THIRD
        AMENDMENT TO LOAN DOCUMENTS

       

      Third
        Amendment to Loan Documents, dated as of November 4, 2008 (this “Amendment”),
        among
        Pure Biofuels Corp. (the “Guarantor”),
        Pure
        Biofuels Del Peru S.A.C. and Palma Industrial S.A.C. (each a “Borrower”
and
        collectively, the “Borrowers”),
        Plainfield Special Situations Master Fund Limited (in its capacities as the
        Lender and the Administrative Agent), and the other Credit Parties party
        hereto.
        All capitalized terms used herein and not otherwise defined herein shall
        have
        the respective meanings provided such terms in the Loan Agreement (as defined
        below).

       

      WITNESSETH:

       

      WHEREAS,
        the Guarantor, the Borrowers, the Lender and the Administrative Agent are
        parties to that certain Loan Agreement, dated as of September 12, 2007 (as
        amended by an amendment executed and delivered by the Guarantor and the
        Borrowers on March 13, 2008 (the “First
        Amendment”),
        and
        as further amended by an amendment dated as of April 18, 2008, among the
        Guarantor, the Borrowers, Plainfield Special Situations Master Fund Limited
        (in
        its capacities as the Lender and the Administrative Agent) and the other
        Credit
        Parties party thereto (the “Second
        Amendment”)
        (pursuant to which the Lender has made Loans to the Borrowers in the aggregate
        outstanding principal amount of $37,346,939.00, reduced the Interest Reserve
        to
        $0.00 and agreed to defer the payment of interest with respect to the Loans
        during the period extending from and including March 12, 2008 to but excluding
        October 1, 2008 (the “Deferred
        Interest”),
        such
        Deferred Interest being due and payable in four equal monthly installments
        on
        October 1, 2008, November 1, 2008, December 1, 2008 and January 1, 2009)
        (as so
        amended, the “Loan
        Agreement”);

       

      WHEREAS,
        the Loans are evidenced and secured by the Loan Agreement and the other Loan
        Documents; 

       

      WHEREAS,
        subject to the terms and conditions of this Amendment, the parties hereto
        wish
        to amend certain provisions of the Loan Documents as herein
        provided.

       

      NOW,
        THEREFORE, IT IS AGREED:

       

      1. The
        Borrowers represent and warrant that the above recitals are true and correct
        in
        all respects.

       

      2. The
        Loan
        Documents are amended as follows:

       

      (a) Section
        1.01 of the Loan Agreement is hereby amended by replacing the definitions
        of
“Authorized Representative”, “Securities Purchase Agreement” and “Shareholders
        Agreement”, respectively, with the following definitions, respectively:


       

      “
        ‘Authorized
        Representative’
        means
        Luis Goyzueta or Alberto Pinto or any person or persons that has or have
        been
        authorized by the board of directors of Holdings or the Borrowers and are
        otherwise reasonably acceptable to Plainfield Special Situations Master Fund
        Limited.” 

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      “
        ‘Securities
        Purchase Agreement’
        shall
        mean the agreement, dated September 12, 2007, between Plainfield Peru I LLC,
        Plainfield Peru II LLC and Holdings, as amended by a first amendment,
        dated as of March 26, 2008 and as further amended by a second amendment,
        dated
        November 4, 2008.” 

       

      “
        ‘Shareholders
        Agreement’
        shall
        mean the
        Shareholders Agreement, dated September
        12,
        2007, among Plainfield Peru I LLC, Plainfield Peru II LLC and the other
        shareholders party thereto, as amended by the amendment dated as of March
        26,
        2008.”

       

      (b) Anything
        in Section 2.08 of the Loan Agreement or the other Loan Documents to the
        contrary notwithstanding, the Deferred Interest shall be due and payable
        on
        November 4, 2008. 

       

      3. Anything
        in the Loan Agreement or the other Loan Documents to the contrary
        notwithstanding, each of the Borrowers and the other Credit Parties hereby
        covenants and agrees to take all actions set forth on Exhibit A to this
        Amendment, at their sole cost and expense, to implement a trust arrangement
        with
        respect to the Collateral (including, without limitation, any collateral
        as a
        result of securing the Loans made pursuant to the Second Amendment), which
        trust
        arrangement (including, without limitation, the documentation therefor) shall
        be
        in form and substance reasonably satisfactory to the Lender (the “Trust
        Arrangement”),
        all
        of the above to be completed within the time period set forth therein and
        the
        parties hereto acknowledge and agree that the Trust Arrangement shall replace
        and subsume any prior obligations of the Borrowers as set forth in the Loan
        Agreement or the other Loan Documents related to the Trust Arrangement prior
        to
        the date hereof and that the failure to take any of the actions required
        on
        Exhibit A to this Amendment, within the time period required, shall give
        rise to
        an immediate Event of Default. 

