Exhibit
      10.1

    
 

    WARRANT
      EXCHANGE AGREEMENT

    


    WARRANT
      EXCHANGE AGREEMENT, dated as of August 5, 2008 (this “Agreement”), by and
      between PURE BIOFUELS CORP., a Nevada corporation (the “Company”), and
      PLAINFIELD PERU II LLC, a Delaware limited liability company (“LLCII”).
      Capitalized terms used and not otherwise defined herein shall have the meanings
      assigned to such terms in the Securities Purchase Agreement, dated as of
      September 12, 2007, as amended by an amendment executed on March 26, 2008 (the
      “Purchase Agreement”), by and between the Company, LLCII and PLAINFIELD PERU I
      LLC (“LLCI”), a Delaware limited liability company (together with LLCII, the
“Purchaser”) or the Loan Agreement (as defined in the Purchase Agreement) if
      such capitalized term is not defined in the Purchase Agreement.

    


    WITNESSETH:

    


    WHEREAS,
      (A) LLCII is a holder of warrants to purchase (i) 59,104,912 shares of Common
      Stock at an exercise price of $0.30 and (ii) 122,605 shares of Common Stock
      at
      an exercise price of $0.01; and (B) LLCII has the rights to acquire warrants
      to
      purchase 57,823,130 shares of Common Stock at an exercise price to be determined
      but not greater than $0.30 (the “Warrant Rights” and together with the warrants
      described in subclause (A) above, the “Warrants”);

    


    WHEREAS,
      LLCII desires, for valid business reasons, to consummate an exchange of the
      Warrants pursuant to the terms hereof;

    


    WHEREAS,
      the Company has determined that it is in its best interest to recapitalize
      its
      capital structure through the exchange of the Warrants pursuant to the terms
      hereof as a plan of reorganization; and

    


    WHEREAS,
      for Federal income tax purposes, it is intended that this Agreement shall
      qualify as a “reorganization” within the meaning of Section 368(a) of the
      Internal Revenue Code of 1986, as amended, and the regulations promulgated
      thereunder (the “Code”).

    


    NOW,
      THEREFORE, in consideration of the foregoing premises and of the
      representations, warranties, covenants and agreements contained in this
      Agreement, and other good and valuable consideration, the receipt and
      sufficiency of which are hereby acknowledged, the parties agree as
      follows:

    


    1. Agreement
      to Exchange.
      LLCII
      and the Company agree that LLCII shall exchange all of the Warrants for
78,033,765
      shares
      of
      Common Stock (the “Exchange Shares”). Upon issuance of the Exchange Shares to
      LLCII, the Warrants will be null and void and of no further force or effect.
      The
      parties agree to issue the Exchange Shares in the name of PLAINFIELD PERU II
      LLC. 

    


    2. Surrender
      of Warrant Certificates.
      Concurrently with the execution of this Agreement and the issuance of the
      Exchange Shares, LLCII shall surrender the Warrants it holds in certificated
      form (which do not include the uncertificated Warrant Rights) to the Company,
      upon which surrender LLCII shall be deemed to be the holder of record of the
      Exchange Shares.

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    3. Issuance
      of Exchange Shares.
      Upon
      surrender by LLCII of the Warrants it holds in certificated form (which do
      not
      include the uncertificated Warrant Rights) pursuant to Section 2 hereof, the
      Company agrees to adopt this plan of reorganization and shall issue and deliver
      to LLCII the Exchange Shares issuable to LLCII pursuant to this Agreement,
      registered in the name of LLCII with the Transfer Agent.

     

    4. Registration
      Rights. The
      Company and LLCII agree that the Exchange Shares shall constitute “Registrable
      Securities” under the Registration Rights Agreement.

    


    5. Representations
      and Warranties of the Company.
      In
      order to induce LLCII to enter into this Agreement, the Company hereby
      represents and warrants to and agrees with LLCII that:

    


    (i) All
      Exchange Shares shall, when issued in exchange for the Warrants, be duly
      authorized, validly issued, fully paid and non-assessable, and free of any
      liens, encumbrances and preemptive or similar rights, and shall not be in
      violation of the Company’s Articles of Incorporation or Bylaws or any Applicable
      Law.

