**EXHIBIT 10.50**

 

**CONSULTINGAGREEMENT**

THISCONSULTING AGREEMENT (the “Agreement”) is entered into and is effective as ofthe 9th day of June 2006 by and between Earth Biofuels,Inc., a Delaware corporation, with principal offices at 3001 Knox Street, Suite401, Dallas, Texas 75205 (the “Company”) and Herb Meyer (“Consultant”).

WHEREAS, the Companydesires to engage the Consultant to render consulting services to the Company,advising in general business matters in area of public relations.

WHEREAS, the Company andthe Consultant desire to set forth the terms and conditions of this Agreementwith respect to the engagement of the Consultant.

NOW,THEREFORE, in consideration of the mutual covenants of the parties which arehereinafter set forth,

**NOW THEREFORE THEPARTIES AGREE AS FOLLOWS:**

**1.0**           Descriptionof Consulting Services.

**1.1         **Upon the terms and condition which are hereinafter set forth, theCompany hereby retains the Consultant as a business consultant to renderadvice, consultation, information and services to the Company and its officersand directors regarding general business matters (the “Consulting Services”)including, but not limited to, the following:

**1.1.1**                     Energy policy consulting;

**1.1.2**                     Strategic planning;

**1.1.3**                     Such other matters, as the Company shall from time to time request.

**1.2         **The Consultant shall not be required todevote any minimum number of weeks, days,or hours to the affairs of the Companyduring the term of this Agreement; provided, however that the Consultantdevotes such time, attention and energies to the business of the Company, asthe Company reasonably determines.

**2.0  Fee to be Paid Consultant**.In consideration for the services to be rendered by Consultant as described inSection 1.0 of this Agreement, the Company shall provide to Consultant Three HundredThousand (300,000) shares of the Company’s Restricted Stock (the “Shares”) peryear. The Shares shall be paid in advance for the Term specified in Section 5.0upon signature of this Agreement.

**3.0 Limitationon Scope of Consulting Services**. Both the Company andConsultant acknowledge and agree that the services to be rendered by Consultantunder this Agreement are not in connection with the offer or sale of securitiesin a capital-raising transaction, and do not directly or indirectly promote ormaintain a market for the Company’s securities. Nothing contained in thisAgreement shall be construed as constituting a partnership or joint venture, orthe relationship of principal/agent between the parties.

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**4.0  Obligations of Company**.The Company shall cooperate with Consultant, and provide Consultant with copiesof all reports, correspondence, agreements, other documents and informationreasonably requested by Consultant in a timely manner. The parties heretoexpressly agree that Consultant’s due diligence inquiry and evaluation of theCompany’s affairs requires that the information required by Consultant shall bebroadly construed.

**5.0  Term**.The term of this Agreement shall be for a period of two (2) years, but thisAgreement may be terminated by either party hereto at any time with cause uponthirty (30) days written notice. The Company may terminate this Agreement forcause in the event of gross negligence, gross misrepresentation or fraud on thepart of Consultant. Additionally, the Company may terminate this Agreement atany time, without cause, upon thirty (30) days written notice. Any terminationof this Agreement shall not have any effect on the Shares earned by Consultantprior to such termination.

 

**6.0  Duties of Consultant RE: ConfidentialInformation**. Consultant acknowledges that material andinformation which has or will come into its possession or knowledge may includetrade secrets and other confidential and proprietary data of the Company(collectively, “Confidential Information”). All material and information of theCompany is considered confidential, unless otherwise noted. In consideration ofthe disclosures and transfer of Confidential Information by the Company toConsultant, Consultant agrees to the following:

**6.01   ****Duty of Non-Disclosure**. Consultantshall not intentionally disclose or transfer the Confidential Information toany third party or entity without the Company’s prior written consent.

**6.02   ****Duty of Non-Use**. Consultantshall not use or exploit, for any commercial, business, investment, academic orother purposes, the Confidential Information. Consultant hereby acknowledgesthat any such use or exploitation is detrimental to the Company.

**6.03**** Return ofConfidential Information**. All written Confidential Information(in any form) provided to Consultant or which Consultant receives from theCompany, shall remain, at all times, the sole property of the Company and shallbe returned within thirty (30) days to the Company upon the Company’s writtenrequest.

**6.04**  **Responsibilityfor Employees of Consultant**. The actions or negligence of theConsultant’s employees shall be deemed the actions of Consultant with respectto the obligations of Consultant under this Agreement. This provision shall notbe construed as limiting any rights or remedies that the Company has or mayhave against any such third parties.

