**Exhibit10.69**

**SECURITIES PURCHASE AGREEMENT**

This Securities Purchase Agreement (this “*Agreement*”) is dated as of August19, 2005, by and among Apollo Resources International, Inc., a Utah corporation(the “*Company*”), Mr. Tommy Johnson (“*Mr. Johnson*”), Mr. Bruce Blackwell (“*Mr. Blackwell*”), Mr. William H.Webster (“*Mr. Webster*”) and Mr. RobertGlenn (“*Mr. Glenn*”).

WHEREAS, each of Mr. Johnson, Mr. Blackwell, Mr.Webster and Mr. Glenn (collectively, the “*Shareholders*”)owns shares of the issued and outstanding common stock of Earth Biofuels, Inc.,a Mississippi corporation (“*Earth Biofuels*”);and

WHEREAS, the Company has expressed a desire to acquirefrom the Shareholders, additional issued and outstanding shares of common stockof Earth Biofuels subject to the terms and conditions set forth in thisAgreement; and

WHEREAS, in consideration for such purchase, theCompany has offered to sell and issue to the Shareholders an aggregate of6,000,000 restricted shares of the common stock of the Company.

NOW, THEREFORE, IN CONSIDERATION of the mutualcovenants contained in this Agreement, and for other good and valuableconsideration, the receipt and adequacy of which are hereby acknowledged, theCompany and the Shareholders agree as follows:

# ARTICLEI.DEFINITIONS

1.1                           Definitions.  In addition to the terms defined elsewhere inthis Agreement, for all purposes of this Agreement, the following terms havethe meanings indicated in this Section 1.1:

“*Earth Biofuels CommonStock*” means the common stock of Earth Biofuels, $1.00 par valueper share.

“*Company Common Stock*”means the common stock of the Company, $0.001 par value per share, to be issuedand sold hereunder.

“*Exchange Act*”means the Securities Exchange Act of 1934, as amended.

“*Liens*”means a lien, charge, security interest, encumbrance or other restriction.

“*Rule 144*”means Rule 144 promulgated by the Securities and Exchange Commission pursuantto the Securities Act, as such Rule may be amended from time to time, or anysimilar rule or regulation hereafter adopted having substantially the sameeffect as such Rule.

“*Securities Act*”means the Securities Act of 1933, as amended.

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“*Trading Day*”means (i) a day on which the Company Common Stock is traded on the over-the-countermarket, as reported by the OTC Bulletin Board, or (ii) if the Company CommonStock is not quoted on the OTC Bulletin Board, a day on which the CompanyCommon Stock is quoted in the over-the-counter market as reportedby the National Quotation Bureau Incorporated (or any similar organization oragency succeeding its functions of reporting prices); provided, that in theevent that the Company Common Stock is not listed or quoted as set forth in (i)or (ii) hereof, then Trading Day shall mean a Business Day.

“*Trading Market*”means the following service on which the Common Stock is quoted for trading onthe date in question: the American Stock Exchange, the New York Stock Exchange,the Nasdaq National Market or the Nasdaq SmallCap Market.

# ARTICLEII.PURCHASE AND SALE

## 2.1                           Closing.  Upon satisfaction of the conditions set forthin Section 2.2, the Company agrees to issue (a) 600,000 shares of CompanyCommon Stock to Mr. Johnson (or his designees), (b) 3,240,000 shares of CompanyCommon Stock to Mr. Blackwell (or his designees), (c) 1,080,000 shares of CompanyCommon Stock to Mr. Webster (or his designees) and (d) 1,080,000 shares ofCompany Common Stock to Mr. Glenn (or his designees), in consideration of thesale to the Company of (w) 300 of the issued and outstanding shares of EarthBiofuels Common Stock owned by Mr. Johnson, (x) 1,620 of the issued andoutstanding shares of Earth Biofuels Common Stock owned by Mr. Blackwell, (y)540 of the issued and outstanding shares of Earth Biofuels Common Stock ownedby Mr. Webster and (z) 540 of the issued and outstanding shares of EarthBiofuels Common Stock owned by Mr. Glenn The closing of the sale and purchase of the shares of Company CommonStock and the shares of Earth Biofuels Common Stock under this Agreement (the “*Closing*”) shall occur at the offices of theCompany on August 19, 2005 (the “*ClosingDate*”).

