**VOTING
      AGREEMENT**




VOTING
      AGREEMENT, dated as of September 12, 2007 (this “ Agreement ”),
      by
      and among the stockholders of Pure Biofuels Corp., a Nevada corporation (the
      “ Company ”),
      listed on the signature page(s) hereto (collectively, the “ Stockholders ”
and
      each individually, a “ Stockholder ”),
      Plainfield Special Situations Master Fund Limited, a Cayman Islands Corporation
      (“ PSSM ”),
      Plainfield Peru I LLC, a Delaware limited liability company (“ LLCI ”),
      and
      Plainfield Peru II LLC, a Delaware limited liability company (“ LLCII ”
and
      together with PSSM and LLCI, “ Plainfield ”).




**RECITALS**




WHEREAS,
      as of the date hereof, the Stockholders beneficially own an aggregate of
      10,806,463 shares of common stock of the Company, par value $0.001 per share
      (the “ Common
      Stock ”),
      as
      set forth on Schedule
      I hereto
      (such shares, or any other voting or equity securities of the Company hereafter
      acquired by any Stockholder prior to the termination of this Agreement, being
      referred to herein collectively as the “ Shares ”);




WHEREAS,
      concurrent with the execution of this Agreement, Pure Biofuels del Peru S.A.C.
      and Palma Industrial S.A.C., each a subsidiary of the Company, as Borrowers,
      and
      the Company, as Guarantor, are entering into a Loan Agreement with PSSM, dated
      as of the date hereof (the “ Loan
      Agreement ”)
      pursuant to which, upon the terms and subject to the conditions thereof,
      Plainfield will make available to the Borrower borrowings in the aggregate
      amount of $20,000,000;




WHEREAS,
      concurrent with the execution of this Agreement, the Company is entering into
      a
      Securities Purchase Agreement with LLCI and LLCII, dated as of the date hereof
      (the “ Securities
      Purchase Agreement ”
and,
      together with the Loan Agreement, the “ Financing
      Agreements ”),
      pursuant to which, upon the terms and subject to the conditions thereof, the
      Company will issue to LLCI and LLCII 11,000,000 shares of common stock of the
      Company, $10,000,000 aggregate principal amount of 10%/12% Convertible PIK
      Election Notes, convertible into 16,666,6667 shares of Common Stock (the
“ Notes ”)
      and
      warrants representing the right to purchase shares of Common Stock of the
      Company representing in the aggregate 34.4% of the Company’s fully diluted
      Common Stock (the “ Warrants ”);




WHEREAS,
      the conversion of the Notes and the exercise of the Warrants are conditioned
      upon the receipt of stockholder approval of a proposal to
      increase the number of authorized shares of common stock of the Company from
      93,750,000 to a number sufficient to support the issuance of the common stock
      underlying the Note and the Warrants ;
      and




WHEREAS,
      as a condition to the willingness of Plainfield to enter into the Financing
      Agreements, Plainfield has required that the Stockholders agree, and in order
      to
      induce Plainfield to enter into the Financing Agreements, the Stockholders
      are
      willing, to enter into this Agreement.




NOW,
      THEREFORE, in consideration of the foregoing and the mutual covenants and
      agreements contained herein, and intending to be legally bound hereby, the
      parties hereby agree, severally and not jointly, as follows:









Section
      1.  Voting
      of Shares .




The
      Stockholders shall vote all Common Stock beneficially owned by each (including
      any Common Stock hereafter acquired) at any regular or special meeting of the
      stockholders of the Company, or in any written consent executed in lieu of
      such
      a meeting of stockholders, in favor of a proposal to (i) increase the number
      of
      authorized shares of common stock of the Company from 93,750,000 to a number
      sufficient to support the issuance of the common stock underlying the Notes
      (including any Notes issued in lieu of interest thereon) and the Warrants and
      (ii) delete Article 15 (“Stockholder Appraisal Rights in Business Combinations”)
      from the Articles of Incorporation of the Company.




Section
      2.  Term .




