Exhibit 10.89**PLEDGE AGREEMENT**     THIS PLEDGE AGREEMENT (the “***Agreement***”) dated as of January 18th, 2007, is made byEARTH BIOFUELS, INC., a Delaware corporation (“***Pledgor***”), whose address is 3001 Knox Street, Suite403, Dallas, Texas 75205, in favor of TWO PONDS, INC., a Texas corporation, as LenderRepresentative (“***Lender Representative***”), for the benefit of the Lenders (as defined below).**R****E****C****I****T****A****L****S**     A. Each of Steve Gilcrease, Brad Bryant and Two Ponds, Inc. (each a “***Lender***” and collectively,“***Lenders***”) has extended a Loan (individually a “***Loan***” and collectively the “***Loans***”) to Pledgor inthe amount of $250,000, which Loans are evidenced by four notes, with each payable to each Lenderin the amount of $250,000 (individually a “***Note***” and collectively, the “***Notes***”).     B. Pledgor wishes to provide collateral security for the Secured Indebtedness (as hereinafterdefined) in the form of a pledge of the Collateral (as hereinafter defined), as required by theNotes.     NOW, THEREFORE, in consideration of the premises and of the mutual covenants herein contained,and the direct and indirect material benefit to be received by Pledgor by reason of the Notes,which benefit is hereby expressly acknowledged by Pledgor, Pledgor agrees as follows:**SECTION 1****DEFINITIONS**     **1.1 Certain Terms.**Each capitalized term used herein and defined in the Notes shall have themeaning assigned to it in the Notes, *unless*otherwise defined herein or the context otherwiserequires. In addition, as used herein, the following terms shall, *unless*otherwise indicated, havethe following meanings:     “***Code***” means the Uniform Commercial Code as in effect in the State of Texas.     “***Collateral***” means the assets and interests of Pledgor identified in ***Section 2.1***hereof.     “***Event of Default***” has the meaning assigned to such term in ***Section 6.1***.     “***Partnership***” means (a) Trucker’s Corner, L.P., a Texas limited partnership, as suchpartnership exists or may hereinafter be restated, amended, or restructured, and (b) anypartnership, joint venture, or corporation formed as a result of the restructure, reorganization,or amendment of any of such Partnership.     “***PartnershipAgreement***” means (a) that certain Certificate of Limited Partnership dated as of                    ,      , (b) that certain Agreement of LimitedPartnership of Trucker’s Corner, L.P., dated as of May 18, 2005, as amended by that certain FirstAmendment to Agreement to Limited Partnership, dated as of March 31, 2006, and (c) allmodifications, amendments, or restatements thereof.     “***Pledged Partnership Interests***” means all of Pledgor’s partnership interests, whethergeneral or limited, in form of equity or debt, in the Partnership, including, without limitation(a) all of Pledgor’s right, title, and interest now or hereafter accruing under the PartnershipAgreement with respect to any interest now owned or hereafter acquired or owned by Pledgor in thePartnership, and (b) all distributions,**Pledge Agreement**
 

 
proceeds, fees, preferences, payments, or other benefits, which Pledgor now is or mayhereafter become entitled to receive with respect to such interests in the Partnership and withrespect to the repayment of all loans now or hereafter made by Pledgor to the Partnership, andPledgor’s undivided percentage interest in the assets of the Partnership.     “***Secured Indebtedness***” shall have the meaning assigned to such term in ***Section 2.******1(c)*** hereof.     “***Security Interests***” means the pledge and security interests securing the SecuredIndebtedness, including (a) the pledge and security interest in the Pledged Partnership Interestsgranted in this Agreement, and (b) all other security interests created or assigned as additionalsecurity for the Secured Indebtedness pursuant to the provisions of this Agreement.     **(b) **Whenever the context so requires, the neuter gender includes the masculine and feminine,and the singular number includes the plural, and *vice versa*.**SECTION 2****COLLATERAL AND OBLIGATIONS**     **2.1****Grant of Security Interest****.**     **(a) **As collateral security for the Secured Indebtedness, Pledgor hereby pledges and grants toLender Representative, for the benefit of Lenders, a first priority lien on and security interestin and to, and agrees and acknowledges that Lender Representative has and shall continue to have, asecurity interest in and to, and assigns, transfers, pledges, and conveys to Lender Representative,all of Pledgor’s right, title, and interest in and to the following described collateral (the“***Collateral***”) now owned or hereafter acquired, wherever located, howsoever arising or created, andwhether now existing or hereafter arising, existing, or created:     **(i)**the Pledged Partnership Interests and all rights of Pledgor with respect theretoand all proceeds, income, and profits therefrom;     **(ii)**all of Pledgor’s distribution rights, income rights, liquidation interest,accounts, contract rights, general intangibles, notes, instruments, drafts, and documentsrelating to the Pledged Partnership Interests;     **(iii)**to the extent attributable to the Pledged Partnership Interests, all promissorynotes, notes receivable, accounts, accounts receivable, and instruments owned or held byPledgor or, in which Pledgor owns or holds an interest, evidencing obligations of thePartnership;     **(iv)**all liens, security interests, collateral, property, and assets securing any ofthe promissory notes, notes receivables, instruments, accounts receivable, and other claimsand interests described in ***clause (iii)***above;     **(v)**all books, files, computer records, computer software, electronic information, andother files, records, or information relating to any or all of the foregoing; and     **(vi)**all substitutions, replacements, products, proceeds, income, and profits arisingfrom any of the foregoing, including, without limitation, insurance proceeds.**Pledge Agreement**
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     **(b) **The Security Interests are granted as security only and shall not subject LenderRepresentative, any of the Lenders, or any holder of the Secured Indebtedness to, or transfer or inany way affect or modify, any obligation or liability of Pledgor with respect to any of theCollateral.     **(c) **The Collateral shall secure the following obligations, indebtedness, and liabilities(whether at stated maturity, by acceleration, or otherwise) (all such obligations, indebtedness,and liabilities being hereinafter sometimes called the “***Secured Indebtedness***”):     **(i)**the Loans;     **(ii)**the Obligations;     **(iii)**all reasonable costs and expenses, including, without limitation, all reasonableattorneys’ fees and legal expenses, incurred by Lender Representative or the Lenders topreserve and maintain the Collateral, collect the obligations herein described, and enforceany of the Loan Documents; and     **(iv)**all extensions, renewals, amendments, and modifications of any of the foregoing.     **2.2****Pledgor Remains Liable**. Notwithstanding anything to the contrary containedherein, (a) Pledgor shall remain liable under the Partnership Agreement to the extent set forththerein to perform all of its duties and obligations thereunder to the same extent as if thisAgreement had not been executed, (b) the exercise by Lender Representative of any of its rightshereunder shall not release Pledgor from any of its duties or obligations under the contracts andagreements included in the Collateral, and (c) Lender Representative or the Lenders shall not haveany obligation or liability under the Partnership Agreement by reason of this Agreement, nor shallLender Representative be obligated to perform any of the obligations or duties of Pledgorthereunder or to take any action to collect or enforce any claim for payment assigned hereunder.**SECTION 3**