SECOND
      AMENDMENT TO 

    


    SECURITIES
      PURCHASE AGREEMENT

    


    


    BY
      AND
      AMONG

    


    


    PURE
      BIOFUELS CORP.

    


    


    AND

    


    


    PLAINFIELD
      PERU I LLC

    PLAINFIELD
      PERU II LLC

    


    


    


    ______________________________

     

     

    Dated
      as
      of November 4, 2008

     

    ______________________________

     

     

      
        

      

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


     

    
      
        	 	 	 	 	
                Page

              
	
                ARTICLE
                  I AMENDMENTS TO THE AGREEMENT

              	
                2

              
	 	 
	
                SECTION

              	
                1.1.

              	
                Definitions

              	
                2

              
	
                SECTION

              	
                1.2.

              	
                Sale
                  and Purchase

              	
                3

              
	
                SECTION

              	
                1.3.

              	
                The
                  Notes

              	
                4

              
	
                SECTION

              	
                1.4.

              	
                Affirmative
                  Covenants.

              	
                5

              
	 	
                 

              	 	 	 
	
                ARTICLE
                  II REPRESENTATIONS, WARRANTIES AND AGREEMENTS OF THE
                  COMPANY

              	
                5

              
	 	 
	
                SECTION

              	
                2.1.

              	
                Incorporation
                  of Representations and Warranties from the Agreement

              	
                5

              
	
                SECTION

              	
                2.2.

              	
                Use
                  of Proceeds

              	
                5

              
	
                SECTION

              	
                2.3.

              	
                No
                  Adjustment to Conversion Price

              	
                6

              
	
                SECTION

              	
                2.4.

              	
                Capital
                  Stock

              	
                6

              
	
                SECTION

              	
                2.5.

              	
                Brokers
                  and Finders

              	
                7

              
	
                SECTION

              	
                2.6.

              	
                Financial
                  Statements; Undisclosed Liabilities

              	
                7

              
	
                SECTION

              	
                2.7.

              	
                Private
                  Offering

              	
                8

              
	 	 	 	 	 
	
                ARTICLE
                  III REPRESENTATIONS AND WARRANTIES OF THE PURCHASER

              	
                8

              
	 	 
	
                SECTION

              	
                3.1.

              	
                Incorporation
                  of Representations and Warranties from the Agreement

              	
                8

              
	 	
                 

              	 	 	 
	
                ARTICLE
                  IV CONDITIONS PRECEDENT

              	
                8

              
	 	 
	
                SECTION

              	
                4.1.

              	
                Conditions
                  to the Company’s Obligations

              	
                8

              
	
                SECTION

              	
                4.2.

              	
                Conditions
                  to Purchaser’s Obligations

              	
                9

              
	 	 	 	 	 
	
                ARTICLE
                  V MISCELLANEOUS

              	
                10

              
	 	 
	
                SECTION

              	
                5.1.

              	
                Reference
                  to and Effect on the Agreement, the Initial Notes and the Additional
                  Notes

              	
                10

              
	
                SECTION

              	
                5.2.

              	
                Registration
                  Rights Agreement

              	
                11

              
	
                SECTION

              	
                5.3.

              	
                Governing
                  Law

              	
                11

              
	
                SECTION

              	
                5.4.

              	
                Expenses

              	
                11

              
	
                SECTION

              	
                5.5.

              	
                Headings
                  Descriptive

              	
                11

              
	
                SECTION

              	
                5.6.

              	
                Counterparts

              	
                11

              


      

       

    

    
      
        
        

      

      
        (i)

        
          

        

      

      
        
        

      

    

    SECOND
      AMENDMENT TO SECURITIES PURCHASE AGREEMENT

     

    SECOND
      AMENDMENT TO SECURITIES PURCHASE AGREEMENT dated as of November 4, 2008 (this
      “Second Amendment”), by and among PURE BIOFUELS CORP., a Nevada corporation (the
“Company”), and PLAINFIELD PERU I LLC, a Delaware limited liability company
      (“LLC1”), and PLAINFIELD PERU II LLC, a Delaware limited liability company
      (“LLC2” and together with LLC1, the “Purchaser”). Capitalized terms used herein
      without definition shall have the same meanings herein as set forth in the
      Agreement (as defined below).

