**EXHIBIT10.8**

**REGISTRATIONRIGHTS AGREEMENT**

This REGISTRATION RIGHTS AGREEMENT (this *“Agreement*”), dated as of January 27, 2006, ismade by and between Earth Biofuels, Inc., a Delaware corporation (the *“Company”*), and Tom Groos (the *“Investor”*).

WHEREAS:

**A.           **In connection withthe Convertible Promissory Note in the principal amount of $250,000 of evendate herewith by and between the Company and the Investor (the *“Note”*), the Company has agreed to issue to the Investorshares of the Company’s common stock (the *“Common Stock”*)upon the terms and subject to the limitations and conditions set forth in the Note;and

**B.           **To induce the Investorto execute the Note, the Company has agreed to provide certain registrationrights under the Securities Act of 1933, as amended, and the rules andregulations thereunder (collectively, the *“1933 Act”*),and applicable state securities laws;

**NOW,THEREFORE,** inconsideration of the premises and the mutual covenants contained herein andother good and valuable consideration, the receipt and sufficiency of which arehereby acknowledged, the Company and the Investor hereby agree as follows:

## **1.             DEFINITIONS.**

### As used in this Agreement,the following terms shall have the following meanings:

#### **(i)**            *“Investor*”means the Investor and any transferee or assignee who agrees to become bound bythe provisions of this Agreement in accordance with Section 9 hereof.

#### **(ii)**           *“register,” “registered,”*and *“registration”* refer to aregistration effected by preparing and filing a Registration Statement in compliancewith the 1933 Act and pursuant to Rule 415 under the 1933 Act or anysuccessor rule providing for offering securities on a continuous basis (*“Rule 415”*), and the declaration ofeffectiveness of such Registration Statement by the United States Securitiesand Exchange Commission (the *“SEC”*).

#### **(iii)**         *“Registrable Securities”*means the all of the shares of Common Stock issued or issuable upon conversionpursuant to the Note.

#### **(iv)         ***“Registration Statement”* means a registration statement of theCompany under the 1933 Act.

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**2.             REGISTRATION.**

### **a.             MandatoryRegistration**. TheInvestor shall be entitled to make written request for registration of theRegistrable Securities, no later than 90 days following conversion of the Note.Provided that the Investor has made a timely request therefore, the Companyshall effect the registration of the Registrable Securities. Within forty-five(45) days of receipt of written request from the Investor, the Company shall filewith the SEC a Registration Statement to effect the registration of theRegistrable Securities that the Company has been requested to register fordisposition as described in the request of the Investor.

### **b.             Piggy-BackRegistrations**. Subjectto the last sentence of this Section 2(b), if at any time prior to the expirationof the Registration Period (as hereinafter defined) the Company shall determineto file with the SEC a Registration Statement relating to an offering for itsown account or the account of others under the 1933 Act of any of its equitysecurities (other than on Form S-4 or Form S-8 relatingto equity securities to be issued solely in connection with any acquisition ofany entity or business or equity securities issuable in connection with stockoption or other employee benefit plans), the Company shall send to the Investorwritten notice of such determination and, if within fifteen (15) days after theeffective date of such notice, the Investor shall so request in writing, theCompany shall include in such Registration Statement all or any part of theRegistrable Securities the Investor requests to be registered. If an offeringin connection with which the Investor is entitled to registration under this Section 2(b) isan underwritten offering, then the Investor shall, unless otherwise agreed bythe Company, offer and sell such Registrable Securities in an underwrittenoffering using the same underwriter or underwriters and, subject to theprovisions of this Agreement, on the same terms and conditions as other sharesof Common Stock included in such underwritten offering. Notwithstandinganything to the contrary set forth herein, the registration rights of the Investorpursuant to this Section 2(b) shall only be available in the eventthe Company fails to timely file, obtain effectiveness or maintain effectivenessof any Registration Statement to be filed pursuant to Section 2(a) inaccordance with the terms of this Agreement.

