**Exhibit 10.23**

**NEITHERTHIS WARRANT NOR THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE BEENREGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATESECURITIES LAWS, AND MAY NOT BE TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF INTHE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT WITH RESPECT TO THISSECURITY, FILED AND MADE EFFECTIVE UNDER THE SECURITIES ACT OF 1933, ASAMENDED, AND SUCH APPLICABLE STATE SECURITIES LAWS, OR (B) AN OPINION OFCOUNSEL ADDRESSED AND SATISFACTORY TO THE ISSUER TO THE EFFECT THATREGISTRATION UNDER SUCH ACT AND SUCH APPLICABLE STATE SECURITIES LAWS IS NOTREQUIRED.**

May4, 2006

**WARRANT TO PURCHASE SHARES OF COMMON STOCK**

***- of -***

**EARTHBIOFUELS, INC.**

Forvalue received, **EARTH BIOFUELS, INC.**,a Delaware corporation (the “Company”), hereby grants to **GREENWICHPOWER, L.L.C.**, or its registered successor or assigns (the “Holder”)the right to purchase from the Company shares of the Common Stock of theCompany (the “Common Stock”), at the option of the Holder, upon surrenderhereof at the principal office of the Company, with the subscription formattached hereto duly executed, and simultaneous payment therefor as hereinafterprovided of the Warrant Exercise Price multiplied by the number of shares ofCommon Stock for which the Warrant is exercised. The number and WarrantExercise Price of such shares of Common Stock are subject to adjustment asprovided below.

ThisWarrant (the “Warrant”) is duly authorized and issued by the Company. In furtherancethereof, and in consideration of the premises, covenants, promises,representations and warranties hereinafter set forth, the Company hereby agreesas follows:

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

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# 2.    Number of Shares and Warrant ExercisePrice. The Holder shall be entitled to subscribe for and purchase from theCompany 920,810 validly issued, fully paid and non assessable shares (the “WarrantShares”) of the Company’s Common Stock, par value $0.001 per share, at apurchase price equal to the Warrant Exercise Price. The “Warrant Exercise Price”is the lesser of (a) $2 per share or (b) 80% of the average of the lastreported sale prices of the Common Stock on each trading day during the thirty(30) consecutive calendar days immediately preceding the effective date ofexercise, or if the last reported sale price information is not available forsuch days, the average of the mean of the closing bid and asked prices for suchday (the “Determination Period”).  TheHolder covenants that during the Determination Period, Holder shall refrainfrom trading in, or entering into short positions or other derivative transactionsrelating to, shares of common stock of the Company.

# 3.    Exercise of Warrant.

## 3.1.                              Duration and Exercise of Warrant. The purchase rights represented by thisWarrant may be exercised by the Holder, in whole or in part, at any time afterthe date hereof and prior to the expiration of the term of this Warrant, by thesurrender of this Warrant and the Notice of Exercise attached hereto as ExhibitA duly executed, at the principal office of the Company (or such other officeof the Company as it may designate by notice in writing to the Holder at theaddress of the Holder), upon payment (i) in cash, by check or by wire transfer,(ii) by cancellation by the Holder of indebtedness of the Company, to theHolder, or (iii) by a combination of (i) and (ii), of the Warrant ExercisePrice multiplied by the number of shares of Common Stock to be purchased. Anynotice of exercise of this Warrant may, at the election of the Holder, bestated to be effective upon the future effectiveness of a registration statementwith respect to the Warrant Shares.

