**EXHIBIT10.11**

**THIS CONVERTIBLE PROMISSORY NOTE AND THE SHARES ISSUABLEUPON CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF1933**(THE “SECURITIES ACT”) OR ANYSECURITIES LAW OF ANY STATE OF THE UNITED STATES. THISCONVERTIBLE PROMISSORY NOTE AND THE SHARES ISSUABLE UPON CONVERSION HEREOF MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY INCOMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE LAWS AND ONLY PURSUANTTO REGISTRATION UNDER THE SECURITIES ACT, OR PURSUANT TO AN AVAILABLE EXEMPTIONFROM REGISTRATION.

**CONVERTIBLEPROMISSORY NOTE**
| $250,000.00 | Dallas, Texas | January 30, 2006 |
|-------------|---------------|-----------------------|

 

FORVALUE RECEIVED, the undersigned, Earth Biofuels, Inc., a Delawarecorporation (“*Borrower*”), promises to pay tothe order of Marc Weill (“*Lender*”),the sum of Two Hundred Fifty Thousand and No/100 Dollars ($250,000.00), withinterest from the date of advancement on the unpaid balance hereof from time totime remaining unpaid at a rate of 8% per annum, in (i) lawful money ofthe United States of America or (ii) equity securities of the Borrower asprovided herein, both principal and interest being payable at the addressdesignated in numbered paragraph 15 below or at such other place as Lender may,from time to time, designate in writing. All interest under this Note shall becomputed on the basis of the actual number of days elapsed over an assumed yearconsisting of three hundred sixty-five (365) days.

Theprincipal of this Note shall mature and be due and payable on April 28,2007. Simple interest payable on this Note shall be payable upon eachConversion Date (as defined below), July 28, 2006, October 28, 2006, January 28,2007, and on the maturity date, when the principal and remaining accrued butunpaid interest shall be due and payable.

Allpast due principal and accrued interest on this Note shall bear interest frommaturity until paid at the highest (non-usurious) rate for which Borrower maylegally contract under applicable law. All payments on past due principal andaccrued interest hereunder shall be payable in lawful money of the UnitedStates of America which shall be legal tender for public and private debts atthe time of payment. As used herein, the term “*Holder*”shall initially mean Lender, and shall subsequently mean each person or entityto which this Note is duly assigned.

ThisNote evidences indebtedness incurred by Borrower for interim financing providedto Borrower.

1.             Conversion Option. All orany portion of the unpaid principal of this Note, plus accrued interest hereon,shall be convertible, at the option of Lender, into shares of Common Stock,$0.001 par value, issued by Borrower (the “*Common Stock*”).At the time of any such conversion of the aggregate of the principal amount andaccrued interest, or a portion thereof, the rights of the Lender with respectto such portion of the aggregate of the principal amount and accrued interestso converted shall cease and the Lender shall be deemed to have become the

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record holder of the CommonStock issuable upon such conversion. The Borrower covenants with the Lenderthat it will at all times reserve and keep available out of its authorized CommonStock and solely for the purpose of conversion as provided herein, andconditionally allot to the Lender, such number of shares of Common Stock asshall then be issuable upon the conversion of this Note. The Borrower covenantswith the Lender that all shares of Common Stock which shall be so issuableshall be duly and validly issued as fully-paid and non-assessable.

The Common Stock into whichthis Note may be converted shall be referred to herein as the “*Conversion Shares*.”  The number of Conversion Shares shall bedetermined by dividing the Conversion Amount (defined below) by the ConversionPrice Per Share (defined below). Upon any such conversion, the Lender shallexecute any and all customary and appropriate documents to implement theforegoing. Additionally, the Lender shall be entitled to demand registrationrights and piggyback registration rights pursuant to the Registration RightsAgreement of even date herewith, executed by Borrower and Lender (“*Registration Rights Agreement*”).

1.1           Definitions. Unless otherwisespecified, for purposes hereof, the following terms shall have the followingmeanings:

1.1.1        “*ConversionAmount*” means an amount equal to the then outstanding principalplus any accrued but unpaid interest under this Note, or such lesser amount asHolder shall determine.