### **c.             Eligibilityfor Form SB-2**. The Company represents and warrants that it meets the requirementsfor the use of SB-2 for registration of the sale by the Investor of theRegistrable Securities.  The Companyagrees to file all reports required to be filed by the Company with the SEC ina timely manner so as to remain eligible or become eligible, as the case maybe, and thereafter to maintain its eligibility, for the use of Form SB-2.

## **3.             OBLIGATIONSOF THE COMPANY.**

Inconnection with the registration of the Registrable Securities, the Companyshall have the following obligations:

### **a.            **The Company shall keep the RegistrationStatement effective pursuant to Rule 415 at all times until such date asis the earlier of (i) the date on which all of the Registrable Securitieshave been sold and (ii) the date on which the Registrable Securities (inthe opinion of counsel to the Investor) may be immediately sold to the publicwithout registration or restriction (including, without limitation, as tovolume by the holder thereof) under the 1933 Act (the “*RegistrationPeriod*”), which Registration Statement (including any amendmentsor

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### supplements thereto andprospectuses contained therein) shall not contain any untrue statement of amaterial fact or omit to state a material fact required to be stated therein,or necessary to make the statements therein not misleading.

### **b.            **The Company shall prepare and file with theSEC such amendments (including post-effective amendments) and supplements tothe Registration Statement and the prospectus used in connection with theRegistration Statement as may be necessary to keep the Registration Statementeffective at all times during the Registration Period, and, during such period,comply with the provisions of the 1933 Act with respect to the disposition ofall Registrable Securities of the Company covered by the Registration Statementuntil such time as all of such Registrable Securities have been disposed of inaccordance with the intended methods of disposition thereof as set forth in theRegistration Statement.

### **c.            **The Company shall furnish to the Investor (i) promptly(but in no event more than two (2) business days) after the same isprepared and publicly distributed, filed with the SEC, or received by theCompany, one copy of each Registration Statement and any amendment thereto,each preliminary prospectus and prospectus and each amendment or supplementthereto, and (ii) promptly (but in no event more than two (2) businessdays) after the Registration Statement is declared effective by the SEC, suchnumber of copies of a prospectus, including a preliminary prospectus, and allamendments and supplements thereto and such other documents as the Investor mayreasonably request in order to facilitate the disposition of the RegistrableSecurities owned by the Investor. The Company will immediately notify the Investorby facsimile of the effectiveness of each Registration Statement or anypost-effective amendment. The Company will promptly (but in no event more thanfive (5) business days) respond to any and all comments received from theSEC (which comments shall promptly be made available to the Investor uponrequest), with a view towards causing each Registration Statement or anyamendment thereto to be declared effective by the SEC as soon as practicable,shall promptly file an acceleration request as soon as practicable (but in noevent more than two (2) business days) following the resolution orclearance of all SEC comments or, if applicable, following notification by theSEC that any such Registration Statement or any amendment thereto will not besubject to review and shall promptly file with the SEC a final prospectus assoon as practicable (but in no event more than two (2) business days)following receipt by the Company from the SEC of an order declaring the RegistrationStatement effective.

### **d.            **The Company shall use reasonable efforts to (i) registerand qualify the Registrable Securities covered by the Registration Statementunder such other securities or “blue sky” laws of such jurisdictions in theUnited States as the Investor reasonably requests, (ii) prepare and filein those jurisdictions such amendments (including post-effective amendments)and supplements to such registrations and qualifications as may be necessary tomaintain the effectiveness thereof during the Registration Period, (iii) takesuch other actions as may be necessary to maintain such registrations andqualifications in effect at all times during the Registration Period, and (iv) takeall other actions reasonably necessary or advisable to qualify the RegistrableSecurities for sale in such jurisdictions; provided, however,that the Company shall not be required in connection therewith or as acondition thereto to (a) qualify to do business in any jurisdiction whereit would not otherwise be required to qualify but for this Section 3(d), (b) subjectitself to general taxation in any such jurisdiction, (c) file a general

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### consent to service ofprocess in any such jurisdiction, or (d) provide any undertakings thatcause the Company undue expense or burden.

