RULE UNDER THE ACT RELATING TO THE DISPOSITION OF SECURITIES), OR
(iii) AN OPINION OF COUNSEL, IF SUCH OPINION SHALL BE REASONABLY SATISFACTORY TO
COUNSEL TO THE ISSUER, THAT AN EXEMPTION FROM REGISTRATION UNDER THE ACT AND
APPLICABLE STATE LAW IS AVAILABLE.

    


    PNG
VENTURES, INC.

    


    CONVERTIBLE
PROMISSORY NOTE

    


    
      	
              Principal
      Amount:      $171,000

            	 
      	
              Issuance
      Date:                                
      June ___ ,2008

            
	 
      	 
      	 
      
	
              Interest
      Rate:                   12%

            	 
      	
              Maturity
      Date:                                  June
      ___, 2009

            


    

    


    PNG
VENTURES, INC., a Nevada corporation (the “Company”) hereby
promises to pay to the order of EARTH BIOFUELS, INC., a Delaware corporation
(the “Noteholder”), at such
place as Noteholder may from time to time designate, in lawful money of the
United States of America, ONE HUNDRED SEVENTY ONE THOUSAND DOLLARS ($171,000)
due and payable on June ___, 2009. This Note is issued pursuant to a Settlement
Agreement and Release (the “Settlement Agreement”
a copy of which has been attached hereto as Exhibit
A), and is subject to other terms as set forth in the Settlement
Agreement.

    


    1.           INTEREST.  Beginning
on the issuance date of this Note (the “Issuance Date”), the
outstanding principal balance of this Note shall bear interest, in arrears, at a
rate per annum equal to twelve percent (12%). Interest shall be computed on the
basis of a 360-day year of twelve (12) 30-day months and shall accrue commencing
on the Issuance Date.

    


    2.           PREPAYMENT.  This
Note may be prepaid, in whole or in part, by the Company only upon the prior
written consent of the Noteholder.

    


    3.           TRANSFER
AND ASSIGNMENT.  This Note shall be freely transferable and
assignable by the Noteholder provided such transfer is in compliance with
applicable federal and state securities laws.

    


    4.           CONVERSION
OF
NOTE.                                                                The
Noteholder shall have the right from and after the date of the issuance of this
Note and then at any time until this Note is fully paid, to convert any
outstanding and unpaid principal portion of this Note, into fully paid and
non-assessable shares of the common stock of the Company (the “Common Stock”) as
such stock exists on the date of issuance of this Note, or is hereafter be
changed or reclassified, at a conversion price of $0.09 per share (the “Conversion Price”).
The Conversion Price shall be subject to proportional adjustment for
reclassification, Stock Splits, Combinations and Dividends. The Company shall
issue 1,900,000 shares of Common Stock into escrow with the Company’s escrow
agent (the “Escrow
Agent”) pursuant to an escrow agreement (the “Escrow Agreement”) a
copy of which has been attached hereto as Exhibit
B), which shares shall be held in escrow in the event the Noteholder
elects to convert any unpaid balance of the Note pursuant to the terms contained
herein. Any such conversion shall be effected by, and subject to the terms of
the Escrow Agreement.

    5.           NOTICES.  Notices
to be given hereunder shall be in writing and shall be deemed to have been
sufficiently given if delivered personally or sent by overnight courier or
messenger or sent by registered or certified mail (air mail if overseas), return
receipt requested, or by telex, facsimile transmission, telegram or similar
means of communication.  Notice shall be deemed to have been received
on the date of personal delivery, telex, facsimile transmission, telegram or
similar means of communication, or if sent by overnight courier or messenger,
shall be deemed to have been received on the next delivery day after deposit
with the courier or messenger, or if sent by certified or registered mail,
return receipt requested, shall be deemed to have been received on the third
business day after the date of mailing and shall be addressed to:

    


    
      	
              PNG
      Ventures, Inc.

              Attn:
      Kevin Markey

              3001
      Knox Street, Suite 303

              Houston,
      Texas 75205

              Fax:     (214)
      520-0507

            	
              Earth
      Biofuels, Inc.

              Attn:
      Dennis G. McLaughlin, III

              3001
      Knox Street, Suite 303

              Dallas,
      Texas 75202

              Fax:     (214)
      520-0507

            


    

    


    6.           GOVERNING LAW.  THIS
NOTE HAS BEEN DELIVERED IN THE STATE OF FLORIDA AND SHALL BE GOVERNED BY AND
CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF FLORIDA
APPLICABLE TO CONTRACT MADE AND TO BE PERFORMED ENTIRELY THEREIN, WITHOUT GIVING
EFFECT TO THE RULES AND CONFLICTS OF LAW.

    


    7.           CONFORMITY
WITH LAW. It is the intention of
the Company and of the Noteholder to conform strictly to applicable usury and
similar laws.  Accordingly, notwithstanding anything to the contrary
in this Note, it is agreed that the aggregate of all charges which constitute
interest under applicable usury and similar laws that are contract for,
chargeable or receivable under or in respect of this Note, shall under no
circumstances exceed the maximum amount of interest permitted by such laws, and
any excess, whether occasioned by acceleration or maturity of this Note or
otherwise, shall be canceled automatically, and if theretofore paid, shall be
either refunded to the Company or credited on the principal amount of this
Note.

    


    8.           MISCELLANEOUS. This
Note may only be changed, modified or amended in writing by the mutual consent
of Noteholder and the Company.  The provisions of this Note may only
be waived in or by a writing signed by the party against whom enforcement of any
waiver is sought.  This Note embodies the entire understanding between
Noteholder and the Company and merges all prior discussions or communications
between them.  Time is of the essence in this Note and of each and
every provision thereof.

    


    IN
WITNESS WHEREOF, the Company has signed and sealed this Note and delivered it as
of the date first set forth above.

    


    PNG VENTURES, INC.

    A Nevada corporation

    


    


    _______________________________________