PROMISSORY
NOTE

     

    
      	
              $4,400,000.00

            	
              June
      4, 2010

            


    

     

    FOR VALUE
RECEIVED AND ACKNOWLEDGED, the undersigned, PURE BIOFUELS CORP., a corporation
incorporated under the laws of the state of Nevada (“Payor”), hereby unconditionally
promises to pay to the order of  PLAINFIELD PERU I LLC, a Delaware
limited liability company or its permitted assigns (“Payee”) with an address c/o Plainfield
Asset Management LLC, 333 Ludlow Street, Stamford, CT  06902, in
lawful money of the United States of America and in immediately available funds,
the principal amount of FOUR MILLION FOUR HUNDRED THOUSAND DOLLARS
($4,400,000.00). Payor shall pay the entire principal amount of this Note
together with accrued and unpaid interest on September 4, 2010 (the “Maturity Date”).

     

    1.           Interest.  Interest
on this Note will accrue from the date hereof at a rate of 15% per annum calculated on the
basis of a 360-day year and actual days elapsed. Payor shall pay interest in
cash monthly in arrears on the 1st of each month, commencing July 1,
2010.

     

    2.           Payments.  All
payments hereunder shall be made at the address of Payee set forth herein or at
such other place as Payee may, from time to time, designate.

     

    This Note
may be prepaid, in whole or in part, at any time by Payor without premium or
penalty.

     

    3.           Events
of Default; Acceleration.  If any one or more of the following events
(each hereinafter referred to as an “Event of Default”) shall have occurred
and be continuing and shall not have been cured or waived:

     

    (a) if
payment of the principal amount of or any other sums due under this Note
(whether at the Maturity Date or by acceleration or otherwise) is not made when
due;

     

    (b) if
default shall be made in the performance or observance of any covenant,
agreement or provision to be performed or observed by Payor under this
Note;

     

    (c) if
Payor or any of its subsidiaries shall (i) admit in writing its inability to, or
generally becomes unable to, pay its debts as they become due; (ii) file a
petition in bankruptcy or for reorganization or for the adoption of an
arrangement under any existing or future law of any jurisdiction, domestic or
foreign, relating to bankruptcy, or an answer or other pleading admitting or
failing to deny the material allegations of such a petition or seeking,
consenting to or acquiescing in the relief therein provided; (iii) make a
general assignment for the benefit of its creditors; (iv) consent to the
appointment of a receiver, trustee, custodian or other similar official for all
or any substantial part of its property or to the filing of a petition against
it under said bankruptcy law; (v) be  adjudicated insolvent or
bankrupt; (vi) have entered against it a court order appointing a receiver,
trustee, custodian or other similar official for all or any substantial part of
its property, or approving a filing in good faith of a petition filed against it
under said bankruptcy law (in both cases without its consent); (vii) allow the
assumption of custody or sequestration by a court of competent jurisdiction of
all or any substantially part of its property; or (viii) permit an attachment to
be made on any substantial part of its property or assets; or

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    (d) if
any indebtedness (other than this Note) of Payor or any its subsidiaries shall
be declared to be (or shall become) due and payable, or required to be prepaid
other than by a regularly scheduled required prepayment, prior to the stated
maturity thereof, provided that it shall not be an Event of Default under this
Section 3(d) unless the aggregate principal amount of all such indebtedness is
at least $100,000;

     

    then, and in each and every such case,
Payee may declare the principal amount to be immediately due and payable and
thereupon, if such Event of Default is not remedied or cured within (i) five (5)
days with respect to an Event of Default under subsections (a) and (d) above,
and (ii) thirty (30) days with respect to an Event of Default under subsection
(b) above, in each case after notice thereof to Payor by Payee, such amounts
shall become so due and payable without presentation, protest or further demand
or notice of any kind, all of which are hereby expressly waived, and Payee shall
be entitled to receive, to the extent lawful, reasonable attorneys’ fees for the
collection of such amounts; provided that if an Event of Default
under subsection (c) above shall occur with respect to Payor or any of its
subsidiaries, this Note shall automatically become immediately due and payable
without the giving of any such notice.

     

    
      
        
          4.           
Special
Provisions.

        

      

    

     

                           (a)
Warrants to be Issued upon execution of this Promissory Note.  Payor
shall issue to Payee on the date hereof, duly authorized and validly issued
seven-year cashless exercise warrants (the “Warrants”) to purchase 173,684,211
shares of the common stock, par value $.001 per share, of Payor (the “Common
Stock”) at an exercise price of $0.076 per share of Common Stock.  The
Warrants shall be substantially in the form set forth in Exhibit A attached hereto and hereby
made a part hereof.

     

                           (b)  Warrants
to be Issued Upon an Event of Default.  If an Event of Default under
Section 3(a) above occurs and is continuing, Payor shall issue to Payee on the
date of such Event of Default, additional Warrants (the “Additional Warrants”)
to purchase  1,157,894,737 shares of the Common Stock of Payor at an
exercise price of $0.076 per share of Common Stock.

