**Exhibit
        4.2**
 
 **NEITHER
        THIS CONVERTIBLE NOTE NOR THE SECURITIES INTO WHICH THIS CONVERTIBLE NOTE
        IS
        CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION
        OR
        THE SECURITIES COMMISSION OF ANY STATE. THESE SECURITIES HAVE BEEN SOLD IN
        RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF
        1933,
        AS AMENDED (THE “** **SECURITIES
        ACT** **”),
        AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE
        REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE
        EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
        REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE
        SECURITIES LAWS.**
 
 **PURE
        BIOFUELS CORP.**
 
 **CONVERTIBLE
        PROMISSORY NOTE**
  Issuance
                  Date: April 19, 2007
              Original
                  Principal Amount:$60,000No.
                  PBOF-1-2
 
 **FOR
        VALUE RECEIVED,** PURE
        BIOFUELS CORP., a Nevada corporation (the " Company "),
        hereby promises to pay to the order of WHARTON CAPITAL PARTNERS, Ltd. or
        registered assigns (the " Holder ")
        the
        amount set out above as the Original Principal Amount (as reduced pursuant
        to
        the terms hereof pursuant to redemption, conversion or otherwise, the
        " Principal ")
        when
        due, whether upon the Maturity Date (as defined below), on any Repayment
        Date
        with respect to the Repayment Amount due on such Repayment Date (each, as
        defined herein), acceleration, redemption or otherwise (in each case in
        accordance with the terms hereof) and to pay interest (" Interest ")
        on any
        outstanding Principal at the applicable Interest Rate from the date set out
        above as the Issuance Date (the " Issuance
        Date ")
        until
        the same becomes due and payable, whether upon an Interest Date (as defined
        below), any Repayment Date or the Maturity Date or acceleration, conversion,
        redemption or otherwise (in each case in accordance with the terms hereof).
        This
        Convertible Promissory Note (including all Convertible Promissory Notes issued
        in exchange, transfer or replacement hereof, this " Convertible
        Note ")
        is
        issued pursuant to that letter agreement by and among the Company, the Holder
        and Wharton Capital Partners, Ltd., dated as of April 18, 2007. Certain
        capitalized terms used herein are defined in Section 16.
 
 (1)  GENERAL
        TERMS
 
 (a)  Payment
        of Principal . On
        the
        Maturity Date, the Company shall pay to the Holder the Repayment Amount in
        accordance with the terms of this Convertible Note. The
        " Maturity
        Date "
        shall
        be June 18, 2007, *provided,
        however* ,
        that
        the Maturity Date shall be accelerated and the Note and all accrued interest
        thereon shall become immediately due and payable, upon the Company’s closing of
        a Financing Transaction (an “ Acceleration
        Event ”)
        prior
        to the original Maturity Date.
  
  (b)  Interest .
        Interest shall accrue on the outstanding principal balance hereof at an annual
        rate (“ Interest
        Rate ”)
        equal
        to ten percent (10%). Interest shall be calculated on the basis of a 365-day
        year and the actual number of days elapsed, to the extent permitted by
        applicable law. Interest hereunder shall be paid on the Maturity Date (or
        sooner
        as provided herein) to the Holder or its assignee in whose name this Convertible
        Note is registered on the records of the Company regarding registration and
        transfers of Convertible Notes in cash.
 
 (2)  EVENTS
        OF DEFAULT.
 
 (a)  An
        “ Event
        of Default ”,
        wherever used herein, means any one of the following events (whatever the
        reason
        and whether it shall be voluntary or involuntary or effected by operation
        of law
        or pursuant to any judgment, decree or order of any court, or any order,
        rule or
        regulation of any administrative or governmental body):
 
 (i)  The
        Company's failure to pay to the Holder any amount of Principal, Interest,
        or
        other amounts when and as due under this Convertible Note;
 