     

     

    W
      I T
      N E S S E T H:

     

    WHEREAS,
      the Company entered into that certain Securities Purchase Agreement, dated
      as of
      September 12, 2007 (the “Securities
      Purchase Agreement”),
      by
      and among the Company, LLC1 and LLC2 for the purchase of $10,000,000 aggregate
      principal amount of 10%/12% Senior Convertible PIK Election Notes due 2012,
      Common Stock and warrants to purchase shares of Common EX-10.2Stock (as amended
      by an amendment, dated as of March 26, 2008 (the “First
      Amendment”),
      for
      the purchase of an additional $5,000,000 aggregate principal amount of 10%/12%
      Senior Convertible PIK Election Notes due 2012, the “Agreement”);

     

    WHEREAS,
      the Company, the Borrowers (as defined below) and Plainfield Special Situations
      Master Fund Limited (in its capacities as the lender and the administrative
      agent) are parties to that certain Loan Agreement, dated as of September 12,
      2007, among Pure Biofuels del Peru S.A.C. and Palma Industrial S.A.C., as
      borrowers (the “Borrowers”),
      the
      Company, as guarantor, and Plainfield Special Situations Master Fund Limited,
      as
      the lender and the administrative agent (as amended by an amendment executed
      and
      delivered by the Company and the Borrowers on March 13, 2008 and as further
      amended by the Second Amendment to Loan Documents, dated as of April 18, 2008,
      among the Company, 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 (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 Loan (as defined in the Loan Agreement)
      during the period extending from and including March 12, 2008 to but excluding
      October 1, 2008 in the amount of $2,322,779 (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,
      to obtain funds to enable the Borrowers to pay the Deferred Interest and to
      pay
      interest with respect to the Loan during the period extending from and including
      October 1, 2008 to and including January 31, 2009 (the “Additional
      Deferred Interest”),
      the
      Company desires, subject to the terms and conditions set forth herein, to issue
      and sell to Purchaser, and Purchaser desires, subject to the terms and
      conditions set forth herein, to purchase additional 10%/12% Senior Convertible
      PIK Election Notes due 2012 in an aggregate principal amount of $4,005,897,
      convertible into an aggregate amount of 13,352,989 shares of Common Stock (such
      amounts, in each case, subject to any adjustment required pursuant to Section
      2.5 of this Agreement); and

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

     

    WHEREAS,
      Section 11.1 of the Agreement provides that the Company and the Required Holders
      may, with certain exceptions, amend the Agreement with the written consent
      of
      the Company and the Required Holders.

     

    NOW,
      THEREFORE, the parties hereto, intending to be legally bound, hereby agree
      as
      follows.

     

    ARTICLE
      I

     

    AMENDMENTS
      TO THE AGREEMENT

     

    SECTION
      1.1. Definitions.
      Clause
      (a) of Article I of the Agreement is hereby amended by inserting the following
      definitions in appropriate alphabetical order:

     

    “
      ‘October
      2008 Additional Notes’
      means
      the 10%/12% Senior Convertible PIK Election Notes due 2012 issued by the Company
      on the October 2008 Additional Notes Closing Date and on each October 2008
      Additional Notes Issuance Date (such term to include any such notes issued
      in
      substitution therefor pursuant to Section 12 of the Agreement and any notes
      issued in kind as interest pursuant to the terms of the October 2008 Additional
      Notes).”

     

    “
      ‘October
      2008 Additional Notes Closing’
has
      the
      meaning set forth in Section 2.6 of the Agreement.”

     

    “
      ‘October
      2008 Additional Notes Closing Date’
has
      the
      meaning set forth in Section 2.6 of the Agreement.”

     

    “
      ‘October
      2008 Additional Notes Closing Date Purchase Price’
has
      the
      meaning set forth in Section 2.5 of the Agreement.”

     

    “
      ‘October
      2008 Additional Notes Issuance Dates’
has
      the
      meaning set forth in Section 2.5 of the Agreement.”

     

    “
      ‘October
      2008 Additional Notes Issuance Dates Purchase Price’
has
      the
      meaning set forth in Section 2.5 of the Agreement.”

     

    In
      addition, the definitions of “Authorized Representative”, “Loan Agreement” and
“Notes”, respectively, in clause (a) of Article I of the Agreement are replaced
      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 and are otherwise reasonably acceptable
      to
      Plainfield Special Situations Master Fund Limited.” 

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    “
      ‘Loan
      Agreement’
      means
      the loan agreement, dated as of September 12, 2007, among Pure Biofuels del
      Peru
      S.A.C. and Palma Industrial S.A.C., as borrowers (the “Borrowers”),
      the
      Company, as guarantor, the lenders from time to time party thereto and
      Plainfield Special Situations Master Fund Limited, as administrative agent,
      as
      amended by an amendment executed and delivered by the Company and the Borrowers
      on March 13, 2008 and as further amended by the Second Amendment to Loan
      Documents, dated as of April 18, 2008, among the Company, 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.”

     

    “
      ‘Notes’
      means
      the Initial Notes, the Additional Notes, the October 2008 Additional Notes
      and
any
      notes
      issued in substitution therefor pursuant to Section 12 of the Agreement and
      any
      notes issued in kind as interest pursuant to the terms of the Notes.”

