Share Exchange Agreement

SHARE EXCHANGE AGREEMENT

This Share Exchange Agreement (this " Agreement ") is entered into effective as of this 17 th day of November, 2006, by and between Earth Biofuels, Inc., a Delaware corporation (" Earth Biofuels ") and Apollo Resources International, Inc., a Utah corporation (" Apollo ").

RECITALS

WHEREAS, Apollo owns 25,000,000 shares of the common stock of Apollo LNG, Inc., a Texas corporation (" ALNG "), constituting approximately 51% of the issued and outstanding shares of ALNG common stock as of the date of this Agreement; and

WHEREAS, Earth Biofuels and Apollo desire to effect an exchange of the ALNG common stock held by Apollo for shares of Earth Biofuels common stock, as provided for herein.

AGREEMENT

NOW, THEREFORE, in consideration of the premises and the mutual agreements herein set forth, the parties hereto agree as follows:

1. Exchange of ALNG Shares for Earth Biofuels Shares .

a. On the terms and subject to the conditions set forth in this Agreement, at the Closing (defined below), Earth Biofuels shall issue to Apollo nine-million-four-hundred-twenty-two-thousand-one-hundred-eleven (9,422,111) shares of Earth Biofuels common stock, par value $0.001 per share (the " EBI Shares "), in exchange for 25,000,000 shares of ALNG common stock, par value $0.01 per share (the " ALNG Shares ").

b. At the Closing, Apollo shall deliver to Earth Biofuels the certificate(s) representing the ALNG Shares held by Apollo, accompanied by an executed stock power in a form reasonably satisfactory to Earth Biofuels.

c. At the Closing, Earth Biofuels shall deliver to Apollo a certificate representing the EBI Shares, registered in the name of Apollo.

d. The exchange contemplated herein shall take place on the date of this Agreement (the " Closing ").

2. Representations and Warranties of Earth Biofuels . Earth Biofuels hereby represents and warrants as follows:

a. Earth Biofuels is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. Earth Biofuels has the corporate power and authority to own, use, license, lease and operate its properties and to carry on its business as it is now being conducted and as currently proposed to be conducted and is duly qualified, licensed or admitted to do business and is in good standing in each jurisdiction in which the ownership, use, licensing, leasing or operation of its properties, or the conduct or nature of its business, makes such qualification, licensing or admission necessary.

b. Earth Biofuels has all requisite corporate power and authority to enter into, execute and deliver this Agreement, to consummate the transaction contemplated hereby, and to perform its obligations hereunder. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action on the part of Earth Biofuels. This Agreement has been duly executed and delivered by Earth Biofuels. This Agreement constitutes a legal, valid and binding obligation of Earth Biofuels, enforceable against Earth Biofuels in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy and insolvency laws, the rights of creditors generally, and general principles of equity.

c. The authorized equity securities of the Earth Biofuels consists of 415,000,000 shares, consisting of 400,000,000 shares common stock, par value of $0.001, and 15,000,000 shares of preferred stock, par value

1






of $0.001. No third party has any right of first refusal, preemptive right, right of participation, or any similar right to participate in the transactions contemplated by this Agreement, which right has not been complied with prior to the Closing. The issuance and sale of the EBI Shares pursuant to the terms of this Agreement will not (i) obligate Earth Biofuels to issue shares of its common sto ...