**EXHIBIT 10.72**

 

**COMMERCIALGUARANTY**

Reference is made to that certain PromissoryNote dated as of March 2, 2006 (the “*Note*”) madeby Earth Biofuels, Inc., a Delaware corporation (“*Maker*”),to the order  of Southern Biofuels, LLC,a Mississippi limited liability company (“*Payee*”), inthe principal amount of $850,000 (the “*Principal Amount*”)and an as yet unsigned asset purchase agreement.  Capitalized terms used but not otherwisedefined herein shall have the meanings prescribed to them in the Note.

THIS IS A “CONTINUING GUARANTY” BY WHICH THEUNDERSIGNED GUARANTEES THE FULL AND PUNCTUAL PAYMENT, PERFORMANCE ANDSATISFACTION OF ALL OF THE INDEBTEDNESS AND OBLIGATIONS INCURRED BY EARTHBIOFUELS  WITH RESPECT TO THE ASSETPURCHASE AGREEMENT BETWEEN EARTH BIOFUELS AND SOUTHERN BIOFUELS.

The undersigned hereby individually andpersonally guarantees the prompt payment of all amounts due under the Note, andany other amounts  which may arise fromand due to the terms and conditions of said asset purchase agreement.  The undersigned also guarantees the promptpayment of one-third of any interest that may accrue on the Note.

The undersigned waives any requirement ofnotice of default or of any of the other matters referred to in this guaranty(this “*Guaranty*”), any requirement ofdiligence on the part of Payee or any holder of the Note, and allcounterclaims, set-offs, abatements and defenses whatsoever against the Payeeor any holder of the Note.

This Guaranty is in no way contingent uponany attempt to collect from the Maker or any other Guarantor or to enforce orproceed against any security or collateral given to secure the Note.

The validity and enforceability of thisGuaranty shall be unaffected by any transfer, assignment or endorsement of theNote, any indulgence or waiver granted with respect to any payment duethereunder or any remedy provided for therein or in any document referred totherein (including the release of any collateral) or any other thing that  might reduce or  vary the risk of the Maker or operate as adischarge of the Maker as a matter of law.

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This Guaranty shall be enforceable by anyholder of the Note, and each such holder shall have the full benefit of thisGuaranty without notice to the undersigned upon or after endorsement.

The undersigned agrees to pay upon demand allo Payee’s costs and expenses, including Payee’s attorneys’ fees and Payee’slegal expenses, incurred in connection with the enforcement of thisGuaranty.  If there is a lawsuit,Guarantor agrees upon Payee’s request to submit to the jurisdiction of thecourts of Rankin County, State of Mississippi.

This Guaranty constitutes a guarantee ofpayment and not of collection.

This Guaranty shall not terminate until allthe obligations under the asset purchase agreement have been fully andcompletely satisfied.

THIS GUARANTY SHALL BE GOVERNED BY ANDCONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OFMISSISSIPPI, WITHOUT REGARD TO THE CONFLICTS OF LAWS PRINCIPLES THEREOF.  THIS GUARANTY IS MADE JOINTLY WITH TOMMY JOHNSONAND BRUCE BLACKWELL AND BECOMES EFFECTIVE ONLY UPON THE SIGNATURES OF THOSINDIVIDUALS ON EACH OF THEIR RESPECTIVE GUARANTY.
| Dated: March 2, 2006 |   | /s/ Dennis McLaughlin |
|----------------------|--------|-----------------------|
|                 |   | Dennis McLaughlin     |

 

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