 (ii)  The
        Company or any subsidiary of the Company shall default in any of its obligations
        under any other debenture or any mortgage, credit agreement or other facility,
        indenture agreement, factoring agreement or other instrument under which
        there
        may be issued, or by which there may be secured or evidenced any indebtedness
        for borrowed money or money due under any long term leasing or factoring
        arrangement of the Company or any subsidiary of the Company in an amount
        exceeding $250,000, whether such indebtedness now exists or shall hereafter
        be
        created and such default shall result in such indebtedness becoming or being
        declared due and payable prior to the date on which it would otherwise become
        due and payable. For the avoidance of doubt, this clause (ii) does not include
        the default in payment of any account payable in accordance with the Company’s
        business;
 
 (iii)  If
        the
        Common Stock is quoted or listed for trading on any of the following and
        it
        ceases to be so quoted or listed for trading and shall not again be quoted
        or
        listed for trading on any Primary Market within five (5) Trading Days of
        such
        delisting: (a) the American Stock Exchange, (b) New York Stock Exchange,
        (c) the
        Nasdaq Global Market, (d) the Nasdaq Capital Market, or (e) the Nasdaq OTC
        Bulletin Board (“OTCBB”) (each, a “Primary Market”);
 
 (iv)  The
        Company or any subsidiary of the Company shall be a party to any Change of
        Control Transaction unless in connection with such Change of Control Transaction
        this Convertible Note is retired.
 
 (b)  During
        the time that any portion of this Convertible Note is outstanding, if any
        Event
        of Default has occurred, the Repayment Amount, to the date of acceleration
        shall
        become at the Holder's election, immediately due and payable in cash. The
        Holder
        need not provide and the Company hereby waives any presentment, demand, protest
        or other notice of any kind, (other than required notice of conversion) and
        the
        Holder may immediately and without expiration of any grace period enforce
        any
        and all of its rights and remedies hereunder and all other remedies available
        to
        it under applicable law. Such declaration may be rescinded and annulled by
        Holder at any time prior to payment hereunder. No such rescission or annulment
        shall affect any subsequent Event of Default or impair any right consequent
        thereon.
  2
  (3)  Payment .
 
 (a)  General .
        Subject
        to the provisions of Section 4 hereof relating to the conversion of this
        Convertible Note, on each applicable Repayment Date the Company shall pay
        to the
        Holder of this Convertible Note by wire transfer of immediately available
        funds,
        the Repayment Amount due on such date in lawful money of the United States
        of
        America.
 
 (b)  Acceleration .
        The
        Repayment Amount shall be immediately due and payable in full without notice,
        demand, presentment, protest or other formalities of any kind (1) upon the
        consummation of an Acceleration Event or (2) upon an Event of
        Default.
 
 (4)  CONVERSION .  This
        Convertible Note shall be convertible into shares of the Company's Common
        Stock,
        on the terms and conditions set forth in this Section 4.
 
 (a)  Automatic
        Conversion .
        Upon
        June 18, 2007 (the “ Conversion
        Date ”),
        provided that no Acceleration Event has occurred and that the Company has
        not
        fully paid to the Holder the full Repayment Amount, the entire outstanding
        and
        unpaid Repayment Amount shall be converted into fully paid and nonassessable
        shares of Common Stock at the Conversion Rate (as defined below). The number
        of
        shares of Common Stock issuable upon conversion of the Repayment Amount pursuant
        to this Section 4(a) shall be determined by dividing (x) the Repayment Amount
        by
        (y) the Conversion Price (the " Conversion
        Rate ").
        The
        Company shall not issue any fraction of a share of Common Stock upon any
        conversion. If the issuance would result in the issuance of a fraction of
        a
        share of Common Stock, the Company shall round such fraction of a share of
        Common Stock up to the nearest whole share. The Company shall pay any and
        all
        transfer, stamp and similar taxes that may be payable with respect to the
        issuance and delivery of Common Stock upon conversion of the Repayment Amount.
 
 (i)  " Conversion
        Price "
        means
        the Closing Bid Price of the Company’s Common Stock **** on
        the
        Conversion Date.
 