1.1.2        “*Conversion Price Per Share*” means a price per share ofCommon Stock equal to the lower of (i) $0.50 per share or (ii) 70% ofthe volume weighted average price per share of the Common Stock (“*VWAP*”). Notwithstanding theforegoing, the price set forth in part (i) of the preceding sentence shallbe lowered from $0.50 per share to $0.30 per share if both of the followingshall have occurred within the 10-month time frame commencing 60 daysfrom the date of this note and ending 12 months from the date of thisnote:  (A) the VWAP shall havefallen below $0.50 per share and (B) Borrower shall have more than200,000,000 shares of Common Stock issued and outstanding. The VWAP shall be determinedas follows:  (x) the daily volumeweighted average price of the Common Stock for such date on the OTC BulletinBoard as reported by Bloomberg Financial L.P. (based on a trading day from 9:30 a.m.Eastern Time to 4:02 p.m. Eastern Time); (y) if the Common Stock isnot then listed or quoted on the OTC Bulletin Board and if prices for theCommon Stock are then reported in the “Pink Sheets” published by the PinkSheets, LLC (or a similar organization or agency succeeding to its functions ofreporting prices), the most recent bid price per share of the Common Stock soreported; or (z) in all other cases, the fair market value of a share ofCommon Stock as determined by an independent appraiser selected in good faithby the Holder and reasonably acceptable to the Borrower.

1.2           Conversion Procedures.

1.2.1        Holder may exerciseits conversion right by giving written notice (in the form attached hereto, the“*Conversion Notice*”)to the Borrower of the exercise of such right. The conversion of this Note (orsuch portion thereof as Holder shall determine) will be deemed to have beeneffected as of the date of receipt of the Conversion Notice

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(the “*Conversion Date*”).If Holder has exercised its conversion right, the outstanding principal (orsuch portion thereof as Holder shall determine) and any accrued but unpaidinterest under this Note shall be automatically converted into such number ofshares of the Common Stock to be issued by Borrower equaling the quotient of (i) theConversion Amount, and (ii) the Conversion Price Per Share.

1.2.2        Within five businessdays of the Conversion Date, the Holder shall surrender this Note at theprincipal office of the Borrower, for replacement or cancellation.

1.2.3        Within five businessdays of the surrender of the Note by Holder, the Borrower will deliver to theconverting Holder (a) a certificate or certificates representingConversion Shares and (b) a replacement note for the unconverted principalbalance (if any) of this Note. Borrower agrees that its issuance of this Noteshall constitute full authority to its officers, agents, and transfer agentswho are charged with the duty of executing and issuing stock certificates to executeand issue the necessary certificates for shares of Common Stock upon theconversion of this Note.

1.2.4        On the ConversionDate, the rights of the Holder of this Note to receive payment of such portionof the principal and interest as Holder has converted hereunder will cease andthe person or persons in whose name or names any certificate or certificatesfor Conversion Shares are to be issued upon such conversion will be deemed tohave become the holder or holders of record of the shares represented thereby.

1.2.5        The issuance ofcertificates for the Conversion Shares will be made without charge to theHolder for any issuance tax in respect thereof or other cost incurred by theBorrower in connection with such conversion and the related issuance of ConversionShares.

1.2.6        If any fractionalinterest in Conversion Shares would, except for the provisions of this Section 1,be deliverable upon any conversion of this Note, in lieu of delivering thefractional share therefor, the number of Conversion Shares shall be rounded tothe nearest whole number.

2.             Adjustment of Conversion PricePer Share. The Conversion Price Per Share, the number of Conversion Shares,and the number and kind of shares or other securities to be issued uponconversion determined pursuant to Section 1.2, shall be subject toadjustment from time to time upon the happening of certain events while thisconversion right remains outstanding, as follows:

2.2.1        Merger, Sale of Assets. If the Borrowerat any time shall consolidate with or merge into or sell or convey all orsubstantially all its assets to any other corporation, this Note, as to theunpaid principal portion thereof and accrued interest thereon, shall thereafterbe deemed to evidence the right to purchase such number and kind of shares orother securities and property as would have been issuable or distributable onaccount of such consolidation,

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merger,sale or conveyance, upon or with respect to the securities subject to theconversion or purchase right immediately prior to such consolidation, merger,sale or conveyance. The foregoing provision shall similarly apply to successivetransactions of a similar nature by any such successor or purchaser. Withoutlimiting the generality of the foregoing, the anti-dilution provisions of this Section shallapply to such securities of such successor or purchaser after any suchconsolidation, merger, sale or conveyance.

