ESCROW AGREEMENT

Exhibit 99.17

Escrow Agreement dated as of November [ ], 2007 (the “Agreement Date”) among (i) XXXXXXX XXXX & XXXXX LLP (“SRZ”); (ii) LENDERS that are signatories hereto (collectively, the “Lenders”); (iii) EARTH BIOFUELS, INC., a Delaware Corporation, (“EBOF”); (iv) XXXXXX XXXXXXXXXX, (“XxXxxxxxxx”) an individual; and (v) entities listed on the SCHEDULE OF EBOF SUBSIDIARIES attached hereto as Schedule A (individually, a “Subsidiary” and collectively, the “Subsidiaries”). SRZ, the Lenders, EBOF, XxXxxxxxxx, and the Subsidiaries shall each be referred to herein as a “Party” and collectively, the “Parties.”

WHEREAS, EBOF and certain Noteholders¹ are parties to a Securities Purchase Agreement, dated as of July 24, 2006 (the “Securities Purchase Agreement”), pursuant to which EBOF issued (i) 8% Senior Convertible Notes in the aggregate principal amount of $52.5 million, which were unsecured and convertible into shares of EBOF’s common stock at $2.90 per share, and (ii) warrants to purchase in excess of 9,000,000 shares of common stock of EBOF at the exercise price of $2.90; and in connection with the Securities Purchase Agreement, EBOF executed a Registration Rights Agreement under which it agreed to cooperate in the registration of the securities under the Securities Purchase Agreement.

WHEREAS, on July 11, 0000, Xxxxxxxxx, Xxxxxxxxx, Xxxxxxxxxx, Xxxxxxxx and Evolution (collectively, the “Petitioning Creditors”) commenced an involuntary bankruptcy proceeding against EBOF pursuant to Title 11 of the United States Code in the United States Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”), Case No. 07-10928 (CSS) (the “Bankruptcy Case”);

WHEREAS, pursuant to the Interim Restructuring Agreement dated November [ ], 2007 (the “Interim Restructuring Agreement”), the parties thereto agreed to execute the Interim Restructuring Agreement and related exhibits and to place the executed agreement and related exhibits in escrow with SRZ pending the release condition described below;

WHEREAS, pursuant to the Purchase and Sale Agreements, each dated November [ ], 2007 (the “Purchase and Sale Agreements”), the parties thereto agreed to execute the Purchase and Sale Agreements and to place each executed agreement in escrow with SRZ pending the release condition described below;

WHEREAS, pursuant to the Release, dated November [ ], 2007 (the “Release”) the parties thereto agreed to execute the Release and to place the executed Release in escrow with SRZ pending the release condition described below;

WHEREAS, pursuant to the Guaranty by Xxxxxx XxXxxxxxxx, dated November [ ], 2007 (the “XxXxxxxxxx Guaranty”) the parties thereto agreed to execute the XxXxxxxxxx


¹		“Noteholders” shall mean Castlerigg Master Investments Ltd. (“Castlerigg”); Radcliffe SPC, Ltd. for and on behalf of the Class A Convertible Crossover Segregated Portfolio (“Radcliffe”); Cranshire Capital L.P. (“Cranshire”); and YA Global Investments, L.P. (formerly known as Cornell Capital, L.P. (“Yorkville”)), Portside Growth and Opportunity Fund (“Portside”), Capital Ventures International, Evolution Master Fund Ltd. SPC, Segregated Portfolio M (“Evolution”), and Kings Road Investments Ltd.

Guaranty and to place the executed XxXxxxxxxx Guaranty in escrow with SRZ pending the release condition described below;

WHEREAS, pursuant to the Guaranty by the Subsidiaries, dated November [___], 2007 (the “Subsidiary Guaranty”) the parties thereto agreed to execute the Subsidiary Guaranty and to place the executed Subsidiary Guaranty in escrow with SRZ pending the release condition described below;

WHEREAS, pursuant to the Confessions of Judgment, each dated November [___], 2007 (the “Confessions of Judgment”) EBOF agreed to execute the Confessions of Judgment and to place the executed Confessions of Judgment in escrow with SRZ pending the release condition described below;

WHEREAS, SRZ has agreed to serve as escrow agent pursuant to the terms and conditions hereof and to hold and release the (i) Interim Restructuring Agreement; (ii) Purchase and Sale Agreements; (iii) Release; (iv) XxXxxxxxxx Guaranty; (v) Subsidiary Guaranty; and (vi) Confessions of Judgment (collectively, the “Escrow Documents”) in accordance with section 3 of this Escrow Agreement.

