SUBSIDIARIES
      GUARANTY

     

    SUBSIDIARIES
      GUARANTY (as amended, modified, restated and/or supplemented from time to time,
      this “Guaranty”),
      dated
      as of September 12, 2007, made by and among each of the undersigned guarantors
      (each, a “Guarantor”
and,
      together with any other entity that becomes a guarantor hereunder pursuant
      to
      Section 22 hereof, collectively, the “Guarantors”)
      in
      favor of Plainfield Special Situations Master Fund Limited, as Administrative
      Agent (together with any successor administrative agent, the “Administrative
      Agent”),
      for
      the benefit of the Secured Creditors (as defined below). Except as otherwise
      defined herein, all capitalized terms used herein and defined in the Loan
      Agreement (as defined below) shall be used herein as therein defined.


     

    
      WITNESSETH

    

     

     

    WHEREAS,
      Pure Biofuels Corp. (“Holdings”), Pure Biofuels Del Peru S.A.C. (“Pure
      Biofuels”),
      Palma
      Industrial S.A.C. (“Palma”
and,
      together with Pure Biofuels, collectively, the “Borrowers”),
      the
      lenders from time to time party thereto (the “Lenders”),
      Plainfield Special Situations Master Fund Limited, as Lead Arranger, and the
      Administrative Agent, have entered into a Loan Agreement, dated as of September
      12, 2007 (as amended, modified, restated and/or supplemented from time to time,
      the “Loan
      Agreement”),
      providing for the making of Loans to the Borrower, all as contemplated therein
      (the Lenders, the Administrative Agent and the Pledgee are herein called the
      “Secured Creditors”);

     

    WHEREAS,
      each Guarantor is a direct or indirect Subsidiary of one of the
      Borrowers;

     

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

     

    WHEREAS,
      each Guarantor will obtain benefits from the incurrence of Loans by the
      Borrowers under the Loan Agreement and, accordingly, desires to execute this
      Guaranty in order to satisfy the condition described in the preceding paragraph
      and to induce the Lenders to make Loans to the Borrowers;

     

    NOW,
      THEREFORE, in consideration of the foregoing and other benefits accruing to
      each
      Guarantor, the receipt and sufficiency of which are hereby acknowledged, each
      Guarantor hereby makes the following representations and warranties to the
      Administrative Agent for the benefit of the Secured Creditors and hereby
      covenants and agrees with each other Guarantor and the Administrative Agent
      for
      the benefit of the Secured Creditors as follows:

     

    1.
            GUARANTY.    (a) 
Each
      Guarantor, jointly and severally, irrevocably, absolutely and un-conditionally
      guarantees as a primary obligor and not merely as surety to the Secured
      Creditors the full and prompt payment when due (whether at the stated maturity,
      by required prepayment, declaration, acceleration, demand or otherwise) of
      (x)
      the principal of, premium, if any, and interest on the Notes issued by, and
      the
      Loans made to, each of the Borrowers under the Loan Agreement, and (y) all
      other
      obligations (including, without limitation, obligations which, but for the
      automatic stay under Section 362(a) of the Bankruptcy Code, would become due),
      liabilities and indebtedness owing by each of the Borrowers to the Secured
      Creditors under each Loan Document to which the Borrower is a party (including,
      without limitation, indemnities, fees and interest thereon (including, without
      limitation, any interest accruing after the commencement of any bankruptcy,
      insolvency, receivership or similar proceeding at the rate provided for in
      the
      Loan Agreement, whether or not such interest is an allowed claim in any such
      proceeding)), whether now existing or hereafter incurred under, arising out
      of
      or in connection with each such Loan Document and the due performance and
      compliance by each of the Borrowers with all of the terms, conditions, covenants
      and agreements contained in all such Loan Documents (all such principal,
      premium, interest, liabilities, indebtedness and obligations under this clause
      (a), being herein collectively called the “Guaranteed Obligations”).
      

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Each
      Guarantor understands, agrees and confirms that the Secured Creditors may
      enforce this Guaranty up to the full amount of the Guaranteed Obligations
      against such Guarantor without proceeding against any other Guarantor, either
      Borrower, or against any security for the Guaranteed Obligations, or under
      any
      other guaranty covering all or a portion of the Guaranteed Obligations. This
      Guaranty is a guaranty of prompt payment and performance and not of
      collection.

     

    (b)
      Additionally, each Guarantor, jointly and severally, unconditionally, absolutely
      and irrevocably, guarantees the payment of any and all Guaranteed Obligations
      whether or not due or payable by the Borrowers upon the occurrence in respect
      of
      either Borrower of any of the events specified in Section 11.05 of the Loan
      Agreement, and unconditionally, absolutely and irrevocably, jointly and
      severally, promises to pay such Guaranteed Obligations to the Secured Creditors,
      or order, on demand.

     

    2.
        LIABILITY
      OF GUARANTORS ABSOLUTE.
      The
      liability of each Guarantor hereunder is primary, absolute, joint and several,
      and unconditional and is exclusive and independent of any security for or other
      guaranty of the indebtedness of the Borrowers whether executed by such
      Guarantor, any other Guarantor or by any other party, and the liability of
      each
      Guarantor hereunder shall not be affected or impaired by any circumstance or
      occurrence whatsoever, including, without limitation: (a) any direction as
      to
      application of payment by the Borrowers, or any other party, (b) any other
      continuing or other guaranty, undertaking or maximum liability of a Guarantor
      or
      of any other party as to the Guaranteed Obligations, (c) any pay-ment on or
      in
      reduction of any such other guaranty or undertaking, (d) any dissolution,
      termination or increase, decrease or change in personnel by either Borrower,
      (e)
      the failure of the Guarantor to receive any benefit from or as a result of
      its
      execution, delivery and performance of this Guaranty, (f) any payment made
      to
      any Secured Creditor on the indebtedness which any Secured Creditor repays
      a
      Borrower pursuant to court order in any bankruptcy, reorganization, arrangement,
      mora-torium or other debtor relief proceeding, and each Guarantor waives any
      right to the deferral or modification of its obligations hereunder by reason
      of
      any such proceeding, (g) any action or inaction by the Secured Creditors as
      contemplated in Section 5 hereof or (h) any invalidity, rescission, irregularity
      or unenforceability of all or any part of the Guaranteed Obligations or of
      any
      security therefor.

