**EXHIBIT10.22**

NEITHERTHIS NOTE NOR THE SECURITIES ISSUABLE UPON CONVERSION HEREOF HAVE BEENREGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATESECURITIES LAWS, AND MAY NOT BE TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF INTHE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT WITH RESPECT TO THISSECURITY, FILED AND MADE EFFECTIVE UNDER THE SECURITIES ACT OF 1933, ASAMENDED, AND SUCH APPLICABLE STATE SECURITIES LAWS, OR (B) AN OPINION OFCOUNSEL ADDRESSED AND SATISFACTORY TO THE ISSUER TO THE EFFECT THATREGISTRATION UNDER SUCH ACT AND SUCH APPLICABLE STATE SECURITIES LAWS IS NOTREQUIRED.

**CONVERTIBLE SECURED PROMISSORY NOTE — BRIDGE LOAN**
| $1,000,000.00 |   | Dallas,  Texas, May 4, 2006 |
|---------------|--------|-----------------------------|

 

**FOR VALUE RECEIVED**,**EARTH BIOFUELS, INC.**, a Delaware corporationhaving its principal place of business at 3001 Knox Street — Suite 403, Dallas,Texas 75205-7305 (“Borrower”), hereby covenants and promises to pay to **GREENWICH POWER, L.L.C.**, a Delawarelimited liability company having its principal place of business at 537Steamboat Road, Greenwich, Connecticut 06830-7153 (“Lender”), or order, at Lender’saddress first above written or at such other address as Lender may designate inwriting, ONE MILLION AND NO/100 ($1,000,000.00) DOLLARS, lawful money of theUnited States of America, together with simple interest thereon computed fromthe date hereof at the rate of seven (7%) percent per annum, which principaland interest shall be payable thirty (30) days after demand.

**Borrower covenants andagrees with Lender as follows:**

*1.*Borrower will pay the indebtedness evidenced bythis Note as provided herein.

*2.* In the event of a defaulthereunder, Lender shall have all rights and remedies of a secured partyprovided by the Uniform Commercial Code in effect in the State of Delaware.

*3.*In the event any payment due hereunder shall notbe paid on the date when due, such payment shall bear interest at the lesser ofeighteen (18%) percent per annum or the highest lawful rate permitted underapplicable law, from the date when such payment was due until paid. Inaddition, Borrower shall pay a late payment premium of five (5%) percent of anyprincipal or interest payment made more than three (3) days after the due datethereof, which premium shall be paid with such late payment. This paragraphshall not be deemed to extend or otherwise modify or amend the date when suchpayments are due hereunder. The obligations of Borrower under this Note aresubject to the limitation that payments of interest shall not be required tothe extent that the charging of or the receipt of any such payment by Lender ofthis Note would be contrary to the provisions of law applicable to Lender ofthis

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Notelimiting the maximum rate of interest which may be charged or collected by Lenderof this Note.

*4.*Borrower shall have the right to prepay theindebtedness evidenced by this Note, in whole or in part, without penalty, atany time upon giving Lender notice of Borrower’s intention to prepay ashereinafter set forth.

*5.* At any time after the date hereof until thisNote is no longer outstanding, this Note shall be convertible into shares of Borrower’scommon stock, $0.001 par value (“Common Stock”) at the option of Lender, inwhole or in part, at any time and from time to time, at a conversion price (the“Conversion Price”) equal to $1.086 per share, as the same may be adjusted as hereinafterprovided. The conversion of this Note shall be subject to the following terms:

a.               Lender shall effect conversions by delivering to Borrowera notice specifying the principal amount and accrued interest of this Note tobe converted and the date on which such conversion is to be effected (a “ConversionDate”). If no Conversion Date is specified in the notice, the Conversion Dateshall be the date that such notice is provided hereunder. Any notice ofconversion of this Note may, at the election of the holder hereof, be stated tobe effective upon the future effectiveness of a registration statement withrespect to the Conversion Shares. To effect conversions hereunder, Lender shallnot be required to physically surrender this Note to Borrower unless the entireprincipal amount of this Note plus all accrued and unpaid interest hereon hasbeen so converted.

b.              The number of shares of Common Stock issuableupon a conversion hereunder “Conversion Shares”) shall be the quotient obtainedby dividing (i) the outstanding principal amount and accrued interest of thisNote to be converted by (ii) the Conversion Price.

