**EXHIBIT10.64**

July 24, 2006

Earth Biofuels, Inc.

3001 Knox Street, Suite 403

Dallas, Texas 75205

Re:  Earth Biofuels, Inc. (“**the Company**”) – Management Lock-Up Agreement

DearSirs:

In connection with the issuance of a new series of senior convertible notes ofthe Company (the “**Notes**”), whichNotes shall be convertible intoCommon Stock, par value $0.001 per share, of the Company and warrants to acquire additional sharesof Common Stock (each a “**Security**” and collectively, the “**Securities**”), pursuant to the SecuritiesPurchase Agreement entered by and among the Company and the investorsnamed on the Schedule of Buyers attached thereto (the “**Buyers**”),on July 21, 2006 (the “**Securities PurchaseAgreement**”), theundersigned agrees that, commencing on the date hereof and during the periodspecified below (the “**Lock-Up Period”**),the undersigned will not offer, sell, contract to sell, hypothecate, pledge,grant any option to purchase, make any short sale or otherwise dispose of,directly or indirectly, or establish or increase a put equivalent position orliquidate or decrease a call equivalent position within the meaning of Section16 of the Securities and Exchange Act of 1934, as amended (the “**Exchange Act**”) and the rules and regulations of theSecurities and Exchange Commission promulgated thereunder with respect to anyshares of the Company’s common stock, par value $0.001 per share (the “**Common Stock**”), owned directly by the undersigned (includingholding as a custodian) or with respect to which the undersigned has beneficialownership within the rules and regulations of the Securities and ExchangeCommission (collectively the “**Undersigned’sShares**”).

Theforegoing restriction is expressly agreed to preclude the undersigned or anyaffiliate of the undersigned from engaging in any hedging or other transactionwhich is designed to or which reasonably could be expected to lead to or resultin a sale or disposition of the Undersigned’s Shares even if the Undersigned’sShares would be disposed of by someone other than the undersigned.  Such prohibited hedging or other transactionswould include, without limitation, any short sale or any purchase, sale orgrant of any right (including, without limitation, any put or call option) withrespect to any of the Undersigned’s Shares or with respect to any security thatincludes, relates to, or derives any significant part of its value from theUndersigned’s Shares.

TheLock-Up Period will commence on the date hereof and continue until one (1) yearafter the Closing (as defined in the Securities Purchase Agreement); provided,however, that notwithstanding the foregoing, the undersigned shall bepermitted to sell the Undersigned’s Shares at a price greater than $5.80****or, in an underwritten public offering, at a price nolesser than $5.075, with gross proceeds of not less than $65 million.

Notwithstandingthe foregoing, the undersigned may transfer the Undersigned’s Shares (i) as a *bona fide* gift or gifts, provided that the donee or doneesthereof agree to be bound in

3001 knox street ·suite 403 · dallas texas 75205

214.389.9800 ·214.389.9805 facsimile

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writingby the restrictions set forth herein, (ii) to any trust for the direct orindirect benefit of the undersigned or the immediate family of the undersigned,provided that the trustee of the trust agrees to be bound in writing by therestrictions set forth herein, and provided further that any such transfershall not involve a disposition for value, or (iii) if the undersigned is orbecomes subject to the reporting requirements of Section 16 of the ExchangeAct, pursuant to the terms of written trading plans in existence on the datehereof or entered into after the date hereof designed to comply with Rule10b5-1(c) of the Exchange Act, provided no sales or other dispositions mayoccur under such plans until after the closing of trading on the date one (1)year from the Closing.  For purposes ofthis Lock-Up Agreement, “immediate family” shall mean any relationship byblood, marriage or adoption, not more remote than first cousin.  The undersigned now has, and, except ascontemplated by clauses (i) and (ii) above, for the duration of this Lock-UpAgreement will have, good and marketable title to the Undersigned’s Shares,free and clear of all liens, encumbrances, and claims whatsoever.  The undersigned also agrees and consents tothe entry of stop transfer instructions with the Company’s transfer agent andregistrar against the transfer of the Undersigned’s Shares except in compliancewith the foregoing restrictions.

Theundersigned understands and agrees that this Lock-Up Agreement is irrevocableand shall be binding upon the undersigned’s heirs, legal representatives,successors, and assigns.

ThisLock-Up Agreement may be executed in two counterparts, each of which shall bedeemed an original but both of which shall be considered one and the sameinstrument.

ThisLock-Up Agreement will be governed by and construed in accordance with the lawsof the State of New York, without giving effect to any choice of law orconflicting provision or rule (whether of the State of New York, or any otherjurisdiction) that would cause the laws of any jurisdiction other than theState of New York to be applied.  Infurtherance of the foregoing, the internal laws of the State of New York willcontrol the interpretation and construction of this Lock-Up Agreement, even ifunder such jurisdiction’s choice of law or conflict of law analysis, thesubstantive law of some other jurisdiction would ordinarily apply.

The Buyers shall be intended third party beneficiariesof this Agreement to the same extent as if they were parties hereto, and shallbe entitled to enforce the provisions hereof.

 
|   | Very truly yours,              |
|--------|--------------------------------|
|   |                           |
|   |                           |
|   | /s/ DENNIS G.  MCLAUGHLIN, III |   |
|   | Dennis G.  McLaughlin, III     |
|   | Chief Executive  Officer       |

 

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