**EXHIBIT 10.60**

NEITHER THIS WARRANT NOR THE SECURITIES ISSUABLE UPON EXERCISE HEREOFHAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, ORAPPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE TRANSFERRED, SOLD OR OTHERWISEDISPOSED OF IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT WITHRESPECT TO THIS SECURITY, FILED AND MADE EFFECTIVE UNDER THE SECURITIES ACT OF1933, AS AMENDED, AND SUCH APPLICABLE STATE SECURITIES LAWS, OR (B) AN OPINIONOF COUNSEL ADDRESSED AND SATISFACTORY TO THE ISSUER TO THE EFFECT THATREGISTRATION UNDER SUCH ACT AND SUCH APPLICABLE STATE SECURITIES LAWS IS NOTREQUIRED.

July 21, 2006

**WARRANT TO PURCHASE SHARESOF COMMON STOCK**

***- of -***

**EARTH BIOFUELS, INC.**

For value received, **EARTHBIOFUELS, INC.**, a Delaware corporation (the “Company”), pursuantto the 2006 Stock Option and Award Plan of the Company, hereby grants to **LANCE A. BAKROW**, or his registeredsuccessor or assigns (the “Holder”) the right to purchase from the Companyshares of the Common Stock of the Company (the “Common Stock”), at the optionof the Holder, upon surrender hereof at the principal office of the Company,with the subscription form attached hereto duly executed, and simultaneouspayment therefor as hereinafter provided of the Warrant Exercise Pricemultiplied by the number of shares of Common Stock for which the Warrant is exercised.The number and Warrant Exercise Price of such shares of Common Stock are subjectto adjustment as provided below.

This Warrant (the “Warrant”) is duly authorized and issued by theCompany. In furtherance thereof, and in consideration of the premises,covenants, promises, representations and warranties hereinafter set forth, theCompany hereby agrees as follows:

# 1.    Term of Warrant. Subject to theterms and conditions set forth herein, this Warrant shall be exercisable, inwhole or in part, during the term commencing on the date hereof and ending onMay 31, 2011.

# 2.    Number of Shares and Warrant ExercisePrice. The Holder shall be entitled to subscribe for and purchase from theCompany 4,000,000 validly issued, fully paid and non

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# assessable shares (the “Warrant Shares”) of the Company’s Common Stock,par value $0.001 per share, at a purchase price equal to the Warrant ExercisePrice. The “Warrant Exercise Price” is $0.25 per share.  Contemporaneously with the issuance to Holderof this Warrant, Holder has paid to the Company the amount of $100,000, whichamount shall not constitute a pre-payment of the Warrant Exercise Price.

# 3.    Exercise of Warrant.

## 3.1.          Duration and Exercise of Warrant. The purchaserights represented by this Warrant may be exercised by the Holder, in whole orin part, at any time after the date hereof and prior to the expiration of theterm of this Warrant, by the surrender of this Warrant and the Notice ofExercise attached hereto as Exhibit A duly executed, at the principaloffice of the Company (or such other office of the Company as it may designateby notice in writing to the Holder at the address of the Holder), upon payment(i) in cash, by check or by wire transfer, (ii) by cancellation by the Holderof indebtedness of the Company, to the Holder, or (iii) by a combination of (i)and (ii), of the Warrant Exercise Price multiplied by the number of shares ofCommon Stock to be purchased. Any notice of exercise of this Warrant may, atthe election of the Holder, be stated to be effective upon the futureeffectiveness of a registration statement with respect to the Warrant Shares.

## 3.2.          Net Issue Election (Cashless Exercise). The Holder mayelect to receive, without the payment by the Holder of any additionalconsideration, shares equal to the value of this Warrant or any portion hereofby surrender of this Warrant or such portion to the Company with the net issueelection notice annexed hereto duly executed, at the office of the Company.Thereupon, the Company shall issue to the Holder such number of fully paid andnonassessable shares of Common Stock as is computed using the followingformula:

X = Y (A-B)A

Where                                                            X =          thenumber of shares to be issued to the Holder pursuant to this Section 3.2.

Y=                              the number of shares covered by this Warrantin respect of which the net issue election is made pursuant to this Section3.2.

A=                            the fair market value of one share of CommonStock, as determined in accordance with the provisions of this Section 3.2.