     

    
      
        
        

      

      
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    3.
        OBLIGATIONS
      OF GUARANTORS INDEPENDENT.
      The
      obligations of each Guarantor hereunder are independent of the obligations
      of
      any other Guarantor, any other guarantor, the Borrowers, and a separate action
      or actions may be brought and prosecuted against each Guarantor whether or
      not
      action is brought against any other Guarantor, any other guarantor or either
      Borrower and whether or not any other Guarantor, any other guarantor or either
      Borrower be joined in any such action or actions. Each Guarantor waives (to
      the
      fullest extent permitted by applicable law) the benefits of any statute of
      limitations affecting its liability hereunder or the enforcement thereof. Any
      payment by the Borrowers or other circumstance which operates to toll any
      statute of limitations as to the Borrowers shall operate to toll the statute
      of
      limitations as to each Guarantor.

     

    4.
            WAIVERS BY GUARANTORS.

     

    (a) Each
      Guarantor hereby waives (to the fullest extent permitted by applicable law)
      notice of acceptance of this Guaranty and notice of the existence, creation
      or
      incurrence of any new or additional liability to which it may apply, and waives
      promptness, diligence, presentment, demand of pay-ment, demand for performance,
      protest, notice of dishonor or nonpayment of any such liabilities, suit or
      taking of other action by the Administrative Agent or any other Secured Creditor
      against, and any other notice to, any party liable thereon (including such
      Guarantor, any other Guarantor, any other guarantor or the Borrowers) and each
      Guarantor further hereby waives any and all notice of the creation, renewal,
      extension or accrual of any of the Guaranteed Obligations and notice or proof
      of
      reliance by any Secured Creditor upon this Guaranty, and the Guaranteed
      Obligations shall conclusively be deemed to have been created, contracted or
      incurred, or renewed, extended, amended, modified, supplemented or waived,
      in
      reliance upon this Guaranty.

     

    (b) Each
      Guarantor waives any right to require the Secured Creditors to: (i) proceed
      against the Borrowers, any other Guarantor, any other guarantor of the
      Guaranteed Obligations or any other party; (ii) proceed against or exhaust
      any
      security held from the Borrowers, any other Guarantor, any other guarantor
      of
      the Guaranteed Obligations or any other party; or (iii) pursue any other remedy
      in the Secured Creditors’ power whatsoever. Each Guarantor waives any defense
      based on or arising out of any defense of the Borrowers, any other Guarantor,
      any other guarantor of the Guaranteed Obligations or any other party other
      than
      payment in full in cash of the Guaranteed Obligations, including, without
      limitation, any defense based on or arising out of the disability of either
      Borrower, any other Guarantor, any other guarantor of the Guaranteed Obligations
      or any other party, or the unenforceability of the Guaranteed Obligations or
      any
      part thereof from any cause, or the cessation from any cause of the liability
      of
      the Borrowers other than payment in full in cash of the Guaranteed Obligations.
      The Secured Creditors may, at their election, foreclose on any collateral
      serving as security held by the Administrative Agent or the other Secured
      Creditors by one or more judicial or nonjudicial sales, whether or not every
      aspect of any such sale is commercially reason-able (to the extent such sale
      is
      permitted by applicable law), or exercise any other right or remedy the Secured
      Creditors may have against the Borrowers or any other party, or any security,
      without affecting or impairing in any way the liability of any Guarantor
      hereunder except to the extent the Guaranteed Obligations have been paid in
      full
      in cash. Each Guarantor waives any defense arising out of any such election
      by
      the Secured Creditors, even though such election operates to impair or
      extinguish any right of reimbursement, contribution, indemnification or
      subrogation or other right or remedy of such Guarantor against the Borrowers,
      any other guarantor of the Guaranteed Obligations or any other party or any
      security.

     

    
      
        
        

      

      
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    (c) Each
      Guarantor has knowledge and assumes all responsibility for being and keeping
      itself informed of the Borrowers’, and each other Guarantor’s financial
      condition, affairs and assets, and of all other circumstances bearing upon
      the
      risk of nonpayment of the Guaranteed Obligations and the nature, scope and
      extent of the risks which such Guarantor assumes and incurs hereunder, and
      has
      adequate means to obtain from the Borrowers, and each other Guarantor on an
      ongoing basis information relating thereto and the Borrowers’, and each other
      Guarantor’s ability to pay and perform its respective Guaranteed Obligations,
      and agrees to assume the responsibility for keeping, and to keep, so informed
      for so long as this Guaranty is in effect. Each Guarantor acknowledges and
      agrees that (x) the Secured Creditors shall have no obligation to investigate
      the financial condition or affairs of either Borrower or any other Guarantor
      for
      the benefit of such Guarantor nor to advise such Guarantor of any fact
      respecting, or any change in, the financial condition, assets or affairs of
      either Borrower or any other Guarantor that might become known to any Secured
      Creditor at any time, whether or not such Secured Creditor knows or believes
      or
      has reason to know or believe that any such fact or change is unknown to such
      Guarantor, or might (or does) increase the risk of such Guarantor as guarantor
      hereunder, or might (or would) affect the willingness of such Guarantor to
      continue as a guarantor of the Guaranteed Obligations hereunder and (y) the
      Secured Creditors shall have no duty to advise any Guarantor of information
      known to them regarding any of the aforementioned circumstances or
      risks.

