**EXHIBIT 10.33**

***Execution Copy***

**AMENDEDAND RESTATEDREGISTRATION RIGHTS AGREEMENT**

This AMENDED AND RESTATED REGISTRATION RIGHTSAGREEMENT (this “***Agreement***”), dated as of May26, 2006, is by and between Earth Biofuels, Inc., a Delaware corporation (the “***Company***”), and each of the entitieswhose names appear on the signature pages hereof.  Such entities are each referred to herein as “***Purchaser***” and, collectively, as the“***Purchasers***”.

TheCompany and the Purchasers are party to a Securities Purchase Agreement, datedas of May 26, 2006 (the “***Original PurchaseAgreement***”), and a Registration Rights Agreement, dated as ofMay 26, 2006 (the “***Original Registration Rights Agreement***”).*** ***Pursuantto Section 4.21 of the Original Purchase Agreement, the Company and the Purchasersdesire to amend and restate the Original Purchase Agreement, the OriginalRegistration Rights Agreement, the Notes and the Warrants (each, as definedbelow) to reflect the more favorable terms contained in the Subsequent Closing(as defined in the Original Purchase Agreement).  References in this Agreement to theSecurities Purchase Agreement, the Notes and the Warrants shall be deemed toinclude the Securities Purchase Agreement, the Notes and the Warrants, asamended and restated in connection herewith and as may be further amendedand/or restated from time to time in accordance with their respective terms.

The Company has agreed, on the terms and subject tothe conditions set forth in the Amended and Restated Securities PurchaseAgreement, dated as of May 26, 2006 (the “***Securities PurchaseAgreement***”), to issue and sell to each Purchaser named therein(A) an 8% Senior Note in the form attached to the Securities Purchase Agreement(each, a “***Note***” and, collectively, the “***Notes***”) and (B) a Warrant in theform attached to the Securities Purchase Agreement (each, a “***Warrant***” and, collectively, the “***Warrants***”).

The Notes are convertible, subject to the conditionsspecified in the Securities Purchase Agreement, into shares (the “***Conversion Shares***”) of the Company’scommon stock, par value $0.001 per share (the “***CommonStock***”). The Warrants are exercisable into shares of CommonStock (the “***Warrant Shares***”) inaccordance with their terms.

In order to induce each Purchaser to enter into theSecurities Purchase Agreement, the Company has agreed to provide certainregistration rights under the Securities Act of 1933, as amended (the “***Securities Act***”), and underapplicable state securities laws.

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In considerationof each Purchaser entering into the Securities Purchase Agreement, and othergood and valuable consideration, the receipt and sufficiency of which arehereby acknowledged, the parties agree that the Original Registration RightsAgreement is amended and restated to read in its entirety as follows:

1.             DEFINITIONS.

For purposes of this Agreement, the following termsshall have the meanings specified:

“***Business Day***” means any dayother than a Saturday, a Sunday or a day on which the Commission is closed oron which banks in the City of New York are authorized by law to be closed.

“***Commission***”means the Securities and Exchange Commission.

“***Effective Date***”means the date on which the Registration Statement is declared effective by theCommission.

“***Filing Deadline***”means the date that is the earliest of the following:  (i) the date on which the Company files aregistration statement covering any of its securities issued on or afterJanuary 1, 2006; (ii) the date on which the Company is contractually requiredto file a registration statement covering any of its securities (other than theRegistrable Securities) issued after the Closing Date; and (iii) the date thatis the sixtieth (60th) calendar day following the Closing Date.

“***Holder***”means any person owning or having the right to acquire, through conversion of theNotes or exercise of the Warrants or otherwise, Registrable Securities,including initially each Purchaser and thereafter any permitted assigneethereof.

“***Registrable Securities***”means the Conversion Shares, the Warrant Shares, and any other shares of CommonStock issuable pursuant to the terms of the Note or the Warrants, and anyshares of capital stock issued or issuable from time to time (with anyadjustments) in replacement of, in exchange for or otherwise in respect of theConversion Shares and the Warrant Shares.