NOW, THEREFORE, in consideration of the promises and mutual covenants contained herein, the Parties hereto agree as follows:

1. Appointment of and Acceptance by SRZ. The Parties hereby appoint SRZ to serve as escrow agent hereunder. SRZ hereby accepts such appointment and, upon receipt of the Escrow Documents, agrees to hold and release the Escrow Documents in accordance with this Escrow Agreement. SRZ does not have any interest in the Escrow Documents but is serving as escrow agent only and having only possession thereof.

2. Delivery of Escrow Documents to SRZ. Each Party hereto agrees to deliver original versions of the executed Escrow Documents (applicable to such Party) to SRZ.

3. Release Conditions. SRZ shall hold the Escrow Documents until the date that is the earlier of (i) an order dismissing the Bankruptcy Case (a “Dismissal Order”) is entered on the Bankruptcy Court’s docket and such order is not subject to a stay (the “Dismissal Date”); and (ii) December 21, 2007. If the Dismissal Date occurs on or before December 21, 2007 (or such later date as may be agreed in writing by all Lenders prior to the expiration of such date or dates), the provisions of the Escrow Documents not already effective shall become effective upon the Dismissal Date with no further action required by any Party, and SRZ shall release the Escrow Documents to the respective Parties that are signatories to such documents. If the Dismissal Date fails to occur on or before December 21, 2007 (or such later date as may be agreed in writing by all Lenders prior to the expiration of such date or dates) (a “Failure Event”), then, (a) EBOF shall immediately file a notice of withdrawal of the joint motion to dismiss the Bankruptcy Case (the “Withdrawal Notice”), which the Lenders that are Petitioning Creditors hereby authorize upon the occurrence of a Failure Event (or if EBOF fails to do so, EBOF hereby authorizes the Lenders that are Petitioning Creditors to do so on EBOF’s behalf), and (b) the Escrow Documents shall be of no further force or effect, and SRZ shall return the Escrow Documents to the respective Parties that delivered such documents to SRZ upon entry of the

Withdrawal Notice on the docket of the Bankruptcy Court, provided that a Dismissal Order has not been previously docketed. If the joint motion to dismiss the Bankruptcy Case is denied, or a Withdrawal Notice is filed before a Dismissal Order (if any) is entered as provided above, in each case, to the fullest extent possible each of the Parties shall be restored to the position it held immediately before the Agreement Date, the Escrow Documents shall be of no further force or effect, and SRZ shall return the Escrow Documents to the respective Parties that delivered such documents to SRZ.

4. Duties and Responsibilities of SRZ. The Parties acknowledge and agree that SRZ (i) shall be obligated only for the performance of such duties as are specifically set forth in this Escrow Agreement; (ii) may rely on and shall be protected in acting or refraining from acting upon any written notice, instruction, instrument, statement, request or document furnished to it hereunder and believed by it to be genuine and to have been signed or presented by the proper person, and shall have no responsibility for determining the accuracy thereof.

5. Exculpation and Indemnification. SRZ shall not be liable for, and each Party shall jointly and severally indemnify and hold SRZ harmless from and against, any and all losses, liabilities, claims, actions, damages and expenses, including attorneys’ fees and disbursements, arising out of or in connection with this Escrow Agreement. This section shall survive termination of this Escrow Agreement.

6. Termination. This Escrow Agreement shall continue in effect until the earlier of the following to occur: (i) all Escrow Documents are released, or (ii) December 21, 2007, unless such date is extended in writing by all Lenders.

