exhibit1015.htm


    

      
        
           


        

        
           


          
            

          

        

        
           


        

      


      SETTLEMENT
AGREEMENT AND RELEASE

      


      THIS
SETTLEMENT AGREEMENT AND RELEASE (the “Agreement”) is dated
as of June ___, 2008 (the “Effective Date”) by
and between (i) Black Forest International, LLC (“BFI”) a Delaware
limited liability company, (ii) Earth Biofuels, Inc. and all of its
subsidiaries, which include, but are not limited to, Earth LNG, Inc., a Texas
corporation, and each of Applied LNG Technologies USA, L.L.C., Fleet Star, Inc.,
Apollo Leasing, Inc. and Arizona LNG, L.L.C., each of which are wholly owned
subsidiaries of Earth LNG (collectively referred to hereinafter as “EBOF”) a Delaware
corporation and (iii) PNG Ventures, Inc. (“PNGX”) a Nevada
corporation. (BFI, EBOF and PNGX may be referred to hereinafter individually as
a “Party” and
collectively as the “Parties.”)

      


      WHEREAS
on or about April 9, 2008, EBOF issued 535,000 shares of Series A Preferred
Stock (the “Preferred
Stock,” a copy of the stock certificate representing the Preferred Stock
has been attached hereto as Exhibit A)
to BFI which carried certain rights, powers and preferences as outlined in the
Certificate of Amendment of the Certificate of Incorporation of EBOF (the “Certificate of
Designation,” a copy of which has been attached hereto as Exhibit B)
filed with the Delaware Secretary of State and disclosed in EBOF’s Form 8-K
filed with the United States Securities and Exchange Commission on April 25,
2008;

      


      WHEREAS,
the Preferred Stock provided certain rights, powers and preferences, including a
restriction on selling or otherwise disposing of any EBOF asset (which was
violated pursuant to the actions taken by EBOF related to the BCA Deal defined
below) and a mandatory redemption which required EBOF to redeem the Preferred
Stock on April 27, 2008, at a redemption price of $1.35 per share of Preferred
Stock for a total redemption amount of $722,250 (the “Mandatory Redemption
Amount”), the failure to deliver such Mandatory Redemption Amount being a
“Deemed Liquidation
Event” (as defined in the Certificate of Designation);

      


      WHEREAS,
the Preferred Stock provided certain rights, powers and preferences, including
the right to convert the Preferred Shares into shares of EBOF’s common stock
(the “Common
Stock”) at a conversion price, upon a Deemed Liquidation Event, of $.0025
for every dollar of Preferred Stock;

      


       WHEREAS,
in connection with the purchase of the Preferred Stock, EBOF placed 50,000,000
shares of its common stock into escrow with EBOF’s transfer agent, Nevada Agency
and Trust Company (the “EBOF Escrow Agent”)
to be held pursuant to an escrow agreement, for the benefit of BFI;

      


      WHEREAS,
on April 30, 2008, BFI made a demand upon EBOF for payment of the Mandatory
Redemption Amount pursuant to the Certificate of Designation (a copy of such
demand has been attached hereto as Exhibit
C);

      


      


      


      WHEREAS,
on or about May 2, 2008, BFI and EBOF entered into an Assignment Agreement (the
“Assignment
Agreement,” a copy of which has been attached hereto as Exhibit D)
whereby EBOF agreed to assign $535,000 due to EBOF related to the sale of EBOF’s
interest in Biofuels Company of America, LLC (the “BCA Deal”) directly
to BFI. In connection with such assignment, EBOF executed an Irrevocable Funds
Instruction Letter (the “Funds Letter,” a copy
of which has been attached hereto as Exhibit E)
authorizing the aforementioned $535,000 to be delivered directly to BFI via wire
transfer;

      


      WHEREAS,
initially on May 8, 2008, BFI sent notice to all parties involved in the BCA
Deal of the Assignment Agreement. At the end of May, BFI learned funds from the
BCA Deal were delivered directly to EBOF despite the Assignment Agreement and
Funds Letter. Again on May 27, 2008, BFI’s counsel sent notice to all parties
involved in the BCA Deal demanding return of the funds due to BFI pursuant to
the Assignment Agreement. As of the Effective Date, EBOF and the parties
involved in the BCA Deal have failed to deliver funds as agreed to in the
Assignment Agreement.

