**Exhibit10.84**

**NEITHERTHE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THESECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLE HAVE BEEN REGISTEREDUNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS.  THE SECURITIES MAY NOT BE OFFERED FOR SALE,SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVEREGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, ASAMENDED, OR (B) AN OPINION OF COUNSEL, IN A FORM REASONABLY ACCEPTABLE TO THECOMPANY, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLDPURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT.  NOTWITHSTANDING THE FOREGOING, THE SECURITIESMAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN ORFINANCING ARRANGEMENT SECURED BY THE SECURITIES.  ANY TRANSFEREE OF THIS WARRANT SHOULDCAREFULLY REVIEW THE TERMS OF THIS WARRANT, INCLUDING SECTION 7(d) HEREOF.**

**EARTH BIOFUELS, INC.**

**WARRANT TO PURCHASE COMMONSTOCK**

Warrant No.: A-02r

Number of Sharesof Common Stock: 103,448

Date of Issuance:August 11, 2006 (“**Issuance Date**”)

Earth Biofuels, Inc., aDelaware corporation (the “**Company**”),hereby certifies that, for good and valuable consideration, the receipt andsufficiency of which are hereby acknowledged, WHALEHAVEN CAPITAL FUND LTD., theregistered holder hereof or its permitted assigns (the “**Holder**”), is entitled, subject to the termsset forth below, to purchase from the Company, at the Exercise Price (asdefined below) then in effect, upon surrender of this Warrant to PurchaseCommon Stock (including any Warrants to Purchase Common Stock issued inexchange, transfer or replacement hereof, the “**Warrant**”), at any time or times on or the date hereof, but notafter 11:59 p.m., New York time, on the Expiration Date (as defined below), ONEHUNDRED THREE THOUSAND, FOUR HUNDRED FORTY-EIGHT (103,448) fully paidnonassessable shares of Common Stock (as defined below)****(the “**WarrantShares**”).  Except as otherwisedefined herein, capitalized terms in this Warrant shall have the meanings setforth in Section 15.  This Warrant is oneof the Warrants to purchase Common Stock (the “**SPA Warrants**”) issued pursuant to Section 1 of that certainSecurities Purchase Agreement, dated as of August 11, 2006 (the “**Subscription Date**”), by and among theCompany and the investors (the “**Buyers**”)referred to therein (the “**Securities PurchaseAgreement**”).

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# 1.     EXERCISE OF WARRANT.

### (a)   Mechanics of Exercise. Subject to the terms and conditions hereof (including, without limitation,the limitations set forth in Section 1(f)), this Warrant may be exercised bythe Holder on any day on or after the date hereof, in whole or in part, by(i) delivery of a written notice, in the form attached hereto as ExhibitA (the “**Exercise Notice**”),of the Holder’s election to exercise this Warrant (accompanied by the attachedWarrant Shares Exercise Log) to the Company (with a copy to its legal counsel)and (ii) (A) payment to the Company of an amount equal to the applicableExercise Price multiplied by the number of Warrant Shares as to which thisWarrant is being exercised (the “**Aggregate Exercise Price**”)in cash or by wire transfer of immediately available funds or (B) by notifyingthe Company that this Warrant is being exercised pursuant to a CashlessExercise (as defined in Section 1(d)). The Holder shall not be required to deliver the original Warrant inorder to effect an exercise hereunder. Execution and delivery of the Exercise Notice with respect to less thanall of the Warrant Shares shall have the same effect as cancellation of theoriginal Warrant and issuance of a new Warrant evidencing the right to purchasethe remaining number of Warrant Shares. On or before the first (1st)Business Day following the date on which the Company has received each of theExercise Notice and the Aggregate Exercise Price (or notice of a CashlessExercise) (the “**Exercise Delivery Documents**”), theCompany shall transmit by facsimile an acknowledgment of confirmation ofreceipt of the Exercise Delivery Documents to the Holder and the Company’stransfer agent (the “**Transfer Agent**”).  For purposes hereof, any Exercise DeliveryDocuments delivered on or after 5:00 p.m., New York City time shall be deemedto have been delivered on the next Business Day.  On or before the third (3rd) Business Day following the date onwhich the Company has received all of the Exercise Delivery Documents (the “**Share Delivery Date**”), the Company shall (X) if legends arenot required to be placed on certificates of Common Stock pursuant to theSecurities Purchase Agreement, provided that the Transfer Agent isparticipating in The Depository Trust Company (“**DTC**”)Fast Automated Securities Transfer Program, upon the request of the Holder,credit such aggregate number of Warrant Shares to which the Holder is entitledpursuant to such exercise to the Holder’s or its designee’s balance accountwith DTC through its Deposit Withdrawal Agent Commission system, or (Y) if theTransfer Agent is not participating in the DTC Fast Automated SecuritiesTransfer Program, issue and dispatch by overnight courier to the address asspecified in the Exercise Notice, a certificate, registered in the Company’sshare register in the name of the Holder or its designee, for the number ofshares of Common Stock to which the Holder is entitled pursuant to suchexercise.  Upon delivery of the ExerciseDelivery Documents, the Holder shall be deemed for all corporate purposes tohave become the holder of record of the Warrant Shares with respect to whichthis Warrant has been exercised, irrespective of the date such Warrant Sharesare credited to the Holder’s DTC account or the date of delivery of thecertificates evidencing such Warrant Shares as the case may be.  If this Warrant is submitted in connectionwith any exercise pursuant to this Section 1(a) and the number of WarrantShares represented by this Warrant submitted for exercise is greater than thenumber of Warrant Shares being acquired upon an exercise, then the Companyshall as soon as practicable and in no event later than three Business Daysafter any exercise and at its own expense, issue subject to such prior exercisea new Warrant (in accordance with Section 7(d)) representing the right topurchase the number of Warrant Shares purchasable immediately prior to suchexercise under this Warrant, less the number of Warrant Shares with respect towhich this Warrant is exercised.  Nofractional shares of Common Stock are to be issued upon the exercise of thisWarrant, but rather the number of shares of Common Stock to be issued shall berounded 

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### up to the nearest whole number.  The Company shall pay any and all taxes whichmay be payable with respect to the issuance and delivery of Warrant Shares uponexercise of this Warrant [**Insert inAdditional Warrant**: Notwithstanding any provision of this Warrant tothe contrary, no more than the Maximum Eligibility Number of Warrant Sharesshall be exercisable hereunder.]

### (b)   Exercise Price.  Forpurposes of this Warrant, “**ExercisePrice**” means $2.90, subject to adjustment as provided herein.

