THE
SECURITIES REPRESENTED BY THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE
UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
AS AMENDED (THE "ACT"), AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR AN EXEMPTION FROM REGISTRATION
THEREUNDER.

       

      PURE
BIOFUELS CORP.

       

      STOCK
PURCHASE WARRANT

       

      
        	
                Date
      of Issuance:  June 4, 2010

              	
                Certificate
      No. F-1

              


      

      


      FOR VALUE
RECEIVED, Pure Biofuels Corp., a corporation organized and existing under the
laws of the State of Nevada (the “Company”), hereby
grants to FDS Corporation S.A. or its registered assigns (the “Holder”) the right to
purchase from the Company, 43,421,053 shares of the
Company’s Common Stock (the “Warrant Shares”) at a
price per share equal to the Exercise Price (as adjusted from time to time in
accordance herewith).  Certain capitalized terms used herein are
defined in Section
6 hereof.  The amount and kind of securities obtainable
pursuant to the rights granted hereunder and the purchase price for such
securities are subject to adjustment pursuant to the provisions contained in
this Warrant.

       

      
        1.   Exercise of
Warrant.

      

       

      1.1 Exercise
Period.  The Holder may exercise, in whole or in part the
purchase rights represented by this Warrant at any time and from time to time
the Date of Issuance and for seven years thereafter (the “Exercise
Period”).

      


      1.2 Exercise.

      


      (a) The Warrant
may be exercised in full by the Holder hereof by delivery of an original or
facsimile copy of the form of subscription attached as Exhibit A hereto (the
“Subscription
Form”) duly executed by such Holder and surrender of the original Warrant
to the Company at its principal office and upon payment of the Exercise Price by
wire transfer or cashier’s check drawn on a United States bank or by means of a
cashless exercise pursuant to Section 1.2 (c).

      


      (b) This Warrant
shall be deemed to have been exercised and such certificate or certificates
representing the Warrant Shares to be issued in connection with such exercise
shall be deemed to have been issued, and the Holder or any other person so
designated to be named therein shall be deemed to have become the Holder of
record of such Warrant Shares for all purposes, as of the date the Warrant has
been exercised in accordance with the terms hereof, notwithstanding that the
stock transfer books of the Company shall then be closed or that certificates
representing such Warrant Shares shall not then be physically delivered to the
Holder.  No deduction shall be made from the amount paid by the Holder
for any commissions, discounts or other expenses incurred by the Company for any
underwriting of the issue or otherwise in connection therewith


      
        
           


        

        
           


          
            

          

        

        
           


        

      

      


      (c) This Warrant
may be exercised by means of a “cashless exercise” in which the Holder shall be
entitled to receive a certificate for the number of Warrant Shares equal to the
quotient obtained by dividing [(A-B) (X)] by (A), where:

      


      (A) = the
Market Price on the date of such election;

      


      (B) = the
Exercise Price of the Warrants, as adjusted; and

       

      
        (X) = the
number of Warrant Shares issuable upon exercise of the Warrants in accordance
with the terms of this Warrant.

      

      


      (d) The Company
shall pay all documentary stamp taxes attributable to the issuance of Warrant
Shares underlying this Warrant upon the exercise as provided herein; provided, however, that the
Company shall not be required to pay any tax which may be payable in respect of
any transfer involved in the registration of any certificate for Warrant Shares
underlying this Warrant in a name other that of the Holder.  The
Holder is responsible for all other tax liability that may arise as a result of
holding or transferring this Warrant or receiving shares of Common Stock
underlying this Warrant upon exercise hereof.

      


      1.3 Partial
Exercise.  The Warrant may be exercised in part (but not for a
fractional share) by surrender of this Warrant in the manner and at the place
provided in subsection 1.2 except that the amount payable by the Holder on such
partial exercise shall be the amount obtained by multiplying (a) the number of
whole Warrant Shares designated by the Holder in the Subscription Form by (b)
the Exercise Price then in effect.  On any such partial exercise, the
Company, at its expense, will forthwith issue and deliver to or on the order of
the Holder hereof a new Warrant of like tenor, in the name of the Holder hereof
or as such Holder (upon payment by such Holder of any applicable transfer taxes)
may request, the whole number of Warrant Shares for which such Warrant may still
be exercised.

