**EXHIBIT 10.58**

**REGISTRATION RIGHTS AGREEMENT**

THISREGISTRATION RIGHTS AGREEMENT (“Agreement”) is made and entered into as of the 21stday of July, 2006, by and between **APOLLORESOURCES INTERNATIONAL, INC.**,a Utah corporation having its principal place of business at 3001 Knox Street —Suite 403, Dallas, Texas 75205-7305 (the “Company”), and **GREENWICHPOWER II, L.L.C.**, a Dela­ware limited liability company havingits principal place of business at 537 Steamboat Road, Greenwich, Connecticut06830-7153 (the “Holder”).

RECITALS:

A.Contemporaneously with the execution hereof, the Holder is purchasing from theCompany (i) $8,000,000 principal amount of the Company’s 7% notes, which notesare exchangeable into common stock, $0.001 par value (the “Common Stock”) ofEarth Biofuels, Inc. (“Earth”) as therein provided, and (ii) an optionagreement to purchase 8,000,000 (subject to adjustment) shares of Earth CommonStock from the Company (the shares of Common Stock deliverable upon conversionof the said notes and upon exercise of the said option agreement arehereinafter referred to as the “Shares”).

B.The Holder has requested, and the Company has agreed, as a condition to theHolder’s obligation to acquire the said notes and option agreement, to causeEarth to register the Shares under the Securities Act, upon the terms, andsubject to the conditions, hereinafter set forth.

NOW,THEREFORE, in consideration of the premises and the mutual covenants andagreements contained herein and other good, valuable and sufficientconsideration, the receipt and adequacy of which are hereby acknowledged, theparties hereto, intending to be legally bound, hereby agree as follows:

*1.*Demand Registration. The Company agrees thatthe Company will, not later than sixty (60) days following the date on which itreceives a request therefor by the Holder, cause Earth to file a registrationstatement (the “Registration Statement”) with the Securities and ExchangeCommission (“Commission”) relating to the Shares. Such Registration Statement may,at the election of the Holder, be in connection with an underwritten publicoffering of the Shares and in appropriate form therefor. The Company shall useits best efforts, and cause Earth to do likewise, to cause such RegistrationStatement promptly to become effective under the Securities Act and to qualifythe same under the blue sky laws of such states as may be requested. Providedthat such registration enables the Holder to dispose of substantially all ofthe Shares, the Company shall be obligated to effect registration and qualificationpursuant to a request of the Holder no more than once; in the event that suchregistration does not enable the Holder to dispose of substantially all of theShares, the Company shall cause Earth to effectuate not less than oneadditional such registration upon like request by the Holder. 

*2.*Incidental Registration. If at any time Earthproposes to register any equity securities under the Securities Act for its ownaccount or for the account of any of its stockholders,

----

the Company shall, each such time, give the Purchaser not less thantwenty (20) days’ written notice of such proposed registration. Upon thewritten request of the Holder, given within twenty (20) days after receipt ofany such notice from the Company, the Company shall cause to be included insuch registration all of the Shares the Holder requests be registered in suchregistration. There shall be no restriction with respect to the number of timesthe Holder may request such incidental registration.

*3.*Expenses. All of its costs and expenses ofthe registration and qualifications pursuant to this Agreement shall be borneby the Company and/or by Earth, as determined by the Company and Earth. Suchcosts and expenses shall include, without limitation, the fees and expenses ofcounsel for Earth and of its accountants, one counsel for the Holder and allother costs, fees and expenses of the Earth and Company incident to thepreparation, printing and filing under the Securities Act of the registrationstatement and all amendments and supplements thereto, the cost of furnishingcopies of each preliminary prospectus, each final prospectus and each amendmentor supplement thereto to underwriters, dealers and other purchasers of theShares and the costs and expenses (including fees and disbursements of counsel)incurred in connection with the qualification of the Shares under the blue skylaws of various jurisdictions. Neither the Company nor Earth shall, however,pay any underwriting discount or commissions to the extent related to the saleof Shares sold in any registration and qualification.

*4.*Procedures. 

(a)The Company will cause to keep the Holder advised in writing as to the initiationof proceedings for such registration and qualification and as to the completionthereof, and will cause Earth to advise the Holder, upon request, of theprogress of such proceedings.

(b)The Company will cause Earth to keep the registration and qualifications underthis Agreement effective (and in compliance with the Securities Act) by suchaction as may be necessary or appropriate until such time, if any as the Sharesshall have been sold. The Company’s obligations under this Section 4(b) shall include,without limitation, to cause Earth to file of post-effective amendments andsupplements to any registration statement or prospectus necessary to keep theRegistration Statement current and the further qualification under anyapplicable blue sky or other state securities laws to permit such sale ordistribution, all as requested by the Holder. The Company will cause Earth immediatelyto notify the Holder at any time when a prospectus relating thereto is requiredto be delivered under the Securities Act, of the happening of any event as aresult of which the prospectus included in such Registration Statement, as thenin effect, includes an untrue statement of a material fact or omits to stateany material fact required to be stated therein or necessary to make thestatements therein not misleading in light of the circumstances then existing.