### (c)   Company’s Failure to Timely Deliver Securities.  If within three (3) Trading Days after theCompany’s receipt of the facsimile copy of a Exercise Notice the Company shallfail to issue and deliver a certificate to the Holder and register such sharesof Common Stock on the Company’s share register or credit the Holder’s balanceaccount with DTC for the number of shares of Common Stock to which the Holderis entitled upon the Holder’s exercise hereunder, and if on or after such TradingDay the Holder purchases (in an open market transaction or otherwise) shares ofCommon Stock to deliver in satisfaction of a sale by the Holder of shares ofCommon Stock issuable upon such exercise that the Holder anticipated receivingfrom the Company (a **“Buy-In”**), thenthe Company shall, within three (3) Trading Days after the Holder’s request andin the Holder’s discretion, either (i) pay cash to the Holder in an amountequal to the Holder’s total purchase price (including brokerage commissions, ifany) for the shares of Common Stock so purchased (the **“Buy-InPrice”**), at which point the Company’s obligation to deliver suchcertificate (and to issue such Warrant Shares) shall terminate, or (ii)promptly honor its obligation to deliver to the Holder a certificate orcertificates or if legends are not required to be placed on certificates ofCommon Stock pursuant to the Securities Purchase Agreement, provided that theTransfer Agent is participating in DTC Fast Automated Securities TransferProgram, upon the request of the Holder, credit such aggregate number ofWarrant Shares to which the Holder is entitled pursuant to such exercise to theHolder’s or its designee’s balance account with DTC through its DepositWithdrawal Agent Commission system and pay cash to the Holder in an amountequal to the excess (if any) of the Buy-In Price over the product of (A) suchnumber of shares of Common Stock, times (B) the Closing Bid Price on the dateof exercise.

### (d)   Cashless Exercise. ** **Notwithstandinganything contained herein to the contrary, if a Registration Statement (asdefined in the Registration Rights Agreement) covering the Warrant Shares thatare the subject of the Exercise Notice (the “**UnavailableWarrant Shares**”) is not available for the resale of such UnavailableWarrant Shares at any time during which such Registration Statement is requiredin accordance with the Registration Rights Agreement, the Holder may, in itssole discretion during such time, exercise this Warrant in whole or in partand, in lieu of making the cash payment otherwise contemplated to be made tothe Company upon such exercise in payment of the Aggregate Exercise Price,elect instead to receive upon such exercise the “Net Number” of shares ofCommon Stock determined according to the following formula (a “**Cashless Exercise**”):

### Net Number = (A x B) - (A x C)

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B

For purposes of theforegoing formula:

A= the total number of shares with respect to which this Warrant isthen being exercised.

B= the Closing Sale Price of the shares of Common Stock (as reported byBloomberg) on the date immediately preceding the date of the Exercise Notice.

C= the ExercisePrice then in effect for the applicable Warrant Shares at the time of suchexercise.

### (e)   Disputes.  In thecase of a dispute as to the determination of the Exercise Price or thearithmetic calculation of the Warrant Shares, the Company shall promptly issueto the Holder the number of Warrant Shares that are not disputed and resolvesuch dispute in accordance with Section 12.

### (f)    Limitations on Exercises. 

#### (1)           BeneficialOwnership.  The Company shall noteffect the exercise of this Warrant, and the Holder shall not have the right toexercise this Warrant, to the extent that after giving effect to such exercise,such Person (together with such Person’s affiliates) would beneficially own inexcess of 4.99% of the shares of Common Stock outstanding immediately aftergiving effect to such exercise.  Forpurposes of the foregoing sentence, the aggregate number of shares of CommonStock beneficially owned by such Person and its affiliates shall include thenumber of shares of Common Stock issuable upon exercise of this Warrant withrespect to which the determination of such sentence is being made, but shallexclude shares of Common Stock which would be issuable upon (i) exercise of theremaining, unexercised portion of this Warrant beneficially owned by suchPerson and its affiliates and (ii) exercise or conversion of the unexercised orunconverted portion of any other securities of the Company beneficially ownedby such Person and its affiliates (including, without limitation, anyconvertible notes or convertible preferred stock or warrants) subject to alimitation on conversion or exercise analogous to the limitation containedherein.  Except as set forth in thepreceding sentence, for purposes of this paragraph, beneficial ownership shallbe calculated in accordance with Section 13(d) of the Securities Exchange Actof 1934, as amended.  For purposes ofthis Warrant, in determining the number of outstanding shares of Common Stock,the Holder may rely on the number of outstanding shares of Common Stock asreflected in (1) the Company’s most recent Form 10-KSB, Form 10-QSB, CurrentReport on Form 8-K or other public filing with the Securities and Exchange Commission,as the case may be, (2) a more recent public announcement by the Company or (3)any other notice by the Company or the Transfer Agent setting forth the 

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#### number of shares of Common Stock outstanding.  For any reason at any time, upon the writtenrequest of the Holder, the Company shall within one Business Day confirm inwriting to the Holder the number of shares of Common Stock thenoutstanding.  In any case, the number ofoutstanding shares of Common Stock shall be determined after giving effect to theconversion or exercise of securities of the Company, including the SPASecurities and the SPA Warrants, by the Holder and its affiliates since thedate as of which such number of outstanding shares of Common Stock wasreported.  By written notice to theCompany, the Holder may from time to time increase or decrease the MaximumPercentage to any other percentage not in excess of 9.99% specified in suchnotice; provided that (i) any such increase will not be effective until thesixty-first (61st)day after such notice is delivered to the Company, and (ii) any such increaseor decrease will apply only to the Holder and not to any other holder of SPAWarrants.

