ENVIRONMENTAL
      INDEMNITY

     

    ENVIRONMENTAL
      INDEMNITY, is dated as of September 10, 2007 (this “Agreement”),
      by
      Pure Biofuels Del Peru S.A.C., a Peruvian corporation (“Pure
      Biofuels”)
      and
      Palma Industrial S.A.C., a Peruvian corporation (“Palma”
and,
      together with Pure Biofuels, collectively, the “Indemnitors”),
      each
      having an office at Av. Canaval y Moreyra 380 of 402, San Isidro, Lima, Peru,
      in
      favor of Plainfield Special Situations Master Fund Limited, as Administrative
      Agent (together with any successor administrative agent, the “Administrative
      Agent”),
      having an office at 55 Railroad Avenue, Greenwich CT 06830, for the benefit
      of
      the Creditors (as defined below).

     

    RECITALS:

     

    WHEREAS,
      Pure Biofuels Corporation, the Indemnitors, the lenders from time to time party
      thereto (the “Lenders”),
      and
      the Administrative Agent, as Lead Arranger have entered into a Loan Agreement,
      dated as of the date hereof (as amended, restated, replaced, supplemented or
      otherwise modified from time to time, the “Loan
      Agreement”),
      providing for the making of Loans to Borrowers, all as contemplated therein
      (the
      Lenders and the Administrative Agent, are herein called the “Creditors”);

     

    WHEREAS,
      it is a condition precedent to the making of Loans under the Loan Agreement
      that
      Indemnitors shall have executed and delivered to the Administrative Agent this
      Agreement; and

     

    WHEREAS,
      the forgoing recitals are intended to form an integral part of this
      Agreement.

     

    NOW,
      THEREFORE, in consideration of the foregoing premises, Ten Dollars ($10.00)
      paid
      in hand, and other good and valuable consideration, the receipt and sufficiency
      of which are hereby acknowledged, Indemnitor agrees as follows:

     

    1.
      Definitions.

     

    (a) The
      following terms shall have the meaning ascribed thereto:

     

    “Administrative
      Agent”
shall
      have the meaning provided in the first paragraph.

     

    “Agreement”
shall
      have the meaning provided in the first paragraph.

     

    “Borrowers”
shall
      have the meaning provided in the Recitals.


    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    Page
      2

     

    “Environmental
      Law”
shall
      mean any federal, state or local statute, regulation or ordinance or any
      judicial or administrative decree or decision, whether now existing or
      hereinafter enacted, promulgated or issued, with respect to the protection
      of
      human health from any environmental hazards, or the environment, or any
      Hazardous Materials, wetlands, landfills, open dumps, storage tanks, underground
      storage tanks, solid waste, waste water, storm water run-off, waste emissions
      or
      wells. Without limiting the generality of the foregoing, the term shall
      encompass each of the following statutes, and regulations promulgated
      thereunder, and amendments and successors to such statutes, and regulations,
      as
      may be enacted and promulgated from time to time: (i) the Comprehensive
      Environmental Response, Compensation and Liability Act of 1980 (codified in
      scattered sections of 26 U.S.C.; 33 U.S.C.; 42 U.S.C. and 42 U.S.C. §9601
et seq.);
      (ii)
      the Resource Conservation and Recovery Act of 1976 (42 U.S.C. §6901 et seq.);
      (iii)
      the Hazardous Materials Transportation Act (49 U.S.C. §1801 et seq.); (iv) the
      Toxic Substances Control Act (15 U.S.C. §2061 et seq.);
      (v)
      the Clean Water Act (33 U.S.C. §1251 et seq.);
      (vi)
      the Clean Air Act (42 U.S.C. §7401 et seq.);
      (vii)
      the Safe Drinking Water Act (21 U.S.C. §349; 42 U.S.C. §201 and §300f
et seq.);
      (viii) the National Environmental Policy Act of 1969 (42 U.S.C. §4321); (ix) the
      Superfund Amendment and Reauthorization Act of 1986 (codified in scattered
      sections of 10 U.S.C., 29 U.S.C. 33 U.S.C. and 42 U.S.C.); and (x) Title III
      of
      the Superfund Amendment and Reauthorization Act (40 U.S.C. §1101 et seq.).