     

    (d) Each
      Guarantor hereby acknowledges and agrees that no Secured Creditor nor any other
      Person shall be under any obligation (a) to marshal any assets in favor of
      such
      Guarantor or in payment of any or all of the liabilities of either Borrower
      under the Loan Documents or the obligation of such Guarantor hereunder or (b)
      to
      pursue any other remedy that such Guarantor may or may not be able to pursue
      itself any right to which such Guarantor hereby waives.

     

    (e) Each
      Guarantor warrants and agrees that each of the waivers set forth in Section
      3
      and in this Section 4 is made with full knowledge of its significance and
      consequences and that if any of such waivers are determined to be contrary
      to
      any applicable law or public policy, such waivers shall be effective only to
      the
      maximum extent permitted by applicable law.

     

    5.
        RIGHTS
      OF SECURED CREDITORS.
      Subject
      to Section 4, any Secured Creditor may (except as shall be required by
      applicable statute and cannot be waived) at any time and from time to time
      without the consent of, or notice to, any Guarantor, without incurring
      responsibility to such Guarantor, without impairing or releasing the obligations
      or liabilities of such Guarantor hereunder, upon or without any terms or
      conditions and in whole or in part:

     

    
      
        
        

      

      
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    (a)  change
      the manner, place or terms of payment of, and/or change, increase or extend
      the
      time of payment of, renew, increase, accelerate or alter, any of the Guaranteed
      Obligations (including, without limitation, any increase or decrease in the
      rate
      of interest thereon or the principal amount thereof), any security therefor,
      or
      any liability incurred directly or indirectly in respect thereof, and the
      guaranty herein made shall apply to the Guaranteed Obligations as so changed,
      extended, increased, accelerated, renewed or altered;

     

    (b)  take
      and
      hold security for the payment of the Guaranteed Obligations and sell, exchange,
      release, surrender, impair, realize upon or otherwise deal with in any manner
      and in any order any property or other collateral by whomsoever at any time
      pledged or mortgaged to secure, or howsoever securing, the Guaranteed
      Obligations or any liabilities (including any of those hereunder) incurred
      directly or indirectly in respect thereof or hereof, and/or any offset
      thereagainst;

     

    (c)  exercise
      or refrain from exercising any rights against the Borrowers, any other Credit
      Party, any Subsidiary thereof, any other guarantor of the Borrowers or others
      or
      otherwise act or refrain from acting;

     

    (d)  release
      or substitute any one or more endorsers, Guarantors, other guarantors, the
      Borrowers or other obligors; 

     

    (e)  settle
      or
      compromise any of the Guaranteed Obligations, any security therefor or any
      liability (including any of those hereunder) incurred directly or indirectly
      in
      respect thereof or hereof, and may subordinate the payment of all or any part
      thereof to the payment of any liability (whether due or not) of the Borrowers
      to
      creditors of either Borrower other than the Secured Creditors;

     

    (f)  apply
      any
      sums by whomsoever paid or howsoever realized to any liability or liabilities
      of
      the Borrowers to the Secured Creditors regardless of what liabilities of the
      Borrowers remain unpaid;

     

    (g)  consent
      to or waive any breach of, or any act, omission or default under, any of the
      Loan Documents or any of the instruments or agreements referred to therein,
      or
      otherwise amend, modify or supplement any of the Loan Documents or any of such
      other instruments or agreements;

     

    (h)  act
      or
      fail to act in any manner which may deprive such Guarantor of its right to
      subrogation against the Borrowers to recover full indemnity for any payments
      made pursuant to this Guaranty; and/or

     

    (i)  take
      any
      other action or omit to take any other action which would, under otherwise
      applicable principles of common law, give rise to a legal or equitable discharge
      of such Guarantor from its liabilities under this Guaranty (including, without
      limitation, any action or omission whatsoever that might otherwise vary the
      risk
      of such Guarantor or constitute a legal or equitable defense to or discharge
      of
      the liabilities of a guarantor or surety or that might otherwise limit recourse
      against such Guarantor).

     

    
      
        
        

      

      
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    No
      invalidity, illegality, irregularity or unenforceability of all or any part
      of
      the Guaranteed Obligations, the Loan Documents or any other agreement or
      instrument relating to the Guaranteed Obligations or of any security or
      guarantee therefor shall affect, impair or be a defense to this Guaranty, and
      this Guaranty shall be primary, absolute and unconditional notwithstanding
      the
      occurrence of any event or the existence of any other circumstances which might
      constitute a legal or equitable discharge of a surety or guarantor except
      payment in full in cash of the Guaranteed Obligations.

     

    6.
        CONTINUING
      GUARANTY. This
      Guaranty is a continuing one and all liabilities to which it applies or may
      apply under the terms hereof shall be conclusively presumed to have been created
      in reliance hereon. No failure or delay on the part of any Secured Creditor
      in
      exercising any right, power or privilege hereunder shall operate as a waiver
      thereof, nor shall any single or partial exercise of any right, power or
      privilege hereunder preclude any other or further exercise thereof or the
      exercise of any other right, power or privilege. The rights and remedies herein
      expressly specified are cumulative and not exclusive of any rights or remedies
      which any Secured Creditor would otherwise have. No notice to or demand on
      any
      Guarantor in any case shall entitle such Guarantor to any other further notice
      or demand in similar or other circumstances or constitute a waiver of the rights
      of any Secured Creditor to any other or further action in any circumstances
      without notice or demand. It is not necessary for any Secured Creditor to
      inquire into the capacity or powers of the Borrowers or the officers, directors,
      partners or agents acting or purporting to act on its or their be-half, and
      any
      indebtedness made or created in reliance upon the professed exercise of such
      powers shall be guaranteed hereunder.