     

                           (c)       Warrant
Conversion. Payee may at its option exchange all or any Warrants or Additional
Warrants at any time after the date hereof and during the Exercise Period (as
defined in the form set forth in Exhibit A) for a number of shares of Common
Stock equal to the number of shares that would have been issued upon the
exercise of the Warrants or Additional Warrants pursuant to Sections 4(a) and
(b), as applicable, divided by 1.2.  In connection with the
immediately preceding sentence, no fractions of shares of Common
Stock shall be issued, but the Payor shall, with respect to any fractional
interest:  (x) pay cash with respect to such fractional share based on
the closing market price of the Common Stock on the date of such exchange; or
(y) round up to the next whole share of Common Stock.

     

    
      
        
        

      

      
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    (d)  Increase
in Authorized Common Stock.  Payor shall take all actions necessary to
amend its Certificate of Incorporation to reflect an increase in its authorized
Common Stock from 750,000,000 shares to 2,500,000,000 shares, including but not
limited to, (i) obtaining the requisite shareholder consent approving the
amendment to its Certificate of Incorporation and (ii) as soon as practicable
but in no event later than June 16, 2010, filing with the Securities and
Exchange Commission a preliminary information statement pursuant to Section
14(c) of the Securities Exchange Act of 1934, as amended.

     

    5.          
Waivers. No course of dealing between Payor and Payee or any delay on the part
of Payee in exercising any rights hereunder shall operate as a waiver of any
rights of Payee, except to the extent expressly waived in writing by
Payee.  No delay or omission by Payee to exercise any right hereunder
shall impair any such right or operate as a waiver thereof or of default
hereunder nor shall any single or partial exercise thereof preclude any other or
future exercise thereof or the exercise of any other right.  The
remedies provided herein are cumulative and are not exclusive of any remedies
provided by law or in equity.  Payor hereby waives, unless otherwise
provided for in this Note, demand, notice of presentment, protest, notice of
dishonor and protest, rights of extension and any defense by reason of extension
of time or other indulgences granted by Payee.

     

    6.           Notices.
All notices, demands, requests, consents, approvals or other communications
(collectively, “Notices”)
required or permitted to be given hereunder or which are given with respect to
this Note shall be in writing and shall be personally served, delivered by
reputable air courier service with charges prepaid, or transmitted by hand
delivery, telegram, telex or facsimile, addressed as set forth below, or to such
other address as such party shall have specified most recently by written
notice.  Notice shall be deemed given on the date of service or
transmission if personally served or transmitted by telegram, telex or
facsimile.  Notice otherwise sent as provided herein shall be deemed
given on the next business day following delivery of such notice to a reputable
air courier service.  Notices shall be delivered as
follows:

     

    
      
        
          	
                  If
      to Payor:

                	
                  Pure
      Biofuels Corp.

                
	 
      	
                  Av.
      Canaval y Moreyra 380 of 402

                
	 
      	
                  San
      Isidro, Lima

                
	 
      	
                  Peru

                
	 
      	
                  Attention:

                	
                  Carlos
      Alberto Pinto

                
	 
      	
                  Telephone:

                	
                  +511-221-7365

                
	 
      	
                  Facsimile:

                	
                  +511-221-7347

                


        

      

       

      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

       

      
        
          	
                  with
      a copy to:

                	
                  Pure
      Biofuels Corp.

                
	 
      	
                  1250
      Connecticut Avenue, Suite 200

                
	 
      	
                  Washington
      DC, 20036

                
	 
      	
                  Attention:
      Brian Alperstein

                
	 
      	
                  Telephone:

                	
                  202-261-3520

                
	 
      	
                  Facsimile:

                	
                  202-261-3523

                
	 
      	 
      
	
                  And
      to:

                	
                  DLA
      Piper LLP (US)

                
	 
      	
                  1251
      Avenue of the Americas

                
	 
      	
                  New
      York, NY 10020-1104

                
	 
      	
                  Attn:
      Daniel I. Goldberg, Esq.

                
	 
      	
                  Telephone:
      212-335-4966

                
	 
      	
                  Facsimile:
      212-884-8466

                
	 
      	 
      
	
                  if
      to Payee:

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

                
	 
      	 
      
	
                  with
      a copy to:

                	
                  Plainfield
      Asset Management LLC

                
	 
      	
                  333
      Ludlow Street

                
	 
      	
                  Stamford,
      CT 06902

                
	 
      	
                  Attention:
      General Counsel

                
	 
      	
                  Telephone:
      203-302-1700

                
	 
      	
                  Facsimile:
      203-302-1779

                
	 
      	 
      
	
                  And
      to:

                	
                  White
      & Case LLP

                
	 
      	
                  1155
      Avenue of the Americas

                
	 
      	
                  New
      York, New York 10036

                
	 
      	
                  Attn:
      Thomas P. Higgins, Esq.

