THE
      SECURITIES REPRESENTED BY THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE
      UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
      AS AMENDED (THE "ACT"), AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF
      AN
      EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR AN EXEMPTION FROM REGISTRATION
      THEREUNDER.

     

    PURE
      BIOFUELS CORP.

     

    STOCK
      PURCHASE WARRANT

     

    
      	Date of Issuance: September 12,
              2007 	
              Certificate
                No. 1 

            


    

       

    FOR
      VALUE
      RECEIVED, Pure Biofuels Corp., a corporation organized and existing under the
      laws of the State of Nevada (the “Company”),
      hereby grants to Plainfield Peru II LLC or its registered assigns (the
“Holder”)
      the
      right to purchase from the Company, 56,938,245 shares of the Company’s Common
      Stock (the “Warrant
      Shares”)
      at a
      price per share equal to the Exercise Price (as adjusted from time to time
      in
      accordance herewith). Certain capitalized terms used herein are defined in
      Section
      5
      hereof.
      The amount and kind of securities obtainable pursuant to the rights granted
      hereunder and the purchase price for such securities are subject to adjustment
      pursuant to the provisions contained in this Warrant.

     

    1.  Exercise
      of Warrant.

     

    1.1  Exercise
      Period.
      The
      Holder may exercise, in whole or in part the purchase rights represented by
      this
      Warrant at any time and from time to time after the Amendment Date (as defined
      in Section 4 hereof) to and including September 12, 2014 (the “Exercise
      Period”).

     

    1.2  Exercise.
      

     

    (a)  The
      Warrant may be exercised in full by the Holder hereof by delivery of an original
      or facsimile copy of the form of subscription attached as Exhibit
      A
      hereto
      (the “Subscription
      Form”)
      duly
      executed by such Holder and surrender of the original Warrant to the Company
      at
      its principal office and upon payment of the Exercise Price by wire transfer
      or
      cashier’s check drawn on a United States bank or by means of a cashless exercise
      pursuant to Section 1.2 (c).

     

    (b)  This
      Warrant shall be deemed to have been exercised and such certificate or
      certificates representing the Warrant Shares to be issued in connection with
      such exercise shall be deemed to have been issued, and the Holder or any other
      person so designated to be named therein shall be deemed to have become the
      Holder of record of such Warrant Shares for all purposes, as of the date the
      Warrant has been exercised in accordance with the terms hereof, notwithstanding
      that the stock transfer books of the Company shall then be closed or that
      certificates representing such Warrant Shares shall not then be physically
      delivered to the Holder. No deduction shall be made from the amount paid by
      the
      Holder for any commissions, discounts or other expenses incurred by the Company
      for any underwriting of the issue or otherwise in connection
      therewith

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (c)  This
      Warrant may be exercised by means of a “cashless exercise” in which the Holder
      shall be entitled to receive a certificate for the number of Warrant Shares
      equal to the quotient obtained by dividing [(A-B) (X)] by (A),
      where:

     

    (A)
      = the
      Market Price on the date of such election;

    


    (B)
      = the
      Exercise Price of the Warrants, as adjusted; and 

    


    (X)
      = the
      number of Warrant Shares issuable upon exercise of the Warrants in accordance
      with the terms of this Warrant;

     

    provided,
      however,
      that
      this cashless exercise provision may only be utilized with respect to 50% of
      the
      Warrant Shares issuable upon exercise of this Warrant.

     

    (d)  The
      Company shall pay all documentary stamp taxes attributable to the issuance
      of
      Warrant Shares underlying this Warrant upon the exercise as provided herein;
      provided,
      however,
      that
      the Company shall not be required to pay any tax which may be payable in respect
      of any transfer involved in the registration of any certificate for Warrant
      Shares underlying this Warrant in a name other that of the Holder. The Holder
      is
      responsible for all other tax liability that may arise as a result of holding
      or
      transferring this Warrant or receiving shares of Common Stock underlying this
      Warrant upon exercise hereof.