     

    7.
        SUBORDINATION
      OF INDEBTEDNESS HELD BY GUARANTORS.
      Any
      indebtedness of each of the Borrowers now or hereafter held by any Guarantor
      is
      hereby subordinated to the indebtedness of such Borrowers to the Secured
      Creditors; and such indebtedness of such Borrower to any Guarantor, if the
      Administrative Agent, after an Event of Default has occurred and is continuing,
      so requests, shall be collected, enforced and received by such Guarantor as
      trustee for the Secured Creditors and be paid over to the Secured Creditors
      on
      account of the indebtedness of such Borrower to the Secured Creditors, but
      without affecting or impairing in any manner the liability of such Guarantor
      under the other provisions of this Guaranty. Prior to the transfer by any
      Guarantor of any note or negotiable instrument evidencing any indebtedness
      of
      such Borrower to such Guarantor, such Guarantor shall mark such note or
      negotiable instrument with a legend that the same is subject to this
      subordination. Without limiting the generality of the foregoing, each Guarantor
      hereby agrees with the Secured Creditors that it will not exercise any right
      of
      subrogation which it may at any time otherwise have as a result of this Guaranty
      (whether contractual, under Section 509 of the Bankruptcy Code or otherwise)
      until all Guaranteed Obligations have been irrevocably paid in full in cash;
      provided,
      that if
      any amount shall be paid to such Guarantor on account of such subrogation rights
      at any time prior to the irrevocable payment in full in cash of all the
      Guaranteed Obligations, such amount shall be held in trust for the benefit
      of
      the Secured Creditors and shall forthwith be paid to the Secured Creditors
      to be
      credited and applied upon the Guaranteed Obligations, whether matured or
      unmatured, in accordance with the terms of the Loan Documents or, if the Loan
      Documents do not provide for the application of such amount, to be held by
      the
      Secured Creditors as collateral security for any Guaranteed Obligations
      thereafter existing. 

     

    8.
        GUARANTY
      ENFORCEABLE BY ADMINISTRATIVE AGENT.
      Notwithstanding
      anything to the contrary contained elsewhere in this Guaranty, the Secured
      Creditors agree (by their acceptance of the benefits of this Guaranty) that
      this
      Guaranty may be enforced only by the action of the Administrative Agent, in
      each
      case acting upon the instructions of the Required Lenders and that no other
      Secured Creditor shall have any right individually to seek to enforce or to
      enforce this Guaranty or to realize upon the security to be granted by the
      Security Documents, it being understood and agreed that such rights and remedies
      may be exercised by the Administrative Agent for the benefit of the Secured
      Creditors upon the terms of this Guaranty and the Security Documents. The
      Secured Creditors further agree that this Guaranty may not be enforced against
      any director, officer, employee, partner, member or stockholder of any Guarantor
      (except to the extent such partner, member or stockholder is also a Guarantor
      hereunder). It
      is understood and agreed that the agreement in this Section 8 is among and
      solely for the benefit of the Secured Creditors and that, if the Required
      Lenders so agree (without requiring the consent of any Guarantor), this Guaranty
      may be directly enforced by any Secured Creditor.

     

    
      
        
        

      

      
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        9.
            REPRESENTATIONS,
          WARRANTIES AND COVENANTS OF GUARANTORS.
          In
          order
          to induce the Lenders to make Loans to the Borrowers pursuant to the Loan
          Agreement, each Guarantor represents, warrants and covenants
          that:

      

    

     

    (a)  such
      Guarantor (i) is a duly organized and validly existing corporation, partnership
      or limited liability company, as the case may be, in good standing under the
      laws of the jurisdiction of its organization, (ii) has the corporate,
      partnership or limited liability company power and authority, as the case may
      be, to own its property and assets and to transact the business in which it
      is
      engaged and presently proposes to engage and (iii) is duly qualified and is
      authorized to do business and is in good standing in each jurisdiction where
      the
      nature of its business requires such qualification, except for failures to
      be so
      qualified which, either individually or in the aggregate, could not reasonably
      be expected to have a Material Adverse Effect;

     

    (b)  such
      Guarantor has the corporate, partnership or limited liability company power
      and
      authority, as the case may be, to execute, deliver and perform the terms and
      provisions of this Guaranty and each other Document (such
      term, for purposes of this Guaranty, to mean each Loan Document to
      which
      it is a party and has taken all necessary corporate, partnership or limited
      liability company action, as the case may be, to authorize the execution,
      delivery and performance by it of this Guaranty and each such other
      Document;

     

    (c)  such
      Guarantor has duly executed and delivered this Guaranty and each other Document
      to which it is a party, and this Guaranty and each such other Loan Document
      constitutes the legal, valid and binding obligation of such Guarantor
      enforceable in accordance with its terms, except to the extent that the
      enforceability hereof or thereof may be limited by applicable bankruptcy,
      insolvency, reorganization, moratorium or other similar laws generally affecting
      creditors’ rights and by equitable principles (regardless of whether enforcement
      is sought in equity or at law);

     

