THE
      SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
      SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE
      SECURITIES HAVE BEEN ACQUIRED SOLELY FOR INVESTMENT PURPOSES AND NOT WITH A
      VIEW
      TOWARD RESALE AND MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED
      IN
      THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER
      THE
      SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS, OR
      AN
      OPINION OF COUNSEL, IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT
      REQUIRED UNDER SAID ACT OR APPLICABLE STATE SECURITIES LAWS.


     

    10%/12%
      SENIOR CONVERTIBLE PIK ELECTION NOTE

     

     

    
      	 $10,000,000	
                New
                York, New York

            
	 	
               September
                12,
                2007

            


    

     

     

    FOR
      VALUE
      RECEIVED, PURE BIOFUELS CORP., a corporation incorporated under the laws of
      the
      state of Nevada (the “Company”),
      hereby promises to pay to Plainfield Peru I LLC or its registered assigns (the
      “Holder”),
      in
      lawful money of the United States of America in immediately available funds,
      at
      the office of the Holder located at Plainfield Peru I LLC, c/o Plainfield Asset
      Management LLC, 55 Railroad Avenue, Greenwich, CT 06830 on September 12, 2012
      the principal sum of TEN MILLION DOLLARS ($10,000,000).

     

    The
      Company promises to pay to the Holder interest on the principal amount of this
      Note at a rate per annum set forth below from the date of issuance until
      maturity. The Company will pay interest on this Note semi-annually in arrears
      on
      March 15 and September 15 of each year, commencing on March 15, 2008, or if
      any
      such day is not a Business Day, on the next succeeding Business Day (each,
      an
“Interest
      Payment Date”).
      Interest on this Note will accrue from the most recent date to which interest
      has been paid or, if no interest has been paid, from and including September
      12,
      2007. The Company will pay interest (including post-petition interest in any
      proceeding under any Bankruptcy Law) on overdue principal and premium, if any,
      and interest on overdue installments of interest, to the extent lawful, from
      time to time on demand at a rate per annum that is 2% in excess of the rate
      otherwise payable. If an Event of Default has occurred and is continuing,
      interest on this Note shall accrue at a rate per annum that is 2% in excess
      of
      the rate otherwise applicable. Interest will be computed on the basis of a
      360-day year comprised of twelve 30-day months. 

     

    The
      Company may, at its option, elect to pay interest on this Note (i) entirely
      in cash (“Cash
      Interest”)
      or
      (ii) entirely by issuing additional Notes (“PIK
      Interest”)
      The
      first payment of interest on this Note shall be in PIK Interest. Thereafter,
      the
      Company must elect the form of interest payment with respect to each interest
      period by delivering a notice to the Holder prior to the beginning of each
      interest period. In the absence of such an election for any interest period,
      interest on this Note will be payable in the form of the interest payment for
      the prior interest period.

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Cash
      Interest on this Note will accrue at the rate of 10% per annum. PIK
      Interest on this Note will accrue at the rate of 12% per annum and be
      payable by issuing additional Notes (“PIK
      Notes”)
      in an
      aggregate principal amount equal to the amount of PIK Interest for the
      applicable interest period (rounded up to the nearest whole dollar) and the
      Company will issue and deliver such PIK Notes to the Holder of this Note. Any
      PIK Notes will be dated as of the applicable interest payment date and will
      bear
      interest from and after such date. All PIK Notes issued pursuant to a PIK
      Payment will mature on September 12, 2012 and will be governed by, and subject
      to the terms, provisions and conditions of, the Purchase Agreement referred
      to
      below and shall have the same rights and benefits as the Notes issued on the
      Issue Date.

     

    The
      Company hereby waives presentment, demand, protest or notice of any kind in
      connection with this Note.

     

    
      	1.  	
              Purchase
                Agreement

            


    

     

    This
      Note
      is one of a series of Senior Convertible PIK Election Notes issued pursuant
      to a
      Securities Purchase Agreement, dated as of September 12, 2007 (as from time
      to
      time amended, the “Purchase Agreement”), between the Company and the purchaser
      named therein and is entitled to the benefits thereof. Each holder of this
      Note
      will be deemed, by its acceptance hereof, (i)
      to have
      agreed to the confidentiality provisions set forth in Section 13.14 of the
      Purchase Agreement and (ii)
      to have
      made the representation set forth in Section 5.2 of the Purchase
      Agreement.