“***Registration Deadline***”means the earliest of (i) the one hundred and twentieth (120th) calendar day following theClosing Date, (ii) the sixtieth (60th)calendar day following the Filing Deadline, and (iii) the fifth (5th) Business Day after the Company learnsthat no review of the Registration Statement will be made by the staff of theCommission or that the staff of the Commission has no further comments on theRegistration Statement.

“***Registration Period***”has the meaning set forth in ***Section 2(c)***below.

“***Registration Statement***”means a registration statement or statements prepared in compliance with theSecurities Act and pursuant to Rule 415 under the Securities Act (“***Rule 415***”) or any successor ruleproviding for the offering of securities on a continuous or delayed basis.

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Capitalized terms usedherein and not otherwise defined shall have the respective meanings specifiedin the Securities Purchase Agreement.

2.             REGISTRATION.

(a)           Filingof Registration Statement.  On orbefore the Filing Deadline, the Company shall prepare and file with theCommission a Registration Statement on Form SB-2 as a “shelf” registrationstatement under Rule 415 covering the resale of a number of shares ofRegistrable Securities equal to one hundred and fifty percent (150%) of thenumber of shares of Common Stock issuable upon conversion of the Notes andexercise of the Warrants (such number to be determined using the ConversionPrice (as defined in the Notes) and Exercise Price (as defined in the Warrants)in effect on the date on which the Registration Statement is filed and withoutregard to any restriction on such conversion or exercise). Such RegistrationStatement shall state, to the extent permitted by Rule 416 under the SecuritiesAct, that it also covers such indeterminate number of additional shares ofCommon Stock as may become issuable upon the conversion of the Notes andexercise of the Warrants in order to prevent dilution resulting from stocksplits, stock dividends or similar events. The Company shall retain Akin, Gump, Strauss, Hauer & Feld LLP or acomparable national law firm that is reasonably satisfactory to the Purchasersto handle the preparation of the Registration Statement and the process ofgetting such Registration Statement effective.

(b)           S-1/S-3Registration Statement. Notwithstanding the foregoing ***Section 2(a)***,if at the Filing Deadline the Company does not meet the eligibilityrequirements for filing a Registration Statement on Form SB-2, then in eachsuch case the Company shall instead prepare and file with the Commission aRegistration Statement meeting the foregoing requirements on Form S-1. In theevent that the Company files a Registration Statement on Form S-1 or FormSB-2,  and thereafter meets theeligibility requirements to use Form S-3 for the resale of RegistrableSecurities by the Purchaser, the Company shall re-file such RegistrationStatement, or file a new Registration Statement covering at least the number ofshares then registered on the existing Registration Statement(s) (and notpreviously sold pursuant to an existing Registration Statement or pursuant toRule 144 under the Securities Act (“***Rule 144***”)),on Form S-3 as promptly as practicable (but in no event later than thirty (30)days) after the Company meets such requirements.

(c)           Effectiveness.  The Company shall use reasonable best effortsto cause the Registration Statement to become effective as soon as practicablefollowing the filing thereof, but in no event later than the RegistrationDeadline.  The Company shall respondpromptly to any and all comments made by the staff of the Commission on withrespect to a Registration Statement, and shall submit to the Commission, withintwo (2) Business Days after the Company learns that no review of suchRegistration Statement will be made by the staff of the Commission or that thestaff of the Commission has no further comments on such Registration Statement,as the case may be, a request for acceleration of the effectiveness of suchRegistration Statement to a time and date not later than two (2) Business Daysafter the submission of such request. The Company will maintain the effectiveness of each RegistrationStatement filed pursuant to this Agreement until the earliest to occur of (i)the date on which all of the Registrable Securities eligible for resalethereunder have been publicly sold pursuant to either the RegistrationStatement or Rule 144, (ii) the date on which all of the Registrable Securitiesremaining to be sold under such Registration Statement (in the reasonableopinion of counsel to the Company) may be immediately sold to the public under 

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Rule 144(k) under the Securities Act (“***Rule 144(k)***”) or any successorprovision and (iii) the date that is the second (2nd) anniversary of the  Effective Date (the period beginning on theClosing Date and ending on the earliest to occur of (i), (ii) or (iii) abovebeing referred to herein as the “***Registration Period***”).

