PROMISSORY
NOTE

     

    
      	
              $1,100,000.00

            	
              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 FDS Corporation S.A. (“FDS”), a Panama
corporation or its permitted assigns (“Payee”) with an address at Via España
122 piso 14, Edificio Banco de Boston, Ciudad de Panamá, Republica de Panamá, in
lawful money of the United States of America and in immediately available funds,
the principal amount of ONE MILLION ONE HUNDRED THOUSAND DOLLARS
($1,100,000.00). 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.  In
exchange for the execution of this Promissory Note, Payor shall issue to Payee
as of the date hereof, duly authorized and validly issued seven-year cashless
exercise warrants to purchase 43,421,053 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”).  The
Warrants shall be substantially in the form set forth in Exhibit A.

     

    (b)
Warrants to be Issued upon Default.  If an Event of Default under
Section 3(a) above occurs and is continuing, in lieu of the remedies provided
under Section 3, this Note shall be converted into, and Payor shall issue to
Payee on the date of such Event of Default, duly authorized and validly issued
seven-year cashless exercise warrants to purchase 43,421,053 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 “Additional
Warrants”).  The Warrants shall be substantially in the form set forth
in Exhibit A.

     

    
      
        
        

      

      
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    (c) Warrant Conversion.
Payee may at its sole option exchange all or any Warrants or, Additional
Warrants, at any time after the date of the Event of Default, 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 Section 4(a) 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.

     

    (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

              


      

    

     

    
      
        
        

      

      
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                    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:

                  	
                    FDS
      Corporation S.A.

                  
	 
      	
                    Via
      España 122 piso 14,

                  
	 
      	
                    Edificio
      Banco de Boston

                  
	 
      	
                    Ciudad
      de Panamá, Republica de Panamá.

                  
	 
      	
                    Telephone:
      786-866-8858

                  
	 
      	
                    Facsímile:
      240-536-6079

                  


          

        

      

    

     

    
      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 NEW YORK COUNTY, 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.

     

    [Remainder
of page intentionally left blank.]

    


    
      
        
        

      

      
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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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