SC 13D

                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                 --------------

                                  SCHEDULE 13D
                                 (RULE 13d-101)

             INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
            TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
                                  RULE 13d-2(a)

                              (Amendment No. )(1)

                              Earth Biofuels, Inc.
                              --------------------
                                (Name of Issuer)

                    Common Stock, Par Value $0.001 Per Share
                    ----------------------------------------
                         (Title of Class of Securities)

                                    27031F102
                                    ---------
                                 (CUSIP Number)

                              STEVEN WOLOSKY, ESQ.
                 OLSHAN GRUNDMAN FROME ROSENZWEIG & WOLOSKY LLP
                                Park Avenue Tower
                               65 East 55th Street
                            New York, New York 10022
                                 (212) 451-2300
                                 --------------
                  (Name, Address and Telephone Number of Person
                Authorized to Receive Notices and Communications)

                                  July 11, 2007
                                  -------------
             (Date of Event Which Requires Filing of This Statement)

      If the filing person has  previously  filed a statement on Schedule 13G to
report the  acquisition  that is the subject of this Schedule 13D, and is filing
this  schedule  because  of Rule  13d-1(e),  13d-1(f)  or  13d-1(g),  check  the
following box / /.

      NOTE.  Schedules filed in paper format shall include a signed original and
five copies of the schedule,  including  all exhibits.  SEE Rule 13d-7 for other
parties to whom copies are to be sent.

                         (Continued on following pages)

                              (Page 1 of 19 Pages)


- ----------------
(1)   The  remainder  of this cover  page  shall be filled  out for a  reporting
person's  initial  filing on this  form with  respect  to the  subject  class of
securities,  and for any subsequent amendment containing information which would
alter disclosures provided in a prior cover page.

      The information  required on the remainder of this cover page shall not be
deemed to be "filed"  for the purpose of Section 18 of the  Securities  Exchange
Act of 1934 or otherwise  subject to the  liabilities of that section of the Act
but  shall be  subject  to all other  provisions  of the Act  (however,  SEE the
NOTES).



- ----------------------                                    ----------------------
CUSIP No. 490057106                   13D                    Page 2 of 19 Pages
- ----------------------                                    ----------------------


================================================================================
     1         NAME OF REPORTING PERSONS
               I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

                    PORTSIDE GROWTH AND OPPORTUNITY FUND
- --------------------------------------------------------------------------------
     2         CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*         (a) / /
                                                                         (b) /X/
- --------------------------------------------------------------------------------
     3         SEC USE ONLY

- --------------------------------------------------------------------------------
     4         SOURCE OF FUNDS*

                    WC
- --------------------------------------------------------------------------------
     5         CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
               PURSUANT TO ITEM 2(d) OR 2(e)                                 / /
- --------------------------------------------------------------------------------
     6         CITIZENSHIP OR PLACE OF ORGANIZATION

                    Cayman Islands
- --------------------------------------------------------------------------------
 NUMBER OF         7     SOLE VOTING POWER
   SHARES
BENEFICIALLY             Series A Warrant to purchase up to 344,828 shares of
  OWNED BY               Common Stock
    EACH
 REPORTING               $2,000,000 Principal Amount 8% Senior Convertible Note
PERSON WITH              convertible into 689,655 shares of Common Stock
               -----------------------------------------------------------------
                   8     SHARED VOTING POWER

                              - 0 -
               -----------------------------------------------------------------
                   9     SOLE DISPOSITIVE POWER

                         Series A Warrant to purchase up to 344,828 shares of
                         Common Stock

                         $2,000,000 Principal Amount 8% Senior Convertible Note
                         convertible into 689,655 shares of Common Stock
               -----------------------------------------------------------------
                  10     SHARED DISPOSITIVE POWER

                              - 0 -
- --------------------------------------------------------------------------------
    11         AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
               PERSON

               Series A Warrant to purchase up to 344,828 shares of Common Stock

               $2,000,000 Principal Amount 8% Senior Convertible Note
               convertible into 689,655 shares of Common Stock
- --------------------------------------------------------------------------------
    12         CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
               CERTAIN SHARES*                                               / /
- --------------------------------------------------------------------------------
    13         PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

                    Less than 1%
- --------------------------------------------------------------------------------
    14         TYPE OF REPORTING PERSON*

                    CO
================================================================================

                      *SEE INSTRUCTIONS BEFORE FILLING OUT!



- ----------------------                                    ----------------------
CUSIP No. 490057106                   13D                    Page 3 of 19 Pages
- ----------------------                                    ----------------------


================================================================================
     1         NAME OF REPORTING PERSONS
               I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

                    RAMIUS CAPITAL GROUP, L.L.C.
- --------------------------------------------------------------------------------
     2         CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*         (a) / /
                                                                         (b) /X/
- --------------------------------------------------------------------------------
     3         SEC USE ONLY

- --------------------------------------------------------------------------------
     4         SOURCE OF FUNDS*

                    OO
- --------------------------------------------------------------------------------
     5         CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
               PURSUANT TO ITEM 2(d) OR 2(e)                                 / /
- --------------------------------------------------------------------------------
     6         CITIZENSHIP OR PLACE OF ORGANIZATION

                    Delaware
- --------------------------------------------------------------------------------
 NUMBER OF         7     SOLE VOTING POWER
   SHARES
BENEFICIALLY             Series A Warrant to purchase up to 344,828 shares of
  OWNED BY               Common Stock
    EACH
 REPORTING               $2,000,000 Principal Amount 8% Senior Convertible Note
PERSON WITH              convertible into 689,655 shares of Common Stock
               -----------------------------------------------------------------
                   8     SHARED VOTING POWER

                              - 0 -
               -----------------------------------------------------------------
                   9     SOLE DISPOSITIVE POWER

                         Series A Warrant to purchase up to 344,828 shares of
                         Common Stock

                         $2,000,000 Principal Amount 8% Senior Convertible Note
                         convertible into 689,655 shares of Common Stock
               -----------------------------------------------------------------
                  10     SHARED DISPOSITIVE POWER

                              - 0 -
- --------------------------------------------------------------------------------
    11         AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
               PERSON

               Series A Warrant to purchase up to 344,828 shares of Common Stock

               $2,000,000 Principal Amount 8% Senior Convertible Note
               convertible into 689,655 shares of Common Stock
- --------------------------------------------------------------------------------
    12         CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
               CERTAIN SHARES*                                               / /
- --------------------------------------------------------------------------------
    13         PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

                    Less than 1%
- --------------------------------------------------------------------------------
    14         TYPE OF REPORTING PERSON*

                    IA, OO
================================================================================

                      *SEE INSTRUCTIONS BEFORE FILLING OUT!



- ----------------------                                    ----------------------
CUSIP No. 490057106                   13D                    Page 4 of 19 Pages
- ----------------------                                    ----------------------


================================================================================
     1         NAME OF REPORTING PERSONS
               I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

                    C4S & CO., L.L.C.
- --------------------------------------------------------------------------------
     2         CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*         (a) / /
                                                                         (b) /X/
- --------------------------------------------------------------------------------
     3         SEC USE ONLY

- --------------------------------------------------------------------------------
     4         SOURCE OF FUNDS*

                    OO
- --------------------------------------------------------------------------------
     5         CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
               PURSUANT TO ITEM 2(d) OR 2(e)                                 / /
- --------------------------------------------------------------------------------
     6         CITIZENSHIP OR PLACE OF ORGANIZATION

                    Delaware
- --------------------------------------------------------------------------------
 NUMBER OF         7     SOLE VOTING POWER
   SHARES
BENEFICIALLY             Series A Warrant to purchase up to 344,828 shares of
  OWNED BY               Common Stock
    EACH
 REPORTING               $2,000,000 Principal Amount 8% Senior Convertible Note
PERSON WITH              convertible into 689,655 shares of Common Stock
               -----------------------------------------------------------------
                   8     SHARED VOTING POWER

                              - 0 -
               -----------------------------------------------------------------
                   9     SOLE DISPOSITIVE POWER

                         Series A Warrant to purchase up to 344,828 shares of
                         Common Stock

                         $2,000,000 Principal Amount 8% Senior Convertible Note
                         convertible into 689,655 shares of Common Stock
               -----------------------------------------------------------------
                  10     SHARED DISPOSITIVE POWER

                              - 0 -
- --------------------------------------------------------------------------------
    11         AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
               PERSON

               Series A Warrant to purchase up to 344,828 shares of Common Stock

               $2,000,000 Principal Amount 8% Senior Convertible Note
               convertible into 689,655 shares of Common Stock
- --------------------------------------------------------------------------------
    12         CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
               CERTAIN SHARES*                                               / /
- --------------------------------------------------------------------------------
    13         PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

                    Less than 1%
- --------------------------------------------------------------------------------
    14         TYPE OF REPORTING PERSON*

                    OO
================================================================================

                      *SEE INSTRUCTIONS BEFORE FILLING OUT!



- ----------------------                                    ----------------------
CUSIP No. 490057106                   13D                    Page 5 of 19 Pages
- ----------------------                                    ----------------------


================================================================================
     1         NAME OF REPORTING PERSONS
               I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

                    PETER A. COHEN
- --------------------------------------------------------------------------------
     2         CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*         (a) / /
                                                                         (b) /X/
- --------------------------------------------------------------------------------
     3         SEC USE ONLY

- --------------------------------------------------------------------------------
     4         SOURCE OF FUNDS*

                    OO
- --------------------------------------------------------------------------------
     5         CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
               PURSUANT TO ITEM 2(d) OR 2(e)                                 / /
- --------------------------------------------------------------------------------
     6         CITIZENSHIP OR PLACE OF ORGANIZATION

                    USA
- --------------------------------------------------------------------------------
 NUMBER OF         7     SOLE VOTING POWER
   SHARES
BENEFICIALLY                  - 0 -
  OWNED BY     -----------------------------------------------------------------
    EACH           8     SHARED VOTING POWER
 REPORTING
PERSON WITH              Series A Warrant to purchase up to 344,828 shares of
                         Common Stock

                         $2,000,000 Principal Amount 8% Senior Convertible Note
                         convertible into 689,655 shares of Common Stock
               -----------------------------------------------------------------
                   9     SOLE DISPOSITIVE POWER

                              - 0 -
               -----------------------------------------------------------------
                  10     SHARED DISPOSITIVE POWER

                         Series A Warrant to purchase up to 344,828 shares of
                         Common Stock

                         $2,000,000 Principal Amount 8% Senior Convertible Note
                         convertible into 689,655 shares of Common Stock
- ------------------------------------------------------------------------------
    11         AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
               PERSON

               Series A Warrant to purchase up to 344,828 shares of Common Stock

               $2,000,000 Principal Amount 8% Senior Convertible Note
               convertible into 689,655 shares of Common Stock
- --------------------------------------------------------------------------------
    12         CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
               CERTAIN SHARES*                                               / /
- --------------------------------------------------------------------------------
    13         PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

                    Less than 1%
- --------------------------------------------------------------------------------
    14         TYPE OF REPORTING PERSON*

                    IN
================================================================================

                      *SEE INSTRUCTIONS BEFORE FILLING OUT!



- ----------------------                                    ----------------------
CUSIP No. 490057106                   13D                    Page 6 of 19 Pages
- ----------------------                                    ----------------------


================================================================================
     1         NAME OF REPORTING PERSONS
               I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

                    MORGAN B. STARK
- --------------------------------------------------------------------------------
     2         CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*         (a) / /
                                                                         (b) /X/
- --------------------------------------------------------------------------------
     3         SEC USE ONLY

- --------------------------------------------------------------------------------
     4         SOURCE OF FUNDS*

                    OO
- --------------------------------------------------------------------------------
     5         CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
               PURSUANT TO ITEM 2(d) OR 2(e)                                 / /
- --------------------------------------------------------------------------------
     6         CITIZENSHIP OR PLACE OF ORGANIZATION

                    USA
- --------------------------------------------------------------------------------
 NUMBER OF         7     SOLE VOTING POWER
   SHARES
BENEFICIALLY                  - 0 -
  OWNED BY     -----------------------------------------------------------------
    EACH           8     SHARED VOTING POWER
 REPORTING
PERSON WITH              Series A Warrant to purchase up to 344,828 shares of
                         Common Stock

                         $2,000,000 Principal Amount 8% Senior Convertible Note
                         convertible into 689,655 shares of Common Stock
               -----------------------------------------------------------------
                   9     SOLE DISPOSITIVE POWER

                              - 0 -
               -----------------------------------------------------------------
                  10     SHARED DISPOSITIVE POWER

                         Series A Warrant to purchase up to 344,828 shares of
                         Common Stock

                         $2,000,000 Principal Amount 8% Senior Convertible Note
                         convertible into 689,655 shares of Common Stock
- ------------------------------------------------------------------------------
    11         AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
               PERSON

               Series A Warrant to purchase up to 344,828 shares of Common Stock

               $2,000,000 Principal Amount 8% Senior Convertible Note
               convertible into 689,655 shares of Common Stock
- --------------------------------------------------------------------------------
    12         CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
               CERTAIN SHARES*                                               / /
- --------------------------------------------------------------------------------
    13         PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

                    Less than 1%
- --------------------------------------------------------------------------------
    14         TYPE OF REPORTING PERSON*

                    IN
================================================================================

                      *SEE INSTRUCTIONS BEFORE FILLING OUT!



- ----------------------                                    ----------------------
CUSIP No. 490057106                   13D                    Page 7 of 19 Pages
- ----------------------                                    ----------------------


================================================================================
     1         NAME OF REPORTING PERSONS
               I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

                    JEFFREY M. SOLOMON
- --------------------------------------------------------------------------------
     2         CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*         (a) / /
                                                                         (b) /X/
- --------------------------------------------------------------------------------
     3         SEC USE ONLY

- --------------------------------------------------------------------------------
     4         SOURCE OF FUNDS*

                    OO
- --------------------------------------------------------------------------------
     5         CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
               PURSUANT TO ITEM 2(d) OR 2(e)                                 / /
- --------------------------------------------------------------------------------
     6         CITIZENSHIP OR PLACE OF ORGANIZATION

                    USA
- --------------------------------------------------------------------------------
 NUMBER OF         7     SOLE VOTING POWER
   SHARES
BENEFICIALLY                  - 0 -
  OWNED BY     -----------------------------------------------------------------
    EACH           8     SHARED VOTING POWER
 REPORTING
PERSON WITH              Series A Warrant to purchase up to 344,828 shares of
                         Common Stock

                         $2,000,000 Principal Amount 8% Senior Convertible Note
                         convertible into 689,655 shares of Common Stock
               -----------------------------------------------------------------
                   9     SOLE DISPOSITIVE POWER

                              - 0 -
               -----------------------------------------------------------------
                  10     SHARED DISPOSITIVE POWER

                         Series A Warrant to purchase up to 344,828 shares of
                         Common Stock

                         $2,000,000 Principal Amount 8% Senior Convertible Note
                         convertible into 689,655 shares of Common Stock
- ------------------------------------------------------------------------------
    11         AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
               PERSON

               Series A Warrant to purchase up to 344,828 shares of Common Stock

               $2,000,000 Principal Amount 8% Senior Convertible Note
               convertible into 689,655 shares of Common Stock
- --------------------------------------------------------------------------------
    12         CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
               CERTAIN SHARES*                                               / /
- --------------------------------------------------------------------------------
    13         PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

                    Less than 1%
- --------------------------------------------------------------------------------
    14         TYPE OF REPORTING PERSON*

                    IN
================================================================================

                      *SEE INSTRUCTIONS BEFORE FILLING OUT!



