PROMISSORY
NOTE

     

    
      	
              $500,000.00

            	
              April
      28, 2009

            


    

     

    FOR VALUE
RECEIVED AND ACKNOWLEDGED, the undersigned, PURE BIOFUELS CORP., a corporation
incorporated under the laws of the state of Nevada (“Payor”), hereby
unconditionally promises to pay to the order of  PLAINFIELD PERU I
LLC, a Delaware limited liability company or its permitted assigns (“Payee”) with an
address c/o Plainfield Asset Management LLC, 55 Railroad Avenue, Greenwich, CT
06830, in lawful money of the United States of America and in immediately
available funds, the principal amount of FIVE HUNDRED THOUSAND DOLLARS
($500,000.00). Payor shall pay the principal amount together with accrued and
unpaid interest on the entire principal amount of this Note at 5% of the
principal amount of this Note to Payee in one (1) installment of $525,000.00 on
the earlier of (a) May 30, 2009 and (b) the date Payor enters into an agreement
with Banco Internacional del Perú - Interbank (“Interbank Peru”) pursuant to
which Interbank Peru will provide term loan financing for Payor and/or one or
more of its existing majority-owned subsidiaries (Pure Biofuels del Peru S.A.C.,
Palma Industrial S.A.C., Ecopalma S.A.C., Aceite Pucallpa S.A.C., Palmas
Tropicales S.A.C. Palmas De Oriente S.A.C. and Pucapalma S.A.C.), as
borrower(s), in a principal amount of not less than $40,330,000 (May 30, 2009 or
such earlier date, the “Maturity
Date”).

     

    1.           Interest.  Any
accrued interest shall be added to the principal sum then owed by Payor to
Payee.  Interest accruing on the unpaid principal amount hereof shall
be paid on the Maturity Date.

     

    2.           Payments.  All
payments hereunder shall be made at the address of Payee set forth herein or at
such other place as Payee may, from time to time, designate.

     

    This Note
may be prepaid, in whole or in part, at any time by Payor without premium or
penalty.

     

    3.           Events
of Default; Acceleration.  If any one or more of the following events
(each hereinafter referred to as an “Event of Default”)
shall have occurred and be continuing and shall not have been cured or
waived:

     

    (a) if
payment of the principal amount of or any other sums due under this Note
(whether at the Maturity Date or by acceleration or otherwise) is not made when
due;

     

    (b) if
default shall be made in the performance or observance of any covenant,
agreement or provision to be performed or observed by Payor under this
Note;

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    (c) if
Payor or any of its subsidiaries shall (i) admit in writing its inability to, or
generally becomes unable to, pay its debts as they become due; (ii) file a
petition in bankruptcy or for reorganization or for the adoption of an
arrangement under any existing or future law of any jurisdiction, domestic or
foreign, relating to bankruptcy, or an answer or other pleading admitting or
failing to deny the material allegations of such a petition or seeking,
consenting to or acquiescing in the relief therein provided; (iii) make a
general assignment for the benefit of its creditors; (iv) consent to the
appointment of a receiver, trustee, custodian or other similar official for all
or any substantial part of its property or to the filing of a petition against
it under said bankruptcy law; (v) be adjudicated insolvent or bankrupt; (vi)
have entered against it a court order appointing a receiver, trustee, custodian
or other similar official for all or any substantial part of its property, or
approving a filing in good faith of a petition filed against it under said
bankruptcy law (in both cases without its consent); (vii) allow the assumption
of custody or sequestration by a court of competent jurisdiction of all or any
substantially part of its property; or (viii) permit an attachment to be made on
any substantial part of its property or assets; or

     

    (d) if
any indebtedness (other than this Note) of Payor or any its subsidiaries shall
be declared to be (or shall become) due and payable, or required to be prepaid
other than by a regularly scheduled required prepayment, prior to the stated
maturity thereof, provided that it shall not be an Event of Default under this
Section 3(d) unless the aggregate principal amount of all such indebtedness is
at least $100,000;

     

    then, and in each and
every such case, Payee may declare the principal amount to be immediately due
and payable and thereupon, if such Event of Default is not remedied or cured
within (i) five (5) days with respect to an Event of Default under subsections
(a) and (d) above, and (ii) thirty (30) days with respect to an Event of Default
under subsection (b) above, in each case after notice thereof to Payor by Payee,
such amounts shall become so due and payable without presentation, protest or
further demand or notice of any kind, all of which are hereby expressly waived,
and Payee shall be entitled to receive, to the extent lawful, reasonable
attorneys’ fees for the collection of such amounts; provided that if an
Event of Default under subsection (c) above shall occur with respect to Payor or
any of its subsidiaries, this Note shall automatically become immediately due
and payable without the giving of any such notice.