    (d)  neither
      the execution, delivery or performance by such Guarantor of this Guaranty or
      any
      other Loan Document to which it is a party, nor compliance by it with the terms
      and provisions hereof and thereof, will (i) contravene any provision of any
      applicable law, statute, rule or regulation or any applicable order, writ,
      injunction or decree of any court or governmental instrumentality, (ii) conflict
      with or result in any breach of any of the terms, covenants, conditions or
      provisions of, or constitute a default under, or result in the creation or
      imposition of (or the obligation to create or impose) any Lien (except pursuant
      to the Security Documents) upon any of the property or assets of such Guarantor
      or any of its Subsidiaries pursuant to the terms of any indenture, mortgage,
      deed of trust, loan agreement, credit agreement, or any other material
      agreement, contract or instrument to which such Guarantor or any of its
      Subsidiaries is a party or by which it or any of its property or assets is
      bound
      or to which it may be subject or (iii) violate any provision of the certificate
      or articles of incorporation, by-laws, partnership agreement or limited
      liability company agreement (or equivalent organizational documents), as the
      case may be, of such Guarantor or any of its Subsidiaries;

     

    
      
        
        

      

      
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    (e)  no
      order,
      consent, approval, license, authorization or validation of, or filing, recording
      or registration with (except as have been obtained or made prior to the date
      when required and which remain in full force and effect), or exemption by,
      any
      governmental or public body or authority, or any subdivision thereof, is
      required to authorize, or is required in connection with, (i) the execution,
      delivery and performance of this Guaranty by such Guarantor or any other Loan
      Document to which such Guarantor is a party or (ii) the legality, validity,
      binding effect or enforceability of this Guaranty or any other Loan Document
      to
      which such Guarantor is a party;

     

    (f)  there
      are
      no actions, suits or proceedings pending or, to such Guarantor’s knowledge,
      threatened (i) with respect to this Guaranty or any other Loan Document to
      which
      such Guarantor is a party, (ii) with respect to such Guarantor or any of its
      Subsidiaries that, either individually or in the aggregate, could reasonably
      be
      expected to have a Material Adverse Effect or
      (iii) that could reasonably be expected to have a material adverse effect on
      the
      rights or remedies of the Secured Creditors or on the ability of such Guarantor
      to perform its obligations to the Secured Creditors hereunder and under the
      other Loan Documents to which it is a party;

     

    (g)  until
      the
      termination of the Total Commitment and until such time as no Note remains
      outstanding and all Guaranteed Obligations have been paid in full (other than
      indemnities described in Section 12.06 of the Loan Agreement and analogous
      provisions in the Security Documents which are not then due and payable), such
      Guarantor will comply, and will cause each of its Subsidiaries to comply, with
      all of the applicable provisions, covenants and agreements contained in Sections
      9 and 10 of the Loan Agreement, and will take, or will refrain from taking,
      as
      the case may be, all actions that are necessary to be taken or not taken so
      that
      no violation of any provision, covenant or agreement contained in Sections
      9 and
      10 of
      the
      Loan Agreement, and so that no Default or Event of Default, is caused by the
      actions of such Guarantor or any of its Subsidiaries; and

     

    (h)  an
      executed (or conformed) copy of each of the Loan Documents, has been made
      available to a senior officer of such Guarantor and such officer is familiar
      with the contents thereof.

     

    
      
        
        

      

      
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    10.
        EXPENSES.
      The
      Guarantors hereby jointly and severally agree to pay all reasonable
      out-of-pocket costs and expenses of the Administrative Agent and each other
      Secured Creditor in connection with the enforcement of this Guaranty and the
      protection of the Secured Creditors’ rights hereunder and any amendment, waiver
      or consent relating hereto (including, in each case, without limitation, the
      reasonable fees and disbursements of counsel (including in-house counsel)
      employed by the Administrative Agent and each other Secured
      Creditor).

     

    11.
        BENEFIT
      AND BINDING EFFECT.
      This
      Guaranty shall be binding upon each Guarantor and its successors and assigns
      and
      shall inure to the benefit of the Secured Creditors and their successors and
      assigns.

     

    12.
        AMENDMENTS;
      WAIVERS.
      Neither
      this Guaranty nor any provision hereof may be changed, waived, discharged or
      terminated except with the written consent of each Guarantor directly affected
      thereby (it being understood that the addition or release of any Guarantor
      hereunder shall not constitute a change, waiver, discharge or termination
      affecting any Guarantor other than the Guarantor so added or released) and
      with
      the written consent of either the Required Lenders (or, to the extent required
      by Section 13.12 of the Loan Agreement, with the written consent of each
      Lender).

     

    13.
        SET
      OFF.
      In
      addition to any rights now or hereafter granted under applicable law (including,
      without limitation, Section 151 of the New York Debtor and Creditor Law) and
      not
      by way of limitation of any such rights, upon the occurrence and during the
      continuance of an Event of Default, each Secured Creditor is hereby authorized,
      at any time or from time to time, without notice to any Guarantor or to any
      other Person, any such notice being expressly waived, to set off and to
      appropriate and apply any and all deposits (general or special) and any other
      indebtedness at any time held or owing by such Secured Creditor to or for the
      credit or the account of such Guarantor, against and on account of the
      obligations and liabilities of such Guarantor to such Secured Creditor under
      this Guaranty, irrespective of whether or not such Secured Creditor shall have
      made any demand hereunder and although said obligations, liabilities, deposits
      or claims, or any of them, shall be contingent or unmatured. Each
      Secured Creditor (by its acceptance of the benefits hereof) acknowledges and
      agrees that the provisions of this Section 13 are subject to the sharing
      provisions set forth in Section 13.06 of the Loan Agreement. 