7. Notices. Any written notice required to be given under this Escrow Agreement shall be sent to the following by mail, electronic mail or facsimile, and shall be deemed given upon such mailing and sending by facsimile:

If to SRZ:

Xxxxxxx Xxxx & Xxxxx LLP
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Telephone:  (000) 000-0000
Facsimile:   (000) 000-0000
Attention:    Xxxxx X. Xxxxxxx, Esq. (xxxxx.xxxxxxx@xxx.xxx)
                    Xxxxxxx X. Xxxxx, Esq. (xxxxxxx.xxxxx@xxx.xxx)

If to EBOF, Xxxxxx XxXxxxxxxx, or the Subsidiaries:

0000 Xxxx Xxxxxx, Xxxxx 000
Xxxxxx, Xxxxx 00000
Telephone:  (000) 000-0000
Facsimile:   (000) 000-0000
Attention:    Xxxxxx XxXxxxxxxx

with a copy to:

Akin Gump Xxxxxxx Xxxxx & Xxxx LLP
0000 Xxxxxxx Xxxxxx, Xxxxx 0000
Xxxxxx, Xxxxx 00000
Telephone:  (000) 000-0000
Facsimile:   (000) 000-0000
Attention:    Xxxxxxx X. Xxxxx, Esq.

If to Castlerigg (to the extent a signatory hereto):

00 Xxxx 00xx Xxxxxx
00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Telephone:  (000) 000-0000
Facsimile:   (000) 000-0000
Attention:    Cem Hacioglu (xxxxxxxxx@xxxxxxxxxxx.xxx)
                    Xxxxxxx Xxxxxxx (xxxxxxxx@xxxxxxxxxxx.xxx)

with a copy to:

Xxxxxxx Xxxx & Xxxxx LLP
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Telephone:  (000) 000-0000
Facsimile:   (000) 000-0000
Attention:    Xxxxx X. Xxxxxxx, Esq. (xxxxx.xxxxxxx@xxx.xxx)
                    Xxxxxxx X. Xxxxx, Esq. (xxxxxxx.xxxxx@xxx.xxx)

If to Radcliffe (to the extent a signatory hereto):

x/x XX Xxxxxxx Xxxxxxxxxx, X.X.
0 Xxxx Xxxxx — East, Suite 501
Bala Cynwyd, PA 19004
Telephone:  (000) 000-0000
Facsimile:   (000) 000-0000
Attention:    Xxxxxx X. Xxxxxxxxxx
                    (xxxxxxxxxxx@xxxxxxxxxxxxxx.xxx)

with a copy to:

Xxxxxx Xxxxxx Xxxxxxxxx Xxxx and Xxxx LLP
000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Telephone:  (000) 000-0000

Facsimile: (000) 000-0000
Attention: Xxxxxx X. Xxxxx, Esq. (Xxxxxx.Xxxxx@xxxxxxxxxx.xxx)

If to Yorkville (to the extent a signatory hereto):

000 Xxxxxx Xxxxxx, Xxxxx 0000
Xxxxxx Xxxx, Xxx Xxxxxx 00000
Attention: Xxxx Xxxxxx, Esq. (xxxxxxx@xxxxxxxxxxxxxxxxx.xxx)

with a copy to:

Xxxxx Xxxxx L.L.P.
0000 Xxxx Xxxxxx
Xxxxxx, Xxxxx 00000
Telephone:  (000) 000-0000
Facsimile:   (000) 000-0000
Attention:    X. Xxxxxx XxXxxxxx, Esq. (xxxxxx.xxxxxxxx@xxxxxxxxxx.xxx)

If to Cranshire (to the extent a signatory hereto):

Xxxxxxxxx Traurig LLP
00 X. Xxxxxx Xx., Xxxxx 0000
Xxxxxxx, Xxxxxxxx 00000
Telephone:  (000) 000-0000
Facsimile:   (000) 000-0000
Attention:    Xxxx Xxxxx, Esq. (xxxxxx@xxxxx.xxx)
                    Xxxxx Xxxxxxxxx (xxxxxxxxxx@xxxxx.xxx)

If to Evolution (to the extent a signatory hereto):

c/o Evolution Capital Management LLC
0000 Xxxxxxx Xxxxxxxxx, Xxxxx 000X
Xxxxx Xxxxxx, Xxxxxxxxxx 00000
Telephone:  (000) 000-0000
Attention:    Xxxxx X. Xxx (xxxxx.xxx@xxxxxxx.xxx)

with a copy to:

Cadwalader, Xxxxxxxxxx & Xxxx LLP
Xxx Xxxxx Xxxxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Telephone:  (000) 000-0000
Facsimile:   (000) 000-0000
Attention:    Xxxxxxx X. Xxxxxxx, Esq.
                    (xxxxxxx.xxxxxxx@xxx.xxx)

If to Kings Road (to the extent a signatory hereto):

c/o Polygon Investment Partners LP
000 Xxxxxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Telephone:  (000) 000-0000
Facsimile:   (000) 000-0000
Attention:    Xxxx X.X. Xxxxxxxxx
                    (xxxxxxxxxx@xxxxxxxxxx.xxx)
Xxxxxxx X. Xxxxx (xxxxxx@xxxxxxxxxx.xxx)

with a copy to:

Xxxxxx & Xxxxxxx LLP
000 Xxxx Xxxxx Xxxxxx, Xxxxx 0000
Xxx Xxxxxxx, Xxxxxxxxxx 00000
Telephone:  (000) 000-0000
Facsimile:   (000) 000-0000
Attention:    Xxxxxxx Xxxxx, Esq. (xxxx.xxxxx@xx.xxx)

If to CVI (to the extent a signatory hereto):

c/o Heights Capital Management
000 Xxxxxxxxxx Xxxxxx, Xxxxx 0000
Xxx Xxxxxxxxx, Xxxxxxxxxx 00000
Telephone:  (000) 000-0000
Facsimile:   (000) 000-0000
Attention:    Xxxxxxx Xxxxxx (Xxxxxxx.Xxxxxx@xxx.xxx)

with a copy to:

Klehr, Harrison, Xxxxxx, Branzburg & Xxxxxx, LLP
000 Xxxxxx Xxxxxx, Xxxxx 0000
Xxxxxxxxxx, Xxxxxxxx 00000
Telephone:  (000) 000-0000
Facsimile:   (000) 000-0000
Attention:    Xxxxxxx X. Xxxx, Esq. (xxxxx@xxxxx.xxx)

If to Portside (to the extent a signatory hereto):

c/o Ramius Capital Group, L.L.C.
000 Xxxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Telephone:  (000) 000-0000
Facsimile:   (000) 000-0000
Attention:    Xxxxxxx Xxxxx (xxxxxx@xxxxxx.xxx)
                    Xxxxx Xxxx (xxxxx@xxxxxx.xxx)
                    Xxxx Xxxxxxx (xxxxxxxx@xxxxxx.xxx)

with a copy to:

Xxxxxxxx, Xxxxxxx & Xxxxxx
000 Xxxxx Xxxxxxxx Xxxxxx, Xxxxx 0000
Xxx Xxxxxxx, Xxxxxxxxxx 00000
Telephone:  (000) 000-0000
Facsimile:   (000) 000-0000
Attention:    Xxxxx Xxxxxxx, Esq. (xxxxxxxx@xxxxxxxxxx.xxx)

8. Governing Law, Jurisdiction, Jury Trial. All questions concerning the construction, validity, enforcement and interpretation of this Escrow Agreement shall be governed by the internal laws of the State of New York, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of New York or any other jurisdictions) that would cause the application of the laws of any jurisdiction other than the State of New York. The Parties hereby irrevocably submit to the exclusive jurisdiction of the state and federal courts sitting in The City of New York, Borough of Manhattan, for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waive, and agree not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. The Parties hereby irrevocably waive personal service of process and consent to process being served in any such suit, action or proceeding by mailing a copy thereof to such Party at the address for such notices to it under this Escrow Agreement and agree that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH OR ARISING OUT OF THIS ESCROW AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY.

9. Counterparts. This Escrow Agreement may be executed in any number of counterparts, each of which shall be an original, but such counterparts shall together constitute but one and the same instrument.

10. Headings. Section headings are for convenience of reference only and shall in no way affect the interpretation of this Escrow Agreement.

11. Recitals. The recital and introductory paragraphs hereof are a part hereof, form a basis for this Escrow Agreement and shall be considered prima facie evidence of the facts and documents referred to therein.