 (b)  Mechanics
        of Conversion . Upon
        conversion of this Convertible Note pursuant to this Section 4, Holder will
        deliver the original Convertible Note to the Company for cancellation, and
        will
        execute a standard form of purchase agreement and/or other agreements and
        instruments as are necessary to document the issuance of the Common Stock
        upon
        the conversion of this Convertible Note. The Company covenants that all Common
        Stock issued upon conversion of this Convertible Note will, upon such issuance,
        be fully paid and non-assessable and free from all taxes, liens and charges
        caused or created by the Company.
 
 (c)  Other
        Provisions .
 
 (i)  All
        calculations under this Section 4 shall be rounded to the nearest $0.0001
        or
        whole share.
  3
  (ii)  If
        at any
        time after the date hereof the Company shall file a registration statement,
        the
        Company shall include the shares of Common Stock issuable to the holder pursuant
        to the terms of this Convertible Note and shall maintain, so long as any
        other
        shares of Common Stock shall be so listed, such listing of all such shares
        from
        time to time issuable upon the conversion of this Convertible Note; and the
        Company shall so list on each national securities exchange or automated
        quotation system, as the case may be, and shall maintain such listing of,
        any
        other shares of capital stock of the Company issuable upon the conversion
        of
        this Convertible Note if and so long as any shares of the same class shall
        be
        listed on such national securities exchange or automated quotation
        system.
 
 (iii)  The
        Company covenants that it will at all times reserve and keep available out
        of
        its authorized and unissued shares of Common Stock solely for the purpose
        of
        issuance upon conversion of this Convertible Note and payment of interest
        on
        this Convertible Note, each as herein provided, free from preemptive rights
        or
        any other actual contingent purchase rights of persons other than the Holder,
        not less than such number of shares of the Common Stock as shall be issuable
        (taking into account the adjustments and restrictions set forth herein) upon
        the
        conversion of the outstanding principal amount of this Convertible Note and
        payment of interest hereunder. The Company covenants that all shares of Common
        Stock that shall be so issuable shall, upon issue, be duly and validly
        authorized, issued and fully paid, nonassessable.
 
 (5)  Adjustments
        to Conversion Price
  (a)  Adjustment
        of Conversion Price upon Subdivision or Combination of Common
        Stock .
        If the
        Company, at any time while this Convertible Note is outstanding, shall
        (a) pay a stock dividend or otherwise make a distribution or distributions
        on shares of its Common Stock or any other equity or equity equivalent
        securities payable in shares of Common Stock, (b) subdivide outstanding shares
        of Common Stock into a larger number of shares, (c) combine (including by
        way of
        reverse stock split) outstanding shares of Common Stock into a smaller number
        of
        shares, or (d) issue by reclassification of shares of the Common Stock any
        shares of capital stock of the Company, then the Conversion Price shall be
        multiplied by a fraction of which the numerator shall be the number of shares
        of
        Common Stock (excluding treasury shares, if any) outstanding before such
        event
        and of which the denominator shall be the number of shares of Common Stock
        outstanding after such event. Any adjustment made pursuant to this Section
        shall
        become effective immediately after the record date for the determination
        of
        stockholders entitled to receive such dividend or distribution and shall
        become
        effective immediately after the effective date in the case of a subdivision,
        combination or re-classification.
 