     

    1.3  Partial
      Exercise.
      The
      Warrant may be exercised in part (but not for a fractional share) by surrender
      of this Warrant in the manner and at the place provided in subsection 1.2 except
      that the amount payable by the Holder on such partial exercise shall be the
      amount obtained by multiplying (a) the number of whole Warrant Shares designated
      by the Holder in the Subscription Form by (b) the Exercise Price then in effect.
      On any such partial exercise, the Company, at its expense, will forthwith issue
      and deliver to or on the order of the Holder hereof a new Warrant of like tenor,
      in the name of the Holder hereof or as such Holder (upon payment by such Holder
      of any applicable transfer taxes) may request, the whole number of Warrant
      Shares for which such Warrant may still be exercised.

     

    1.4  Delivery
      of Stock Certificates on Exercise. The Company agrees that the Warrant
      Shares purchased upon exercise of this Warrant shall be deemed to be issued
      to
      the Holder hereof as the record owner of such shares as of the close of business
      on the date on which this Warrant shall have been surrendered and payment made
      for such shares as provided herein. The Company shall deliver the Warrant Shares
      within three (3) Trading Days after exercise of this Warrant (or, in the event
      that payment and the surrendered Warrant is received after 12:00 Noon, New
      York
      City time, within four (4) Trading Days). If the Holder fails to receive a
      certificate or certificates representing the Warrant Shares pursuant to this
      Section 1.4 within the time period required above, then the Holder will have
      the
      right to rescind such exercise.

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    2.  Adjustment
      of Exercise Price and Number of Warrant Shares.
      The
      Exercise Price in effect and the number and kind of securities purchasable
      upon
      the exercise of this Warrant shall be subject to adjustment from time to time
      upon the happening of certain events as provided in this Section 2.

     

    2.1  Dividends,
      Splits, Reclassifications Etc. (a)
      If
      after
      the Issue Date, the Company: (1) pays a dividend or makes a distribution on
      its
      Common Stock in shares of its Common Stock; (2) subdivides its outstanding
      shares of Common Stock into a greater number of shares; or (3) combines its
      outstanding shares of Common Stock into a smaller number of shares; then the
      Exercise Price in effect immediately prior to such action shall be adjusted
      to
      the number obtained by multiplying the Exercise Price by a fraction, the
      numerator which shall be the number of shares of Common Stock outstanding
      immediately prior to such action, and the denominator of which shall be the
      number of shares of Common Stock outstanding immediately following such action.
      

     

    (b)  If
      the
      Company issues any shares of its Common Stock (or is deemed to have issued
      shares of Common Stock) at a price below the Exercise Price, the Exercise Price
      shall be adjusted as follows:

     

    
      	
              X

            	
              =

            	
              Number
                of shares of Common Stock (i) outstanding immediately prior to the
                issuance, and (ii) then issuable upon exercise of any of the Company’s
                outstanding securities including, options, warrants and the
                Notes

            
	
              YA

            	
              =

            	
              Exercise
                Price immediately prior to the announcement of the
                issuance

            
	
              ZB

            	
              =

            	
              Aggregate
                consideration received by the Corporation

            
	
              Y

            	
              =

            	
              Number
                of shares of Common Stock issued (or deemed issued) in the new
                issuance

            
	
              YAB

            	
              =

            	
              New
                Exercise Price

            


    

    


    
      	
              YAB

            	
              =

            	
              YA
                ( (X + ZB/YA
                )
                / (X + /Y) )

            


    

    


    (c)  If
      the
      Company issues any shares of its Common Stock (or is deemed to have issued
      shares of Common Stock) at a price below the Market Price, the Exercise Price
      shall be adjusted as follows:

     

    
      	
              X

            	
              =

            	
              Number
                of shares of Common Stock (i) outstanding immediately prior to the
                issuance, and (ii) then issuable upon exercise of any of the Company’s
                outstanding securities including, options, warrants and the
                Notes

            
	
              YA

            	
              =

            	
              Exercise
                Price immediately prior to the announcement of the
                issuance

            
	
              ZB

            	
              =

            	
              Aggregate
                consideration received by the Corporation

            
	
              M

            	
              =

            	
              Market
                Price immediately prior to the announcement of the
                issuance

            
	
              Y

            	
              =

            	
              Number
                of shares of Common Stock issued (or deemed issued) in the new
                issuance

            
	
              YAB

            	
              =

            	
              New
                Exercise Price

            