(c)Without limiting any other provision hereof, in connection with anyregistration of Shares under this Agreement, the Company will use its bestefforts, and will cause Earth to do likewise, to comply with the SecuritiesAct, the Securities Exchange Act of 1934, as amended (the “Exchange Act”), andall applicable rules and regulations of the Commission.

2

----

(d)In connection with any registration of Shares under this Agreement, the Companywill cause Earth to provide, if appropriate, a transfer agent and registrar forthe Shares not later than the effective date of such Registration Statement.

(e)In connection with any registration of Shares under this Agreement, the Companywill, if requested by the underwriters for any Shares included in such registration,cause Earth to enter into an underwriting agreement with such underwriters forsuch offering, such agreement to contain such representations and warranties byEarth and/or the Company and such other terms and provisions as are customarilycontained in underwriting agreements with respect to secondary distributions,including, without limitation, provisions relating to indemnification and contribution.

*5.*Indemnification. The Company will, and willcause Earth to, indemnify and hold harmless the Holder and each person, if any,who controls the Holder within the meaning of the Securities Act against anylosses, claims, damages or liabilities, joint or several, and expenses(including reasonable attorneys’ fees and expenses and reasonable costs ofinvestigation) to which the Holder or such controlling person may be subject,under the Securities Act or otherwise, insofar as any thereof arise out of orare based upon (i) any untrue statement or alleged untrue statement of amaterial fact contained in (A) the Registration Statement under which theHolder’s Shares were registered under the Securities Act pursuant to thisAgreement, any prospectus or preliminary prospectus contained therein, or anyamendment or supplement thereto or (B) any other document incident to theregistration of the Shares under the Securities Act or the qualification of theShares under any state securities laws applicable to the Company, (ii) theomission or alleged omission to state in any item referred to in the precedingclause (i) a material fact required to be stated therein or necessary to makethe statements therein not misleading, or (iii) any violation or allegedviolation by the Company of the Securities Act, the Exchange Act or any otherfederal or state securities law, rule or regulation applicable to Earth or theCompany and relating to action or inaction by Earth or the Company inconnection with any such registration or qualification, except insofar as suchlosses, claims, damages, liabilities or expenses arise out of or are based uponany untrue statement or alleged untrue statement or omission or allegedomission based upon information furnished to Earth or the Company in writing bythe Holder expressly for use therein (with respect to which information the Holdershall so indemnify and hold harmless Earth, the Company, any underwriter forthe Company or Earth, and each person, if any, who controls the Company or suchunderwriter within the meaning of the Securities Act).

*6.*Notices. Any notice or demand required orpermitted to be made or given hereunder shall be deemed sufficiently made andgiven if given by personal service or by the mailing of such notice or demandby certified or registered mail, return receipt requested, or by overnightcourier service providing for proof of delivery, addressed, if to the Company,at the Company’s address first above written, with a copy to Roger A. Crabb,Esq., Scheef & Stone, L.L.P., 5956 Sherry Lane — Suite 1400, Dallas, Texas75225-8031; or if to the Holder, at the Holder’s address first above written,with a copy in like manner to Hilary B. Miller, Esq.,

3

----

112 Parsonage Road, Greenwich, Connecticut 06830-3942. Either party maychange its address by like notice to the other party.

*7.*Governing Law; Forum. This Agreement shallbe construed and enforced in accordance with the substantive laws of the Stateof New York 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 Agreement. Trial by juryin any action arising, proceeding or counterclaim arising hereunder is herebywaived.

*8.*Binding Effect; Assignment; Third PartyBeneficiaries. This Agreement shall be binding upon the parties and theirrespective successors and assigns and shall inure to the benefit of the partiesand their respective successors and assigns. No person (including, withoutlimitation, any employee of a party) shall be, or be deemed to be, a thirdparty beneficiary of this Agreement.