2.2                           Closing Conditions.

### (a)         Conditions to theShareholders’ Obligations.  Theobligation of each of the Shareholders to sell their respective shares of EarthBiofuels to the Company, and to acquire the shares of Company Common Stock atthe Closing is subject to the fulfillment of the following conditions, any ofwhich may be waived by the Shareholders:

#### (i)                Atthe Closing, the Company shall deliver or cause to be delivered to theShareholders, this Agreement duly executed by the Company;

#### (ii)               Atthe Closing, the Company shall deliver or cause to be delivered to Mr. Johnson,a copy of the Company’s written instructions to its transfer agent, ColonialStock Transfer Company, Inc.(the “*Transfer Agent*”),directing the Transfer Agent to issue to Mr. Johnson (or his designees) anaggregate of 600,000 shares of Company Common Stock;

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#### (iii)              Atthe Closing, the Company shall deliver or cause to be delivered to Mr.Blackwell, a copy of the Company’s written instructions to its Transfer Agent,directing the Transfer Agent to issue to Mr. Blackwell (or his designees) anaggregate of 3,240,000 shares of Company Common Stock;

#### (iv)              Atthe Closing, the Company shall deliver or cause to be delivered to Mr. Webster,a copy of the Company’s written instructions to its Transfer Agent, directingthe Transfer Agent to issue to Mr. Webster (or his designees) an aggregate of1,080,000 shares of Company Common Stock;

#### (v)               Atthe Closing, the Company shall deliver or cause to be delivered to Mr. Glenn, acopy of the Company’s written instructions to its Transfer Agent, directing theTransfer Agent to issue to Mr. Glenn (or his designees) an aggregate of1,080,000 shares of Company Common Stock; and

#### (vi)              Allrepresentations and warranties of the Company contained herein shall be trueand correct in all material respects.

### (b)         Conditions toCompany’s Obligations.  Theobligation of the Company to sell and issue the Company Common Stock at theClosing is subject to the fulfillment of the following conditions, any of whichmay be waived by the Company:

#### (i)                Atthe Closing, each of the Shareholders shall deliver or cause to be delivered tothe Company, this Agreement duly executed by each of the Shareholders;

#### (ii)               Atthe Closing, Mr. Johnson shall deliver to the Company (a) one or more stockcertificates, appropriately endorsed, reflecting his ownership of 300 shares ofEarth Biofuels Common Stock or (b) executed stock powers with respect to hisownership of 300 shares of Earth Biofuels Common Stock (with original stockcertificates to be furnished to the Company immediately following closing);

#### (iii)              Atthe Closing, Mr. Blackwell shall deliver to the Company (a) one or more stockcertificates, appropriately endorsed, reflecting his ownership of 1,620 sharesof Earth Biofuels Common Stock or (b) executed stock powers with respect to hisownership of 1,620 shares of Earth Biofuels Common Stock (with original stockcertificates to be furnished to the Company immediately following closing);

#### (iv)              Atthe Closing, Mr. Webster shall deliver to the 540 shares of Earth BiofuelsCommon Stock or (b) executed stock powers with respect to his ownership of 540shares of Earth Biofuels Common Stock (with original stock certificates to befurnished to the Company immediately following closing);

#### (v)               Atthe Closing, Mr. Glenn shall deliver to the Company (a) one or more stockcertificates, appropriately endorsed, reflecting his ownership of 540 shares ofEarth Biofuels Common Stock or (b) executed stock powers with respect to his

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#### ownership of 540 shares of Earth Biofuels Common Stock (with originalstock certificates to be furnished to the Company immediately followingclosing); and

#### (vi)              Allrepresentations and warranties of each of the Shareholders contained hereinshall be true and correct in all material respects.