      


      1.4 Delivery of Stock
Certificates on Exercise.  The Company agrees that the Warrant
Shares purchased upon exercise of this Warrant shall be deemed to be issued to
the Holder hereof as the record owner of such shares as of the close of business
on the date on which this Warrant shall have been surrendered and payment made
for such shares as provided herein. The Company shall deliver the Warrant Shares
within three (3) Trading Days after exercise of this Warrant (or, in the event
that payment and the surrendered Warrant is received after 12:00 Noon, New York
City time, within four (4) Trading Days).  If the Holder fails to
receive a certificate or certificates representing the Warrant Shares pursuant
to this Section 1.4 within the time period required above, then the Holder will
have the right to rescind such exercise.

      


      2.   Adjustment of Exercise Price
and Number of Warrant Shares.  The Exercise Price in effect and
the number and kind of securities purchasable upon the exercise of this Warrant
shall be subject to adjustment from time to time upon the happening of certain
events as provided in this Section 2.


      
        
           


        

        
          2

          
            

          

        

        
           


        

      

      


      2.1 Dividends, Splits,
Reclassifications Etc.  (a)   If after the Issue
Date, the Company: (1) pays a dividend or makes a distribution on its Common
Stock in shares of its Common Stock; (2) subdivides its outstanding shares of
Common Stock into a greater number of shares; or (3)  combines its
outstanding shares of Common Stock into a smaller number of shares; then the
Exercise Price in effect immediately prior to such action shall be adjusted to
the number obtained by multiplying the Exercise Price by a fraction, the
numerator which shall be the number of shares of Common Stock outstanding
immediately prior to such action, and the denominator of which shall be the
number of shares of Common Stock outstanding immediately following such
action.

      


      (b) If the
Company issues any shares of its Common Stock (or is deemed to have issued
shares of Common Stock) at a price below the Exercise Price, the Exercise Price
shall be adjusted as follows:

      


      
        	
                X 
      

              	
                 =

              	
                Number
      of shares of Common Stock (i) outstanding immediately prior to the
      issuance, and (ii) then issuable upon exercise of any of the Company’s
      outstanding securities including, options, warrants and the
      Notes

              


      

      
        	
                YA 
      

              	
                 =

              	
                Exercise
      Price immediately prior to the announcement of the
  issuance

              


      

      
        	
                ZB 
      

              	
                 =

              	
                Aggregate
      consideration received by the
Corporation

              


      

      
        	
                Y 
      

              	
                 =

              	
                Number
      of shares of Common Stock issued (or deemed issued) in the new
      issuance

              


      

      
        	
                YAB 
      

              	
                 =

              	
                New
      Exercise Price

              


      

      
        
        

      

      


      
        
          
            
              
                	
                        YAB

                      	
                        =

                      	
                        YA (
      (X + ZB/YA )
      / (X + Y) )

                      


              

            

          

        

      

      


      (c) If the
Company issues any shares of its Common Stock (or is deemed to have issued
shares of Common Stock) at a price below the Market Price, the Exercise Price
shall be adjusted as follows:

      


      
        	
                X 
      

              	
                 =

              	
                Number
      of shares of Common Stock (i) outstanding immediately prior to the
      issuance, and (ii) then issuable upon exercise of any of the Company’s
      outstanding securities including, options, warrants and the
      Notes

              


      

      
        	
                YA 
      

              	
                 =

              	
                Exercise
      Price immediately prior to the announcement of the
  issuance

              


      

      
        	
                ZB 
      

              	
                 =

              	
                Aggregate
      consideration received by the
Corporation

              


      

      
        	
                M 
      

              	
                 =

              	
                Market
      Price immediately prior to the announcement of the
  issuance

              


      

      
        	
                Y 
      

              	
                 =

              	
                Number
      of shares of Common Stock issued (or deemed issued) in the new
      issuance

              


      

      
        
        

      

      
        	
                YAB 
      

              	
                 =

              	
                New
      Exercise Price

              




      
        
          	
                  YAB

                	
                  =

                	
                  YA (
      (X + ZB/M ) / (X + Y)
      )

                


        

      

      


      (d) If the
Company makes any distribution payable in securities or assets of the Company
(other than shares of Common Stock), then and in each such event provision shall
be made so that the Holder of this Warrant shall receive upon exercise, in
addition to the number of shares of Common Stock receivable hereupon, the amount
of securities or assets of the Company which the Holder would have received had
this Warrant been converted into Common Stock on  the date of such
event and had the Holder thereafter, during the period from the date of such
event to and including the date of exercise, retained such securities or assets
receivable by them as aforesaid during such period, subject to all other
adjustment called for during such period under this Section 2.