(d)           RegistrationDefault.  If (i) the RegistrationStatement is not filed on or before the Filing Deadline or declared effectiveby the Commission on or before the Registration Deadline, (ii) after aRegistration Statement has been declared effective by the Commission, sales ofRegistrable Securities (other than such Registrable Securities as are then freelysaleable pursuant to Rule 144(k)) cannot be made by a Holder under aRegistration Statement for any reason not within the exclusive control of suchHolder, or (iii) an amendment or supplement to a Registration Statement, or anew registration statement, required to be filed pursuant to the terms of ***Section 3(j)*** below, is not filed onor before the date required by such section (each of the foregoing clauses (i),(ii) and (iii) being referred to herein as a “***RegistrationDefault***”), the Company shall make cash payments to each Holderequal to such Holder’s *pro rata* share(based on the aggregate number of Registrable Securities then held by orissuable to such Holder as of the occurrence of the Registration Deadline)equal to one percent (1%) of the aggregate Purchase Price paid by such Holderfor such Holder’s Note and Warrants for each thirty (30) day period (pro ratedfor partial periods) in which a Registration Default exists, up to a maximum offour percent (4%) of the aggregate Purchase Price paid by such Holder for suchHolder’s Note and Warrants; *provided, however,*thatsuch maximum shall be increased to six percent (6%) of the aggregate PurchasePrice paid by such Holder if the Registration Statement is not filed on orbefore August 31, 2006. Notwithstanding any provision of this Agreement to thecontrary, the Company shall be permitted to suspend the Registration Statementfor one or more periods (provided that the aggregate length of such suspensionshall not exceed ten (10) consecutive Business Days or an aggregate of twenty(20) Business Days in any 365 day period, with at least thirty calendar daysbetween each such suspension) the actions required under ***Section2(a)*** of this Agreement to the extent that the Board of Directorsof the Company concludes reasonably and in good faith that the disclosure ofinformation in the prospectus is not in the best interest of the Company.  Each such payment required to be made underthis ***Section 2(d)*** shall be made withinfive (5) Business Days following the last day of each calendar month in which aRegistration Default exists. Any such payment made following such five (5)Business Day window shall be subject to interest at the lower of sixteenpercent (16%) and the maximum rate permitted by applicable law.  Any such payment shall be in addition to anyother remedies available to each Holder at law or in equity, whether pursuantto the terms hereof, the Securities Purchase Agreement, the Notes, orotherwise.

(e)           Allocation of Conversion Sharesand Warrant Shares. The initial number of Conversion Shares and WarrantShares included in any Registration Statement and each increase in the numberthereof included therein shall be allocated *pro rata* amongthe Holders based on the aggregate number of Registrable Securities issuable toeach Holder at the time the Registration Statement covering such initial numberof Registrable Securities or increase thereof is declared effective by theCommission (such number to be determined using the Conversion Price or ExercisePrice, as applicable, in effect at such time and without regard to anyrestriction on the ability of a Holder to convert such Holder’s Note orexercise such Holder’s Warrant as of such date).  In the event that a Holder sells or otherwisetransfers any of such Holder’s Registrable Securities, each transferee shall beallocated the portion of the then remaining number of Registrable Securitiesincluded in such Registration Statement allocable to the transferor.

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(f)            Registration of Other Securities.  During the period beginning on the datehereof and ending on the Effective Date, the Company shall refrain from filingany registration statement (other than (i) a Registration Statement filedhereunder, (ii) a registration statement on Form S-8 with respect to stock optionplans and agreements and stock plans currently in effect and disclosed in theSecurities Purchase Agreement or the schedules thereto, or (iii) a registrationstatement on Form S-4 with respect to an acquisition or other businesscombination involving the Company.

