**Pure****Biofuels
        Corp.**
 **9440
        Little Santa Monica Blvd., Suite 401**
 **Beverly
        Hills, CA 90210**
 **Exhibit
      10.6**




May
      11,
      2007




Interpacific
      Oil SAC


Calle
      Juno Mz. C Lt. 6B


La
      Campina, Chorrillos


Lima
      04,
      Perú





Luis
      Goyzueta


Av.
      La
      Merced 810


Surco,
      Lima 33


Perú





Alberto
      Pinto


Calle
      Bolívar 472-304


Lima
      18,
      Perú





Patrick
      Orlando


Antonio
      Pezet 1506,


San
      Isidro, Lima 27


Perú





Attention:
      Luis Goyzueta


Alberto
      Pinto





Dear
      Messrs. Goyzueta and Pinto:




This
      binding letter sets forth the intention of Pure Biofuels Corp., a Nevada
      corporation (the “Buyer”), to acquire from Interpacific Oil SAC, a Peruvian
      corporation (the “Seller”), all of the Seller’s properties, assets, contracts,
      business, goodwill and rights as a going concern, of every kind, nature,
      character and description, tangible and intangible, wherever located and whether
      or not carried or reflected on the books and records of the Seller, including,
      without limitation, (i) all customer lists, vendor lists, distribution
      information, records and files, licenses and all promotional and advertising
      information, (iii) all patents, copyrights, trademarks, trade names and other
      intellectual property rights, (iv) all contracts, understandings, arrangements,
      purchase orders and agreements with suppliers, manufacturers, customers and
      other third parties, (v) all furniture, fixtures, equipment, vehicles and
      leasehold improvements and (vi) all cash received by the Seller for goods or
      services which will be provided by the Buyer after the Closing (as defined
      below) (collectively, the “Assets”). Notwithstanding the foregoing, the Assets
      shall not include (a) all accounts receivable of the Seller resulting from
      sales
      made prior to the Closing (as defined below), (b) all raw materials, work-in
      process, and finished goods constituting the Seller’s inventory and samples of
      the Seller’s products and (c) all cash and cash equivalents set forth on the
      Seller’s balance sheet or located in the Seller’s bank account(s), except as set
      forth in clause (vi) above. The Buyer may, in its sole discretion, elect to
      purchase all of the capital stock of the Seller in lieu of purchasing the
      Assets, whether by merger, purchase or other structure, in which case references
      to the Assets shall be deemed to refer to the capital stock of the Seller.
      If
      the Acquisition is structured as a merger, the Buyer shall proceed to purchase
      from the Seller’s shareholders (Luis Goyzueta Angobaldo, Peruvian citizen,
      identified with DNI No. 10609920; Alberto Pinto Rocha, Peruvian citizen,
      identified with DNI No. 08249574; and Patrick Orlando Panizo, Peruvian citizen,
      identified with Peruvian Passport No. 0552726) all of the shares they receive
      from Pure Biofuels Peru S.A.C. (hereinafter referred to as the “Buyer’s
      Subsidiary”) as a result of the merger process; in such case, the Seller’s
      Shareholders will be referred to as the “Seller” instead of Interpacific Oil
      SAC.









Based
      upon the information Buyer has received to date and present market conditions,
      the proposed acquisition of the Assets (the “Acquisition”) would be
      substantially on the following terms:




1.  The
      purchase price for the Assets will be (i) Six Million Three Hundred Thousand
      Dollars ($6,300,000), payable with (A) Seven Hundred Thousand Dollars
      ($700,000) **** in
      cash,
      certified or bank check or wire transfer of immediately available funds and
      (B)
      a number of shares of the Common Stock of the Buyer equal to $5,600,000 (subject
      to reduction as described below) divided by the per share purchase price of
      the
      Buyer’s Common Stock used in the first equity or debt financing following the
      execution of this letter (the “Financing”) or if no such Financing occurs within
      90 days after the closing of the Acquisition (the “Closing”), then the lowest
      closing market price of the Buyer’s Common Stock between the execution of the
      Agreement and 90 days after the Closing and (ii) a five year warrant to purchase
      2,925,000 shares of the Common Stock of the Buyer, at an exercise price equal
      to
      the closing bid price of the Buyer’s Common Stock on the trading day immediately
      preceding the date of the Closing. Seller shall receive customary piggy-back
      registration rights for their shares of Common Stock and shares of Common Stock
      underlying the warrant. None of the purchase price shall be payable as of the
      date of the Closing, but the Buyer shall be required to pay the $700,000 cash
      consideration and $1,300,000 of the stock consideration for the Acquisition
      90
      days after the Closing. The remainder of the stock consideration and the warrant
      consideration shall be contingent upon a review by Moore Stephens Wurth Frazer
      and Torbet, LLP or agreed upon accounting firm (the cost of which shall be
      borne
      by the Buyer) of the operations of the Assets for the 90-day period beginning
      on
      the closing date of the Acquisition confirming that the revenue in accordance
      with U.S. GAAP for such 90-day period exceeded $3,900,000. If the revenue is
      less than $3,900,000, then the additional stock consideration and warrant
      consideration shall each be proportionately reduced on a percentage basis
      rounded off to the nearest whole percentage for each $1.00 in which the revenue
      is less than $3,900,000. By way of example, if the revenue is $1,950,000, then
      one half of the additional stock consideration and one half of the warrant
      consideration shall be paid. Seller shall use its best efforts to cause Moore
      Stephens Wurth Frazer and Torbet, LLP or agreed upon accounting firm to review
      the results of operations of the Assets for the 90-day period beginning on
      the
      closing date of the Acquisition as soon as practicable but in no event later
      than 120 days after the Closing. If the revenue is less than $3,900,000, then
      the Seller shall have the option of measuring the revenue for an additional
      90-day period (i.e., from the period beginning 91 days after the Closing and
      ending on the 180th day after the Closing) and can elect to be paid the
      additional stock consideration and warrant consideration based solely on the
      second 90-day period in the same manner set forth above for the first 90-day
      period. If the Acquisition is structured as a merger, then the Seller shall
      be
      merged into the Buyer’s Subsidiary and the shareholders of the Seller shall also
      become shareholders of the Buyer’s Subsidiary. At such time, the Buyer shall
      repurchase all of the shares received
      by the Seller’s shareholders from the
      Buyer’s Subsidiary as a
      result from the merger process with the Seller in
      exchange for the consideration above. After the execution of the Agreement
      (as
      hereinafter defined), the Buyer shall provide the Seller with $250,000 to expand
      the capacity of the Seller’s plant. If the merger between the Seller and the
      Buyer’s Subsidiary does not close, then the Seller will pay the Buyer such
      $250,000, without interest or any kind of penalties, within a term that will
      be
      discussed by both parties. In the case the Acquisition is structured as a
      merger, the Closing may also not occur until such time as the merger between
      the
      Buyer’s Subsidiary and the Seller is duly registered in the Peruvian Public
      Registry. It shall be understood that the Acquisition is structured as a merger
      whenever the governing bodies of the Buyer’s Subsidiary and the Seller agree to
      begin the merger process by which the Buyer’s Subsidiary absorbs the
      Seller.




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2.  Except
      as
      expressly provided in the Agreement (as hereinafter defined), Buyer shall not
      assume any liabilities of the Seller. The parties agree to comply with all
      Peruvian laws applicable to the Assets and/or the merger process, including
      the
      registration of this process in the Peruvian Public Registry, as a condition
      to
      the Closing.




3.  Until
      the
      Closing, the Seller will operate its business as presently operated, preserve
      its business operations intact and use its commercially reasonable efforts
      to
      preserve the assets of the Seller and the goodwill of suppliers, manufacturers,
      customers and other third parties having business relations with the
      Seller.




4.  Prior
      to
      the Closing, the Seller will afford Buyer and its representatives reasonable
      opportunity for free and full access to the properties, books, records, other
      data and personnel related to the Seller for the purpose of completing all
      reasonably necessary “due diligence” investigations and shall otherwise
      cooperate in good faith with Buyer, and its representatives in connection
      therewith, including, without limitation, interviewing the Seller’s employees
      and, subject to the Seller’s consent in each instance (which consent shall not
      be unreasonably withheld), customers. Buyer will likewise cooperate and afford
      the Seller and its representatives reasonable opportunity to complete all
      reasonably necessary “due diligence” investigations of Buyer.