     

    14.
        NOTICE.
      Except
      as
      otherwise specified herein, all notices, requests, demands or other
      communications to or upon the respective parties hereto shall be sent or
      delivered by mail, telegraph, telex, telecopy, cable or courier service and
      all
      such notices and communications shall, when mailed, telegraphed, telexed,
      telecopied, or cabled or sent by courier, be effective when deposited in the
      mails, delivered to the telegraph com-pany, cable company or over-night courier,
      as the case may be, or sent by telex or telecopier, except that notices and
      communications to the Administrative Agent or any Guarantor shall not be
      effective until received by the Administrative Agent or such Guarantor, as
      the
      case may be. All notices and other communications shall be in writing and
      addressed to such party at (i) in the case of any Secured Creditor, as provided
      in the Loan Agreement, and (ii) in the case of any Guarantor, at its address
      set
      forth opposite its signature page below; or in any case at such other address
      as
      any of the Persons listed above may hereafter notify the others in
      writing.

    

    

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

       

      
        15.
            REINSTATEMENT.
          If
          any
          claim is ever made upon any Secured Creditor for repayment or recovery
          of any
          amount or amounts received in payment or on account of any of the Guaranteed
          Obligations and any of the aforesaid payees repays all or part of said
          amount by
          reason of (i) any judgment, decree or order of any court or administrative
          body
          having jurisdiction over such payee or any of its property or (ii) any
          settlement or compromise of any such claim effected by such payee with
          any such
          claimant (including, without limitation, the Borrowers), then and in such
          event
          each Guarantor agrees that any such judgment, decree, order, settlement
          or
          compromise shall be binding upon such Guarantor, notwithstanding any revocation
          hereof or the cancellation of any Note, or any other instrument evidencing
          any
          liability of the Borrowers, and such Guarantor shall be and remain liable
          to the
          aforesaid payees hereunder for the amount so repaid or recovered to the
          same
          extent as if such amount had never originally been received by any such
          payee. 

         

        16.
                 CONSENT TO JURISDICTION; SERVICE OF
          PROCESS; AND WAIVER OF TRIAL BY JURY. (a) THIS
          GUARANTY AND THE RIGHTS AND OBLIGATIONS OF THE SECURED CREDITORS AND OF
          THE
          UNDERSIGNED HEREUNDER SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE
          WITH THE
          LAW OF THE STATE OF NEW YORK. Any legal action or proceeding with respect
          to
          this Guaranty or any other Loan Document to which any Guarantor is a party
          may
          be brought in the courts of the State of New York or of the United States
          of
          America for the Southern District of New York, in each case located within
          the
          City of New York, and, by execution and delivery of this Guaranty, each
          Guarantor hereby irrevocably accepts for itself and in respect of its property,
          generally and unconditionally, the jurisdiction of the aforesaid courts.
          Each
          Guarantor hereby further irrevocably waives any claim that any such courts
          lack
          jurisdiction over such Guarantor, and agrees not to plead or claim, in
          any legal
          action or proceeding with respect to this Guaranty or any other Loan Document
          to
          which such Guarantor is a party brought in any of the aforesaid courts,
          that any
          such court lacks jurisdiction over such Guarantor. Each Guarantor hereby
          irrevocably designates, appoints and empowers Corporation Service Company,
          presently located at 1133 Avenue of the Americas, suite 3100, New York,
          New
          York, 10036, as its authorized designee, appointee and agent to receive,
          accept
          and acknowledge for and on its behalf, and in respect of its property,
          service
          of any and all legal process, summons, notices and documents which may
          be served
          in any such action or proceeding. If for any reason such authorized designee,
          appointee and agent shall cease to be available to act as such, each Guarantor
          agrees to designate a new authorized designee, appointee and agent in New
          York
          City on the terms and for the purposes of this provision reasonably satisfactory
          to the Administrative Agent under this Agreement. Each Guarantor 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 Loan Document to which such Guarantor
          is
          a party that such service of process was in any way invalid or ineffective.
          Nothing herein shall affect the right of any of the Secured Creditors to
          serve
          process in any other manner permitted by law or to commence legal proceedings
          or
          otherwise proceed against each Guarantor in any other
          jurisdiction.

      

    

     

    (b) Each
      Guarantor hereby irrevocably waives (to the fullest extent permitted by
      applicable law) 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 Guaranty or any other Loan Document to which such Guarantor
      is a party 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 such action or proceeding brought in any such court has been brought in
      an
      inconvenient forum.

     

    (c) EACH
      GUARANTOR AND EACH SECURED CREDITOR (BY ITS ACCEPTANCE OF THE BENEFITS OF THIS
      GUARANTY) HEREBY IRREVOCABLY WAIVES ALL RIGHTS TO A TRIAL BY JURY IN ANY ACTION,
      PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS GUARANTY, THE
      OTHER LOAN DOCUMENTS TO WHICH SUCH GUARANTOR IS A PARTY OR THE TRANSACTIONS
      CONTEMPLATED HEREBY OR THEREBY.

     

    
      
         

      

      
        10

        
          

        

      

      
         

      

       

    

    17.
        RELEASE
      OF LIABILITY OF GUARANTOR UPON SALE OR DISSOLUTION.
      In
      the
      event that all of the capital stock or other equity interests of one or more
      Guarantors is sold or otherwise disposed of or liquidated in compliance with
      the
      requirements of Section 10.02 of the Loan Agreement (or such sale, other
      disposition or liquidation has been approved in writing by the Required Lenders
      (or all the Lenders if required by Section 13.12 of the Loan Agreement)) and
      the
      proceeds of such sale, disposition or liquidation are applied in accordance
      with
      the provisions of the Loan Agreement, to the extent applicable, such Guarantor
      shall, upon consummation of such sale or other disposition (except to the extent
      that such sale or disposition is to Holdings or another Subsidiary thereof),
      be
      released from this Guaranty automatically and without further action and this
      Guaranty shall, as to each such Guarantor or Guarantors, terminate, and have
      no
      further force or effect (it being understood and agreed that the sale of one
      or
      more Persons that own, directly or indirectly, all of the capital stock or
      other
      equity interests of any Guarantor shall be deemed to be a sale of such Guarantor
      for the purposes of this Section 17).