2.2.2        Reclassification. If the Borrower at anytime shall, by reclassification or otherwise, change the Common Stock into thesame or a different number of securities of any class or classes that may beissued or outstanding, this Note, as to the unpaid principal portion thereofand accrued interest thereon, shall thereafter be deemed to evidence the rightto purchase an adjusted number of such securities and kind of securities aswould have been issuable as the result of such change with respect to theCommon Stock immediately prior to such reclassification or other change.

2.2.3        Stock Splits, Combinations and Dividends.If the shares of Common Stock are subdivided or combined into a greater orsmaller number of shares of Common Stock, or if a dividend is paid on theCommon Stock in shares of Common Stock, the Conversion Price shall beproportionately reduced in case of subdivision of shares or stock dividend orproportionately increased in the case of combination of shares, in each suchcase by the ratio which the total number of shares of Common Stock outstandingimmediately after such event bears to the total number of shares of CommonStock outstanding immediately prior to such event.

Whenever the Conversion PricePer Share is adjusted pursuant to this Section 2.2, the Borrower shallpromptly mail to the Holder a notice setting forth the Conversion Price PerShare after such adjustment and setting forth a brief statement of the factsrequiring such adjustment.

3.             Optional Prepayment. ThisNote may be prepaid by Borrower in whole or in part without the consent of theLender and without prepayment penalty of any kind.

4.             Default; Remedies. For thepurposes of this Agreement, an Event of Default (herein so called) shall haveoccurred if (i) Borrower shall fail to pay when due any principal of orinterest on this Note, and such failure shall continue for a period of ten (10) daysafter the due date, (ii) Borrower shall have failed to perform anycovenant or other obligation contained herein or in the Registration RightsAgreement, and such failure shall continue for a period of ten (10) businessdays after Lender shall have given Borrower written notice of such failure, (iii) Borrowershall commence a voluntary case or other proceeding seeking liquidation orreorganization with respect to itself or its debts under any bankruptcy,insolvency or other similar law now or hereafter in effect or seeking theappointment of a trustee, receiver, liquidator, custodian or other similarofficial of it or any substantial part of its property, or shall consent to anysuch relief or to the appointment of or taking possession by any such officialin an involuntary case or other proceeding commenced against it, or shall makea general assignment for the benefit of creditors, and such case or otherproceeding shall remain undismissed and unstayed for a period of 30 consecutivedays; or (iv) an involuntary case or other proceeding shall be commencedagainst Borrower seeking liquidation, reorganization or other relief withrespect to it or its debts under any bankruptcy, insolvency or other similarnow or hereafter in effect or seeking the appointment of a trustee, liquidator,receiver, custodian or other similar

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official of it or anysubstantial part of its property, and such involuntary case or other proceedingshall remain undismissed and unstayed for a period of 60 consecutive days.

IfBorrower fails or refuses to pay any part of the principal of or interest uponthis Note as the same becomes due, or upon the occurrence of an Event ofDefault hereunder, then in any such event the Holder hereof may, at its option (i) declarethe entire unpaid balance of principal and accrued interest on this Note to beimmediately due and payable without notice, (ii) reduce any claim tojudgment, and/or (iii) demand, pursue and enforce any of Lender’s rightsand remedies, pursuant to any applicable law or agreement. Each right andremedy available to Lender shall be cumulative of and in addition to each othersuch right and remedy. No delay on the part of Lender in the exercise of anyright or remedy available to Lender shall operate as a waiver thereof, norshall any single or partial exercise thereof preclude other or further exercisethereof or exercise of any other such right or remedy.