# ARTICLEIII.REPRESENTATIONS AND WARRANTIES

3.1            Representations andWarranties of the Company.  TheCompany hereby makes the following representations and warranties as of thedate hereof to each of the Shareholders:

### (a)         Organization andQualification.  The Company is anentity duly incorporated or otherwise organized, validly existing and in goodstanding under the laws of the jurisdiction of its incorporation, with therequisite power and authority to own and use its properties and assets and tocarry on its business as currently conducted. The Company is not in violation of any of the provisions of itscertificate or articles of incorporation or bylaws.  The Company is duly qualified to conductbusiness and is in good standing as a foreign corporation or other entity ineach jurisdiction in which the nature of the business conducted or propertyowned by it makes such qualification necessary.

### (b)         Authorization;Enforcement.  The Company has therequisite corporate power and authority to enter into and to consummate thetransactions contemplated by this Agreement and otherwise to carry out itsobligations hereunder.  The execution anddelivery of this Agreement by the Company and the consummation by it of the transactionscontemplated thereby have been duly authorized by all necessary action on thepart of the Company and no further action is required by the Company inconnection therewith.

### (c)         Issuance of theCompany Common Stock.  The shares ofCompany Common Stock to be issued to the Shareholders hereunder are dulyauthorized and, when issued and paid for in accordance with this Agreement,will be duly and validly issued, fully paid and nonassessable, free and clearof all Liens.

3.2            Representations and Warrantiesof the Shareholders.  TheShareholders hereby represent and warrant to the Company as follows:

### (a)         Investment Intent.  The Shareholders understand that the sharesof Company Common Stock are “restricted securities” and have not beenregistered under the Securities Act or any applicable state securitieslaw.  Each the Shareholders is acquiringhis pro-rata portion of the shares of Company Common Stock as principal for hisown account for investment purposes only and not with a view to or fordistributing or reselling such shares of Company Common Stock or any partthereof, has no present intention of distributing any of such shares of CompanyCommon Stock and has no arrangement or

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### understanding with any other persons regarding the distribution of suchshares of Company Common Stock.

### (b)         Earth Biofuels Common Stock.  The shares of Earth Biofuels Common Stock tobe sold to the Company hereunder are duly and validly issued, fully paid andnonassessable, free and clear of all Liens. As a consequence of this Agreement, the Company shall own 80% of theissued and outstanding shares of Earth Biofuels Common Stock.

# ARTICLEIV.OTHER AGREEMENTS OF THE PARTIES

4.1                           TransferRestrictions.

(a)         TheCompany Common Stock may only be disposed of in compliance with state andfederal securities laws.  In connectionwith any transfer of Company Common Stock other than pursuant to a sale underan effective registration statement, the Company may require the transferorthereof to provide to the Company an opinion of counsel, the form and substanceof which opinion shall be reasonably satisfactory to the Company, to the effectthat such transfer does not require registration of such transferred CompanyCommon Stock under the Securities Act.

(b)         TheShareholders agree to the imprinting, so long as is required by this Section4.1(b), of a legend on any of the Company Common Stock substantially in thefollowing form:

THE SECURITIESREPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIESACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THE SECURITIES MAY NOT BE SOLD, TRANSFERRED, ASSIGNED OR HYPOTHECATEDUNLESS REGISTERED UNDER THE SECURITIES ACT AND QUALIFIED UNDER APPLICABLE STATESECURITIES LAWS OR UNLESS SUCH SALE, TRANSFER, ASSIGNMENT OR HYPOTHECATION ISEXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND THEQUALIFICATION REQUIREMENTS OF APPLICABLE STATE SECURITIES LAWS AND THE COMPANYRECEIVES AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCHREGISTRATION AND QUALIFICATION ARE NOT REQUIRED.

4.2                           Furnishingof Information.  As long as any ofthe Shareholders owns shares of Company Common Stock, the Company covenants totimely file all reports required to be filed by the Company after the datehereof pursuant to the Exchange Act. Upon the request of any of the Shareholders, the Company shall deliverto such holder a written certification of a duly authorized officer as towhether it has complied with the preceding sentence.  The Company further covenants that it willtake such further action as any of the Shareholders may reasonably

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request, all to the extent required from time to timeto enable any or all of the Shareholders to sell such Company Common Stockwithout registration under the Securities Act within the limitation of the exemptionsprovided by Rule 144.

