COMPLETE
      SETTLEMENT AND RELEASE AGREEMENT 

     

    This
      Complete Settlement and Release Agreement (this “Agreement”), dated as of
      January 18, 2008, is by and among Wharton Capital Partners, Ltd. and Wharton
      Capital Markets, LLC (together, “Wharton”) and Pure Biofuels Corp.
      (“PBOF”).

     

    WHEREAS,
      on or
      about April 18, 2007, an agreement was executed by and between Wharton and
      PBOF
      setting forth the terms for a fee to be paid to Wharton by PBOF in connection
      with a financing transaction between PBOF and Cornell Capital Partners (the
      “April 18 Agreement”); 

     

    WHEREAS,
      Wharton
      has claimed that PBOF is in default under the terms of the April 18 Agreement
      and PBOF has denied that it is in default under the terms of the April 18
      Agreement; 

     

    WHEREAS,
      Wharton
      and PBOF have agreed to resolve amicably, fully and finally, any and all
      disputes between them related to the April 18 Agreement; and 

     

    WHEREAS,
      Wharton
      and PBOF desire to settle all claims arising under the April 18 Agreement
      mutually releasing each other from any matter arising thereunder, except that
      nothing in this Agreement shall relieve PBOF of its obligations under the April
      18 Agreement or any other agreement between Wharton and PBOF with respect to
      the
      future closing of any financial transaction between PBOF and either Fusion
      Capital Partners, LLC (“Fusion”) or Alex Greystoke, or any of their respective
      affiliates, associates, successors or assigns. 

     

    NOW,
      THEREFORE, IT IS HEREBY AGREED THAT:

     

    1. Share
      Payments.
      On or
      before January 25, 2008, PBOF agrees to deliver to Wharton: (a) 75,000 shares
      of
      PBOF common stock in two stock certificates as follows: 30,000 shares of PBOF
      common stock issued to “Condor Partners LLC” and 45,000 shares of PBOF common
      stock issued to “Wharton Capital Partners”; (b) $60,000 payable in shares of
      PBOF common stock at an agreed fair market value of $.57 per share (or 105,263
      shares, in the aggregate) issued to “Wharton Capital Partners” (the “Shares
      Underlying the Note”) and (c) 6,172 shares of PBOF common stock representing all
      of the interest owed to Wharton on the Note (as defined in the April 18
      Agreement) issued to “Wharton Capital Partners” (the “Interest Shares”),
      collectively, with shares referred to in clauses (a) and (b) above (the
“Settlement Shares”). 

     

    The
      Settlement Shares are duly authorized and, upon issuance in accordance herewith,
      shall be duly and validly issued, fully paid and non-assessable and free and
      clear of all liens, claims, encumbrance and preemptive or other
      rights.

     

    2. Registration.
      

     

    (a)
      PBOF
      acknowledges that it is preparing to file with the Securities and Exchange
      Commission (“SEC”) a Registration Statement (the “Registration Statement”)
      pursuant to Rule 415 promulgated by the SEC pursuant to the Securities Act
      of
      1933, as amended. PBOF agrees that the Registration Statement, when filed,
      will
      cover the resale of: (i) the Settlement Shares; (ii) the 200,000 shares of
      PBOF
      common stock issuable upon exercise of the warrant to purchase common stock
      issued to Wharton as holder
      on
      April 19,
      2007
      and numbered Warrant No.: PBOF-1-2 (the “Wharton Warrant”); (iii) the 100,000
      shares of PBOF common stock issuable upon exercise of the warrant to purchase
      common stock issued to Condor Partners LLC (“Condor”) as holder on April 19,
      2007 and numbered Warrant No.: PBOF-1-3 (the “Condor Warrant”); (iv) the 91,837
      shares of PBOF common stock issued to Wharton on April 25, 2007 under stock
      certificate number 321; and (v) the 91,837 shares of PBOF common stock issued
      to
      Condor on April 25, 2007 under stock certificate number 320, collectively,
      with
      shares referred to in (i) through (iv) above (the “Registrable Shares”); and


