Exhibit 10.5

EXHIBIT "A"

Commercial Distribution Agreement

This **COMMERCIAL DISTRIBUTION AGREEMENT**is made and entered into by and between:

 PURE BIOFUELS DEL PERU S.A.C. (hereinafter "**PURE BIO FUEL**", identified by Tax ID Number (RUC) 20268884506, with registered office at Av. Canaval y Moreyra 380, Of 402, San Isidro,  Lima, acting by and through Mr.Luis Goyzueta identified by National Identity Card (DNI) No. 10609920

OCEAN MARINE S.A.C. (hereinafter "**OCEAN MARINE**"), identified by Tax ID Number (RUC) 20268884506, with registered office at Calle Bolivar 472, Miraflores, Lima, acting by and through Mr. David Duharte, identified by National Identity Card (DNI) No. 07861055, 

Under the following terms and conditions:

ONE.-             RECITALS 

1.1       **PURE BIO FUEL** manufactures, produces and supplies BIODIESEL(hereinafter, THE PRODUCT). 

1.2       **PURE BIO FUEL** desires to distribute and supplies THE PRODUCT inthe Republic of Peru (hereinafter the "Territory"), to which end it needsa legal entity that has been granted all the authorizations required by law totrade such products.

1.3       **OCEAN MARINE**trades, distribute and supplies any kind of oils according the Peruvian laws,being able to commercialize THE PRODUCT in theTerritory.

TWO.-            PURPOSE

PURE BIO FUEL appoints **OCEAN MARINE** as its sole and exclusive distributor in the Territory in the terms hereby established. 

THREE.-        VOLUME

The parties estimate that Selling Volume of THE PRODUCT that **OCEAN MARINE** will make is 48,000 glns as minimum and 130,000 glns as maximum, per day.

For the above mentioned, **PURE BIO FUEL** shall provide **OCEAN MARINE** THE PRODUCT.

FOURTH.-                 QUALITY
The quality of THE PRODUCT (biodiesel) shall comply the established in the technical norm  ASTM 6751

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**FIVE.-                         PRICE AND PAYMENT
The formula to calculate the price between PURE BIOFUEL and OCEAN MARINE will be: Petro Peru's Published price for Diesel 2 in Callao less a discount of S/n. 0.60 cents per Gallon. 

The conditions of payment of sale of THE PRODUCT will be three (03)days after  Delivery of the product. to OCEAN MARINE..
**SIX.-                NATURE OF THE AGREEMENT
6.1       There is only a simple civil and business relationship derived fromthis Distribution Agreement between **PURE BIO FUEL** and **OCEAN MARINE**.Accordingly, it may not be interpreted that there is a principal-attorney,employer-employee or principal-representative relationship or an agencyrelationship between **PURE BIO FUEL** and **OCEAN MARINE**. **OCEANMARINE** is an independent contractor; it acts and shall always act on its ownbehalf and shall not be authorized to invoke any representation or power ofattorney or to create any type of obligation, whether express or implied, in thename or on behalf of **PURE BIO FUEL**. It shall not be authorized to bind **PURE BIO FUEL**  in any manner whatsoever either.

6.2      In this regard, each of the parties hereto isresponsible for the fulfillment of its administrative, labor and tax obligationsand, in general, for securing and renewing its authorizations, permits, licensesor similar documents required by the legal regulations for the development ofits activities. Furthermore, each of the parties is exclusively responsible forits civil, mercantile and any other kind of obligations set forth by law or inany agreement entered into with its workers, employees and/or personnel undercontract.

6.3       It is clearly established that **PURE BIO FUEL** has no laborrelationship with **OCEAN MARINE** or with its servants or dependants, whosecontract and labor relations are not incumbent upon it at all.

6.4       On the other hand, it is expressly placed on record that theDistribution Agreement has the quality of *intuito personae* with respectto **OCEAN MARINE**. In this connection, **OCEAN MARINE** may only assignits interest in the agreement or any rights granted thereunder with the priorwritten consent of **PURE BIO FUEL**. 
**SEVEN.-         TERM

This Agreement will terminate upon agreement of the parties.
**EIGHT.-          ASSIGNMENT OF CONTRACT AND RIGHTS

Any party may assign its interest in this Distribution Agreement in favor of any third party it may designate, subject to the express prior approval of the other party. 
**NINE.-            APPLICABLE LAW, DOMICILE AND JURISDICTION

9.1       The Distribution Agreement is governed by the laws of Republic of Perú. 

9.2       The parties designate as theirdomiciles those specified in the introduction hereof. Either of the parties maychange its address, for which purpose it must notify this change in writing toall the other parties. The change of address shall only take effect within five(5) business days following receipt of the relevant written notice by the lastparty who is notified of such change of address.

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9.3       The parties agree to settle,through a direct and friendly agreement, any and all the controversies ordisputes arising out of this Distribution Agreement, including those related tothe nullity, invalidity or voidability thereof or those referring to theinterpretation thereof.If this is not possible, the parties hereby submit to the jurisdiction of theRepublic of Peru, Lima - Cercado courts. 
Executed in Lima, Perú, in two (2) counterparts of the same tenor, this 12 day of October 2006.

 

 

 

 

 

 

 

 

 

 

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