4.3                           Quotation/Listingof Common Stock.  The Company herebyagrees to use its reasonable best efforts to maintain the quotation or listingof the Company Common Stock on the OTCBulletin Board.  The Companyfurther agrees, if the Company applies to have the Company Common Stock tradedon any other Trading Market, it will include in such application the CompanyCommon Stock, and will take such other action as is necessary to cause theCompany Common Stock to be listed on such other Trading Market as promptly aspossible.

4.4                           Confidentiality.  Each of the Shareholders agrees with theCompany to keep strictly confidential all non-public information regarding theCompany (“*Confidential Information*”).  Each of the Shareholders understands that theConfidential Information is strictly confidential and proprietary to theCompany.  Each of the Shareholders herebyacknowledges that he is prohibited from reproducing and/or distributing theConfidential Information, or any other offering materials or other informationprovided by the Company in connection with their consideration of an investmentin the Company, in whole or in part, or divulging or discussing any of theircontents to third parties.  Further, eachof the Shareholders understands that the existence and nature of allconversations and presentations, if any, regarding the Company must be keptstrictly confidential.  Each of theShareholders understands that United States Federal and state securities lawsimpose restrictions on trading based on material non-public informationregarding the Company.

4.5                           Corporate Records.  Immediately following closing, Mr. Johnsonwill (a) furnish to the Company the minute book for Earth Biofuels, completewith originals of the articles of incorporation, bylaws, corporate minutes,share certificates and corporate seal, and (b) furnish to the Company, suchfinancial and other records and take such other actions as may be reasonablyrequested by the Company, with respect to Earth Biofuels.

# ARTICLEV.MISCELLANEOUS

5.1                           Fees and Expenses.  Except as otherwise set forth in thisAgreement, each party shall pay the fees and expenses of its advisers, counsel,and all other expenses incurred by such party incident to the negotiation,preparation, execution, delivery and performance of this Agreement.

5.2                           Entire Agreement.  This Agreement contains the entireunderstanding of the parties with respect to the subject matter hereof andsupersede all prior agreements and understandings, oral or written, withrespect to such matters, which the parties acknowledge have been merged intosuch documents, exhibits and schedules.

5.3                           Notices.  Any and all notices or other communicationsor deliveries required or permitted to be provided hereunder shall be inwriting and shall be deemed given and effective on the earliest of (a) the dateof transmission, if such notice or communication is delivered via facsimile atthe facsimile number specified on the signature pages attached hereto

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prior to 5 p.m. (Dallas, Texas time) on a Trading Day,(b) the next Trading Day after the date of transmission, if such notice orcommunication is delivered via facsimile at the facsimile number specified onthe signature pages attached hereto on a day that is not a Trading Day or laterthan 5 p.m. (Dallas, Texas time) on any Trading Day, (c) the Trading Dayfollowing the date of mailing, if sent by U.S. nationally recognized overnightcourier service, or (d) upon actual receipt by the party to whom such notice isrequired to be given.  The address forsuch notices and communications shall be as set forth on the signature pagesattached hereto.

5.4                           Amendments;Waivers.  Without the written consentof each of the parties hereto, the terms of this Agreement may not be waived oramended.  No waiver of any default withrespect to any provision, condition or requirement of this Agreement shall bedeemed to be a continuing waiver in the future or a waiver of any subsequentdefault or a waiver of any other provision, condition or requirement hereof,nor shall any delay or omission of either party to exercise any right hereunderin any manner impair the exercise of any such right.

5.5                           Construction.  The headings herein are for convenience only,do not constitute a part of this Agreement and shall not be deemed to limit oraffect any of the provisions hereof.  Thelanguage used in this Agreement will be deemed to be the language chosen by theparties to express their mutual intent, and no rules of strict construction willbe applied against any party.

5.6                           Successorsand Assigns.  This Agreement shall bebinding upon and inure to the benefit of the parties and their successors andpermitted assigns.  Nothing in thisAgreement, express or implied, is intended to confer upon any party other thanthe parties hereto or their respective successors and assigns any rights,remedies, obligations or liabilities under or by reason of this Agreement,except as expressly provided by this Agreement.