     

    “Hazardous
      Materials”
shall
      mean each and every element, compound, chemical mixture, contaminant, pollutant,
      material, waste or other substance which is defined, determined or identified
      as
      hazardous or toxic under any Environmental Law. Without limiting the generality
      of the foregoing, the term shall mean and include:

     

    (i) “hazardous
      substances”
as
      defined in the Comprehensive Environmental Response, Compensation and Liability
      Act of 1980, the Superfund Amendment and Reauthorization Act of 1986, or Title
      III of the Superfund Amendment and Reauthorization Act, each as amended, and
      regulations promulgated thereunder; 

     

    (ii) “hazardous
      waste”
and
      “regulated substances” as defined in the Resource Conservation and Recovery Act
      of 1976, as amended, and regulations promulgated thereunder;

     

    (iii)
      “hazardous
      materials”
as
      defined in the Hazardous Materials Transportation Act, as amended, and
      regulations promulgated thereunder; and

     

    (iv)
      “chemical
      substance or mixture”
as
      defined in the Toxic Substances Control Act, as amended, and regulations
      promulgated thereunder.

     

    “Indemnified
      Parties”
shall
      mean each Creditor, and each of its parent, subsidiaries and affiliates, each
      of
      their respective shareholders, directors, officers, employees and agents, and
      the successors and assigns of any of them; and “Indemnified Party” shall mean
      any one of the Indemnified Parties.

     

    “Indemnitors”
shall
      have the meaning provided in the first paragraph.

     

    “Lender”
shall
      mean the lenders from time to time party to the Loan Agreement.

     

    “Loan
      Agreement”
shall
      have the meaning provided in the Recitals.

     

    “Property”
shall
      mean all real property owned or leased by any of the Credit
      Parties.


    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    Page
      3

     

     

    “Release”
shall
      mean any spilling, leaking, pumping, pouring, emitting, emptying, discharging,
      injecting, storing, escaping, leaching, dumping, discarding, burying,
      abandoning, or disposing into the environment.

     

    “Threat
      of Release”
shall
      mean a substantial likelihood of a Release which requires action to prevent
      or
      mitigate damage to the environment which may result from such
      Release.

     

    (b) Capitalized
      terms used but not otherwise defined herein shall have the respective meanings
      given thereto in the Loan Agreement, unless otherwise expressly provided herein.
      All references to sections shall be deemed to be references to sections of
      this
      Agreement, unless otherwise indicated.