## 3.2.                              Net Issue Election (Cashless Exercise). The Holder may elect to receive, withoutthe payment by the Holder of any additional consideration, shares equal to thevalue of this Warrant or any portion hereof by surrender of this Warrant orsuch portion to the Company with the net issue election notice annexed heretoduly executed, at the office of the Company. Thereupon, the Company shall issueto the Holder such number of fully paid and nonassessable shares of CommonStock as is computed using the following formula:

|   | X = Y (A-B) |   |
|--------|-------------|--------|
|   | A           |   |

 
| Where  |   | X = |   | the number of shares to be issued to the Holder  pursuant to this Section 3.2.                                                 |
|--------|--------|-----|--------|--------------------------------------------------------------------------------------------------------------------------------|
|   |   | Y = |   | the number of shares covered by this Warrant in  respect of which the net issue election is made pursuant to this Section 3.2. |
|   |   | A = |   | the fair market value of one share of Common Stock,  as determined in accordance with the provisions of this Section 3.2.      |
|   |   | B = |   | the Purchase Price in effect under this Warrant at  the time the net issue                                                     |

 

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election is made pursuant tothis Section 3.2.

Forpurposes of this Section 3.2, the “fair market value” per share of the Company’sCommon Stock shall mean the last reported sale price of the Common Stock on theeffective date of exercise of the net issue election, or if the last reportedsale price information is not available for such day, the average of the meanof the closing bid and asked prices for such day.

## 3.3.                              Delivery of Warrant; Fractional Shares

### (a)                                  ThisWarrant shall be deemed to have been exercised immediately prior to the closeof business on the date of its surrender for exercise as provided above, andthe person entitled to receive the shares of Common Stock issuable upon suchexercise shall be treated for all purposes as the holder of record of suchshares as of the close of business on such date (the “Exercise Date”). Notlater than three business days after any Exercise Date, the Company willdeliver or cause to be delivered to the Holder a certificate or certificatesrepresenting the Warrant Shares. The Company shall, if available and if allowedunder applicable securities laws, use its best efforts to deliver anycertificate or certificates required to be delivered by the Company under thisparagraph electronically through the Depository Trust Corporation or anotherestablished clearing corporation performing similar functions. If suchcertificate or certificates are not delivered to or as directed by the Holderby the third business day after a Exercise Date, The Holder shall be entitledby written notice to the Company at any time on or before its receipt of suchcertificate or certificates thereafter, to rescind such exercise, in whichevent the Company shall immediately return this Warrant. Moreover, if theCompany fails for any reason to deliver to the Holder such certificate or certificatesby the third business day after the Exercise Date, the Company shall pay to theHolder, in cash, as liquidated damages and not as a penalty, 1% per businessday of the fair market value of the Warrant Shares (increasing to 2% perbusiness day after ten business days after such damages begin to accrue) foreach business day until such certificates are delivered. The Company’sobligations to issue and deliver the Warrant Shares upon exercise of thisWarrant in accordance with the terms hereof are absolute and unconditional,irrespective of any action or inaction by the Holder to enforce the same, anywaiver or consent with respect to any provision hereof, the recovery of anyjudgment against 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

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### Shares, whichis subject to the injunction, which bond shall remain in effect until thecompletion of litigation of the dispute and the proceeds of which shall bepayable to the Holder to the extent it obtains judgment. In the absence of aninjunction precluding the same, the Company shall issue Warrant Shares upon aproperly noticed exercise. Nothing herein shall limit the Holder’s right toother remedies for the Company’s failure to deliver Warrant Shares within theperiod 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 thealternative and at the Holder’s election, if the Company fails for any reasonto deliver to the Holder such certificate or certificates by the third businessday after the Exercise date, and if after such third business day the Holder isrequired by its brokerage firm to purchase (in an open market transaction orotherwise) Common Stock to deliver in satisfaction of a sale by the Holder of theWarrant Shares 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)                                 Nofractional shares or scrip representing fractional shares shall be issued uponthe exercise of this Warrant, but in lieu of such fractional shares, theCompany shall deliver to the 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 astockholder of the Company or any right to vote upon any matter submitted tostockholders at any meeting thereof, or to give or withhold consent to anycorporate action, or to receive dividends or subscription rights or the like,except as may be otherwise provided herein or in the Note and Warrant PurchaseAgreement.