#### (2)           Market Regulation.  The Company shall not be obligated to issueany shares of Common Stock upon exercise of this Warrant, and the Holder ofthis Warrant shall not have the right to receive upon exercise of this Warrantany shares of Common Stock, if the issuance of such shares of Common Stockwould exceed that number of shares of Common Stock which the Company may issueupon exercise, redemption or conversion, as applicable, of the SPA Warrants andSPA Securities or otherwise without breaching the Company’s obligations underthe rules or regulations of the applicable Eligible Market (the number of shareswhich may be issued without violating such rules and regulations, the “**Exchange Cap**”), except that such limitation shall not applyin the event that the Company (A) obtains the approval of its stockholders asrequired by the applicable rules of the applicable Eligible Market forissuances of shares of Common Stock in excess of such amount or (B) obtains awritten opinion from outside counsel to the Company that such approval is notrequired, which opinion shall be reasonably satisfactory to the RequiredHolders.  Unless and until such approvalor written opinion is obtained, no Buyer shall be issued in the aggregate, uponexercise or conversion, as applicable, of any SPA Warrants or SPA Securities,shares of Common Stock in an amount greater than the product of the ExchangeCap multiplied by a fraction, the numerator of which is the total number ofshares of Common Stock underlying the SPA Warrants issued to such Buyerpursuant to the Securities Purchase Agreement on the Issuance Date and thedenominator of which is the aggregate number of shares of Common Stockunderlying the SPA Warrants issued to the Buyers pursuant to the SecuritiesPurchase Agreement on the Issuance Date (with respect to each Buyer, the “**Exchange Cap Allocation**”). In the event that any Buyer shall sell or otherwise transfer any of suchBuyer’s SPA Warrants, the transferee shall be allocated a pro rata portion ofsuch Buyer’s Exchange Cap Allocation, and the restrictions of the priorsentence shall apply to such transferee with respect to the portion of the 

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#### Exchange CapAllocation allocated to such transferee. In the event that any holder of SPA Warrants shall exercise all of suchholder’s SPA Warrants into a number of shares of Common Stock which, in theaggregate, is less than such holder’s Exchange Cap Allocation, then thedifference between such holder’s Exchange Cap Allocation and the number ofshares of Common Stock actually issued to such holder shall be allocated to therespective Exchange Cap Allocations of the remaining holders of SPA Warrants ona pro rata basis in proportion to the shares of Common Stock underlying the SPAWarrants then held by each such holder.

### (g)           InsufficientAuthorized Shares.  If at any timewhile any of the Warrants remain outstanding the Company does not have asufficient number of authorized and unreserved shares of Common Stock tosatisfy its obligation to reserve for issuance upon exercise of the Warrants atleast a number of shares of Common Stock equal to 130% of the number of sharesof Common Stock as shall from time to time be necessary to effect the exerciseof all of the Warrants then outstanding (the “**RequiredReserve Amount**”)(an “**Authorized Share Failure**”), then the Company shallimmediately take all action necessary to increase the Company’s authorizedshares of Common Stock to an amount sufficient to allow the Company to reservethe Required Reserve Amount for the Warrants then outstanding.  Without limiting the generality of theforegoing sentence, as soon as practicable after the date of the occurrence ofan Authorized Share Failure, but in no event later than ninety (90) days afterthe occurrence of such Authorized Share Failure, the Company shall hold ameeting of its stockholders for the approval of an increase in the number ofauthorized shares of Common Stock.  Inconnection with such meeting, the Company shall provide each stockholder with aproxy statement and shall use its best efforts to solicit its stockholders’approval of such increase in authorized shares of Common Stock and to cause itsboard of directors to recommend to the stockholders that they approve suchproposal.

# 2.     ADJUSTMENT OF EXERCISEPRICE AND NUMBER OF WARRANT SHARES. The Exercise Price and the number of Warrant Shares shall be adjustedfrom time to time as follows:

### (a)   Adjustment upon Issuance of shares of Common Stock.  If and whenever on or after the SubscriptionDate the Company issues or sells, or in accordance with this Section 2 isdeemed to have issued or sold, any shares of Common Stock (including the issuanceor sale of shares of Common Stock owned or held by or for the account of theCompany, but excluding shares of Common Stock deemed to have been issued by theCompany in connection with any Excluded Securities (as defined in the SPASecurities) for a consideration per share (the “**New Issuance Price**”) less than a price equal to the ExercisePrice in effect immediately prior to such issue or sale or deemed issuance orsale (the “**Applicable Price**” and theforegoing a **“Dilutive Issuance”**), thenimmediately after such Dilutive Issuance, the Exercise Price then in effectshall be reduced to an amount equal to the New Issuance Price.  Upon each such adjustment of the ExercisePrice hereunder, the number of Warrant Shares shall be adjusted to the numberof shares of Common Stock determined by multiplying the Exercise Price ineffect immediately prior to such adjustment by the number of Warrant Sharesacquirable upon exercise of this Warrant immediately prior to such adjustmentand dividing the product 

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### thereof by the Exercise Price resulting fromsuch adjustment.  For purposes ofdetermining the adjusted Exercise Price under this Section 2(a), the followingshall be applicable:

###### (i)            Issuance ofOptions.  If the Company in anymanner grants any Options and the lowest price per share for which one share ofCommon Stock is issuable upon the exercise of any such Option or uponconversion, exercise or exchange of any Convertible Securities issuable uponexercise of any such Option is less than the Applicable Price, then such shareof Common Stock shall be deemed to be outstanding and to have been issued andsold by the Company at the time of the granting or sale of such Option for suchprice per share.  For purposes of thisSection 2(a)(i), the “lowest price per share for which one share of CommonStock is issuable upon exercise of any such Options or upon conversion,exercise or exchange of any Convertible Securities issuable upon exercise ofsuch Option” shall be equal to the sum of the lowest amounts of consideration (ifany) received or receivable by the Company with respect to any one share ofCommon Stock upon the granting or sale of the Option, upon exercise of theOption and upon conversion, exercise or exchange of any Convertible Securityissuable upon exercise of such Option. No further adjustment of the Exercise Price or number of Warrant Sharesshall be made upon the actual issuance of such shares of Common Stock or ofsuch Convertible Securities upon the exercise of such Options or upon theactual issuance of such shares of Common Stock upon conversion, exercise orexchange of such Convertible Securities.

###### (ii)           Issuance of Convertible Securities.  If the Company in any manner issues or sellsany Convertible Securities and the lowest price per share for which one shareof Common Stock is issuable upon the conversion, exercise or exchange thereofis less than the Applicable Price, then such share of Common Stock shall bedeemed to be outstanding and to have been issued and sold by the Company at thetime of the issuance or sale of such Convertible Securities for such price pershare.  For the purposes of this Section2(a)(ii), the “lowest price per share for which one share of Common Stock isissuable upon the conversion, exercise or exchange” shall be equal to the sumof the lowest amounts of consideration (if any) received or receivable by theCompany with respect to one share of Common Stock upon the issuance or sale ofthe Convertible Security and upon conversion, exercise or exchange of suchConvertible Security.  No furtheradjustment of the Exercise Price or number of Warrant Shares shall be made uponthe actual issuance of such shares of Common Stock upon conversion, exercise orexchange of such Convertible Securities, and if any such issue or sale of suchConvertible Securities is made upon exercise of any Options for whichadjustment of this Warrant has been or is to be made pursuant to otherprovisions of this Section 2(a), no further adjustment of the Exercise Price ornumber of Warrant Shares shall be made by reason of such issue or sale.