    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

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      4


    2.
      Indemnity Agreement.
      Each of
      the Indemnitors covenants and agrees, on a joint and several basis and at its
      sole cost and expense, to indemnify, defend (at trial and appellate levels
      and
      with attorneys, consultants and experts selected by Indemnitor and reasonably
      acceptable to Administrative Agent) and hold each Indemnified Party harmless
      against and from any and all liens, damages, losses, liabilities, obligations,
      settlement payments, penalties, assessments, citations, directives, claims,
      litigation, demands, defenses, judgments, suits, proceedings, costs,
      disbursements or expenses of any kind or of any nature whatsoever (including,
      without limitation, but subject to the provisions hereof, reasonable attorneys’,
      consultants’ and experts’ fees and disbursements reasonably incurred in
      investigating, defending against, settling or prosecuting any claim, litigation
      or proceeding) which may at any time be imposed upon, incurred by or asserted
      or
      awarded against such Indemnified Party (except, as to any Indemnified Party,
      to
      the extent arising out of the gross negligence or willful misconduct of any
      Indemnified Party) and arising from or out of: (A) the Release or Threat of
      Release of any Hazardous Materials on, in, under or affecting all or any portion
      of any Property or any surrounding areas, regardless of whether or not caused
      by
      or within the control of any Credit Party or Indemnitor, first occurring prior
      to Administrative Agent or its nominee acquiring title to such Property by
      an
      enforcement action or otherwise; (B) the Release or Threat of Release of
      Hazardous Materials at any other location if the Hazardous Materials were
      generated, treated, stored, transported or disposed of by or on behalf of any
      Credit Party, (C) the material violation of any Environmental Laws relating
      to
      or affecting any Property, any Credit Party, whether or not caused by or within
      the control of any Credit Party or Indemnitor first occurring prior to the
      Administrative Agent or its nominee acquiring possession and control over or
      title to such Property by any enforcement action or otherwise; (D) the failure
      of Indemnitor to comply fully with the terms and conditions of this Agreement;
      (E) the violation of any Environmental Laws in connection with other real
      property of any Credit Party or Indemnitor or any of their respective Affiliates
      which gives or may give rise to any rights whatsoever in any party with respect
      to any Property by virtue of any Environmental Laws; or (F) the enforcement
      of
      this Agreement, including, without limitation, (i) the reasonable costs of
      assessment, containment and/or removal of any and all Hazardous Materials from
      all or any portion of any Property, any adjacent areas, (ii) the costs of any
      actions taken in response to a Release or Threat of Release of any Hazardous
      Materials first occurring prior to Administrative Agent or its nominee acquiring
      title to the affected Property by any enforcement action or otherwise on, in,
      under or affecting all or any portion of any Property, any adjacent areas,
      or
      any other areas to prevent or minimize such Release or Threat of Release so
      that
      it does not migrate or otherwise cause or threaten danger to present or future
      public health, safety, welfare or the environment and (iii) costs incurred
      to
      comply with the Environmental Laws in connection with all or any portion of
      any
      Property, any adjacent areas, or any other areas for violations first occurring
      prior to Administrative Agent or its nominee acquiring title to the affected
      Property. Each of the Indemnitors’ obligations hereunder are separate and
      distinct from its obligations under the other Loan Documents, and Administrative
      Agent’s and the other Indemnified Parties’ rights under this Agreement shall be
      in addition to all rights of Creditors under the other Loan Documents. Each
      of
      the Indemnitors shall be liable for any and all losses or damages incurred
      by
      any Indemnified Party relating to the presence, Release, or Threatened Release
      of any Hazardous Materials on or about any Property as a result of the acts
      or
      negligent omissions of any Credit Party or Indemnitor, or any principal,
      officer, member or partner of any Credit Party or Indemnitor from and after
      the
      date hereof. Each of the Indemnitors shall have no obligation to indemnify,
      defend or hold harmless any Indemnified Party for Losses that result from such
      Indemnified Party’s gross negligence or willful misconduct, but nothing in this
      sentence shall affect such Indemnitor’s obligation to indemnify, defend or hold
      harmless any other Indemnified Party. If any such action or other proceeding
      shall be brought against any Indemnified Party, upon written notice from the
      Indemnitors to such Indemnified Party and the Administrative Agent (given
      reasonably promptly following any Indemnified Party’s notice to Indemnitor of
      such action or proceeding), Indemnitor shall be entitled to assume the defense
      thereof, at Indemnitor’s expense and with the prior written approval of the
      Administrative Agent, with counsel reasonably acceptable to Administrative
      Agent; provided,
      however,
      such
      Indemnified Party may, at its own expense, retain separate counsel to
      participate in such defense, but such participation shall not be deemed to
      give
      such Indemnified Party a right to control such defense, which right Indemnitor
      expressly retains. Notwithstanding the foregoing, each Indemnified Party shall
      have the right subject to the prior written approval of the Administrative
      Agent
      to employ separate counsel at Indemnitor’s expense if, in the reasonable opinion
      of legal counsel, a conflict or potential conflict exists between the
      Indemnified Party and Indemnitor that would make such separate representation
      advisable.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    Page
      5

     

    3.
      Survival.
      (a)
      This Agreement and the indemnities provided herein shall survive the repayment
      of the Obligations and, subject to the terms of such indemnity, shall survive
      the exercise of any remedies under the Loan Documents, including without
      limitation, any remedy in the nature of an enforcement action, and shall not
      merge with any assignment or conveyance given by any Credit Party to any
      Creditor in lieu of an enforcement action.