2.1  This
      Agreement shall terminate upon the earlier of stockholder approval of the
      actions set forth in Section 1 hereof and January 31, 2008.




Section
      3.  Covenants
      of the Stockholders .




3.1  Disposition
      of Stock by Stockholders .
      The
      Stockholders shall not, directly or indirectly, prior to stockholder approval
      of
      the actions set forth in Section 1 hereof, sell, dispose of or otherwise
      transfer record or beneficial ownership of any shares of Common Stock subject
      to
      this Agreement owned of record or beneficially by the Stockholders as of the
      date hereof unless:




(a)  Such
      sale, disposition or transfer is effected after the record date for determining
      holders of Common Stock who will be entitled to notice of and to vote on the
      actions set forth in Section 1 hereof; or




(b)  Any
      person acquiring any share of Common Stock of the Stockholders prior to the
      record date set forth in Section 3.1(a), by accepting it, (i) agrees to be
      subject to all the terms and conditions of this Agreement as if such person
      signed this Agreement as a Stockholder, and (ii) either (A) agrees to execute
      an
      irrevocable proxy in substantially the form attached hereto as Exhibit
      1 ,
      or (B)
      is notified that such Stockholder has executed an irrevocable proxy in
      substantially the form attached hereto as Exhibit
      2 by
      placing a legend on such stock certificates.




3.2  No
      Inconsistent Agreement .
      The
      Stockholders shall not enter into any agreement or grant any proxy or power
      of
      attorney with respect to their respective Common Stock that is inconsistent
      with
      the terms hereof.




Section
      4.  Representations
      and Warranties of the Stockholders .
      The
      Stockholders hereby severally and not jointly represent and warrant to
      Plainfield as follows:




4.1  Authority .
      This
      Agreement has been duly executed and delivered by each of the Stockholders
      and
      this Agreement constitutes valid and binding obligations of each of the
      Stockholders enforceable in accordance with its terms except as enforcement
      may
      be limited by bankruptcy, insolvency or other similar laws affecting the
      enforcement of creditors’ rights generally and except that the availability of
      equitable remedies, including specific performance, is subject to the discretion
      of the court before which any proceeding therefore may be brought.




2




4.2  The
      Common Stock .
      The
      Stockholders have good and marketable title to, and sole voting rights with
      respect to, their respective Common Stock.




Section
      5.  Representations
      and Warranties of Plainfield .
      Plainfield has all requisite corporate power and authority to enter into this
      Agreement and to consummate the transactions contemplated hereby. The execution
      and delivery of this Agreement by Plainfield and the consummation by Plainfield
      of the transactions contemplated hereby have been duly authorized by all
      necessary corporate action on the part of Plainfield. This Agreement has been
      duly executed and delivered by Plainfield and this Agreement constitutes valid
      and binding obligations of Plainfield enforceable in accordance with its terms
      except as enforcement may be limited by bankruptcy, insolvency or other similar
      laws affecting the enforcement of creditors’ rights generally and except that
      the availability of equitable remedies, including specific performance, is
      subject to the discretion of the court before which any proceeding therefor
      may
      be brought.




Section
      6.  Miscellaneous .




6.1  Specific
      Performance .
      Since a
      breach of the provisions of this Agreement could not adequately be compensated
      by money damages, any party shall be entitled, in addition to any other right
      or
      remedy available to it, to an injunction restraining such breach or a threatened
      breach and to specific performance of any such provision of this Agreement,
      and
      in either case no bond or other security shall be required in connection
      therewith, and the parties hereby consent to such injunction and to the ordering
      of specific performance.




6.2  Entire
      Agreement; Amendments and Modification .
      This
      Agreement constitutes the entire agreement between the parties hereto with
      respect to the subject matter hereof and supersedes all prior agreements and
      understandings, both written and oral, between the parties with respect thereto.
      This Agreement may not be amended, modified or rescinded except by an instrument
      in writing signed by each of the parties hereto.