*9.*Miscellaneous. This Agreement constitutesthe entire contract between the parties with respect to the subject matterhereof and cancels and supersedes all of the previous contracts, commitments,representations, warranties and understandings (whether oral or written) by,between or among the parties with respect to the subject matter hereof. Noaddition to, and no cancellation, renewal, extension, modification or amendmentof, this Agreement shall be binding upon a party unless such addition,cancellation, renewal, extension, modification or amendment is set forth in awritten instrument which states that it adds to, amends, cancels, renews,extends or modifies this Agreement and has been approved by all of the partieshereto. No waiver of any provision of this Agreement shall be binding upon aparty unless such waiver is expressly set forth in a written instrument whichis executed and delivered by such party or on behalf of such party by anofficer of, or attorney-in-fact for, such party. Such waiver shall be effectiveonly to the extent specifically set forth in such written instrument. Neitherthe exercise (from time to time and at any time) by a party of, nor the delayor failure (at any time or for any period of time) to exercise, any right,power or remedy shall constitute a waiver of the right to exercise, or impair,limit or restrict the exercise of, such right, power or remedy or any otherright, power or remedy at any time and from time to time thereafter. No waiverof any right, power or remedy of a party shall be deemed to be a waiver of anyother right, power or remedy of such party or shall, except to the extent sowaived, impair, limit or restrict the exercise of such right, power or remedy.If any provision of this Agreement shall hereafter be held to be invalid,unenforceable or illegal, in whole or in part, in any jurisdiction under anycircumstances for any reason, (i) such provision shall be reformed to theminimum extent necessary to cause such provision to be valid, enforceable andlegal while preserving the intent of the parties as expressed in, and the benefitsto the parties provided by, this Agreement or (ii) if such provision cannot beso reformed, such provision shall be severed from this Agreement and anequitable adjustment shall be made to this Agreement (including, withoutlimitation, addition of necessary further provisions to this Agreement) so asto give effect to the intent as so expressed and the benefits so provided. Suchholding shall not affect or impair the validity, enforceability or legality ofsuch provision in any other jurisdiction or under any other circumstances.Neither such holding

4

----

nor such reformation or severance shall affect or impair the legality,validity or enforceability of any other provision of this Agreement.

*10.*Remedies. The rights, powers and remedies ofthe parties set forth herein for a breach of or default under this Agreementare cumulative and in addition to, and not in lieu of, any rights or remediesthat any party may otherwise have under this Agreement, at law or in equity. Theparties acknowledge that the Shares are unique, and that any violation of thisAgreement cannot be compensated for by damages alone. Accordingly, in additionto all of the other remedies which may be available hereunder or underapplicable law, any party shall have the right to any equitable relief whichmay be appropriate to remedy a breach or threatened breach by any other partyhereunder, including, without limitation, the right to enforce specifically theterms of this Agreement by obtaining injunctive relief in respect of any violationor non-performance hereof, and any party shall have the right to seek recoveryof and be awarded attorneys’ fees and expenses in any proceeding with respectto this Agreement as reasonably determined by the court in which suchproceeding is brought.

*11.*Headings; Counterparts. The headings setforth in this Agreement have been inserted for convenience of reference only,shall not be considered a part of this Agreement and shall not limit, modify oraffect in any way the meaning or interpretation of this Agreement. ThisAgreement may be signed in any number of counterparts, each of which (when executedand delivered) shall constitute an original instrument, but all of whichtogether shall constitute one and the same instrument. It shall not be necessarywhen making proof of this Agreement to account for any counterparts other thana sufficient number of counterparts which, when taken together, containsignatures of all of the parties. A photocopy or electronic facsimile of thisAgreement or any signature hereon shall be valid as an original.

5

----

INWITNESS WHEREOF, the parties have duly executed and delivered this Agreement asof the date first above written.
| APOLLO RESOURCES INTERNATIONAL,  INC.                                     |                                 | GREENWICH POWER II, L.L.C. |                 |
|---------------------------------------------------------------------------|--------------------------------------|----------------------------|----------------------|
|                                                                      |                                 |                       |                 |
|                                                                      |                                 |                       |                 |
| By:                                                                       | /s/  DENNIS G.  MCLAUGHLIN, III |                       |                 | By: | /s/  LANCE A. BAKROW |   |   |
| Dennis G. McLaughlin, III                                                 |                                 |                       | Lance A. Bakrow      |   |   |
| Its President                                                             |                                 |                       | Its Managing  Member |   |   |
|                                                                      |                                 |                       |                 |   |
| The undersigned  agrees to comply with  the provisions of this Agreement: |                                 |                       |                 |   |
|                                                                      |                                 |                       |                 |   |
| EARTH  BIOFUELS,  INC.                                               |                                 |                       |                 |   |
|                                                                      |                                 |                       |                 |   |
|                                                                      |                                 |                       |                 |   |
| By:                                                                       | /s/  DENNIS G.  MCLAUGHLIN, III |                       |                 |
|                                                                      | Dennis G. McLaughlin, III            |                       |                 |
|                                                                      | Its President                        |                       |                 |
|                                                                           |                                      |                            |                      |  |  |  |  |  |

 

6

----