    


    (ii) The
      Company has the corporate power and authority to execute, deliver and perform
      the terms and provisions of this Agreement and has taken all necessary corporate
      action to authorize the execution, delivery and performance by it of this
      Agreement. The Company has duly executed and delivered this Agreement, and
      this
      Agreement constitutes its legal, valid and binding obligation enforceable in
      accordance with its terms, except to the extent that the enforceability thereof
      may be limited by applicable bankruptcy, insolvency, reorganization, moratorium
      or other similar laws generally affecting creditors’ rights and by equitable
      principles (regardless of whether enforcement is sought in equity or at
      law).

    


    (iii) No
      order,
      consent, approval, license, authorization or validation of, or filing, recording
      or registration with, or exemption by, any Governmental Authority is required
      to
      be obtained or made by, or on behalf of, the Company to authorize, or is
      required to be obtained or made by, or on behalf of, the Company in connection
      with (a) the execution, delivery and performance of this Agreement, (b) the
      legality, validity, binding effect or enforceability of this Agreement, or
      (c)
      the issuance of the Exchange Shares to LLCII and the registration of the
      Exchange Shares with the Transfer Agent.

    


    (iv)
      Neither the execution, delivery or performance by the Company of this Agreement,
      nor compliance by it with the terms and provisions thereof, (a) will contravene
      any provision of any law, statute, rule or regulation or any order, writ,
      injunction or decree of any court or Governmental Authority, (b) will conflict
      with or result in any breach of any of the terms, covenants, conditions or
      provisions of, or constitute a default under, or result in the creation or
      imposition of (or the obligation to create or impose) any Encumbrance, upon
      any
      of the property or assets of the Company or any of its Subsidiaries pursuant
      to
      the terms of any indenture, mortgage, deed of trust, credit agreement or loan
      agreement, or any other agreement, contract or instrument, in each case to
      which
      Company or any of its Subsidiaries is a party or by which it or any of the
      Company or any of its Subsidiaries or property or assets is bound or to which
      the Company or any of its Subsidiaries may be subject, except for any violation
      of the terms of the applicable provisions of the Purchase Agreement, the Notes,
      the Loan Agreement and the Loan Documents that are being waived pursuant to
      Section 7 of this Agreement or on the signature pages hereto, or (c) will
      violate any provision of the certificate or articles of incorporation,
      certificate of formation, limited liability company agreement or by-laws (or
      equivalent organizational documents), as applicable, of the Company or any
      of
      its Subsidiaries.

     

    
      
         

      

      
        -2-

        
          

        

      

      
         

      

    

    (v) (a)
      Upon
      issuance of the Exchange Shares, the authorized Capital Stock of the Company
      will consist solely of 250,000,000 shares of Common Stock and 1,000,000 shares
      of preferred stock, of which 155,721,636
      shares
      of Common Stock (assuming no additional exercises of existing stock options
      described in Schedule 4.7 to this Agreement) and no shares of preferred stock
      will be issued and outstanding, no shares are held in treasury and 71,153,414
      shares
      of Common Stock (such amount does not include any shares,
      warrants
or
      other
      convertible or exchangeable securities that
      may
      be issued pursuant to the Agreement
      and Plan of Merger, dated as of December 4, 2007, by and among the Company,
      Pure
      Biofuels del Peru S.A.C., Interpacific Oil S.A.C. and certain Target
      Stockholders identified therein, as amended on January 23, 2008 (the “Merger
      Agreement”),
      Section
      3.6(m) of the Purchase Agreement,
      or the
      Notes as PIK Interest (as defined in the Notes))
      will be
      reserved for issuance upon the exercise of outstanding warrants, options and
      other convertible or exchangeable securities (other than the Exchange Shares).
      Schedule 4.7 to this Agreement sets forth the capitalization of the Company
      as
      of the issuance of the Exchange Shares.

    


    (b)
       Except
      as
      set forth on Schedule 4.7 to this Agreement, as of the date of this Agreement,
      there are and upon issuance of the Exchange Shares there will be (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.

    


    (vi)
      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
      Agreement or any of the transactions contemplated hereby.