       

      4. Except
        as
        set forth on Schedule 1 hereto, each of the Borrowers and the other Credit
        Parties hereby represents and warrants that all of the representations and
        warranties made by it in the Loan Agreement and the other Loan Documents
        are
        true and correct as of the date made and, to the extent it is a continuing
        representation or warranty, as of the Amendment Effective Date.

       

      5. Each
        of
        the Borrowers and the other Credit Parties acknowledges, confirms and agrees
        that (a) the aggregate principal amount of the Loans outstanding immediately
        prior to the Amendment Effective Date is $37,346,939.00 and (b) it possesses
        no
        claims, defenses, offsets, rights of recoupment or counterclaims of any kind
        or
        nature against the Lender or with respect to the Loans, the Loan Documents
        or
        the enforcement thereof (collectively, the “Claims”),
        nor
        does either of the Borrowers or any of the other Credit Parties now have
        knowledge of any facts that would or might give rise to any Claims. If facts
        now
        exist which would or could give rise to any Claim against the Lender or with
        respect to the Loans, the Loan Documents or the enforcement thereof, each
        of the
        Borrowers and the other Credit Parties hereby unconditionally, irrevocably
        and
        unequivocally waives and fully releases any and all such Claims as if such
        Claims were the subject of a law suit, adjudicated to final judgment from
        which
        no appeal can be taken, and therein dismissed with prejudice. Each of the
        Borrowers and the other Credit Parties hereby waives the provisions of any
        applicable laws restricting the release of claims which the releasing party
        does
        not know or suspect to exist at the time of release which, if known, would
        have
        materially affected its decision to agree to this release. In this regard,
        each
        of the Borrowers and the other Credit Parties hereby agrees, represents and
        warrants to the Lender that it realizes and acknowledges that factual matters
        now unknown to it may have given or may hereafter give rise to causes of
        action,
        claims, demands, debts, controversies, damages, costs, losses and expenses
        which
        are presently unknown, unanticipated and unsuspected, and each of the Borrowers
        and the other Credit Parties further agrees, represents and warrants that
        the
        release provided hereunder has been negotiated and agreed upon in light of
        that
        realization, and that each of the Borrowers and the other Credit Parties
        nevertheless hereby intends to release, discharge and acquit the Lender from
        any
        such unknown causes of action, claims, demands, debts, controversies, damages,
        costs, losses and expenses which are in any manner set forth in or related
        to
        the Loans, the Loan Documents (including, without limitation, the enforcement
        thereof), the Mortgaged Property, the improvements located therein, the other
        Collateral and/or any and all dealings in connection therewith. 

       

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

       

      6. (a)
        Each
        of the Borrowers and the other Credit Parties ratifies and confirms each
        of the
        liens and security interests granted by it to the Lender in the Loan Documents;
        

       

      (b) (i)
        each
        of the Borrowers and the other Credit Parties ratifies and confirms that
        the
        Security Documents create in favor of the Administrative Agent, for the benefit
        of the Lender, a security interest in all right, title and interest of each
        of
        the Borrowers and the other Credit Parties in those items and types of
        collateral described in the Security Documents, as security for the Obligations
        which include, without limitation, all Loans advanced to the Borrowers under
        the
        Loan Agreement.

       

      (ii)
        in
        furtherance of the foregoing, Section 1(i) of the Pledge Agreement is hereby
        amended to replace the existing text following after the words “each such Loan
        Document” and prior to the words “(all such obligations, liabilities and
        indebtedness under this clause (i), being herein collectively called the
“Loan
        Document Obligations”)” in its entirety with the following:

       

      “,
        an
        amendment to the Loan Agreement executed and delivered by Holdings and the
        Borrowers on March 13, 2008, the Second Amendment to Loan Documents, dated
        as of
        April 18, 2008 (the ‘Second Amendment’), among Holdings, Pure Biofuels and
        Palma, Plainfield Special Situations Master Fund Limited (in its capacities
        as
        the Lender and the Administrative Agent), and the other Credit Parties party
        thereto, the Notes, dated April 18, 2008, issued by each of Pure Biofuels
        and
        Palma in favor of Plainfield Special Situations Master Fund Limited pursuant
        to
        the Second Amendment and the Third Amendment to Loan Documents, dated as
        of
        November 4, 2008 (the ‘Third Amendment’), among Holdings, Pure Biofuels and
        Palma, Plainfield Special Situations Master Fund Limited (in its capacities
        as
        the Lender and the Administrative Agent), and the other Credit Parties party
        thereto”;