      
        
           


        

        
          3

          
            

          

        

        
           


        

      


      (e) The
adjustment shall become effective immediately after the record date in the case
of a dividend or distribution and immediately after the effective date in the
case of a subdivision, combination or reclassification.  If after an
adjustment, a Holder of a share of this Warrant upon conversion of such Warrant
may receive shares of two or more classes of Capital Stock of the Company, the
Exercise Price will thereafter be subject to adjustment upon the occurrence of
an action taken with respect to any such class of Capital Stock with respect to
the Common Stock on terms comparable to those applicable to Common Stock
described herein.

       

      (f) Only one
adjustment shall be made with respect to any event causing an
adjustment.  If an adjustment is required by Section 2.1(b) and (c)
hereof, only the adjustment resulting in the greatest decrease in the Exercise
Price shall be made.

       

      (g) For purposes
of Section 2.1(b) and (c):

      


      (i)     
If the Company issues any options, warrants or other securities convertible into
or exchangeable or exercisable for Common Stock (“Convertible
Securities”), then the number of shares of Common Stock issuable upon the
exercise, exchange or conversion of such Convertible Securities, shall be deemed
to be the issuance of Common Stock;

       

      (ii)     The
consideration receivable by the Company for Common Stock deemed issued pursuant
to the preceding clause (i), shall be the total amount, if any, received by the
Company as consideration for the issuance of such Convertible Securities, plus
the aggregate amount of additional consideration payable to the Company upon the
exercise, exchange or conversion of such Convertible Securities;
and

       

      (iii)    Upon
the expiration or termination of any Convertible Securities, the Conversion
Price, to the extent in any way affected by or computed using such Convertible
Securities, shall then be recomputed to reflect the issuance of only the number
of shares of Common Stock (and Convertible Securities which remain in effect)
that were actually issued upon the exercise, exchange or conversion of such
Convertible Securities.

       

      (h) No adjustment
in the Exercise Price need be made unless the adjustment would require an
increase or decrease of at least $0.01 in the Exercise Price.  Any
adjustments that are not made shall be carried forward and taken into account in
any subsequent adjustment.  All calculations relating to anti-dilution
adjustments shall be made to the nearest cent.

       

      (i) No adjustment
need be made for rights to purchase Common Stock except upon the exercise
thereof.  In addition, no adjustment need be made for a change in the
par value  or no par value of the Common Stock.  No
adjustment shall be made to the Exercise Price for the issuance of any Excluded
Stock.


      
        
           


        

        
          4

          
            

          

        

        
           


        

      


      (j) If the
Company is a party to a transaction involving a sale of substantially all of the
assets of the Company or a merger or binding share exchange which reclassifies
or changes its outstanding Common Stock, the person obligated to deliver
securities, cash or other assets upon conversion of this Warrant will be
required to assume the obligations of the Company with respect to this
Warrant.  In addition, if the Company in connection with any such
transaction makes a distribution to all holders of its Common Stock of any of
its assets, or debt securities or any rights, warrants or options to purchase
securities of the Company, then, from and after the record date for determining
the holders of Common Stock entitled to receive the distribution, a holder of a
share of this Warrant that exercises this Warrant would, upon such conversion,
be entitled to receive, in addition to the shares of Common Stock into which
such Warrant is exercisable, the kind and amount of securities, cash or other
assets comprising the distribution that such holder would have received if such
holder had exercised the Warrant immediately prior to the record date for
determining the holders of Common Stock entitled to receive the
distribution.

       

      (k) Whenever the
Exercise Price is adjusted in accordance with this Section 2, the Company shall:
(1) forthwith compute the Exercise Price in accordance with this Section 2 and
prepare and transmit to the Transfer Agent a certificate form an Officer setting
forth the Exercise Price, the method of calculation thereof in reasonable
detail, and the facts requiring such adjustment and upon which such adjustment
is based; and (2) as soon as practicable following the occurrence of an event
that requires an adjustment to the Exercise Price pursuant to Section 2 (or if
the Company is not aware of such occurrence, as soon as practicable after
becoming so aware), provide a written notice to the holder of the Warrant of the
occurrence of such event and a statement setting forth in reasonable detail the
method by which the adjustment to the Exercise Price was determined and setting
forth the adjusted Exercise Price.

