**E** **xhibit
        10.3**
   **ESCROW
        AGREEMENT**
   ESCROW
        AGREEMENT made as
        of the 19
        day of
        April, 2007.
  AMONG:
  **PURE
        BIOFUELS CORP.,** a Nevada
        corporation with an address at 9440 Little Santa Monica Blvd., Suite 400
        Beverly
        Hills, CA.
  (“ **PBOF** ”)
  AND:
  **Luis
        Goyzueta**
  (the
        “ **Shareholder** ”) ****
  AND:
  **Cornell
        Capital Partners, L.P.,** a
        Cayman
        Islands limited partnership with an address at 101 Hudson Street, Suite 3700,
        Jersey City, NJ 07303.
  (“ **Cornell** ”)
  AND:
  **U.S.
        Bank National Association,** a
        national banking association with a corporate trust services office at 225
        Asylum Street, 23 rd Floor,
        Hartford, CT 06103, attention: Corporate Trust Services
  (the
        “ **Escrow
        Agent** ”)
  **WITNESS
        THAT WHEREAS:**
  A.  The
        Shareholder and PBOF wish to appoint the Escrow Agent to accept, hold and
        deliver, pursuant to the terms of this Agreement, 5,000,000 shares of common
        stock of PBOF registered in the name of the Shareholder (the “ **Shares** ”);
  B.  PBOF
        and
        Cornell are parties to the Securities Purchase Agreement of even date herewith
        (the “ **Purchase
        Agreement** ”),
        pursuant to which PBOF shall issue and sell to Cornell, as provided in the
        Purchase Agreement and Cornell shall purchase secured convertible
        debentures;
  -
          2
          -
 C.  The
        Shareholder and PBOF have agreed that the Shares will be held by the Escrow
        Agent and released only in accordance with this Agreement.
  THEREFORE,
        in consideration of the mutual covenants and agreements herein contained
        and
        other good and valuable consideration (the receipt and sufficiency of which
        are
        hereby acknowledged), the parties covenant and agree as follows:
  *1.* *INTERPRETATION*
  1.1  In
        this
        Agreement:
  (a)
            the
                headings have been inserted for convenience of reference only and
                in no
                way define, limit, or enlarge the scope or meaning of the provisions
                of
                this Agreement;  (b)
            all
                references to any party, whether a party to this Agreement or not,
                will be
                read with such changes in number and gender as the context or reference
                requires; and  (c)
            when
                the context hereof makes it possible, the word “person” includes in its
                meaning any firm and any body corporate or
                politic.  *2.* *DEPOSIT
        INTO ESCROW*
  2.1  The
        Shareholder will, within five (5) business days of the execution of this
        Agreement, deliver the Shares and fully executed stock power of attorney,
        signature guaranteed as required by the transfer agent of PBOF (the
“ **PA** ”),
        to
        the Escrow Agent and the Escrow Agent will hold the Shares and the PA in
        escrow
        subject to the terms and conditions of this Agreement.
  *3.* *ESCROW
        PROVISIONS*
  3.1  The
        Shareholder and PBOF hereby direct the Escrow Agent to retain the Shares
        and the
        PA and not to cause anything to be done to release the same from escrow except
        in accordance with this Agreement. The Escrow Agent accepts its responsibilities
        hereunder and agrees to perform them in accordance with the terms
        hereof.
  3.2  The
        Escrow Agent will hold the Shares and the PA in escrow and will, unless
        prohibited by an order of a court of competent jurisdiction, deliver the
        Shares
        and PA as follows:
  (a)
            within
                five business days after its receiptof
                a certificatesigned
                by each of PBOF and Cornellto
                the effect that an “Event of Default” (as defined in Secured Convertible
                Debenture issued to Cornell as of even date herewith (the “**Debenture**”))
                has occurred,the
                Escrow Agent shall deliver the Shares and the PA toCornell
                at the address set forth in Section 7.5 hereto or at such other address
                as
                Cornell shall instruct the Escrow Agent in writing from time to time.
                For
                the avoidance of doubt, the parties other than the Escrow Agent agree
                among themselves that, in the event they instruct the Escrow Agent
                to
                deliver the Shares in accordance with this Section 3.2(a), they will
                instruct the Escrow Agent to transfer such Shares, or a portion thereof,
                so that the Shares previously owned by and registered in the name
                of theShareholdershall be delivered to and re-registered in the nameof
                Cornell;
                or  - 3
          -
 (b)
            within
                five business days after its receiptof
                a certificatesigned
                by each of PBOF and Cornellto
                the effect that the Debenture has been fully repaid or converted
                pursuant
                to Sections 3 and 4 of the Debenture, the Escrow Agentshall
                deliver the Shares and related PA to theShareholderat
                the address set out in Section 7.5 hereto or at such other address
                as the
                Shareholder shall instruct the Escrow Agent in writing from time
                to
                time.  The
        period of time any of the Shares are held by the Escrow Agent pursuant to
        this
        Section 3.2 shall be referred to herein as the “Escrow Period.”
