**EXHIBIT10.24**

**UNCONDITIONALGUARANTY OF PAYMENT AND PERFORMANCE**

WHEREAS, pursuant to the Convertible Secured PromissoryNote — Bridge Loan (the “Note”), Warrant to Purchase Shares of Common Stock andRegistration Rights Agreement being entered into concurrently herewith betweenEarth Biofuels, Inc. (“Borrower”) and Greenwich Power, L.L.C. (“Lender”) (such Note,Warrant and Agreement are hereinafter collectively referred to as the “Agreements”),the undersigned (“Guarantor”) will receive substantial economic benefits, andGuarantor has requested that Lender enter into the Agreements with Borrower;and Lender is willing to enter into the Agreements but only upon the condition,among others, that Guarantor shall have executed and delivered this Guaranty toLender.

NOW, THEREFORE, in consideration of the foregoingrecitals and of the mutual covenants contained in this Guaranty and for othergood and valuable consideration, the receipt of which is hereby acknowledged,the parties agree as follows:

*1.* To induce Lender to advancefunds to Borrower upon the terms and conditions set forth in the Note, and inconsideration thereof, Guarantor hereby unconditionally and irrevocablyguaranties to Lender, and to its successors, endorsees, transferees, andassignees, Borrower’s prompt and complete payment when due, whether at thestated maturity, by acceleration or otherwise, of Borrower’s obligations underthe Note, and Borrower’s prompt and complete performance of all of its othercovenants, obligations and agreements contained in the Note and the other Agreements.

*2.* This is intended to be andshall be construed as a continuing guaranty and shall remain in full force andeffect and shall be binding in accordance with and to the extent of its termsupon Guarantor and its successors and assigns, and shall inure to the benefitof Lender and its successors, endorsees, transferees and assigns.

*3.* If all or any parts of the obligationsof Borrower to Lender are not paid when due, Guarantor hereby guarantees thatit will pay the same to Lender, upon demand, without setoff or counterclaim andwithout reduction by reason of any taxes, levies, imposts, charges andwithholdings, restrictions or conditions of any nature that are now or mayhereafter be imposed, levied or assessed by any country, political subdivisionor taxing authority, all of which will be for the account of and paid byGuarantor, and Lender need not first proceed to preserve, utilize or exhaustany other rights or remedy against Borrower or other guarantor or any securitythat Lender may have to obtain payment. The payment shall be made in cash, bankcheck or immediately available funds at Lender’s office at 537 Steamboat Road,Greenwich, Connecticut 06830-7153 or at such other place as Lender maydesignate in writing.

*4.* Guarantor hereby waives noticeof the acceptance of this Guaranty and of the transactions as above specifiedand the state of Borrower’s account at any time, and expressly agrees to anyextensions, renewals, accelerations or modifications of any of the terms of theAgreements or any of them, and waives diligence, presentment, demand, protestor notice, whether of non-payment, dishonor, protest or otherwise, of anydocument or documents and notice of any extension, renewal, modification ordefault and assents to the release, substitution 

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or variation of anycollateral that may at any time be held as security for the Note, all withoutrelieving Guarantor of any liability under this Guaranty. The obligations ofGuarantor under this Guaranty shall be an unconditional obligation to makeprompt payment and performance to Lender irrespective of the genuineness,validity, regularity or enforceability of any indebtedness or evidence ofindebtedness of Borrower to Lender or of other circumstances that might otherwiseunder the laws of any jurisdiction constitute a legal or equitable discharge ofa surety or a guarantor or a bar (in the nature of a moratorium or otherwise)to the enforcement of Lender’s rights either (i) against Borrower on all or anypart of its obligations under the Agreements or (ii) under this Guaranty.

*5.* Notwithstanding any payment orpayments made by Guarantor under this Guaranty or any setoff or application offunds of Guarantor by Lender, Guarantor shall not be entitled to be subrogatedto any of the rights of Lender against Borrower or any collateral security orguarantee or right of offset held by Lender for the payment or performance ofthe obligations of Borrower, nor shall Guarantor seek any reimbursement fromBorrower in respect of payments made by Guarantor under this Guaranty, untilall amounts then owing and any other performance then due to Lender by Borrowerfor or on account of the obligations of Borrower to Lender are irrevocably paidand satisfied in full.

*6.* Any indebtedness of Borrowernow or hereafter owed to or held by Guarantor is hereby subordinated to theindebtedness of Borrower to Lender; and such indebtedness of Borrower to Guarantorif Lender so requests shall be collected, enforced and received by Guarantor astrustee for Lender and be paid over to Lender on account of the indebtedness ofBorrower to Lender but without reducing or affecting in any manner theliability of Guarantor under the other provisions of this Guaranty.

*7.* No failure to exercise and nodelay in exercising, on the part of Lender, any right, power or privilege underthis Guaranty shall operate as a waiver of right, power or privilege, nor shallany single or partial exercise of any right, power or privilege preclude anyother or further exercise of the right, power or privilege, or the exercise ofany other power or right.  The rights andremedies provided in this Guaranty are cumulative and not exclusive of anyrights or remedies provided by law.

*8.*Any notice or demand requiredor permitted to be made or given hereunder shall be deemed sufficiently madeand given if given by personal service or by the mailing of such notice ordemand by certified or registered mail, return receipt requested, or byovernight courier service providing for proof of delivery, addressed to theparties at their respective last known addresses and, if to Guarantor, with acopy to Roger A. Crabb, Esq., Scheef & Stone, L.L.P., 5956 Sherry Lane —Suite 1400, Dallas, Texas 75225-8031; or if to Lender, with a copy to Hilary B.Miller, Esq., 112 Parsonage Road, Greenwich, Connecticut 06830-3942. Eitherparty may change its address by like notice to the other party.