       

      (l) After an
adjustment to the Exercise Price, any subsequent event requiring an adjustment
will cause a subsequent adjustment to the Exercise Price as so
adjusted.

       

      (m) In
connection with the exercise of this Warrant, no fractions of shares of Common
Stock shall be issued, but the Company shall, with respect to any fractional
interest:  (i) pay cash with respect to the Market Price of such
fractional share; or (ii) round up to the next whole share of Common
Stock.

       

      3.   Right to Exchange
Warrants. The Holder may at its sole option exchange all or any portion
of this Warrant at any time after June 4, 2010 and on or prior to June 4, 2017
for a number of shares of Common Stock equal to the number of Warrant Shares
that would have been issued upon the exercise of this Warrant or portion thereof
pursuant to Section 1 hereof which is being exchanged divided by
1.2.  In connection with the immediately preceding sentence, no
fractions of shares of Common Stock shall be issued, but the Company shall, with
respect to any fractional interest:  (x) pay cash with respect to the
Market Price of such fractional share; or (y) round up to the next whole share
of Common Stock.  Certificate as to
Adjustments.  In each case of any adjustment or readjustment in
the Warrant Shares issuable on the exercise of the Warrants, the Company will
cause an Officer or other appropriate designee to compute such adjustment
or  readjustment in accordance with the terms of the Warrant and
prepare a certificate setting forth such adjustment or readjustment and showing
in detail the facts upon which such adjustment or readjustment is based,
including the number of Warrant Shares to be received upon exercise of this
Warrant, in effect immediately prior to such adjustment or readjustment and as
adjusted or readjusted as provided in this Warrant. The Company will mail a copy
of each such certificate to the Holder of the Warrant and to the Transfer
Agent.


      
        
           


        

        
          5

          
            

          

        

        
           


        

      


      5.   Reservation of Stock, etc.
Issuable on Exercise of Warrant.   The Company will at all
times reserve and keep available, solely for issuance and delivery on the
exercise of the Warrants, a sufficient number of shares of Common Stock from
time to time issuable on the exercise of the Warrant.

       

      6.   Definitions.  As
used herein, capitalized terms, in addition to the terms defined elsewhere
herein and unless the context otherwise requires, have the following respective
meanings:

       

      (a) “Business Day” means
any day except Saturday, Sunday and any day which shall be in New York, New
York, a legal holiday or a day on which banking institutions are authorized or
required by law or other government action to close.

       

      (b) “Capital
Stock”  means (i) with respect to any Person that is a
corporation, any and all shares, interests, participations, rights or other
equivalents (however designated) of corporate stock and (ii) with respect to any
other Person, any and all partnership or other equity interests of such
Person.

       

      (c) “Commission” shall
mean the United States Securities and Exchange Commission or any other federal
agency at the time administering the Securities Act.

       

      (d) “Common Stock” means
(i) the Company’s common stock, $0.001 par value per share , and (ii) any other
securities into which or for which any of the securities described in clause (i)
may be converted or exchanged pursuant to a plan of recapitalization,
reorganization, merger, sale of assets or otherwise.

       

      (e) “Exercise Price” mean
$0.076, as adjusted in accordance with Section 2 hereof.

       

      (f) “Excluded Stock” means
(i) shares of Common Stock issued upon conversion of the Notes; (ii) shares of
Common Stock issued by the Company in transactions that are described in Section
2.1(a). hereof; (iii) any shares of Common Stock or warrants issued by the
Company in connection with the Binding Letter of Intent (as defined in the
Securities Purchase Agreement) (iv) all options, warrants, and any other type of
securities and any securities to be issued upon exercise or conversion thereof
issued by the Company and outstanding as of the date hereof; and (v) shares of
Common Stock issued upon exercise of this Warrant.