B=                              the Purchase Price in effect under thisWarrant at the time the net issue election is made pursuant to this Section3.2.

For purposes of this Section 3.2, the “fair market value” per share ofthe Company’s Common Stock shall mean the last reported sale price of theCommon Stock on the effective date of exercise of the net issue election, or ifthe last reported sale price information is not available for such day, theaverage of the mean of the closing bid and asked prices for such day.

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## 3.3.          Delivery of Warrant; Fractional Shares

### (a)           This Warrant shall be deemed to havebeen exercised immediately prior to the close of business on the date of itssurrender for exercise as provided above, and the person entitled to receivethe shares of Common Stock issuable upon such exercise shall be treated for allpurposes as the holder of record of such shares as of the close of business onsuch date (the “Exercise Date”). Not later than three business days after anyExercise Date, the Company will deliver or cause to be delivered to the Holdera certificate or certificates representing the Warrant Shares. The Companyshall, if available and if allowed under applicable securities laws, use itsbest efforts to deliver any certificate or certificates required to be deliveredby the Company under this paragraph electronically through the Depository TrustCorporation or another established clearing corporation performing similarfunctions. If such certificate or certificates are not delivered to or asdirected by the Holder by the third business day after a Exercise Date, TheHolder shall be entitled by written notice to the Company at any time on orbefore its receipt of such certificate or certificates thereafter, to rescindsuch exercise, in which event the Company shall immediately return thisWarrant. Moreover, if the Company fails for any reason to deliver to the Holdersuch certificate or certificates by the third business day after the ExerciseDate, the Company shall pay to the Holder, in cash, as liquidated damages andnot as a penalty, 1% per business day of the fair market value of the WarrantShares (increasing to 2% per business day after ten business days after suchdamages begin to accrue) for each business day until such certificates are delivered.Such liquidated damages are intended solely to compensate the Holder for thedelay in issuing such certificates and in no way shall be construed to relievethe Company of its obligation to issue and deliver such certificates or in lieuof any other remedies to compel delivery of such certificates. The Company’sobligations to issue and deliver the Warrant Shares upon exercise of thisWarrant in accordance with the terms hereof are absolute and unconditional, irrespectiveof any action or inaction by the Holder to enforce the same, any waiver orconsent with respect to any provision hereof, the recovery of any judgmentagainst any person or any action to enforce the same, or any setoff,counterclaim, recoupment, limitation or termination, or any breach or allegedbreach by the Holder or any other person of any obligation to the Company orany violation or alleged violation of law by the Holder or any other person,and irrespective of any other circumstance which might otherwise limit suchobligation of the Company to the Holder in connection with the issuance of suchWarrant Shares. In the event that the Holder shall elect exercise this Warrantin whole or in any part, the Company may not refuse exercise based on any claimthat the Holder or anyone associated or affiliated with the Holder has beenengaged in any violation of law, agreement or for any other reason, unless aninjunction from a court, on notice, restraining and or enjoining exercise ofall or part of this Warrant shall have been sought and obtained and the Companyposts a surety bond for the benefit of the Holder in the amount of 150% of thefair market value of the Warrant Shares, which is subject to the injunction,which bond shall remain in effect until the completion of litigation of thedispute and the proceeds of which shall be payable to the Holder to the extentit obtains judgment. In the absence of an injunction precluding the same, theCompany shall issue Warrant Shares upon a properly noticed exercise.

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### Nothing herein shall limit the Holder’s rightto other remedies for the Company’s failure to deliver Warrant Shares withinthe period specified herein, and the Holder shall have the right to pursue allremedies available to it at law or in equity including without limitation adecree of specific performance and/or injunctive relief. The exercise of anysuch rights shall not prohibit the Holder from seeking to enforce damagespursuant to any other provision hereof or under applicable law. In the alternativeand at the Holder’s election, if the Company fails for any reason to deliver tothe Holder such certificate or certificates by the third business day after theExercise date, and if after such third business day the Holder is required byits brokerage firm to purchase (in an open market transaction or otherwise)Common Stock to deliver in satisfaction of a sale by the Holder of the WarrantShares which the Holder anticipated receiving upon such conversion (a “Buy-In”),then the Company shall (i) pay in cash to the Holder (in addition to any otherremedies available to or elected by the Holder) the amount by which (x) theHolder’s total purchase price (including brokerage commissions, if any) for theCommon Stock so purchased exceeds (y) the product of (1) the aggregate numberof shares of Common Stock that such the Holder anticipated receiving from theexercise at issue multiplied by (2) the actual sale price of the Common Stockat the time of the sale (including brokerage commissions, if any) giving riseto such purchase obligation and (ii) at the option of the Holder, eitherreissue this Warrant in amount equal to the attempted conversion or deliver tothe Holder the number of shares of Common Stock that would have been issued hadthe Company timely complied with its delivery requirements hereunder.