     

    (b) It
      is
      agreed and intended by each of the Indemnitors and each Indemnified Party that
      this Agreement and the indemnities provided herein may be assigned or otherwise
      transferred by such Indemnified Party to its successors and assigns and to
      any
      subsequent purchaser of all or any portion of the Loans by, through or under
      such Indemnified Party, without notice to either Indemnitor and without any
      further consent of either Indemnitor. To the extent consent of any such
      assignment or transfer is required by law, advance consent to any such
      assignment or transfer is hereby given by the Indemnitors in order to maximize
      the extent and effect of the indemnity given hereby.

     

    (c) Notwithstanding
      anything to the contrary contained in this Agreement, the Loan Agreement or
      the
      other Loan Documents, the obligations and liabilities of the lndemnitors
      hereunder shall terminate, except to the extent of any claims for such indemnity
      then pending five (5) years after the date on which the Loans are repaid in
      full
      and the satisfaction of all Obligations of the Credit Parties under the Loan
      Documents.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

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      6


    4.
      Miscellaneous.
      (a)
No
      Waiver.
      The
      liabilities of Indemnitors under this Agreement shall in no way be limited
      or
      impaired by the Loan Documents. In addition, notwithstanding any terms of any
      of
      the Loan Documents to the contrary, the liability of the Indemnitors under
      this
      Agreement shall in no way be limited or impaired by: (i) any extensions of
      time
      for performance required by any of the Loan Documents; (ii) the accuracy or
      inaccuracy of the representations and warranties made by any Credit Party under
      any of the Loan Documents; (iii) the release of any Credit Party or any other
      Person from performance or observance of any of the agreements, covenants,
      terms
      or conditions contained in the Loan Documents by operation of law, Creditor’s
      voluntary act, or otherwise; (iv) the release or substitution, in whole or
      in
      part, of any security for the Obligations; or (v) any Creditor’s failure to
      perfect, protect, secure or insure any security interest or lien given as
      security for the Obligations; and, in any such case, whether with or without
      notice to the Indemnitors and with or without consideration.

     

    (b) MARSHALLING.
      EACH OF
      THE INDEMNITORS WAIVES ANY RIGHT OR CLAIM OF RIGHT TO CAUSE A MARSHALLING OF
      ANY
      CREDIT PARTY’S ASSETS OR TO CAUSE ANY CREDITOR TO PROCEED AGAINST ANY OF THE
      SECURITY FOR THE LOANS BEFORE PROCEEDING UNDER THIS AGREEMENT AGAINST SUCH
      INDEMNITOR, ANY CREDIT PARTY OR TO PROCEED AGAINST INDEMNITOR OR ANY CREDIT
      PARTY IN ANY PARTICULAR ORDER. EACH OF THE INDEMNITORS AGREES THAT ANY PAYMENTS
      REQUIRED TO BE MADE HEREUNDER SHALL BECOME DUE AND PAYABLE TEN (10) DAYS AFTER
      DEMAND. INDEMNITOR EXPRESSLY WAIVES AND RELINQUISHES ALL RIGHTS AND REMEDIES
      (INCLUDING ANY RIGHTS OF SUBROGATION) ACCORDED BY APPLICABLE LAW TO
      INDEMNITOR.

     

    (c) Joint
      and Several Obligation.
      Each of
      the Indemnitors shall be jointly and severally liable to perform the obligations
      of Indemnitor hereunder. Any one or more Credit Parties or one or more parties
      constituting Indemnitor or any other Person liable upon or in respect of this
      Agreement or the Obligations may be released without affecting the liability
      of
      any Person not so released. 

