Exhibit 5.3

CONSULTING AGREEMENT

THIS AGREEMENT made as of the 15th day of September, 2006.

AMONG:

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PURE BIOFUELS CORP., a corporation organized and existing under the laws of the state of Nevada and having an office at Calle Los Euchariz 150 Opto 201, Monterrico, Surco, Lima Peru 33		

(the "Company") 

OF THE FIRST PART

AND:

> 
CLIFTON CONSULTING, a non-incorporated corporate entity having a business office at 198 Whonoak Road, West Vancouver, British Columbia, Canada V7P 3R1

(the "Consultant") 

OF THE SECOND PART

AND:

> 
DAVID CLIFTON, of 198 Whonoak Road, West Vancouver, British Columbia, Canada V7P 3R1		

(the "Contractor") 

OF THE THIRD PART

WHEREAS:

A.         The Company is in the business of producing and distributingbiodiesel as an alternative fuel;

B.         The Company desires to retain the Consultant to provide managementconsulting advice as described herein;

C.         The Consultant, through the services of the Contractor, has thenecessary skill and ability to perform the tasks described in this agreement(the "Agreement"); 

D.         The Consultant is willing to provide consulting services to theCompany on the terms herein provided; and

E.         The parties hereto therefore desire to enter into this Agreement toconfirm the appointment of the Consultant as consultant to the Company and toset forth the respective rights and obligations of the parties hereto.

NOW THEREFORE, THIS AGREEMENT WITNESSES that in consideration ofthe mutual covenants and promises set forth herein, and for other good andvaluable consideration, the receipt and sufficiency of which is herebyacknowledged by each, the parties hereto agree each with the other as follows:

**1.          APPOINTMENT AND AUTHORITY OF CONSULTANT**

1.1        Appointment of Consultant.  The Company hereby appointsthe Consultant to perform certain services for the benefit of the Company ashereinafter set forth.  The Consultant accepts such appointment on the terms andconditions herein set forth.  

The Contractor will be assigned by theConsultant to provide the services to the Company.  The services shall not beprovided by any other employee or agent of the Consultant other than theContractor, unless the Company has approved such other person in writing and inadvance.

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1.2        Not An Agent.  The Consultant andContractor shall not have authority to act as agent of the Company, and theConsultant and Contractor shall not represent themselves as acting as an agentof the Company.  Without limiting the foregoing, the Consultant and Contractorshall have no authority to enter into any commitment, contractual or otheragreement, binding upon, or pledge the credit of, the Company, nor shall theConsultant and Contractor have any authority to negotiate any such agreementexcept as the Board of Directors of the Company may expressly agree in writing.

1.3      Independent Contractor.  In performing its serviceshereunder, the Consultant and Contractor shall be independent contractors andnot employees or agents of the Company.  Nothing in this Agreement shall bedeemed to require the Consultant and Contractor to provide their servicesexclusively to the Company and the Consultant and Contractor hereby acknowledgethat the Company is not required and shall not be required to make anyremittances and payments required of the employers by statute on theConsultant's behalf and the Consultant or any of its agents or employees shallnot be entitled to the fringe benefits provided by the Company to its employees.

1.4       Authority of Consultant.  Subject to section 1.1 of thisAgreement the Company hereby authorizes the Consultant and Contractor to do allacts and things as the Consultant and Contractor may in their discretion deemnecessary or desirable to enable the Consultant and Contractor to carry outtheir duties.  The Contractor shall report directly to the Chief ExecutiveOfficer or such other senior officer of the Company as shall be designated bythe Chief Executive Officer of the Company.