- ----------------------                                    ----------------------
CUSIP No. 490057106                   13D                    Page 8 of 19 Pages
- ----------------------                                    ----------------------


================================================================================
     1         NAME OF REPORTING PERSONS
               I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

                    THOMAS W. STRAUSS
- --------------------------------------------------------------------------------
     2         CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*         (a) / /
                                                                         (b) /X/
- --------------------------------------------------------------------------------
     3         SEC USE ONLY

- --------------------------------------------------------------------------------
     4         SOURCE OF FUNDS*

                    OO
- --------------------------------------------------------------------------------
     5         CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
               PURSUANT TO ITEM 2(d) OR 2(e)                                 / /
- --------------------------------------------------------------------------------
     6         CITIZENSHIP OR PLACE OF ORGANIZATION

                    USA
- --------------------------------------------------------------------------------
 NUMBER OF         7     SOLE VOTING POWER
   SHARES
BENEFICIALLY                  - 0 -
  OWNED BY     -----------------------------------------------------------------
    EACH           8     SHARED VOTING POWER
 REPORTING
PERSON WITH              Series A Warrant to purchase up to 344,828 shares of
                         Common Stock

                         $2,000,000 Principal Amount 8% Senior Convertible Note
                         convertible into 689,655 shares of Common Stock
               -----------------------------------------------------------------
                   9     SOLE DISPOSITIVE POWER

                              - 0 -
               -----------------------------------------------------------------
                  10     SHARED DISPOSITIVE POWER

                         Series A Warrant to purchase up to 344,828 shares of
                         Common Stock

                         $2,000,000 Principal Amount 8% Senior Convertible Note
                         convertible into 689,655 shares of Common Stock
- ------------------------------------------------------------------------------
    11         AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
               PERSON

               Series A Warrant to purchase up to 344,828 shares of Common Stock

               $2,000,000 Principal Amount 8% Senior Convertible Note
               convertible into 689,655 shares of Common Stock
- --------------------------------------------------------------------------------
    12         CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
               CERTAIN SHARES*                                               / /
- --------------------------------------------------------------------------------
    13         PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

                    Less than 1%
- --------------------------------------------------------------------------------
    14         TYPE OF REPORTING PERSON*

                    IN
================================================================================

                      *SEE INSTRUCTIONS BEFORE FILLING OUT!



- ----------------------                                    ----------------------
CUSIP No. 490057106                   13D                    Page 9 of 19 Pages
- ----------------------                                    ----------------------


            The following  constitutes the Schedule 13D filed by the undersigned
(the "Schedule 13D").

Item 1.           SECURITY AND ISSUER.

            This  statement  relates  to shares of the common  stock,  par value
$0.001 per share (the "Shares"), of Earth Biofuels, Inc., a Delaware corporation
(the "Issuer").  The address of the principal executive offices of the Issuer is
3001 Knox Street, Suite 403, Dallas, TX 75205.

Item 2.           IDENTITY AND BACKGROUND.

      (a) This statement is filed by:

            (i)   Portside Growth and Opportunity Fund, a Cayman Islands
                  corporation ("Portside"), with respect to the Shares directly
                  and beneficially owned by it;

            (ii)  Ramius Capital Group,  L.L.C.,  a Delaware  limited  liability
                  company  ("Ramius  Capital"),  who  serves  as the  investment
                  manager of Portside;

            (iii) C4S &  Co.,  L.L.C.,  a  Delaware  limited  liability  company
                  ("C4S"), who serves as managing member of Ramius Capital;

            (iv)  Peter  A.  Cohen  ("Mr.  Cohen"),  who  serves  as  one of the
                  managing members of C4S;

            (v)   Morgan  B.  Stark  ("Mr.  Stark"),  who  serves  as one of the
                  managing members of C4S;

            (vi)  Thomas W. Strauss  ("Mr.  Strauss"),  who serves as one of the
                  managing members of C4S; and

            (vii) Jeffrey M. Solomon ("Mr.  Solomon"),  who serves as one of the
                  managing members of C4S;

            Each of the  foregoing  is referred to as a  "Reporting  Person" and
collectively as the "Reporting  Persons." Each of the Reporting Persons is party
to  that  certain  Joint  Filing  Agreement,  as  further  described  in Item 6.
Accordingly, the Reporting Persons are hereby filing a joint Schedule 13D.

            (b) The address of the principal  office of each of Ramius  Capital,
C4S, Mr. Cohen, Mr. Stark, Mr. Strauss and Mr. Solomon is 666 Third Avenue, 26th
Floor, New York, New York 10017.

            The  address  of the  principal  office of  Portside  is c/o  Ramius
Capital Group,  L.L.C., 666 Third Avenue,  26th Floor, New York, New York 10017.
The officers  and  directors of Portside  and their  principal  occupations  and



- ----------------------                                    ----------------------
CUSIP No. 490057106                   13D                    Page 10 of 19 Pages
- ----------------------                                    ----------------------


business  addresses are set forth on Schedule A and incorporated by reference in
this Item 2.

            (c) The  principal  business  of  Portside  is  serving as a private
investment  fund.  Ramius Capital is engaged in money  management and investment
advisory  services for third  parties and  proprietary  accounts.  C4S serves as
managing member of Ramius  Capital.  Mr. Cohen,  Mr. Strauss,  Mr. Stark and Mr.
Solomon serve as co-managing members of C4S.

            (d) No  Reporting  Person  has,  during  the last five  years,  been
convicted in a criminal  proceeding  (excluding  traffic  violations  or similar
misdemeanors).

            (e) No Reporting Person has, during the last five years,  been party
to a  civil  proceeding  of a  judicial  or  administrative  body  of  competent
jurisdiction and as a result of such proceeding was or is subject to a judgment,
decree  or final  order  enjoining  future  violations  of,  or  prohibiting  or
mandating activities subject to, federal or state securities laws or finding any
violation with respect to such laws.

            (f) Messrs.  Cohen, Stark,  Strauss, and Solomon are citizens of the
United States of America.

Item 3.           SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.

            Pursuant to a Securities Purchase Agreement dated July 24, 2006 (the
"SPA"), Portside paid the Issuer $2,000,000 to acquire a senior convertible note
(the "Note") and a Series A warrant to purchase Common Stock  exercisable for up
to 344,828  Shares  (the  "Series A  Warrant")(2).  Upon the closing of the SPA,
Portside,   the  other  lenders   under  that   agreement   (collectively,   the
"Noteholders")  and the Issuer  entered  into a  Registration  Rights  Agreement
pursuant to which the Issuer agreed to provide certain  registration rights with
respect to the Shares  issuable upon  conversion of the Note and exercise of the
Series A Warrant under the Securities Act of 1933, as amended, and the rules and
regulations promulgated thereunder, and applicable state securities laws.

            Funds for the  purchase  of the Note and Series A Warrant,  reported
herein held by Portside,  were derived from general working capital.  A total of
approximately  $2,000,000  was paid to  acquire  the Note and  Series A  Warrant
reported herein.

Item 4.           PURPOSE OF TRANSACTION.

            The  Reporting  Persons  originally  purchased the Note and Series A
Warrant  based on the  Reporting  Persons'  belief  that  the Note and  Series A
Warrant,  when  purchased,  represented  an attractive  investment  opportunity.

- ----------------
(2) Portside also received a Series B warrant to purchase Shares exercisable for
up to 344,828  Shares (the "Series B Warrant") in  connection  with the SPA. The
Series B Warrant,  however,  is not  presently  exercisable  and can only become
exercisable  if and to the extent that the Issuer forces  conversion of the Note
prior to maturity, a right which the Issuer presently does not have.



- ----------------------                                    ----------------------
CUSIP No. 490057106                   13D                    Page 11 of 19 Pages
- ----------------------                                    ----------------------


Portside's  beneficial  ownership  of the  Shares  is  subject  to  the  Blocker
described  below in Item 5.  Although  Portside  is acting in its  capacity as a
creditor of the Issuer and not in its capacity as a potential equity holder, and
although the Reporting Persons believe that, in any event, the Blocker described
below would  preclude  them (and any group they may be or become a part of) from
being  deemed to have  acquired  beneficial  ownership of more than 4.99% of the
equity securities of the Issuer, the Reporting Persons have elected to file this
Schedule  13D at this time out of an excess of caution.  Depending  upon overall
market  conditions,  other investment  opportunities  available to the Reporting
Persons,  and the  availability of Shares at prices that would make the purchase
or sale of Shares  desirable,  the Reporting Persons may endeavor to increase or
decrease their position in the Issuer through,  among other things, the purchase
or sale of Shares on the open market or in private transactions or otherwise, on
such terms and at such times as the Reporting Persons may deem advisable.

            On September 8, 2006,  Portside delivered an Event of Default Notice
and Event of Default  Redemption  Notice (as  defined in the Note) to the Issuer
(the "First Event of Default Notice"), which set forth certain Events of Default
(as defined in the Note) of the Issuer that had occurred.  The Events of Default
required the Issuer to redeem the entire Note in full at the aggregate  Event of
Default Redemption Price (as defined in the Note),  which, at the time the First
Event of Default Redemption Notice was delivered, was approximately $2,446,000.

            On October 17,  2006,  Portside  delivered a second Event of Default
Notice and Event of Default  Redemption  Notice to the Issuer (the "Second Event
of Default  Notice"),  relating to the failure of the Issuer to pay  interest on
the Note to Portside.

            On October  27,  2006,  Portside  delivered a third Event of Default
Notice and Event of Default  Redemption  Notice to the  Issuer  reasserting  the
Events of Default  set forth in both the First and the  Second  Event of Default
Notice and setting forth  certain  Events of Default that required the Issuer to
redeem  the entire  Note in full at the  aggregate  Event of Default  Redemption
Price, which, at the time, was approximately $2,406,566.67.

            By reason of the occurrence of the certain Events of Default and the
delivery  of the Event of  Default  Notices,  the  Issuer's  obligations  to the
Reporting  Persons have been accelerated and debt currently due and owing by the
Issuer to the Reporting Persons exceeds $3.2 million.

            On June 7, 2007,  Portside commenced a lawsuit against the Issuer in
the United States District Court for the Southern  District of New York alleging
among other things,  (1) the Issuer's  failure to disclose to Portside  material
facts  related to a  transaction  involving  its  primary  shareholder;  (2) its
failure to register  securities  as  required by the July 24, 2006  Registration
Rights Agreement; and (3) its failure to pay interest as, when and in the amount
due. A copy of the suit is attached hereto as Exhibit 10 and incorporated herein
by reference.



- ----------------------                                    ----------------------
CUSIP No. 490057106                   13D                    Page 12 of 19 Pages
- ----------------------                                    ----------------------


            On July 11,  2007,  Portside  and  certain of the other  Noteholders
under the SPA,  acting in concert  solely in their  capacity as creditors of the
Issuer  (the  "Restructuring  Noteholders"),  filed  an  involuntary  bankruptcy
petition  requesting that an order for relief be entered against the Issuer,  as
debtor,  under  chapter 7 of Title 11,  United States Code, by the United States
Bankruptcy  Court for the  District  of  Delaware,  a copy of which is  attached
hereto as  Exhibit  99.11  (the  "Involuntary  Petition").  In the  absence of a
consensual restructuring or full repayment of the debt owed to the Restructuring
Noteholders,  the Restructuring  Noteholders  intend to enforce their respective
and collective rights and remedies under the Notes,  applicable state law and/or
federal bankruptcy law. By virtue of such actions, the Restructuring Noteholders
may be  deemed  to have  formed  a  "group"  for  purposes  of Rule  13d-5(b)(1)
promulgated  under the Securities  Exchange Act of 1934, as amended;  (the "1934
Act") however,  each of the Reporting Persons expressly disaffirms the existence
of a group  with  regard to the Shares (or any  securities  convertible  into or
exercisable  for  Shares).  None  of the  Reporting  Persons  has any  plans  or
proposals  to convert the  outstanding  principal  of the Note into Shares or to
exercise  the  Series A Warrant or to  exercise  any  remedy  available  to such
Reporting Person by virtue of such Reporting  Person's  beneficial  ownership of
equity securities of the Issuer and all of the foregoing actions which have been
or may be taken by the Restructuring  Noteholders  solely relate to the exercise
of the Restructuring  Noteholders'  rights as creditors of the Issuer in respect
of their Note.

            Certain of the other  Noteholders  have filed  separately  their own
Schedule 13D with respect to the Issuer. Each of the Reporting Persons disclaims
beneficial ownership of any securities owned by the other Noteholders.

            No  Reporting  Person has any present  plan or proposal  which would
relate to or result in any of the matters set forth in  subparagraphs  (a) - (j)
of Item 4 of Schedule 13D except as set forth herein or such as would occur upon
completion of any of the actions  discussed above. The Reporting  Persons intend
to review their  investment  in the Issuer on a  continuing  basis and engage in
discussions with management and the Board of Directors of the Issuer  concerning
the business,  operations  and future plans of the Issuer.  Depending on various
factors  including,  without  limitation,  the Issuer's  financial  position and
investment  strategy,  conditions in the securities markets and general economic
and  industry  conditions,  the  Reporting  Persons  may in the future take such
actions with respect to their  investment in the Issuer as they deem appropriate
including, without limitation, seeking Board representation, making proposals to
the Issuer  concerning  changes to the  capitalization,  ownership  structure or
operations  of the Issuer,  purchasing  Shares of the Issuer,  engaging in short
selling of or any hedging or similar  transaction  with respect to Shares of the
Issuer, the Note or Series A Warrant or changing their intention with respect to
any and all matters referred to in Item 4.

Item 5.           INTEREST IN SECURITIES OF THE ISSUER.

            The  aggregate  percentage of Shares  reported  owned by each person
named herein is based upon 246,017,970 Shares  outstanding,  as of May 15, 2007,
which is the total  number of Shares  outstanding  as reported  in the  Issuer's
Quarterly  Report on Form  10-QSB/A,  filed  with the  Securities  and  Exchange



- ----------------------                                    ----------------------
CUSIP No. 490057106                   13D                    Page 13 of 19 Pages
- ----------------------                                    ----------------------


Commission on June 13, 2007.  Neither the Series A Warrant nor the Note (nor the
Series B Warrant)  may be exercised  or  converted  if,  after such  exercise or
conversion,  the  Reporting  Persons  would  beneficially  own, as determined in
accordance  with  Section  13(d) of the 1934 Act and the rules  and  regulations
promulgated thereunder,  including, without limitation, any beneficial ownership
determinations  based on any Reporting  Persons being deemed part of a group for
purposes  of  Section  13(d),  more than 4.99% of the number of shares of Common
Stock then issued and outstanding (all of the foregoing, the "Blocker").