     

    SECTION
      1.2. Sale and Purchase. Article
      II of the Agreement is hereby amended by inserting new Section 2.5 and Section
      2.6 as follows:

     

    “SECTION
      2.5. October
      2008 Additional Notes; Agreement to Sell and to Purchase; Purchase
      Price.
      Subject
      to the terms and conditions set forth in this Agreement, the Company agrees
      to
      issue and sell to Purchaser, and Purchaser agrees to purchase from the Company,
      (a) on the October 2008 Additional Notes Closing Date, $2,370,182, in aggregate
      principal amount of the October 2008 Additional Notes for a purchase price
      of
      $2,370,182 (the ‘October
      2008 Additional Notes Closing Date Purchase Price’)
      and (b)
      on each of the following Issuance Dates (each such date of issuance, an
‘October
      2008 Additional Notes Issuance Date’),
      the
      aggregate principal amount of the October 2008 Additional Notes set forth below
      pertaining to such October 2008 Additional Notes Issuance Date for a purchase
      price equal to the purchase price set forth below pertaining to such October
      2008 Additional Notes Issuance Date (collectively, the ‘October
      2008 Additional Notes Issuance Dates Purchase Price’);

     

    
      
        	
                Issuance
                  Dates

              	 	
                Principal
                  Amount

              	 	
                 Issuance
                  Date Purchase Price

              	 
	 	 	 	 	 	 
	
                November
                  4, 2008

              	 	
                 

              	
                $412,253

              	 	
                 

              	
                $412,253

              	 
	 	 	 	
                 

              	 	 	
                 

              	 
	
                December
                  1, 2008

              	 	
                 

              	
                $398,955

              	 	
              	
                $398,955

              	 
	 	 	 	
                 

              	 	 	
                 

              	 
	
                January
                  1, 2009

              	 	
              	
                $412,253

              	 	
                 

              	
                $412,253

              	 
	 	 	 	
                 

              	 	 	
                 

              	 
	
                February
                  1, 2009

              	 	
              	
                $412,254

              	 	
                 

              	
                $412,254

              	 


      

    

     

    provided,
      however,
      that the
      aggregate principal amount of the October 2008 Additional Notes to be issued
      on
      February 1, 2009 and the October 2008 Additional Notes Issuance Date Purchase
      Price therefor, shall be adjusted to the extent necessary to reflect the change
      in the Additional Deferred Interest resulting from the resetting of the
      Eurodollar Rate (as defined in the Loan Agreement) on January 1, 2009.


     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    SECTION
      2.6. October
      2008 Additional Notes Closing.
      Subject
      to the satisfaction or waiver of the conditions set forth in this Agreement,
      (a)
      the purchase and sale of the October 2008 Additional Notes to be purchased
      and
      sold hereunder (the “October
      2008 Additional Notes Closing”)
      for
      the October 2008 Additional Notes Closing Date Purchase Price shall take place
      at 10:00 a.m. at the offices of White & Case LLP, counsel to Purchaser, at
      1155 Avenue of the Americas, New York, New York, on November 4, 2008 (the
“October
      2008 Additional Notes Closing Date”)
      and
      (b) the purchase and sale of the October 2008 Additional Notes to be purchased
      and sold hereunder for the October 2008 Additional Notes Purchase Price shall
      take place at 10:00 a.m. at the offices of White & Case LLP, on each October
      2008 Additional Notes Issuance Date or on such other date as the parties shall
      mutually agree upon. 

     

    At
      the
      October 2008 Additional Notes Closing Date and at each October 2008 Additional
      Notes Issuance Date:

     

    (i) Purchaser
      shall deliver (a) in the case of the October 2008 Additional Notes Closing
      Date,
      an amount equal to the October 2008 Additional Notes Closing Date Purchase
      Price
      (net of a funding fee equal to $47,403) and (b) in the case of each October
      2008
      Additional Notes Issuance Date, an amount equal to the applicable October 2008
      Additional Notes Issuance Date Purchase Price (net of a funding fee equal to
      2.0% of the applicable October 2008 Additional Notes Issuance Date Purchase
      Price), in each case, via wire transfer of immediately available funds to such
      bank account as the Company shall have designated not later than one Business
      Day prior to the October 2008 Additional Notes Closing Date or the applicable
      October 2008 Additional Notes Issuance Date, as the case may be.

     

    (ii) The
      Company shall deliver to LLC1 (a) in the case of the October 2008 Additional
      Notes Closing Date against payment of the October 2008 Additional Notes Closing
      Date Purchase Price and (b) in the case of each October 2008 Additional Notes
      Issuance Date against payment of the applicable October 2008 Additional Notes
      Issuance Date Purchase Price, a certificate or certificates representing the
      October 2008 Additional Notes being purchased by Purchaser pursuant to Section
      2.5 on such date, which shall be in definitive form and registered in the name
      of LLC1 or its nominee or designee and in a single certificate or in such other
      denominations as Purchaser shall have requested not later than one Business
      Day
      prior to the October 2008 Additional Notes Closing Date or the applicable
      October 2008 Additional Notes Issuance Date, as the case may be.”