      


      WHEREAS,
as of the Effective Date herein, EBOF has failed to deliver the Mandatory
Redemption Amount to BFI due under the Certificate of Designation and therefore
a Deemed Liquidation Event has occurred;


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      WHEREAS,
pursuant to the binding letter agreement between BFI and EBOF executed May 15,
2008, and subsequently amended and restated on May 22, 2008 (the “LOI,” a copy of which
has been attached hereto as Exhibit
F), PNGX agreed acquire 100% of Earth LNG, Inc., a wholly owned
subsidiary of EBOF, and all of Earth LNG, Inc.’s subsidiaries in exchange for a
controlling interest of PNGX’s common stock (the final closing and effectiveness
of such transaction shall be referred to hereinafter as the “Merger”). Pursuant to
the LOI, PNGX agreed to assume financial responsibility for the entire Mandatory
Redemption Amount (the “PNGX Assumption”). As
of the Effective Date herein, PNGX and EBOF have not finalized nor completed the
Merger;

      


      WHEREAS,
on or about May 29, 2008, BFI filed an action against EBOF and Earth LNG, Inc.
entitled Black Forest
International, LLC v. Earth Biofuels, Inc. et al. Case No: 2008 CA 008514
NC (the “Action”) in the
Circuit Court of the Twelfth Judicial Circuit, Sarasota County, Florida (the
“Court”),
whereby BFI asserted claims against EBOF alleging, among other things, that EBOF
failed to pay BFI the Mandatory Redemption Amount due and owing under the
Certificate of Designation as of the Effective Date herein;

      


      WHEREAS,
PNGX has notified EBOF and BFI that it will be unable to assume the PNGX
Assumption as agreed to in the LOI and therefore breached such LOI. Accordingly,
such amount remains due and owing to BFI by EBOF pursuant to the Certificate of
Designation;

      


      WHEREAS,
on or about June ____, 2008, BFI amended the Action to include PNGX as a
defendant related to claims against PNGX for failure to deliver the PNGX
Assumption as described above;

      WHEREAS,
EBOF and PNGX have notified the relevant Parties that they (i) wish to complete
the Merger and (ii) do not have sufficient cash, nor do they anticipate having
sufficient cash in the near future, to satisfy the claims made in the Action, or
to defend the Action, and the Parties seek to resolve this Action and agree to
settle the Mandatory Redemption Amount and breach of the LOI, as further
described herein;

      


      WHEREAS,
EBOF and PNGX currently only have the means to satisfy payment of the bona fide
claims made herein through the issuance of authorized shares of the relevant
Party’s common stock pursuant to Section 3(a)(10) of the Securities Act of 1933
(hereinafter the “Act”);

      


      WHEREAS,
the Parties desire to resolve, settle, and compromise all bona fide claims
asserted against EBOF and PNGX for the Mandatory Redemption Amount and related
claims, which arise out of or relate to the Certificate of Designation and
breach of the LOI;

      


      NOW,
THEREFORE, with this background incorporated herein and in consideration of the
mutual covenants described in this Agreement, the Parties hereby agree to the
following settlement:

      


      AGREEMENT

      


      1.           Settlement
Conditions.    With the exception of the settlement
of the EBOF-BFI Note (as defined in Section 2.1), the Parties hereby agree that
the terms, conditions and covenants herein shall be contingent upon the final
closing of the Merger (the “Closing”) and the
Parties shall not be bound by such terms of this Agreement until such Closing
which, according to the LOI, shall occur by or before June 30,
2008.

      


      2.           BFI Settlement
Terms.   The Parties hereby agree to settle the Mandatory
Redemption Amount due and owing to BFI for a settlement amount, which shall
include all legal fees and additional contract damages incurred by BFI, for a
settlement amount of $751,250 (the “BFI Settlement
Amount”).  This BFI Settlement Amount shall be paid to BFI as
follows:

      


      2.1           EBOF-BFI
Note.  Immediately upon execution of this Agreement, and as
settlement and redemption of 92,592 Preferred Shares, EBOF shall issue to BFI a
$125,000 convertible promissory note (the “EBOF-BFI Note,” a
copy of which has been attached hereto as Exhibit
G). The EBOF-BFI Note shall not be contingent upon the Closing of the
Merger and, pursuant to this Agreement, shall be convertible at anytime into
freely tradeable and non-legended EBOF common shares from the EBOF-BFI
Settlement Shares Pool1
(as defined below). the number of such shares to be delivered to BFI shall be
derived by dividing a dollar amount of the EBOF-BFI Note to be converted by
..0025, the conversion price previously agreed to in the Certificate of
Designation upon the occurrence of a Deemed Liquidation Event.