### (b)           No fractional shares or scriprepresenting fractional shares shall be issued upon the exercise of thisWarrant, but in lieu of such fractional shares, the Company shall deliver tothe Holder one whole share.

# 4.    Replacement of Warrant. On receiptof evidence reasonably satisfactory to the Company of the loss, theft,destruction, or mutilation of this Warrant and, in the case of loss, theft, ordestruction, on delivery of an indemnity agreement reasonably satisfactory inform and substance to the Company or, in the case of mutilation, on surrenderand cancellation of this Warrant, the Company shall execute and deliver, inlieu of this Warrant, a new warrant of like tenor and amount.

# 5.    Rights of Stockholders. Until theWarrant shall have been exercised and the shares of Common Stock purchasableupon the exercise hereof shall have been issued, nothing contained herein shallbe construed to confer upon the Holder, as such, any of the rights of a stockholderof the Company or any right to vote upon any matter submitted to stockholdersat any meeting thereof, or to give or withhold consent to any corporate action,or to receive dividends or subscription rights or the like, except as may beotherwise provided herein or in the Note and Warrant Purchase Agreement.

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# 6.    Divisibility of Warrant; Transfer ofWarrant.

### (a)           Subject to the provisions of thisSection 6, this Warrant may be divided into no more than ten (10) warrants ofone thousand (1,000) shares or multiples thereof, upon surrender at theprincipal office of the Company, without charge to any Warrantholder. Upon suchdivision, the Warrants may be transferred of record as the then Warrantholdermay specify without charge to such Warrantholder (other than any applicabletransfer taxes). In addition, subject to the provisions of this Section 6, theWarrantholder shall also have the right to transfer this Warrant in itsentirety to any person or entity; provided, however, that anysuch transfer is in compliance with any and all applicable securities laws andis exempt from registration.

### (b)           The Company will maintain a register(the “Warrant Register”) containing the name and address of the Holder. TheHolder may change its address as shown on the Warrant Register by writtennotice to the Company requesting such change. Any notice or written communicationrequired or permitted to be given to the Holder may be delivered or given bymail to such Holder as shown on the Warrant Register and at the address shownon the Warrant Register. Until this Warrant is transferred on the WarrantRegister, the Company may treat the Holder as shown on the Warrant Register asthe absolute owner of this Warrant for all purposes, notwithstanding any noticeto the contrary.

### (c)           The Warrant and the Common Stockshall not be transferable except upon the conditions specified in this Section6, which conditions are intended to ensure compliance with the provisions ofthe Act. Each holder of this Warrant or Common Stock issuable hereunder willcause any proposed transferee of the Warrant and the Common Stock to agree totake and hold such securities subject to the provisions and upon the conditionsspecified in this Section 6.

### (d)           Each certificate representing (i)this Warrant, (ii) the Common Stock and (iii) any other securities issued inrespect to the Common Stock upon any stock split, stock dividend,recapitalization, merger, consolidation or similar event, shall (unless otherwisepermitted by the provisions of this Section 6 or unless such securities havebeen registered under the Act) be stamped or otherwise imprinted with a legendsubstantially in the following form (in addition to any legend required underapplicable state securities laws):

THE SECURITIES REPRESENTEDBY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEENREGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATESECURITIES LAWS. SUCH SECURITIES MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCEOF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SAID ACT AND ANYAPPLICABLE STATE SECURITIES LAWS.