       

      (c) each
        of
        the Borrowers and the other Credit Parties acknowledges and agrees that except
        as set forth in Section 2(b) as it applies to prior payments of interest
        due
        under Section 11.01(b) of the Loan Agreement subsequent to March 12, 2008
        and
        prior to the Amendment Effective Date and except as set forth in Section
        3 as it
        applies to the Trust Arrangement, the Lender has not waived, and by its
        execution and delivery of this Amendment the Lender is not waiving, any Default
        or Event of Default under the Loan Documents as amended hereby; and

       

      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

       

      (d) each
        of
        Holdings and the Subsidiary Guarantors ratifies and confirms its Guaranty;
        

       

      7. Each
        of
        the Loan Documents, as and to the extent amended hereby, remains in full
        force
        and effect in accordance with the terms and provisions thereof and
        hereof.

       

      8. This
        Amendment is limited as specified and shall not constitute a modification,
        acceptance or waiver of any other provisions of the Loan Agreement or any
        other
        Loan Document. In the event of any conflict between this Amendment and any
        of
        the Loan Documents, the terms and provisions of this Amendment shall govern
        and
        control. Each of the Borrowers and the other Credit Parties will do, execute,
        acknowledge and deliver, or cause to be done, executed, acknowledged and
        delivered, at its sole cost and expense, all such further acts, deeds,
        conveyances, mortgages, assignments, transfers, pledges and assurances as
        the
        Lender may reasonably require or deem desirable for the better assuring and
        confirming the terms and provisions of this Amendment. 

       

      9. From
        and
        after the Amendment Effective Date, each reference in any Loan Document to
        any
        other Loan Document shall be deemed to be a reference to such Loan Document
        as
        and to the extent amended hereby.

       

      10. This
        Amendment may be executed in any number of counterparts and by the different
        parties hereto on separate counterparts, each of which counterparts when
        executed and delivered shall be an original, but all of which shall together
        constitute one and the same instrument. A complete set of counterparts shall
        be
        lodged with each of the Lender and the Borrowers.

       

      11. The
        provisions of Sections 13.03 and 13.08 of the Loan Agreement are incorporated
        by
        reference herein (as if set forth in full in this section) so that this
        Amendment shall be subject to the terms and provisions of such sections of
        the
        Loan Agreement.

       

      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

       

      12. This
        Amendment shall become effective on the first date (the “Amendment
        Effective Date”)
        on
        which each of the following conditions is satisfied: (a) the Borrowers, the
        Lender and each of the other Credit Parties shall have signed a counterpart
        hereof (whether the same or different counterparts) and shall have delivered
        (including by way of facsimile transmission) the same to the Lender (with
        a copy
        to White & Case LLP, 1155 Avenue of the Americas, New York, NY 10036
        Attention: John May, Esq. (facsimile number 212-354-8113)); (b) the second
        amendment to the Securities Purchase Agreement shall be effective and the
        Borrowers shall have paid to the Lender the Deferred Interest in the aggregate
        amount of $2,322,779; (c) the Lender shall have received an opinion letter,
        addressed to the Administrative Agent and the Lender and dated the Amendment
        Effective Date, from each of Brian Alperstein, Esquire, General Counsel of
        the
        Company, Lewis
        and
        Roca LLP, special counsel to the Company
        and
Muniz,
        Ramirez, Perez-Taiman & Luna-Victoria, special counsel to the Borrowers
with
        respect to this Amendment and such matters incident thereto and to the
        transactions contemplated herein and therein as the Administrative Agent
        may
        reasonably request; (d) the Lender shall have received (i) from each Borrower,
        a
        certificate, dated the Amendment Effective Date and signed on behalf of each
        of
        the Borrowers by an Authorized Representative of such Borrower in the form
        of
        Exhibit B with appropriate insertions, together with copies of the certificate
        or articles of incorporation and by-laws (or other equivalent organizational
        documents), as applicable, of such Borrower and the resolutions of such Borrower
        referred to in such certificate certifying on behalf of such Borrower that
        all
        of the conditions in Sections 5.06 (for purposes of this Amendment, the
        reference to June 30, 2007 in Section 5.06 shall instead refer to June 30,
        2008)
        and 5.07 of the Loan Agreement have been satisfied on such date and (ii)
        from
        each Credit Party other than the Borrowers, a certificate, dated the Amendment
        Effective Date, signed by an Authorized Representative of such Credit Party,
        and
        attested to by another Authorized Representative of such Credit Party, in
        the
        form of Exhibit B with appropriate insertions, together with copies of the
        certificate or articles of incorporation and by-laws (or other equivalent
        organizational documents), as applicable, of such Credit Party and the
        resolutions of such Credit Party referred to in such certificate, and each
        of
        (i) and (ii) above shall be in form and substance reasonably acceptable to
        the
        Lender; and (e) if requested by the Lender on or prior to November 4, 2008,
        the
        Lender shall have received such other documents and evidence as are customary
        for transactions of this type or as the Lender may reasonably request in
        order
        to evidence the satisfaction of the other conditions set forth above.