                
	 
      	
                  Telephone:
      212-819-8813

                
	 
      	
                  Facsimile:
      212-354-8113

                


        

      

    

     

    
      7.           Modifications. No
modification or waiver of any of the provisions of this Note
shall be effective unless in writing and signed by Payee, and then only to the
extent set forth in said writing, nor shall any such modification or waiver be
applicable except in the specific instance for which it is
given.

    

     

    8.           Replacement
of Note.  Upon receipt by Payor of evidence satisfactory to it of the
loss, theft, destruction or mutilation of this Note or any Note exchanged for
it, and (in the case of loss, theft or destruction) of indemnity satisfactory to
it, and upon surrender and cancellation of such Note, if mutilated, Payor will
make and deliver in lieu or such Note a new Note of like tenor and unpaid
principal amount and dated as of the original date of this Note.

     

    9.           Further
Assurances. Payor agrees to execute such further instruments and to take such
further action as may be reasonably necessary to carry out the intent of this
Note.

     

    10.        
Assignment.  This Note shall bind Payor and its successors and
assigns, and shall inure to the benefit of Payee and its successors and
assigns.

     

    
      
        
        

      

      
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    11.       
Governing Law; Submission to Jurisdiction; Venue; Waiver of Jury
Trial.  (a)  THIS NOTE AND THE RIGHTS OF THE HOLDER AND THE
OBLIGATIONS OF PAYOR HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND BE
GOVERNED BY THE LAW OF THE STATE OF NEW YORK (WITHOUT REGARD TO CONFLICTS OF LAW
PRINCIPLES). ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS NOTE MAY BE
BROUGHT IN ANY STATE OR FEDERAL COURT WITHIN THE COUNTY OF NEW YORK, STATE OF
NEW YORK AND, BY EXECUTION AND DELIVERY OF THIS NOTE, PAYOR HEREBY IRREVOCABLY
ACCEPTS FOR ITSELF AND IN RESPECT OF ITS PROPERTY, GENERALLY AND
UNCONDITIONALLY, THE JURISDICTION OF THE AFORESAID COURTS.  PAYOR
HEREBY FURTHER IRREVOCABLY WAIVES ANY CLAIM THAT ANY SUCH COURTS LACK PERSONAL
JURISDICTION OVER IT, AND AGREES NOT TO PLEAD OR CLAIM, IN ANY LEGAL ACTION OR
PROCEEDING WITH RESPECT TO THIS NOTE BROUGHT IN ANY OF THE AFOREMENTIONED
COURTS, THAT SUCH COURTS LACK PERSONAL JURISDICTION OVER IT.  PAYOR
FURTHER IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS OUT OF ANY OF THE
AFOREMENTIONED COURTS IN ANY SUCH ACTION OR PROCEEDING BY THE MAILING OF COPIES
THEREOF BY REGISTERED OR CERTIFIED MAIL, POSTAGE PREPAID, TO IT AT ITS ADDRESS
SET FORTH IN SECTION 5, SUCH SERVICE TO BECOME EFFECTIVE 30 DAYS AFTER SUCH
MAILING. PAYOR HEREBY IRREVOCABLY WAIVES ANY OBJECTION TO SUCH SERVICE OF
PROCESS AND FURTHER IRREVOCABLY WAIVES AND AGREES NOT TO PLEAD OR CLAIM IN ANY
ACTION OR PROCEEDING COMMENCED HEREUNDER THAT SERVICE OF PROCESS WAS IN ANY WAY
INVALID OR INEFFECTIVE.  NOTHING HEREIN SHALL AFFECT THE RIGHT OF THE
HOLDER OF THIS NOTE TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR TO
COMMENCE LEGAL PROCEEDINGS OR OTHERWISE PROCEED AGAINST PAYOR IN ANY OTHER
JURISDICTION.

     

    (b) PAYOR
HEREBY IRREVOCABLY WAIVES ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO
THE LAYING OF VENUE OF ANY OF THE AFORESAID ACTIONS OR PROCEEDINGS ARISING OUT
OF OR IN CONNECTION WITH THIS NOTE BROUGHT IN THE COURTS REFERRED TO IN CLAUSE
(a) ABOVE AND HEREBY FURTHER IRREVOCABLY WAIVES AND AGREES NOT TO PLEAD OR CLAIM
IN ANY SUCH COURT THAT ANY SUCH ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT
HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.

     

    (c)  PAYOR
HEREBY IRREVOCABLY WAIVES ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING
OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS NOTE.

     

    12.
Miscellaneous.  The invalidity or unenforceability of any provision
hereof shall in no way affect the validity or enforceability of any other
provision.

     

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    IN
WITNESS WHEREOF, Payor has duly executed this Note on the day and year first
above written.

    


    
      
        	
                PURE
      BIOFUELS CORP.

              
	 
      
	
                By:

              	
                /s/ Carlos Alberto Pinto

              
	 
      	
                Name:
      Carlos Alberto Pinto

              
	 
      	
                Title:
      CEO

              


      

    

     

    
      
         


      

      
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