### **e.            **As promptly as practicable after becomingaware of such event, the Company shall notify the Investor of the happening ofany event, of which the Company has knowledge, as a result of which theprospectus included in any Registration Statement, as then in effect, includesan untrue statement of a material fact or omission to state a material factrequired to be stated therein or necessary to make the statements therein notmisleading, and use its best efforts promptly to prepare a supplement oramendment to any Registration Statement to correct such untrue statement oromission, and deliver such number of copies of such supplement or amendment to theInvestor as the Investor may reasonably request.

### **f.             **The Company shall use its best efforts toprevent the issuance of any stop order or other suspension of effectiveness ofany Registration Statement, and, if such an order is issued, to obtain thewithdrawal of such order at the earliest possible moment and to notify the Investorof the issuance of such order and the resolution thereof.

### **g.            **The Company shall take all other reasonableactions necessary to expedite and facilitate disposition by the Investor ofRegistrable Securities pursuant to a Registration Statement.

## **4.             OBLIGATIONSOF THE INVESTOR.**

Inconnection with the registration of the Registrable Securities, the Investorshall have the following obligations:

### **a.            **The Investor shall furnish to the Companysuch information regarding himself, the Registrable Securities held by him andthe intended method of disposition of the Registrable Securities held by him asshall be reasonably required to effect the registration of such RegistrableSecurities and shall execute such documents in connection with suchregistration as the Company may reasonably request. At least three (3) businessdays prior to the first anticipated filing date of the Registration Statement,the Company shall notify the Investor of the information the Company requiresfrom the Investor.

### **b.            **The Investor agrees to cooperate with theCompany as reasonably requested by the Company in connection with thepreparation and filing of the Registration Statement hereunder.

### **c.            **The Investor agrees that, upon receipt of anynotice from the Company of the happening of any event of the kind described in Section 3(e) or3(f), the Investor will immediately discontinue disposition of RegistrableSecurities pursuant to the Registration Statement covering such RegistrableSecurities until the Investor’s receipt of the copies of a supplemented oramended prospectus and, if so directed by the Company, the Investor shalldeliver to the Company or destroy (and deliver to the Company a certificate ofdestruction) all copies in the Investor’ possession, of the prospectus coveringsuch Registrable Securities current at the time of receipt of such notice.

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**5.             EXPENSES OF REGISTRATION.**

Allreasonable expenses, other than underwriting discounts and commissions,incurred in connection with registrations, filings or qualifications pursuantto Sections 2 and 3, including, without limitation, all registration, listingand qualification fees, printers and accounting fees, and the fees anddisbursements of counsel for the Company, shall be borne by the Company.

## **6.             INDEMNIFICATION.**

Inthe event any Registrable Securities are included in a Registration Statementunder this Agreement:

### **a.            **To the extent permitted by law, the Company willindemnify, hold harmless and defend (i) the Investor who holds suchRegistrable Securities and (ii) the directors, officers, partners,employees, agents and each person who controls the Investor within the meaningof the 1933 Act or the Securities Exchange Act of 1934, as amended (the “*1934 Act*”), if any, (each, an “*Indemnified Person*”), against anyjoint or several losses, claims, damages, liabilities or expenses(collectively, together with actions, proceedings or inquiries by anyregulatory or self-regulatory organization, whether commenced or threatened, inrespect thereof, “*Claims*”) towhich any of them may become subject insofar as such Claims arise out of or arebased upon: (i) any untrue statement or alleged untrue statement of amaterial fact in a Registration Statement or the omission or alleged omissionto state therein a material fact required to be stated or necessary to make thestatements therein not misleading; (ii) any untrue statement or allegeduntrue statement of a material fact contained in any preliminary prospectus ifused prior to the effective date of such Registration Statement, or containedin the final prospectus (as amended or supplemented, if the Company files anyamendment thereof or supplement thereto with the SEC) or the omission oralleged omission to state therein any material fact necessary to make thestatements made therein, in light of the circumstances under which thestatements therein were made, not misleading; or (iii) any violation oralleged violation by the Company of the 1933 Act, the 1934 Act, any other law,including, without limitation, any state securities law, or any rule orregulation thereunder relating to the offer or sale of the RegistrableSecurities (the matters in the foregoing clauses (i) through (iii) being,collectively, “*Violations*”). The Companyshall reimburse the Indemnified Person, promptly as such expenses are incurredand are due and payable, for any reasonable legal fees or other reasonableexpenses incurred by the Indemnified Person in connection with investigating ordefending any such Claim. Notwithstanding anything to the contrary containedherein, the indemnification agreement contained in this Section 6(a): (i) shallnot apply to a Claim arising out of or based upon a Violation which occurs inreliance upon and in conformity with information furnished in writing to theCompany by any Indemnified Person expressly for use in connection with thepreparation of such Registration Statement or any such amendment thereof orsupplement thereto, if such prospectus was timely made available by the Companypursuant to Section 3(c) hereof; (ii) shall not apply to amountspaid in settlement of any Claim if such settlement is effected without theprior written consent of the Company, which consent shall not be unreasonablywithheld; and (iii) with respect to any preliminary prospectus, shall notinure to the benefit of any Indemnified Person if the untrue statement oromission of material fact contained in the preliminary prospectus was correctedon a timely basis in the prospectus, as then amended or supplemented, suchcorrected prospectus was timely made available by the Company pursuant to Section 3(c) hereof,and the Indemnified Person was promptly advised in writing not to use theincorrect prospectus prior to the use giving rise to a Violation and such