**2.         DUTIES AND RESPONSIBILITIES**

2.1       Services.  The Consultant will cause the Contractor to actin a responsible manner and will have the following responsibilities and dutiesto the Company:

(a)        exercising general direction and supervision over the development ofCompany's business by implementing a strategy for executing the business plan;

(b)        recommending a corporate structure for the organization of theCompany;

(c)        providing direction to the management of the Company;

(d)        assisting with the day-to-day operations of the Company;

(e)        performing such other duties and observing such instructions as maybe reasonably assigned to him from time to time by the Board of Directors;

(f)         generally at all times abiding by all lawful directions given to himby the Board of Directors of the Company;

(g)        travel to and attend trade shows to promote the interests of theCompany and the Company's business;

(h)        represent the Company at presentations provided by the Company at anytrade shows or gatherings;

(i)         serve as a non-exclusive spokesperson for the Company to theinvestment community;

(j)         foster a positive reputation of the Company and its securities inthe market place;

(k)        notify the Company of any major inquiry, complaint or request made bythe general public or any regulatory authority and deliver to the Company copiesof any supporting papers received in connection with such inquiry, complaint orrequest;

(l)         well and faithfully serve the Company and use its best efforts topromote the interests of the Company; and

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(m)       refrain from acting in any manner contrary to the best interests ofthe Company or contrary to applicable laws and regulatory requirements,

provided that at all times theContractor shall comply with regulatory requirements and guidelines respectingthe conduct of its activities.  In particular, the Contractor will, to the bestof his ability, assume responsibility to ensure that:

(n)        no promotional activities that extend beyondproviding factual information and into the area of analyzing that information orproviding opinions as to future performance of the Company or its securitieswill be conducted; and

(o)        promotional activities associated with financing will not includeany  unusual effort to prepare the market or create a demand for the security.

2.2       Dissemination of Information.  The Contractor shall notdisseminate or spread false or misleading information relating to the Company toany person. The Contractor shall disseminate only news and information which isspecifically authorized in writing by the Company. No act or omission by theCompany shall act to waive the requirements of this section 2.2.

2.3       Impossibility of Performance.  If the performance of anyduty of the Contractor set forth in this Agreement is beyond the reasonablecontrol of the Contractor, the Contractor shall nonetheless be obliged to usereasonably commercial efforts to perform such duty and to notify the Company ifthe performance of such duty is beyond its reasonable control.

**3.         COMPENSATION**

3.1       Compensation of the Consultant.  For services rendered by theConsultant and Contractor pursuant to this Agreement the Company will pay theConsultant as follows: 

(a)        Consulting fees of US$7,000 per month for the term of this Agreement,payable in arrears on the last business day of each calendar month commencingSeptember 15, 2006.

(b)        A one time signing bonus cash payment of US$3,500, payable upon theday this Agreement is duly executed by all parties.

3.2       Government Payments.  The Consultant shall be responsiblefor the payment of its income taxes as shall be required by any governmentalentity with respect to compensation paid by the Company to the Consultant.  TheConsultant agrees to promptly pay all income taxes and related payments to theremuneration and benefits received in connection with this Agreement and to saveharmless the Company and its Officers and Directors in connection with thisundertaking.

3.3      Consultant's Expenses.  The Company shall reimburse theConsultant for all reasonable travel, entertainment and other expenses incurredby the Consultant and Contractor in connection with the Contractor's dutieshereunder which are approved in writing by the Company in advance of beingincurred in accordance with the policies and procedures of the Company as inforce from time to time.  All such payments and reimbursements shall be madepromptly upon submission by the Consultant of vouchers, bills, or receipts forsuch expenses and disbursements.

**4.         CONSULTANT'S ADDITIONAL REPRESENTATIONS**

4.1       Ability.  The Consultant and Contractor have the ability andexperience necessary to carry out their obligations under this Agreement.

4.2       Compliance.  The Consultant and Contractor will complywith all applicable corporate and securities laws and regulations of theprovinces of Canada and federal laws applicable therein, and all policies, rulesand requirements of the British Columbia Securities Commission and theapplicable regulatory authorities.  

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4.3      Act in Good Faith.  The Consultant and Contractor will act atall times in the best interests of the Company, use their best efforts toadvance the interests of the Company, and shall faithfully, industriously, andto the best of its abilities, perform the responsibilities and duties describedin this Agreement in a timely and efficient manner.