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### (e)           The Holder of this Warrant and eachperson to whom this Warrant is subsequently transferred represents and warrantsto the Company (by acceptance of such transfer) that it will not transfer theWarrant (or Common Stock issuable upon exercise hereof) except (i) to an affiliate,(ii) pursuant to an effective registration statement under the Act, or (iii)upon the Company’s reasonable determination, upon advice of counsel to theCompany, that no applicable securities laws would be violated as a result ofsuch transfer. The Company may require an opinion of counsel acceptable to theCompany to the effect that such transfer (whether by sale, encumbrance,assignment or otherwise) may be effected without registration under the Act.

# 7.    Registration Rights. Upon exerciseof this Warrant for Common Stock, the Company shall take whatever actionnecessary such that the Holder shall be entitled to exercise, together with allother holders of registrable shares possessing registration rights under theRegistration Rights Agreement between the parties of even date herewith therights of registration granted under the Registration Rights Agreement to theholders of Common Stock, if any.

# 8.    Shares to be Fully Paid; Reservation ofShares. The Company covenants and agrees that all shares of Common Stockwhich may be issued upon the exercise of the rights represented by this Warrantwill, upon issuance, be duly authorized, validly issued, fully paid andnonassessable and free from all preemptive rights of any stockholder and freeof all taxes, liens and charges with respect to the issue thereof. The Companyfurther covenants and agrees that during the period within which the rightsrepresented by this Warrant may be exercised, the Company will at all timeshave authorized and reserved, for the purpose of issue or transfer uponexercise of the purchase rights conveyed by this Warrant, a sufficient numberof shares of authorized but unissued Common Stock, or other securities and property,when and as required to provide for the exercise of the rights represented bythis Warrant. The Company will take all action as may be necessary or advisableto assure that such shares of Common Stock may be issued as provided hereinwithout violation of any applicable law or regulation, or of any requirementsof any domestic securities exchange upon which the Common Stock may be listed.

# 9.    Amendments. This Warrant may beamended only with the written consent of the Holder. No waiver of or exceptionsto any term, condition or provision of this Warrant, in any one or moreinstances, shall be deemed or construed as a further or continuing waiver ofany such term, condition or provision.

# 10.    Adjustments; Anti-Dilution. Thenumber of Warrant Shares purchasable hereunder and the Warrant Exercise Priceare subject to adjustment from time to time as follows:

### (a)           Merger, Sale of Assets, Etc.If at any time, while this Warrant, or any portion thereof, is outstanding andunexpired there shall be (i) a reorganization (other than a combination,reclassification, exchange or subdivision of shares otherwise provided forherein), (ii) a merger or consolidation of the Company with or into anothercorporation in

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### which the Company is not the survivingentity, or a reverse triangular merger in which the Company is the survivingentity but the shares of the Company’s capital stock outstanding immediatelyprior to the merger are converted by virtue of the merger into other property,whether in the form of securities, cash, or otherwise, or (iii) a sale ortransfer of the Company’s properties and assets as, or substantially as, anentirety to any other person, and if, as a part of such reorganization, merger,consolidation, sale or transfer, provisions are made so that the holders ofcapital stock are thereafter entitled to receive shares of stock or other securitiesor property of the successor corporation resulting from such reorganization,merger, consolidation, sale or transfer, the Company shall then ensure that theHolder also shall be entitled to shares of stock or other securities orproperty of the successor corporation resulting from such reorganization,consolidation, merger, sale or transfer as if this Warrant had been exercisedin full immediately prior to such reorganization, merger, consolidation, saleor transfer, all subject to further adjustment as provided in this Section 10.The obligations of this Section 10 shall similarly apply to successivereorganizations, consolidations, mergers, sales and transfers and to the stockor securities of any other corporation which are at the time receivable uponthe exercise of this Warrant. If the per share consideration payable to theHolder for shares in connection with any such transaction is in a form otherthan cash or marketable securities, then the value of such consideration shallbe jointly determined by the Company and the Holder. In all events, appropriateadjustment shall be made in the application of the provisions of this Warrantwith respect to the rights and interests of the Holder after the transaction,to the end that the provisions of this Warrant shall be applicable after thatevent, as near as reasonably may be, in relation to any shares or otherproperty deliverable after that event upon exercise of this Warrant.