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### Indemnified Person,notwithstanding such advice, used it. Such indemnity shall remain in full forceand effect regardless of any investigation made by or on behalf of theIndemnified Person.

### **b.            **In connection with any Registration Statementin which the Investor are participating, the Investor agrees to indemnify, holdharmless and defend, to the same extent and in the same manner set forth in Section 6(a),the Company, each of its directors, each of its officers who signs theRegistration Statement, each person, if any, who controls the Company withinthe meaning of the 1933 Act or the 1934 Act, any underwriter and any othershareholder selling securities pursuant to the Registration Statement or any ofits directors or officers or any person who controls such shareholder orunderwriter within the meaning of the 1933 Act or the 1934 Act (collectivelyand together with an Indemnified Person, an “*IndemnifiedParty*”), against any Claim to which any of them may becomesubject, under the 1933 Act, the 1934 Act or otherwise, insofar as such Claimarises out of or is based upon any Violation by such Investor, in each case tothe extent (and only to the extent) that such Violation occurs in reliance uponand in conformity with written information furnished to the Company by suchInvestor expressly for use in connection with such Registration Statement; and suchInvestor will reimburse any legal or other expenses (promptly as such expensesare incurred and are due and payable) reasonably incurred by them in connectionwith investigating or defending any such Claim; provided, however,that the indemnity agreement contained in this Section 6(b) shall notapply to amounts paid in settlement of any Claim if such settlement is effectedwithout the prior written consent of such Investor, which consent shall not beunreasonably withheld; provided, further, however, that suchInvestor shall be liable under this Agreement (including this Section 6(b) andSection 7) for only that amount as does not exceed the net proceeds to suchInvestor as a result of the sale of Registrable Securities pursuant to suchRegistration Statement. Notwithstanding anything to the contrary containedherein, the indemnification agreement contained in this Section 6(b) withrespect to any preliminary prospectus shall not inure to the benefit of anyIndemnified Party if the untrue statement or omission of material factcontained in the preliminary prospectus was corrected on a timely basis in theprospectus, as then amended or supplemented.

### **c.            **Promptly after receipt by an IndemnifiedPerson or Indemnified Party under this Section 6 of notice of thecommencement of any action (including any governmental action), suchIndemnified Person or Indemnified Party shall, if a Claim in respect thereof isto be made against any indemnifying party under this Section 6, deliver tothe indemnifying party a written notice of the commencement thereof, and theindemnifying party shall have the right to participate in, and, to the extentthe indemnifying party so desires, jointly with any other indemnifying partysimilarly noticed, to assume control of the defense thereof with counselmutually satisfactory to the indemnifying party and the Indemnified Person orthe Indemnified Party, as the case may be; provided, however,that an Indemnified Person or Indemnified Party shall have the right to retainits own counsel with the fees and expenses to be paid by the indemnifyingparty, if, in the reasonable opinion of counsel retained by the indemnifyingparty, the representation by such counsel of the Indemnified Person orIndemnified Party and the indemnifying party would be inappropriate due toactual or potential differing interests between such Indemnified Person orIndemnified Party and any other party represented by such counsel in suchproceeding. The indemnifying party shall pay for only one separate legalcounsel for the Indemnified Persons or the Indemnified Parties, as applicable,and such legal counsel shall be selected by the Investor if the Investor isentitled to indemnification