     

    4.          Conversion
of this Note Upon an Event of Default.  If an Event of Default under
Section 3(a) above occurs and is continuing, at the Payee’s sole option, in lieu
of the remedies provided under Section 3, this Note shall be converted into, and
Payor shall issue to Payee on the date of such Event of Default, a 10%/12%
Senior Convertible PIK Election Note due 2012 (the “Convertible Note”) in an
aggregate principal amount of $525,000.00, convertible into 13,125,000 shares of
common stock, par value $.001 per share, of Payor (the “Common Stock”) at a
conversion price of $0.04 per share.  Payee may at its sole option
exchange the Convertible Note at any time after the date of the Event of Default
for (a) a promissory note (the “Exchange Note”) issued by Payor, identical in
all respects to the Convertible Note, except that the Exchange Note shall not
have any conversion or exchange rights and (b) a number of shares of Common
Stock equal to the number of shares that would have been issued upon the
conversion of the Convertible Note pursuant to the immediately preceding
sentence divided by 1.2.

     

    
      
         

      

      
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    5.             Waivers.
No course of dealing between Payor and Payee or any delay on the part of Payee
in exercising any rights hereunder shall operate as a waiver of any rights of
Payee, except to the extent expressly waived in writing by Payee.  No
delay or omission by Payee to exercise any right hereunder shall impair any such
right or operate as a waiver thereof or of default hereunder nor shall any
single or partial exercise thereof preclude any other or future exercise thereof
or the exercise of any other right.  The remedies provided herein are
cumulative and are not exclusive of any remedies provided by law or in
equity.  Payor hereby waives, unless otherwise provided for in this
Note, demand, notice of presentment, protest, notice of dishonor and protest,
rights of extension and any defense by reason of extension of time or other
indulgences granted by Payee.

     

    6.           Notices.
All notices, demands, requests, consents, approvals or other communications
(collectively, “Notices”) required or
permitted to be given hereunder or which are given with respect to this Note
shall be in writing and shall be personally served, delivered by reputable air
courier service with charges prepaid, or transmitted by hand delivery, telegram,
telex or facsimile, addressed as set forth below, or to such other address as
such party shall have specified most recently by written
notice.  Notice shall be deemed given on the date of service or
transmission if personally served or transmitted by telegram, telex or
facsimile.  Notice otherwise sent as provided herein shall be deemed
given on the next business day following delivery of such notice to a reputable
air courier service.  Notices shall be delivered as
follows:

     

    
      	
              If
      to Payor:

            	
              Pure
      Biofuels Corp.

            
	 
      	
              Av.
      Canaval y Moreyra 380 of 402

            
	 
      	
              San
      Isidro, Lima

            
	 
      	
              Peru

            
	
               

            	
                    
                Attention:  
      Luis Goyzueta

              

            
	
               

            	
                    
                Telephone:
      +511-221-7365

              

            
	
            	
                    
                Facsimile:   
      +511-221-7347

              

            
	 	 
	
              with
      a copy to:

            	
              Pure
      Biofuels Corp.

            
	 
      	
              1250
      Connecticut Avenue, Suite 200

            
	 
      	
              Washington
      DC, 20036

            
	
            	      
              Attention:  
      Brian Alperstein

            
	
               

            	
                    
                Telephone: 
      202-261-3520

              

            
	
               

            	
                    
                Facsimile:    
      202-261-3523

              

            
	 	 
	
              And
      to:

            	
              DLA
      Piper LLP (US)

            
	 
      	
              1251
      Avenue of the Americas

            
	 
      	
              New
      York, NY 10020-1104

            
	 
      	
              Attn:           
      Daniel I. Goldberg, Esq.

            
	 
      	
              Telephone: 
      212-335-4966

            
	 
      	
              Facsimile:    
      212-884-8466

            
	 	 
	
              if
      to Payee:

            	
              to
      its most recent address as set forth in the books and records of
      Payor

            


    

     

    
      
         

      

      
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              with
      a copy to:

            	
              Plainfield
      Asset Management LLC

            
	 
      	
              55
      Railroad Avenue

            
	 
      	
              Greenwich,
      CT 06830

            
	 
      	
              Attention:  
      General Counsel

            
	 
      	
              Telephone:
      203-302-1700

            
	
               

            	      
              Facsimile:   
      203-302-1779

            
	 	 
	
              And
      to:

            	
              White
      & Case LLP

            
	 
      	
              1155
      Avenue of the Americas

            
	 
      	
              New
      York, New York 10036

            
	 
      	
              Attn:          
      Thomas P. Higgins, Esq.

            
	 
      	
              Telephone:
      212-819-8813

            
	 
      	
              Facsimile:   
      212-354-8113

            


    

     

    7.           Modifications. No
modification or waiver of any of the provisions of this Note shall be effective
unless in writing and signed by Payee, and then only to the extent set forth in
said writing, nor shall any such modification or waiver be applicable except in
the specific instance for which it is given.