    

    


    
      	
              YAB

            	
              =

            	
              YA
                ( (X + ZB/YA
                )
                / (X + /Y) )

            
	 	 	 


    

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

    


    (d)  If
      the
      Company makes any distribution payable in securities or assets of the Company
      (other than shares of Common Stock), then and in each such event provision
      shall
      be made so that the Holder of this Warrant shall receive upon exercise, in
      addition to the number of shares of Common Stock receivable hereupon, the amount
      of securities or assets of the Company which the Holder would have received
      had
      this Warrant been converted into Common Stock on the date of such event and
      had
      the Holder thereafter, during the period from the date of such event to and
      including the date of exercise, retained such securities or assets receivable
      by
      them as aforesaid during such period, subject to all other adjustment called
      for
      during such period under this Section 2.

     

    (e)  The
      adjustment shall become effective immediately after the record date in the
      case
      of a dividend or distribution and immediately after the effective date in the
      case of a subdivision, combination or reclassification. If after an adjustment,
      a Holder of a share of this Warrant upon conversion of such Warrant may receive
      shares of two or more classes of Capital Stock of the Company, the Exercise
      Price will thereafter be subject to adjustment upon the occurrence of an action
      taken with respect to any such class of Capital Stock with respect to the Common
      Stock on terms comparable to those applicable to Common Stock described
      herein.

     

    (f)  Only
      one
      adjustment shall be made with respect to any event causing an adjustment. If
      an
      adjustment is required by Section 2.1(b) and (c) hereof, only the adjustment
      resulting in the greatest decrease in the Exercise Price shall be
      made.

     

    (g)  For
      purposes of Section 2.1(b) and (c):

     

    (i) If
      the
      Company issues any options, warrants or other securities convertible into or
      exchangeable or exercisable for Common Stock (“Convertible
      Securities”),
      then
      the number of shares of Common Stock issuable upon the exercise, exchange or
      conversion of such Convertible Securities, shall be deemed to be the issuance
      of
      Common Stock;

     

    (ii) The
      consideration receivable by the Company for Common Stock deemed issued pursuant
      to the preceding clause (i), shall be the total amount, if any, received by
      the
      Company as consideration for the issuance of such Convertible Securities, plus
      the aggregate amount of additional consideration payable to the Company upon
      the
      exercise, exchange or conversion of such Convertible Securities;
      and

     

    (iii) Upon
      the
      expiration or termination of any Convertible Securities, the Conversion Price,
      to the extent in any way affected by or computed using such Convertible
      Securities, shall then be recomputed to reflect the issuance of only the number
      of shares of Common Stock (and Convertible Securities which remain in effect)
      that were actually issued upon the exercise, exchange or conversion of such
      Convertible Securities.

     

    (h)  No
      adjustment in the Exercise Price need be made unless the adjustment would
      require an increase or decrease of at least $0.01 in the Exercise Price. Any
      adjustments that are not made shall be carried forward and taken into account
      in
      any subsequent adjustment. All calculations relating to anti-dilution
      adjustments shall be made to the nearest cent.

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    (i)  No
      adjustment need be made for rights to purchase Common Stock except upon the
      exercise thereof. In addition, no adjustment need be made for a change in the
      par value or no par value of the Common Stock. No adjustment shall be made
      to
      the Exercise Price for the issuance of any Excluded Stock.

     

    (j)  If
      the
      Company is a party to a transaction involving a sale of substantially all of
      the
      assets of the Company or a merger or binding share exchange which reclassifies
      or changes its outstanding Common Stock, the person obligated to deliver
      securities, cash or other assets upon conversion of this Warrant will be
      required to assume the obligations of the Company with respect to this Warrant.
      In addition, if the Company in connection with any such transaction makes a
      distribution to all holders of its Common Stock of any of its assets, or debt
      securities or any rights, warrants or options to purchase securities of the
      Company, then, from and after the record date for determining the holders of
      Common Stock entitled to receive the distribution, a holder of a share of this
      Warrant that exercises this Warrant would, upon such conversion, be entitled
      to
      receive, in addition to the shares of Common Stock into which such Warrant
      is
      exercisable, the kind and amount of securities, cash or other assets comprising
      the distribution that such holder would have received if such holder had
      exercised the Warrant immediately prior to the record date for determining
      the
      holders of Common Stock entitled to receive the distribution.