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###### (iii)          Change in Option Price or Rate ofConversion.  If the purchase priceprovided for in any Options, the additional consideration, if any, payable uponthe issue, conversion, exercise or exchange of any Convertible Securities, orthe rate at which any Convertible Securities are convertible into orexercisable or exchangeable for shares of Common Stock increases or decreasesat any time, the Exercise Price and the number of Warrant Shares in effect atthe time of such increase or decrease shall be adjusted to the Exercise Priceand the number of Warrant Shares which would have been in effect at such timehad such Options or Convertible Securities provided for such increased ordecreased purchase price, additional consideration or increased or decreasedconversion rate, as the case may be, at the time initially granted, issued orsold.  For purposes of this Section2(a)(iii), if the terms of any Option or Convertible Security that wasoutstanding as of the date of issuance of this Warrant are increased ordecreased in the manner described in the immediately preceding sentence, thensuch Option or Convertible Security and the shares of Common Stock deemedissuable upon exercise, conversion or exchange thereof shall be deemed to havebeen issued as of the date of such increase or decrease.  No adjustment pursuant to this Section 2(a)shall be made if such adjustment would result in an increase of the ExercisePrice then in effect or a decrease in the number of Warrant Shares.

###### (iv)          Calculation of ConsiderationReceived.  In case any Option isissued in connection with the issue or sale of other securities of the Company,together comprising one integrated transaction in which no specificconsideration is allocated to such Options by the parties thereto, the Optionswill be deemed to have been issued the difference of (x) the aggregate fairmarket value of such Options and other securities issued or sold in suchintegrated transaction, less (y) the fair market value of the securities otherthan such Option, issued or sold in such transaction and the other securitiesissued or sold in such integrated transaction will be deemed to have beenissued or sold for the balance of the consideration received by the Company.  If any Common Stock, Options or ConvertibleSecurities are issued or sold or deemed to have been issued or sold for cash,the consideration received therefor will be deemed to be the gross amountraised by the Company; provided, however, that such gross amount is not greaterthan 110% of the net amount received by the Company therefor.  If any shares of Common Stock, Options orConvertible Securities are issued or sold for a consideration other than cash,the amount of such consideration received by the Company will be the fair valueof such consideration, except where such consideration consists of securities,in which case the amount of consideration received by the Company will be theClosing Sale Price of such security on the date of receipt.  If any shares of Common Stock, Options orConvertible Securities are issued to the owners of the non-surviving entity inconnection with any merger in which the Company is the surviving entity, 

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###### the amount ofconsideration therefor will be deemed to be the fair value of such portion ofthe net assets and business of the non-surviving entity as is attributable tosuch shares of Common Stock, Options or Convertible Securities, as the case maybe.  The fair value of any considerationother than cash or securities will be determined jointly by the Company and theRequired Holders.  If such parties areunable to reach agreement within ten (10) days after the occurrence of an eventrequiring valuation (the “**ValuationEvent**”), the fair value of such consideration will be determinedwithin five (5) Business Days after the tenth day following the Valuation Eventby an independent, reputable appraiser jointly selected by the Company and theRequired Holders.  The determination ofsuch appraiser shall be final and binding upon all parties absent manifesterror and the fees and expenses of such appraiser shall be borne by theCompany.

###### (v)           Record Date.  If the Company takes a record of the holdersof shares of Common Stock for the purpose of entitling them (A) to receivea dividend or other distribution payable in shares of Common Stock, Options orin Convertible Securities or (B) to subscribe for or purchase shares ofCommon Stock, Options or Convertible Securities, then such record date will bedeemed to be the date of the issue or sale of the shares of Common Stock deemedto have been issued or sold upon the declaration of such dividend or the makingof such other distribution or the date of the granting of such right ofsubscription or purchase, as the case may be.

### (b)   Adjustment upon Subdivision or Combination of Common Stock.  If the Company at any time on or after theSubscription Date subdivides (by any stock split, stock dividend,recapitalization or otherwise) one or more classes of its outstanding shares ofCommon Stock into a greater number of shares, the Exercise Price in effectimmediately prior to such subdivision will be proportionately reduced and thenumber of Warrant Shares will be proportionately increased.  If the Company at any time on or after theSubscription Date combines (by combination, reverse stock split or otherwise)one or more classes of its outstanding shares of Common Stock into a smallernumber of shares, the Exercise Price in effect immediately prior to suchcombination will be proportionately increased and the number of Warrant Shareswill be proportionately decreased.  Anyadjustment under this Section 2(b) shall become effective at the close ofbusiness on the date the subdivision or combination becomes effective.

### (c)   Other Events.  If anyevent occurs of the type contemplated by the provisions of this Section 2 butnot expressly provided for by such provisions (including, without limitation,the granting of stock appreciation rights, phantom stock rights or other rightswith equity features), then the Company’s Board of Directors will make anappropriate adjustment in the Exercise Price and the number of Warrant Sharesso as to protect the rights of the Holder; provided that no such adjustmentpursuant to this Section 2(c) will increase the Exercise Price or decrease thenumber of Warrant Shares as otherwise determined pursuant to this Section 2.

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# 3.     RIGHTS UPON DISTRIBUTIONOF ASSETS.  If the Company shalldeclare or make any dividend or other distribution of its assets (or rights toacquire its assets) to holders of shares of Common Stock, by way of return ofcapital or otherwise (including, without limitation, any distribution of cash,stock or other securities, property or options by way of a dividend, spin off,reclassification, corporate rearrangement, scheme of arrangement or othersimilar transaction) (a “**Distribution**”),at any time after the issuance of this Warrant, then, in each such case:

### (a)   any Exercise Price in effect immediately prior to the close ofbusiness on the record date fixed for the determination of holders of shares ofCommon Stock entitled to receive the Distribution shall be reduced, effectiveas of the close of business on such record date, to a price determined bymultiplying such Exercise Price by a fraction of which (i) the numerator shallbe the Closing Bid Price of the shares of Common Stock on the trading dayimmediately preceding such record date minus the value of the Distribution (asdetermined in good faith by the Company’s Board of Directors) applicable to oneshare of shares of Common Stock, and (ii) the denominator shall be the ClosingBid Price of the shares of Common Stock on the trading day immediatelypreceding such record date; and

### (b)   the number of Warrant Shares shall be increased to a number ofshares equal to the number of shares of Common Stock obtainable immediatelyprior to the close of business on the record date fixed for the determinationof holders of shares of Common Stock entitled to receive the Distributionmultiplied by the reciprocal of the fraction set forth in the immediatelypreceding paragraph (a); provided that in the event that the Distribution is ofshares of Common Stock (or common stock) (“**Other Shares of Common Stock**”) of a company whose commonshares are traded on a national securities exchange or a national automatedquotation system, then the Holder may elect to receive a warrant to purchaseOther Shares of Common Stock in lieu of an increase in the number of WarrantShares, the terms of which shall be identical to those of this Warrant, exceptthat such warrant shall be exercisable into the number of shares of OtherShares of Common Stock that would have been payable to the Holder pursuant tothe Distribution had the Holder exercised this Warrant immediately prior tosuch record date and with an aggregate exercise price equal to the product ofthe amount by which the exercise price of this Warrant was decreased withrespect to the Distribution pursuant to the terms of the immediately precedingparagraph (a) and the number of Warrant Shares calculated in accordance withthe first part of this paragraph (b).