      
        
           


        

        
          6

          
            

          

        

        
           


        

      


      (g)  “Market Price” as of
any date (the “Reference Date”)
means the price determined by the first of the following clauses that applies:
(a) if the Common Stock is then listed or quoted on the American Stock Exchange,
the New York Stock Exchange, the NASDAQ Global Select Market, the NASDAQ Global
Market or the NASDAQ Capital Market, whichever  is at the time the
principal trading exchange or market for the Common Stock (a “Principal Market”),
the volume weighted average price of the Common Stock on the Principal Market on
which the Common Stock is then listed or quoted for the 10 Trading Days
immediately preceding the Reference Date; (b) if the Common Stock is not then
listed or quoted on a Principal Market and if prices for the Common Stock are
then quoted on the Over-The-Counter Bulletin Board, the volume weighted average
price of the Common Stock on the Over-The-Counter Bulletin Board for the 10
Trading Days immediately preceding the Reference Date; (c) if the Common Stock
is not then listed or quoted on the Over-The-Counter Bulletin Board and if
prices for the Common Stock are then reported in the “Pink Sheets” published by
Pink Sheets LLC (or a similar organization or agency succeeding to its functions
of reporting prices), the average of the closing bid and ask price per share of
the Common Stock so reported for the 10 Trading Days immediately preceding the
Reference Date; or (d) in all other cases, the fair market value of a share of
Common Stock as determined by the Company’s Board of Directors acting reasonably
and in good faith and evidenced by a resolution of such Board of
Directors.

       

      (h) “Notes” means the
10%/12% Senior Convertible PIK Election Notes due 2012 issued by the
Company.

       

      (i)  “Officer” means the
Chairman, any Vice Chairman, the Chief Executive Officer, the President, the
Chief Operating Officer, any Vice President, the Chief Financial Officer, the
Treasurer, or the Secretary of the Company.

       

      (j) “Securities Act” means
the Securities Act of 1933, as amended, and the rules and regulations of the
Commission promulgated thereunder.

       

      (k) “Securities Purchase
Agreement” shall mean the agreement, dated September 12, 2007, among
Plainfield Peru I LLC, Plainfield Peru II LLC and the Company, as amended by
amendments dated as of March 26, 2008, as of November 4, 2008, as of March 10,
2009 as of March 27, 2009 and as of June 18, 2009.

       

      (l) “Trading Day” means a
day on which the Common Stock traded on the Company’s principal national
securities exchange or quotation system or in the over-the-counter market and
was not suspended from trading on any national securities exchange or quotation
system or over-the-counter market at the close of business on such
day.

       

      (m)“Transfer Agent” means
Pacific Stock Transfer Company.

       

      7.   Assignment; Exchange of
Warrant.  Subject to compliance with all applicable securities
laws, this Warrant, and all rights hereunder are assignable or transferable upon
the surrender for exchange of this Warrant with endorsement of the holder of
this Warrant proposing to effect the assignment (a “Transferor”) in the
form of Exhibit
B attached hereto (the “Transferor Endorsement
Form”) and together with an opinion of counsel reasonably satisfactory to
the Company that the transfer of this Warrant will be in compliance with all
applicable securities laws.  The Company at its expense, but with
payment by the Transferor of any applicable transfer taxes, will issue and
deliver to or on the order of the Transferor thereof a new Warrant or Warrants
of like tenor, in the name of the Transferor and/or the transferee(s) specified
in such Transferor Endorsement Form (each, a “Transferee”), calling
in the aggregate on the face or  faces thereof for the number of
shares of Common Stock called for on the face or faces of the Warrant so
surrendered by the Transferor.  No such transfers shall result in a
public distribution of the Warrant.


      
        
           


        

        
          7

          
            

          

        

        
           


        

      


      8.   Replacement of
Warrant.  If this Warrant shall be mutilated, lost, stolen or
destroyed, the Company shall issue, in exchange and in substitution for and upon
cancellation of the mutilated Warrant, or in lieu of and substitution for the
Warrant lost, stolen or destroyed, a new Warrant of like tenor, but only upon
receipt of evidence of such loss, theft or destruction of such Warrant and
indemnity, if requested, satisfactory to the Company and the Transfer
Agent.

      


      9.   No Shareholder
Rights.  This Warrant shall not entitle the Holder hereof to
any voting rights or other rights as a stockholder of the Company.

       

      10. Transfer on the Company’s
Books.  Until this Warrant is transferred on the books of the
Company, the Company may treat the Holder hereof as the absolute owner hereof
for all purposes, notwithstanding any notice to the contrary.