     

    18.
        CONTRIBUTION.
      At
      any
      time a payment in respect of the Guaranteed Obligations is made under this
      Guaranty, the right of contribution of each Guarantor against each other
      Guarantor shall be determined as provided in the immediately following sentence,
      with the right of contribution of each Guarantor to be revised and restated
      as
      of each date on which a payment (a “Relevant
      Payment”)
      is
      made on the Guaranteed Obligations under this Guaranty. At any time that a
      Relevant Payment is made by a Guarantor that results in the aggregate payments
      made by such Guarantor in respect of the Guaranteed Obligations to and including
      the date of the Relevant Payment exceeding such Guarantor’s Contribution
      Percentage (as defined below) of the aggregate payments made by all Guarantors
      in respect of the Guaranteed Obligations to and including the date of the
      Relevant Payment (such excess, the “Aggregate
      Excess Amount”),
      each
      such Guarantor shall have a right of contribution against each other Guarantor
      who has made payments in respect of the Guaranteed Obligations to and including
      the date of the Relevant Payment in an aggregate amount less than such other
      Guarantor’s Contribution Percentage of the aggregate payments made to and
      including the date of the Relevant Payment by all Guarantors in respect of
      the
      Guaranteed Obligations (the aggregate amount of such deficit, the “Aggregate
      Deficit Amount”)
      in an
      amount equal to (x) a fraction the numerator of which is the Aggregate Excess
      Amount of such Guarantor and the denominator of which is the Aggregate Excess
      Amount of all Guarantors multiplied by (y) the Aggregate Deficit Amount of
      such
      other Guarantor. A Guarantor’s right of contribution pursuant to the preceding
      sentences shall arise at the time of each computation, subject to adjustment
      to
      the time of each computation; provided
      that no
      Guarantor may take any action to enforce such right until the Guaranteed
      Obligations have been irrevocably paid in full in cash and the Total Commitment
      and all Letters of Credit have been terminated, it being expressly recognized
      and agreed by all parties hereto that any Guarantor’s right of contribution
      arising pursuant to this Section 18 against any other Guarantor shall be
      expressly junior and subordinate to such other Guarantor’s obligations and
      liabilities in respect of the Guaranteed Obligations and any other obligations
      owing under this Guaranty. As used in this Section 18: (i) each Guarantor’s
“Contribution
      Percentage”
shall
      mean the percentage obtained by dividing (x) the Adjusted Net Worth (as defined
      below) of such Guarantor by (y) the aggregate Adjusted Net Worth of all
      Guarantors; (ii) the “Adjusted
      Net Worth”
of
      each
      Guarantor shall mean the greater of (x) the Net Worth (as defined below) of
      such
      Guarantor and (y) zero; and (iii) the “Net
      Worth”
of
      each
      Guarantor shall mean the amount by which the fair saleable value of such
      Guarantor’s assets on the date of any Relevant Payment exceeds its existing
      debts and other liabilities (including contingent liabilities, but without
      giving effect to any Guaranteed Obligations arising under this Guaranty) on
      such
      date. Notwithstanding anything to the contrary contained above, any Guarantor
      that is released from this Guaranty pursuant to Section 17 hereof shall
      thereafter have no contribution obligations, or rights, pursuant to this Section
      18, and at the time of any such release, if the released Guarantor had an
      Aggregate Excess Amount or an Aggregate Deficit Amount, same shall be deemed
      reduced to $0, and the contribution rights and obligations of the remaining
      Guarantors shall be recalculated on the respective date of release (as otherwise
      provided above) based on the payments made hereunder by the remaining
      Guarantors. All parties hereto recognize and agree that, except for any right
      of
      contribution arising pursuant to this Section 18, each Guarantor who makes
      any
      payment in respect of the Guaranteed Obligations shall have no right of
      contribution or subrogation against any other Guarantor in respect of such
      payment until all of the Guaranteed Obligations have been irrevocably paid
      in
      full in cash. Each of the Guarantors recognizes and acknowledges that the rights
      to contribution arising hereunder shall constitute an asset in favor of the
      party entitled to such contribution. In this connection, each Guarantor has
      the
      right to waive its contribution right against any Guarantor to the extent that
      after giving effect to such waiver such Guarantor would remain solvent, in
      the
      determination of the Required Lenders.

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

    19.
        LIMITATION
      ON GUARANTEED OBLIGATIONS.
      Each
      Guarantor and each Secured Creditor (by its acceptance of the benefits of this
      Guaranty) hereby confirms that it is its intention that this Guaranty not
      constitute a fraudulent transfer or conveyance for purposes of the Bankruptcy
      Code, the Uniform Fraudulent Conveyance Act of any similar Federal or state
      law.
      To effectuate the foregoing intention, each Guarantor and each Secured Creditor
      (by its acceptance of the benefits of this Guaranty) hereby irrevocably agrees
      that the Guaranteed Obligations guaranteed by such Guarantor shall be limited
      to
      such amount as will, after giving effect to such maximum amount and all other
      (contingent or otherwise) liabilities of such Guarantor that are relevant under
      such laws and after giving effect to any rights to contribution pursuant to
      any
      agreement providing for an equitable contribution among such Guarantor and
      the
      other Guarantors, result in the Guaranteed Obligations of such Guarantor in
      respect of such maximum amount not constituting a fraudulent transfer or
      conveyance.

     

    
      
         

      

      
        12

        
          

        

      

      
         

      

       

    

    20.
        COUNTERPARTS.
      This
      Guaranty 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 the Borrowers and the Administrative
      Agent. 