### (b)           Reclassification, Etc. If theCompany, at any time while this Warrant, or any portion thereof, remainsoutstanding and unexpired, by reclassification of securities or otherwise,intends to change any of the securities as to which purchase rights under thisWarrant exist into the same or a different number of securities of any otherclass or classes, this Warrant shall thereafter represent the right to acquiresuch number and kind of securities as would have been issuable as the result ofsuch change with respect to the securities which were subject to the purchaserights under this Warrant immediately prior to such reclassification or otherchange and the number of Warrant Shares purchasable hereunder shall be appropriatelyadjusted, all subject to further adjustment as provided in this Section 10.

### (c)           Split, Subdivision or Combinationof Shares. If the Company at any time while this Warrant, or any portionthereof, remains outstanding and unexpired shall split, subdivide or combinethe securities as to which purchase rights under this Warrant exist, into adifferent number of securities of the same class, the Company warrants that thenumber of Warrant Shares purchasable hereunder shall be proportionatelyadjusted.

### (d)           Adjustments for Dividends in Stockor Other Securities or Property.

#### (i)            Ifwhile this Warrant, or any portion hereof, remains outstanding and unexpired,holders of Common Stock shall have received, or, on or after the record

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#### date fixed for the determination of eligible stockholders, shall havebecome entitled to receive, without payment therefor, cash of the Company byway of dividend, then and in each case, the Warrant Exercise Price shall bereduced by adding the amount of cash of the Company which such holder wouldhave received had it been the Holder of record of the security on the date suchdividend was paid to the numerator used to calculate the Warrant Exercise Priceas set forth in Section 2 of this Warrant;

#### (ii)           Ifwhile this Warrant, or any portion hereof, remains outstanding and unexpired,holders of Common Stock shall have received, or, on or after the record datefixed for the determination of eligible stockholders, shall have become entitledto receive, without payment therefor, other or additional stock or othersecurities or property (other than cash) of the Company by way of dividend,then and in each case, this Warrant shall represent the right to acquire, inaddition to the number of shares of the security receivable upon exercise ofthis Warrant, and without payment of any additional consideration therefor, theamount of such other or additional stock or other securities or property (otherthan cash) of the Company which such holder would hold on the date of suchexercise had it been the Holder of record of the security receivable uponexercise of this Warrant on the date thereof and had thereafter, during theperiod from the date hereof to and including the date of such exercise, retainedsuch shares and/or all other additional stock available by it as aforesaidduring such period, giving effect to all appropriate adjustments provided bythis Section 10.

### (e)           Certificate as to Adjustments; NoImpairment. Upon the occurrence of each adjustment or readjustment pursuantto this Section 10, the Company shall promptly compute such adjustment orreadjustment in accordance with the terms hereof and furnish to the Holder acertificate setting forth such adjustment or readjustment and the facts uponwhich such adjustment or readjustment is based. At any time upon writtenrequest of the Holder, the Company shall furnish to the Holder a likecertificate setting forth: (a) a description of all such adjustments andreadjustments; (b) the Warrant Exercise Price at the time in effect; and (c)the number of shares which at the time would be received upon the exercise ofthe Warrant. The Company will not, by any voluntary action, avoid or seek toavoid the observance or performance of any of the terms to be observed or performedhereunder, but will at all times in good faith assist in the carrying out ofall the provisions of this Section 10 and in the taking of all such action asmay be necessary or advisable to protect the rights of the Holder againstimpairment.

# 11.    Representations and Warranties of theCompany. The Company hereby represents and warrants to the Holder asfollows:

### (a)           Corporate Power and Authorization.The Company has all requisite corporate power and authority to issue thisWarrant and to perform each of its obligations hereunder. All corporate actionon the part of the Company, its directors and stockholders necessary oradvisable for the authorization, execution, delivery and performance by the

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### Company of this Warrant has been taken. ThisWarrant is a valid and binding obligation of the Company, enforceable inaccordance with its terms.

### (b)           Offering. The offer, issuanceand sale of the Warrant is, and the issuance of shares of Common Stock uponexercise of the Warrant will be, exempt from the registration requirements ofthe Act, and are exempt from the qualification requirements of any applicablestate securities laws; and neither the Company nor anyone acting on its behalfwill take any action hereafter that would cause the loss of such exemptions.