c.               Not later than three business days after anyConversion Date, Borrower will deliver or cause to be delivered to Lender acertificate or certificates representing the Conversion Shares. Borrower shall,if available and if allowed under applicable securities laws, use its bestefforts to deliver any certificate or certificates required to be delivered by Borrowerunder this paragraph electronically through the Depository Trust Corporation oranother established clearing corporation performing similar functions. If suchcertificate or certificates are not delivered to or as directed by Lender bythe third business day after a Conversion Date, Lender shall be entitled bywritten notice to Borrower at any time on or before its receipt of suchcertificate or certificates thereafter, to rescind such conversion, in whichevent Borrower shall immediately return this Note. Moreover, if Borrower failsfor any reason to deliver to Lender such certificate or certificates by thethird business day after the Conversion Date, Borrower shall pay to Lender, incash, as liquidated damages and not as a penalty, for each $1,000 of principalamount being converted, $10 per business day (increasing to $20 per business dayafter ten business days after such damages

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beginto accrue) for each business day until such certificates are delivered. Borrower’sobligations to issue and deliver the Conversion Shares upon conversion of thisNote in accordance with the terms hereof are absolute and unconditional,irrespective of any action or inaction by Lender to enforce the same, anywaiver or consent with respect to any provision hereof, the recovery of anyjudgment against any person or any action to enforce the same, or any setoff,counterclaim, recoupment, limitation or termination, or any breach or allegedbreach by Lender or any other person of any obligation to Borrower or anyviolation or alleged violation of law by Lender or any other person, andirrespective of any other circumstance which might otherwise limit such obligationof Borrower to Lender in connection with the issuance of such ConversionShares. In the event that Lender shall elect to convert any or all of theoutstanding principal and accrued interest hereof, Borrower may not refuseconversion based on any claim that Lender or anyone associated or affiliatedwith Lender has been engaged in any violation of law, agreement or for anyother reason, unless an injunction from a court, on notice, restraining and orenjoining conversion of all or part of this Note shall have been sought and obtainedand Borrower posts a surety bond for the benefit of Lender in the amount of150% of the principal amount of this Note outstanding, which is subject to theinjunction, which bond shall remain in effect until the completion oflitigation of the dispute and the proceeds of which shall be payable to Lenderto the extent it obtains judgment. In the absence of an injunction precludingthe same, Borrower shall issue Conversion Shares upon a properly noticedconversion. Nothing herein shall limit Lender’s right to pursue additional remediesfor Borrower’s failure to deliver Conversion Shares within the period specifiedherein, and Lender shall have the right to pursue all remedies available to itat law or in equity including without limitation a decree of specific performanceand/or injunctive relief. The exercise of any such rights shall not prohibit Lenderfrom seeking to enforce damages pursuant to any other provision hereof or underapplicable law. In the alternative and at Lender’s election, if Borrower failsfor any reason to deliver to Lender such certificate or certificates by thethird business day after the Conversion Date, and if after such third business dayLender is required by its brokerage firm to purchase (in an open markettransaction or otherwise) Common Stock to deliver in satisfaction of a sale by Lenderof the Conversion Shares which Lender anticipated receiving upon suchconversion (a “Buy-In”), then Borrower shall (i) pay in cash to Lender (in additionto any other remedies available to or elected by Lender) the amount by which(x) Lender’s total purchase price (including brokerage commissions, if any) forthe Common Stock so purchased exceeds (y) the product of (1) the aggregatenumber of shares of Common Stock that such Lender anticipated receiving fromthe conversion at issue multiplied by (2) the actual sale price of the CommonStock at the time of the sale (including brokerage commissions, if any) givingrise to such purchase obligation and (ii) at

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theoption of Lender, either reissue Notes in principal amount equal to the principalamount of the attempted conversion or deliver to Lender the number of shares ofCommon Stock that would have been issued had Borrower timely complied with itsdelivery requirements hereunder.

d.              Borrower covenants that it will at all timesreserve and keep available out of its authorized and unissued shares of CommonStock solely for the purpose of issuance upon conversion of the Notes, asherein provided, free from preemptive rights or any other actual contingentpurchase rights of persons other than Lender not less than such number ofshares of the Common Stock as shall be issuable upon the conversion of theoutstanding principal and accrued interest amount of this Note.  Borrower covenants that all shares of CommonStock that shall be so issuable shall, upon issue, be duly and validlyauthorized, issued and fully paid, nonassessable and, if a registration statementis then effective under the Securities Act, registered for public sale inaccordance with such registration statement.

e.               Upon a conversion hereunder Borrower shall not berequired to issue stock certificates representing fractions of shares of theCommon Stock but Lender shall be entitled to receive, in lieu of the finalfraction of a share, one whole share of Common Stock.

f.                 The issuance of certificates for shares of theCommon Stock on conversion of this Note shall be made without charge to Lenderhereof for any documentary stamp or similar taxes that may be payable inrespect of the issue or delivery of such certificate.