 (b)  Purchase
        Rights .
        If at
        any time the Company grants, issues or sells any Options, Convertible Securities
        or rights to purchase stock, warrants, securities or other property pro rata
        to
        the record holders of any class of Common Stock (the " Purchase
        Rights "),
        then
        the Holder will be entitled to acquire, upon the terms applicable to such
        Purchase Rights, the aggregate Purchase Rights which the Holder could have
        acquired if the Holder had held the number of shares of Common Stock acquirable
        upon complete conversion of this Convertible Note (without taking into account
        any limitations or restrictions on the convertibility of this Convertible
        Note)
        immediately before the date on which a record is taken for the grant, issuance
        or sale of such Purchase Rights, or, if no such record is taken, the date
        as of
        which the record holders of Common Stock are to be determined for the grant,
        issue or sale of such Purchase Rights.
  4
  (c)  Other
        Corporate Events .
        In
        addition to and not in substitution for any other rights hereunder, prior
        to the
        consummation of any transaction pursuant to which holders of shares of Common
        Stock are entitled to receive securities or other assets with respect to
        or in
        exchange for shares of Common Stock (a " Corporate
        Event "),
        the
        Company shall make appropriate provision to insure that the Holder will
        thereafter have the right to receive upon a conversion of this Convertible
        Note,
        at the Holder's option, (i) in addition to the shares of Common Stock receivable
        upon such conversion, such securities or other assets to which the Holder
        would
        have been entitled with respect to such shares of Common Stock had such shares
        of Common Stock been held by the Holder upon the consummation of such Corporate
        Event (without taking into account any limitations or restrictions on the
        convertibility of this Convertible Note) or (ii) in lieu of the shares of
        Common
        Stock otherwise receivable upon such conversion, such securities or other
        assets
        received by the holders of shares of Common Stock in connection with the
        consummation of such Corporate Event in such amounts as the Holder would
        have
        been entitled to receive had this Convertible Note initially been issued
        with
        conversion rights for the form of such consideration (as opposed to shares
        of
        Common Stock) at a conversion rate for such consideration commensurate with
        the
        Conversion Rate. Provision made pursuant to the preceding sentence shall
        be in a
        form and substance satisfactory to the Holders. The provisions of this Section
        shall apply similarly and equally to successive Corporate Events and shall
        be
        applied without regard to any limitations on the conversion or redemption
        of
        this Convertible Note.
 
 (d)  Whenever
        the Conversion Price is adjusted pursuant to Section 5 hereof, the Company
        shall
        promptly mail to the Holder a notice setting forth the Conversion Price after
        such adjustment and setting forth a brief statement of the facts requiring
        such
        adjustment.
 
 (e)  In
        case
        of any (1) merger or consolidation of the Company or any subsidiary of the
        Company with or into another Person, or (2) sale by the Company or any
        subsidiary of the Company of more than one-half of the assets of the Company
        in
        one or a series of related transactions, a Holder shall have the right to
        (A)
        convert the aggregate amount of this Convertible Note then outstanding into
        the
        shares of stock and other securities, cash and property receivable upon or
        deemed to be held by holders of Common Stock following such merger,
        consolidation or sale, and such Holder shall be entitled upon such event
        or
        series of related events to receive such amount of securities, cash and property
        as the shares of Common Stock into which such aggregate principal amount
        of this
        Convertible Note could have been converted immediately prior to such merger,
        consolidation or sales would have been entitled, or (B) in the case of a
        merger
        or consolidation, require the surviving entity to issue to the Holder a
        Convertible Note with a principal amount equal to the aggregate principal
        amount
        of this Convertible Note then held by such Holder, plus all accrued and unpaid
        interest and other amounts owing thereon, which such newly issued Convertible
        Note shall have terms identical (including with respect to conversion) to
        the
        terms of this Convertible Note, and shall be entitled to all of the rights
        and
        privileges of the Holder of this Convertible Note set forth herein and the
        agreements pursuant to which this Convertible Notes were issued. In the case
        of
        clause (B), the conversion price applicable for the newly issued shares of
        convertible preferred stock or Convertible Notes shall be based upon the
        amount
        of securities, cash and property that each share of Common Stock would receive
        in such transaction and the Conversion Price in effect immediately prior
        to the
        effectiveness or closing date for such transaction. The terms of any such
        merger, sale or consolidation shall include such terms so as to continue
        to give
        the Holder the right to receive the securities, cash and property set forth
        in
        this Section upon any conversion or redemption following such event. This
        provision shall similarly apply to successive such events.
  5
  (6)  REISSUANCE
        OF THIS CONVERTIBLE NOTE .
 
 (a)  Lost,
        Stolen or Mutilated Convertible Note .
        Upon
        receipt by the Company of evidence reasonably satisfactory to the Company
        of the
        loss, theft, destruction or mutilation of this Convertible Note, and, in
        the
        case of loss, theft or destruction, of any indemnification undertaking by
        the
        Holder to the Company in customary form and, in the case of mutilation, upon
        surrender and cancellation of this Convertible Note, the Company shall execute
        and deliver to the Holder a new Convertible Note (in accordance with Section
        5(d)) representing the outstanding Principal.
 