     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (b)
      PBOF
      further acknowledges that the beginning of the SEC Rule 144 holding period
      for
      the (i) Shares Underlying the Note and (ii) the Interest Shares, as they are
      each defined in paragraph 1 above, should tack back to April 2007; and


     

    (c)
      PBOF
      further acknowledges that it will cooperate with Wharton and Condor to provide
      SEC Rule 144 opinion of counsel letters to Wharton , Condor and the PBOF
      transfer agent as may be necessary for the removal of the restrictive legend(s)
      from the share certificates relating to any or all of the Registrable Shares
      as
      defined in paragraph 2(a) above.
      

     

    3. Release.
      Each of
      Wharton, on the one hand, and PBOF, on the other hand, hereby releases and
      forever discharges the other and their respective affiliates, officers,
      directors, shareholders, members, successors and assigns (collectively,
“Affiliates”) from all claims, debts, liabilities, obligations, actions, causes
      of action, suits, sums of money, accounts, reckonings, damages and demands
      whatsoever (collectively “Claims”), in law or in equity, against the other party
      and its respective Affiliates, that either party ever had, now has, or
      hereinafter can, shall or may have, for, upon, or by reason of any matter,
      cause
      or thing whatsoever, from the beginning of the world to the date of this
      Agreement, PROVIDED,
      HOWEVER,
      notwithstanding this release provision, nothing in this Agreement shall relieve
      PBOF of its obligations under the April 18 Agreement or any other agreement
      between Wharton and PBOF with respect to the future closing of any financial
      transaction between PBOF and either Fusion or Alex Greystoke, or any of their
      respective affiliates, associates, successors or assigns. 

     

    4. Notices.
      Any
      notices concerning or relating to this Agreement shall be made by regular mail
      and Federal Express to the address of the parties set forth on the signature
      page hereto.

     

    5. Miscellaneous.
      This
      Agreement (a) shall be governed by, and construed in accordance with, the laws
      of the State of New York applicable to contracts entered into and to be
      performed wholly within said State, (b) constitutes the entire agreement of
      the
      parties hereto with respect to the subject matter hereof, superseding all prior
      agreements, written or oral, (c) may not be amended, except in a writing signed
      by both parties (d) may be executed in counterparts, (e) shall be enforceable,
      notwithstanding the unenforceability of any particular provision hereof, with
      respect to all other provisions hereof and (f) may not be assignable by any
      party, except with the prior written consent of the other parties. 

     

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    IN
      WITNESS WHEREOF, the parties hereto have caused this Complete Settlement and
      Release Agreement to be executed by its duly authorized
      representatives.

    
      	 	 	 
	 	PURE BIOFUELS
              CORP
	 
 	 
 	 
 
	
               

            	
              By:  

            	
              /s/
                Luis Humberto Goyzueta

            
	 	 	
              
Luis
              Humberto Goyzueta,
	 	 	Chief Executive Officer
	 	Av. Canaval
              y Moreyra
              380, Of 402
	 	San Isidro,
              Lima -
              Peru


    

    


    
      
        	 	 	 
	 	WHARTON CAPITAL PARTNERS,
                LTD.
	 
 	 
 	 
 
	 	By:  	
                /s/
                  Barry Minsky

              
	 	 	
                
Barry
                Minsky,
	 	 	Chief Executive Officer
	 	444 Madison
                Avenue,
                40th
                Floor
	 	New York,
                NY
                10022


      

    

    
      


      
        
          	 	 	 
	 	WHARTON CAPITAL MARKETS,
                  LLC
	 
 	 
 	 
 
	
                   

                	
                  By:  

                	
                  /s/
                    Barry Minsky

                
	 	 	
                  
Barry
                  Minsky,
	 	 	
                  Member

                


        

      

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