5.             Representations, Warranties andCovenants of Borrower. Borrower represents and warrants that Borrower hasauthority and has obtained all approvals and consents necessary to enter intothis Note and Borrower’s execution, delivery, and performance of this Note willnot violate or conflict with the terms of Borrower’s Certificate ofIncorporation. Borrower will use of the proceeds of this Note for developmentof Borrower’s biodiesel plant located in Durant, Oklahoma, and for feesassociated with this Note. Subjectto the provisions of Regulation FD, upon request of Lender, Borrower shallprovide to Lender such information and materials as Lender may request,including unaudited monthly and quarterly and audited yearly financialstatements, an annual budget, internal management documents, reports ofoperations, reports of adverse developments, copies of any management letters,communications with shareholders or directors, press releases and registrationstatements, and access to all senior managers.

6.     Representations andWarranties of Lender.

6.1  Suitability. TheLender is an “accredited investor” as such term is defined in Regulation D issuedby the Securities and Exchange Commission, and such Lender’s financialcondition is such that it is able to bear the economic risk of its investmentin the Note. Lender has such knowledge and experience in financial and businessmatters as is necessary to make an investment in the Note.

6.2  Purchase for Own Account. This Note isbeing acquired by Lender for investment purposes only and not with a view tothe distribution of all or any part thereof. Lender has no present intention ofselling, transferring, disposing or granting any participation in the Note andis not a party to any contract, agreement or understanding that would result inany such sale, transfer or disposition of all or any portion of this Note.

7.             No Waiver; Cumulative Rights.No delay on the part of the Holder of this Note in the exercise of any power orright under this Note shall operate as a waiver thereof, nor shall a single orpartial exercise of any power or right preclude other or further exercisethereof or the exercise of any other power or right.

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8.             Waiver. Borrower waivesdemand, presentment, protest, notice of dishonor, notice of nonpayment, noticeof intention to accelerate, notice of acceleration, notice of protest and anyand all lack of diligence or delay in collection or the filing of suit hereonwhich may occur, and agrees to all extensions and partial payments, before orafter maturity, without prejudice to the Holder hereof.

9.             Collection Costs. In theevent that, upon an Event of Default, any amount under this Note is collectedin whole or in part through suit, arbitration or mediation, then and in anysuch case there shall be added to the unpaid principal balance hereof all costsof collection, (including, but not limited to, reasonable attorneys’ fees andexpenses) whether or not suit is filed.

10.           Governing Law. This Note shallbe governed by and construed in accordance with the laws of the State of Texas.In the event of a dispute involving this Note or any other instruments executedin connection herewith, the parties irrevocably agree that exclusive venue forsuch dispute shall lie in any court of competent jurisdiction in Dallas County,Texas, and the parties waive any claim that such forum is inappropriate orinconvenient.

11.           Headings. The headings of thesections of this Note are inserted for convenience of reference only and shallnot be deemed to constitute a part hereof.

12.           Usury. All agreements betweenBorrower and the Holder of this Note, whether now existing or hereafter arisingand whether written or oral, are expressly limited so that in no contingency orevent whatsoever, whether by acceleration of the maturity of this Note orotherwise, shall the amount paid, or agreed to be paid, to the Holder hereoffor the use, forbearance or detention of the money to be loaned hereunder orotherwise, exceed the maximum amount permissible under applicable law. If fromany circumstances whatsoever fulfillment of any provision of this Note, at thetime performance of such provision shall be due, shall involve transcending thelimit of validity prescribed by law, then *ipso facto,*theobligation to be fulfilled shall be reduced to the limit of such validity, andif from any such circumstances the Holder of this Note shall ever receiveanything of value as interest or deemed interest by applicable law under thisNote or otherwise in an amount that would exceed the highest lawful rate, suchamount that would be excessive interest shall be applied to the reduction ofthe principal amount owing under this Note, and not to the payment of interest,or if such excessive interest exceeds the unpaid balance of principal of thisNote, such excess shall be refunded to Borrower. In determining whether or notthe interest paid or payable with respect to any indebtedness of Borrower tothe Holder hereof, under any specific contingency, exceeds the highest lawfulrate, Borrower and the Holder hereof shall, to the maximum extent permitted byapplicable law, (i) characterize any nonprincipal payment as an expense,fee or premium rather than as interest, (ii) amortize, prorate, allocateand spread the total amount of interest throughout the full term of suchindebtedness so that the actual rate of interest on account of suchindebtedness is uniform throughout the term thereof, and/or (iii) allocateinterest between portions of such indebtedness, to the end that no such portionshall bear interest at a rate greater than that permitted by law. The terms andprovisions of this paragraph shall control and supersede every otherconflicting provision of all agreements between Borrower and the Holder hereof.