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      


      2.2           EBOF-BFI Settlement Shares
Pool.  The 50,000,000 shares of EBOF common stock currently
held by the EBOF Escrow Agent, as described in the recitals herein, shall remain
in escrow and shall be held by the EBOF Escrow Agent for the benefit of BFI
pursuant to the terms of the EBOF-BFI Note and this Agreement.  The
EBOF Escrow Agent shall continue to hold the 50,000,000 shares of EBOF common
stock (the “EBOF-BFI
Settlement Shares Pool”), and immediately following the entry of an order
by the Court in accordance with Section 4
herein,     such shares shall be considered issued
pursuant to an exemption from registration in Section 3(a)(10) of the Act2,
to be utilized to satisfy the EBOF-BFI Note. The EBOF-BFI Settlement Shares Pool
shall be held in escrow for the benefit of BFI pursuant to the escrow agreement
(the “EBOF-BFI Escrow
Agreement,” a copy of which has been attached hereto as Exhibit
H). Pursuant to the EBOF-BFI Escrow Agreement, the EBOF Escrow Agent
shall, upon the sole request of BFI and with no request or confirmation of EBOF,
issue in the name of BFI, or any of it’s assignees, the number of shares
requested so long as the number of shares requested does not make BFI the owner
of more than 4.99% of the total number of issued and outstanding shares of EBOF
common stock; provided,
however, such restriction may be waived, in whole or in part, upon sixty
(60) days prior notice from BFI to the EBOF Escrow Agent whereby BFI may decide
to convert shares of the EBOF-BFI Settlement Shares Pool to achieve an interest
of greater than 4.99%.

      


      2.3           PNGX-BFI
Note.  Upon the Closing, and as settlement and redemption of
the remaining 442,407 Preferred Shares, PNGX shall issue to BFI a $626,250
convertible promissory note (the “PNGX-BFI Note,” a
copy of which has been attached hereto as Exhibit I)
which shall be issued. A portion of the PNGX-BFI Note equal to $63,000 (the
“Minority PNGX-BFI
Note Interest”) shall, pursuant to this Agreement and the PNGX-BFI Note,
be convertible into freely tradeable and non-legended PNGX common shares from
the PNGX-BFI Settlement Shares Pool3
(as defined below).

      


      2.3.1                      PNGX-BFI Note
Reversion.   In the event the Closing does not occur on or
before June 30, 2008, BFI shall have the right to rescind and cancel the
PNGX-BFI Note and retain the 442,407 shares of Preferred Stock (the “EBOF Preferred Reversion
Shares”) remaining after the redemption of the 92,592 Preferred Shares
related to the issuance of the EBOF-BFI Note. BFI shall have the sole right to
extend the date of such rescission and cancellation past the
Closing.

      


      2.4           PNGX-BFI Settlement Shares
Pool.  Immediately following the execution of this Agreement
and as soon as practicable following the entry of an order by the Court in
accordance with Section 4 herein and upon demand by BFI, PNGX shall issue and
deliver to Madison Stock Transfer, Inc. (the “PNGX Escrow Agent”)
700,000 shares of PNGX’s common stock (the “PNGX-BFI Settlement Shares
Pool”), issued pursuant to an exemption from registration in Section
3(a)(10) of the Act4,
to be utilized to satisfy the Minority PNGX-BFI Note Interest. The PNGX-BFI
Settlement Shares Pool shall be held in escrow for the benefit of BFI pursuant
to the escrow agreement (the “PNGX-BFI Escrow
Agreement,” a copy of which has been attached hereto as Exhibit
J). Pursuant to the PNGX-BFI Escrow Agreement, the PNGX Escrow Agent
shall, upon the sole request of BFI and with no request or confirmation of PNGX,
issue in the name of BFI, or any of it’s assignees, the number of shares
requested so long as the number of shares requested does not make BFI the owner
of more than 4.99% of the total number of issued and outstanding shares of PNGX
common stock; provided,
however, such restriction may be waived, in whole or in part, upon sixty
(60) days prior notice from BFI to the PNGX Escrow Agent whereby BFI may decide
to convert shares of the PNGX-BFI Settlement Shares Pool to achieve an interest
of greater than 4.99%.