3.             OBLIGATIONS OFTHE COMPANY.

In addition to performing its obligations hereunder,including without limitation those pursuant to Section 2 above, the Companyshall, with respect to each Registration Statement:

(a)           prepareand file with the Commission such amendments and supplements to suchRegistration Statement and the prospectus used in connection with suchRegistration Statement as may be necessary to comply with the provisions of theSecurities Act or to maintain the effectiveness of such Registration Statementduring the Registration Period, or as may be reasonably requested by a Holderin order to incorporate information concerning such Holder or such Holder’sintended method of distribution and further incorporating such additional informationas may be reasonably requested by such Holder;

(b)           atsuch time following the Closing that the Company is eligible to do so, usecommercially reasonable efforts to secure the listing on the Principal Marketof all Registrable Securities issuable upon conversion of the Notes andexercise of the Warrants, and at any Holder’s request, provide such Holder withreasonable evidence thereof;

(c)           solong as a Registration Statement is effective covering the resale of theapplicable Registrable Securities owned by a Holder, furnish to each Holdersuch number of copies of the prospectus included in such RegistrationStatement, including a preliminary prospectus, in conformity with therequirements of the Securities Act, and such other documents as such Holder mayreasonably request in order to facilitate the disposition of such Holder’sRegistrable Securities;

(d)           usecommercially reasonable efforts to register or qualify the RegistrableSecurities under the securities or “blue sky” laws of such jurisdictions withinthe United States as shall be reasonably requested from time to time by aHolder, and do any and all other acts or things which may reasonably benecessary or advisable to enable such Holder to consummate the public sale orother disposition of the Registrable Securities in such jurisdictions; *provided* that the Company shall not be required inconnection therewith or as a condition thereto to qualify to do business or tofile a general consent to service of process in any such jurisdiction;

(e)           notifyeach Holder immediately after becoming aware of the occurrence of (i) anyrequest by the SEC or any other federal/state governmental authority during theperiod of effectiveness of the Registration Statement for amendments orsupplements to a Registration Statement or related prospectus or for additionalinformation or (ii) any other event (but shall not, without the prior writtenconsent of such Holder, disclose to such Holder any facts or circumstances 

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constituting material non-public information) as a resultof which the prospectus included in such Registration Statement, as then ineffect, contains an untrue statement of material fact or omits to state amaterial fact required to be stated therein or necessary to make the statementstherein, in light of the circumstances under which they were made, notmisleading, and as promptly as practicable prepare and file with the Commissionand furnish to each Holder a reasonable number of copies of a supplement or anamendment to such prospectus as may be necessary so that such prospectus doesnot contain an untrue statement of material fact or omit to state a materialfact required to be stated therein or necessary to make the statements thereinnot misleading in light of the circumstances then existing;

(f)            usecommercially reasonable efforts to prevent the issuance of any stop order orother order suspending the effectiveness of such Registration Statement and, ifsuch an order is issued, to notify each Holder immediately after becoming awarethereof and to use commercially reasonable efforts obtain the withdrawalthereof at the earliest possible time and to notify each Holder in writing ofthe issuance of such order and the resolution thereof;

(g)           furnishto each Holder, on the date that such Registration Statement, or any successorregistration statement, becomes effective, a letter, dated such date, signed byan officer of or counsel to the Company and addressed to such Holder,confirming such effectiveness and, to the knowledge of such counsel, theabsence of any stop order;

(h)           provideto each Holder and its representatives the reasonable opportunity to conduct areasonable inquiry of the Company’s financial and other records during normalbusiness hours and make available during normal business hours and withreasonable advance notice its officers, directors and employees for questionsregarding information which such Holder may reasonably request in order tofulfill any due diligence obligation on its part;

(i)            permitcounsel for each Holder to review such Registration Statement and allamendments and supplements thereto, and any comments made by the staff of theCommission concerning such Holder and/or the transactions contemplated by theTransaction Documents and the Company’s responses thereto, within a reasonableperiod of time prior to the filing thereof with the Commission (or, in the caseof comments made by the staff of the Commission, within a reasonable period oftime following the receipt thereof by the Company);

(j)            inthe event that, at any time, the number of shares available under theRegistration Statement is insufficient to cover one hundred and twenty-fivepercent (125%) of the Registrable Securities issuable under the Notes andWarrants (such number to be determined using the Conversion Price or ExercisePrice, as applicable, in effect at such time and without regard to anyrestriction on the ability of any Holder to convert such Holder’s Note orexercise such Holder’s Warrant) the Company shall promptly amend suchRegistration Statement or file a new registration statement, in any event assoon as practicable, but not later than the tenth (10th) day following notice from aHolder of the occurrence of such event, so that such Registration Statement orsuch new registration statement, or both, covers no less than one hundred andfifty percent (150%) of the Registrable Securities eligible for resalethereunder and issuable under the Notes and Warrants (such number to bedetermined using the Conversion Price or Exercise Price, as applicable, in effectat the time of such amendment or filing and without regard to any restrictionon the ability of any Holder