g.              If Borrower, at any time while this Note isoutstanding: (i) pays a stock dividend or otherwise makes a distribution ordistributions on shares of its Common Stock or any other equity or equityequivalent securities payable in shares of Common Stock, (ii) subdividesoutstanding shares of Common Stock into a larger number of shares, (iii)combines (including by way of reverse stock split) outstanding shares of CommonStock into a smaller number of shares, or (iv) issues by reclassification ofshares of the Common Stock any shares of capital stock of Borrower, then theConversion Price shall be multiplied by a fraction of which the numerator shallbe the number of shares of Common Stock (excluding treasury shares, if any)outstanding immediately before such event and of which the denominator shall bethe number of shares of Common Stock outstanding immediately after such event.

h.              If Borrower or any subsidiary thereof, asapplicable, at any time while this Note is outstanding, shall sell, grant anyoption to purchase or offer, sell or grant any right to reprice its securities,or otherwise dispose of or issue any Common Stock or Common Stock equivalentsentitling any person to acquire shares of Common Stock, at an effective priceper share less than the then Conversion Price (such lower price, the “BaseConversion Price,” and such 

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issuancescollectively, a “Dilutive Issuance”), as adjusted hereunder, then theConversion Price shall be reduced to equal the Base Conversion Price. Suchadjustment shall be made whenever such Common Stock or Common Stock Equivalentsare issued.  Anything in this Note to thecontrary notwithstanding, Borrower shall not be required to make any adjustmentto the Conversion Price in connection with (i) securities issued pursuant tothe conversion or exercise of convertible or exercisable securities issued oroutstanding on or prior to the date hereof, (ii) the shares of Common Stockissuable upon the exercise of warrants issued to Lender, (iii) Common Stockissued or options to purchase Common Stock granted or issued pursuant toBorrower’s stock option and award plans, or (iv) an anticipated issuance ofsecurities of Borrower in connection with Borrower’s investment in anagricultural conglomerate, provided such issuances do not exceed 7,500,000shares (with any increase therein to be approved by Lender, such approval notto be unreasonably withheld).

i.                  If Borrower, at any time while this Note isoutstanding, shall distribute to all holders of Common Stock (and not to Lenderunder this Note) evidences of its indebtedness or assets (including cash andcash dividends) or rights or warrants to subscribe for or purchase any security,then in each such case the Conversion Price shall be adjusted by multiplyingsuch Conversion Price in effect immediately prior to the record date fixed fordetermination of stockholders entitled to receive such distribution by afraction of which the denominator shall be the volume weighted average price ofthe Common Stock for such date (or the nearest preceding date) determined as ofthe record date mentioned above, and of which the numerator shall be such volumeweighted average price on such record date less the then fair market value atsuch record date of the portion of such assets or evidence of indebtedness sodistributed applicable to one outstanding share of the Common Stock asdetermined by the board of directors of Borrower in good faith.

j.                  If, at any time while this Note is outstanding, (i)Borrower effects any merger or consolidation of Borrower with or into another entity,(ii) Borrower effects any sale of all or substantially all of its assets in oneor a series of related transactions, (iii) any tender offer or exchange offer(whether by Borrower or another person) is completed pursuant to which holdersof Common Stock are permitted to tender or exchange their shares for othersecurities, cash or property, or (iv) Borrower effects any reclassification ofthe Common Stock or any compulsory share exchange pursuant to which the CommonStock is effectively converted into or exchanged for other securities, cash orproperty (any such case, a “Fundamental Transaction”), then upon any subsequentconversion of this Note, Lender shall have the right to receive, for eachConversion Share that would have been issuable upon such conversion immediatelyprior to the occurrence of such Fundamental Transaction, the same kind andamount 

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ofsecurities, cash or property as it would have been entitled to receive upon theoccurrence of such Fundamental Transaction if it had been, immediately prior tosuch Fundamental Transaction, the holder of one share of Common Stock.

k.               Whenever the Conversion Price is adjusted asherein provided, Borrower shall promptly mail to Lender a notice setting forththe Conversion Price after such adjustment and setting forth a brief statementof the facts requiring such adjustment.