     

    (k)  Whenever
      the Exercise Price is adjusted in accordance with this Section 2, the Company
      shall: (1) forthwith compute the Exercise Price in accordance with this Section
      2 and prepare and transmit to the Transfer Agent a certificate form an Officer
      setting forth the Exercise Price, the method of calculation thereof in
      reasonable detail, and the facts requiring such adjustment and upon which such
      adjustment is based; and (2) as soon as practicable following the occurrence
      of
      an event that requires an adjustment to the Exercise Price pursuant to Section
      2
      (or if the Company is not aware of such occurrence, as soon as practicable
      after
      becoming so aware), provide a written notice to the holder of the Warrant of
      the
      occurrence of such event and a statement setting forth in reasonable detail
      the
      method by which the adjustment to the Exercise Price was determined and setting
      forth the adjusted Exercise Price.

     

    (l)  After
      an
      adjustment to the Exercise Price, any subsequent event requiring an adjustment
      will cause a subsequent adjustment to the Exercise Price as so
      adjusted.

     

    (m)  In
      connection with the exercise of this Warrant, 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. 

     

    3.  Certificate
      as to Adjustments.
      In each
      case of any adjustment or readjustment in the Warrant Shares issuable on the
      exercise of the Warrants, the Company will cause an Officer or other appropriate
      designee to compute such adjustment or readjustment in accordance with the
      terms
      of the Warrant and prepare a certificate setting forth such adjustment or
      readjustment and showing in detail the facts upon which such adjustment or
      readjustment is based, including the number of Warrant Shares to be received
      upon exercise of this Warrant, in effect immediately prior to such adjustment
      or
      readjustment and as adjusted or readjusted as provided in this Warrant. The
      Company will mail a copy of each such certificate to the Holder of the Warrant
      and to the Transfer Agent.

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    4.  Reservation
      of Stock, etc. Issuable on Exercise of Warrant. The Company agrees to use
      its best efforts to cause the Articles of Incorporation to be amended as soon
      as
      practicable to increase the authorized common stock to a number sufficient
      to
      support the issuance of the Common Stock underlying the Notes and this Warrant
      (the effective date of such amendment, the “Amendment Date”). Thereafter, the
      Company will at all times reserve and keep available, solely for issuance and
      delivery on the exercise of the Warrants, a sufficient number of shares of
      Common Stock from time to time issuable on the exercise of the
      Warrant.

     

    5.  Definitions.
      As used herein, capitalized terms, in addition to the terms defined elsewhere
      herein and unless the context otherwise requires, have the following respective
      meanings:

     

    (a)  “Business
      Day”
means
      any day except Saturday, Sunday and any day which shall be in New York, New
      York, a legal holiday or a day on which banking institutions are authorized
      or
      required by law or other government action to close.

     

    (b)  “Capital
      Stock”
means
      (i) with respect to any Person that is a corporation, any and all shares,
      interests, participations, rights or other equivalents (however designated)
      of
      corporate stock and (ii) with respect to any other Person, any and all
      partnership or other equity interests of such Person.

     

    (c)  “Commission”
shall
      mean the United States Securities and Exchange Commission or any other federal
      agency at the time administering the Securities Act.

     

    (d)  “Common
      Stock”
means
      (i) the Company’s common stock, $0.001 par value per share , and (ii) any other
      securities into which or for which any of the securities described in clause
      (i)
      may be converted or exchanged pursuant to a plan of recapitalization,
      reorganization, merger, sale of assets or otherwise.

     

    (e)  “Exercise
      Price”
mean
      $0.60, as adjusted in accordance with Section 2 hereof.

     

    (f)  “Excluded
      Stock”
means
      (i) shares of Common Stock issued upon conversion of the Notes; (ii) shares
      of
      Common Stock issued by the Company in transactions that are described in Section
      2.1(a). hereof; (iii) any shares of Common Stock or warrants issued by the
      Company in connection with the Binding Letter of Intent (as defined in the
      Securities Purchase Agreement) (iv) all options, warrants, and any other type
      of
      securities and any securities to be issued upon exercise or conversion thereof
      issued by the Company and outstanding as of the date hereof and listed on
      Schedule 4.7 of the Securities Purchase Agreement; and (v) shares of Common
      Stock issued upon exercise of this Warrant.