     

    (d) Further
      Assurances.
      The
      Indemnitors shall execute and acknowledge (or cause to be executed and
      acknowledged) and deliver to Administrative Agent all documents, and take all
      actions, reasonably required by Administrative Agent from time to time to
      confirm the rights created or now or hereafter intended to be created under
      this
      Agreement, to protect and further the validity and enforceability of this
      Agreement or otherwise carry out the purposes of this Agreement.

     

    (e) Notices.
      Except
      as otherwise expressly provided herein, all notices and other communications
      provided for hereunder shall be in writing (including telex or telecopier)
      and
      mailed, telexed, telecopied or delivered: in the case of the Indemnitors, at
      its
      address set forth opposite its signature page below; if to any Lender, at its
      address specified on Schedule
      2
      of the
      Loan Agreement, and if to the Administrative Agent, at the Notice Office. All
      such notices and communications shall, when mailed, telexed or telecopied,
      or
      sent by overnight courier, be effective (x) three (3) Business Days after
      deposited in the mails, (y) one (1) Business Day after delivered to a recognized
      overnight courier, as the case may be, or (z) when sent by telex or telecopier,
      except that notices and communications to the Administrative Agent shall not
      be
      effective until received by the Administrative Agent.


    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

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    (f) Entire
      Agreement.
      This
      Agreement constitutes the entire and final agreement between the Indemnitors
      and
      Indemnified Parties with respect to the subject matter hereof and may only
      be
      changed, amended, modified or waived by an instrument in writing signed by
      Indemnitor and Administrative Agent.

     

    (g) No
      Waiver.
      No
      waiver of any term or condition of this Agreement, whether by delay, omission
      or
      otherwise, shall be effective unless in writing and signed by the party sought
      to be charged, and then such waiver shall be effective only in the specific
      instance and for the purpose for which given. No delay on the part of any
      Indemnified Party in exercising any right, power or privilege under this
      Agreement or any other Loan Document shall operate as a waiver of any privilege,
      power or right hereunder.

     

    (h) Successors
      and Assigns.
      This
      Agreement shall be binding upon each of the Indemnitors and its successors
      and
      assigns and shall inure to the benefit of each Indemnified Party, and their
      respective successors and permitted assigns. The Indemnitors, without the prior
      written consent of Administrative Agent in each instance, may assign, transfer
      or set over to another, in whole or in part, all or any part of its benefits,
      rights, duties and obligations hereunder, including, but not limited to,
      performance of and compliance with conditions hereof, provided that such
      assignment shall not release Indemnitor of its obligations
      hereunder.

     

    (i) Headings
      Descriptive.
      The
      headings of the several sections and subsections of this Agreement are inserted
      for convenience only and shall not in any way affect the meaning or construction
      of any provision of this Agreement.

     

    (j) Counterparts.
      This
      Agreement may be executed in any number of counterparts and by the different
      parties hereto on separate counterparts, each of which when so executed and
      delivered shall be an original, but all of which shall together constitute
      one
      and the same instrument. A set of counterparts executed by all the parties
      hereto shall be lodged with Indemnitor and the Administrative
      Agent.

     

    (k) Severability.
      The
      provisions of this Agreement are severable, and if any one clause or provision
      hereof shall be held invalid or unenforceable in whole or in part, then such
      invalidity or unenforceability shall affect only such clause or provision,
      or
      part thereof, and not any other clause or provision of this
      Agreement.

     

    (l) Statute
      of Limitations.
      Indemnitor hereby waives the pleading of any statute of limitations as a defense
      to the obligation hereunder.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

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      8

     

    5.
      Governing
      Law; Submission to Jurisdiction; Venue; Waiver of Jury Trial.
      

            (a) THIS
      AGREEMENT AND THE OTHER LOAN DOCUMENTS AND THE RIGHTS AND OBLIGATIONS OF THE
      CREDITORS AND THE UNDERSIGNED HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH
      AND BE GOVERNED BY THE LAW OF THE STATE OF NEW YORK (WITHOUT REGARD TO CONFLICTS
      OF LAW PRINCIPLES). THE PARTIES ACKNOWLEDGE THAT NEW YORK HAS A SUBSTANTIAL
      RELATIONSHIP TO THE UNDERLYING TRANSACTIONS RELATED TO THIS AGREEMENT AND TO
      THE
      PARTIES INVOLVED.