l.                  If (i) Borrower shall declare a dividend (or anyother distribution) on the Common Stock; (ii) Borrower shall declare a specialnonrecurring cash dividend on or a redemption of the Common Stock; (iii)Borrower shall authorize the granting to all holders of the Common Stock rightsor warrants to subscribe for or purchase any shares of capital stock of anyclass or of any rights; (iv) the approval of any stockholders of Borrower shallbe required in connection with any reclassification of the Common Stock, anyconsolidation or merger to which Borrower is a party, any sale or transfer ofall or substantially all of the assets of Borrower, of any compulsory share exchangewhereby the Common Stock is converted into other securities, cash or property;(v) Borrower shall authorize the voluntary or involuntary dissolution,liquidation or winding up of the affairs of Borrower; or (vi) Borrower intendsto pay all or any portion of the principal or accrued interest of this Note, then,in each case, Borrower shall cause to be filed at each office or agencymaintained for the purpose of conversion of this Note, and shall cause to bemailed to Lender, at least ten calendar days prior to the applicable record oreffective date hereinafter specified, a notice stating (x) the date on which arecord is to be taken for the purpose of such dividend, distribution, redemption,rights or warrants, or if a record is not to be taken, the date as of which holdersof the Common Stock of record to be entitled to such dividend, distributions,redemption, rights or warrants are to be determined or (y) the date on whichsuch reclassification, consolidation, merger, sale, transfer or share exchangeis expected to become effective or close, and the date as of which it isexpected that holders of the Common Stock of record shall be entitled toexchange their shares of the Common Stock for securities, cash or otherproperty deliverable upon such reclassification, consolidation, merger, sale,transfer or share exchange. Lender is entitled to convert this Note during the ten-dayperiod commencing the date of such notice to the effective date of the eventtriggering such notice.

m.            Upon conversion of this Note in whole or in anypart, Borrower shall take whatever action is necessary such that the Holdershall be entitled to exercise, together with all other holders of registrableshares possessing registration rights under the Registration Rights Agreementbetween the parties of even date herewith, the rights of registration grantedunder the Registration Rights Agreement to the holders of such Common Stock.

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*6.*Borrower, and all guarantors, endorsers andsureties of this Note, hereby waive presentment for payment, demand, protest,notice of protest, notice of nonpayment, and notice of dishonor of this Note. Borrowerand all guarantors, endorsers and sureties consent that Lender at any time mayextend the time of payment of all or any part of the indebtedness securedhereby, or may grant any other indulgences.

*7.*Any notice or demand required or permitted to bemade or given hereunder shall be deemed sufficiently made and given if given bypersonal service or by the mailing of such notice or demand by certified orregistered mail, return receipt requested, or by overnight courier serviceproviding for proof of delivery, addressed, if to Borrower, at Borrower’s addressfirst above written, with a copy to Roger A. Crabb, Esq., Scheef & Stone,L.L.P., 5956 Sherry Lane — Suite 1400, Dallas, Texas 75225-8031; or if to Lender,at Lender’s address first above written, with a copy in like manner to HilaryB. Miller, Esq., 112 Parsonage Road, Greenwich, Connecticut 06830-3942. Eitherparty may change its address by like notice to the other party.

*8.*Borrower shall pay all costs and expenses ofcollection of the indebtedness represented by this Note, and all costs andexpenses of enforcing Borrower’s other obligation sunder this Note, including ineach case reasonable attorneys’ fees and disbursements.

*9.*If any provision or portion of this Note isdeclared or found by any court or tribunal of competent jurisdiction to beunenforceable or void, such provision shall be deemed severed and stricken fromthis Note, and the remaining provisions and portions hereof shall continue infull force and effect.

*10.*This note arises from a purely commercialtransaction, and the proceeds hereof are not to be used primarily for apersonal, household or consumer purpose.

*11.* No default or failure of Lender under the termsof the Commitment Letter of even date herewith or any other agreement betweenthe parties shall constitute a defense to Borrower’s obligations under thisNote, the same being separate and independent covenants in all respects. Borrowershall unconditionally pay and perform this Note notwithstanding any breach oralleged breach by Lender of any other obligation of Lender to Borrower. Borrowerhereby agrees that it will never assert that it is entitled to an offset,defense or counterclaim, or stay of execution of any judgment, with respect tothis Note based on any act or omission of Lender.

*12.*This Note may not be changed or terminatedorally, but only by an agreement in writing signed by the party against whomenforcement of any change, modification, termination, waiver, or discharge issought. This Note shall be construed and enforced in accordance with the substantivelaws of the State of Delaware without regard to conflict of law principles. Borrowerhereby consents 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 Note. Trial by jury in anyaction, proceeding or counterclaim arising hereunder is hereby waived. Anelectronic facsimile of this Note shall be valid as an original.

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**IN WITNESS WHEREOF**, Borrower has executed this Note on the datefirst above written.
|        |   | EARTH BIOFUELS, INC. |
|--------|--------|----------------------|
|   |   |                 |
|   |   |                 |
|   |   |                 |
|   |   | By:                  | /s/ DENNIS G. MCLAUGHLIN, III |   |
|   |   |                 | Dennis G. McLaughlin, III |
|   |   |                 | Its President |

 

PAYMENT AND ALL PERFORMANCES DUE UNDER THIS NOTE ARE UNCONDITIONALLYGUARANTEED BY APOLLO INTERNATIONAL RESOURCES, INC. PURSUANT TO A SEPARATEINSTRUMENT DELIVERED CONTEMPORANEOUSLY HEREWITH.

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