 (b)  Issuance
        of New Convertible Notes .
        Whenever the Company is required to issue a new Convertible Note pursuant
        to the
        terms of this Convertible Note, such new Convertible Note (i) shall be of
        like
        tenor with this Convertible Note, (ii) shall represent, as indicated on the
        face
        of such new Convertible Note, the Principal remaining outstanding, (iii)
        shall
        have an issuance date, as indicated on the face of such new Convertible Note,
        which is the same as the Issuance Date of this Convertible Note, (iv) shall
        have
        the same rights and conditions as this Convertible Note, and (v) shall represent
        accrued and unpaid Interest from the Issuance Date.
 
 (7)  NOTICES .  Any
        notices, consents, waivers or other communications required or permitted
        to be
        given under the terms hereof must be in writing and will be deemed to have
        been
        delivered: (i) upon receipt, when delivered personally; (ii) upon receipt,
        when
        sent by facsimile (provided confirmation of transmission is mechanically
        or
        electronically generated and kept on file by the sending party); or (iii)
        one
        (1) Trading Day after deposit with a nationally recognized overnight delivery
        service, in each case properly addressed to the party to receive the same.
        The
        addresses and facsimile numbers for such communications shall be:
 
 
 If
                  to the Company, to:
              Pure
                  Biofuels Corp.Av.
                  Canaval y Moreyra 380 of 402San
                  Isidro, LimaPeruAttention:Luis
                  GoyzuetaTelephone:+511-221-7365Facsimile:+511-221-7347With
                  a copy to:
              ARC
                  Investment Partners, LLC9440
                  Little Santa Monica Blvd., Suite 400Beverly
                  Hills, CA 90210Attention:Steven
                  MagamiTelephone:310-402-5901Facsimile:310-402-5947
  6
  And:
              DLA
                  Piper US LLP1251
                  Avenue of the AmericasNew
                  York, NY 10020-1104Attn:
                  Daniel I. Goldberg, Esq.Telephone:
                  212-335-4966Facsimile:
                  212-884-8466
 
 If
                  to the Holder:
              Wharton
                  Capital Partners, Ltd.444
                  Madison AvenueNew
                  York, NY 10022, 40th Fl.Attention:Barry
                  R. MinskyTelephone:212-765-6777
 
 or
        at
        such other address and/or facsimile number and/or to the attention of such
        other
        person as the recipient party has specified by written notice given to each
        other party three (3) Business Days prior to the effectiveness of such change.
        Written confirmation of receipt (i) given by the recipient of such notice,
        consent, waiver or other communication, (ii) mechanically or electronically
        generated by the sender's facsimile machine containing the time, date, recipient
        facsimile number and an image of the first page of such transmission or (iii)
        provided by a nationally recognized overnight delivery service, shall be
        rebuttable evidence of personal service, receipt by facsimile or receipt
        from a
        nationally recognized overnight delivery service in accordance with clause
        (i),
        (ii) or (iii) above, respectively.
 
 (8)  Except
        as
        expressly provided herein, no provision of this Convertible Note shall alter
        or
        impair the obligations of the Company, which are absolute and unconditional,
        to
        pay the principal of, interest and other charges (if any) on, this Convertible
        Note at the time, place, and rate, and in the coin or currency, herein
        prescribed. This Convertible Note is a direct obligation of the Company.
        As long
        as this Convertible Note is outstanding, the Company shall not and shall
        cause
        their subsidiaries not to, without the consent of the Holder, (i) amend its
        certificate of incorporation, bylaws or other charter documents so as to
        adversely affect any rights of the Holder; (ii) repay, repurchase or offer
        to
        repay, repurchase or otherwise acquire shares of its Common Stock or other
        equity securities other than as to the Underlying Shares to the extent permitted
        or required under this Convertible Note; or (iii) enter into any agreement
        with
        respect to any of the foregoing.
 
 (9)  This
        Convertible Note shall not entitle the Holder to any of the rights of a
        stockholder of the Company, including without limitation, the right to vote,
        to
        receive dividends and other distributions, or to receive any notice of, or
        to
        attend, meetings of stockholders or any other proceedings of the Company,
        unless
        and to the extent converted into shares of Common Stock in accordance with
        the
        terms hereof.
 