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13.           Successors and Assigns. All ofthe stipulations, promises and agreements in this Note made by or on behalf ofBorrower shall bind the successors and assigns of Borrower, whether so expressedor not, and inure to the benefit of the successors and assigns of Borrower andLender. Any assignee of Borrower or Lender shall agree in writing prior to theeffectiveness of such assignment to be bound by the provisions hereof. TheLender from time to time also may sell to one or more financial institutions,institutional investors or other persons a participation interest in all or anyundivided portion of the rights, powers, privileges, remedies and interests ofthe Lender under this Note.

14.           Severability. In the event anyone or more of the provisions contained in this Note shall for any reason beheld to be invalid, illegal or unenforceable in any respect, such invalidity,illegality or unenforceability shall not affect any other provision hereof, andthis Note shall be construed as if such invalid, illegal or unenforceableprovision had never been contained herein.

15.           Notices. All notices and othercommunications hereunder shall be in writing or by telecopy, and shall bedeemed to have been duly made when delivered in person or sent by telecopy,same day or overnight courier, or 72 hours after having been deposited in theUnited States registered or certified mail return receipt requested, postageprepaid, to a party at the address set forth below (which may be changed inaccordance with these notice procedures):

If to Lender:

Name:  Marc Weill

Address:440 Roundhill Road

Greenwich,CT  06831-2639

Fax number: (203) 629-0679

If to Borrower:

Earth Biofuels, Inc.

3001 Knox Street, Suite 403

Dallas, TX  75205

Fax Number: (214) 389-9805

Attention:  Chief Executive Officer

With a copy to:

Roger A. Crabb

Scheef & Stone, LLP

5956Sherry Lane, Suite 1400

Dallas,TX  75225

Fax number:  (214) 706-4242

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THIS NOTE REPRESENTS THE FINAL AGREEMENT BETWEENBORROWER AND LENDER CONCERNING THE MATTERS HEREIN AND MAY NOT BECONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORALAGREEMENTS OF THE PARTIES.

THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THEPARTIES.

INWITNESS WHEREOF, the undersigned have executed this Convertible Promissory Noteon and as of the date first set forth above.
| *** *** | ***BORROWER:***          |
|--------------|--------------------------|
| *** *** | *** ***             |
|         | EARTH BIOFUELS, INC.     |
|         |                     |
|         |                     |
|         | By:                      | /s/ DENNIS G. MCLAUGHLIN, III |   |
|         | Name:                    | Dennis G. McLaughlin, III |
|         | Title:                   | Chief Executive Officer |
|         |                     |   |
|         |                     |   |
| *** *** | ***LENDER:***            |
| *** *** | *** ***             |
|         | Marc Weill               |
|         |                     |
|         |                     |
|         | /s/ MARC WEILL           |   |
|         | Marc Weill, individually |
|              |                          |  |  |  |

 

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FORM OF

NOTICE OFCONVERSION

(To be Executed bythe Registered Holder in order to Convert the Note)

The undersigned herebyirrevocably elects to convert $ 250,000.00 of the principal amount of the aboveNote into shares of Common Stock of Earth Biofuels, Inc. according to theconditions of such Note, as of the date written below.
| Date of Conversion                |   |   |
|-----------------------------------|--------|--------|
|                              |
| Applicable Conversion Price $0.50 |
|                              |
| Signature:                        |   |   |
|                                   |        |        |  |  |

Printed Name: Marc Weill
| Address: | 440 Round Hill Road |
|----------|---------------------|
|     | Greenwich, CT 06831 |

 

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