6.3  Severability .
      If any
      term or other provision of this Agreement is invalid, illegal or incapable
      of
      being enforced by any rule of law, or public policy, all other conditions and
      provisions of this Agreement shall nevertheless remain in full force and effect.
      Upon such determination that any term or other provision is invalid, illegal
      or
      incapable of being enforced, the parties hereto shall negotiate in good faith
      to
      modify this Agreement so as to effect the original intent of the parties as
      closely as possible to the fullest extent permitted by applicable law in a
      mutually acceptable manner in order that the terms of this Agreement remain
      as
      originally contemplated to the fullest extent possible.




6.4  Governing
      Law; Submission to Jurisdiction . THIS
      AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF
      THE
      STATE OF NEW YORK WITHOUT REGARD TO THE PRINCIPLES OF CONFLICTS OF LAW
      THEREOF .
      ANY
      LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT 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 AGREEMENT, EACH PARTY HERETO HEREBY
      IRREVOCABLY ACCEPTS FOR ITSELF AND IN RESPECT OF ITS PROPERTY, GENERALLY AND
      UNCONDITIONALLY, THE JURISDICTION OF THE AFORESAID COURTS. EACH PARTY HERETO
      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 AGREEMENT BROUGHT IN ANY OF THE AFOREMENTIONED
      COURTS, THAT SUCH COURTS LACK PERSONAL JURISDICTION OVER IT. EACH PARTY HERETO
      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 SECTION 6.6, SUCH SERVICE TO BECOME EFFECTIVE 30 DAYS AFTER SUCH
      MAILING. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES ANY OBJECTION TO SUCH
      SERVICE OF PROCESS AND FURTHER IRREVOCABLY WAIVES AND AGREE 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
      ANY PARTY HERETO TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR TO
      COMMENCE LEGAL PROCEEDINGS OR OTHERWISE PROCEED AGAINST ANOTHER PARTY IN ANY
      OTHER JURISDICTION. EACH PARTY HERETO 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
      AGREEMENT BROUGHT IN THE COURTS REFERRED TO 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.




3




6.5  Counterparts .
      This
      Agreement may be executed in counterparts, each of which shall be deemed an
      original and all of which together shall constitute one and the same
      instrument.




6.6  Notices .
      All
      notices and other communications hereunder shall be in writing and shall be
      deemed duly delivered (i) three business days after being sent by hand delivery
      in writing, by facsimile or electronic transmission, by registered or certified
      mail, return receipt requested, postage prepaid, or (ii) one business day after
      being sent for next business day delivery, fees prepaid, via a reputable
      nationwide overnight courier service, in each case to the intended recipient
      as
      set forth below:




(i)  if
      to any
      Stockholder, see Schedule I




4




(ii)  if
      to
      Pure Biofuels to:




Pure
      Biofuels Corp.


9440
      Little Santa Monica Boulevard, Suite 401


Beverly
      Hills, Ca 90210


Attention:
      Steven S. Magami


Facsimile
      No: 310-402-5947







(ii)  With
      a
      copy (which shall not constitute notice) to:





DLA
      Piper
      US LLP


1251
      Avenue of the Americas


New
      York,
      New York 10020


Attention:
      Daniel I. Goldberg, Esq.




Facsimile
      No: 212-335-4501






(iii)  if
      to
      Plainfield to:




Plainfield
      Special Situations Master Fund Limited


55
      Railroad Avenue


Greenwich,
      CT 06830


Attention:
      General Counsel


Telephone:
      203-302-1700


Facsimile:
      203-302-1779




(iv)  With
      a
      copy (which shall not constitute notice) to:







White
      & Case LLP


1155
      Avenue of the Americas


New
      York,
      New York 10036


Attn:
      Thomas P. Higgins, Esq.


Telephone:
      212-819-8813


Facsimile:
      212-354-8113




6.7  No
      Third Party Beneficiaries .
      This
      Agreement is not intended, and shall not be deemed, to confer any rights or
      remedies upon any person other than the parties hereto and their respective
      successors and permitted assigns.