     

    21.
        PAYMENTS.
      All
      payments made by any Guarantor hereunder will be made without setoff,
      counterclaim or other defense and on the same basis as payments are made by
      the
      Borrowers under Sections 4.03
      and
      4.04 of the Loan Agreement.

     

    22.
        ADDITIONAL
      GUARANTORS.
      It
      is
      understood and agreed that any Subsidiary of Holdings that is required to
      execute a counterpart of this Guaranty after the date hereof pursuant to the
      Loan Agreement shall become a Guarantor hereunder by (x) executing and
      delivering a counterpart hereof to the Administrative Agent and delivering
      same
      to the Administrative Agent, in each case as may be requested by (and in form
      and substance satisfactory to) the Administrative Agent and
      (y) taking all actions as specified in this Guaranty as would have been taken
      by
      such Guarantor had it been an original party to this Guaranty, in each case
      with
      all documents and actions required to be taken above to be taken to the
      reasonable satisfaction of the Administrative Agent.

     

    23.
        HEADINGS
      DESCRIPTIVE.
      The
      headings of the several Sections of this Guaranty are inserted for convenience
      only and shall not in any way affect the meaning or construction of any
      provision of this Guaranty.

     

    *
      * *

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

     

    IN
      WITNESS WHEREOF, each Guarantor has caused this Guaranty to be executed and
      delivered as of the date first above written.

    

      
        	
                Address:
                  

              	 
	 	 
	
                Av.
                  Canaval y Moreyra 380 of 402

              	
                PURE
                  BIOFUELS DEL PERU S.A.C.

              
	
                San
                  Isidro, Lima

              	
                as
                  a Guarantor

              
	
                Peru

              	 
	
                Attention:
                  Luis Goyzueta

              	
                By:      
                  /s/ Luis Goyzueta

              
	
                Telephone:
                  +511-221-7365

              	
                Name:
                  Luis Goyzueta

              
	
                Facsimile:
                  +511-221-7347

              	
                Title:
                  Authorized Signatory

              
	 	 
	 	 
	
                Av.
                  Canaval y Moreyra 380 of 402

              	
                PURE
                  BIOFUELS CORP.

              
	
                San
                  Isidro, Lima

              	
                as
                  a Guarantor

              
	
                Peru

              	 
	
                Attention:
                  Luis Goyzueta 

              	
                By:    
                     /s/ Luis Goyzueta

              
	
                Telephone:
                  +511-221-7365

              	
                Name:
                  Luis Goyzueta

              
	
                Facsimile:
                  +511-221-7347

              	
                Title:
                  Chief Executive Officer

              
	 	 


      

    

    Accepted
      and Agreed to:

     

    Plainfield
      Special Situations Master Fund Limited,\

    as
      Administrative Agent

     

    
      	
              By:

            	
               /s/                                                          
                ,

            
	 	Name:
	 	Title:
	 	 


    

     

    
      
         

      

      
        14

        
          

        

      

      
         

      

       

    

    
      
        	
                1.

              	
                 

              	
                GUARANTY

              	
                1

              
	
                2.

              	
                 

              	
                LIABILITY
                  OF GUARANTORS ABSOLUTE

              	
                2

              
	
                3.

              	
                 

              	
                OBLIGATIONS
                  OF GUARANTORS INDEPENDENT

              	
                3

              
	
                4.

              	
                 

              	
                WAIVERS
                  BY GUARANTORS

              	
                3

              
	
                5.

              	
                 

              	
                RIGHTS
                  OF SECURED CREDITORS

              	
                4

              
	
                6.

              	
                 

              	
                CONTINUING
                  GUARANTY

              	
                6

              
	
                7.

              	
                 

              	
                SUBORDINATION
                  OF INDEBTEDNESS HELD BY GUARANTORS

              	
                6

              
	
                8.

              	
                 

              	
                GUARANTY
                  ENFORCEABLE BY ADMINISTRATIVE AGENT

              	
                6

              
	
                9.

              	
                 

              	
                REPRESENTATIONS,
                  WARRANTIES AND COVENANTS OF

              	 
	
                 

              	 	
                GUARANTORS

              	
                7

              
	
                10.

              	
                 

              	
                EXPENSES

              	
                9

              
	
                11.

              	
                 

              	
                BENEFIT
                  AND BINDING EFFECT

              	
                
                  9

                

              
	
                12.

              	
                 

              	
                AMENDMENTS;
                  WAIVERS

              	
                
                  9

                

              
	
                13.

              	
                 

              	
                SET
                  OFF

              	
                
                  9

                

              
	
                14

              	
                 

              	
                NOTICE

              	
                
                  9

                

              
	
                15

              	
                 

              	
                REINSTATEMENT

              	
                10

              
	
                16.

              	
                 

              	
                CONSENT
                  TO JURISDICTION; SERVICE OF PROCESS; AND WAIVER OF

              	 
	 	
              	
                TRIAL
                  BY JURY

              	
                10

              
	
                17

              	
                 

              	
                RELEASE
                  OF LIABILITY OF GUARANTOR UPON SALE OR

              	 
	 	 	
                DISSOLUTION

              	
                11

              
	
                18

              	
                 

              	
                CONTRIBUTION

              	
                11

              
	
                19

              	
                 

              	
                LIMITATION
                  ON GUARANTEED OBLIGATIONS

              	
                12

              
	
                20

              	
                 

              	
                COUNTERPARTS

              	
                13

              
	
                21

              	
                 

              	
                PAYMENTS

              	
                13

              
	
                22

              	
                 

              	
                ADDITIONAL
                  GUARANTORS

              	
                13

              
	
                23

              	
                 

              	
                HEADINGS
                  DESCRIPTIVE

              	
                13