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to convert such Holder’s Note or exercise such Holder’sWarrant). The Company shall use its best efforts to cause such amendment and/ornew Registration Statement to become effective as soon as practicable followingthe filing thereof. Any Registration Statement filed pursuant to this ***Section 3(j)*** shall state that, tothe extent permitted by Rule 416 under the Securities Act, such RegistrationStatement also covers such indeterminate number of additional shares of CommonStock as may become issuable upon conversion of the Note and exercise of theWarrants in order to prevent dilution resulting from stock splits, stockdividends or similar events. Unless and until such amendment or newRegistration Statement becomes effective, each Holder shall have the rightsdescribed in ***Section 2(d)*** above;

(k)           causeto be furnished to each Holder, upon request therefor, comfort letters from theCompany’s independent auditors and/or outside counsel, with respect to suchHolder’s status as an underwriter; and

(l)            causeto be timely furnished to each Holder, earnings statements of the Companyconforming to the requirements of Rule 158 under the Securities Act.

4.             OBLIGATIONSOF EACH HOLDER.

In connection with the registration of Registrable Securities pursuantto a Registration Statement, each Holder shall:

(a)           timelyfurnish to the Company (i) a completed Shareholder Questionnaire and (ii) suchinformation in writing regarding itself and the intended method of dispositionof such Registrable Securities as the Company shall reasonably request in orderto effect the registration thereof;

(b)           uponreceipt of any notice from the Company of the happening of any event of thekind described in ***Sections 3(e)*** or ***3(f)***, immediately discontinue anysale or other disposition of such Registrable Securities pursuant to suchRegistration Statement until the filing of an amendment or supplement asdescribed in ***Section 3(e)*** or withdrawal ofthe stop order referred to in ***Section 3(f)***,and use commercially reasonable efforts to maintain the confidentiality of suchnotice and its contents;

(c)           tothe extent required by applicable law, deliver a prospectus to the purchaser ofsuch Registrable Securities;

(d)           notifythe Company when it has sold all of the Registrable Securities held by it; and

(e)           notify the Company in the event thatany information supplied by such Holder in writing for inclusion in suchRegistration Statement or related prospectus is untrue or omits to state amaterial fact required to be stated therein or necessary to make suchinformation not misleading in light of the circumstances then existing;immediately discontinue any sale or other disposition of such Registrable Securitiespursuant to such Registration Statement until the filing of an amendment orsupplement to such prospectus as may be necessary so that such prospectus doesnot contain an 

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untrue statement ofmaterial fact or omit to state a material fact required to be stated therein ornecessary to make the statements therein not misleading in light of thecircumstances then existing; and use commercially reasonable efforts to assistthe Company as may be appropriate to make such amendment or supplementeffective for such purpose.

5.             INDEMNIFICATION.

In the event that any Registrable Securities areincluded in a Registration Statement under this Agreement:

(a)           Tothe extent permitted by law, the Company shall indemnify and hold harmless eachHolder, the officers, directors, employees, agents and representatives of suchHolder, and each person, if any, who controls such Holder within the meaning ofthe Securities Act or the Securities Exchange Act of 1934, as amended (the “***Exchange Act***”), against any losses,claims, damages, liabilities or reasonable out-of-pocket expenses (whetherjoint or several) (collectively, including reasonable legal expenses or otherexpenses reasonably incurred in connection with investigating or defendingsame, “***Losses***”), insofar as any suchLosses arise out of or are based upon (i) any untrue statement or allegeduntrue statement of a material fact contained in such Registration Statementunder which such Registrable Securities were registered, including anypreliminary prospectus or final prospectus contained therein or any amendmentsor supplements thereto, or (ii) the omission or alleged omission to statetherein a material fact required to be stated therein, or necessary to make thestatements therein, in light of the circumstances under which they were made,not misleading.  Subject to theprovisions of ***Section 5(c)*** below, theCompany will reimburse such Holder, and each such officer, director, employee,agent, representative or controlling person, for any reasonable legal expensesor other out-of-pocket expenses as reasonably incurred by any such entity orperson in connection with investigating or defending any Loss; *provided, however*, that the foregoing indemnity shall notapply to amounts paid in settlement of any Loss if such settlement is effectedwithout the consent of the Company (which consent shall not be unreasonablywithheld), nor shall the Company be obligated to indemnify any person for anyLoss to the extent that such Loss arises out of or is based upon (i) anydisclosure or any omission or alleged omission (to state a material factrequired to be stated therein or necessary to make statements therein notmisleading) that is based upon or in conformity with written informationfurnished (or not furnished, in the case of an omission) by such personexpressly for use in such Registration Statement or (ii) a failure of suchperson to deliver or cause to be delivered the final prospectus contained inthe Registration Statement and made available by the Company, if such deliveryis required by applicable law.