6.8  Assignment .
      Except
      as provided in Section 3 hereof, neither this Agreement nor any of the rights,
      interests or obligations under this Agreement may be assigned or delegated,
      in
      whole or in part, by operation of law or otherwise by any of the parties hereto
      without the prior written consent of the other parties and any such assignment
      without such prior written consent shall be null and void. Subject to the
      preceding sentence, this Agreement shall be binding upon, inure to the benefit
      of, and be enforceable by, the parties hereto and their respective successors
      and permitted assigns.




5




6.9  Headings .
      The
      headings in this Agreement are solely for convenience of reference and shall
      be
      given no effect in the construction or interpretation of this
      Agreement.




6.10  Interpretation .
      When
      reference is made in this Agreement to a Section, such reference shall be to
      a
      Section of this Agreement, unless otherwise indicated. The headings contained
      in
      this Agreement are for convenience of reference only and shall not affect in
      any
      way the meaning or interpretation of this Agreement. The language used in this
      Agreement shall be deemed to be the language chosen by the parties hereto to
      express their mutual intent, and no rule of strict construction shall be applied
      against any party. Whenever the context may require, any pronouns used in this
      Agreement shall include the corresponding masculine, feminine or neuter forms,
      and the singular form of nouns and pronouns shall include the plural, and vice
      versa. Any reference to any federal, state, local or foreign statute or law
      shall be deemed also to refer to all rules and regulations promulgated
      thereunder, unless the context requires otherwise. Whenever the words “include,”
“includes” or “including” are used in this Agreement, they shall be deemed to be
      followed by the words “without limitation.” No summary of this Agreement
      prepared by the parties shall affect in any way the meaning or interpretation
      of
      this Agreement.




6.11  WAIVER
      OF JURY TRIAL .
      PLAINFIELD AND EACH STOCKHOLDER HEREBY IRREVOCABLY WAIVES ALL RIGHTS TO TRIAL
      BY
      JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT,
      TORT
      OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS
      CONTEMPLATED HEREBY OR THE ACTIONS OF PLAINFIELD OR EACH STOCKHOLDER IN THE
      NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT OF THIS
      AGREEMENT.




[remainder
      of page left blank intentionally]




6


IN
      WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be
      signed individually or by its respective duly authorized officer as of the
      date
      first written above.




PLAINFIELD PERU I LLCBy:
              /s/
              Steven SegaloffName:
              Steven SegaloffTitle:
              Authorized Individual





*[Signature
        page to Voting Agreement]*







**


PLAINFIELD PERU II LLCBy:
                  /s/
                  Steven SegaloffName:
                  Steven SegaloffTitle:
                  Authorized Individual
 
 *[Signature
            page to Voting Agreement]*


By:
                /s/
                David CliftonName:
                David Clifton
 
 *[Signature
          page to Voting Agreement]*





By:
                /s/
                Joy CliftonName:
                Joy Clifton
 
 *[Signature
          page to Voting Agreement]*


By:
                /s/
                Brendan BarberName:
                Brendan Barber
 
 *[Signature
          page to Voting Agreement]*







By:
                  /s/
                  Hiroshi DejaeghereName:
                  Hiroshi Dejaeghere
 
 *[Signature
            page to Voting Agreement]*







By:
                  /s/
                  Luis GoyzuetaName:
                  Luis Felix Goyzueta
 
 *[Signature
            page to Voting Agreement]*









By:
                /s/
                Patrick OrlandoName:
                Patrick Orlando
 
 *[Signature
          page to Voting Agreement]*







By:
                  /s/
                  David SmalleyName:
                  David Smalley
 
 *[Signature
            page to Voting Agreement]*










**
 TRIMARINE CORPORATIONBy:
                    /s/
                    David DuharteName:
                    David DuharteTitle:
                    Authorized Signatory
 
 *[Signature
              page to Voting
              Agreement]*









**
 TECHNOVALE
                      LTDBy:
                    /s/Name:Title:
 
 *[Signature
              page to Voting
              Agreement]*








****


CTH
                        ONE LPBy:
                      /s/Name:Title:
 
 *[Signature
                page to Voting
                Agreement]*