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# 6.    Divisibility of Warrant; Transfer ofWarrant.

### (a)                                  Subjectto the provisions of this Section 6, this Warrant may be divided into no morethan ten (10) warrants of one thousand (1,000) shares or multiples thereof,upon surrender at the principal office of the Company, without charge to anyWarrantholder. Upon such division, the Warrants may be transferred of record asthe then Warrantholder may specify without charge to such Warrantholder (otherthan any applicable transfer taxes). In addition, subject to the provisions ofthis Section 6, the Warrantholder shall also have the right to transfer this Warrantin its entirety to any person or entity; provided, however, thatany such transfer is in compliance with any and all applicable securities lawsand is exempt from registration.

### (b)                                 TheCompany will maintain a register (the “Warrant Register”) containing the nameand address of the Holder. The Holder may change its address as shown on theWarrant Register by written notice to the Company requesting such change. Anynotice or written communication required or permitted to be given to the Holdermay be delivered or given by mail to such Holder as shown on the WarrantRegister and at the address shown on the Warrant Register. Until this Warrantis transferred on the Warrant Register, the Company may treat the Holder asshown on the Warrant Register as the absolute owner of this Warrant for allpurposes, notwithstanding any notice to the contrary.

### (c)                                  TheWarrant and the Common Stock shall not be transferable except upon theconditions specified in this Section 6, which conditions are intended to ensurecompliance with the provisions of the Act. Each holder of this Warrant orCommon Stock issuable hereunder will cause any proposed transferee of theWarrant and the Common Stock to agree to take and hold such securities subjectto the provisions and upon the conditions specified in this Section 6.

### (d)                                 Eachcertificate representing (i) this Warrant, (ii) the Common Stock and (iii) anyother securities issued in respect to the Common Stock upon any stock split,stock dividend, recapitalization, merger, consolidation or similar event, shall(unless otherwise permitted by the provisions of this Section 6 or unless suchsecurities have been registered under the Act) be stamped or otherwiseimprinted with a legend substantially in the following form (in addition to anylegend required under applicable state securities laws):

THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FORINVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, ASAMENDED, OR ANY STATE SECURITIES LAWS. SUCH SECURITIES MAY NOT BE SOLD ORTRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDERSAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS.

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### (e)                                  TheHolder of this Warrant and each person to whom this Warrant is subsequentlytransferred represents and warrants to the Company (by acceptance of suchtransfer) that it will not transfer the Warrant (or Common Stock issuable uponexercise hereof) except (i) to an affiliate, (ii) pursuant to an effectiveregistration statement under the Act, or (iii) upon the Company’s reasonabledetermination, upon advice of counsel to the Company, that no applicablesecurities laws would be violated as a result of such transfer. The Company mayrequire an opinion of counsel acceptable to the Company to the effect that suchtransfer (whether by sale, encumbrance, assignment or otherwise) may be effectedwithout 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 portionthereof, is outstanding and unexpired there shall be (i) a reorganization(other than a combination, reclassification, exchange or subdivision of sharesotherwise provided for herein), (ii) a merger or consolidation of the Companywith or into another corporation in 