4.4      No Proceedings.  The Consultant and Contractor have not beensubject to any sanctions or administrative proceedings by any securitiesregulatory authority.

**5.        TERM, RENEWAL AND TERMINATION**

5.1      Term.  The engagement of the Consultant by the Company shallcommence on September 15, 2006 and shall remain in force, subject to earlytermination as provided herein, for a term of 3 years, until September 30, 2009.

5.2      Renewal.  This Agreement and the provisions of section 1.1above may be renewed for one or more additional one-year term, at the electionof the Company.  

5.3       Termination.  This Agreement may be terminated:

(a)        immediately by the Company upon default or breach by the Contractorof the terms of this Agreement, in which case the Company shall give writtennotice to the Contractor specifying the nature of such default. For the purposesof this Agreement, a default by the Contractor shall be defined as theoccurrence of anyone or more of the following:

(i)         the Contractor fails to perform any of its services in the number or withinthe time required herein or commits or permits a breach of or default of any ofits duties or obligations hereunder, commits a material breach of a provision ofthis Agreement; is unable or unwilling to perform the duties under thisAgreement; commits fraud or serious neglect or misconduct in the discharge ofits duties hereunder, or if notified of a default and given time to remedy orcure the default by the Company, the Contractor fails to fully cure or remedysuch failure, breach or default; or

(ii)        the Company, acting reasonably, determines that the Contractor is acting oris likely to act in a manner detrimental to the Company or has violated or islikely to violate the confidentiality of any information relating to theCompany;

(b)        at any time, and without need to show any breach under thisAgreement, by notice in writing given by the Company to the Consultant byproviding four (4) weeks written notice;

(c)        at any time, by providing four (4) weeks notice in writing given bythe Consultant to the Company;

(d)        immediately by the Company in the event of total physical and mentalincapacity of the Contractor to perform the services hereunder, at any time, bywritten notice from the Company to the Consultant; and

(e)        if the Contractor fails to make himself available to provide theservices as contemplated hereunder or fails to demonstrate due diligence in thecarrying out of the services then the Company, on having given two (2) weeksprior written notice to cure a default, may, if that default is not cured withinthat two (2) week period, terminate the Agreement.

Forthwith upon any notice being given asset out above, or upon the death of the Contractor as the case may be, thisAgreement and the engagement of the Consultant hereunder shall be wholly andeffectively terminated, except for the provision of section 7which shall continue in full force and effect.

5.4       Automatic Termination.  If during the term of thisAgreement, the shares of the Company are cease traded or halted by regulatoryauthorities for a period of more than 30 days, this Agreement will 

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           automaticallyterminate without liability to either party, subject to the option of theCompany to continue this Agreement.

**6.        CONFIDENTIALITY**

6.1      Ownership of Work Product.  All reports, documents,concepts, products and processes together with any marketing schemes, businessand sales contracts, and any business opportunities prepared, produced,developed, or acquired, by or at the direction of the Contractor, directly orindirectly, in connection with or otherwise developed or first reduced topractice by the Contractor in the performance of its obligations hereunder(collectively, the "Work Product") shall belong exclusively to the Company whichshall be entitled, exclusively, to all right, interest, profits or benefits inrespect thereof.  No copies, summaries or other reproductions of any WorkProduct shall be made by the Contractor without the express permission inwriting of the Company.

6.2      Confidentiality.  Except as authorized or required by hisduties, the Contractor shall not reveal to any person any of the trade secrets,secret or confidential operations, processes or dealings, or any informationconcerning the organization, business, finances, transactions or other affairsof the Company of which he becomes aware during the term of this Agreement. TheContractor shall keep secret all confidential information entrusted to him andshall not use or attempt to use this information in any manner which mightinjure or cause loss, either directly or indirectly, to the Company's business,except in response to a lawfully issued subpoena, court order or other lawfulrequest by any regulatory agency or government authority having supervisoryauthority over the business of the Company.  This restriction shall continue toapply after the termination of this Agreement but shall cease to apply toinformation which may come into the public domain, other than as a result ofdisclosure by the Contractor.