# 4.     PURCHASE RIGHTS;FUNDAMENTAL TRANSACTIONS.

### (a)   Purchase Rights.  Inaddition to any adjustments pursuant to Section 2 above, if at any time theCompany grants, issues or sells any Options, Convertible Securities or rightsto purchase stock, warrants, securities or other property pro rata to therecord holders of any class of shares of Common Stock (the “**Purchase Rights**”), then the Holder will be entitled toacquire, upon the terms applicable to such Purchase Rights, the aggregatePurchase Rights which the Holder could have acquired if the Holder had held thenumber of shares of Common Stock acquirable upon complete exercise of thisWarrant (without regard to any limitations on the exercise of this Warrant)immediately before the date on which a record is taken for the grant, issuanceor sale of such Purchase Rights, or, if no such record is taken, the date as of

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### which the record holders of shares of CommonStock are to be determined for the grant, issue or sale of such PurchaseRights.

### (b)   Fundamental Transactions. TheCompany shall not enter into or be party to a Fundamental Transaction unless(i)  the Successor Entity assumes in writing all of the obligations of theCompany under this Warrant and the other Transaction Documents in accordancewith the provisions of this Section (4)(b) pursuant to written agreements inform and substance reasonably satisfactory to the Required Holders and approvedby the Required Holders prior to such Fundamental Transaction, includingagreements to deliver to each holder of Warrants in exchange for such Warrants a security of the Successor Entity evidenced by a written instrumentsubstantially similar in form and substance to this Warrant, including, without limitation, an adjustedexercise price equal to the value for the shares of Common Stock reflected bythe terms of such Fundamental Transaction, and exercisable for a correspondingnumber of shares of capital stock equivalent to the shares of Common Stockacquirable and receivable upon exercise of this Warrant (without regard to anylimitations on the exercise of this Warrant) prior to such FundamentalTransaction, and reasonably satisfactory to the Required Holders and (ii) the Successor Entity(including its Parent Entity) is a publicly traded corporation whosecommon stock is quoted on or listed for trading on an Eligible Market.  Uponthe occurrence of any Fundamental Transaction, the Successor Entity shallsucceed to, and be substituted for (so that from and after the date of suchFundamental Transaction, the provisions of this Warrant referring to the“Company” shall refer instead to the Successor Entity), and may exercise everyright and power of the Company and shall assume all of the obligations of theCompany under this Warrant with the same effect as if such Successor Entity hadbeen named as the Company herein.  Uponconsummation of the Fundamental Transaction, the Successor Entity shall deliverto the Holder confirmation that there shall be issued upon exercise of this Warrant at any time after the consummation of the FundamentalTransaction, in lieu of the shares of the Common Stock (or othersecurities, cash, assets or other property) issuableupon the exercise of the Warrantprior to such Fundamental Transaction, such shares of the publicly traded common stock (orits equivalent) of the Successor Entity (including its Parent Entity) which theHolder would have been entitled to receive upon the happening of suchFundamental Transaction had this Warrant been converted immediately prior tosuch Fundamental Transaction, as adjusted in accordance with the provisions ofthis Warrant.  In addition to and not insubstitution for any other rights hereunder, prior to the consummation of anyFundamental Transaction pursuant to which holders of shares of Common Stock areentitled to receive securities or other assets with respect to or in exchangefor shares of Common Stock (a “**CorporateEvent**”), the Company shall make appropriate provision to insure thatthe Holder will thereafter have the right to receive upon an exercise of thisWarrant at any time after the consummation of the Fundamental Transaction butprior to the Expiration Date, in lieu of the shares of the Common Stock (orother securities, cash, assets or other property) issuable upon the exercise ofthe Warrant prior to such Fundamental Transaction, such shares of stock, securities, cash, assets orany other property whatsoever (including warrants or other purchase orsubscription rights) which the Holder would have been entitled to receive uponthe happening of such Fundamental Transaction had the Warrant been exercisedimmediately prior to such Fundamental Transaction.  The provisions of this Section shallapply similarly and equally to successive Fundamental Transactions andCorporate Events and shall be applied without regard to any limitations on theexercise of this Warrant.

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### (c)   Notwithstanding the foregoing and the provisions of Section 4(b)above, in the event of a Change of Control, if the Holder has not exercised theWarrant in full prior to the consummation of the Change of Control, thenthe Holder shall have the right to require such Successor Entity topurchase this Warrant from the Holder by paying to the Holder, simultaneouslywith the consummation of the Change of Control and in lieu of the warrantreferred to in Section 4(b) cash in the amount equal to the value of theremaining unexercised portion of this Warrant on the date of such consummation,which value shall be determined by use of the Black and Scholes Option PricingModel reflecting (i) a risk-free interest rate corresponding to the U.S.Treasury rate for a period equal to the remaining term of this Warrant as ofsuch date of request and (ii) an expected volatility equal to the 100 dayvolatility obtained from the HVT function on Bloomberg; provided that if suchfunction yields a volatility (x) less than 50%, the expected volatility shallbe equal to 50% and (y) greater than 80%, the expected volatility shall beequal to 80%.