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### which theCompany is not the surviving entity, or a reverse triangular merger in whichthe Company is the surviving entity but the shares of the Company’s capitalstock outstanding immediately prior to the merger are converted by virtue ofthe merger into other property, whether in the form of securities, cash, orotherwise, or (iii) a sale or transfer of the Company’s properties and assetsas, or substantially as, an entirety to any other person, and if, as a part ofsuch reorganization, merger, consolidation, sale or transfer, provisions aremade so that the holders of capital stock are thereafter entitled to receiveshares of stock or other securities or property of the successor corporationresulting from such reorganization, merger, consolidation, sale or transfer,the Company shall then ensure that the Holder also shall be entitled to sharesof stock or other securities or property of the successor corporation resultingfrom such reorganization, consolidation, merger, sale or transfer as if thisWarrant had been exercised in full immediately prior to such reorganization,merger, consolidation, sale or transfer, all subject to further adjustment asprovided in this Section 10. The obligations of this Section 10 shall similarlyapply to successive reorganizations, consolidations, mergers, sales andtransfers and to the stock or securities of any other corporation which are atthe time receivable upon the exercise of this Warrant. If the per shareconsideration payable to the Holder for shares in connection with any suchtransaction is in a form other than cash or marketable securities, then thevalue of such consideration shall be jointly determined by the Company and theHolder. In all events, appropriate adjustment shall be made in the applicationof the provisions of this Warrant with respect to the rights and interests ofthe Holder after the transaction, to the end that the provisions of thisWarrant shall be applicable after that event, as near as reasonably may be, inrelation to any shares or other property deliverable after that event uponexercise of this Warrant.

### (b)                                 Reclassification,Etc. If the Company, at any time while this Warrant, or any portionthereof, remains outstanding and unexpired, by reclassification of securitiesor otherwise, intends to change any of the securities as to which purchaserights under this Warrant exist into the same or a different number ofsecurities of any other class or classes, this Warrant shall thereafterrepresent the right to acquire such number and kind of securities as would havebeen issuable as the result of such change with respect to the securities whichwere subject to the purchase rights under this Warrant immediately prior tosuch reclassification or other change and the number of Warrant Sharespurchasable hereunder shall be appropriately adjusted, all subject to furtheradjustment as provided in this Section 10.

### (c)                                  Split,Subdivision or Combination of Shares. If the Company at any time while thisWarrant, or any portion thereof, remains outstanding and unexpired shall split,subdivide or combine the securities as to which purchase rights under thisWarrant exist, into a different number of securities of the same class, theCompany warrants that the number of Warrant Shares purchasable hereunder shallbe proportionately adjusted.

### (d)                                 Adjustmentsfor Dividends in Stock or Other Securities or Property.

#### (i)                                     If while 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 thedetermination of eligible stockholders, shall have become entitled to receive,without payment therefor, cash of the Company by way of dividend, then and ineach case, the Warrant Exercise Price shall be reduced by adding the amount ofcash of the Company which such holder would have received had it been theHolder of record of the security on the date such dividend was paid to thenumerator used to calculate the Warrant Exercise Price as set forth in Section2 of this Warrant;

#### (ii)                                  If while this Warrant, or any portion hereof,remains outstanding and unexpired, holders of Common Stock shall have received,or, on or after the record date fixed for the determination of eligiblestockholders, shall have become entitled to receive, without payment therefor,other or additional stock or other securities or property (other than cash) ofthe Company by way of dividend, then and in each case, this Warrant shallrepresent the right to acquire, in addition to the number of shares of thesecurity receivable upon exercise of this Warrant, and without payment of anyadditional consideration therefor, the amount of such other or additional stockor other securities or property (other than cash) of the Company which suchholder would hold on the date of such exercise had it been the Holder of recordof the security receivable upon exercise of this Warrant on the date thereofand had thereafter, during the period from the date hereof to and including thedate of such exercise, retained such shares and/or all other additional stockavailable by it as aforesaid during such period, giving effect to allappropriate adjustments provided by this Section 10.

### (e)                                  Certificateas to Adjustments; No Impairment. Upon the occurrence of each adjustment orreadjustment pursuant to this Section 10, the Company shall promptly computesuch adjustment or readjustment in accordance with the terms hereof and furnishto the Holder a certificate setting forth such adjustment or readjustment andthe facts upon which such adjustment or readjustment is based. At any time uponwritten request 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)                                  CorporatePower and Authorization. The Company has all requisite corporate power andauthority to issue this Warrant and to perform each of its obligations hereunder.All corporate action on the part of the Company, its directors and stockholdersnecessary or advisable for the authorization, execution, delivery andperformance by the 

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### Company ofthis Warrant has been taken. This Warrant is a valid and binding obligation ofthe Company, enforceable in accordance with its terms.