       

      11. Representations and
Covenants of Holder.  The Holder represents and warrants that
it is acquiring the Warrant and the Warrant Shares solely for its account for
its own account and not with a view to or for sale or distribution of said
Warrant or Warrant Shares or any part thereof. The Holder also represents that
the entire legal and beneficial interests of the Warrant and Warrant Shares the
Holder is acquiring are being acquired for, and will be held for, the Holder’s
account only.

       

      12. 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 Warrant
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 the Company:

                    	
                      Pure
      Biofuels Corp.

                    
	 
      	
                      Av.
      Canaval y Moreyra 380 of 402

                    
	 
      	
                      San
      Isidro, Lima

                    
	 
      	
                      Peru

                    
	 
      	
                      Attention:       Carlos
      Alberto Pinto

                    
	 
      	
                      Telephone:     +511-616-9292

                    
	 
      	
                      Facsimile:      +511-616
      9293

                    


            

          

        

      


      
        
           


        

        
          8

          
            

          

        

        
           


        

      

      


      
        
          
            
              	
                      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 the Holder:

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

                    
	 
      	
                      records
      of the Company

                    
	 	 
	
                      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

                    
	 
      	 
      
	
                      And
      to:

                    	
                      Estudio
      Muñiz

                    
	 
      	
                      Las
      Begonias 475, 6o Piso

                    
	 
      	
                      Lima
      27, Peru

                    
	 
      	
                      Attn:
      Jorge Zuñiga

                    
	 
      	
                      Telephone:
      (51-1) 611-7000 (6137)

                    
	 
      	
                      Facsimile:
      (51-1) 611-7010
(51-1)

                    


            

          

        

      

      


      13. Headings Descriptive.
The headings of the several sections and subsections of this Warrant are
inserted for convenience only and shall not in any way affect the meaning or
construction of any term of this Warrant.


      
        
           


        

        
          9

          
            

          

        

        
           


        

      

      


      14. Governing Law; Submission to
Jurisdiction; Venue; Waiver of Jury Trial.  (a)  THIS
WARRANT AND THE RIGHTS OF THE HOLDER AND THE OBLIGATIONS OF THE COMPANY
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
WARRANT MAY BE BROUGHT IN THE COURTS OF THE STATE OF NEW YORK OR OF THE UNITED
STATES FOR THE SOUTHERN DISTRICT OF NEW YORK, IN EACH CASE WHICH ARE LOCATED IN
THE COUNTY OF NEW YORK AND, BY EXECUTION AND DELIVERY OF THIS WARRANT, THE
COMPANY HEREBY IRREVOCABLY ACCEPTS FOR ITSELF AND IN RESPECT OF ITS PROPERTY,
GENERALLY AND UNCONDITIONALLY, THE JURISDICTION OF THE AFORESAID COURTS. THE
COMPANY 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 WARRANT BROUGHT IN ANY OF THE
AFOREMENTIONED COURTS, THAT SUCH COURTS LACK PERSONAL JURISDICTION OVER
IT.  THE COMPANY 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 12, SUCH SERVICE TO BECOME
EFFECTIVE 30 DAYS AFTER SUCH MAILING. THE COMPANY 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 WARRANT TO SERVE PROCESS IN
ANY OTHER MANNER PERMITTED BY LAW OR TO COMMENCE LEGAL PROCEEDINGS OR OTHERWISE
PROCEED AGAINST THE COMPANY IN ANY OTHER JURISDICTION.

      


      (b) THE
COMPANY 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 WARRANT 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)  THE
COMPANY HEREBY IRREVOCABLY WAIVES ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION,
PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS
WARRANT.

      


      15. Miscellaneous.  This Warrant
and any term hereof may be changed, waived, discharged or terminated only by an
instrument in writing by the Company and the Holder. The invalidity or
unenforceability of any provision hereof shall in no way affect the validity or
enforceability of any other provision.

      


      *  *  *  *  *  *  *


      
        
           


        

        
          10

          
            

          

        

        
           


        

      

      


      IN
WITNESS WHEREOF, the Company has executed this Warrant as of the date first
written above.

      


      
        
          
            	 	
                    PURE
      BIOFUELS CORP.