# 5.     NONCIRCUMVENTION.  The Company hereby covenants and agrees thatthe Company will not, by amendment of its Certificate of Incorporation, Bylawsor through any reorganization, transfer of assets, consolidation, merger,scheme of arrangement, dissolution, issue or sale of securities, or any othervoluntary action, avoid or seek to avoid the observance or performance of anyof the terms of this Warrant, and will at all times in good faith carry out allthe provisions of this Warrant and take all action as may be required toprotect the rights of the Holder. Without limiting the generality of the foregoing, the Company(i) shall not increase the par value of any shares of Common Stockreceivable upon the exercise of this Warrant above the Exercise Price then ineffect, (ii) shall take all such actions as may be necessary orappropriate in order that the Company may validly and legally issue fully paidand nonassessable shares of Common Stock upon the exercise of this Warrant, and(iii) shall, so long as any of the SPA Warrants are outstanding, take allaction necessary to reserve and keep available out of its authorized andunissued shares of Common Stock, solely for the purpose of effecting theexercise of the SPA Warrants, 130% of the number of shares of Common Stock asshall from time to time be necessary to effect the exercise of the SPA Warrantsthen outstanding (without regard to any limitations on exercise).

# 6.     WARRANTHOLDER NOT DEEMED A STOCKHOLDER. Except as otherwise specifically provided herein, the Holder, solely insuch Person’s capacity as a holder of this Warrant, shall not be entitled tovote or receive dividends or be deemed the holder of share capital of theCompany for any purpose, nor shall anything contained in this Warrant beconstrued to confer upon the Holder, solely in such Person’s capacity as theHolder of this Warrant, any of the rights of a shareholder of the Company orany right to vote, give or withhold consent to any corporate action (whetherany reorganization, issue of stock, reclassification of stock, consolidation,merger, conveyance or otherwise), receive notice of meetings, receive dividendsor subscription rights, or otherwise, prior to the issuance to the Holder ofthe Warrant Shares which such Person is then entitled to receive upon the dueexercise of this Warrant.  In addition,nothing contained in this Warrant shall be construed as imposing anyliabilities on the Holder to purchase any securities (upon exercise of thisWarrant or otherwise) or as a shareholder of the Company, whether suchliabilities are asserted by the Company or by creditors of the Company.  Notwithstanding this Section 6, the Companyshall provide the Holder with copies of the same notices and other informationgiven to the shareholders of the Company generally, contemporaneously with thegiving thereof to the shareholders.

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# 7.     REISSUANCE OF WARRANTS.

### (a)   Transfer of Warrant. If this Warrant is to be transferred, the Holder shall surrender thisWarrant to the Company, whereupon the Company will subject to the satisfactionof the transfer provisions of the Securities Purchase Agreement forthwith issueand deliver upon the order of the Holder a new Warrant (in accordance withSection 7(d)), registered in the name of the registered transferee or assignee,representing the right to purchase the number of Warrant Shares being transferredby the Holder and, if less then the total number of Warrant Shares thenunderlying this Warrant is being transferred, a new Warrant (in accordance withSection 7(d)) to the Holder representing the right to purchase the number ofWarrant Shares not being transferred.

### (b)   Lost, Stolen or Mutilated Warrant.  Upon receipt by the Company of evidencereasonably satisfactory to the Company of the loss, theft, destruction ormutilation of this Warrant, and, in the case of loss, theft or destruction, ofany indemnification undertaking by the Holder to the Company in customary formand, in the case of mutilation, upon surrender and cancellation of thisWarrant, the Company shall execute and deliver to the Holder a new Warrant (inaccordance with Section 7(d)) representing the right to purchase the WarrantShares then underlying this Warrant.

### (c)   Exchangeable for Multiple Warrants.  This Warrant is exchangeable, upon thesurrender hereof by the Holder at the principal office of the Company, for anew Warrant or Warrants (in accordance with Section 7(d)) representing in theaggregate the right to purchase the number of Warrant Shares then underlyingthis Warrant, and each such new Warrant will represent the right to purchasesuch portion of such Warrant Shares as is designated by the Holder at the timeof such surrender; provided, however, that no Warrants for fractional shares ofCommon Stock shall be given.

### (d)   Issuance of New Warrants. Whenever the Company is required to issue a new Warrant pursuant to theterms of this Warrant, such new Warrant (i) shall be of like tenor with thisWarrant, (ii) shall represent, as indicated on the face of such new Warrant,the right to purchase the Warrant Shares then underlying this Warrant (or inthe case of a new Warrant being issued pursuant to Section 7(a) or Section7(c), the Warrant Shares designated by the Holder which, when added to thenumber of shares of Common Stock underlying the other new Warrants issued inconnection with such issuance, does not exceed the number of Warrant Sharesthen underlying this Warrant), (iii) shall have an issuance date, as indicatedon the face of such new Warrant which is the same as the Issuance Date, and(iv) shall have the same rights and conditions as this Warrant.

# 8.     NOTICES.  Whenever notice is required to be given underthis Warrant, unless otherwise provided herein, such notice shall be given inaccordance with Section 9(f) of the Securities Purchase Agreement.  The Company shall provide the Holder withprompt written notice of all actions taken pursuant to this Warrant, includingin reasonable detail a description of such action and the reasontherefore.  Without limiting thegenerality of the foregoing, the Company will give written notice to the Holder(i) immediately upon any adjustment of the Exercise Price, setting forth inreasonable detail, and certifying, the calculation of such adjustment and (ii)at least fifteen days prior to the date on which the Company closes its books 

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# or takes a record(A) with respect to any dividend or distribution upon the shares of CommonStock, (B) with respect to any grants, issuances or sales of any Options,Convertible Securities or rights to purchase stock, warrants, securities orother property to holders of shares of Common Stock or (C) for determiningrights to vote with respect to any Fundamental Transaction, dissolution orliquidation, provided in each case that such information shall be made known tothe public prior to or in conjunction with such notice being provided to theHolder.

# 9.     AMENDMENT AND WAIVER.  No term of this Warrant may be amended,modified or waived unless pursuant to a writing signed by the Company and theRequired Holders; provided that no such action may increase the exercise priceof any SPA Warrant or decrease the number of shares or class of stockobtainable upon exercise of any SPA Warrant without the written consent of theHolder.  No such amendment shall beeffective to the extent that it applies to less than all of the holders of theSPA Warrants then outstanding.

# 10.   GOVERNING LAW.  This Warrant shall be governed by andconstrued and enforced in accor­dance with, and all questions concerning theconstruction, validity, interpretation and performance of this Warrant shall begoverned by, the internal laws of the State of New York, without giving effectto any choice of law or conflict of law provision or rule (whether of the Stateof New York or any other jurisdictions) that would cause the application of thelaws of any jurisdictions other than the State of New York.

# 11.   CONSTRUCTION; HEADINGS.  This Warrant shall be deemed to be jointlydrafted by the Company and all the Buyers and shall not be construed againstany person as the drafter hereof.  Theheadings of this Warrant are for convenience of reference and shall not formpart of, or affect the interpretation of, this Warrant.