      


      2.5           Subsequent PNGX
Financing.    Following the Merger and for as long as
any balance remains outstanding on the PNGX-BFI Note, in the event PNGX raises
any additional debt or equity financing (a “Subsequent
Financing”) at a per share price below $10.00 per share, the conversion
price pursuant to the PNGX-BFI Note shall be adjusted, with such adjusted price
to be determined by multiplying the conversion price by a fraction equal to (i)
the per share price of the Subsequent Financing as the numerator and (ii) $10.00
as the denominator.  PNGX covenants and agrees to promptly notify BFI
in writing of the terms and conditions of any such proposed Subsequent Financing
and, pursuant to Section  4.1.4 of the PNGX-BFI Escrow Agreement,
immediately deposit additional shares into escrow with the PNGX Escrow Agent for
the benefit of BFI consistent with this Section 2.5

      


      3.           EBOF Settlement
Terms.   Upon the Closing and in consideration of and as a
settlement of PNGX’s liability stemming from the PNGX Assumption as agreed to in
the LOI, EBOF hereby agrees to settle such


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      amount
for $171,000 (the “EBOF Settlement
Amount” and hereinafter referred to collectively with the BFI Settlement
Amount as the “Settlement Amounts”)
which shall include all legal fees and additional contract damages incurred by
EBOF in connection with PNGX’s failure to assume the PNGX Assumption. The EBOF
Settlement Amount shall be paid to EBOF as follows:

      


      3.1           PNGX-EBOF
Note.  Upon the Closing, PNGX shall issue to EBOF a $171,000
assignable convertible promissory note (the “PNGX-EBOF Note,” a
copy of which has been attached hereto as Exhibit K
and collectively referred to hereinafter together with the PNGX-BFI Note and
EBOF-BFI Note as the “Notes”). The
PNGX-EBOF Note shall be convertible into freely tradeable and non-legended PNGX
common shares from the PNGX-EBOF Settlement Shares Pool5
(as defined below).

      


      3.2           PNGX-EBOF Settlement Shares
Pool.  In consideration of PNGX’s current market conditions, as
soon as practicable following the entry of an order by the Court in accordance
with Section 4 herein and upon demand by EBOF, PNGX shall issue and deliver to
the PNGX Escrow Agent 1,900,000 shares of PNGX’s common stock (the “PNGX-EBOF Settlement Shares
Pool” and hereinafter referred to collectively with the PNGX-BFI
Settlement Shares Pool and the EBOF-BFI Settlement Shares Pool as the “Settlement Shares”),
issued pursuant to an exemption from registration in Section 3(a)(10) of the
Act6,
to be utilized to satisfy the EBOF-PNGX Note. The PNGX-EBOF Settlement Shares
Pool shall be held in escrow for the benefit of EBOF pursuant to the escrow
agreement (the “PNGX-EBOF Escrow
Agreement,” a copy of which has been attached hereto as Exhibit
L). Pursuant to the PNGX-EBOF Escrow Agreement, the PNGX Escrow Agent
shall, upon the sole request of EBOF and with no request or confirmation of
PNGX, issue in the name of EBOF, or any of its assignees, the number of shares
requested so long as the number of shares requested does not make EBOF the owner
of more than 4.99%. of the total number of issued and outstanding shares of PNGX
common stock.

      


      3.3           Stock Sales
Restrictions.     Any shares issued from the
PNGX-EBOF Settlement Shares Pool, whether issued to EBOF or any of it’s
assignees, shall be subject to sales price restrictions such that no shares
issued from the PNGX-EBOF Settlement Shares Pool shall be subsequently sold for
a per share sales price of less than $10.00.

      


      4.           Fairness
Hearing.   Upon execution hereof, the Parties agree,
pursuant to 15 U.S.C. §77(a)(10), to immediately submit the terms and conditions
of this Agreement to the Court for a hearing on the fairness of such terms and
conditions, for the issuance of an exemption from registration of the Settlement
Shares and an Order (as defined below) approving of the Agreement. In connection
with such a fairness hearing, PNGX and EBOF, as the issuer of the securities,
and BFI and EBOF, as the proposed entities to whom the securities are to be
issued, agree that the value of the Settlement Shares utilized to satisfy the
claims herein is fair and reasonable. This Agreement shall become binding upon
the Parties only upon entry of an order by the Court substantially in the form
of annexed hereto as Exhibit M
(the “Order”).