(b)           Tothe extent permitted by law, each Holder who is named in such RegistrationStatement as a selling shareholder, acting severally and not jointly, shallindemnify and hold harmless the Company, the officers, directors, employees,agents and representatives of the Company, and each person, if any, whocontrols the Company within the meaning of the Securities Act or the ExchangeAct, against any Losses to the extent (and only to the extent) that any suchLosses arise out of or are based upon (i) any disclosure or any omission oralleged omission (to state a material fact required to be stated therein ornecessary to make statements therein not misleading) that is based upon or inconformity with written information furnished (or not furnished, in the case ofan omission) by such person expressly for use in such Registration Statement,or (ii) a failure of such Holder to deliver or cause to be delivered the finalprospectus contained in the Registration 

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Statement and made available by the Company, if suchdelivery is required under applicable law. Subject to the provisions of ***Section 5(c)*** below, such Holder willreimburse any legal or other expenses as reasonably incurred by the Company andany such officer, director, employee, agent, representative, or controllingperson, in connection with investigating or defending any such Loss; *provided, however*, that the foregoing indemnity shall notapply to amounts paid in settlement of any such Loss if such settlement iseffected without the consent of such Holder (which consent shall not beunreasonably withheld); and *provided, further*,that, in no event shall any indemnity under this ***Section5(b)*** exceed the net proceeds resulting from the sale of theRegistrable Securities sold by such Holder under such Registration Statement.

(c)           Promptlyafter receipt by an indemnified party under this Section 5 of notice of thecommencement of any action (including any governmental action), suchindemnified party will, if a claim in respect thereof is to be made against anyindemnifying party under this Section 5, promptly deliver to theindemnifying party a written notice of the commencement thereof and theindemnifying party shall have the right to participate in and to assume thedefense thereof with counsel selected by the indemnifying party and reasonablyacceptable to the indemnified party; *provided, however*,that an indemnified party shall have the right to retain its own counsel, withthe reasonably incurred fees and expenses of one such counsel for allindemnified parties to be paid by the indemnifying party, if representation ofsuch indemnified party by the counsel retained by the indemnifying party wouldbe inappropriate under applicable standards of professional conduct due toactual or potential conflicting interests between such indemnified party andany other party represented by such counsel in such proceeding.  The failure to deliver written notice to theindemnifying party within a reasonable time of the delivery of notice of anysuch action, to the extent prejudicial to its ability to defend such action,shall relieve such indemnifying party of any liability to the indemnified partyunder this Section 5 with respect to such action, but the omission so todeliver written notice to the indemnifying party will not relieve it of anyliability that it may have to any indemnified party otherwise than under thisSection 5 or with respect to any other action unless the indemnifying party ismaterially prejudiced as a result of not receiving such notice.