### (c)           Binding Effect. This Warrantshall be binding upon any corporation succeeding the Company by merger,consolidation or acquisition of all or substantially all of the Company’sassets. All of the obligations of the Company relating to the shares of CommonStock issuable upon the exercise of this Warrant shall survive the exercise andtermination of this Warrant. All of the agreements of the Company shall inureto the benefit of the successors and assigns of the Holder hereof. The Companywill, at the time of exercise of this Warrant whether in whole or in part, acknowledgein writing its continuing obligation to the Holder hereof in respect of anyrights (including, without limitation, any right to registration of the sharesof Common Stock) to which the Holder hereof shall continue to be entitled aftersuch exercise in accordance with this Warrant; provided, that the failure ofthe Company to make any such acknowledgement shall not affect the continuingobligation of the Company to the Holder hereof in respect of such rights.

# 12.    Miscellaneous.

### (a)           Failure to Act and Waiver. Nofailure or delay by the Holder to require the performance of any term or termsof this Warrant or to exercise any right or remedy shall constitute a waiver ofany such term or of any right, nor shall such delay or failure preclude theHolder from exercising any such right or remedy at any later time or times.

### (b)           Consent to Jurisdiction. TheCompany hereby agrees and consents that any action, suit or proceeding arisingout of this Warrant shall be brought exclusively in any appropriate state orfederal court in the New York County, New York, at the sole election of theHolder hereof, and by the issuance and execution of this Warrant the Companyirrevocably consents to the jurisdiction of each such court. Trial by jury inany action, proceeding or counterclaim with respect hereto is hereby waived.

### (c)           Governing Law. IN ALLRESPECTS, INCLUDING ALL MATTERS OF CONSTRUCTION, VALIDITY AND PERFORMANCE, THISWARRANT AND THE OBLIGATIONS ARISING HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUEDAND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW  YORK APPLICABLE TO CONTRACTS MADE ANDPERFORMED IN SUCH STATE, WITHOUT REGARD TO THE PRINCIPLES THEREOF REGARDING CONFLICTOF LAWS, AND ANY APPLICABLE LAWS OF THE UNITED STATES OF AMERICA.

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IN WITNESS WHEREOF, the Company has caused this Warrant to be executedby its duly authorized officer as of the date first above written.

 
|        | EARTH BIOFUELS, INC. |
|--------|----------------------|
|   |                 |
|   |                 |
|   | By:                  | /s/ DENNIS G. MCLAUGHLIN, III |
|   |                 | Dennis G.  McLaughlin, III |
|   |                 | President |

 

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**EXHIBITA**

NOTICEOF EXERCISE

To:          Earth Biofuels, Inc.

##### (A)          Theundersigned hereby elects to purchase                   shares of the Common Stock of Earth Biofuels, Inc. (“Common Stock”) pursuantto the terms of the attached Warrant, and tenders herewith payment of thepurchase price of such shares in full.

##### (B)           Inexercising this Warrant, the undersigned hereby confirms and acknowledges thatthe shares of Common Stock are being acquired solely for the account of theundersigned and not as a nominee for any other party, and for investment, andthat the undersigned will not offer, sell, or otherwise dispose of any suchshares of Common Stock except under circumstances that will not result in aviolation of the Securities Act of 1933, as amended, or any state securitieslaws.

##### (C)           Pleaseissue a certificate or certificates representing the purchased shares of CommonStock in the name of the undersigned or in such other name as is specifiedbelow:

|        |   |   |
|--------|--------|--------|
|   |   |   |
|        |   | Name   |

 

##### (D)          Pleaseissue a new Warrant for the unexercised portion of the attached Warrant in thename of the undersigned or in such other name as is specified below:

|   |   |      |
|--------|--------|-----------|
| Date   |   | Name      |
|   |   |      |
|   |   |      |
|   |   | Signature |

 

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FORMOF NET ISSUE ELECTION

(To be signed only on netissue exercise of the Warrant)

The undersigned, the holder of the within Warrant,hereby irrevocably elects to exercise this Warrant with respect to                     shares of Common Stock of Earth Biofuels, Inc., pursuant to the net issuanceprovisions set forth in this Warrant, and requests that the certificates forthe number of shares of Common Stock issuable pursuant this Warrant afterapplication of the net issuance formula to such                    shares to be issued in the name of, and delivered to                              ,Federal Taxpayer Identification Number                 ,whose address is                                     .

 
| Dated     |   |   |
|-----------|--------|--------|
|      |
|      |   |
|      |   |
|      |   |
| (Address) |
|           |        |        |  |

 

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