# 12.   DISPUTE RESOLUTION.  In the case of a dispute as to thedetermination of the Exercise Price or the arithmetic calculation of theWarrant Shares, the Company shall submit the disputed determinations orarithmetic calculations via facsimile within two Business Days of receipt ofthe Exercise Notice giving rise to such dispute, as the case may be, to theHolder.  If the Holder and the Companyare unable to agree upon such determination or calculation of the ExercisePrice or the Warrant Shares within three Business Days of such disputeddetermination or arithmetic calculation being submitted to the Holder, then theCompany shall, within two Business Days submit via facsimile (a) the disputeddetermination of the Exercise Price to an independent, reputable investmentbank selected by the Company and approved by the Holder or (b) the disputedarithmetic calculation of the Warrant Shares to the Company’s independent,outside accountant.  The Company shallcause at its expense the investment bank or the accountant, as the case may be,to perform the determinations or calculations and notify the Company and theHolder of the results no later than ten Business Days from the time it receivesthe disputed determinations or calculations. Such investment bank’s or accountant’s determination or calculation, asthe case may be, shall be binding upon all parties absent demonstrable error.

# 13.   REMEDIES, OTHEROBLIGATIONS, BREACHES AND INJUNCTIVE RELIEF.  The remedies provided in this Warrant shall becumulative and in addition to all other remedies available under this Warrantand the other Transaction Documents, at law or in equity (including a decree ofspecific performance and/or other injunctive relief), and nothing herein 

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# shall limit theright of the Holder right to pursue actual damages for any failure by theCompany to comply with the terms of this Warrant.  The Company acknowledges that a breach by itof its obligations hereunder will cause irreparable harm to the Holder and thatthe remedy at law for any such breach may be inadequate.  The Company therefore agrees that, in theevent of any such breach or threatened breach, the holder of this Warrant shallbe entitled, in addition to all other available remedies, to an injunctionrestraining any breach, without the necessity of showing economic loss andwithout any bond or other security being required.

# 14.   TRANSFER.  This Warrant may be offered for sale, sold,transferred or assigned without the consent of the Company, except as mayotherwise be required by Section 2(f) of the Securities Purchase Agreement.

# 15.   CERTAIN DEFINITIONS.  For purposes of this Warrant, the followingterms shall have the following meanings:

### (a)   “**Bloomberg**”means Bloomberg Financial Markets.

### (b)   “**Business Day**”means any day other than Saturday, Sunday or other day on which commercialbanks in The City of New York are authorized or required by law to remainclosed.

### (c)   “**Change of Control**”means any Fundamental Transaction other than (i) any reorganization, recapitalization orreclassification of the Common Stock or business combination in which theCompany is the publicly traded surviving entity in which the holders of theCompany’s voting power immediately prior to such reorganization,recapitalization or reclassification or business combination continue aftersuch reorganization, recapitalization or reclassification or businesscombination to hold publicly traded securities and, directly or indirectly, thevoting power of the surviving entity or entities necessary to elect a majorityof the members of the board of directors (or their equivalent if other than acorporation) of such entity or entities (except where Apollo ResourcesInternational or its affiliates becomes the “beneficial owner” (as defined inRule 13d-3 under the Exchange Act), directly or indirectly, of 70% or greaterof the aggregate Voting Stock of the Company), or (ii) pursuant to a migratory merger effectedsolely for the purpose of changing the jurisdiction of incorporation of theCompany.

### (d)   “**Closing Bid Price**”and “**Closing Sale Price**” means, for anysecurity as of any date, the last closing bid price and last closing tradeprice, respectively, for such security on the Principal Market, as reported byBloomberg, or, if the Principal Market begins to operate on an extended hoursbasis and does not designate the closing bid price or the closing trade price,as the case may be, then the last bid price or last trade price, respectively,of such security prior to 4:00:00 p.m., New York time, as reported byBloomberg, or, if the Principal Market is not the principal securities exchangeor trading market for such security, the last closing bid price or last tradeprice, respectively, of such security on the principal securities exchange ortrading market where such security is listed or traded as reported byBloomberg, or if the foregoing do not apply, the last closing bid price or lasttrade price, respectively, of such security in the over-the-counter market onthe electronic bulletin board for such security as reported by Bloomberg, or,if no closing bid price or last trade price, respectively, is reported for suchsecurity by Bloomberg, the average of the bid prices, or the ask prices,respectively, of any 

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### market makers for such security as reportedin the “pink sheets” by Pink Sheets LLC (formerly the National QuotationBureau, Inc.).  If the Closing Bid Priceor the Closing Sale Price cannot be calculated for a security on a particulardate on any of the foregoing bases, the Closing Bid Price or the Closing SalePrice, as the case may be, of such security on such date shall be the fairmarket value as mutually determined by the Company and the Holder.  If the Company and the Holder are unable toagree upon the fair market value of such security, then such dispute shall beresolved pursuant to Section 12.  Allsuch determinations to be appropriately adjusted for any stock dividend, stocksplit, stock combination or other similar transaction during the applicable calculationperiod.

### (e)   “**Common Stock**”means (i) the Company’s shares of Common Stock, par value $0.001 pershare, and (ii) any share capital into which such Common Stock shall havebeen changed or any share capital resulting from a reclassification of such CommonStock.

### (f)    “**Convertible Securities**”means any stock or securities (other than Options) directly or indirectlyconvertible into or exercisable or exchangeable for shares of Common Stock.

### (g)   “**Eligible Market**”means the Principal Market, the American Stock Exchange, The New York StockExchange, Inc., the Nasdaq National Market.

### (h)   “**Expiration Date**”means the date sixty months after the Issuance Date or, if such date falls on aday other than a Business Day or on which trading does not take place on thePrincipal Market (a “**Holiday**”), thenext date that is not a Holiday.