A.    Portside

      (a)   As of the date of this filing, Portside may be deemed to
            beneficially own (i) 689,655 Shares upon the conversion of the
            outstanding principle of the Note and (ii) 344,828 Shares upon
            the exercise of the Series A Warrant.

            Percentage: Less than 1% as of the date hereof.

      (b)   1. Sole power to vote or direct vote: 689,655 Shares upon the
            conversion of the outstanding principle of the Note and 344,828
            Shares upon the exercise of the Series A Warrant.
            2. Shared power to vote or direct vote: 0
            3. Sole power to dispose or direct the disposition: 689,655
            Shares upon the conversion of the outstanding principle of the
            Note and 344,828 Shares upon the exercise of the Series A Warrant.
            4. Shared power to dispose or direct the disposition: 0

      (c)   Portside did not enter into any transactions in the Shares during
            the past 60 days.

B.    Ramius Capital

      (a)   As of the date of this filing, as the investment advisor of
            Portside, Ramius Capital may be deemed the beneficial owner of
            (i) 689,655 Shares upon the conversion of the outstanding
            principle of the Note and (ii) 344,828 Shares upon the exercise
            of the Series A Warrant.

            Percentage: Less than 1% as of the date hereof.

      (b)   1. Sole power to vote or direct vote: 689,655 Shares upon the
            conversion of the outstanding principle of the Note and 344,828
            Shares upon the exercise of the Series A Warrant.
            2. Shared power to vote or direct vote: 0
            3. Sole power to dispose or direct the disposition: 689,655
            Shares upon the conversion of the outstanding principle of the
            Note and 344,828 Shares upon the exercise of the Series A Warrant.
            4. Shared power to dispose or direct the disposition: 0

      (c)   Ramius Capital did not enter into any transactions in the Shares
            during the past 60 days.



- ----------------------                                    ----------------------
CUSIP No. 490057106                   13D                    Page 14 of 19 Pages
- ----------------------                                    ----------------------


C.    C4S

      (a)   As of the date of this filing, as the managing member of Ramius
            Capital, C4S may be deemed the beneficial owner of (i) 689,655
            Shares upon the conversion of the outstanding principle of the
            Note and (ii) 344,828 Shares upon the exercise of the Series A
            Warrant.

            Percentage: Less than 1% as of the date hereof.

      (b)   1. Sole power to vote or direct vote: 689,655 Shares upon the
            conversion of the outstanding principle of the Note and 344,828
            Shares upon the exercise of the Series A Warrant.
            2. Shared power to vote or direct vote: 0
            3. Sole power to dispose or direct the disposition: 689,655
            Shares upon the conversion of the outstanding principle of the
            Note and 344,828 Shares upon the exercise of the Series A Warrant.
            4. Shared power to dispose or direct the disposition: 0

      (c)   C4S did not enter into any transactions in the Shares during the
            past 60 days.

D.    Mr. Cohen, Mr. Stark, Mr. Strauss and Mr. Solomon

      (a)   As of the date of this filing, as the managing members of C4S,
            each of Mr. Cohen, Mr. Stark, Mr. Strauss and Mr. Solomon may be
            deemed the beneficial owner of (i) 689,655 Shares upon the
            conversion of the outstanding principle of the Note and (ii)
            344,828 Shares upon the exercise of the Series A Warrant.

            Percentage: Less than 1% as of the date hereof.

      (b)   1. Sole power to vote or direct vote: 0
            2. Shared power to vote or direct vote: 689,655 Shares upon the
            conversion of the outstanding principle of the Note and 344,828
            Shares upon the exercise of the Series A Warrant
            3. Sole power to dispose or direct the disposition: 0
            4. Shared power to dispose or direct the disposition: 689,655
            Shares upon the conversion of the outstanding principle of the
            Note and 344,828 Shares upon the exercise of the Series A Warrant

      (c)   None of Mr. Cohen, Mr. Stark, Mr. Strauss or Mr. Solomon has
            entered into any transactions in the Shares during the past 60
            days.

      (d)   No person other than the Reporting Persons is known to have the
            right to receive, or the power to direct the receipt of dividends
            from, or proceeds from the sale of, such Shares.

      (e)   Not applicable.



- ----------------------                                    ----------------------
CUSIP No. 490057106                   13D                    Page 15 of 19 Pages
- ----------------------                                    ----------------------


Item 6.     CONTRACTS,  ARRANGEMENTS,  UNDERSTANDINGS  OR RELATIONSHIPS  WITH
            RESPECT TO SECURITIES OF THE ISSUER.

            On July 23, 2007, Portside,  Ramius Capital, C4S, Mr. Cohen, Mr.
Solomon, Mr. Stark and Mr. Strauss (collectively,  the "Group") entered into a
Joint Filing  Agreement  (the "Joint Filing  Agreement")  in which the parties
agreed  to the  joint  filing  on  behalf  of each of  them of  statements  on
Schedule  13D with  respect  to the  securities  of the  Issuer to the  extent
required  by  applicable  law.  The Joint  Filing  Agreement  is  attached  as
Exhibit 99.1 hereto and is incorporated herein by reference.

            As described in Item 4 above, in connection with the issuance of the
Note, on July 24, 2006, the Issuer and the Noteholders  entered into the SPA and
the Registration Right Agreement, a copy of which is referenced as Exhibits 99.3
and 99.4 hereto,  respectively (which incorporates by reference Exhibits 4.1 and
4.2 to the Current  Report on Form 8-K filed by the Issuer on July 25, 2006) and
the  Issuer  issued  to  Portside  the Note  and the  Series  A  Warrant  (which
incorporates by reference Exhibits 4.2 and 4.3 to the Current Report on Form 8-K
filed by the Issuer on July 25, 2006) a copy of which is  referenced as Exhibits
99.5 and 99.6 hereto.

            As  described  in Item 4  above,  on  September  8,  2006,  Portside
delivered the Event of Default  Redemption Notice to the Issuer, a copy of which
is attached as Exhibit 99.7 hereto.

            As  described  in  Item 4  above,  on  October  17,  2006,  Portside
delivered the Event of Default  Redemption Notice to the Issuer, a copy of which
is attached as Exhibit 99.8 hereto.

            As  described  in  Item 4  above,  on  October  27,  2006,  Portside
delivered the Event of Default  Redemption Notice to the Issuer, a copy of which
is attached as Exhibit 99.9 hereto.

            Other   than  as   described   herein,   there  are  no   contracts,
arrangements,  understandings or relationships  among the Reporting Persons,  or
between  the  Reporting  Persons  and any  other  person,  with  respect  to the
securities of the Issuer.

Item 7.     MATERIAL TO BE FILED AS EXHIBITS.

            99.1. Joint Filing Agreement by and among Portside,  Ramius Capital,
                  C4S, Mr. Cohen, Mr. Solomon, Mr. Stark and Mr. Strauss,  dated
                  July 23, 2007.

            99.2. Power of Attorney for Peter A. Cohen,  Morgan B. Stark, Thomas
                  W. Strauss and Jeffrey M. Solomon, dated March 11, 2005.

            99.3. Securities Purchase  Agreement,  dated as of July 24, 2006, by
                  and between Earth Biofuels,  Inc. and the purchasers listed on
                  the schedule of buyers  (incorporated  by reference to Exhibit
                  4.1 to the Issuer's Form 8-K as filed with the  Securities and
                  Exchange Commission on July 25, 2006).

            99.4. Registration  Rights Agreement,  dated as of July 24, 2006, by
                  and between Earth Biofuels,  Inc. and the purchasers listed on
                  Exhibit A thereto (incorporated by reference to Exhibit 4.2 to
                  the  Issuer's  Form  8-K as  filed  with  the  Securities  and
                  Exchange Commission on July 25, 2006).



- ----------------------                                    ----------------------
CUSIP No. 490057106                   13D                    Page 16 of 19 Pages
- ----------------------                                    ----------------------


            99.5. Form of 8% Senior  Convertible  Note issued by Earth Biofuels,
                  Inc., dated as of July 24, 2006  (incorporated by reference to
                  Exhibit  4.3 to  the  Issuer's  Form  8-K as  filed  with  the
                  Securities and Exchange Commission on July 25, 2006).

            99.6. Series A Warrant  to  Purchase  Common  Stock,  dated July 24,
                  2006, issued to Portside (incorporated by reference to Exhibit
                  4.4 to the Current Report on Form 8-K filed by Earth Biofuels,
                  Inc. on July 25, 2006).

            99.7. Event of Default Redemption  Notice,  dated September 8, 2006,
                  from Portside Growth and  Opportunity  Fund to Earth Biofuels,
                  Inc.

            99.8. Event of Default  Redemption  Notice,  dated October 17, 2006,
                  from Portside Growth and  Opportunity  Fund to Earth Biofuels,
                  Inc.

            99.9. Event of Default  Redemption  Notice,  dated October 27, 2007,
                  from Portside Growth and  Opportunity  Fund to Earth Biofuels,
                  Inc.

            99.10. Complaint  filed  on June  7,  2007 by  Portside  Growth  and
                  Opportunity Fund as Plaintiff against Earth Biofuels,  Inc. as
                  defendant,  in the  United  States  District  Court,  Southern
                  District of New York.

            99.11. Involuntary Petition with respect to Earth Biofuels, Inc., as
                  debtor,  filed with the United States  Bankruptcy Court of the
                  District of Delaware on July 11, 2007.



- ----------------------                                    ----------------------
CUSIP No. 490057106                   13D                    Page 17 of 19 Pages
- ----------------------                                    ----------------------


                                   SIGNATURES
                                   ----------

            After  reasonable  inquiry  and to the  best  of his  knowledge  and
belief, each of the undersigned certifies that the information set forth in this
statement is true, complete and correct.


Dated: July 23, 2007

PORTSIDE GROWTH AND OPPORTUNITY FUND   RAMIUS CAPITAL GROUP, L.L.C.
                                       By: C4S & Co., L.L.C.,
By: Ramius Capital Group, L.L.C.,          as managing member
its investment advisor
                                       C4S & CO., L.L.C.

                        By: /s/ Jeffrey M. Solomon
                            -----------------------------
                            Name:  Jeffrey M. Solomon
                            Title: Authorized Signatory


/s/ Jeffrey M. Solomon
- -----------------------------
JEFFREY M. SOLOMON


Individually and as attorney-in-fact
for Peter A. Cohen, Morgan B. Stark
and Thomas W. Strauss



- ----------------------                                    ----------------------
CUSIP No. 490057106                   13D                    Page 18 of 19 Pages
- ----------------------                                    ----------------------


SCHEDULE A
- ----------

         DIRECTORS AND OFFICERS OF PORTSIDE GROWTH AND OPPORTUNITY FUND

Name and Position           Principal Occupation        Principal Business Address
- -----------------           --------------------        --------------------------

Mark Mitchell               Partner of Ramius Capital   666 Third Avenue
Director                    Group, L.L.C.               26th Floor
                                                        New York, New York 10017

Jeffrey M. Solomon          Managing Member of C4S &    666 Third Avenue
Director                    Co., L.L.C., which is the   26th Floor
                            Managing Member of Ramius   New York, New York 10017
                            Capital Group, L.L.C.

CFS Company Ltd.            Nominee Company registered  c/o Citco Fund Services
Director                    with Cayman Islands         (Cayman Islands) Limited
                            Monetary Authority and is   Corporate Center
                            affiliated with             West Bay Road
                            Administrator of the Fund   Grand Cayman, Cayman
                                                        Islands
                                                        British West Indies

CSS Corporation Ltd.        Affiliate of the            c/o Citco Fund Services
Secretary                   Administrator of the Fund   (Cayman Islands) Limited
                                                        Corporate Center
                                                        West Bay Road
                                                        Grand Cayman, Cayman
                                                        Islands
                                                        British West Indies



- ----------------------                                    ----------------------
CUSIP No. 490057106                   13D                    Page 19 of 19 Pages
- ----------------------                                    ----------------------


EXHIBIT INDEX
- -------------

      Exhibit
      -------

99.1.  Joint Filing  Agreement by and among Portside,  Ramius Capital,  C4S, Mr.
       Cohen, Mr. Solomon, Mr. Stark and Mr. Strauss, dated July 23, 2007.

99.2.  Power of Attorney for Peter A. Cohen,  Morgan B. Stark, Thomas W. Strauss
       and Jeffrey M. Solomon, dated March 11, 2005.

99.3.  Securities Purchase Agreement,  dated as of July 24, 2006, by and between
       Earth Biofuels,  Inc. and the purchasers listed on the schedule of buyers
       (incorporated  by reference  to Exhibit 4.1 to the  Issuer's  Form 8-K as
       filed with the Securities and Exchange Commission on July 25, 2006).

99.4.  Registration Rights Agreement,  dated as of July 24, 2006, by and between
       Earth  Biofuels,  Inc.  and the  purchasers  listed on  Exhibit A thereto
       (incorporated  by reference  to Exhibit 4.2 to the  Issuer's  Form 8-K as
       filed with the Securities and Exchange Commission on July 25, 2006).

99.5.  Form of 8% Senior Convertible Note issued by Earth Biofuels,  Inc., dated
       as of July 24,  2006  (incorporated  by  reference  to Exhibit 4.3 to the
       Issuer's Form 8-K as filed with the Securities and Exchange Commission on
       July 25, 2006).

99.6.  Form of Warrant to Purchase Common Stock of Earth Biofuels,  Inc.,  dated
       as of July 24,  2006  (incorporated  by  reference  to Exhibit 4.4 to the
       Issuer's Form 8-K as filed with the Securities and Exchange Commission on
       July 25, 2006).

99.7.  Event of  Default  Redemption  Notice,  dated  September  8,  2006,  from
       Portside Growth and Opportunity Fund to Earth Biofuels, Inc.

99.8.  Event of Default Redemption Notice, dated October 17, 2006, from Portside
       Growth and Opportunity Fund to Earth Biofuels, Inc.

99.9.  Event of Default Redemption Notice, dated October 27, 2006, from Portside
       Growth and Opportunity Fund to Earth Biofuels, Inc.

99.10. Complaint filed on June 7, 2007 by Portside  Growth and Opportunity  Fund
       as Plaintiff  against Earth  Biofuels,  Inc. as defendant,  in the United
       States District Court, Southern District of New York.

99.11. Involuntary  Petition  with respect to Earth  Biofuels,  Inc., as debtor,
       filed with the United States Bankruptcy Court of the District of Delaware
       on July 11, 2007.

EX-99.1

                                                                    Exhibit 99.1


                             JOINT FILING AGREEMENT
                             ----------------------

      In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act
of 1934, as amended, the persons named below agree to the joint filing on behalf
of each of them of a Statement on Schedule 13D filed on July 23, 2007 (including
amendments  thereto)  with respect to the Common Stock of Earth  Biofuels,  Inc.
This Joint Filing Agreement shall be filed as an Exhibit to such Statement.


Dated: July 23, 2007

PORTSIDE GROWTH AND OPPORTUNITY FUND   RAMIUS CAPITAL GROUP, L.L.C.
                                       By: C4S & Co., L.L.C.,
By: Ramius Capital Group, L.L.C.,          as managing member
its investment advisor
                                       C4S & CO., L.L.C.