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    (g)  “Market
      Price”
as
      of
      any date (the “Reference
      Date”)
      means
      the price determined by the first of the following clauses that applies: (a)
      if
      the Common Stock is then listed or quoted on the American Stock Exchange, the
      New York Stock Exchange, the NASDAQ Global Select Market, the NASDAQ Global
      Market or the NASDAQ Capital Market, whichever is at the time the principal
      trading exchange or market for the Common Stock (a “Principal
      Market”),
      the
      volume weighted average price of the Common Stock on the Principal Market on
      which the Common Stock is then listed or quoted for the 10 Trading Days
      immediately preceding the Reference Date ; (b) if the Common Stock is not then
      listed or quoted on a Principal Market and if prices for the Common Stock are
      then quoted on the Over-The-Counter Bulletin Board, the volume weighted average
      price of the Common Stock on the Over-The-Counter Bulletin Board for the 10
      Trading Days immediately preceding the Reference Date; (c) if the Common Stock
      is not then listed or quoted on the Over-The-Counter Bulletin Board and if
      prices for the Common Stock are then reported in the “Pink Sheets” published by
      Pink Sheets LLC (or a similar organization or agency succeeding to its functions
      of reporting prices), the average of the closing bid and ask price per share
      of
      the Common Stock so reported for the 10 Trading Days immediately preceding
      the
      Reference Date; or (d) in all other cases, the fair market value of a share
      of
      Common Stock as determined by the Company’s Board of Directors acting reasonably
      and in good faith and evidenced by a resolution of such Board of
      Directors.

     

    (h)  “Notes”
means
      the 10%/12% Senior Convertible PIK Election Notes due 2012 issued by the
      Company.

     

    (i)  “Officer”
means
      the Chairman, any Vice Chairman, the Chief Executive Officer, the President,
      the
      Chief Operating Officer, any Vice President, the Chief Financial Officer, the
      Treasurer, or the Secretary of the Company.

     

    (j)  “Securities
      Act”
means
      the Securities Act of 1933, as amended, and the rules and regulations of the
      Commission promulgated thereunder.

     

    (k)  “Securities
      Purchase Agreement”
      shall mean the agreement, dated September 12, 2007, between Plainfield Peru
      I
      LLC, Plainfield Peru II LLC and the Company whereby the Company will issue
      11,000,000 shares of the Company’s Common Stock, the Notes and this
      Warrant.

     

    (l)  “Trading
      Day”
means
      a
      day on which the Common Stock traded on the Company’s principal national
      securities exchange or quotation system or in the over-the-counter market and
      was not suspended from trading on any national securities exchange or quotation
      system or over-the-counter market at the close of business on such
      day.

     

    (m)  “Transfer
      Agent”
means
      Pacific Stock Transfer Company.

     

    6.  Assignment;
      Exchange of Warrant.
      Subject
      to compliance with all applicable securities laws, this Warrant, and all rights
      hereunder are assignable or transferable upon the surrender for exchange of
      this
      Warrant with endorsement of the holder of this Warrant proposing to effect
      the
      assignment (a “Transferor”) in the form of Exhibit B attached hereto (the
“Transferor Endorsement Form”) and together with an opinion of counsel
      reasonably satisfactory to the Company that the transfer of this Warrant will
      be
      in compliance with all applicable securities laws. The Company at its expense,
      but with payment by the Transferor of any applicable transfer taxes, will issue
      and deliver to or on the order of the Transferor thereof a new Warrant or
      Warrants of like tenor, in the name of the Transferor and/or the transferee(s)
      specified in such Transferor Endorsement Form (each, a “Transferee”), calling in
      the aggregate on the face or faces thereof for the number of shares of Common
      Stock called for on the face or faces of the Warrant so surrendered by the
      Transferor. No such transfers shall result in a public distribution of the
      Warrant.