  *4.* *RIGHTS
        OF SHAREHOLDER IN THE SHARES*
  4.1  The
        Shareholder, as the registered owner of the Shares, shall retain all of its
        rights as Shareholder of the Company during the Escrow Period, including,
        without limitation, the right to vote such shares, but not including the
        right
        to sell or transfer the Shares except as set forth in Section 4.3.
  4.2  During
        the Escrow Period, all cash dividends payable with respect to the Shares
        shall
        be paid to the Shareholder, as the registered owners of the Shares. As used
        herein, the term “Shares” shall be deemed to include all
        non-cash dividends  distributed
        thereon, if any. PBOF agrees to deliver all such non-cash dividends attributable
        to the Shares to the Escrow Agent. Unless and until the Escrow Agent actually
        receives such non-cash dividends, it may assume without inquiry that no such
        non-cash dividends have been, or are required to be, paid.
  4.3  During
        the Escrow Period, no sale, transfer ,
        assignment, encumbrance, pledge, hypothecation, or other
        disposition may be made by
        the
        Shareholder with respect to any or
        all of the Shares or its
        rights under this Agreement  except
        (i) by gift to an immediate family member of the Shareholder or to a trust, the beneficiary
        of
        which is the Shareholder or a member of the immediate family of the Shareholder,
        (ii) by virtue of the laws of descent and distribution upon the death
        of
        the Shareholder, or (iii) pursuant to a qualified domestic relations order;
        provided, however, that any such transfer may be
        implemented only upon the respective transferee’s written agreement to be bound
        by the terms and conditions of this Agreement delivered to, and in form and
        substance acceptable to, the Escrow Agent. Any
        such
        transfer that does not comply with the terms of this Section 4.3 shall be
        null
        and void and shall not be recognized in the books and records of the Company.
  *5.* *ESCROW
        AGENT*
  5.1  In
        exercising the rights, duties and obligations prescribed or confirmed by
        this
        Agreement, the Escrow Agent will act honestly and in good faith and will
        exercise that degree of care, diligence and skill that a reasonably prudent
        person would exercise in comparable circumstances.
  5.2  The
        Shareholder **,** PBOF and
        Cornell **** agree
        from time to time and at all times hereafter to save,
        defend and keep harmless and fully indemnify the Escrow Agent, its officers,
        directors, employees, shareholders **,** successors
        and assigns from and against any
        and **** all losses ,
        costs,
        charges, suits, demands, claims, damages and expenses which the Escrow Agent,
        its officers,
        directors, employees, shareholders **,** successors
        or assigns may at any time or times hereafter bear, sustain, suffer or be
        put
        unto for or by reason or on account of its acting pursuant to this Agreement
        or
        anything in any manner relating thereto or by reason of the Escrow Agent’s
        compliance in good faith with the terms hereof.
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          -
 5.3  In
        case
        proceedings should hereafter be taken in any court respecting the Shares,
        the
        Escrow Agent will not be obliged to defend any such action or submit its
        rights
        to the court until it has been indemnified by other good and sufficient security
        in addition to the indemnity given in Clause 5.2 against
        its costs of such proceedings **.** Such
        costs shall be advanced by the indemnifying party as requested by the Escrow
        Agent .
  5.4  The
        Escrow Agent will have no responsibility in respect of loss of the Shares
        except
        the duty to exercise such care in the safekeeping of the stock certificates
        representing the Shares as it would exercise if the Shares belonged to the
        Escrow Agent. The Escrow Agent may act on the advice of counsel but will
        not be
        responsible for acting or failing to act on the advice of counsel.
  5.5  The
        Escrow Agent will not be bound in any way by any contract between the other
        parties hereto whether or not it has notice thereof or of its terms and
        conditions and the only duty, liability and responsibility of the Escrow
        Agent
        will be to hold the certificates representing the Shares and the related
        PAs as
        herein directed and to pay and deliver the same to such persons and other
        such
        conditions as are herein set forth. The Escrow Agent will not be required
        to
        pass upon the sufficiency of any of the Shares or to ascertain whether or
        not
        the person or persons who have executed, signed or otherwise issued or
        authenticated the said documents have authority to so execute, sign or
        authorize, issue or authenticate the said documents or any of them, or that
        they
        are the same persons named therein or otherwise to pass upon any requirement
        of
        such instruments that may be essential for their validity, but it shall be
        sufficient for all purposes under this Agreement insofar as the Escrow Agent
        is
        concerned that the said documents are deposited with it as herein specified
        by
        the parties executing this Agreement with the Escrow Agent.