(d)           Inthe event that the indemnity provided in ***Sections 5(a)***or***5(b)*** is unavailable or insufficientto hold harmless an indemnified party for any reason, the Company and eachHolder agree, severally and not jointly, to contribute to the aggregate Lossesto which the Company or such Holder may be subject in such proportion as isappropriate to reflect the relative fault of the Company and such Holder inconnection with the statements or omissions which resulted in such Losses; *provided, however*, that in no case shall such Holder beresponsible for any amount in excess of the net proceeds resulting from thesale of the Registrable Securities sold by it under the RegistrationStatement.  Relative fault shall be determinedby reference to whether any alleged untrue statement or omission relates toinformation provided by the Company or by such Holder.  The Company and each Holder agree that itwould not be just and equitable if contribution were determined by *pro rata* allocation or any other method ofallocation which does not take account of the equitable considerations referredto above.  Notwithstanding the provisionsof this ***Section 5(d)***, no personguilty of fraudulent misrepresentation (within the meaning of Section 11(f) ofthe Securities Act) shall be entitled to contribution from any person who isnot guilty of such fraudulent misrepresentation.  For purposes of this Section 5, each personwho controls a Holder within the meaning of either the Securities Act or theExchange Act and each officer, director, employee, agent or representative ofsuch Holder shall have the same rights to contribution as such 

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Holder, and each person who controls the Companywithin the meaning of either the Securities Act or the Exchange Act and eachofficer, director, employee, agent or representative of the Company shall havethe same rights to contribution as the Company, subject in each case to theapplicable terms and conditions of this ***Section 5(d)***.

(e)           Theobligations of the Company and each Holder under this Section 5 shallsurvive the conversion of the Note and exercise of the Warrants in full, thecompletion of any offering or sale of Registrable Securities pursuant to aRegistration Statement under this Agreement, or otherwise.

6.             REPORTS.

With a view to making available to each Holder the benefits of Rule 144and any other similar rule or regulation of the Commission that may at any timepermit such Holder to sell securities of the Company to the public withoutregistration, the Company agrees to:

(a)           makeand keep public information available, as those terms are understood anddefined in Rule 144;

(b)           filewith the Commission in a timely manner all reports and other documents requiredof the Company under the Exchange Act; and

(c)           furnishto such Holder, so long as such Holder owns any Registrable Securities,promptly upon written request (i) a written statement by the Company, if true,that it has complied with the reporting requirements of Rule 144 and theExchange Act, (ii) to the extent not publicly available through the Commission’sEDGAR database, a copy of the most recent annual or quarterly report of theCompany and such other reports and documents so filed by the Company with theCommission, and (iii) such other information as may be reasonably requested bysuch Holder in connection with such Holder’s compliance with any rule orregulation of the Commission which permits the selling of any such securitieswithout registration.

7.             MISCELLANEOUS.

(a)           Expensesof Registration.  Except as otherwiseprovided in the Securities Purchase Agreement, all reasonable expenses, otherthan underwriting discounts and commissions and fees and expenses of counseland other advisors to each Holder, incurred in connection with theregistrations, filings or qualifications described herein, including (withoutlimitation) all registration, filing and qualification fees, printers’ andaccounting fees, the fees and disbursements of counsel for the Company, and thefees and disbursements incurred in connection with the opinion and letterdescribed in ***Section 3(g)*** hereof, shall beborne by the Company.  Except asotherwise agreed to by such Holder, the Company shall maintain in strictconfidence, all information with respect to such Holder.

(b)           Amendment;Waiver.  Except as expressly provided herein, neither this Agreement nor anyterm hereof may be amended or waived except pursuant to a written instrumentexecuted by the Company and the Holders of at least two-thirds (2/3) of the RegistrableSecurities into 

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which all of the Note and Warrants then outstandingare convertible or exercisable (without regard to any limitation on suchconversion or exercise). Any amendment orwaiver effected in accordance with this ***Section6(b)*** shall be binding uponeach Holder, each future Holder and the Company.  The failure of any party to exercise anyright or remedy under this Agreement or otherwise, or the delay by any party inexercising such right or remedy, shall not operate as a waiver thereof.

(c)           Notices.  Any notices, consents, waivers or othercommunications required or permitted to be given under the terms of thisAgreement must be in writing and will be deemed to have been delivered: (i)upon receipt, when delivered personally; (ii) upon receipt, when sent byfacsimile (provided confirmation of transmission is mechanically orelectronically generated and kept on file by the sending party); or (iii) oneBusiness Day after deposit with an overnight courier service, in each caseproperly addressed to the party to receive the same. The addresses andfacsimile numbers for such communications shall be:

if to the Company:

 

Earth Biofuels, Inc.3001 Knox Street, Suite 403,Dallas, Texas 75205Telephone: 214.389.9800Facsimile: 214.389.9806Attention: Dennis McLaughlin