     

    SECTION
      1.3. The Notes.
      Section
      3.1 of the Agreement is hereby amended by inserting a new paragraph at the
      end
      thereof as follows:

     

    “The
      Company will authorize the issuance of $4,005,897 aggregate principal amount
      of
      the October 2008 Additional Notes, or such greater amount as may be required
      as
      a result of any adjustment pursuant to Section 2.5 of this Agreement, to be
      issued on the October 2008 Additional Notes Closing Date and each October 2008
      Additional Notes Issuance Date, and any Notes to be issued in kind as interest.
      The October 2008 Additional Notes shall be substantially in the form set forth
      in Exhibit A.”

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    SECTION
      1.4. Affirmative Covenants. Article VI of the Agreement is hereby amended
      by inserting a new Section 6.21, as set forth below:

     

    “SECTION
      6.21 Post-Closing
      Actions.
      Notwithstanding anything to the contrary contained in this Agreement or the
      other Transaction Documents, each of the Company and each of its Subsidiaries
      hereby covenants and agrees to take all actions set forth on Schedule 6.21
      to
      this Second Amendment to implement the Trust Arrangement (as defined in the
      Loan
      Agreement) within the time period set forth therein and the parties hereto
      acknowledge and agree that the failure to take any of the actions required
      on
      Schedule 6.21 to this Second Amendment, within the time period required, shall
      give rise to an immediate Event of Default pursuant to this Agreement.”


     

    ARTICLE
      II

     

    REPRESENTATIONS,
      WARRANTIES AND AGREEMENTS

    OF
      THE
      COMPANY

     

    In
      order
      to induce the Purchaser to enter into this Second Amendment and to purchase
      the
      October 2008 Additional Notes, the Company hereby represents and warrants to
      and
      agrees with the Purchaser that on the date hereof, after giving effect to the
      consummation of the transactions contemplated hereby that:

     

    SECTION
      2.1. Incorporation of Representations and Warranties from the
      Agreement.
      The
      representations and warranties contained in Article IV of the Agreement and
      in
      Section 8 of the Loan Agreement are true and correct in all material respects
      with the same effect as though such representations and warranties had been
      made
      on the date hereof (it being understood and agreed that any representation
      or
      warranty which by its terms is made as of a specified date shall be required
      to
      be true and correct in all material respects only as of such specified date);
      provided that Schedule 2.1 to this Second Amendment updates Schedule 8.23 of
      the
      Loan Agreement as of the date hereof.

     

    SECTION
      2.2. Use of Proceeds.
      (a) All
      of the proceeds of the payment of the October 2008 Additional Notes Closing
      Date
      Purchase Price shall be used by the Company to make an equity contribution
      to
      the Borrowers in the same amount and the Company shall cause all the proceeds
      of
      such equity contribution to be used by the Borrowers to pay the Deferred
      Interest in the aggregate amount of $2,322,779. Each of the Company, the
      Purchaser and the Borrowers (in the case of the Borrowers, by their execution
      and delivery of this Second Amendment) agree that each of (x) the payment of
      the
      October 2008 Additional Notes Closing Date Purchase Price by the Purchaser
      to
      the Company, (y) the making of such equity contribution by the Company to the
      Borrowers and (z) the payment of such Deferred Interest by the Borrowers to
      the
      Lender shall be deemed to have occurred in such order by virtue of this Second
      Amendment (and without any actual transfers of funds) on the date that all
      conditions precedent set forth in this Second Amendment for the issuance of
      the
      October 2008 Additional Notes on the October 2008 Additional Notes Closing
      Date
      have been satisfied by the Company. 