5.  Each
      of
      the Seller and Buyer agrees to pay its own costs and expenses in connection
      with
      any aspect of the Acquisition, including the preparation and negotiation of
      this
      letter of intent, it being understood that neither of the parties shall be
      responsible for the other's costs and expenses.




6.  Each
      of
      the parties agrees that no finder's fee or brokerage commission shall, by reason
      of its actions, be payable by the other party in connection with the
      Acquisition, and neither party knows of any such fees or commissions that are
      or
      may become payable in connection with the Acquisition. Each of the parties
      agrees to indemnify the other in the event of a breach of the agreement set
      forth in this paragraph 6.




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7.  We
      will
      proceed promptly to negotiate a binding, definitive purchase agreement (the
      “Agreement”) providing for the Acquisition in form and substance reasonably
      satisfactory to Buyer, the Seller and their respective counsel. The Agreement
      will contain (a) customary representations and warranties by the Seller and
      its
      shareholders with respect to the Seller, the Seller’s business, the Assets and
      such other representations and warranties as may be necessary or proper as
      a
      result of Buyer’s review of the Seller and its business, (b) customary
      representations and warranties by Buyer with respect to such things as due
      formation of Buyer and power and authority of Buyer to purchase the Assets,
      (c)
      covenants, (d) indemnities by the Seller and its shareholders, (e) closing
      conditions and (f) undertakings. The Agreement will further provide for each
      party's receipt of such instruments of transfer and assumption, legal opinions
      and other documents and agreements as such party may reasonably request in
      connection with the Acquisition.




8.  In
      addition to customary conditions, the obligations of Buyer to consummate the
      Acquisition shall be contingent upon (a) the satisfactory completion of Buyer’s
“due diligence” examination of the Seller, its business and the Assets, (b) the
      execution and delivery of the Agreement by the Seller, (c) the agreement of
      the
      Seller to lease to the Buyer the property containing the Assets for $1,200
      per
      month, (d) the receipt of all necessary consents and approvals of governmental
      bodies and other third parties to the Acquisition, (e) the absence of any
      material adverse change in the Seller’s business or prospects related thereto,
      (f) an appraisal of the Assets by a nationally recognized valuation or
      accounting firm with a branch office in Peru resulting in a report (the cost
      of
      which shall be borne by the Buyer) that demonstrates that the liquidation value
      of the Assets is equal to at least $2.7 million and the cost basis of the Assets
      is equal to at least $1.5 million and (g) Seller shall have its financial
      statements for 2005, 2006 and the requisite interim period in 2007 audited
      or
      reviewed in accordance with U.S. GAAP.




9.  Any
      information disclosed by Buyer or Seller, or their respective representatives,
      which has not been publicly disclosed, shall be kept strictly confidential
      by
      the other. In the event that the Agreement is not signed on or before the
      Termination Date (as hereinafter defined), all documents delivered by Buyer
      or
      Seller, or their respective representatives, to the other and any copies of
      such
      documents or derivative forms of the information contained in such documents
      shall be immediately returned or destroyed. Buyer and Seller shall each use
      their best efforts to cause their respective representatives to abide by the
      provisions of this paragraph 9.




10.  No
      public
      announcement of the proposed transaction shall be made by Buyer or Seller
      without the other party’s consent except where required by applicable
      law.




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11.  In
      recognition and consideration of the fact that Buyer will invest substantial
      time and effort in its investigation of Seller and in the preparation and
      negotiation of the Agreement and in other matters relating to the Acquisition
      and as a result forego or delay the conduct of other activities and
      opportunities, Seller will not, and will not permit its shareholders or
      representatives or any other third party to, (i) directly or indirectly solicit,
      encourage or facilitate the submission of proposals or offers from any person
      other than Buyer relating to any merger or acquisition of the capital stock
      or
      the Assets of, or other similar transaction involving, Seller (an “Acquisition
      Proposal”) or (ii) participate in any discussions or negotiations regarding, or
      furnish any information to any person other than Buyer and its representatives
      in connection with, any Acquisition Proposal by any person other than Buyer.
      Seller shall immediately cease and cause to be terminated any existing
      discussions or negotiations with any parties conducted heretofore with respect
      to the foregoing.