 

with a copy (forinformational purposes only) to:

 

Scheef & Stone, LLPTelephone: 214.706.4200

Facsimile: 214.706.4242

Attention: Roger A. Crabb, Esq.

and if to theHolder, to the address and facsimile number as to which the Holder has notifiedthe Company in writing. Written confirmation of receipt (A) given by therecipient of such notice, consent, waiver or other communication, (B)mechanically or electronically generated by the sender’s facsimile machinecontaining the time, date, recipient facsimile number and an image of the firstpage of such transmission or (C) provided by an overnight courier service shallbe rebuttable evidence of personal service, receipt by facsimile or receiptfrom an overnight courier service in accordance with clause (i), (ii) or (iii)above, respectively.

(d)           Assignment.  Upon the transfer of any Note, Warrants orRegistrable Securities by a Holder, the rights of such Holder hereunder withrespect to such securities so transferred shall be assigned automatically tothe transferee thereof, and such transferee shall thereupon be deemed to be a “Holder”for purposes of this Agreement, as long as: (i) the Company is, within areasonable period of time following such transfer, furnished with writtennotice of the name and address of such transferee, (ii) the transferee agreesin writing with the Company to be bound by all of the provisions hereof, and(iii) such transfer is made in accordance with the applicable requirements ofthe Securities Purchase Agreement, the Notes or the Warrants, as applicable.

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(e)           Counterparts.  This Agreement may be executed incounterparts, each of which shall be deemed an original, and all of whichtogether shall be deemed one and the same instrument.  This Agreement, once executed by a party, maybe delivered to any other party hereto by facsimile transmission.

(f)            GoverningLaw.  This Agreement shall begoverned by and construed in accordance with the laws of the State of New Yorkapplicable to contracts made and to be performed entirely within the State ofNew York.

(g)           Holder of Record.  A person is deemed to be a Holder wheneversuch person owns or is deemed to own of record such RegistrableSecurities.  If the Company receivesconflicting instructions, notices or elections from two or more persons withrespect to the same Registrable Securities, the Company shall act upon thebasis of instructions, notice or election received from the record owner ofsuch Registrable Securities.

(h)           Entire Agreement. This Agreement and the other TransactionDocuments constitute the entire agreement among the parties hereto with respectto the subject matter hereof and thereof. There are no restrictions, promises, warranties or undertakings, otherthan those set forth or referred to herein and therein.  This Agreement and the other Transaction Documentssupersede all prior agreements and understandings among the parties hereto withrespect to the subject matter hereof and thereof.

(i)            Headings.  The headings in this Agreement are forconvenience of reference only and shall not limit or otherwise affect themeaning hereof.

(j)            Third PartyBeneficiaries.  ThisAgreement is intended for the benefit of the parties hereto and theirrespective permitted successors and assigns, and is not for the benefit of, normay any provision hereof be enforced by, any other person.

[Signature Pages to Follow]

12

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IN WITNESS WHEREOF, theundersigned have executed this Registration Rights Agreement as of the datefirst-above written.
| EARTH BIOFUELS, INC.                                                 | ** **                      |       |   |
|----------------------------------------------------------------------|---------------------------------|------------|--------|
|                                                                 |                            | ** ** |   |   |
|                                                                 |                            | ** ** |   |   |
| By:                                                                  | /s/ Dennis G. McLaughlin, III   | ** ** |   |   |
| ** **                                                           | Name: Dennis G. McLaughlin, III | ** ** |   |   |
| ** **                                                           | Title: Chief Executive Officer  | ** ** |   |   |
|                                                                 | ** **                      | ** ** |   |   |
|                                                                 | ** **                      | ** ** |   |   |
| EVOLUTION MASTER FUND LTD.     SPC, SEGREGATED PORTFOLIO M | ** **                      |       |   |
|                                                                 | ** **                      | ** ** |   |   |
|                                                                 | ** **                      | ** ** |   |   |
| By:                                                                  | /s/ Adrian Brindle              | ** ** |   |   |
|                                                                 | Name: Adrian Brindle            | ** ** |   |   |
|                                                                 | Title: Director                 | ** ** |   |   |

 

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