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    (b)
       All
      of
      the proceeds of the payment of the October 2008 Additional Notes Purchase Price
      on each October 2008 Additional Notes Issuance Date shall be used by the Company
      to make an equity contribution to the Borrowers in the same amount and the
      Company shall cause all the proceeds of such equity contribution to be used
      by
      the Borrowers to pay the Additional Deferred Interest in the aggregate amount
      of
      $1,603,001. Each of the Company, the Purchaser and the Borrowers (in the case
      of
      the Borrowers, by their execution and delivery of this Second Amendment) agree
      that each of (i) the payment of the October 2008 Additional Notes Purchase
      Price
      by the Purchaser to the Company on each October 2008 Additional Notes Issuance
      Date, (ii) the making of such equity contribution by the Company to the
      Borrowers and (iii) the payment of such Additional Deferred Interest by the
      Borrowers to the Lender shall be deemed to have occurred in such order by virtue
      of this Second Amendment (and without any actual transfers of funds) on the
      following dates: (A) on November 4, 2008, in the case of $412,253 of the October
      2008 Additional Notes Purchase Price, (B) on December 1, 2008, in the case
      of
      $398,955 of the October 2008 Additional Notes Purchase Price, (C) on January
      1,
      2009, in the case of $412,253 of the October 2008 Additional Notes Purchase
      Price and (D) on February 1, 2009, in the case of $412,254 of the October 2008
      Additional Notes Purchase Price, or such greater amount as may be required
      as a
      result of any adjustment pursuant to Section 2.5 of this Agreement; provided,
      however,
      that in
      the case of each of subclauses (A), (B), (C) and (D), all conditions precedent
      set forth in this Second Amendment for the issuance of the October 2008
      Additional Notes are satisfied by the Company on the applicable October 2008
      Additional Notes Issuance Date. 

     

    (c)
       No
      part
      of the proceeds from the sale of the October 2008 Additional Notes will be
      used
      to purchase or carry any Margin Stock or to extend credit for the purpose of
      purchasing or carrying any Margin Stock.

     

    SECTION
      2.3. No Adjustment to Conversion Price.
      Except
      as set forth on Schedule 2.3 hereto, nothing has occurred since the Additional
      Notes Closing Date that has resulted, or would result, in an adjustment to
      the
      Conversion Price pursuant to Section 3.6 of the Agreement. 

     

    SECTION
      2.4. Capital Stock.
      (a) As
      of the October 2008 Additional Notes Closing Date, the authorized Capital Stock
      of the Company will consist solely of 325,000,000 shares of Common Stock and
      1,000,000 shares of preferred stock, of which 172,374,699 shares of Common
      Stock
      (assuming no additional exercises of existing stock options) and no shares
      of
      preferred stock are issued and outstanding, no shares are held in treasury
      and
      69,745,250 shares of Common Stock (such amount does not include any shares
      or
      warrants that may be issued pursuant to the Binding Letter of Intent or Section
      3.6(m) of the Agreement) are reserved for issuance upon the exercise of
      outstanding warrants, options and other convertible or exchangeable securities
      (other than the October 2008 Additional Notes). Schedule
      4.7
      to this
      Second Amendment sets forth the capitalization of the Company as of the October
      2008 Additional Notes Closing Date.

     

    (b) Except
      as
      set forth on Schedule
      4.7
      to this
      Second Amendment, there are (i) no outstanding options, warrants, agreements,
      conversion rights, exchange rights, preemptive rights or other rights (whether
      contingent or not) to subscribe for, purchase or acquire any issued or unissued
      shares of Capital Stock of the Company or any Subsidiary, and (ii) no
      restrictions upon, or Contracts or understandings of the Company or any
      Subsidiary, or, to the knowledge of the Company, Contracts or understandings
      of
      any other Person, with respect to, the voting or transfer of any shares of
      Capital Stock of the Company or any Subsidiary.

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    (c) The
      Conversion Shares are duly authorized and validly reserved for issuance in
      contemplation of the conversion of the October 2008 Additional Notes and, when
      issued and delivered in accordance with the terms of the October 2008 Additional
      Notes, will have been validly issued and will be fully paid and nonassessable,
      and the issuance thereof will not have been subject to any preemptive rights
      or
      made in violation of any Applicable Law.

     

    (d) The
      holders of the October 2008 Additional Notes will, upon issuance thereof, have
      the rights set forth in the form of October 2008 Additional Note (subject to
      the
      limitations and qualifications set forth therein).

     

    SECTION
      2.5. Brokers and Finders.
      No
      agent, broker, Person or firm acting on behalf of the Company or its Affiliates
      is, or will be, entitled to any fee, commission or broker’s or finder’s fees
      from any of the parties hereto, or from any Person controlling, controlled
      by,
      or under common control with any of the parties hereto, in connection with
      this
      Second Amendment or any of the transactions contemplated hereby.

     

    SECTION
      2.6. Financial Statements; Undisclosed Liabilities.

     

    (a) The
      unaudited balance sheet of the Company as of June 30, 2008 and the related
      statements of income and cash flows of Holdings for the three-month and
      six-month periods ended as of such dates, copies of which in each case were
      furnished or made available to the Purchaser prior to the date hereof, present
      fairly in all material respects the consolidated financial condition of the
      Company and its subsidiaries at the date of said financial statements and the
      consolidated results of operations for the period covered thereby. All of the
      foregoing historical financial statements have been prepared in accordance
      with
      GAAP consistently applied except to the extent provided in the notes to said
      financial statements and subject, to normal year-end audit adjustments (all
      of
      which are of a recurring nature and none of which, individually or in the
      aggregate, would be material) and the absence of footnotes.