*9.* Guarantor hereby represents,warrants, and covenants to Lender that: (a) except as disclosed to Lender inwriting prior in the execution of this Guaranty, no action, suit, investigationor proceeding is pending or known to be threatened against or affectingGuarantor that, if adversely determined, would have a material adverse effectupon its financial condition;

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(b) Guarantor is not indefault under any indenture relating to borrowed money, any agreement to which itis a party or by which it is bound, any other indenture, or any order,regulation, ruling or requirement of a court or public body or authority bywhich it is bound, which default would have a material adverse effect on thefinancial position of Guarantor; and (c) no license, consent or approval of, orfiling with, any governmental body or other regulatory authority is requiredfor the making and performance of, or any instrument or transaction contemplatedby, this Guaranty.

*10.* No provision of this Guarantyshall be waived, amended or supplemented except by a written instrumentexecuted by Lender.

*11.* The obligations of Guarantorunder this Guaranty shall continue in full force and effect and shall remain inoperation until all of the obligations of Borrower under the Agreements shallhave been paid in full or otherwise fully satisfied, and continue to be effectiveor be reinstated, as the case may be, if at any time payment or othersatisfaction of any of such obligations is rescinded or must otherwise berestored or returned upon the bankruptcy, insolvency, or reorganization of Borrower,or otherwise, as though such payment had not been made or other satisfactionoccurred. No invalidity, irregularity or unenforceability by reason of applicablebankruptcy laws or any other similar law, or any law or order of any governmentor government agency purporting to reduce, amend or otherwise affect, the obligationsof Borrower shall impair, affect, be a defense to or claim against theobligations of Guarantor under this Guaranty.

*12.* In addition to its guarantyof Borrower’s payment of the obligations of Borrower under the Note andBorrower’s performance of all covenants, obligations and agreements containedin the Agreements, Guarantor shall pay all actual costs and expenses (includingreasonable attorneys’ fees) paid or incurred by Lender in connection with theenforcement of this Guaranty.

*13.* Guarantor hereby agrees toexecute any and all further documents, agreements, and instruments, and takeall further actions, that Lender shall reasonably request to effectuate orfurther preserve, evidence, perfect the rights purported to be created in favorof Lender under this Guaranty. Guarantor hereby assumes responsibility forkeeping itself informed of the financial condition of Borrower, and any and allendorsers and/or other guarantors of any instrument or document evidencing allor any part of the obligations of Borrower, and of all other circumstancesbearing upon the risk of nonpayment of the Note, or any part of the obligationsof Borrower, that diligent inquiry would reveal, and Guarantor hereby agreesthat Lender shall have no duty to advise Guarantor of information known toLender regarding such condition or any such circumstances. If Lender, in itssole discretion, undertakes at any time or from time to time to provide anysuch information to Guarantor, Lender shall be under no obligation (i) toundertake any investigation not a part of its regular business routine, (ii) todisclose any information that pursuant to accepted or reasonable commercialfinance practices, Lender wishes to maintain confidential, or (iii) to make anyother or future disclosures of such information or any other information toGuarantor.

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*14.* Guarantor hereby grants toLender a security interest in the Guaranty Collateral to secure the full andprompt payment and performance of all of Guarantor’s obligations under thisGuaranty. Guarantor represents and warrants to Lender that it is the sole ownerof the Guaranty Collateral, free and clear of all liens, claims and encumbrances.For purposes of this Guaranty, “Guaranty Collateral” means certificates for10,000,000 shares of common stock, $0.001 par value, of Borrower, registered inthe name of Guarantor, which certificates are being delivered to Lender’scounsel, duly endorsed for transfer in blank with signatures guaranteed, to beheld in escrow by such counsel pending the full performance of the aforesaidobligations of Guarantor. Guarantor shall from time to time execute and deliverto Lender, at the request of Lender, all documents that Lender may reasonablyrequest, in form satisfactory to Lender, to perfect and continue perfectedLender’s security interest in the Guaranty Collateral and in order to fullyconsummate all of the transactions contemplated hereunder. In the event of adefault hereunder, Lender shall have all rights and remedies of a secured partyprovided by the Uniform Commercial Code in effect in the State of Delaware.

*15.*This Guaranty shall beconstrued and enforced in accordance with the substantive laws of the State ofDelaware without regard to conflict of law principles. Each party herebyconsents and submits to the exclusive personal and subject matter jurisdictionof the state and federal courts located in New York County, New York forpurposes of any action or proceeding related to this Guaranty. Trial by jury inany action arising, proceeding or counterclaim arising hereunder or withrespect hereto is hereby waived.

IN WITNESS WHEREOF, intending to be legally bound, andintending that this Guaranty shall constitute as instrument executed underseal, the Guarantor has caused this Guaranty to be executed as of May 4, 2006.
|        |   | APOLLO INTERNATIONAL RESOURCES, INC. |
|--------|--------|--------------------------------------|
|   |   |                                 |
|   |   |                                 |
|   |   | By:                                  | /s/ DENNIS G. MCLAUGHLIN, III |   |
|   |   |                                 | Dennis G.  McLaughlin, III |
|   |   |                                 | Its President |

 

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