     

    (b) ANY
      LEGAL
      ACTION OR PROCEEDING AGAINST EITHER INDEMNITOR, ANY LENDER OR THE ADMINISTRATIVE
      AGENT WITH RESPECT TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT MAY AT THE
      ADMINISTRATIVE AGENT’S OPTION BE BROUGHT IN THE COURTS OF THE STATE OF NEW YORK
      OR OF THE UNITED STATES FOR THE SOUTHERN DISTRICT OF NEW YORK, IN EACH CASE
      WHICH ARE LOCATED IN THE COUNTY OF NEW YORK, AND, BY EXECUTION AND DELIVERY
      OF
      THIS AGREEMENT, EACH OF THE INDEMNITORS HEREBY IRREVOCABLY ACCEPTS FOR ITSELF
      AND IN RESPECT OF ITS PROPERTY, GENERALLY AND UNCONDITIONALLY, THE JURISDICTION
      OF THE AFORESAID COURTS. EACH OF THE INDEMNITORS 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 AGREEMENT OR ANY OTHER LOAN DOCUMENTS BROUGHT IN ANY OF THE AFOREMENTIONED
      COURTS, THAT SUCH COURTS LACK PERSONAL JURISDICTION OVER IT. EACH OF THE
      INDEMNITORS 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 EACH
      INDEMNITOR AT ITS ADDRESS SET FORTH OPPOSITE ITS SIGNATURE BELOW, SUCH SERVICE
      TO BECOME EFFECTIVE THIRTY (30) DAYS AFTER SUCH MAILING. EACH OF THE INDEMNITORS
      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 OR UNDER ANY OTHER CREDIT DOCUMENT THAT SERVICE OF PROCESS
      WAS IN ANY WAY INVALID OR INEFFECTIVE. NOTHING HEREIN SHALL AFFECT THE RIGHT
      OF
      ANY CREDITOR OR THE HOLDER OF ANY NOTE TO SERVE PROCESS IN ANY OTHER MANNER
      PERMITTED BY LAW OR TO COMMENCE LEGAL PROCEEDINGS OR OTHERWISE PROCEED AGAINST
      EACH OF THE INDEMNITOSR AND/OR ANY CREDIT PARTY IN ANY OTHER
      JURISDICTION.

     

    (c) EACH
      OF
      THE INDEMNITORS 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 AGREEMENT OR ANY OTHER
      CREDIT DOCUMENT 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. 


    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    Page
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    (d) EACH
      OF
      THE CREDITORS AND INDEMNITORS TO THIS AGREEMENT HEREBY IRREVOCABLY WAIVES ALL
      RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING
      OUT
      OF OR RELATING TO THIS AGREEMENT, THE OTHER LOAN DOCUMENTS OR THE TRANSACTIONS
      CONTEMPLATED HEREBY OR THEREBY.

     

    6.
      Counterclaims
      and other Actions.
      Each of
      the Indemnitors hereby expressly and unconditionally waives, in connection
      with
      any suit, action or proceeding brought by any Indemnified Party on this
      Agreement, any and every right it may have to (i) interpose any counterclaim
      therein (other than a counterclaim which can only be asserted in the suit,
      action or proceeding and cannot be maintained in a separate action) and (ii)
      have any such suit, action or proceeding consolidated with any other or separate
      suit, action or proceeding.

     

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      10

     

    IN
      WITNESS WHEREOF, Indemnitor has executed and delivered this Agreement as of
      the
      day and year first written above.

     

    PURE
      BIOFUELS DEL PERU S.A.C.

     

     

    By:
      /s/
      Luis Goyzueta

    Title:
      Authorized Signatory

     

    PALMA
      INDUSTRIAL S.A.C.

     

     

    By:
      /s/
      Gonzalo Campos 

    Title:
      General Manager