  5.6  In
        the
        event that the Shares are attached, garnished or levied upon under any court
        order, or if the delivery of such property is stayed or enjoined by any court
        order or if any court order, judgment or decree is made or entered affecting
        such property or affecting any act by the Escrow Agent, the Escrow Agent
        may, in
        its sole discretion, obey and comply with all writs, orders, judgments or
        decrees so entered or issued, whether with or without jurisdiction,
        notwithstanding any provision of this Agreement to the contrary. If the Escrow
        Agent obeys and complies with any such writs, orders, judgments or decrees,
        it
        will not be liable to any of the parties hereto or to any other person, form
        or
        corporation by reason of such compliance, notwithstanding that such writs,
        orders, judgments or decrees may be subsequently reversed, modified, annulled,
        set aside or vacated.
  5.7  Except
        as
        herein otherwise provided, the Escrow Agent is authorized and directed to
        disregard in its sole discretion any and all notices and warnings which may
        be
        given to it by any of the parties hereto or by any other person, firm,
        association or corporation. It will, however, at its sole discretion, obey
        the
        order, judgment or decree of any court of competent jurisdiction, and it
        is
        hereby authorized to comply with and obey such orders, judgments or decrees
        and
        in case of such compliance, it shall not be liable by reason thereof to any
        of
        the parties hereto or to any other person, firm, association or corporation,
        even if thereafter any such order, judgment or decree may be reversed, modified,
        annulled, set aside or vacated.
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          -
 5.8  If
        the
        Escrow Agent receives any valid court order contrary to the instructions
        contained in this Agreement, the Escrow Agent may continue to hold the Shares
        until the lawful determination of the issue between the parties
        hereto.
  5.9  If
        written notice of protest is made by any of the Shareholder **,**  PBOF **** or Cornell to
        the
        Escrow Agent to any action contempl ated
        by
        the Escrow Agent under this Agreement, and such notice sets out reasons for
        such
        protest, the Escrow Agent may at its sole discretion continue to hold the
        Shares
        until the right to the documents is legally determined by a court of competent
        jurisdiction or otherwise.
  5.10  The
        Escrow Agent may resign as Escrow Agent by giving not less than five (5)
        days’ written notice
        thereof to the Shareholder ,
        PBOF and Cornell . The
        Shareholder ,
        PBOF and Cornell
        may terminate the Escrow Agent by giving not less than five (5) days’ written notice
        to
        the Escrow Agent. The resignation or termination of the Escrow Agent will
        be
        effective and the Escrow Agent will cease to be bound by this Agreement on
        the
        date that is five (5) days after the date of receipt of the termination notice
        given hereunder by
        all
        parties or
        on
        such other date as the Escrow Agent and the Shareholder ,
        PBOF and Cornell
        may agree in
        writing .
        All
        indemnities granted to the Escrow Agent herein will survive the termination
        of
        this Agreement or the termination or resignation of the Escrow Agent. In
        the
        event of termination or resignation of the Escrow Agent for any reason, the
        Escrow Agent shall, within that five (5) days’ notice period deliver the Shares
        to the new escrow agent to be named in
        a
        writing signed by
        the
        Shareholder ,
        PBOF
        and Cornell or as otherwise instructed in a writing signed by the Shareholder,
        PBOF and the Cornell.
  5.11  Notwithstanding
        anything herein to the contrary, the Escrow Agent may act upon any written
        instructions given jointly by the Shareholder ,
        PBOF and Cornell .
  5.12  Notwithstanding
        anything to the contrary contained herein, in the event of any dispute arising
        between the Shareholder , PBOF , or
        Cornell, this
        Agreement or any matters arising thereto, the Escrow Agent may in its sole
        discretion deliver and interplead the Shares into court and such delivery
        and
        interpleading will be an effective discharge to the Escrow Agent.
  *6.* *FEES*
  6.1  PBOF
        will
        pay all of the compensation of the Escrow Agent and will reimburse the Escrow
        Agent for any and all reasonable expenses, disbursements and advances made
        by
        the Escrow Agent in the negotiation, execution and delivery of, and the
        performance of its duties under this Agreement, including the reasonable
        fees,
        expenses and disbursements incurred by its counsel.
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          -
 *7.* *GENERAL*
  7.1  This
        Agreement contains the entire agreement of the parties hereto with respect
        to
        the subject matter hereof and, except as herein otherwise provided, no
        subsequent alteration, amendment, change, or addition to this Agreement will
        be
        binding upon the parties hereto unless reduced to writing and signed by all the
        parties.
  7.2  This
        Agreement will enure to the benefit of and be binding upon the parties and
        their
        respective heirs, executors, administrators and successors.
  7.3  The
        parties will execute and deliver all such further documents, do or cause
        to be
        done all such further acts and things, and give all such further assurances
        as
        may be necessary to give full effect to the provisions and intent of this
        Agreement.