     

    (b) Except
      as
      fully disclosed in the financial statements previously delivered to the
      Purchaser, and except for the Indebtedness incurred under the Agreement and
      the
      Loan Agreement, there are as of the date hereof no liabilities or obligations
      with respect to the Company or any of its subsidiaries of any nature whatsoever
      (whether absolute, accrued, contingent or otherwise and whether or not due)
      which, either individually or in the aggregate, could reason-ably be expected
      to
      be material to the Company or any of its subsidiaries. Except as set forth
      on
Schedule
      5.07
      to the
      Loan Agreement, as of the date hereof, neither the Company nor any of its
      subsidiaries knows of any basis for the assertion against it of any liability
      or
      obligation of any nature whatsoever that is not fully disclosed in the financial
      statements previously delivered to the Purchaser or referred to in the
      immediately preceding sentence which, either individually or in the aggregate,
      could reasonably be expected to be material to the Company or any of its
      subsidiaries.

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    (c) After
      giving effect to the transaction contemplated hereby, nothing has occurred
      that
      has had, or could reasonably be expected to have, either individually or in
      the
      aggregate, a Material Adverse Effect.

     

    SECTION
      2.7. Private Offering.
      Assuming the accuracy of the representations and warranties set forth in Section
      5.2 of the Agreement, the offer and sale of the October 2008 Additional Notes
      to
      the Purchaser is exempt from the registration and prospectus delivery
      requirements of the Securities Act. Neither the Company, nor anyone acting
      on
      behalf of it, has offered or sold or will offer or sell any securities, or
      has
      taken or will take any other action (including, without limitation, any offering
      of any securities of the Company under circumstances that would require, under
      the Securities Act, the integration of such offering with the offering and
      sale
      of the October 2008 Additional Notes), which would subject the sale of the
      October 2008 Additional Notes contemplated hereby to the registration provisions
      of the Securities Act.

     

    ARTICLE
      III

     

    REPRESENTATIONS
      AND WARRANTIES

    OF
      THE
      PURCHASER

     

    Purchaser
      hereby represents and warrants to the Company as follows:

    


    SECTION
      3.1. Incorporation of Representations and Warranties from the
      Agreement.
      The
      representations and warranties contained in Article V of the Agreement are
      true
      and correct in all material respects with the same effect as though such
      representations and warranties had been made on the date hereof (it being
      understood and agreed that any representation or warranty which by its terms
      is
      made as of a specified date shall be required to be true and correct in all
      material respects only as of such specified date).

     

    


    ARTICLE
      IV

     

    CONDITIONS
      PRECEDENT

     

    SECTION
      4.1. Conditions to the Company’s Obligations.
      The
      issuance of the October 2008 Additional Notes by the Company shall be subject
      to
      the satisfaction, at or prior to the October 2008 Additional Notes Closing
      Date
      and each October 2008 Additional Notes Issuance Date, of the following
      conditions:

     

    (a) Purchaser
      shall have performed in all material respects all obligations and agreements,
      and complied in all material respects with all covenants, contained in this
      Second Amendment to be performed and complied with by Purchaser at or prior
      to
      the October 2008 Additional Notes Closing Date and each October 2008 Additional
      Notes Issuance Date, as the case may be.

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    (b) No
      provision of any Applicable Law, injunction, order or decree of any Governmental
      Authority shall be in effect which has the effect of making the transactions
      contemplated hereby illegal or shall otherwise restrain or prohibit the
      consummation of the transactions contemplated hereby.

     

    SECTION
      4.2. Conditions to Purchaser’s Obligations.
      The
      obligations of Purchaser to purchase the October 2008 Additional Notes
      contemplated by this Second Amendment shall be subject to the satisfaction,
      at
      or prior to the October 2008 Additional Notes Closing, of the following
      conditions:

     

    (a) On
      the
      October 2008 Additional Notes Closing Date and also after giving effect to
      the
      sale of the October 2008 Additional Notes on such date there shall exist no
      Default or Event of Default.

     

    (b) Purchaser
      shall have received a certificate, dated the October 2008 Additional Notes
      Closing Date and signed on behalf of the Company by an Authorized
      Representative, certifying on behalf of the Company that on the October 2008
      Additional Notes Closing Date and also after giving effect to the sale of the
      October 2008 Additional Notes on such date (i) there shall exist no Default
      or
      Event of Default and (ii) all representations and warranties contained or
      incorporated by reference in this Second Amendment shall be true and correct
      in
      all material respects with the same effect as though such representations and
      warranties had been made on the October 2008 Additional Notes Closing Date
      (it
      being understood and agreed that any representation or warranty which by its
      terms is made as of a specified date shall be required to be true and correct
      in
      all material respects only as of such specified date).