     

    8.           Replacement
of Note.  Upon receipt by Payor of evidence satisfactory to it of the
loss, theft, destruction or mutilation of this Note or any Note exchanged for
it, and (in the case of loss, theft or destruction) of indemnity satisfactory to
it, and upon surrender and cancellation of such Note, if mutilated, Payor will
make and deliver in lieu or such Note a new Note of like tenor and unpaid
principal amount and dated as of the original date of this Note.

     

    9.           Further
Assurances. Payor agrees to execute such further instruments and to take such
further action as may be reasonably necessary to carry out the intent of this
Note.

     

    10.         Assignment.  This
Note shall bind Payor and its successors and assigns, and shall inure to the
benefit of Payee and its successors and assigns.

     

    11.         Governing
Law; Submission to Jurisdiction; Venue; Waiver of Jury
Trial.  (a)  THIS NOTE AND THE RIGHTS OF THE HOLDER AND THE
OBLIGATIONS OF PAYOR HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND BE
GOVERNED BY THE LAW OF THE STATE OF NEVADA (WITHOUT REGARD TO CONFLICTS OF LAW
PRINCIPLES). ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS NOTE MAY BE
BROUGHT IN ANY STATE OR FEDERAL COURT WITHIN THE COUNTY OF CLARK, STATE OF
NEVADA AND, BY EXECUTION AND DELIVERY OF THIS NOTE, PAYOR HEREBY IRREVOCABLY
ACCEPTS FOR ITSELF AND IN RESPECT OF ITS PROPERTY, GENERALLY AND
UNCONDITIONALLY, THE JURISDICTION OF THE AFORESAID COURTS.  PAYOR
HEREBY FURTHER IRREVOCABLY WAIVES ANY CLAIM THAT ANY SUCH COURTS LACK PERSONAL
JURISDICTION OVER IT, AND AGREES NOT TO PLEAD OR CLAIM, IN ANY LEGAL ACTION OR
PROCEEDING WITH RESPECT TO THIS NOTE BROUGHT IN ANY OF THE AFOREMENTIONED
COURTS, THAT SUCH COURTS LACK PERSONAL JURISDICTION OVER IT.  PAYOR
FURTHER IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS OUT OF ANY OF THE
AFOREMENTIONED COURTS IN ANY SUCH ACTION OR PROCEEDING BY THE MAILING OF COPIES
THEREOF BY REGISTERED OR CERTIFIED MAIL, POSTAGE PREPAID, TO IT AT ITS ADDRESS
SET FORTH IN SECTION 5, SUCH SERVICE TO BECOME EFFECTIVE 30 DAYS AFTER SUCH
MAILING. PAYOR HEREBY IRREVOCABLY WAIVES ANY OBJECTION TO SUCH SERVICE OF
PROCESS AND FURTHER IRREVOCABLY WAIVES AND AGREES NOT TO PLEAD OR CLAIM IN ANY
ACTION OR PROCEEDING COMMENCED HEREUNDER THAT SERVICE OF PROCESS WAS IN ANY WAY
INVALID OR INEFFECTIVE.  NOTHING HEREIN SHALL AFFECT THE RIGHT OF THE
HOLDER OF THIS NOTE TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR TO
COMMENCE LEGAL PROCEEDINGS OR OTHERWISE PROCEED AGAINST PAYOR IN ANY OTHER
JURISDICTION.

     

    
      
         

      

      
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    (b) PAYOR
HEREBY IRREVOCABLY WAIVES ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO
THE LAYING OF VENUE OF ANY OF THE AFORESAID ACTIONS OR PROCEEDINGS ARISING OUT
OF OR IN CONNECTION WITH THIS NOTE BROUGHT IN THE COURTS REFERRED TO IN CLAUSE
(a) ABOVE AND HEREBY FURTHER IRREVOCABLY WAIVES AND AGREES NOT TO PLEAD OR CLAIM
IN ANY SUCH COURT THAT ANY SUCH ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT
HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.

     

    (c)  PAYOR
HEREBY IRREVOCABLY WAIVES ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING
OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS NOTE.

     

    12.
Miscellaneous.  The invalidity or unenforceability of any provision
hereof shall in no way affect the validity or enforceability of any other
provision.

     

    [Remainder
of page intentionally left blank.]

     

     

     

     

    
      
         

      

      
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    IN WITNESS WHEREOF, Payor has duly
executed this Note on the day and year first above written.

     

    


    
      	 	
              PURE
      BIOFUELS CORP.

            
	 	 
      
	 	 
      
	 	
              By:     
      _________________________

            
	 	
              Name:
      Luis Goyzueta

            
	 	
              Title:  
      CEO

            


    

    


     

    
      
         

      

      
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