 (10)  Other
        than that certain Secured Convertible Debenture issued to Cornell Capital
        Partners, L.P. on April 19, 2007, no indebtedness of the Company is senior
        to
        this Convertible Note in right of payment, whether with respect to interest,
        damages or upon liquidation or dissolution or otherwise. Without the Holder’s
        consent, the Company will not, and will not permit any of their subsidiaries
        to,
        directly or indirectly, enter into, create, incur, assume or suffer to exist
        any
        indebtedness of any kind, on or with respect to any of its property or assets
        now owned or hereafter acquired or any interest therein or any income or
        profits
        there from that is senior in any respect to the obligations of the Company
        under
        this Convertible Note.
  7
  (11)  This
        Warrant shall be governed by and construed in accordance with the internal
        laws
        of Nevada (without reference to the conflicts of law provisions thereof); *provided,
        however* ,
        that in
        the event the Company after the date hereof reincorporates (whether by means
        of
        merger or otherwise) under the laws of a different U.S. state, this Warrant
        shall thereafter be governed by the laws of such other U.S. state.
 
 (12)  Any
        waiver by the Holder of a breach of any provision of this Convertible Note
        shall
        not operate as or be construed to be a waiver of any other breach of such
        provision or of any breach of any other provision of this Convertible Note.
        The
        failure of the Holder to insist upon strict adherence to any term of this
        Convertible Note on one or more occasions shall not be considered a waiver
        or
        deprive that party of the right thereafter to insist upon strict adherence
        to
        that term or any other term of this Convertible Note. Any waiver must be
        in
        writing.
 
 (13)  If
        any
        provision of this Convertible Note is invalid, illegal or unenforceable,
        the
        balance of this Convertible Note shall remain in effect, and if any provision
        is
        inapplicable to any person or circumstance, it shall nevertheless remain
        applicable to all other persons and circumstances. If it shall be found that
        any
        interest or other amount deemed interest due hereunder shall violate applicable
        laws governing usury, the applicable rate of interest due hereunder shall
        automatically be lowered to equal the maximum permitted rate of interest.
        The
        Company covenants (to the extent that it may lawfully do so) that it shall
        not
        at any time insist upon, plead, or in any manner whatsoever claim or take
        the
        benefit or advantage of, any stay, extension or usury law or other law which
        would prohibit or forgive the Company from paying all or any portion of the
        principal of or interest on this Convertible Note as contemplated herein,
        wherever enacted, now or at any time hereafter in force, or which may affect
        the
        covenants or the performance of this indenture, and the Company (to the extent
        it may lawfully do so) hereby expressly waives all benefits or advantage
        of any
        such law, and covenants that it will not, by resort to any such law, hinder,
        delay or impeded the execution of any power herein granted to the Holder,
        but
        will suffer and permit the execution of every such as though no such law
        has
        been enacted.
 
 (14)  Whenever
        any payment or other obligation hereunder shall be due on a day other than
        a
        Business Day, such payment shall be made on the next succeeding Business
        Day.
 
 (15)  THE
        PARTIES HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE THE RIGHT ANY
        OF
        THEM MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED HEREON
        OR
        ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY TRANSACTION
        DOCUMENT OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER
        VERBAL
        OR WRITTEN) OR ACTIONS OF ANY PARTY. THIS PROVISION IS A MATERIAL INDUCEMENT
        FOR
        THE PARTIES’ ACCEPTANCE OF THIS AGREEMENT.
  8
  (16)  CERTAIN
        DEFINITIONS   For
        purposes of this Convertible Note, the following terms shall have the following
        meanings:
 
 (a)  " Bloomberg "
        means
        Bloomberg Financial Markets.
 
 (b)  “ Business
        Day ”
means
        any day except Saturday, Sunday and any day which shall be a federal legal
        holiday in the United States or a day on which banking institutions are
        authorized or required by law or other government action to close.
 