    


    6. Representations
      and Warranties of LLCII.
      LLCII
      represents and warrants to the Company that:

    


    
      
         

      

      
        -3-

        
          

        

      

      
         

      

    

    (i) LLCII
      has
      the power to execute, deliver and perform its obligations under this Agreement
      and has taken all action necessary to authorize the execution, delivery and
      performance by it of this Agreement and to consummate the transactions
      contemplated hereby. No other proceedings on the part of LLCII are necessary
      for
      such authorization, execution, delivery and consummation. LLCII has duly
      executed and delivered this Agreement. This Agreement constitutes a legal,
      valid
      and binding obligation of LLCII, enforceable against LLCII in accordance with
      its terms, except as such enforceability may be limited by applicable
      bankruptcy, insolvency, reorganization, moratorium or other similar laws
      relating to or affecting the enforcement of creditors’ rights generally or
      general principles of equity (regardless of whether such enforceability is
      considered in a proceeding in equity or at law).

    


    (ii) The
      execution, delivery and performance by LLCII of this Agreement does not and
      will
      not (a) violate any organizational document of LLCII, (b) contravene any
      material Applicable Law, (c) require any consent of any Governmental Authority
      or other Person, except where the failure to obtain such consent would not,
      individually or in the aggregate, reasonably be expected to have a material
      adverse effect on the ability of LLCII to perform its obligations under this
      Agreement, or (d) constitute a default under any Contract binding upon LLCII,
      except for any such defaults that would not, individually or in the aggregate,
      reasonably be expected to have a material adverse effect on the ability of
      LLCII
      to perform its obligations under this Agreement.

    


    (iii) LLCII
      has
      not engaged any brokers, finders or agents, and neither the Company has, nor
      will, incur, directly or indirectly, as a result of any action taken by LLCII,
      any liability for brokerage or finders’ fees or agents’ commissions or any
      similar charges under this Agreement or the transactions contemplated
      hereby.

    


    7. Waiver
      of the Purchase Agreement and the Notes.
      Notwithstanding anything to the contrary contained in the Purchase Agreement
      and
      the Notes, the Purchaser waives compliance by the Company of its applicable
      obligations contained in the applicable provisions of the Purchase Agreement
      only with respect to this Agreement, the Purchaser acknowledges and agrees
      that
      as a result of such waiver the execution of this Agreement by the Company and
      performance of its obligations hereunder will not violate the terms of the
      applicable provisions of the Purchase Agreement or the Notes and the issuance
      of
      the Exchange Shares shall not cause any adjustment to the Conversion Price
      of
      the Notes. LLCI is executing this Agreement only with respect to this Section
      7.


    


    8. Purchase
      Agreement and Transaction Documents.
      The
waiver
      in
      Section 7 above is
      limited
      as specified and shall not constitute a modification, acceptance or waiver
      of
      any other provision of the Purchase Agreement, or the other Transaction
      Documents. Except as set forth in Section 7 above,
      the
      Purchase Agreement and the other Transaction Documents shall continue in full
      force and effect in accordance with their terms.

     

    9. Certain
      Taxes.
      The
      Company shall pay any and all documentary, stamp or similar issue or transfer
      taxes payable in respect of the issue or delivery of the Exchange
      Shares.

    


    
      
         

      

      
        -4-

        
          

        

      

      
         

      

    

    10. Incorporation
      of Provisions from the Purchase Agreement.
      The
      provisions of Sections 13.2 and 13.3 of the Purchase Agreement are incorporated
      by reference herein (as if set forth in full in this section) so that this
      Agreement shall be subject to the terms and provisions of such sections of
      the
      Purchase Agreement.

    


    11. Waiver;
      Exercise of Rights and Remedies.
      Any
      provision of this Agreement may be amended or waived if, and only if, such
      amendment or waiver is in writing and signed by LLCII and the Company (and
      in
      the case of any amendment of Section 7 only, LLCI). No failure or delay by
      any
      party in exercising any right, power or privilege hereunder shall operate as
      a
      waiver thereof nor shall any single or partial exercise thereof preclude any
      other or further exercise thereof or the exercise of any other right, power
      or
      privilege. The rights and remedies herein provided shall be cumulative and
      not
      exclusive of any rights or remedies provided by law.