12. Effective Date. This Escrow Agreement shall be effective as of the date first mentioned above.

IN WITNESS WHEREOF, the Parties to this Escrow Agreement have caused their respective signature page to this Escrow Agreement to be duly executed as of the date first written above.


Earth Biofuels, Inc.		Castlerigg Master Investments Ltd. By: Xxxxxxx Asset Management Corp.

By:		By:

	Name:		Name:
	Title:		Title:

Evolution Master Fund Ltd. SPC, Segregated Portfolio M		Capital Ventures International

		By: Heights Capital Management, Inc. its authorized agent

By:		By:

	Name:		Name:
	Title:		Title:

Radcliffe SPC, Ltd. for and on behalf of the Class A Convertible Crossover Segregated Portfolio		YA Global Investments, L.P. (formerly, Cornell Capital Partners, LP

By: RG Capital Management Company, LLC		By: Yorkville Advisors, LLC
By: RGC Management Company, LLC		Its: General Partner

By:		By:

	Name:		Name:
	Title:		Title:

Cranshire Capital, LP		Portside Growth and Opportunity Fund

By:		By:

	Name:		Name:
	Title:		Title:

Kings Road Investments Ltd.

By:

	Name:
	Title:

IN WITNESS WHEREOF, the parties to this Escrow Agreement have caused their respective signature page to this Escrow Agreement to be duly executed as of the date first written above.



	Name
	Signature
	Address


STATE OF TEXAS COUNTY OF DALLAS		) ) )		ss.

BEFORE ME, the undersigned authority, on this day personally appeared XXXXXX XXXXXXXXXX, known to me to be the person whose name is subscribed to the foregoing instrument, and acknowledged to me that he executed the same for the purposes and consideration therein expressed, and in the capacity therein stated.

Given under my hand and seal of office, this ___day of __________, 2007.


(Seal)		Notary Public, State of Texas
		(Notary’s Name Typed or Printed)
My Commission Expires:

IN WITNESS WHEREOF, the parties to this Escrow Agreement have caused their respective signature page to this Escrow Agreement to be duly executed as of the date first written above.


Earth LNG, Inc.		Earth Biofuels, Technology Co, LLC d/b/a Advanced Biofuels Technology, LLC

By:		By:

	Name:		Name:
	Title:		Title:

Applied LNG Technologies, USA, LLC		Earth Biofuels Distribution Co.

By:		By:

	Name:		Name:
	Title:		Title:

Alternative Dual Fuels, Inc. d/b/a Apollo Leasing, Inc.		Earth Biofuels of Cordele, LLC

By:		By:

	Name:		Name:
	Title:		Title:

Arizona LNG, LLC		B20 Customs LLC

By:		By:

	Name:		Name:
	Title:		Title:

Fleet Star, Inc.		Earth Biofuels Operating, Inc.

By:		By:

	Name:		Name:
	Title:		Title:

Xxxxxx Biofuels, LLC		Earth Biofuels Retail Fuels, Co.

By:		By:

	Name:		Name:
	Title:		Title:



Earth Ethanol of Washington LLC		Earth Ethanol, Inc.

By:		By:

	Name:		Name:
	Title:		Title:

IN WITNESS WHEREOF, the Parties to this Escrow Agreement have caused their respective signature page to this Escrow Agreement to be duly executed as of the date first written above.


	XXXXXXX XXXX & XXXXX LLP in its capacity as escrow agent

	By:
	Title:

SCHEDULE A

SCHEDULE OF EBOF SUBSIDIARIES

Subsidiary

Earth LNG, Inc.

Applied LNG Technologies, USA, LLC

Alternative Dual Fuels, Inc. d/b/a Apollo Leasing, Inc.

Arizona LNG, LLC

Fleet Star, Inc.

Xxxxxx Biofuels, LLC

Earth Biofuels, Technology Co, LLC d/b/a Advanced Biofuels Technology, LLC

Earth Biofuels Distribution Co

Earth Biofuels of Cordele, LLC

B20 Customs LLC

Earth Biofuels Operating, Inc.

Earth Biofuels Retail Fuels, Co.

Earth Ethanol, Inc.

Earth Ethanol of Washington LLC

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ESCROW AGREEMENT

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