### (b)                                 Offering.The offer, issuance and sale of the Warrant is, and the issuance of shares ofCommon Stock upon exercise of the Warrant will be, exempt from the registrationrequirements of the Act, and are exempt from the qualification requirements ofany applicable state securities laws; and neither the Company nor anyone actingon its behalf will take any action hereafter that would cause the loss of suchexemptions.

### (c)                                  BindingEffect. This Warrant shall be binding upon any corporation succeeding theCompany by merger, consolidation or acquisition of all or substantially all ofthe Company’s assets. All of the obligations of the Company relating to theshares of Common Stock issuable upon the exercise of this Warrant shall survivethe exercise and termination of this Warrant. All of the agreements of theCompany shall inure to the benefit of the successors and assigns of the Holderhereof. The Company will, at the time of exercise of this Warrant whether inwhole or in part, acknowledge in writing its continuing obligation to theHolder hereof in respect of any rights (including, without limitation, anyright to registration of the shares of Common Stock) to which the Holder hereofshall continue to be entitled after such exercise in accordance with thisWarrant; provided, that the failure of the Company to make any suchacknowledgement shall not affect the continuing obligation of the Company tothe Holder hereof in respect of such rights.

# 12.    Miscellaneous.

### (a)                                  Failureto Act and Waiver. No failure or delay by the Holder to require theperformance of any term or terms of this Warrant or to exercise any right orremedy shall constitute a waiver of any such term or of any right, nor shallsuch delay or failure preclude the Holder from exercising any such right orremedy at any later time or times.

### (b)                                 Consentto Jurisdiction. The Company hereby agrees and consents that any action,suit or proceeding arising out of this Warrant shall be brought exclusively inany appropriate state or federal court in the New York County, New York, at thesole election of the Holder hereof, and by the issuance and execution of thisWarrant the Company irrevocably consents to the jurisdiction of each suchcourt. Trial by jury in any action, proceeding or counterclaim with respecthereto is hereby waived.

### (c)                                  GoverningLaw. IN ALL RESPECTS, INCLUDING ALL MATTERS OF CONSTRUCTION, VALIDITY ANDPERFORMANCE, THIS WARRANT AND THE OBLIGATIONS ARISING HEREUNDER SHALL BEGOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THESTATE OF DELAWARE APPLICABLE TO CONTRACTS MADE AND PERFORMED IN SUCH STATE, WITHOUTREGARD TO THE PRINCIPLES THEREOF REGARDING CONFLICT OF LAWS, AND ANY APPLICABLELAWS OF THE UNITED STATES OF AMERICA.

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INWITNESS WHEREOF, the Company has caused this Warrant to be executed by its dulyauthorized 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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**EXHIBIT A**

NOTICE OF EXERCISE

To:          EarthBiofuels, Inc.

##### (A)          The undersigned hereby elects topurchase                            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)           In exercising this Warrant, theundersigned hereby confirms and acknowledges that the shares of Common Stockare being acquired solely for the account of the undersigned and not as anominee for any other party, and for investment, and that the undersigned willnot offer, sell, or otherwise dispose of any such shares of Common Stock exceptunder circumstances that will not result in a violation of the Securities Actof 1933, as amended, or any state securities laws.

##### (C)           Please issue a certificate orcertificates representing the purchased shares of Common Stock in the name ofthe undersigned or in such other name as is specified below:

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

 

##### (D)          Please issue a new Warrant for theunexercised portion of the attached Warrant in the name of the undersigned orin such other name as is specified below:

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

 

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FORMOF NET ISSUE ELECTION

(To be signed only on net issue exercise of the Warrant)

The undersigned, the holder of the within Warrant, hereby irrevocablyelects to exercise this Warrant with respect to                                  sharesof 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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