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### hereunder, or the Company,if the Company is entitled to indemnification hereunder, as applicable. Thefailure to deliver written notice to the indemnifying party within a reasonabletime of the commencement of any such action shall not relieve such indemnifyingparty of any liability to the Indemnified Person or Indemnified Party underthis Section 6, except to the extent that the indemnifying party isactually prejudiced in its ability to defend such action. The indemnificationrequired by this Section 6 shall be made by periodic payments of theamount thereof during the course of the investigation or defense, as suchexpense, loss, damage or liability is incurred and is due and payable.

## **7.             CONTRIBUTION.**

Tothe extent any indemnification by an indemnifying party is prohibited orlimited by law, the indemnifying party agrees to make the maximum contributionwith respect to any amounts for which it would otherwise be liable under Section 6to the fullest extent permitted by law; provided, however, that (i) nocontribution shall be made under circumstances where the maker would not havebeen liable for indemnification under the fault standards set forth in Section 6,(ii) no seller of Registrable Securities guilty of fraudulentmisrepresentation (within the meaning of Section 11(f) of the 1933Act) shall be entitled to contribution from any seller of RegistrableSecurities who was not guilty of such fraudulent misrepresentation, and (iii)contribution(together with any indemnification or other obligations under this Agreement)by any seller of Registrable Securities shall be limited in amount to the netamount of proceeds received by such seller from the sale of such RegistrableSecurities.

## **8.             REPORTSUNDER THE 1934 ACT.**

Witha view to making available to the Investor the benefits of Rule 144promulgated under the 1933 Act or any other similar rule or regulation ofthe SEC that may at any time permit the Investor to sell securities of theCompany to the public without registration (“*Rule 144*”),the Company agrees to:

### **a.            **make and keep public information available,as those terms are understood and defined in Rule 144;

### **b.            **file with the SEC in a timely manner allreports and other documents required of the Company under the 1933 Act and the1934 Act so long as the Company remains subject to such requirements and thefiling of such reports and other documents is required for the applicableprovisions of Rule 144; and

### **c.            **furnish to the Investor so long as the Investorowns Registrable Securities, promptly upon request, (i) a writtenstatement by the Company that it has complied with the reporting requirementsof Rule 144, the 1933 Act and the 1934 Act, (ii) a copy of the mostrecent annual or quarterly report of the Company and such other reports anddocuments so filed by the Company, and (iii) such other information as maybe reasonably requested to permit the Investor to sell such securities pursuantto Rule 144 without registration.

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**9.             ASSIGNMENT OF REGISTRATIONRIGHTS.**

Therights under this Agreement shall be automatically assignable by the Investorto any transferee of all or any portion of the Note if: (i) the Investoragrees in writing with the transferee or assignee to assign such rights, and acopy of such agreement is furnished to the Company within a reasonable timeafter such assignment, (ii) the Company is, within a reasonable time aftersuch transfer or assignment, furnished with written notice of the name andaddress of such transferee or assignee, (iii) at or before the time theCompany receives the written notice contemplated by clause (ii) of thissentence, the transferee or assignee agrees in writing with the Company to bebound by all of the provisions contained herein, and (iv) such transfereeshall be an “*accredited investor*” as thatterm defined in Rule 501 of Regulation D promulgated under the 1933 Act.

## **10.          AMENDMENTOF REGISTRATION RIGHTS.**

Provisionsof this Agreement may be amended and the observance thereof may be waived(either generally or in a particular instance and either retroactively orprospectively), only with written consent of the Company and the Investor. Anyamendment or waiver effected in accordance with this Section 10 shall bebinding upon the Investor and the Company.