The Contractor agrees that if any confidential information is requested bysubpoena or court, governmental or regulatory order, he will notify the Companyas soon as practicable and if requested by the Company, he will undertake hisbest efforts to assist the Company in obtaining a confidentiality order from thecourt or governmental or regulatory agency requesting such information.  TheContractor shall comply with such directions as the Company shall make to ensurethe safeguarding or confidentiality of all such information.

6.3       Standard of Conduct.  TheConsultant and Contractor covenant and agree with the Company that theConsultant and Contractor will not engage in any activities which would bringthe Company's reputation into disrepute.

6.4       No Disparaging Remarks.  The Consultant, Contractor and theCompany (to the extent practicable) agree that they will not (except as requiredby law) directly or indirectly make any statements or release any information,or encourage others to make any statement or release any information that isdesigned to embarrass or criticize the other (or any of their respectiveaffiliates or associates), provided that it will not be a violation of thissection 6.4 for either Consultant, Contractor or the Company to make truthfulstatements in a court proceeding or to a governmental agency.

6.5       Fiduciary Obligations.  Without limiting the generality ofthe foregoing, during the term of this Agreement, the Contractor shall not actin any manner contrary to the terms of this Agreement, or contrary to the bestinterests of the Company.

**7.          INDEMNITY**

7.1       Indemnity by Company.  The Company hereby agrees toindemnify, defend and hold harmless the Contractor and Consultant, from andagainst any and all claims, demands, losses, actions, lawsuits and otherproceedings, judgments and awards, and costs and expenses (including reasonablelegal fees), arising directly or indirectly, in whole or in part, out of anymatter related to any action taken by the Consultant within the scope of itsduties or authority hereunder, excluding only such of the foregoing as arisefrom the fraudulent, gross negligence, reckless or willful act or omission ofthe Consultant.

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7.2       Indemnity by Consultant.  The Consultant agrees toindemnify the Company and its directors for any liability, claims, losses andexpenses incurred by the Company that result from the Consultant's actionsresulting from his performance of services hereunder.

**8.         INDEPENDENT LEGAL ADVICE**

8.1       Independent Legal Advice.  The Consultant and Contractoracknowledge and agree that the Company urges the Consultant and Contractor, andthe Consultant and Contractor have had, the opportunity to obtain independentlegal advice prior to the execution and delivery of this Agreement, and in theevent that the Consultant and Contractor did not avail themselves of thatopportunity prior to signing this Agreement, the Consultant and Contractor didso voluntarily and without any undue pressure or influence and agrees that anyfailure to obtain independent legal, accounting, investment or tax advice shallnot be used as a defence to the enforcement of the Consultant and Contractor'sobligations under this Agreement.

**9.         MISCELLANEOUS**

9.1       Waiver and Consents.  No consent, approval or waiver, expressor implied, by either party hereto, to or of any breach or default by the otherparty in the performance by the other party of its obligations hereunder shallbe deemed or construed to be a consent or waiver to or of any other breach ordefault in the performance by such other party of the same or any otherobligations of such other party. The failure of a party to declare the otherparty in default, irrespective of how long such failure continues, shall notconstitute a general waiver by such party of the breach or default of the othershall not be construed to waive or limit the need for such consent or approvalin any other instance.

9.2       Enurement.  This Agreement shall enure to the benefit ofand be binding upon each of the parties and their respective heirs andsuccessors. 