      


      5.           Necessary
Action.   At all times after the execution of this
Agreement and entry of the Order by the Court, each Party hereto agrees to take
or cause to be taken all such necessary action including, without limitation,
the execution and delivery of such further instruments and documents, including,
but not limited to opinions of counsel and board of directors resolutions, as
may be reasonably requested by any Party for such purposes or otherwise
necessary to complete or perfect the transaction contemplated
hereby.

      


      6.           Confidentiality
Agreement.   At all times after the execution of this
Agreement, the Parties hereto agree to not disclose to any other person any of
the terms of said Agreement. The Parties further agree they will not at any time
send material non-public information to any other Party.

      


      7.           Releases.   Upon
the issuance of the Notes and conversion of all Settlement Shares sufficient to
completely satisfy the Settlement Amounts, and in consideration of the terms and
conditions of this Agreement, and except for the obligations and representations
arising or made hereunder or a breach hereof, the Parties hereby agree to
release, acquit and forever discharge each other and each, every and all of
their current and past officers, directors, shareholder, affiliated
corporations, subsidiaries, agents, employees, representatives, attorneys,
predecessors, successors and assigned, of and from any and all claims, damages,
causes of action, suits and costs, of whatever nature, character or description,
whether known or unknown, anticipated or unanticipated, which the Parties may
now have or may hereafter have or claim to have against each other with respect
to the individual Settlement


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      Amounts.
Nothing herein shall be deemed to negate or affect BFI’s right and title to the
remaining Mandatory Redemption Amount and related Preferred Stock described
herein in Section 2.5 or any securities heretofore issued to it by EBOF or
PNGX.

      


      8.           Indemnification.                                             EBOF
and PNGX agree to hold harmless and indemnify BFI from any such claims or future
claims, as the case may be, related to this Agreement. Additionally, EBOF and
PNGX agree to reimburse BFI immediately for any and all expenses, including,
without limitation, attorney fees, incurred by BFI in connection with
investigating, preparing to defend or defending, or otherwise being involved in,
any lawsuits, claims or other proceedings arising out of or in connection with
or relating in any manner, directly or indirectly, to this Agreement (as
defendant, nonparty, or in any other capacity other than as a plaintiff,
including, without limitation, as a party in an interpleader action). EBOF and
PNGX further agree that the indemnification and reimbursement commitments set
forth in this paragraph shall extend to any controlling person, strategic
alliance, partner, member, shareholder, director, officer, employee, agent or
subcontractor of BFI and their heirs, legal representatives, successors and
assigns.  The provisions set forth in this section shall survive any
termination of this Agreement. In signing this Agreement, the Parties has been
advised of, understand and knowingly waive their rights under California Civil
Code Section 1542 which provides as follows: A GENERAL RELEASE DOES NOT EXTEND
TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT
THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY
AFFECTED HIS SETTLEMENT WITH THE DEBTOR.

      


      9.           Continuing
Jurisdiction:   Simultaneously with the execution of this
Agreement, the attorneys representing EBOF, BFI and PNGX hereto will execute a
stipulation of dismissal substantially in the form annexed hereto as Exhibit N
(the “Stipulation of
Dismissal”), which shall be held by BFI’s counsel and filed with the
Court after the delivery of the Notes and the Settlement Shares in accordance
with this Agreement. In order to enable the Court to grant specific enforcement
and other equitable relief in connection with this Agreement, (i) the Parties
consent to the jurisdiction of the Court for purposes of enforcing this
Agreement and (ii) each Party to this Agreement expressly waives any contention
that there is an adequate remedy at law or any like doctrine that might
otherwise preclude injunctive relief to enforce this Agreement.

      


      10.           Continuing
Obligation.   The Parties agree to use their best efforts
to cooperate with the Court to cause the Order to be timely entered and agree
that delays caused due to Court calendars shall not constitute a valid reason to
void this Agreement.

      


      11.           Information.  The
Parties each represent that prior to the execution of this Agreement, they have
had the advice of counsel, specifically, Robert E. Turffs, Esquire of Robert E.
Turffs, P.A. and Ronniel Levy, Esquire of Hodgson Russ, LLP for BFI, Michael J.
Raterink, Esquire of Michael J. Raterink, P.A. for EBOF and
________________________, Esquire of ______________________________ for PNGX,
they fully informed themselves of its terms, contents, conditions and effects,
and that no promise or representation of any kind has been made to them except
as expressly stated in this Agreement. Furthermore, Michael J. Raterink, P.A.
and ____________________________ shall provide, upon the final Order approving
the Agreement, an opinion letter as to the issuance of the Settlement Shares as
freely tradable non-legend bearing shares.