### (i)     “**Fundamental Transaction**”means that the Company shall, directly or indirectly, in one or more relatedtransactions, (i) consolidate or merge with or into (whether or not the Companyis the surviving corporation) another Person or Persons, or (ii) sell, assign,transfer, convey or otherwise dispose of all or substantially all of theproperties or assets of the Company to another Person, or (iii) allow anotherPerson to make a purchase, tender or exchange offer that is accepted by theholders of more than 50% of the outstanding shares of Voting Stock (notincluding any shares of Voting Stock held by the Person or Persons making orparty to, or associated or affiliated with the Persons making or party to, suchpurchase, tender or exchange offer), or (iv) consummate a stock purchaseagreement or other business combination (including, without limitation, areorganization, recapitalization, spin-off or scheme of arrangement) withanother Person whereby such other Person acquires more than the 50% of theoutstanding shares of Voting Stock (not including any shares of Voting Stockheld by the other Person or other Persons making or party to, or associated oraffiliated with the other Persons making or party to, such stock purchaseagreement or other business combination), or (v) reorganize, recapitalize orreclassify its Common Stock or (vi) any “person” or “group” (as these terms areused for purposes of Sections 13(d) and 14(d) of the Exchange Act) (other thanApollo Resources International) is or shall become the “beneficial owner” (asdefined in Rule 13d-3 under the Exchange Act), directly or indirectly, of 50%of the aggregate Voting Stock of the Company, or (vii) Apollo Resources Internationalceases to be the “beneficial owner” (as defined in Rule 13d-3 under theExchange Act), directly or indirectly, of at least 50% of the aggregate VotingStock of the Company, or (viii) Apollo Resources International or itsaffiliates becomes the “beneficial 

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### owner” (as defined in Rule 13d-3 under theExchange Act), directly or indirectly, of 70% or greater of the aggregateVoting Stock of the Company.

### (j)           [**Insert in Additional Warrant**: “**Maximum Eligibility Number**” means initiallyzero and shall be increased each time the Company elects a Mandatory Conversion(as defined in the Notes) pursuant to the Holders’ Notes by an amount equal to50% of the number of Conversion Shares (as defined in the Securities PurchaseAgreement) issued in connection with such Mandatory Conversion.]

### (k)   “**Options**” means any rights, warrants or options tosubscribe for or purchase shares of Common Stock or Convertible Securities.

### (l)    “**Parent Entity**”of a Person means an entitythat, directly or indirectly, controls the applicable Person and whose commonstock or equivalent equity security is quoted or listed on an Eligible Market, or, if there is more than one suchPerson or Parent Entity, the Person or Parent Entity with the largest publicmarket capitalization as of the date of consummation of the FundamentalTransaction.

### (m)  “**Person**” meansan individual, a limited liability company, a partnership, a joint venture, acorporation, a trust, an unincorporated organization, any other entity and agovernment or any department or agency thereof.

### (n)   “**Principal Market**”means OTC Bulletin Board.

### (o)   “**Registration RightsAgreement**” means that certain registration rights agreement by andamong the Company and the Buyers.

### (p)   “**Required Holders**”means the holders of the SPA Warrants representing at least a majority ofshares of Common Stock underlying the SPA Warrants then outstanding.

### (q)   “**SPA Securities**”means the Notes issued pursuant to the Securities Purchase Agreement.

### (r)    “**Successor Entity**”means the Person (or, if soelected by the Required Holders, the Parent Entity) formed by, resulting fromor surviving any Fundamental Transaction or the Person (or, if so elected bythe Required Holders, the Parent Entity) with which such FundamentalTransaction shall have been entered into.

**[SignaturePage Follows]**

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**IN WITNESS WHEREOF,** the Company has causedthis Warrant to Purchase Common Stock to be duly executed as of the IssuanceDate set out above.
|            | **EARTH****BIOFUELS, INC.**     |
|------------|---------------------------------|
| ** ** | ** **                      |
| ** ** | ** **                      |
|       | By:                             |   |
|       | Name: Dennis G. McLaughlin, III |
|       | Title: Chief Executive Officer  |

 

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**EXHIBIT A**

**EXERCISE NOTICE**

**TO BE EXECUTED BY THE REGISTERED HOLDER TO EXERCISE THIS**

**WARRANT TO PURCHASE COMMON STOCK**

**EARTH BIOFUELS, INC.**

The undersigned holder hereby exercises the right topurchase                                  of the shares of Common Stock (“**WarrantShares**”) of Earth Biofuels, Inc., a Delaware corporation (the “**Company**”), evidenced by the attachedWarrant to Purchase Common Stock (the “**Warrant**”).  Capitalized terms used herein and nototherwise defined shall have the respective meanings set forth in the Warrant.

1.             Formof Exercise Price.  The Holder intendsthat payment of the Exercise Price shall be made as:

                                    a “Cash Exercise” with respect to                                 Warrant Shares; and/or

                                     a “Cashless Exercise” with respect to                            Warrant Shares.

2.             Payment of Exercise Price.  In the event that the holder has elected aCash Exercise with respect to some or all of the Warrant Shares to be issuedpursuant hereto, the holder shall pay the Aggregate Exercise Price in the sumof $                                to the Company in accordance with the terms of the Warrant.

3.             Delivery of Warrant Shares.  The Company shall deliver to the holder                                    Warrant Shares in accordance with the terms of the Warrant.

4.             Byits delivery of this Exercise Notice, the undersigned represents and warrantsto the Company that in giving effect to the exercise evidenced hereby theHolder will not beneficially own in excess of the number of shares of CommonStock (determined in accordance with Section 13(d) of the Securities ExchangeAct of 1934) permitted to be owned under Section 1(f)(1) of this Warrant to whichthis notice relates.

 
| Date:                      |   | ,      |   |   |
|----------------------------|--------|--------|--------|--------|
|                       |
|                       |   |
| Name of  Registered Holder |
|                       |
|                       |
| By:                        |   |   |
|                       | Name:  |   |
|                       | Title: |   |
|                            |        |        |        |        |  |  |

 

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**ACKNOWLEDGMENT**

TheCompany hereby acknowledges this Exercise Notice and, if applicable, herebydirects Registrar & Transfer Co.****toissue the above indicated number of shares of Common Stock in accordance withthe Transfer Agent Instructions dated August     , 2006from the Company and acknowledged and agreed to by Registrar & Transfer Co.
|        | **EARTH BIOFUELS, INC.** |
|--------|--------------------------|
|   | ** **               |
|   | ** **               |
|   | By:                      |   |
|   |                     | Name: |
|   |                     | Title: |

 

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Warrant Shares Exercise Log
| Date   | ** ** | **Number of Warrant   Shares Available to be   Exercised** | ** ** | **Number of Warrant Shares   Exercised** | ** ** | **Number of   Warrant Shares   Remaining to   be Exercised** | ** ** |
|--------|------------|-----------------------------------------------------------------------------------------------|------------|--------------------------------------------------------------|------------|-------------------------------------------------------------------------------------------------|------------|
|   |       |                                                                                          |       |                                                         |       |                                                                                            |       |
|   |       |                                                                                          |       |                                                         |       |                                                                                            |       |
|   |       |                                                                                          |       |                                                         |       |                                                                                            |       |

 

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