exhibit1092.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:      $55,928.57

              	 
      	
                Issuance
      Date:                                
      June 26, 2008

              
	 
      	 
      	 
      
	
                Interest
      Rate:                   12%

              	 
      	
                Maturity
      Date:                                
      June
      25, 2009

              


      

      


      Reference
is made to that certain Convertible Promissory Note of PNG Ventures, Inc.
(“PNG”) to Earth Biofuels, Inc. (“EBOF”), dated June 5, 2008, in the original
principal amount of $171,000 (the “Original Note”).  On or about June
26, 2008, EBOF assigned a portion of the Original Note, in the principal amount
of $55,928.57 to
Castlerigg PNG Investments LLC.  This New Convertible Note is made by
EBOF as of the date hereof, to evidence the portion of the Original Note
assigned to, and now held by Castlerigg PNG Investments LLC
(“Noteholder”).

      


      Accordingly:

      


      PNG
VENTURES, INC., a Nevada corporation (the “Company”) hereby
promises to pay to the order of Noteholder, at such place as Noteholder may from
time to time designate, in lawful money of the United States of America, the
principal sum of $55,928.57, due and payable on June 25, 2009. The Original Note
was 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.  This New Convertible Note is issued pursuant to a Transfer
and Acknowledgement Agreement with the Noteholder of even date
herewith.

      


      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 has
issued 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 are being 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.  The aggregate number of shares into which this
Note is convertible is 621,428.56 shares.

      


      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

              	
                Castlerigg
      PNG Investments LLC

              


      

      


      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

      


      


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