                        By: /s/ Jeffrey M. Solomon
                            -----------------------------
                            Name:  Jeffrey M. Solomon
                            Title: Authorized Signatory


/s/ Jeffrey M. Solomon
- -----------------------------
JEFFREY M. SOLOMON


Individually and as attorney-in-fact
for Peter A. Cohen, Morgan B. Stark
and Thomas W. Strauss

EX-99.2

                                                                    Exhibit 99.2


                                POWER OF ATTORNEY


      The undersigned hereby appoints Peter A. Cohen, Morgan B. Stark, Thomas W.
Strauss and Jeffrey M. Solomon,  or any of them, his true and lawful attorney-in
fact and agent to execute and file with the Securities  and Exchange  Commission
any  Schedule  13D,  Schedule  13G,  any  amendments  thereto  and  any  related
documentation  which may be required to be filed in his individual capacity as a
result of the undersigned's beneficial ownership of, or participation in a group
with respect to, securities directly or indirectly  beneficially owned by Ramius
Capital  Group,   LLC  or  any  of  its  affiliates,   and  granting  unto  said
attorney-in-fact  and agent full power and  authority to do and perform each and
every act and thing which he might or could do in person,  hereby  ratifying and
confirming all that said  attorney-in-fact and agent may lawfully do or cause to
be done by virtue  hereof.  The  authority  of Peter A. Cohen,  Morgan B. Stark,
Thomas W. Strauss and Jeffrey M.  Solomon,  or any of them,  under this Power of
Attorney shall continue with respect to the undersigned until the undersigned is
no longer required to file Schedule 13Ds or Schedule 13Gs unless revoked earlier
in writing.

Date: March 11, 2005


                                       /s/ Peter A. Cohen
                                       -----------------------------------------
                                       Peter A. Cohen


                                       /s/ Morgan B. Stark
                                       -----------------------------------------
                                       Morgan B. Stark


                                       /s/ Jeffrey M. Solomon
                                       -----------------------------------------
                                       Jeffrey M. Solomon


                                       /s/ Thomas W. Strauss
                                       -----------------------------------------
                                       Thomas W. Strauss

EX-99.7

                                                                    Exhibit 99.7


PORTSIDE GROWTH AND OPPORTUNITY FUND


September 8, 2006

VIA FACSIMILE
AND OVERNIGHT COURIER

Earth Biofuels, Inc.
3001 Knox Street, Suite 403
Dallas, Texas
Facsimile: (214) 389-9800
Attention:  Dennis McLaughlin


      RE:   EVENT OF DEFAULT NOTICE AND EVENT OF DEFAULT REDEMPTION NOTICE

Ladies and Gentlemen:

Reference is hereby made to (i) the Earth Biofuels, Inc. (the "Company") Senior
Convertible Note issued July 24, 2006 to Portside Growth and Opportunity Fund
("Portside") in the principal amount of $2,000,000 (the "Note") pursuant to the
Securities Purchase Agreement, dated as of July 24, 2006 (the "Securities
Purchase Agreement"), by and among the Company, Portside, as a buyer, and the
other buyers named therein, (ii) the Registration Rights Agreement, dated as of
July 24, 2006 (the "Registration Rights Agreement"), by and among the Company,
Portside, as a buyer, and the other buyers listed on the signature pages thereto
and (iii) the Schedule 13D, dated as of July 20, 2006 and filed by Greenwich
Power II, L.L.C. ("Greenwich Power II"), Greenwich Power, L.L.C. ("Greenwich
Power") and Lance A. Bakrow ("Mr. Bakrow", and together with Greenwich Power II
and Greenwich Power, the "Greenwich Power Parties") on August 4, 2006 (the
"Greenwich Power 13D"). Capitalized terms used but not defined herein have the
meanings given to those terms in the Securities Purchase Agreement.

In the Greenwich Power 13D, the Greenwich Power Parties reported that on July
20, 2006:

   o  Greenwich Power II purchased from Apollo Resources International, Inc., a
      Delaware corporation and the parent of the Company ("Apollo"), (i)
      $8,000,000 principal amount of Exchangeable Notes due May 31, 2011 (the
      "Apollo Notes"), which Apollo Notes are exchangeable at any time prior to
      maturity at the option of the holder for shares of common stock, par value
      $.001 per share ("Common Stock"), of the Company presently owned by Apollo
      at an exchange price of $1.00 per share, subject to certain adjustments


       PORTSIDE GROWTH AND OPPORTUNITY FUND - CHRYSLER CENTER, 666 THIRD
          AVENUE, 26TH FLOOR, NEW YORK, NY 10017 - TEL: (212) 845-7900



PORTSIDE GROWTH AND OPPORTUNITY FUND


      and (ii) a presently exercisable and in-the-money option ("Apollo Option")
      expiring May 31, 2011 to purchase from Apollo shares of Common Stock of
      the Company owned of record by Apollo at an exercise price equal to the
      lesser of (i) $1.50 per share or (ii) 80% of the average of the last
      reported sales prices of the Common Stock on each trading day during the
      30 consecutive calendar days immediately preceding the effective date of
      exercise with respect to 8,000,000 shares of Common Stock;

   o  Greenwich Power acquired $1,000,000 principal amount of Apollo Notes and
      an Apollo Option with respect to 1,000,000 shares of Common Stock by
      exchanging a bridge loan in the face amount of $1,000,000 issued by the
      Company;

   o  Mr. Bakrow purchased a warrant from the Company entitling Mr. Bakrow to
      purchase 4,000,000 shares of Common Stock from the Company at an exercise
      price of $0.25 per share.

   The transactions described above are referred to collectively as the
   "Greenwich Power Transactions".

The Greenwich Power 13D also reported that each of Greenwich Power II and
Greenwich Power is a party to registration rights agreements with Apollo dated
July 20, 2006 pursuant to which Apollo has agreed to cause the Company to file
with the SEC one or more registration statements relating to the shares of
Common Stock issuable upon exercise of and/or exchange of the securities held by
each of Greenwich Power II and Greenwich Power to which the Greenwich Power 13D
relates and that the Company has agreed to comply with the said registration
rights agreements. In addition, the Greenwich Power 13D discloses that Mr.
Bakrow is a party to a registration rights agreement with the Company dated July
20, 2006 pursuant to which the Company has agreed to file with the SEC one or
more registration statements relating to the shares of Common Stock issuable
upon exercise of Mr. Bakrow's warrant.

The Company executed the Securities Purchase Agreement relating to the sale of
the Note to Portside on July 24, 2006 and did not disclose to Portside the fact
that the Greenwich Power Transactions had taken place on July 20, 2006. This
constituted a failure to disclose information material to Portside in making its
investment decision as the conversion price under the Notes was set at $2.90,
substantially higher than the $1.00 exchange price set forth in the Apollo Note.
Apollo is the controlling stockholder of the Company with substantial overlap in
the management of Apollo and the Company. The Company was surely aware of the
Greenwich Power Transactions at the time Portside acquired its Note from the
Company and the Company's failure to disclose these transactions to Portside has
significantly harmed Portside and constituted a material breach of certain
representations, warranties and covenants set forth in the Securities Purchase
Agreement and Registration Rights Agreement as described below.

EVENT OF DEFAULT UNDER NOTE

Under Section 4(a)(x) of the Note, the following constitutes an "Event of
Default":


       PORTSIDE GROWTH AND OPPORTUNITY FUND - CHRYSLER CENTER, 666 THIRD
          AVENUE, 26TH FLOOR, NEW YORK, NY 10017 - TEL: (212) 845-7900



PORTSIDE GROWTH AND OPPORTUNITY FUND


      the Company breaches any representation, warranty, covenant or other term
      or condition of any Transaction Document, which breach has or is likely to
      have a cost or adverse impact on the Company or the Holders (including by
      reduction in the value of the shares of Common Stock deliverable in
      connection with the Transaction Documents) in excess of $250,000, except,
      in the case of a breach of a covenant or other term or condition of any
      Transaction Document which is curable, only if such breach continues for a
      period of at least ten (10) consecutive Business Days.

In Section 3(r) of the Securities Purchase Agreement, the Company represented
that:

      Except as disclosed in Schedule 3(r):...(ii) there are no outstanding
      options, warrants, scrip, rights to subscribe to, calls or commitments of
      any character whatsoever relating to, or securities or rights convertible
      into, or exercisable or exchangeable for, any capital stock of the Company
      or any of its Subsidiaries, or contracts, commitments, understandings or
      arrangements by which the Company or any of its Subsidiaries is or may
      become bound to issue additional capital stock of the Company or any of
      its Subsidiaries or options, warrants, scrip, rights to subscribe to,
      calls or commitments of any character whatsoever relating to, or
      securities or rights convertible into, or exercisable or exchangeable for,
      any capital stock of the Company or any of its Subsidiaries; ...(v) there
      are no agreements or arrangements under which the Company or any of its
      Subsidiaries is obligated to register the sale of any of their securities
      under the 1933 Act (except pursuant to the Registration Rights
      Agreement)...

The Company did not disclose the Greenwich Power Transactions in Schedule 3(r)
to the Securities Purchase Agreement and did not disclose the agreements to
register the securities issued to the Greenwich Power Parties described in the
Greenwich Power 13D, both of which constitute breaches of the representations
described in Section 3(r) of the Securities Purchase Agreement.

In addition, in Section 3(kk) of the Securities Purchase Agreement, the Company
represented that:

      ...No event or circumstance has occurred or information exists with
      respect to the Company or any of its Subsidiaries or its or their
      business, properties, prospects, operations or financial conditions,
      which, under applicable law, rule or regulation, requires public
      disclosure or announcement by the Company but which has not been so
      publicly announced or disclosed.

The failure of the Company to disclose the Greenwich Power Transactions was a
material omission which should have been disclosed to Portside and therefore
represents a breach of the foregoing representation.

Further, Section 2(b) of the Registration Rights Agreement provides that:


       PORTSIDE GROWTH AND OPPORTUNITY FUND - CHRYSLER CENTER, 666 THIRD
          AVENUE, 26TH FLOOR, NEW YORK, NY 10017 - TEL: (212) 845-7900



PORTSIDE GROWTH AND OPPORTUNITY FUND


      Other than as set forth in SCHEDULE 2(B), in no event shall the Company
      include any securities other than Registrable Securities on any
      Registration Statement without the prior written consent of the Required
      Holders

The agreement of the Company to register the shares of Common Stock issuable
upon exercise and/or exchange of the securities held by each of the Greenwich
Power Parties constitutes a breach of the foregoing covenant.

Had the Company disclosed to Portside the Greenwich Power Transactions, Portside
would have never agreed to a $2.90 conversion price for its Note and would have
insisted on a $1.00 conversion price - the exchange price used in the Apollo
Notes. Consequently, the harm to Portside is significant and well in excess of
$250,000.

Accordingly, Portside is hereby delivering this written Event of Default Notice
to the Company, as required by Section 4(b) of the Note, to provide notice to
the Company that an Event of Default has occurred. Pursuant to Section 2 of the
Note, from and after this Event of Default (which occurred July 24, 2006), the
Interest Rate (as defined in the Note) was increased to fifteen percent (15%).
As a result, the interest on the Note has been accruing at a rate of 15% from
July 24, 2006.

EVENT OF DEFAULT REDEMPTION NOTICE

Portside is hereby delivering this written Event of Default Redemption Notice
(as defined in the Note) to the Company, as permitted under Section 4(b) of the
Note, to provide notice to the Company that Portside is hereby requiring the
Company to redeem all of the Note at the Event of Default Redemption Price (as
defined in the Note).

The Event of Default Redemption Price shall be calculated in accordance with
Section 4(b)(i) of the Note, and shall be the greater of (i) product of the sum
of the Conversion Amount (as defined in the Note) to be redeemed together with
accrued and unpaid Interest (as defined in the Note) with respect to such
Conversion Amount and accrued and unpaid Late Charges (as defined in the Note)
being redeemed and a Redemption Premium of 120% and (ii) the product of the
Conversion Rate (as defined in the Note) with respect to the Conversion Amount
together with accrued and unpaid Interest with respect to such Conversion Amount
being redeemed and accrued and unpaid Late Charges with respect to such
Conversion Amount and Interest in effect at such time as the Holder delivers an
Event of Default Redemption Notice and the product of (1) the Equity Value
Redemption Premium (115%) and (2) the greater of (x) the Closing Sale Price of
the Common Stock on the date immediately after such Event of Default, (y) the
Closing Sale Price of the Common Stock on the date immediately after such Event
of Default and (z) the Closing Sale Price of the Common Stock on the date the
Holder delivers the Event of Default Redemption Notice.

As of the date hereof, the Conversion Amount includes $2,000,000 in respect of
outstanding principal balance on the Note plus any and all accrued and unpaid


       PORTSIDE GROWTH AND OPPORTUNITY FUND - CHRYSLER CENTER, 666 THIRD
          AVENUE, 26TH FLOOR, NEW YORK, NY 10017 - TEL: (212) 845-7900



PORTSIDE GROWTH AND OPPORTUNITY FUND


interest and late charges which have accrued to date. For the avoidance of
doubt, the Conversion Amount shall include, as of the date of actual payment by
the Company, any additional unpaid interest and late charges which have accrued
from the date hereof through such actual payment date.

As of the date hereof, the applicable Event of Default Redemption Price is
$2,446,000.00.

THE  COMPANY IS HEREBY  INSTRUCTED  TO  IMMEDIATELY  WIRE THE EVENT OF DEFAULT
REDEMPTION PRICE TO THE BANK ACCOUNT SET FORTH IN SCHEDULE 1 TO THIS LETTER.

We hereby reserve all rights available to us under the Note, the Securities
Purchase Agreement, the Registration Rights Agreement and any other document
entered into in connection with the foregoing.

Sincerely,

PORTSIDE GROWTH AND OPPORTUNITY FUND


By: /s/ Jeffrey C. Smith
    -----------------------------
      Jeffrey C. Smith
      Authorized Signatory


cc :  Roger A. Crabb, Esq., Scheef & Stone, LLP (fax - (214) 706-4242)


       PORTSIDE GROWTH AND OPPORTUNITY FUND - CHRYSLER CENTER, 666 THIRD
          AVENUE, 26TH FLOOR, NEW YORK, NY 10017 - TEL: (212) 845-7900

EX-99.8

                                                                    Exhibit 99.8


PORTSIDE GROWTH AND OPPORTUNITY FUND


October 17, 2006

VIA FACSIMILE
AND OVERNIGHT COURIER

Earth Biofuels, Inc.
3001 Knox Street, Suite 403
Dallas, Texas
Facsimile: (214) 389-9800
Attention:  Dennis McLaughlin

cc:  Board of Directors

      RE:   EVENT OF DEFAULT NOTICE AND EVENT OF DEFAULT REDEMPTION NOTICE

Ladies and Gentlemen:

Reference is hereby made to (i) the Earth Biofuels, Inc. (the "Company") Senior
Convertible Note issued July 24, 2006 to Portside Growth and Opportunity Fund
("Portside") in the principal amount of $2,000,000 (the "Note") pursuant to the
Securities Purchase Agreement, dated as of July 24, 2006 (the "Securities
Purchase Agreement"), by and among the Company, Portside, as a buyer, and the
other buyers named therein, (ii) the Registration Rights Agreement, dated as of
July 24, 2006 (the "Registration Rights Agreement"), by and among the Company,
Portside, as a buyer, and the other buyers listed on the signature pages thereto
and (iii) the Schedule 13D, dated as of July 20, 2006 and filed by Greenwich
Power II, L.L.C. ("Greenwich Power II"), Greenwich Power, L.L.C. ("Greenwich
Power") and Lance A. Bakrow ("Mr. Bakrow", and together with Greenwich Power II
and Greenwich Power, the "Greenwich Power Parties") on August 4, 2006 (the
"Greenwich Power 13D"). Capitalized terms used but not defined herein have the
meanings given to those terms in the Note.