**6.05****Limitation of Consultant’s Obligations**.Consultant’s confidentiality obligations under this Agreement shall not applyto:

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**6.0.5.0.1 **Information which, at the timeof its disclosure or transfer to Consultant, is in the public domain through noact or failure to act by Consultant.

**6.0.5.0.2 **Information whichConsultant had prior to any disclosure or transfer by the Company and which wasnot acquired directly or indirectly from the Company.

**6.0.5.0.3**  Information which is rightly disclosed toConsultant by any third party who has no obligation of confidentiality to theCompany or who did not acquire such information from the Company.

**6.0.5.0.4**Information independently developed by Consultant prior to disclosure ortransfer of the Confidential Information to Consultant from the Company.

**7.0  Miscellaneous**.

**7.0.1 Successors**. The provisions of this Agreementshall be deemed to obligate, extend to and inure to the benefit of thesuccessors of each of the parties to this Agreement.

**7.0.2 Independent Counsel**. Each of the parties tothis Agreement acknowledges and agrees that it has been represented byindependent counsel of its own choice throughout all negotiations whichpreceded the execution of this Agreement and the transactions referred to inthis Agreement, and each has executed this Agreement with the consent and uponthe advice of said independent counsel. Each party represents that it fullyunderstands the provisions of this Agreement, has consulted with counselconcerning its terms and executes this Agreement of its own free choice withoutreference to any representations, promises or expectations not set forthherein.

**7.0.3 Integration**. This Agreement, after fullexecution, acknowledgment and delivery, memorializes and constitutes the entireagreement and understanding between the parties and supersedes and replaces allprior negotiations and agreements of the parties, whether written or unwritten,or related thereto. Each of the parties to this Agreement acknowledges that noother party, nor any agent or attorney of any other party has made anypromises, representations, or warranty whatsoever, express or implied, which isnot expressly contained in this Agreement; and each party further acknowledgesthat it has not executed this Agreement in reliance upon any belief as to anyfact not expressly recited herein above.

**7.0.4  Attorneys Fees**. Inthe event of a dispute between the parties concerning the enforcement orinterpretation of this Agreement, the prevailing party in such 

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dispute, whether by legal proceedings or otherwise,shall be reimbursed immediately for its attorneys’ fees and other costs andexpenses.

**7.0.5 Interpretation**.Wherever the context so requires: the singular number shall include the plural;the plural shall include the singular; and the masculine gender shall includethe feminine and neuter genders.

**7.0.6 Captions**.The captions by which the sections and subsections of this Agreement are identifiedare for convenience only, and shall have no effect whatsoever upon itsinterpretation.

**7.0.7 Amendments**. No amendment to this Agreementshall be effective unless the same shall be in writing and accepted by bothparties.

**7.0.8 Severance**. If any provision of this Agreementis held to be illegal or invalid by a court of competent jurisdiction, suchprovision shall be deemed to be severed and deleted; and neither suchprovision, nor its severance and deletion, shall affect the validity of theremaining provisions.

**7.0.9  Counterparts & Choice of Law**.This Agreement may be executed in any number of counterparts. This Agreementshall be governed by the laws of the State of Texas.

 

**7.0.10  Expenses Associated With This Agreement**.Each of the parties hereto agrees to bear its own costs, attorneys fees andrelated expenses associated with this Agreement.

**7.0.11  Equitable Remedies**. Inthe event of any breach of this Agreement, the provisions of this Agreement maybe enforceable in a court of equity by a decree of specific performance. Anyequitable remedy shall not be exclusive and shall be in addition to any otherremedy available.

**7.0.12 Power to Bind**.A responsible officer of the Company has read and understands the contents ofthis Agreement and is empowered and duly authorized on behalf of the Company toexecute it.

**INWITNESS WHEREOF**, the parties have executed this Agreement asof the date set forth above.
| **FOR THE COMPANY:**  | ** **                | **FOR THE CONSULTANT:** |
|-----------------------|---------------------------|-------------------------|
| ** **            | ** **                | ** **              |
| EARTH BIOFUELS,  INC. |                      |                    |
|                  |                      |                    |
|                  |                      |                    |
| By:                   | /s/ Dennis G.  McLaughlin |                    |   | /s/ HERB MEYER |   |
|                  | Dennis G.  McLaughlin     |                    | Herb Meyer |
|                  | Chief Executive  Officer  |                    |   |
|                       |                           |                         |  |  |  |

 

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