     

    (c) Purchaser
      shall have received 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 Subsidiaries, an opinion addressed to Purchaser and dated the
      October 2008 Additional Notes Closing Date covering such matters incident to
      the
      transactions contemplated herein as the Purchaser may reasonably
      request.

     

    (d) Purchaser
      shall have received a certificate from the Company, dated the October 2008
      Additional Notes Closing Date, signed by an Authorized Representative, and
      attested to by another Authorized Representative, in the form of Exhibit B,
      with
      appropriate insertions, together with copies of the articles of incorporation
      and by-laws of the Company and the resolutions of the Company referred to in
      such certificate and the foregoing shall be in form and substance reasonably
      acceptable to Purchaser.

     

    (e) On
      the
      October 2008 Additional Notes Closing Date, all corporate and legal proceedings
      and all instruments and agreements in connection with the transactions
      contemplated by this Second Amendment shall be reasonably satisfactory in form
      and substance to Purchaser, and Purchaser shall have received all information
      and copies of all documents and papers, including records of corporate
      proceedings, governmental approvals, good standing certificates and bring-down
      telegrams or facsimiles, if any, which Purchaser reasonably may have requested
      in connection therewith, such documents and papers where appropriate to be
      certified by proper corporate officials or Governmental
      Authorities.

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    (f) Nothing
      shall have occurred since June 30, 2008 (and Purchaser shall have not have
      become aware of any facts or conditions not previously known) which Purchaser
      shall determine has had, or could reasonably be expected to have, (i) a Material
      Adverse Effect or (ii) a material adverse effect on the transactions
      contemplated hereby.

     

    (g) All
      necessary governmental and third party approvals and/or consents in connection
      with the Transactions shall have been obtained and remain in effect, and all
      applicable waiting periods with respect thereto shall have expired without
      any
      action being taken by any competent authority which restrains, prevents or
      imposes materially adverse conditions upon the consummation of the transactions
      contemplated hereby. On the October 2008 Additional Notes Closing Date, there
      shall not exist any judgment, order, injunction or other restraint issued or
      filed or a hearing seeking injunctive relief or other restraint pending or
      notified prohibiting or imposing materially adverse conditions upon transactions
      contemplated hereby.

     

    (h) Except
      as
      set forth in Schedule
      5.07
      to the
      Loan Agreement, on the October 2008 Additional Notes Closing Date, there shall
      be no actions, suits or proceedings pending or threatened (a) with respect
      to
      the transactions contemplated hereby, this Second Amendment or any other
      Transaction Document, or (b) which Purchaser shall determine has had, or could
      reasonably be expected to have, a Material Adverse Effect.

     

    (i) Purchaser
      shall have received certificates representing the October 2008 Additional Notes
      purchased by Purchaser.

     

    (j) Purchaser
      shall have received such other documents and evidence as are customary for
      transactions of this type or as Purchaser may reasonably request in order to
      evidence the satisfaction of the other conditions set forth above.

     

    (k) All
      of
      the foregoing conditions precedent in this Section 4.2 (other than clause (c)
      above) shall be satisfied as of the applicable October 2008 Additional Notes
      Issuance Date (it being understood that for purposes of this clause (k) only,
      references in this Section 4.2 to the “October 2008 Additional Notes Closing
      Date” shall be deemed to relate to the applicable October 2008 Additional Notes
      Issuance Date and references in this Section 4.2 to the phrase “giving effect to
      the sale of the October 2008 Additional Notes on such date” shall be deemed to
      relate to giving effect to the interest payment deemed to have occurred on
      the
      applicable October 2008 Additional Notes Issuance Date). 

     

    


    ARTICLE
      V

     

    MISCELLANEOUS

     

    SECTION
      5.1. Reference to and Effect on the Agreement, the Initial Notes and the
      Additional Notes.

     

    (i) Upon
      the
      execution of this Second Amendment by the parties hereto, each reference in
      the
      Agreement to “this Agreement”, “hereunder”, “hereof”, “herein” or words of like
      import referring to the Agreement and each reference in the other Transaction
      Documents to the “Securities Purchase Agreement”, “thereunder”, “thereof” or
      words of like import referring to the Agreement shall mean and be a reference
      to
      the Agreement as amended hereby.

     

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

    (ii) Except
      as
      specifically amended by this Second Amendment, the Agreement and the other
      Transaction Documents shall remain in full force and effect and are hereby
      ratified and confirmed.

     

    (iii) This
      Second Amendment shall constitute a “Transaction
      Document”
and
      shall constitute a “Note
      Document”
for
      all
      purposes of the Agreement and the other Transaction Documents.