On September 8, 2006, Portside delivered an Event of Default Notice and Event of
Default Redemption Notice to the Company. A copy of that Event of Default Notice
is attached hereto and is incorporated herein by reference.

EVENT OF DEFAULT UNDER NOTE

Under Section (2) of the Note, the Company is required to pay interest on the
Note in arrears for each Calendar Quarter on the first day of the succeeding


       PORTSIDE GROWTH AND OPPORTUNITY FUND - CHRYSLER CENTER, 666 THIRD
          AVENUE, 26TH FLOOR, NEW YORK, NY 10017 - TEL: (212) 845-7900



PORTSIDE GROWTH AND OPPORTUNITY FUND


Calendar Quarter during the period beginning on the Issuance Date and ending on,
and including, the Maturity Date (each, an "INTEREST DATE") with the first
Interest Date being October 1, 2006.

The interest payment due on October 1, 2006 was not received by Portside.

Under Section 4(a)(v) of the Note, an Event of Default occurs upon

      the Company's failure to pay to the Holder any amount of Principal,
      Interest, Late Charges or other amounts when and as due under this Note
      (including, without limitation, the Company's failure to pay any
      redemption payments or amounts hereunder) or any other Transaction
      Document (as defined in the Securities Purchase Agreement) or any other
      agreement, document, certificate or other instrument delivered in
      connection with the transactions contemplated hereby and thereby to which
      the Holder is a party, except, in the case of a failure to pay Interest
      and Late Charges when and as due, in which case only if such failure
      continues for a period of at least ten (10) Business Days.

The Company's failure to the make the interest payment on October 1, 2006 and
the Company's failure to pay for at least 10 Business Days from October 1, 2006
constitutes an Event of Default under the Note.

Accordingly, Portside is hereby delivering this written Event of Default Notice
to the Company, as required by Section 4(b) of the Note, to provide notice to
the Company that an Event of Default has occurred. Pursuant to Section 2 of the
Note, from and after an Event of Default, the Interest Rate (as defined in the
Note) increases to fifteen percent (15%). Pursuant to Portside's September 8,
2006 Event of Default Notice to the Company, Interest has already been accruing
at a rate of 15% from July 24, 2006.

EVENT OF DEFAULT REDEMPTION NOTICE

Portside is hereby delivering this written Event of Default Redemption Notice
(as defined in the Note) to the Company, as permitted under Section 4(b) of the
Note, to provide notice to the Company that Portside is hereby requiring the
Company to redeem all of the Note at the Event of Default Redemption Price (as
defined in the Note).

The Event of Default Redemption Price shall be calculated in accordance with
Section 4(b)(i) of the Note, and shall be the greater of (i) product of the sum
of the Conversion Amount to be redeemed together with accrued and unpaid
Interest with respect to such Conversion Amount and accrued and unpaid Late
Charges being redeemed and a Redemption Premium of 120% and (ii) the product of
the Conversion Rate with respect to the Conversion Amount together with accrued
and unpaid Interest with respect to such Conversion Amount being redeemed and
accrued and unpaid Late Charges with respect to such Conversion Amount and
Interest in effect at such time as the Holder delivers an Event of Default
Redemption Notice and the product of (1) the Equity Value Redemption Premium
(115%) and (2) the greater of (x) the Closing Sale Price of the Common Stock on


       PORTSIDE GROWTH AND OPPORTUNITY FUND - CHRYSLER CENTER, 666 THIRD
          AVENUE, 26TH FLOOR, NEW YORK, NY 10017 - TEL: (212) 845-7900



PORTSIDE GROWTH AND OPPORTUNITY FUND


the date immediately after such Event of Default, (y) the Closing Sale Price of
the Common Stock on the date immediately after such Event of Default and (z) the
Closing Sale Price of the Common Stock on the date the Holder delivers the Event
of Default Redemption Notice.

As of the date hereof, the Conversion Amount includes $2,000,000 in respect of
outstanding principal balance on the Note plus any and all accrued and unpaid
interest and late charges which have accrued to date. For the avoidance of
doubt, the Conversion Amount shall include, as of the date of actual payment by
the Company, any additional unpaid interest and late charges which have accrued
from the date hereof through such actual payment date.

As of the date hereof, the applicable Event of Default Redemption Price is
$2,485,000.

THE  COMPANY IS HEREBY  INSTRUCTED  TO  IMMEDIATELY  WIRE THE EVENT OF DEFAULT
REDEMPTION PRICE TO THE BANK ACCOUNT SET FORTH IN SCHEDULE 1 TO THIS LETTER.

We hereby reserve all rights available to us under the Note, the Securities
Purchase Agreement, the Registration Rights Agreement and any other document
entered into in connection with the foregoing.

Sincerely,

PORTSIDE GROWTH AND OPPORTUNITY FUND


By: /s/ Jeffrey C. Smith
    --------------------------
      Jeffrey C. Smith
      Authorized Signatory


cc :  Roger A. Crabb, Esq., Scheef & Stone, LLP (fax - (214) 706-4242)

      BOARD OF DIRECTORS
      ------------------
      Tommy Johnson
      Bruce Blackwell
      Morgan Freeman
      Bill Luckett
      Willie Nelson


       PORTSIDE GROWTH AND OPPORTUNITY FUND - CHRYSLER CENTER, 666 THIRD
          AVENUE, 26TH FLOOR, NEW YORK, NY 10017 - TEL: (212) 845-7900

EX-99.9

                                                                    Exhibit 99.9


PORTSIDE GROWTH AND OPPORTUNITY FUND


October 27, 2006

VIA FACSIMILE, E-MAIL
AND OVERNIGHT COURIER

Earth Biofuels, Inc.
3001 Knox Street, Suite 403
Dallas, Texas
Facsimile: (214) 389-9800
Attention:  Dennis McLaughlin

cc:  Board of Directors

      RE:   EVENT OF DEFAULT NOTICE AND EVENT OF DEFAULT REDEMPTION NOTICE

Ladies and Gentlemen:

Reference is hereby made to (i) the Earth Biofuels, Inc. (the "Company") Senior
Convertible Note issued July 24, 2006 to Portside Growth and Opportunity Fund
("Portside") in the principal amount of $2,000,000 (the "Note") pursuant to the
Securities Purchase Agreement, dated as of July 24, 2006 (the "Securities
Purchase Agreement"), by and among the Company, Portside, as a buyer, and the
other buyers named therein, (ii) the Registration Rights Agreement, dated as of
July 24, 2006 (the "Registration Rights Agreement"), by and among the Company,
Portside, as a buyer, and the other buyers listed on the signature pages thereto
and (iii) the Schedule 13D, dated as of July 20, 2006 and filed by Greenwich
Power II, L.L.C. ("Greenwich Power II"), Greenwich Power, L.L.C. ("Greenwich
Power") and Lance A. Bakrow ("Mr. Bakrow", and together with Greenwich Power II
and Greenwich Power, the "Greenwich Power Parties") on August 4, 2006 (the
"Greenwich Power 13D"). Capitalized terms used but not defined herein have the
meanings given to those terms in the Note.

On September 8, 2006, Portside delivered an Event of Default Notice and Event of
Default Redemption Notice to the Company. A copy of that Event of Default Notice
is attached hereto and is incorporated herein by reference.

On October 17, 2006, Portside delivered an Event of Default Notice and Event of
Default Redemption Notice to the Company relating to the failure of the Company
to pay interest on the Notes to Portside. A copy of that Event of Default Notice
is attached hereto and is incorporated herein by reference.


        PORTSIDE GROWTH AND OPPORTUNITY FUND - CHRYSLER CENTER, 666 THIRD
          AVENUE, 26TH FLOOR, NEW YORK, NY 10017 - TEL: (212) 845-7900



PORTSIDE GROWTH AND OPPORTUNITY FUND


Portside has still not received the interest owed by the Company to Portside
with respect to the Note and the Company has failed to redeem the Notes pursuant
to the Event of Default Redemption Notice Portside delivered to the Company on
September 8, 2006 and October 17, 2006.

Portside is hereby reasserting the Events of Default set forth in the September
8, 2006 and October 17, 2006 Event of Default Notices.

Furthermore, Item 2.04 of Form 8-K requires disclosure within four business days
of a triggering event causing the increase or acceleration of a direct financial
obligation of the registrant occurs and the consequences of the event, taking
into account those described in paragraph (a)(4) of Item 2.04, are material to
the registrant.

The Event of Default Notices delivered to the Company by Portside on September
8, 2006 and October 17, 2006 and the acceleration of the indebtedness under the
Notes constituted triggering events requiring disclosure under item 2.04 of Form
8-K. The Company's failure to disclose these triggering events constitutes a
material breach of the Company's covenants under the Securities Purchase
Agreement.

Specifically, under Section 4(c) of the Securities Purchase Agreement, the
Company agreed that

      [u]ntil the date on which the Investors (as defined in the Registration
      Rights Agreement) shall have sold all the Conversion Shares and Warrant
      Shares and none of the Notes or Warrants is outstanding (the "REPORTING
      PERIOD"), the Company shall file all reports required to be filed with the
      SEC pursuant to the 1934 Act, and the Company shall not terminate its
      status as an issuer required to file reports under the 1934 Act even if
      the 1934 Act or the rules and regulations thereunder would otherwise
      permit such termination.

EVENT OF DEFAULT UNDER NOTE

Under Section 4(a)(x) of the Note, an Event of Default occurs if

      the Company breaches any representation, warranty, covenant or other term
      or condition of any Transaction Document, which breach has or is likely to
      have a cost or adverse impact on the Company or the Holders (including by
      reduction in the value of the shares of Common Stock deliverable in
      connection with the Transaction Documents) in excess of $250,000, except,
      in the case of a breach of a covenant or other term or condition of any
      Transaction Document which is curable, only if such breach continues for a
      period of at least ten (10) consecutive Business Days.


        PORTSIDE GROWTH AND OPPORTUNITY FUND - CHRYSLER CENTER, 666 THIRD
          AVENUE, 26TH FLOOR, NEW YORK, NY 10017 - TEL: (212) 845-7900



PORTSIDE GROWTH AND OPPORTUNITY FUND


The Company's material breach of the covenant set forth in Section 4(c) of the
Securities Purchase Agreement, the expected adverse cost or adverse impact of
that breach and the fact that such breach has continued for at least 10 Business
Days from September 8, 2006 constitutes an Event of Default under the Note.

Accordingly and in addition to the outstanding Event of Default identified by
Portside in its September 8, 2006 Event of Default Notice to the Company,
Portside is hereby delivering this written Event of Default Notice to the
Company, as required by Section 4(b) of the Note, to provide notice to the
Company that an Event of Default has occurred. Pursuant to Section 2 of the
Note, from and after an Event of Default, the Interest Rate (as defined in the
Note) increases to fifteen percent (15%). Pursuant to Portside's September 8,
2006 Event of Default Notice to the Company, Interest has already been accruing
at a rate of 15% from July 24, 2006.

EVENT OF DEFAULT REDEMPTION NOTICE

Portside is hereby delivering this written Event of Default Redemption Notice
(as defined in the Note) to the Company, as permitted under Section 4(b) of the
Note, to provide notice to the Company that Portside is hereby requiring the
Company to redeem all of the Note at the Event of Default Redemption Price (as
defined in the Note).

The Event of Default Redemption Price shall be calculated in accordance with
Section 4(b)(i) of the Note, and shall be the greater of (i) product of the sum
of the Conversion Amount to be redeemed together with accrued and unpaid
Interest with respect to such Conversion Amount and accrued and unpaid Late
Charges being redeemed and a Redemption Premium of 120% and (ii) the product of
the Conversion Rate with respect to the Conversion Amount together with accrued
and unpaid Interest with respect to such Conversion Amount being redeemed and
accrued and unpaid Late Charges with respect to such Conversion Amount and
Interest in effect at such time as the Holder delivers an Event of Default
Redemption Notice and the product of (1) the Equity Value Redemption Premium
(115%) and (2) the greater of (x) the Closing Sale Price of the Common Stock on
the date immediately after such Event of Default, (y) the Closing Sale Price of
the Common Stock on the date immediately after such Event of Default and (z) the
Closing Sale Price of the Common Stock on the date the Holder delivers the Event
of Default Redemption Notice.

As of the date hereof, the Conversion Amount includes $2,000,000 in respect of
outstanding principal balance on the Note plus any and all accrued and unpaid
interest and late charges which have accrued to date. For the avoidance of
doubt, the Conversion Amount shall include, as of the date of actual payment by
the Company, any additional unpaid interest and late charges which have accrued
from the date hereof through such actual payment date.

As of October 26, 2006, the applicable Event of Default Redemption Price is
$2,406,566.67.


        PORTSIDE GROWTH AND OPPORTUNITY FUND - CHRYSLER CENTER, 666 THIRD
          AVENUE, 26TH FLOOR, NEW YORK, NY 10017 - TEL: (212) 845-7900



PORTSIDE GROWTH AND OPPORTUNITY FUND


THE  COMPANY IS HEREBY  INSTRUCTED  TO  IMMEDIATELY  WIRE THE EVENT OF DEFAULT
REDEMPTION PRICE TO THE BANK ACCOUNT SET FORTH IN SCHEDULE 1 TO THIS LETTER.

We hereby reserve all rights available to us under the Note, the Securities
Purchase Agreement, the Registration Rights Agreement and any other document
entered into in connection with the foregoing.