 (c)  “ Change
        of Control Transaction ”
means
        the occurrence of (a) an acquisition after the date hereof by an individual
        or
        legal entity or “group” (as described in Rule 13d-5(b)(1) promulgated under the
        Exchange Act) of effective control (whether through legal or beneficial
        ownership of capital stock of the Company, by contract or otherwise) of in
        excess of fifty percent (50%) of the voting securities of the Company (except
        that the acquisition of voting securities by the Holder or any other current
        holder of convertible securities of the Company shall not constitute a Change
        of
        Control Transaction for purposes hereof), (b) a replacement at one time or
        over
        time of more than one-half of the members of the board of directors of the
        Company which is not approved by a majority of those individuals who are
        members
        of the board of directors on the date hereof (or by those individuals who
        are
        serving as members of the board of directors on any date whose nomination
        to the
        board of directors was approved by a majority of the members of the board
        of
        directors who are members on the date hereof), (c) the merger, consolidation
        or
        sale of fifty percent (50%) or more of the assets of the Company or any
        subsidiary of the Company in one or a series of related transactions with
        or
        into another entity, or (d) the execution by the Company of an agreement
        to
        which the Company is a party or by which it is bound, providing for any of
        the
        events set forth above in (a), (b) or (c).
 
 (d)  “ Closing
        Bid Price ”
means
        the price per share in the last reported trade of the Common Stock on a Primary
        Market or on the exchange which the Common Stock is then listed as quoted
        by
        Bloomberg.
 
 (e)  “ Convertible
        Securities ”
means any
        stock
        or securities (other than Options) directly or indirectly convertible into
        or
        exercisable or exchangeable for Common Stock.
 
 (f)  “ Common
        Stock ”
means
        the common stock, par value $.001, of the Company and stock of any other
        class
        into which such shares may hereafter be changed or reclassified.
 
 (g)  “ Exchange
        Act ”
means
        the Securities Exchange Act of 1934, as amended.
 
 (h)  “ Financing
        Transaction ”
means
        any fund raising transaction consummated by the Company after the Original
        Issue
        Date including any public or private debt or equity transactions and any
        transaction arranged by any placement agent.
 
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 (i)  “ Options ” means
        any
        rights, warrants or options to subscribe for or purchase shares of Common
        Stock
        or Convertible Securities.
 
 (j)  “ Original
        Issue Date ”
means
        the date of the first issuance of this Convertible Note regardless of the
        number
        of transfers and regardless of the number of instruments, which may be issued
        to
        evidence such Convertible Note.
 
 (k)  “ Person ”
means
        a
        corporation, an association, a partnership, organization, a business, an
        individual, a government or political subdivision thereof or a governmental
        agency.
 
 (l)  " Repayment
        Amount "
        means
        with respect to any Repayment Date, the outstanding Principal on this
        Convertible Note, plus accrued and unpaid Interest.
 
 (m)  " Repayment
        Date "
        means
        the first Trading Day immediately following any of the following events:
        (a) the
        Maturity Date, or any accelerated Maturity Date as provided in Section 1(a)
        hereof, or (b) any other date that is mutually agreed upon by the Holder
        and the
        Company.
 
 (n)  “ Securities
        Act ”
means
        the Securities Act of 1933, as amended, and the rules and regulations
        promulgated thereunder.
 
 (o)  “ Trading
        Day ”
means
        a
        day on which the shares of Common Stock are quoted on the OTCBB or quoted
        or
        traded on such Primary Market on which the shares of Common Stock are then
        quoted or listed; provided, that in the event that the shares of Common Stock
        are not listed or quoted, then Trading Day shall mean a Business
        Day.
 
 (p)  “ Underlying
        Shares ”
means
        the shares of Common Stock issuable upon conversion of this Convertible Note
        or
        as payment of interest in accordance with the terms hereof.
 
 **[Signature
        Page Follows]**
 
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 **IN
        WITNESS WHEREOF** ,
        the
        Company has caused this Convertible Note to be duly executed by a duly
        authorized officer as of the date set forth above.
 
 
 **COMPANY:****PURE
                  BIOFUELS CORP.**By:/s/ Luis GoyzuetaName:Luis
                  GoyzuetaTitle:CEO
 
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