AMENDMENT
      NO. 1 TO AGREEMENT AND PLAN OF MERGER

     

    JANUARY
      23, 2008

     

    Reference
      is made to the AGREEMENT AND PLAN OF MERGER (the “Agreement”), dated as of
      December 4, 2007, by and among Pure Biofuels Corp., a Nevada corporation
      (“Parent”),
      Pure
      Biofuels del Peru S.A.C, a Peruvian corporation and a 99.9% owned subsidiary
      of
      Parent (“Acquirer”),
      Interpacific Oil S.A.C., a Peruvian corporation (“Target”
(which
      term shall include any subsidiaries of Target as applicable)), Luis Goyzueta
      Angobaldo, Peruvian citizen, identified with DNI No. 10609920; Alberto Pinto
      Rocha, Peruvian citizen, identified with DNI No. 08249574; and Patrick Orlando
      Panizo, Peruvian citizen, identified with Peruvian Passport No. 0552726
      (collectively, the “Target
      Stockholders”).

     

    W
      I T N E
      S S E T H:

     

    WHEREAS,
      the parties hereto have entered into the Agreement where the parties set forth
      certain terms and conditions of the merger of Target with and into Acquirer,
      and
      the parties intend that this Amendment No. 1 to the Agreement (this “Amendment”)
      shall amend the relevant provisions of the Agreement;

     

    WHEREAS,
      capitalized terms used herein and not defined shall have the respective meanings
      ascribed to such terms in the Agreement; and

     

    WHEREAS,
      except as set forth in this Amendment, the terms of the Agreement shall remain
      in full force and effect.

     

    NOW,
      THEREFORE, in consideration of the premises and of the mutual covenants of
      the
      parties hereto, as herein contained, it is mutually agreed among
      them:

     

    1.
      Timing of Payment of Initial Merger Consideration.
      Schedule
      2.7(a) - Merger Consideration
      of the
      Agreement provides that “None of the Merger Consideration shall be payable as of
      the date of the Closing, but the Parent shall be required to pay the $700,000
      cash consideration and 2,166,667 shares of the stock consideration 90 days
      after
      the Closing.” The parties hereby agree that, notwithstanding the foregoing
      sentence, the Parent shall be required to pay the $700,000 cash consideration
      and 2,166,667 shares of the stock consideration within three business days
      of
      the execution of this Amendment and approval of this Amendment by the Parent’s
      board of directors. All other terms and conditions of Schedule
      2.7(a) - Merger Consideration
      of the
      Agreement shall remain the same as set forth in the Agreement.

     

    2.
      Miscellaneous.
      The
      parties hereto agree that all of the provisions of Article 10 - General
      Provisions of the Agreement are hereby incorporated by reference into this
      Amendment and shall fully apply to this Amendment as if such provisions were
      set
      forth in this Amendment.

     

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    IN
      WITNESS WHEREOF, Acquirer, Parent, Target and Target Stockholders have caused
      this Amendment No. 1 to Agreement and Plan of Merger to be executed and
      delivered by each of them or their respective officers thereunto duly
      authorized, all as of the date first written above.

     

    
      	
              PURE
                BIOFUELS CORP.

            
	 	 
	
              By:

            	
              /s/
                Steven Magami

            
	 	
              
                

              

              Steven
                Magami

              President

            
	 
	
              PURE
                BIOFUELS DEL PERU S.A.C.

            
	 	 
	
              By:

            	
              /s/
                Luis Goyzueta

            
	 	
              
                

              

              Luis
                Goyzueta

              Managing
                Director

            
	 
	
              INTERPACIFIC
                OIL S.A.C.

            
	 	 
	
              By:

            	
              /s/
                Luis goyzueta

            
	 	
              
                

              

              Luis
                Goyzueta

              Managing
                Director

            
	 
	
              INTERPACIFIC
                OIL S.A.C.

            
	 	 
	
              By:

            	
              /s/
                Alberto Pinto

            
	 	
              
                

              

              Alberto
                Pinto

              Managing
                Director

            


    

     

    
      	
              TARGET
                STOCKHOLDERS

               

              /s/
                Luis Goyzueta

            
	
              
                

              

              LUIS
                GOYZUETA, shareholder of Interpacific 

              Oil
                S.A.C.

            
	 
	
              /s/
                Alberto Pinto

            
	
              
                

              

              ALBERTO
                PINTO, shareholder of Interpacific 

              Oil
                S.A.C.

            
	 
	
              /s/
                Patrick Orlando

            
	
              
                

              

              PATRICK
                ORLANDO, shareholder of 

              Interpacific
                Oil S.A.C.

            


    

     

    [Signature
      Page - Amendment No. 1 to Agreement and Plan of Merger among Pure Biofuels
      Corp., Pure
      Biofuels del Peru S.A.C., Interpacific
      Oil S.A.C. and the Interpacific Stockholders]

     

    
      
        
        

      

      
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