Sincerely,

PORTSIDE GROWTH AND OPPORTUNITY FUND


By: /s/ Jeffrey C. Smith
    ------------------------------
      Jeffrey C. Smith
      Authorized Signatory


cc :  Roger A. Crabb, Esq., Scheef & Stone, LLP (fax - (214) 706-4242)

      BOARD OF DIRECTORS
      ------------------
      Tommy Johnson
      Bruce Blackwell
      Morgan Freeman
      Bill Luckett
      Willie Nelson


        PORTSIDE GROWTH AND OPPORTUNITY FUND - CHRYSLER CENTER, 666 THIRD
          AVENUE, 26TH FLOOR, NEW YORK, NY 10017 - TEL: (212) 845-7900

EX-99.10

                                                                   Exhihit 99.10


HENNIGAN, BENNETT & DORMAN LLP
Bruce Bennett (BB-1152) (not admitted in N.Y.)
865 South Figueroa Street, Suite 2900
Los Angeles, California 90017
Telephone:  (213) 694-1200
Facsimile:  (213) 694-1234

HENNIGAN, BENNETT & DORMAN LLP
A. Brent Truitt    (AT-3799)
245 Park Avenue, Suite 3962
New York, New York 10167
Telephone:  (212) 672-1966
Facsimile:  (212) 672-1965

Attorneys for Portside Growth and Opportunity Fund


UNITED STATES DISTRICT COURT
SOUTHERN DISTRICT OF NEW YORK


- -----------------------------------------
                                        )
PORTSIDE GROWTH AND OPPORTUNITY FUND,   )
                                        ) COMPLAINT
                          Plaintiff,    )
                                        ) Case No. 07-cv-5582
            v.                          )
                                        ) ECF Case
EARTH BIOFUELS, INC.                    )
                                        )
                        Defendants.     )
                                        )
- -----------------------------------------

      Plaintiff Portside Growth and Opportunity Fund ("Portside"), for its
Complaint against Defendant Earth Biofuels, Inc. ("Earth Biofuels"), alleges as
follows, on knowledge as to itself and on information or belief as to others:

                                  INTRODUCTION

      1. This is an action for breach of contract and for payment of a
promissory note. In exchange for a $2 million investment from Portside, Earth
Biofuels entered into a Securities Purchase Agreement (the "Agreement") under
which it issued a Senior Convertible Note (the "Note") and Warrants (as defined
below) to Portside. In addition, Earth Biofuels entered into an agreement to
register with the Securities and Exchange Commission ("SEC") securities subject
to Portside's conversion rights and Warrants (the "Registration Rights



Agreement" and, together with the Agreement, the Note and the Warrants, the
"Transaction Documents"). Earth Biofuels has materially breached numerous
provisions of the Transaction Documents.

      2. For instance, the Note requires that Earth Biofuels make quarterly
interest payments. Certain of such payments were due on October 1, 2006 and
January 1, 2007. Both of these payments were substantially late and Earth
Biofuels has not paid the late fees attributed to these late payments.
Furthermore, Earth Biofuels has failed to make other required payments and to
disclose several material facts concerning its business affairs as required by
the Note and the other Transaction Documents. In addition, Earth Biofuels has
breached the Registration Rights Agreement by failing to register the subject
securities with the SEC.

      3. Each of these breaches, as well as each of the other breaches
identified below, is incapable of being cured and/or Earth Biofuels has failed
to cure such breaches within the period allowed under the Transaction Documents,
despite being given notice. Each breach has a cost or adverse impact on Portside
or Earth Biofuels in excess of $250,000 (or is defined in the Note to be an
Event of Default irrespective of the dollar amount of the cost or adverse impact
on Portside or Earth Biofuels). Therefore, Events of Default have occurred under
the Note, which entitle Portside to acceleration and immediate payment of all
amounts due under the Note, including principal and interest. Pursuant to this
action, Portside seeks to recover its damages, costs, and fees arising from each
breach by Earth Biofuels.

                                   THE PARTIES

      4. Plaintiff Portside is a Cayman Islands exempted company.

      5. Upon information and belief, Defendant Earth Biofuels is a Delaware
corporation with its primary place of business in Dallas, Texas.

                             JURISDICTION AND VENUE

      6. This Court has diversity jurisdiction over this civil matter pursuant
to 28 U.S.C. ss. 1332(a) because the dispute is between a citizen of a state of
the United States and a citizen or subject of a foreign state, and the amount in
controversy exceeds $75,000, exclusive of interest and costs.

                                      -2-


      7. This Court has personal jurisdiction over Earth Biofuels because, among
other things, Earth Biofuels consented to the jurisdiction of this Court in the
Transaction Documents.

      8. Venue in this Court is proper because Earth Biofuels also consented to
such venue in the Transaction Documents.

                            EARTH BIOFUELS' BREACHES

      9. On July 24, 2006, Portside and Earth Biofuels entered into a securities
transaction (the "Transaction") pursuant to the terms of the Securities Purchase
Agreement in which Portside acquired from Earth Biofuels for the sum of $2
million (a) the Note in the amount of $2 million convertible into the common
stock of Earth Biofuels, and (b) Series A Warrants and Series B Warrants
(collectively, the "Warrants") granting Portside the right to acquire additional
shares of Earth Biofuels' common stock on the terms set forth in the Warrants.
In addition, as part of the Transaction, Portside and Earth Biofuels entered
into the Registration Rights Agreement pursuant to which Earth Biofuels granted
to Portside certain registration rights with respect to the common stock that
would be issued to Portside upon conversion of the Note and upon exercise of the
Warrants acquired by Portside.

      10. Section 2 of the Note provides that interest is "payable in arrears
for each Calendar Quarter on the first day of the succeeding Calendar Quarter .
.. . with the first Interest Date being October 1, 2006." Section 4(a)(v) of the
Note defines an "Event of Default" to include Earth Biofuels' failure to pay to
Portside any amount of interest, late charges or other amounts when and as due
under the Note, if such failure continues for a period of at least ten (10)
business days. Earth Biofuels initially failed to make interest payments on the
Note that became due on October 1, 2006 and January 1, 2007. Since Earth
Biofuels failed to make these interest payments to Portside for more than ten
business days from the due date, each such failure constitutes an Event of
Default under Section 4(a)(v) of the Note for which there is no minimum dollar
threshold. When such interest payments were ultimately made, they were not
accompanied by the full amount of the late fees due and payable as a result of
the late payment of interest.

      11. In addition, Section 4(a)(x) of the Note defines an "Event of Default"
to include a breach by Earth Biofuels of "any representation, warranty, covenant


                                      -3-


or other term or condition of any Transaction Document, which breach has or is
likely to have a cost or adverse impact" on either Earth Biofuels or Portside of
more than $250,000. Earth Biofuels has made several such breaches.

      12. For example, after the Transaction closed, Portside learned that Earth
Biofuels had breached various representations and warranties it made in the
Securities Purchase Agreement, one of the Transaction Documents, and breached
other terms of the Securities Purchase Agreement. Specifically, Earth Biofuels
breached, among other things, the following representations and warranties in,
and terms of, the Securities Purchase Agreement:

     (a) In Section 3(r) of the Securities Purchase Agreement, Earth Biofuels
   represented that:

            [e]xcept as disclosed in Schedule 3(r): (i) none of the Company's
            capital stock is subject to preemptive rights or any other similar
            rights or any liens or encumbrances suffered or permitted by the
            Company; (ii) there are no outstanding options, warrants . . .
            relating to, or securities or rights convertible into, or
            exercisable or exchangeable for, any capital stock of the Company .
            . .;[ and] (v) there are no agreements or arrangements under which
            the Company or any of its Subsidiaries is obligated to register the
            sale of any of their securities under the 1933 Act . . . ."

     After the closing of the Transaction, Portside learned from a Schedule 13D
   that was filed on August 4, 2006 (the "Schedule 13D") with the SEC, that on
   July 20, 2006, just days prior to the closing of the Transaction, Earth
   Biofuels' principal shareholder, Apollo Resources International, Inc.
   ("Apollo"), had entered into an undisclosed transaction with both Greenwich
   Power, L.L.C. ("GP") and Greenwich Power II, L.L.C. ("GP II") through which
   both GP and GP II acquired notes (the "Apollo Notes"), which were
   exchangeable for the common stock of Earth Biofuels, and options (the "Apollo
   Options") to acquire stock of Earth Biofuels (collectively, the "Greenwich
   Transaction"). As part of the Greenwich Transaction, Earth Biofuels agreed to
   be bound by registration rights agreements entered into among GP, GP II and
   Apollo that required Earth Biofuels to register the common stock issuable


                                      -4-


   upon exchange or exercise, as applicable, of the Apollo Notes and the Apollo
   Options purchased in the Greenwich Transaction (the "Greenwich Registration
   Rights Agreements"). The issuance of these securities and the entering into
   of the Greenwich Registration Rights Agreements were required to be disclosed
   by Earth Biofuels under Schedule 3(r) of the Securities Purchase Agreement,
   but were not. Without such disclosure, Earth Biofuels' representations in
   Section 3(r) were materially false.

     (b) In Section 3(r) of the Securities Purchase Agreement, Earth Biofuels
   also represented and warranted that Schedule 3(r) to the Securities Purchase
   Agreement set forth "the shares of Common Stock owned beneficially or of
   record and Common Stock Equivalents . . . held by each director and executive
   officer" of the company. In Schedule 3(r), Earth Biofuels disclosed only that
   Apollo beneficially owned 61.7% of the common stock of the company. That was
   a material misstatement, because, as revealed in the Schedule 13D, GP II and
   GP were beneficial owners of the shares of common stock of Earth Biofuels
   that Apollo would transfer to them upon exercise or exchange of the Apollo
   Options and the Apollo Notes, respectively. Schedule 3(r) incorrectly stated
   that those shares were beneficially owned by Apollo without qualification. By
   making this misstatement in Schedule 3(r) of the Securities Purchase
   Agreement, Earth Biofuels breached Section 3(r) of the Securities Purchase
   Agreement in this respect as well.

     (c) In addition and as also disclosed in the Schedule 13D, as part of the
   Greenwich Transaction, Earth Biofuels (i) issued a warrant to Mr. Lance
   Bakrow, the sole manager and ultimate controlling person of both GP and GP
   II, for a large number of shares, which warrant was substantially "in the
   money" at a below market exercise price, and (ii) entered into a registration
   rights agreement with Mr. Bakrow with respect to the shares of Earth Biofuels
   stock issuable upon the exercise of Mr. Bakrow's warrant (the "Bakrow
   Registration Rights Agreement"). The issuance of the warrant and the
   execution of the Bakrow Registration Rights Agreement were also required to
   have been, but were not, disclosed by Earth Biofuels in Schedule 3(r) to the
   Securities Purchase Agreement.


                                      -5-


     (d) In Section 3(t) of the Securities Purchase Agreement, Earth Biofuels
   represented that "[e]xcept as set forth on SCHEDULE 3(S) [sic], there is no
   action, suit, proceeding or investigation before . . . any court, public
   board, government agency, self-regulatory organization or body pending or, to
   the knowledge of the Company, threatened against of affecting the Company . .
   . ." But, according to a Form 10-QSB filed by Earth Biofuels with the SEC on
   or about August 18, 2006 (the "Second Quarter 10-Q"), at the time the
   Securities Purchase Agreement was executed, Earth Biofuels was aware of a
   legal proceeding commenced against it by H.C. Wainwright & Co., Inc. on July
   20, 2006. This litigation was required to have been, but was not, disclosed
   by Earth Biofuels in Schedule 3(t) (or Schedule 3(s)) to the Securities
   Purchase Agreement.

     (e) In addition, Earth Biofuels made various representations in Section
   3(cc) of the Securities Purchase Agreement relating to its maintenance of
   internal accounting and disclosure controls. But, in its Second Quarter 10-Q,
   Earth Biofuels revealed that its "disclosure controls and procedures were not
   effective." In light of the information provided in the Second Quarter 10-Q,
   Earth Biofuels was obviously aware that its representations made in Section
   3(cc) of the Securities Purchase Agreement were false. The inadequacies in
   Earth Biofuels' disclosure controls were required to have been, but were not,
   disclosed by Earth Biofuels as required by Section 3(cc) of the Securities
   Purchase Agreement.

     (f) Furthermore, Section 3(kk) of the Securities Purchase Agreement
   contained Earth Biofuels' representation that the disclosure provided by
   Earth Biofuels, including the information contained in the schedules attached
   to the Securities Purchase Agreement, "is true and correct and does not
   contain any untrue statement of a material fact or omit to state any material
   fact necessary in order to make the statements made therein . . . not
   misleading." Each of the matters referred to in (a) through (e) above were
   required to have been, but were not, disclosed by Earth Biofuels pursuant to
   this Section 3(kk).


                                      -6-


     (g) On or about December 1, 2006, Earth Biofuels entered into an interim
   resolution agreement with Kings Road Investments Ltd. ("Kings Road"), a
   holder of Other Notes (as defined in the Note), whereby Earth Biofuels agreed
   to pay Kings Road the amount due and owing to it by March 31, 2007 and agreed
   to confess judgment in favor of Kings Road subject to certain conditions.
   Earth Biofuels failed to extend a concurrent equivalent offer to Portside in
   violation of Section 9(e) of the Securities Purchase Agreement, which
   provides that "[n]o consideration shall be offered or paid to any Person to
   amend or consent to a waiver or modification of any provision of any of the
   Transaction Documents unless the same consideration is offered to all of the
   parties to the Transaction Documents, holders of Notes or holders of the
   Warrants. . . ." Such failure constituted a breach of the Securities Purchase
   Agreement.

      13. Other breaches of the Note that constitute Events of Default have
occurred as well and are ongoing. For example, Earth Biofuels has breached the
following terms of the Note:

     (a) Pursuant to Section 13(b) of the Note, Earth Biofuels is required to
   notify Portside within one business day if it receives an "Event of Default
   Redemption Notice" (as defined in the Note) from any holder of Other Notes.
   Portside is informed and believes, and thereon alleges, that Earth Biofuels
   has received "Other Redemption Notices" (as defined in the Note) from several
   such holders, including, without limitation, Event of Default Redemption
   Notices from (i) Castlerigg Master Investments, Ltd., on or about August 18,
   2006, (ii) Kings Road Investments Ltd., on or about August 30, 2006, (iii)
   Cranshire Capital, L.P., on or about October 12, 2006, (iv) Evolution Master
   Fund Ltd. SPC Segregated Portfolio M, on or about January 25, 2007, (v)
   Radcliffe SPC, Ltd. for and on behalf of the Class A Segregated Portfolio,
   f/k/a the Class A Convertible Crossover Segregated Portfolio, on or about
   March 13, 2007, and (vi) Excalibur Limited Partnership and Whalehaven Capital
   Fund Ltd., on or about April 13, 2007. Pursuant to Sections 4(b) and 13(b) of
   the Note, Earth Biofuels was required to notify Portside of the occurrence of
   the various Events of Default under the Other Notes and its receipt of the


                                      -7-


   Other Redemption Notices so that Portside would itself have the opportunity
   to deliver an Event of Default Redemption Notice to Earth Biofuels and so
   that Portside would be entitled to receive a pro rata redemption payment if
   Earth Biofuels could not redeem both the amount of Portside's Note and the
   Other Notes designated for redemption in full. These failures constitute
   additional Events of Default under Section 4(a)(x) of the Note.