       

       

      *
        * *

       

      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      



      IN
        WITNESS WHEREOF, the parties have executed and delivered this Amendment as
        of
        the date first set forth above.

       

      
        	 	LENDER:
	 	 	 
	 	 	PLAINFIELD SPECIAL SITUATIONS
                MASTER FUND LIMITED, as
                the Lender and the Administrative Agent
	 	 	 	 
	 	 	 	 
	 	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 	 	 


      

       

      
        
          	 	 BORROWERS:
	 	 
	 	 	PURE BIOFUELS DEL PERU
                  S.A.C.
	 	 	 
	 	 	 	 
	 	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 	
                	 
	 	 	PALMA INDUSTRIAL
                  S.A.C.
	 	 	 	 
	 	 	By:	 
	 	 	Name:
	 	 	
                  Title:
                    

                


        

      

       

       

      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

         

      

      
        
          	 	
                  OTHER
                    CREDIT PARTIES: 

                
	 	 	 
	 	 	
                  PURE
                    BIOFUELS CORP., 

                  as
                    a Guarantor

                
	 	 	 	 
	 	 	 	 
	 	 	By:	  
	 	 	Name:
	 	 	Title
	 	 	 	 


        

      

       

      
        
          	 	 	
                  ACEITE
                    PUCALLPA S.A.C.,

                  as
                    a Guarantor

                
	 	 	 	 
	 	 	 	 
	 	 	By:	  
	 	 	Name: Gonzalo
                  Campos
	 	 	Title: General
                  Manager  
	 	 	 	 


        

      

       

      
        
          
            	 	 	
                    
                       PALMAS
                        TROPICALES S.A.C.,

                       as
                        a Guarantor

                    

                  
	 	 	 	 
	 	 	 	 
	 	 	By:	 

	 	 	Name: Gonzalo
                    Campos
	 	 	Title: General
                    Manager  
	 	 	 	 


          

        

        

          
            
              	 	 	
                      
                        PUCAPALMA
                          S.A.C.,

                         as
                          a Guarantor

                      

                    
	 	 	 	 
	 	 	 	 
	 	 	By:	 

	 	 	Name: Gonzalo
                      Campos
	 	 	Title: General
                      Manager  
	 	 	 	 


            

          

          
 

          
            
              
                	 	 	
                        
                          ECOPALMA
                            S.A.C.,

                          as
                            a Guarantor

                        

                      
	 	 	 	
                         

                      
	 	 	 	 
	 	 	By:	 
	 	 	Name: Gonzalo
                        Campos
	 	 	Title: General
                        Manager  
	 	 	 	 


              

            

            

              
                
                  	 	 	
                          
                            PALMAS
                              DE ORIENTE S.A.C.,

                            as
                              a Guarantor

                          

                        
	 	 	 	 
	 	 	 	 
	 	 	By:	 
	 	 	Name: Gonzalo
                          Campos
	 	 	Title: General
                          Manager  
	 	 	 	 


                

              

               

              
                
                  
                  

                

                
                  7

                  
                    

                  

                

                
                  
                  

                

              

            

          

        

      

       

      The
        undersigned agrees that the Credit Parties entry into this Amendment will
        not
        violate the terms of the Securities Purchase Agreement and the Convertible
        Notes
        issued thereunder.

       

      
        
          
            	 	 	
                    PLAINFIELD
                      PERU I LLC

                  
	 	 	 	 
	 	 	 	 
	 	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 	 	 


          

        

         

        
          
            
              	 	 	
                       PLAINFIELD
                        PERU II LLC

                    
	 	 	 	 
	 	 	 	 
	 	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 	 	 


            

          

           

           

          
            
              
              

            

            
              8