     

    SECTION
      5.2. Registration Rights Agreement.
      The
      parties hereto agree that the shares of Common Stock issuable upon conversion
      of
      the October 2008 Additional Notes shall constitute “Registrable
      Securities”
under
      the Registration Rights Agreement.

     

    SECTION
      5.3. Governing Law.
      THIS
      SECOND AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER AND
      THEREUNDER 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).

     

    SECTION
      5.4. Expenses.
      The
      Company shall reimburse the Purchaser for all reasonable disbursements and
      out-of-pocket expenses incurred by the Purchaser in connection with the
      transactions contemplated hereby, including, without limitation, the fees and
      disbursements of White & Case LLP, counsel to the Purchaser. On the October
      2008 Additional Notes Closing Date and on each October 2008 Additional Notes
      Issuance Date, Purchaser shall provide the Company with documentation reasonably
      satisfactory to the Company for such disbursements and out-of-pocket expenses.
      

     

    SECTION
      5.5. Headings Descriptive.
      The
      headings of the several sections and subsections of this Second Amendment are
      inserted for convenience only and shall not in any way affect the meaning or
      construction of any provision of this Second Amendment.

     

    SECTION
      5.6. Counterparts.
      This
      Second Amendment 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. Delivery of an executed counterpart
      hereof by facsimile or electronic transmission shall be as effective as delivery
      of any original executed counterpart hereof.

     

    [SIGNATURE
      PAGES TO FOLLOW]

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

    IN
      WITNESS WHEREOF, the parties hereto have executed this Second Amendment as
      of
      the date first above written.

     

    
      	 	 	 
	 	PURE
              BIOFUELS
              CORP.
	 
 	 
 	 
 
	
            	By:	 
              
	 	
              Name:
                Luis Goyzueta 

              Title:
                Chief Executive Officer

            


    

     

    Each
      of
      the undersigned agrees that all references to the “Convertible Note Documents”
in the Loan Agreement shall mean as the Convertible Note Documents are amended
      by this Second Amendment and by any amendments in connection with Section 6.21
      of this Second Amendment. 

     

    
      	Address:  	 	 
	 	PURE
              BIOFUELS DEL
              PERU S.A.C. 
	
               

              Av.
                Canaval y Moreyra 380 of 402 

              San
                Isidro, Lima

            	 
 	 
	Peru	By:	 
	
              Attention: Luis
                Goyzueta

              Telephone: +511-221-7365

              Facsimile: +511-221-7347

            	
              Name:
                Luis Goyzueta 

              Title:
                Authorized Representative 

            


    

     

    
      
        	Address:  	 	 
	 	PALMA
                INDUSTRIAL
                S.A.C.
	
                 

                Av.
                  Canaval y Moreyra 380 of 402 

                San
                  Isidro, Lima

              	 
 	 
	Peru	By:	 
	
                Attention: Luis
                  Goyzueta

                Telephone: +511-221-7365

                Facsimile: +511-221-7347

              	
                Name:
                  Luis Goyzueta 

                Title:
                  Authorized Representative 

              


      

    

     

    
      
        	Address:  	 	 
	 	PURE BIOFUELS CORP.
	
                 

                
                  9440
                    Little Santa Monica Blvd. 

                  Suite
                    401

                

              	 
 	 
	Beverly
                Hills, Ca
                90210	By:	 
	
                
                  Attention: Luis
                    Goyzueta

                  Telephone: (310)
                    402-5901

                  Facsimile: (310)
                    402-5947

                

              	
                Name:
                  Luis Goyzueta 

                Title:
                  Chief Executive Officer

              


      

    

     

    
      
        
        

      

      
        
          Signature
            Page to Second Amendment to Purchase Agreement

        

        
          

        

      

      
        
        

      

    

     

    
      	 	 	 
	 	PLAINFIELD
              PERU I
              LLC
	 
 	 
 	 
 
	 	By:	 
	 	
              Name:
                Steven Segaloff

              Title:
                Authorized Individual

            


    

     

     

    
      
        	 	 	 
	 	PLAINFIELD
                PERU II
                LLC
	 
 	 
 	 
 
	 	By:	 
	 	
                Name:
                  Steven Segaloff

                Title:
                  Authorized Individual

              


      

       

    

    The
      undersigned agrees that the Company’s issuance of the October 2008 Additional
      Notes and the use of the proceeds thereof for the purposes set forth in Section
      2.2 hereto will not violate the terms of the Loan Agreement.

     

    
      
        	 	 	 
	 	PLAINFIELD
                SPECIAL
                SITUATIONS MASTER FUND LIMITED
	 
 	 
 	 
 
	 	By:	 
	 	
                Name:
                  Steven Segaloff

                Title:
                  Authorized Individual

              


      

       

      
        
          
          

        

        
          
            Signature
              Page to Second Amendment to Purchase Agreement