## **11.          MISCELLANEOUS.**

### **a.            **A person or entity is deemed to be a holderof Registrable Securities whenever such person or entity owns of record suchRegistrable Securities. If the Company receives conflicting instructions,notices or elections from two or more persons or entities with respect to thesame Registrable Securities, the Company shall act upon the basis ofinstructions, notice or election received from the registered owner of suchRegistrable Securities.

### **b.            **All notices and other communications hereundershall be in writing or by telecopy, and shall be deemed to have been duly madewhen delivered in person or sent by telecopy, same day or overnight courier, or72 hours after having been deposited in the United States registered orcertified mail return receipt requested, postage prepaid, to a party at theaddress set forth below (which may be changed in accordance with these noticeprocedures):

If tothe Company:

Earth Biofuels, Inc.

3001 Knox Street, Suite 403

Dallas, TX 75205

Fax Number: (214) 389-9805

Attention:  Chief Executive Officer

With acopy to:

Roger A. Crabb

Scheef & Stone, LLP

5956 Sherry Lane, Suite 1400

Dallas, TX 75225

Faxnumber:  (214) 706-4242

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If to the Investor:

Tom Groos

161 Ottawa St. NW, Suite 502

Grand Rapids, Michigan 49503

Fax number: (616)831-6454

### **c.            **Failure of any party to exercise any right orremedy under this Agreement or otherwise, or delay by a party in exercisingsuch right or remedy, shall not operate as a waiver thereof.

### **d.            ** This Agreement shall be governed by and construedin accordance with the laws of the State of Texas. In the event of a disputeinvolving this Agreement or any other instruments executed in connectionherewith, the parties irrevocably agree that exclusive venue for such disputeshall lie in any court of competent jurisdiction in Dallas County, Texas, andthe parties waive any claim that such forum is inappropriate or inconvenient.

### **e.            **In the event that any provision of thisAgreement is invalid or unenforceable under any applicable statute or rule oflaw, then such provision shall be deemed inoperative to the extent that it mayconflict therewith and shall be deemed modified to conform with such statute orrule of law. Any provision hereof which may prove invalid or unenforceableunder any law shall not affect the validity or enforceability of any otherprovision hereof.

### **f.             **This Agreement constitutes the entireagreement among the parties hereto with respect to the subject matter hereof. Thereare no restrictions, promises, warranties or undertakings, other than those setforth or referred to herein and therein. This Agreement supersedes all prioragreements and understandings among the parties hereto with respect to thesubject matter hereof.

### **g.            **Subject to the requirements of Section 9hereof, this Agreement shall be binding upon and inure to the benefit of theparties and their successors and assigns.

### **h.            **The headings in this Agreement are forconvenience of reference only and shall not form part of, or affect theinterpretation of, this Agreement.

### **i.             **This Agreement may be executed in two or morecounterparts, each of which shall be deemed an original but all of which shallconstitute one and the same agreement and shall become effective whencounterparts have been signed by each party and delivered to the other parties.This Agreement, once executed by a party, may be delivered to the other partieshereto by facsimile transmission of a copy of this Agreement bearing thesignature of the party so delivering this Agreement.

### **j.             **Each party shall do and perform, or cause tobe done and performed, all such further acts and things, and shall execute anddeliver all such other agreements, certificates, instruments and documents, asthe other parties may reasonably request in order to carry out the intent andaccomplish the purposes of this Agreement and the consummation of thetransactions contemplated hereby.

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**INWITNESS WHEREOF,** the Company and the Investor have causedthis Agreement to be duly executed as of the date first above written.

 
| **EARTH BIOFUELS, INC.** |
|--------------------------|
|                     |
|                     |
| By:                      | /s/ DENNIS G.  MCLAUGHLIN, III |   |
| Name:                    | Dennis G.  McLaughlin, III |
| Title:                   | Chief Executive Officer |
|                     |
|                     |
| **TOM GROOS**            |
|                     |
|                     |
| /s/ TOM GROOS            |   |
| Tom Groos, individually  |
|                          |  |  |  |

 

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