12.  In
      the
      event that the parties fail to execute and deliver the Agreement on or before
      September 30, 2007 (the “Termination Date”), then this letter of intent shall
      terminate without liability on the part of either party (except as hereinafter
      provided or as provided in the Agreement) and without further action by the
      parties. Notwithstanding the foregoing, the Termination Date shall be extended
      in the event that Buyer is unable to complete its due diligence investigation
      because of the unavailability of Seller or of personnel of Seller reasonably
      requested by Buyer or the inability of Seller to deliver or cause to be
      delivered in a timely manner documentation reasonably requested by Buyer or
      its
      representatives.




13.  The
      parties agree that if the Buyer fails to have its planned biodiesel plant
      operational within one year after the closing of the Acquisition, then the
      parties will unwind the Acquisition and the Buyer will return the Assets to
      the
      Seller and the Seller will return all of the consideration received from the
      Buyer other than (a) the cash consideration of $700,000 and (b) an amount equal
      to the gross profit of the Assets for the 12 month period commencing on the
      Closing Date, less an assumed $350,000 of overhead (the “Return Consideration”),
      but only to the extent the Return Consideration exceeds $700,000. Any amount
      of
      Return Consideration greater than $700,000 shall be payable in that number
      of
      shares of Common Stock of the Buyer with an aggregate value equal to the
      remaining Return Consideration due to the Seller pursuant to this paragraph.
      Moore Stephens Wurth Frazer and Torbet, LLP or agreed upon accounting firm
      shall
      review the gross profit amount and the shares of the Company’s Common Stock
      shall be valued at the then current market price. However, the parties agree
      that in case the Acquisition is structured as a merger, the Closing shall be
      suspended until the merger process is registered in the Peruvian Public
      Registry.




The
      parties agree that in this scenario, returning of the assets will be done by
      means of any type of transfer that is suitable to transfer to the Seller the
      Assets or the shares of the Seller, as the case may be, including the
      performance of a corporate spin - off, the execution of a sales agreement or
      other structure to be agreed by both parties.




This
      letter shall be binding on the parties and constitutes the entire agreement
      between the parties and supersedes all prior oral or written agreement,
      understandings, representations and warranties and courses of conduct and
      dealing between the parties on the subject matter hereof, and may only be
      amended by a writing signed by each of the parties.




This
      letter shall be governed by and interpreted in accordance with the laws of
      Peru.
      The Seller agrees that the Buyer, in its sole discretion, may acquire the Assets
      or the stock of the Seller directly or through one or more subsidiaries. This
      letter may be executed in one or more counterparts, all of which taken together
      shall be one agreement and facsimile or email signatures shall be deemed
      original signatures for all purposes.




5




We
      trust
      the foregoing is acceptable and look forward to moving ahead rapidly to ensure
      the timely completion of the Acquisition. If the foregoing correctly expresses
      our understanding, please so indicate by signing and dating the enclosed copy
      of
      this letter at the bottom and returning it to our counsel, DLA Piper US LLP,
      Attn.: Daniel I. Goldberg, Esq. at 1251 Avenue of the Americas, New York, New
      York 10020, Fax No. 212-884-8466, email: Daniel.i.goldberg@dlapiper.com .
      In the
      event that a signed copy of this letter of intent is not in our counsel’s hand
      on or before 5:00 p.m. (New York time) on **May
      11, 2007** our
      offer to acquire the Assets shall be withdrawn and this letter of intent shall
      have no further force or effect.




**[Remainder
      of page intentionally left blank.]**




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Very truly yours,Pure Biofuels Corp.By:
            /s/
              Steven MagamiSteven
                MagamiPresident




ACCEPTED
      AND AGREED TO:




Interpacific
      Oil SAC




By:/s/ Luis GoyzuetaLuis
                GoyzuetaManaging
                Director




By:/s/ Alberto PintoAlberto
                  PintoManaging
                  Director
  /s/
                  Luis GoyzuetaLuis
                Goyzueta, shareholder of Interpacific Oil SAC  /s/
                  Alberto PintoAlberto
                Pinto, shareholder of Interpacific Oil SAC


/s/
                Patrick OrlandoPatrick
              Orlando, shareholder of Interpacific Oil
              SACDated:May
              11, 2007





**[Signature
      page to Pure Biofuels Corp. / Interpacific Oil SAC binding Letter of
      Intent.]**




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