9.3       Authority.  The Consultant has the legal capacity andcompetence to enter into and execute this Agreement and to take all actionsrequired pursuant hereto, and it is duly incorporated and validly subsistingunder the laws of its jurisdiction of incorporation, and all necessary approvalsby its directors, shareholders and others have been given to authorize theexecution of this Agreement on behalf of the Consultant.  This Agreement hasbeen duly executed and delivered by the Consultant and constitutes a legal,valid and binding obligation of the Consultant enforceable against theConsultant.  The Consultant acknowledges and agrees that it is responsible forensuring compliance by its directors, officers, employees and contractors withthe terms and conditions of this Agreement. 

9.4       Entire Agreement.  This Agreement constitutes the entireagreement of the parties and supersedes all prior written or oral and allcontemporaneous oral agreements, understandings, and negotiations between theparties with respect to the subject matter hereof.

9.5       Severability.  Each provision of this Agreement isintended to be severable; if any term or provision hereof shall be determined bya court of competent jurisdiction to be illegal or invalid for any reasonwhatsoever, such provision shall be severed from this Agreement and shall notaffect the validity of the remainder of this Agreement.

9.6        Governing Law.  This Agreement shall be governed by thelaws of the Province of British Columbia.

9.7       No Assignment Permitted.  All of the rights, benefits, duties,liabilities and obligation of the parties hereto shall enure to the benefit ofand be binding upon the respective successors of the parties provided that in nocircumstance is this Agreement assignable by either party hereto.

9.8       Further Assurances.  From time to time after the execution ofthis Agreement, the parties will make, do, execute or cause or permit to bemade, done or executed all additional lawful acts, deeds, things, devices andassurances in law whatsoever as may be required to carry out the true intentionand to give full force and effect to this Agreement.

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9.9       Headings.  The headings of the Sections and Articles ofthis Agreement are inserted for convenience of reference only and shall not inany manner affect the construction or meaning of anything herein contained orgoverns the rights or liabilities of the parties hereto.

9.10     Notices.  Any notice or other document required to be givenhereunder by any party shall be in writing and deemed to have been well andsufficiently given if mailed by prepaid registered mail or facsimiletransmission to, or delivered at, the address of the other party set forth atthe beginning of this Agreement or at such other address as the other party mayfrom time to time direct in writing, and any such notice shall be deemed to havebeen received, if mailed, three (3) days after the time of mailing, or if sentby facsimile transmission one (1) business day after the time of facsimiletransmission, and if delivered, upon the date of delivery.  If normal mail orfacsimile transmission service is or are interrupted by strike, slow-down, forcemajeure or other cause, a notice sent by the impaired means of communicationwill not be deemed to be received until actually received, and the party sendingthe notice shall utilize any other such services which have not been sointerrupted or shall deliver such notice in order to ensure prompt receiptthereof.  Notice will be deemed given when received or if delivery is refused onthe date delivery is so refused.

9.11      Time of the Essence.  Time is of the essence of this Agreement.

9.12     Counterparts.  This Agreement may be executed by theparties hereto in as many counterparts as may be necessary, and each suchagreement so executed shall be deemed to be an original and, provided that allof the parties have executed a counterpart, such counterparts together shallconstitute a valid and binding agreement, and notwithstanding the date ofexecution shall be deemed to bear the date as set forth above.  Such executedcopy may be transmitted by telecopied facsimile or other electronic method oftransmission, and the reproduction of signatures by facsimile or otherelectronic method of transmission will be treated as binding as if originals.

IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the day and year first above written.

**PURE BIOFUELS CORP.**
 
 
 
 
 
per:
/s/ Luis Goyzueta		
 
 
 
Luis Goyzueta, CEO
 
 
WITNESS:
)		)		)		)		)		)		)
**CLIFTON CONSULTING**
/s/ Kevin Mizuno
 
 
Signature
 
 
 
per:
/s/ David Clifton
Print Name
 
David Clifton,		Principal
WITNESS:
)		)		)		)		)		)		)
 
/s/ Kevin Mizuno
 
Signature
 
 
/s/ David Clifton
Print Name
**DAVID CLIFTON**
 
 
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