    


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

    


    13. Reorganization.
      The
      Company, LLCI and LLCII intend, and shall take the position, that the exchange
      of the Warrants pursuant to this Agreement should be characterized as a
      reorganization within the meaning of Section 368(a) of the Code and shall not
      take any position on any United States tax filing that is inconsistent with
      such
      characterization.

    


    [Remainder
      of page intentionally left blank.]

     

    
      
         

      

      
        -5-

        
          

        

      

      
         

      

    


    IN
      WITNESS WHEREOF, LLCII, LLCI and the Company have each duly caused this
      Agreement to be executed on the day and year first written above.

    


    PURE
      BIOFUELS CORP.

    


    By:
      /s/
      Luis
      Goyzueta                     


    Name:
      Luis Goyzueta

    Title:  
      CEO

     

    PLAINFIELD
      PERU II LLC

     

    By:
      /s/
      Steven
      Segaloff                   


    Name:
      Steven Segaloff

    Title:  
      Authorized Individual

     

    PLAINFIELD
      PERU I LLC (only with respect to Section 7 of this Agreement)

     

    By:
      /s/
      Steven
      Segaloff                  


    Name:
      Steven Segaloff

    Title:  
      Authorized Individual

    


    Notwithstanding
      anything to the contrary contained in the Loan Agreement and the Loan Documents,
      the Lender and the Administrative Agent waive compliance by the Company, the
      Borrowers and the Subsidiary Guarantors of their applicable obligations
      contained in the applicable provisions of the Loan Agreement and the Loan
      Documents only with respect to this Agreement and the transactions contemplated
      hereby and the Lender and the Administrative Agent acknowledge and agree that
      the execution of this Agreement by the Company and performance of its
      obligations hereunder will not violate the terms of the applicable provisions
      of
      the Loan Agreement and the Loan Documents. The waiver in this paragraph is
      limited as specified and shall not constitute a modification, acceptance or
      waiver of any other provision of the Loan Agreement or the other Loan Documents.
      Except as set forth in this paragraph, the Loan Agreement and other Loan
      Documents shall continue in full force and effect in accordance with their
      terms. Each of the Company and the Subsidiary Guarantor hereby ratifies and
      confirms its Guaranty.

    


     

    PLAINFIELD
      SPECIAL SITUATIONS MASTER FUND LIMITED

     

    By:
      /s/
      Steven
      Segaloff                 
  

    Name:
      Steven Segaloff

    Title:  
      Authorized Individual

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    PURE
      BIOFUELS CORP.

     

    By:
      /s/
      Luis
      Goyzueta                     


    Name:
      Luis Goyzueta

    Title:  
      CEO

    


    PURE
      BIOFUELS DEL PERU S.A.C.

    


    By:
      /s/
      Luis
      Goyzueta                     


    Name:
      Luis Goyzueta

    Title:  
      Apoderado

    


    PALMA
      INDUSTRIAL S.A.C.

    


    By:
      /s/
      Luis
      Goyzueta                     


    Name:
      Luis Goyzueta

    Title:  
      Apoderado

    


    ACEITE
      PUCALLPA S.A.C.

    


    By: /s/
      Gonzalo
      Campos                 


    Name:
      Gonzalo Campos

    Title:  
      General Manager

    


    PALMAS
      TROPICALES S.A.C.

    


    By:
      /s/
      Gonzalo
      Campos                 


    Name:
      Gonzalo Campos

    Title:  
      General Manager

    


    PUCAPALMA
      S.A.C.

    


    By:
      /s/
      Gonzalo
      Campos                 


    Name: Gonzalo
      Campos

    Title:  
      General Manager

    


    ECOPALMA
      S.A.C.

    


    By:
      /s/
      Gonzalo
      Campos                 


    Name:
      Gonzalo Campos

    Title:  
      General Manager

    


    PALMAS
      DE
      ORIENTE S.A.C.

    


    By:
      /s/
      Gonzalo
      Campos                 


    Name:
      Gonzalo Campos

    Title:  
      General Manager