     (b) In addition, as discussed below, Portside delivered to Earth Biofuels
   its own Event of Default Redemption Notices on September 8, October 17 and
   October 31, 2006. Item 2.04 of the SEC's Form 8-K requires disclosure within
   four business days if a triggering event causing the increase or acceleration
   of a direct financial obligation of the registrant occurs and the
   consequences of the event, taking into account those described in paragraph
   (a)(4) of Item 2.04, are material to the registrant. The Event of Default
   Notices delivered to Earth Biofuels by Portside, as well as the "Other
   Redemption Notices," and the acceleration of the indebtedness under the Note
   and Other Notes constituted triggering events requiring disclosure under item
   2.04 of Form 8-K. Earth Biofuels' failure to disclose these triggering events
   constituted a material breach of its covenants under Section 4(c) of the
   Securities Purchase Agreement, which provides that:

            [u]ntil the date on which the Investors (as defined in the
            Registration Rights Agreement) shall have sold all the Conversion
            Shares and Warrant Shares and none of the Notes or Warrants is
            outstanding (the "Reporting Period"), the Company shall file all
            reports required to be filed with the SEC pursuant to the 1934 Act,
            and the Company shall not terminate its status as an issuer required
            to file reports under the 1934 Act even if the 1934 Act or the rules
            and regulations thereunder would otherwise permit such termination.

As the cure period has passed with respect to each of Portside's Event of
Default Redemption Notices and each of the "Other Redemption Notices" identified
above, Earth Biofuels' material breach of the covenant set forth in Section 4(c)
of the Securities Purchase Agreement constitutes yet another Event of Default
under Section 4(a)(x) of the Note.

      14. Portside is informed and believes, and thereon alleges, that the
various breaches described above in paragraphs 12 and 13 have a cost or adverse


                                      -8-


impact on Earth Biofuels or Portside in excess of $250,000 and the time for
cure, if any, has now passed. Accordingly, each such breach constitutes an Event
of Default under the Note.

      15. In addition to these breaches of the Securities Purchase Agreement and
the Note, Earth Biofuels has also breached provisions of the Registration Rights
Agreement, which breaches also constitute Events of Default under the Note.
First, Section 2(a) of the Registration Rights Agreement required Earth Biofuels
to file a Registration Statement with the SEC on or before August 25, 2006,
which is the thirtieth day following the closing of the Transaction. Yet, to
date, Earth Biofuels has not filed the Registration Statement, or even
circulated it for Portside's review as it is required to do pursuant to Section
3(c) of the Registration Rights Agreement. As a result of Earth Biofuels'
failure to comply with Section 2(a) of the Registration Rights Agreement, an
Event of Default exists under the Note, including Section 4(a)(x).

      16. In addition, Earth Biofuels' failure to file and obtain effectiveness
of a Registration Statement covering the resale by Portside of its shares of
Earth Biofuels' common stock constitutes an Event of Default pursuant to Section
4(a)(i) of the Note, which includes as an Event of Default:

            the failure of the applicable Registration Statement required to be
            filed pursuant to the Registration Rights Agreement to be declared
            effective by the SEC on or prior to the date that is sixty (60) days
            after the applicable Effectiveness Deadline (as defined in the
            Registration Rights Agreement) [60 days after the July 25, 2006
            closing date if the Registration Statement is not subject to SEC
            review and 120 days after July 25, 2006 if it is subject to SEC
            review] . . . .

      17. Moreover, Section 2(f) of the Registration Rights Agreement provides
that if Earth Biofuels fails to file and obtain effectiveness of a registration
statement as required by Section 2(a), Earth Biofuels is required to make
monthly payments to Portside in an amount equal to one and one-half percent
(1.5%) of the aggregate purchase price for the Note and Warrants until such
filing is made and such effectiveness is obtained ("Registration Delay
Payments"). Earth Biofuels has failed, however, to make any such payments. This
failure to make Registration Delay Payments in accordance with Section 2(f) of


                                      -9-


the Registration Rights Agreement constitutes yet another Event of Default under
Section 4(a)(v) of the Note, which includes as an Event of Default Earth
Biofuels' failure to pay to Portside any "amounts when and as due under this
Note . . . or any other Transaction Document."

      18. In addition, under Section 2(b) of the Registration Rights Agreement,
Earth Biofuels was required to disclose on Schedule 2(b) thereto all agreements
by the company to provide registration rights to any person with respect to the
common stock of Earth Biofuels. Earth Biofuels breached Section 2(b) of the
Registration Rights Agreement by failing to disclose on Schedule 2(b) the
existence of the Greenwich Registration Rights Agreements and the Bakrow
Registration Rights Agreement, which constitutes yet another Event of Default
under the Note, including Section 4(a)(x).

                        ACTIONS UNDERTAKEN BY PORTSIDE

      19.   Pursuant to Section 4(b) of the Note, on September 8, 2006,
Portside delivered an Event of Default Notice and Event of Default Redemption
Notice (the "September 8 Notice") to Earth Biofuels. Portside thereby informed
Earth Biofuels of various breaches of the Note and other Transaction Documents
constituting Events of Default and demanded that Earth Biofuels redeem
Portside's Note at the Event of Default Redemption Price (as defined in the
Note).

      20. The Note required Earth Biofuels to respond to the September 8 Notice
within five business days by remitting the Event of Default Redemption Price to
Portside, as provided in Sections 4(b) and 13(a) of the Note. Earth Biofuels,
however, failed to do so. This failure constituted an additional Event of
Default under the Note pursuant to Section 4(a)(v).

      21. While it had no obligation to do so, on October 17, 2006, Portside
delivered an Event of Default Notice and Event of Default Redemption Notice (the
"October 17 Notice") to Earth Biofuels relating to the failure of Earth Biofuels
to pay interest on the Note to Portside and demanded that Earth Biofuels redeem
Portside's Note at the Event of Default Redemption Price. Again, Earth Biofuels
did not comply with Sections 4(b) and 13(a) of the Note.

      22. Finally, again, while it had no obligation to do so, on October 31,
2006, Portside delivered an Event of Default Notice and Event of Default
Redemption Notice (the "October 31 Notice" and, together with the September 8


                                      -10-


Notice and the October 17 Notice, the "Event of Default Redemption Notices") to
Earth Biofuels relating to the failure of Earth Biofuels to disclose the
delivery of the September 8 Notice and the October 17 Notice and the
acceleration of the indebtedness under Portside's Note, and demanded that Earth
Biofuels redeem Portside's Note at the Event of Default Redemption Price. Again,
Earth Biofuels did comply with Sections 4(b) and 13 (a) of the Note.

      23. Earth Biofuels' failure to respond to each of the Event of Default
Redemption Notices within five business days by remitting the Event of Default
Redemption Price to Portside, as provided in Section 4(b) and 13(a) of the Note,
constituted additional Events of Default under the Note pursuant to Section
4(a)(v).

      24. Earth Biofuels continues to be in default under the Note and in breach
of the Securities Purchase Agreement and Registration Rights Agreement and has
compounded its wrongdoing by failing to respond to Portside's Event of Default
Redemption Notices and refusing to pay any of the amounts due.

      25. In addition, Section 21 of the Note requires that Earth Biofuels pay
attorneys' fees and other costs if the Note is "placed in the hands of an
attorney for collection or enforcement or is collected or enforced through any
legal proceeding . . . ." Based on that provision, Earth Biofuels must pay
Portside's attorneys' fees and other costs associated with this action.

                                PRAYER FOR RELIEF

      WHEREFORE, Portside respectfully requests that the Court enter judgment in
its favor against Earth Biofuels on this complaint as follows:

      (a) Award damages in an amount equal to the Event of Default Redemption
Price, plus interest thereon, calculated in accordance with the terms of the
Note;

      (b) Award costs of suit;

      (c) Award counsel fees;

      (d) Award such equitable relief, including specific performance, as may be
just and proper; and

                                      -11-


      (e) Grant such other relief as the Court deems just and proper.

DATED:  June 7, 2007                       HENNIGAN, BENNETT & DORMAN LLP






                                           By: /s/ A. Brent Truitt
                                               ---------------------------------
                                                  A. Brent Truitt (AT-3799)
                                           245 Park Avenue
                                           39th Floor
                                           New York, New York  10167
                                           (212) 672-1966

                                           Bruce Bennett (not admitted in N.Y.)
                                           865 S. Figueroa, Suite 2900
                                           Los Angeles, California 90017
                                           (213) 694-1200
                                           (213) 694-1234 (fax)

                                           Attorneys for
                                           Plaintiff Portside Growth and
                                           Opportunity Fund


                                      -12-

EX-99.11

                                                                                                                       Exhibit 99.11


FORM 5 (10/06)                                  FORM 5. INVOLUNTARY PETITION 07-10928
- ------------------------------------------------------------------------------------------------------------------------------------
                   UNITED STATES BANKRUPTCY COURT                                   INVOLUNTARY PETITION
                        DISTRICT OF DELAWARE
- ------------------------------------------------------------------------------------------------------------------------------------
IN RE (Name of Debtor - If Individual: Last, First, Middle)               ALL OTHER NAMES, used by debtor in the last 8 years
     EARTH BIOFUELS, INC.
- ------------------------------------------------------------------------------------------------------------------------------------
LAST FOUR DIGITS OF SOC. SEC. NO./Complete EIN or other TAX I.D. NO.
(If more than one, state all.)
     EIN: 71-0915825
- ------------------------------------------------------------------------------------------------------------------------------------
STREET ADDRESS OF DEBTOR (No. and street, city, state, and zip code)      MAILING ADDRESS OF DEBTOR (If different from street
                                                                          address)

     3001 KNOX STREET
     SUITE 403
     DALLAS, TX 75205
- ----------------------------------------------------------------------
                         COUNTY OF RESIDENCE OR PRINCIPAL
                         PLACE OF BUSINESS
                         DALLAS
- ------------------------------------------------------------------------------------------------------------------------------------
LOCATION OF PRINCIPAL ASSETS OF BUSINESS DEBTOR (If Different from previously listed addresses)

- ------------------------------------------------------------------------------------------------------------------------------------
CHAPTER OF BANKRUPTCY CODE UNDER WHICH PETITION IS FILED
     |X| Chapter 7   | | Chapter 11
- ------------------------------------------------------------------------------------------------------------------------------------
                                  INFORMATION REGARDING DEBTOR (Check applicable boxes)

- ------------------------------------------------------------------------------------------------------------------------------------
NATURE OF DEBTS                                   TYPE OF DEBTOR                       NATURE OF BUSINESS (Check one box)
(Check one box)                               (Form of Organization)
                                        | | Individual (Includes Joint Debtor)           | | Health Care Business
Petitioners believe:
                                        |X| Corporation (Includes LLC and LLP)           | | Single Asset Real Estate as defined
                                                                                             in 11 U.S.C. 101(51)(B)
| | Debts are primarily consumer debts  | | Partnership

                                        | | Other (If Debtor is not one of the above     | | Railroad
                                            entities, check this box and state type of
|X| Debts are primarily business debts      entity below.)                               | | Stockbroker

                                                                                         | | Commodity Broker

                                                                                         | | Clearing Bank

                                                                                         |X| Other
- ------------------------------------------------------------------------------------------------------------------------------------
                     VENUE                                             FILING FEE (Check one box)

|X|  Debtor has been domiciled or has had  a            |X| Full fee attached
residence, principal place of  business, or
principal assets in District for 180 days               | | Petitioner is a child support creditor or its representative, and
preceding the date of this petition or for a                the  immediately form specified in 304(g) of the Bankruptcy Reform
longer part of such 180 days than in any other              Act of 1994 is attached.
District                                                [IF A CHILD SUPPORT CREDITOR OR ITS REPRESENTATIVE IS A PETITION, AND IF
                                                        THE PETITION FILES THE FORM SPECIFIED IN 304(G) OF THE BANKRUPTCY REFORM
| | A  bankruptcy case concerning the debtor's          ACT OF 1994, NO FEE IS REQUIRED.]
affiliate, general partner or partnership is
pending in this District
- ------------------------------------------------------------------------------------------------------------------------------------
                                     PENDING BANKRUPTCY CASE FILED BY OR AGAINST ANY PARTNER
                  OR AFFILIATE OF THIS DEBTOR (Report information for any additional cases on attached sheets.)
- ------------------------------------------------------------------------------------------------------------------------------------
NAME OF DEBTOR                           CASE NUMBER                                    DATE

- ------------------------------------------------------------------------------------------------------------------------------------
RELATIONSHIP                             DISTRICT                                       JUDGE

- ------------------------------------------------------------------------------------------------------------------------------------
                                   ALLEGATIONS                                                   COURT USE ONLY
                            (Check applicable boxes)

1. |X|  Petitioner(s) are eligible to file this petition pursuant to 11 U.S.C.
303(b)

2. |X| The  debtor is a person against whom an order for relief may be entered
under title 11 of the United States Code.                                                     DKT. NO.
                                                                                                      ------
3.a. |X| The debtor is generally not paying such debtor's debts as they become                DT. FILED 7/11/07
due, unless such debtors are the subject of a bona fide dispute as to liability
or amount;

or

3.b. | | Within 120 days preceding the filing of this petition, a custodian,
other than a trustee, receiver, or agent appointed or authorized to take charge
of less than substantially all of the property of the debtor for the purpose of
enforcing a lien against such property, was appointed or took possession.
- ------------------------------------------------------------------------------------------------------------------------------------

- ------------------------------------------------------------------------------------------------------------------------------------



OFFICIAL FORM 5 - Involuntary Petition - Page 2                                             Name of Debtor EARTH BIOFUELS, INC.
                                                                                                           -------------------------
                                                                                            Case No.
                                                                                                     -------------------------------

- ------------------------------------------------------------------------------------------------------------------------------------

- ------------------------------------------------------------------------------------------------------------------------------------
                                                          TRANSFER OF CLAIM
| | Check this box if there has been a transfer of any claim against the debtor by or to any petitioner. Attach all documents
    evidencing the transfer and any statements that are required under Bankruptcy Rule 1003(a).
- ------------------------------------------------------------------------------------------------------------------------------------
                                                         REQUEST FOR RELIEF
Petitioner(s) request that an order for relief be entered against the debtor under the chapter of title 11, United States Code,
specified in this petition. If any petitioner is a foreign representative appointed in a foreign proceeding, a certified copy of the
order of the court granting recognition is attached.
- ------------------------------------------------------------------------------------------------------------------------------------
Petitioner(s) declare under penalty of perjury that the
foregoing is true and correct according to the best of
their knowledge, information, and belief.
                                                               X /s/ Adam Landis                 7/11/07
                                                               ---------------------------------------------------------------------
                                                               Signature of Attorney               Date
X /s/ Jeff Sabin     Representative            7/11/07
- -----------------------------------------------------------
Signature of Petitioner or                   Date Signed
Representative (State title)
                                                               Landis Rath & Cobb LLP (Delaware counsel)
                                                               ---------------------------------------------------------------------
Castlerigg Master Investments Ltd.,                            Name of Attorney Firm (If any)
By Castlerigg Master Investments Ltd.
                                                               Address
by Sandell Asset Management its investment advisor                    919 Market Street, Suite 600
- -----------------------------------------------------------           --------------------------------------------------------------
Name of Petitioner                                                    Wilmington, DE 19801
                                                                      --------------------------------------------------------------
                                                                      Attn. Adam G. Landis, Esq.
Mailing Address of Individual Signing in                              --------------------------------------------------------------
Representative Capacity:                                       Telephone No. (302) 467-4400
                                                                             -------------------------------------------------------
     c/o Sandell Asset Management
     40 West 57th Street                                       Schulte Roth & Zabel LLP
     26th Floor                                                ---------------------------------------------------------------------
     New York, New York 10019                                  Name of Attorney Firm (If any)