                  
	 	 
      	 
      
	 	
                    By: 

                  	
                    /s/ Carlos Alberto Pinto

                  
	 	
                    Name: Carlos
      Alberto Pinto

                  
	 	
                    Title:   CEO

                  


          

        

      

      


      Signature Page to
Warrant


      
        
           


        

        
           


          
            

          

        

        
           


        

      

       

      Exhibit
A

       

      FORM OF
SUBSCRIPTION

      (to be
signed only on exercise of Warrant)

      


      TO:  PURE
BIOFUELS CORP.

       

      (1)                        Payment.  The
undersigned, pursuant to the provisions set forth in the attached Warrant (No.
____), hereby irrevocably elects to purchase _________ shares of Common Stock of
PURE BIOFUELS CORP. (the “Company”) covered by
such Warrant.  Payment shall take the form of (check applicable
box):

       

       ̈ in
lawful money of the United States;

       

       ̈ the
cancellation of such number of Warrant Shares as is necessary, in accordance
with the formula set forth in subsection 1.2(c), to exercise this Warrant with
respect to the maximum number of Warrant Shares purchasable pursuant to the
cashless exercise procedure set forth in subsection 1.2(c);

       

       ̈ the
exchange of this Warrant or portion thereof for a number of shares of Common
Stock equal to the number of Warrant Shares that would have been issued upon the
exercise of the attached Warrant or portion thereof pursuant to Section 1
thereof which is being exchanged divided by 1.2 as set forth in Section 3 of the
attached Warrant.

       

      (2)            The
undersigned requests that the certificates for said shares of Common Stock be
issued in the name of, and delivered to
_______________________________________________________________________________
whose address
is_______________________________________________________________________________

       

       

      
        

      

       

      The
undersigned represents and warrants that all offers and sales by the undersigned
of the securities issuable upon exercise of the within Warrant shall be made
pursuant to registration of the Common Stock under the Securities Act of 1933,
as amended (the “Securities Act”), or
pursuant to an exemption from registration under the Securities
Act.

       

      
        
          	
                  Dated: 

                	
                    

                


        

      

      


      
        
          
            	 
      	
                      

                  
	 
      	
                      

                  
	 
      	
                      

                  
	 
      	
                    (Signature
      must conform to name of holder as

                  
	 
      	
                    specified
      on the face of the Warrant)

                  
	 
      	 
      
	 
      	
                      

                  
	 
      	
                      

                  
	 
      	
                      

                  
	 
      	
                      

                  
	 
      	
                      

                  
	 
      	
                    (Address)

                  


          

        

      


      
        
           


        

        
           


          
            

          

        

        
           


        

      

       

      Exhibit
B

       

      FORM OF
TRANSFEROR ENDORSEMENT

      (To be
signed only on transfer of Warrant)

       

      For value
received, the undersigned hereby sells, assigns, and transfers unto the
person(s) named below under the heading “Transferees” the right represented by
the within Warrant to purchase the percentage and number of shares of Common
Stock of PURE BIOFUELS CORP. to which the within Warrant relates specified under
the headings “Percentage Transferred” and “Number Transferred,” respectively,
opposite the name(s) of such person(s) and appoints each such person Attorney to
transfer its respective right on the books of PURE BIOFUELS CORP. with full
power of substitution in the premises.

      


      
        
          	
                  Transferees

                	 
      	
                  Percentage Transferred

                	 
      	
                  Number Transferred

                
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      


        

      

      


      
        
          
            
              
                
                  	
                          Dated:__________________,
      ________

                        	
                            

                        
	 
      	 
      	
                            

                        
	 
      	 
      	
                          (Signature
      must conform to name of holder as

                        
	 
      	 
      	
                          specified
      on the face of the warrant)

                        
	
                          Signed
      in the presence of:

                        	 
      
	 
      	 
      	 
      
	 
      	 
      
	
                          (Name)

                        	 
      
	 
      	 
      	 
      
	
                          ACCEPTED
      AND AGREED:

                        	 
      
	
                          [TRANSFEREE]

                        	 
      	
                            

                        
	 
      	 
      	
                            

                        
	 
      	 
      	
                            

                        
	 
      	 
      	
                          (address)

                        
	 
      	 
      	 
      
	 
      	 
      	
                            

                        
	 
      	 
      	
                            

                        
	 
      	 
      	
                            

                        
	 
      	 
      	
                          (address)