     

    
      	2.  	
              Optional
                Redemption

            


    

     

    This
      Note
      is not subject to optional prepayment or redemption.

     

    
      	3.  	
              Registration
                and Transfer

            


    

     

    This
      Note
      is a registered Note and, as provided in the Purchase Agreement, upon surrender
      of this Note for registration of transfer, duly endorsed, or accompanied by
      a
      written instrument of transfer duly executed, by the registered holder hereof
      or
      such holder's attorney duly authorized in writing, a new Note for a like
      principal amount will be issued to, and registered in the name of, the
      transferee. Prior to due presentment for registration of transfer, the Company
      may treat the person in whose name this Note is registered as the owner hereof
      for the purpose of receiving payment and for all other purposes, and the Company
      will not be affected by any notice to the contrary.

     

    
      	4.  	
              Conversion

            


    

     

    The
      Holder may convert this Note into fully paid and nonassessable shares of Common
      Stock of the Company at any time after the Amendment Date (as defined in the
      Purchase Agreement) and on or prior to September 12, 2012. The initial
      conversion price is $0.60 per share, subject to adjustment as provided in the
      Purchase Agreement. To determine the number of shares issuable upon conversion
      of this Note, divide the principal amount and accrued but unpaid interest to
      be
      converted by the conversion price in effect on the conversion date. In
      connection with the conversion of Notes, no fractions of shares of Common Stock
      shall be issued, but the Company shall, with respect to any fractional interest:
      (i) pay cash with respect to the Market Price of such fractional share; or
      (ii)
      round up to the next whole share of Common Stock.

     

     

    
      
        2

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    
      	5.  	
              Events
                of Default

            


    

     

    If
      an
      Event of Default, as defined in the Purchase Agreement, occurs and is
      continuing, the principal of this Note may be declared or otherwise become
      due
      and payable in the manner, at the price and with the effect provided in the
      Purchase Agreement.

     

    
      
        3

      

      
        
        

        
          

        

      

      
        
        

      

    


    THIS
      NOTE SHALL BE CONSTRUED IN ACCORDANCE WITH AND BE GOVERNED BY THE LAWS OF THE
      STATE OF NEW YORK.

     

     

    PURE
      BIOFUELS CORP.

     

    By:
      /s/
      Luis Goyzueta 

    Name:
      Luis Goyzueta

    Title:
      Chief Executive Officer

     

    
      
        4

      

      
        
        

        
          

        

      

      
        
        

      

    


    ASSIGNMENT
      FORM

    


    To
      assign
      this Note, fill in the form below:

    


    I
      or we
      assign and transfer this Note to

    


    
      
        

      

    

    (Insert
      assignee's soc. sec. or tax I.D. no.)

    


    
      
        

      



    
      
        

      

    

    


    
      
        

      

    

    


    
      
        

      

    

    (Print
      or
      type assignee's name, address and zip code)

    


    


    Your
      Signature:

    


    


    
      
        

      

    

    (Sign
      exactly as your name appears on the Note)

    


    


    Date:
      ______________________________

     


    
      
        5

      

      
        
        

        
          

        

      

      
        
        

      

    


    CONVERSION
      NOTICE

    


    To
      convert this Note into Common Stock of the Company, check the box:

    o

    


    To
      convert only part of this Security, state the principal amount to be
      converted:

    $_____________________.

    


    If
      you
      want the stock certificate made out in another person's name, fill

    in
      the
      form below:

    
      
        

      

    

    (Insert
      assignee's soc. sec. or tax I.D. no.)

    


    
      
        

      

    

    


    
      
        

      

    

    


    
      
        

      

    

    


    
      
        

      
(Print
      or
      type assignee's name, address and zip code)

    


    Your
      Signature:

    


    


    
      
        

      

    

    (Sign
      exactly as your name appears on the Note)

    


    


    Date:
      ______________________________

    


    


    
      
        6