                                                               Address
                                                                      919 Third Avenue
                                                                      --------------------------------------------------------------
                                                                      New York, New York 10022
                                                                      --------------------------------------------------------------
                                                                      Attn. Jeffrey S. Sabin, Esq. and David M. Hillman, Esq.
                                                                      --------------------------------------------------------------
                                                                      Telephone No. (212) 756-2000
                                                                                    ------------------------------------------------

- ------------------------------------------------------------------------------------------------------------------------------------
Petitioner(s) declare under penalty of perjury that the
foregoing is true and correct according to the best of
their knowledge, information, and belief.
                                                               X /s/ Adam Landis                 7/11/07
                                                               ---------------------------------------------------------------------
                                                               Signature of Attorney               Date
X /s/ Gerald Stahlecker                        7/11/07
- -----------------------------------------------------------
Signature of Petitioner or                   Date Signed
Representative (State title)
                                                               Landis Rath & Cobb LLP (Delaware counsel)
                                                               ---------------------------------------------------------------------
                                                               Name of Attorney Firm (If any)
Radcliffe SPC, Ltd. for and on behalf of the Class A
Convertible Crossover Segregated Portfolio                     Address
                                                                      919 Market Street, Suite 600
By: RG Capital Management, L.P. its investment advisor,               --------------------------------------------------------------
                                                                      Wilmington, DE 19801
By: RGC Management Company, LLC its General Partner                   --------------------------------------------------------------
- -----------------------------------------------------------           Attn. Adam G. Landis, Esq.
Name of Petitioner                                                    --------------------------------------------------------------
                                                               Telephone No. (302) 467-4400
                                                                             -------------------------------------------------------
Mailing Address of Individual Signing in
Representative Capacity:                                       Wilmer Cutler Pickering Hale and Dorr LLP
                                                               ---------------------------------------------------------------------
     c/o RG Capital Management, L.P.                           Name of Attorney Firm (If any)
     3 Bala Plaza East
     Suite 501                                                 Address
     Bala Cynwyd, Pennsylvania 19004                                  399 Park Avenue
                                                                      --------------------------------------------------------------
                                                                      New York, New York 10022   Attn: Philip D. Anker
                                                                      --------------------------------------------------------------
                                                                      Telephone No. (212) 230-8800
                                                                                    ------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------------

- ------------------------------------------------------------------------------------------------------------------------------------



OFFICIAL FORM 5 - Involuntary Petition - Page 3                                             Name of Debtor EARTH BIOFUELS, INC.
                                                                                                           -------------------------
                                                                                            Case No.
                                                                                                     -------------------------------
- ------------------------------------------------------------------------------------------------------------------------------------

- ------------------------------------------------------------------------------------------------------------------------------------
                                   PETITIONING CREDITOR CLAIM INFORMATION CONTINUED ON NEXT PAGE
- ------------------------------------------------------------------------------------------------------------------------------------
NOTE: If there are more than three petitioners, attach         TOTAL AMOUNT OF PETITIONERS' CLAIMS
additional sheets with the statement under penalty of                                  See Page 5
perjury, each petitioner's signature under the statement
and the name of attorney and petitioning creditor
information in the format above.
- ------------------------------------------------------------------------------------------------------------------------------------

- ------------------------------------------------------------------------------------------------------------------------------------
                                                   PETITIONING CREDITORS CONTINUED
- ------------------------------------------------------------------------------------------------------------------------------------

- ------------------------------------------------------------------------------------------------------------------------------------
Petitioner(s) declare under penalty of perjury that the
foregoing is true and correct according to the best of
their knowledge, information, and belief.
                                                               X /s/ Adam Landis                 7/11/07
                                                               ---------------------------------------------------------------------
                                                               Signature of Attorney               Date
X /s/ David Karp Representative                7/11/07
- -----------------------------------------------------------
Signature of Petitioner or                   Date Signed
Representative (State title)
                                                               Landis Rath & Cobb LLP (Delaware counsel)
                                                               ---------------------------------------------------------------------
Portside Growth Opportunity Fund                               Name of Attorney Firm (If any)
By Portside Growth Opportunity Fund
                                                               Address
by Ramius Capital Group, L.L.C. its investment advisor                919 Market Street, Suite 600
- -----------------------------------------------------------           --------------------------------------------------------------
Name of Petitioner                                                    Wilmington, DE 19801
                                                                      --------------------------------------------------------------
                                                                      Attn. Adam G. Landis, Esq.
Mailing Address of Individual Signing in                              --------------------------------------------------------------
Representative Capacity:                                       Telephone No. (302) 467-4400
                                                                             -------------------------------------------------------
     c/o Ramius Capital Group, L.L.C.
     666 Third Avenue                                          Hennigan Bennett & Dorman
     26th Floor                                                ---------------------------------------------------------------------
     New York, New York 10017                                  Name of Attorney Firm (If any)

                                                               Address
                                                                      865 South Figueroa Street
                                                                      --------------------------------------------------------------
                                                                      Los Angeles, CA 90017
                                                                      --------------------------------------------------------------
                                                                      Attn: Bruce Bennett, Esq.
                                                                      --------------------------------------------------------------
                                                                      Telephone No. (213) 694-1012
                                                                                    ------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------------
Petitioner(s) declare under penalty of perjury that the
foregoing is true and correct according to the best of
their knowledge, information, and belief.
                                                               X /s/ Adam Landis                 7/11/07
                                                               ---------------------------------------------------------------------
                                                               Signature of Attorney               Date
X /s/ Jerry Eicke Managing Partner             7/11/07
- -----------------------------------------------------------
Signature of Petitioner or                   Date Signed
Representative (State title)
                                                               Landis Rath & Cobb LLP (Delaware counsel)
                                                               ---------------------------------------------------------------------
                                                               Name of Attorney Firm (If any)
Cornell Capital Partners, LP,
                                                               Address
By Cornell Capital Partners, LP                                       919 Market Street, Suite 600
- -----------------------------------------------------------           --------------------------------------------------------------
Name of Petitioner                                                    Wilmington, DE 19801
                                                                      --------------------------------------------------------------
                                                                      Attn. Adam G. Landis, Esq.
Mailing Address of Individual Signing in                              --------------------------------------------------------------
Representative Capacity:                                       Telephone No. (302) 467-4400
                                                                             -------------------------------------------------------
     Cornell Capital Partners, LP
     101 Hudson Street                                         Baker Botts L.L.P.
     Suite 3700                                                ---------------------------------------------------------------------
     Jersey City, New Jersey 07303                             Name of Attorney Firm (If any)

                                                               Address
                                                                      2001 Ross Avenue
                                                                      --------------------------------------------------------------
                                                                      Dallas, Texas 75201
                                                                      --------------------------------------------------------------
                                                                      Attn: C. Luckey Mcdowell
                                                                      --------------------------------------------------------------
                                                                      Telephone No. (214) 953-6571
                                                                                    ------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------------

- ------------------------------------------------------------------------------------------------------------------------------------



OFFICIAL FORM 5 - Involuntary Petition - Page 4                                             Name of Debtor EARTH BIOFUELS, INC.
                                                                                                           -------------------------
                                                                                            Case No.
                                                                                                     -------------------------------
- ------------------------------------------------------------------------------------------------------------------------------------

- ------------------------------------------------------------------------------------------------------------------------------------
                                   PETITIONING CREDITOR CLAIM INFORMATION CONTINUED ON NEXT PAGE
- ------------------------------------------------------------------------------------------------------------------------------------
NOTE: If there are more than three petitioners, attach         TOTAL AMOUNT OF PETITIONERS' CLAIMS
additional sheets with the statement under penalty of                                  See Page 5
perjury, each petitioner's signature under the statement
and the name of attorney and petitioning creditor
information in the format above.
- ------------------------------------------------------------------------------------------------------------------------------------

- ------------------------------------------------------------------------------------------------------------------------------------
                                                   PETITIONING CREDITORS CONTINUED
- ------------------------------------------------------------------------------------------------------------------------------------

- ------------------------------------------------------------------------------------------------------------------------------------
Petitioner(s) declare under penalty of perjury that the
foregoing is true and correct according to the best of
their knowledge, information, and belief.
                                                               X /s/ Adam Landis                 7/11/07
                                                               ---------------------------------------------------------------------
                                                               Signature of Attorney               Date
X /s/ Richard Chisholm Director                7/11/07
- -----------------------------------------------------------
Signature of Petitioner or                   Date Signed
Representative (State title)
                                                               Landis Rath & Cobb LLP (Delaware counsel)
                                                               ---------------------------------------------------------------------
Evolution Master Fund Ltd. SPC, on behalf of the Segregated    Name of Attorney Firm (If any)
Portfolio M
                                                               Address
By Evolution Master Fund Ltd. SPC, on behalf of the                   919 Market Street, Suite 600
Segregated Portfolio M                                                --------------------------------------------------------------
- -----------------------------------------------------------           Wilmington, DE 19801
Name of Petitioner                                                    --------------------------------------------------------------
                                                                      Attn. Adam G. Landis, Esq.
                                                                      --------------------------------------------------------------
Mailing Address of Individual Signing in                       Telephone No. (302) 467-4400
Representative Capacity:                                                     -------------------------------------------------------

     Evolution Master Fund Ltd. SPC, on behalf of the          Cadwalader Wickersham & TAFT
     Segregated Portfolio M                                    ---------------------------------------------------------------------
     Walker House, Mary Street                                 Name of Attorney Firm (If any)
     P.O. Box 908 GT
     Georgetown, Cayman Island                                 Address
                                                                      One World Financial Center
                                                                      --------------------------------------------------------------
                                                                      New York, New York 10281
                                                                      --------------------------------------------------------------
                                                                      Attn: Gregory M. Petrick
                                                                      --------------------------------------------------------------
                                                                      Telephone No. (212) 504-6373
                                                                                    ------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------------

- ------------------------------------------------------------------------------------------------------------------------------------



OFFICIAL FORM 5 - Involuntary Petition - Page 5                                             Name of Debtor EARTH BIOFUELS, INC.
                                                                                                           -------------------------
                                                                                            Case No.
                                                                                                     -------------------------------

- ------------------------------------------------------------------------------------------------------------------------------------

- ------------------------------------------------------------------------------------------------------------------------------------
                                                        PETITIONING CREDITORS
- ------------------------------------------------------------------------------------------------------------------------------------
NAME AND ADDRESS OF PETITIONER           NATURE OF CLAIM                         AMOUNT OF CLAIM
Castlerigg Master Investments Ltd.       Past due debt due under the Senior
c/o Sandell Asset Management             Convertible Note issued by Earth        Not less than the principal amount of
40 West 57th Street                      Biofuels, Inc. pursuant to the          $11,500,000, plus interest, fees,
26th Floor                               Securities Purchase Agreement dated     costs, expenses and other amounts,
New York, New York 10019                 as of July 24, 2006, by and among the   as provided for in the Senior
                                         Debtor and Castlerigg Master            Convertible Note and Securities
                                         Investments Ltd. c/o Sandell Asset      Purchase Agreement, all of which is
                                         Management.                             unsecured.
- ------------------------------------------------------------------------------------------------------------------------------------
NAME AND ADDRESS OF PETITIONER           NATURE OF CLAIM                         AMOUNT OF CLAIM
Radcliffe SPC, Ltd. for and on behalf of Past due debt due under the Senior
the Class A Convertible Crossover        Convertible Note issued by Earth        Not less than the principal amount of
Segregated Portfolio                     Biofuels, Inc. pursuant to the          $5,000,000, plus interest, fees, costs,
c/o RG Capital Management, L.P.          Securities Purchase Agreement dated     expenses and other amounts, as
3 Bala Plaza - East                      as of July 24, 2006, by and among the   provided for in the Senior Convertible
Suite 501                                Debtor and Radcliffe SPC, Ltd. for and  Note and Securities Purchase
Bala Cynwyd, Pennsylvania 19004          on behalf of the Class A Convertible    Agreement, all of which is unsecured.
                                         Crossover Segregated Portfolio.
- ------------------------------------------------------------------------------------------------------------------------------------
NAME AND ADDRESS OF PETITIONER           NATURE OF CLAIM                         AMOUNT OF CLAIM
Portside Growth and Opportunity Fund     Past due debt due under the Senior
c/o Ramius Capital Group, L.L.C.         Convertible Note issued by Earth        Not less than the principal amount of
666 Third Avenue                         Biofuels, Inc. pursuant to the          $2,000,000, plus interest, fees, costs,
26th Floor                               Securities Purchase Agreement dated     expenses and other amounts, as
New York, New York 10017                 as of July 24, 2006, by and among the   provided for in the Senior Convertible
                                         Debtor and Portside Growth and          Note and Securities Purchase
                                         Opportunity Fund c/o Ramius Capital     Agreement, all of which is unsecured.
                                         Group, L.L.C.
- ------------------------------------------------------------------------------------------------------------------------------------
NAME AND ADDRESS OF PETITIONER           NATURE OF CLAIM                         AMOUNT OF CLAIM
Cornell Capital Partners, LP             Past due debt due under the Senior
101 Hudson Street                        Convertible Note issued by Earth        Not less than the principal amount of
Suite 3700                               Biofuels, Inc. pursuant to the          $3,000,000, plus interest, fees, costs,
Jersey City, New Jersey 07303            Securities Purchase Agreement dated     expenses and other amounts, as
                                         as of July 24, 2006, by and among the   provided for in the Senior Convertible
                                         Debtor and Cornell Capital Partners,    Note and Securities Purchase
                                         LP.                                     Agreement, all of which is unsecured.
- ------------------------------------------------------------------------------------------------------------------------------------
NAME AND ADDRESS OF PETITIONER           NATURE OF CLAIM                         AMOUNT OF CLAIM
Evolution Master Fund Ltd. SPC, on       Past due debt due under the Senior
behalf of the Segregated Portfolio M     Convertible Note issued by Earth        Not less than the principal amount of
Walker House, Mary Street                Biofuels, Inc. pursuant to the          $11,500,000, plus interest, fees,
P.O. Box 908 GT                          Securities Purchase Agreement dated     costs, expenses and other amounts,
Georgetown, Cayman Island                as of July 24, 2006, by and among the   as provided for in the Senior
                                         Debtor and Cranshire Capital L.P.       Convertible Note and Securities
                                                                                 Purchase Agreement, all of which is
                                                                                 unsecured.
- ------------------------------------------------------------------------------------------------------------------------------------
NOTE: If there are more than three petitioners, attach additional sheets with    TOTAL AMOUNT OF PETITIONERS' CLAIMS
the statement under penalty of perjury, each petitioner's signature under the    Not less than the aggregate principal
statement and the name of attorney and petitioning creditor information in the   amount of $33,000,000, plus interest,
format above.                                                                    fees, costs, expenses and other
                                                                                 amounts, as provided for in the Senior
                                                                                 Convertible Note and Securities
                                                                                 Purchase Agreement, all of which is
                                                                                 unsecured.
- --------------------------------------------------------------------------------------------------------------------------