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    7.  Replacement
      of Warrant. If this Warrant shall be mutilated, lost, stolen or destroyed,
      the Company shall issue, in exchange and in substitution for and upon
      cancellation of the mutilated Warrant, or in lieu of and substitution for the
      Warrant lost, stolen or destroyed, a new Warrant of like tenor, but only upon
      receipt of evidence of such loss, theft or destruction of such Warrant and
      indemnity, if requested, satisfactory to the Company and the Transfer Agent.
      

     

    8.  No
      Shareholder Rights. This Warrant shall not entitle the Holder hereof to any
      voting rights or other rights as a stockholder of the Company.

     

    9.  Transfer
      on the Company’s Books. Until this Warrant is transferred on the books of
      the Company, the Company may treat the Holder hereof as the absolute owner
      hereof for all purposes, notwithstanding any notice to the
      contrary.

     

    10.  Representations
      and Covenants of Holder. The Holder represents and warrants that it is
      acquiring the Warrant and the Warrant Shares solely for its account for its
      own
      account and not with a view to or for sale or distribution of said Warrant
      or
      Warrant Shares or any part thereof. The Holder also represents that the entire
      legal and beneficial interests of the Warrant and Warrant Shares the Holder
      is
      acquiring are being acquired for, and will be held for, the Holder’s account
      only. 

     

    11.  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 Warrant 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 the Company:

              	
                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

              


      

    

    

      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

      


      
        	
                with
                  a copy to:

              	
                ARC
                  Investment Partners, LLC

              
	 	
                9440
                  Little Santa Monica Blvd., Suite 400

              
	 	
                Beverly
                  Hills, CA 90210

              
	 	
                Attention:
                  Steven Magami

              
	 	
                Telephone:    
                  310-402-5901

              
	 	
                Facsimile:       
                  310-402-5947

              
	 	 
	
                And:

              	
                DLA
                  Piper US LLP

              
	 	
                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 the Holder:

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

              
	 	 
	
                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

              


      

    

     

    12.  Headings
      Descriptive.
      The
      headings of the several sections and subsections of this Warrant are inserted
      for convenience only and shall not in any way affect the meaning or construction
      of any term of this Warrant. 

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    13.  Governing
      Law; Submission to Jurisdiction; Venue; Waiver of Jury Trial. (a) THIS
      WARRANT AND THE RIGHTS OF THE HOLDER AND THE OBLIGATIONS OF THE COMPANY
      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). ANY
      LEGAL
      ACTION OR PROCEEDING WITH RESPECT TO THIS WARRANT MAY 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 WARRANT, THE COMPANY HEREBY IRREVOCABLY ACCEPTS
      FOR ITSELF AND IN RESPECT OF ITS PROPERTY, GENERALLY AND UNCONDITIONALLY, THE
      JURISDICTION OF THE AFORESAID COURTS. THE COMPANY 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 WARRANT BROUGHT IN ANY OF THE AFOREMENTIONED COURTS, THAT SUCH COURTS
      LACK
      PERSONAL JURISDICTION OVER IT. THE COMPANY 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 11, SUCH SERVICE
      TO
      BECOME EFFECTIVE 30 DAYS AFTER SUCH MAILING. THE COMPANY 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 WARRANT TO SERVE PROCESS IN ANY
      OTHER MANNER PERMITTED BY LAW OR TO COMMENCE LEGAL PROCEEDINGS OR OTHERWISE
      PROCEED AGAINST THE COMPANY IN ANY OTHER JURISDICTION.

     

    (b)
      THE
      COMPANY 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 WARRANT 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)
      THE
      COMPANY HEREBY IRREVOCABLY WAIVES ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION,
      PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS WARRANT.


     

    14.  Miscellaneous.
      This
      Warrant and any term hereof may be changed, waived, discharged or terminated
      only by an instrument in writing by the Company and the Holder. The invalidity
      or unenforceability of any provision hereof shall in no way affect the validity
      or enforceability of any other provision.

     

    *  *  *  *  *  *  *



    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

    


    IN
      WITNESS WHEREOF, the Company has executed this Warrant as of the date first
      written above.

     

    PURE
      BIOFUELS CORP.

    


    


    By:
      /s/
      Luis Goyzueta 

    Name: Luis
      Goyzueta

    Title: Chief
      Executive Officer