  7.4  This
        Agreement will be governed by and construed in accordance with the laws of
        the
        State of Colorado.
  7.5  Any
        notice required or permitted to be given under this Agreement will be in
        writing
        and may be given by delivering, sending by electronic facsimile transmission
        or
        other means of electronic communication capable of producing a printed copy,
        or
        sending by prepaid registered mail, the notice to the following address:
  (a)
            If
                to the Shareholder:  c/o
        Pure
        Biofuels Corp.
 Av.
        Canaval y Moreyra 380
 of
        402
 San
        Isidro, Lima
 Peru
  Attention:  Luis
        Goyzueta
 Telephone:  +511-221-7365
 Facsimile:  +511-221-7347
  (b)
            If
                to PBOF:  Pure
        Biofuels Corp.
 Av.
        Canaval y Moreyra 380
 of
        402
 San
        Isidro, Lima
 Peru
  Attention:  Luis
        Goyzueta
 Telephone:  +511-221-7365
 Facsimile:  +511-221-7347
  With
        a
        copy to:
  
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        -
  ARC
        Investment Partners, LLC
 9440
        Little Santa Monica Blvd., Suite 400
 Beverly
        Hills, CA
 90210
 
  Attention:
        Steven Magami
 Telephone:  310-402-5901
 Facsimile:  310-402-5947
  And:
  DLA
        Piper
        US LLP
 1251
        Avenue of the Americas
 New
        York,
        NY 10020
 
  Attention:  Daniel
        I.
        Goldberg, Esq.
 Telephone:  212-335-4966
 Facsimile:  212-884-8466
  (c)
            If
                to Cornell:  Cornell
        Capital Partners L.P.
 101
        Hudson Street, Suite 3700
 Jersey
        City, NJ 07302
  Attention:  Mark
        A.
        Angelo
 Telephone:  201-985-8300
 Facsimile:  201-985-8744
  (d)
            If
                to the Escrow Agent:  225
        Asylum Street, 23 rd Floor
 Hartford,
        CT 06103
 Attention:
        Corporate Trust Services (Pure Biofuels/PBOF Cornell escrow)
 
  Attention:  Philip
        G.
        Kane, Jr.
 Telephone:  (860)
        241-6842
 Facsimile:  (860)
        241-6881
  or
        to
        such other address as any party may specify by notice in writing to another
        party. Any notice delivered or sent by electronic facsimile transmission
        or
        other means of electronic communication capable of producing a printed copy
        on a
        business day will be deemed conclusively to have been effectively given on
        the
        day the notice was delivered, or the electronic communication was successfully
        transmitted, as the case may be. Any notice sent by prepaid registered mail
        will
        be deemed conclusively to have been effectively given on the third business
        day
        after posting; but if at the time of posting or between the time of posting
        and
        the third business day thereafter there is a strike, lockout, or other labour
        disturbance affecting postal service, then the notice will not be effectively
        given until actually delivered. Notwithstanding the foregoing, notices addressed
        to the Escrow Agent shall be effective only upon actual receipt.
  
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        -
  7.6  Time
        is
        of the essence of this Agreement.
  7.7  It
        is
        understood and agreed by the parties to this Agreement that the only duties
        and
        obligations of the Escrow Agent are those specifically stated herein and
        no
        other.
  7.8  This
        Agreement may be executed in one or more counterparts, all of which will
        be
        considered one and the same agreement and will become effective when one
        or more
        counterparts have been signed by each of the parties and delivered to the
        other
        parties, it being understood that all parties need not sign the same
        counterpart. This Agreement may be executed by delivery of executed signature
        pages by fax and such fax execution will be effective for all
        purposes.
  7.9  Each
        of
        the parties to this Agreement, other than the Escrow Agent, each shall provide
        to the Escrow Agent such information as the Escrow Agent may require to permit
        the Escrow Agent to comply with its obligations under the USA Patriot
        Act.
  
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        9
        -
  IN
        WITNESS WHEREOF the parties have caused this Agreement to be executed as
        of the
        day and year first written above.
  **U.S.
        BANK NATIONAL ASSOCIATION,** as
        Escrow
        Agent
   Per:  /s/
        Philip G. Kane, Jr.
 Name:
        Philip G. Kane, Jr.
 Title:
        Vice President
  **PURE
        BIOFUELS CORP.**
   Per:  /s/
        Luis Goyzueta
 Name:
        Luis Goyzueta
 Title:
        President
   **CORNELL
        CAPITAL PARTNERS, L.P.**
  By:  Yorkville
        Advisors, LLC
 Its:  Investment
        Advisor
   Per:  /s/
        Gerald Eicke
 Name:
        Gerald Eicke
 Title:
        Managing Member
   /s/
        Luis Goyzueta
 **LUIS
        GOYZUETA**