      


      12.           Ownership and
Authority.   The Parties represent and warrant that they
have not sold, assigned transferred, conveyed or otherwise disposed of any or
all of any claim, demand, right or cause of action, relating to any matter which
is covered by this Agreement, that each is the sole owner of such claim, demand,
right or cause of action, and each has the power and authority and has been duly
authorized to enter into and perform this Agreement and that this Agreement is a
binding obligation of each, enforceable in accordance with its
terms.

      


      13.           Covenants.                                As
long as any Settlement Amount remains outstanding, the Parties covenant and
agree as follows:

      


      13.1           Amendments.  Neither
EBOF nor PNGX shall amend or waive any provision of their Articles of
Incorporation or Bylaws in any way without the express written consent of
BFI.


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      13.2           Disposition of
Assets.  Neither EBOF nor PNGX shall sell, transfer or
otherwise dispose of any of their properties, assets and rights including,
without limitation, their intellectual property, except for sales with the prior
written consent of BFI.

      


      13.3           Restrictions on Issuances of
Debt or Securities.  Neither EBOF nor PNGX  shall
issue any additional common stock, preferred stock, warrants, notes, debt
instruments of any kind, convertible notes or any other securities (or otherwise
enter into agreements to issue any securities) including, but not limited to
securities convertible, exercisable or exchangeable into common stock or
preferred stock or any other equity or debt security of EBOF or PNGX or
otherwise create, or authorize the creation of, or issue or obligate itself to
issue shares of any additional class or series of capital stock under any
circumstances without the express written consent of BFI.

      


      13.4           Public
Filings.    EBOF and PNGX shall make any and all
necessary public filings, if any, in connection with this
Agreement.

      


      13.5           Additional
Covenants.    PNGX and EBOF shall be bound by and
abide by all additional covenants and restrictions contained in the respective
Parties’ Notes.

      


      14.           Binding
Nature.   This Agreement shall be binding on all Parties
executing this Agreement and their respective successors, assigns and
heirs.

      


      15.           Authority to
Bind.   Each Party to this Agreement represents and
warrants that the execution, delivery and performance of this Agreement and the
consummation of the transaction provided in this agreement have been duly
authorized by all necessary action of the respective person or entity, including
receipt of approvals from any governing board of directors, and that the person
executing this Agreement on its behalf, if applicable, has the full capacity to
bind that entity. The Parties acknowledge that they have been given adequate
time to consider this Agreement and that they were advised to consult with an
independent attorney prior to signing this Agreement and that they have in fact
consulted with counsel of their own choosing prior to executing this Agreement.
The Parties agree that they have read this Agreement and understand the content
herein, and freely and voluntarily assent to all of the terms
herein.

      


      16.           Time of
Essence.  Time is of the essence in the performance of all
obligations under this Agreement.

      


      17.           Signatures.  This
Agreement may be signed in counterparts and the Agreement, together with its
counterpart signature pages, shall be deemed valid and binding on each Party
when executed by all Parties. Facsimile signatures shall be valid and binding
for all purposes.

      


      18.           Choice Of Law,
Etc.                                                      Notwithstanding
the place where this Agreement may be executed by any of the Parties, or any
other factor, all terms and provisions hereof shall be governed by and construed
in accordance with the laws of the State of Florida, applicable to agreements
made and to be fully performed in that State and without regard to principles of
conflicts of law thereof.  Any action brought to enforce, or otherwise
arising out of this Agreement shall be brought only in the Circuit Court of the
Twelfth Judicial Circuit sitting in the State of Florida, County of
Sarasota.

      


      


      ***SIGNATURE
PAGE FOLLOWS***

      



      
        
           


        

        
           


          
            

          

        

        
           


        

      


      SIGNATURE
PAGE

      


      IN
WITNESS WHEREOF, the Parties have duly executed this Agreement as of the date
first indicated above.

      


      
        	
                EARTH
      BIOFUELS, INC.

              	
                PNG
      VENTURES, INC.

              
	
                 

                 

                 

                ____________________________________

                 

              	
                 

                 

                 

                ____________________________________

                 

              
	 
      	 
      
	 
      	
                BLACK
      FOREST INTERNATIONAL, LLC

              
	 
      	
                 

                 

                ____________________________________

                 

              


      

      


      


      A FACSIMILE COPY OF THIS AGREEMENT
SHALL HAVE THE SAME LEGAL EFFECT AS AN ORIGINAL OF THE SAME.