5.7                           Governing Law.  All questions concerning the construction,validity, enforcement and interpretation of this Agreement shall be governed byand construed and enforced in accordance with the internal laws of the State ofTexas, without regard to the principles of conflicts of law thereof.  Each party agrees that all legal proceedingsconcerning the transactions contemplated by this Agreement shall be commencedexclusively in the state and federal courts sitting in the City of Dallas,Texas.  If any party shall commence anaction or proceeding to enforce any provisions of this Agreement, then theprevailing party in such action or proceeding shall be reimbursed for itsattorneys’ fees and other costs and expenses incurred with the investigation,preparation and prosecution of such action or proceeding.

5.8                           Survival.  The representations and warranties containedin Section 3.1 and 3.2 shall survive the Closing for a period of one (1) year.

5.9                           Execution.  This Agreement may be executed in two or morecounterparts, all of which when taken together shall be considered one and thesame agreement and shall become effective when counterparts have been signed byeach party and delivered to the other party, it being understood that bothparties need not sign the same counterpart. In the event that any signature is delivered by facsimile transmission,such signature shall create a valid and binding obligation of the partyexecuting (or on whose behalf such signature is executed) with the same forceand effect as if such facsimile signature page were an original thereof.

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*(Signature Page Follows)*

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IN WITNESS WHEREOF, the parties hereto have causedthis Securities Purchase Agreement to be duly executed by their respectiveauthorized signatories as of the date first indicated above.
| **APOLLO RESOURCES**                              |                                  |
|---------------------------------------------------|---------------------------------------|
| **INTERNATIONAL,  INC.**                          | Address for Notice:                   |
| ** **                                        |                                  |
|                                              | Apollo Resources  International, Inc. |
|                                              | 3001 Knox  Street, Suite 403          |
| By:                                               | /s/ DENNIS  MCLAUGHLIN                |   | Dallas, TX 75205 |
|                                              |                                  |
| Name:  Dennis McLaughlin                     | Attn: Dennis McLaughlin               |
|                                              |                                  |
| Title:    Chief  Executive Officer | Tel: (214) 389-9800                   |
|                                              | Fax: (214) 389-9806                   |
|                                              |                                  |
|                                              |                                  |
| **TOMMY  JOHNSON**                                | Address for Notice:                   |
| ** **                                        |                                  |
|                                              |                                  |   |
|                                              |                                  |   |
| By:                                               | /s/ TOMMY  JOHNSON                    |   |   |   |
|                                              |                                  |
| Name:  Tommy Johnson                         | Tel: (601)                            |   |   |
|                                              | Fax: (601)                            |   |   |
|                                              |                                  |
|                                              |                                  |
| **BRUCE  BLACKWELL**                              | Address for Notice:                   |
| ** **                                        |                                  |
|                                              |                                  |   |
|                                              |                                  |   |
| By:                                               | /s/ R. BRUCE  BLACKWELL               |   |   |   |
|                                              |                                  |
| Name:  Bruce Blackwell                       | Tel:                                  |   |   |
|                                              | Fax:                                  |   |   |
|                                              |                                  |
|                                              |                                  |
| **WILLIAM  H. WEBSTER**                           | Address for Notice:                   |
| ** **                                        |                                  |
|                                              |                                  |   |
|                                              |                                  |   |
| By:                                               | /s/ WILLIAM H.  WEBSTER               |   |   |   |
|                                              |                                  |
| Name:  William H. Webster                    | Tel:                                  |   |   |
|                                              | Fax:                                  |   |   |
|                                                   |                                       |  |  |  |  |  |  |  |  |  |  |

 

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| **ROBERT GLENN**         | Address for Notice: |
|--------------------------|---------------------|
| ** **               |                |
|                     |                |   |
|                     |                |   |
| By:                      | /s/ ROBERT GLENN    |   |   |   |
|                     |                |
| Name:  Robert Glenn | Tel:                |   |   |
|                     | Fax:                |   |   |
|                          |                     |  |  |  |  |  |

 

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