**Exhibit
      10.4**







**PLEDGE
      AGREEMENT**




**PLEDGE
      AGREEMENT** (the
“ Agreement ”)
      dated
      April 19, 2007 made by each of the undersigned (each a “ Pledgor ”,
      and
      collectively, the “ Pledgors ”),
      in
      favor of each Buyer listed on signature pages attached hereto (individually,
      a
“ Buyer ”
or
      collectively “ Buyers ”).




**RECITALS** **:**




**WHEREAS** ,  Pure
      Biofuels Corp., a Nevada corporation (the “ Company ”),
      and
      each Buyer are parties to the Securities Purchase Agreement of even date
      herewith (the “ Securities
      Purchase Agreement ”),
      pursuant to which the Company shall issue and sell to the Buyers, as provided
      in
      the Securities Purchase Agreement and the Buyers shall purchase secured
      convertible debentures (the “ Convertible
      Debentures ”),
      which
      shall be convertible into shares of the Company’s common stock, par value $0.001
      per share (the “ Common
      Stock ”)
      (as
      converted, the “ Conversion
      Shares ”);




**WHEREAS** ,
      it is a
      condition precedent to the Buyers purchasing the Convertible Debentures that
      the
      Pledgors pledge to the Buyer certain shares of Common Stock of the Company
      to
      secure all of the obligations of the Company under the Securities Purchase
      Agreement, the Convertible Debentures and the Transaction Documents (as defined
      in the Securities Purchase Agreement);




**WHEREAS** ,
      each
      Pledgor has determined that the execution, delivery and performance of this
      Agreement directly benefits, and is in the best interest of, such Pledgor;
      and




**WHEREAS** ,  the
      parties to this Agreement desire to appoint U.S.
      Bank
      National Association ,
      as
      escrow agent (“ Escrow
      Agent ”)
      to
      hold in escrow the Pledged Shares (as defined below) pursuant to the terms
      and
      conditions of the Escrow Agreement dated the date hereof (the “Escrow
      Agreement”).




**NOW,
      THEREFORE,** in
      consideration of the mutual covenants, agreements, warranties, and
      representations herein contained, and for other good and valuable consideration,
      the receipt and sufficiency of which is hereby acknowledged, the parties hereto
      agree as follows:






**TERMS
      AND CONDITIONS**




**1.**  **Obligations
      Secured.** The
      security interest created hereby in the Pledged Shares constitutes continuing
      collateral security for all obligations of the Company now existing or
      hereinafter incurred to the Buyers in connection with an Event of Default (as
      defined herein), whether oral or written and whether arising before, on or
      after
      the date hereof including, without limitation of the following obligations
      (collectively, the “ Obligations ”):




(a)
      for
      so long as the Convertible Debentures are outstanding, the payment by the
      Company, as and when due and payable (by scheduled maturity, acceleration,
      demand or otherwise), of all amounts from time to time owing by it in respect
      of
      the Securities Purchase Agreement, the Convertible Debentures and the other
      Transaction Documents; and









(b)
      for
      so long as the Convertible Debentures are outstanding, the due performance
      and
      observance by the Company of all of its other obligations from time to time
      existing in respect of any of the Transaction Documents, including without
      limitation, the Company’s obligations with respect to any conversion or
      redemption rights of the Buyers under the Convertible Debentures.




**2.**  **Pledge
      and Transfer of Pledged Shares** **.** Each
      Pledgor hereby grants to the Buyer an irrevocable, first priority security
      interest in all the securities set forth next to such Pledgor’s name on Schedule
      I attached hereto (the “ Pledged
      Shares ”)
      as
      security for the Obligations. Within five (5) business days from the execution
      of this Agreement, each Pledgor shall deliver to the Escrow Agent, and the
      Escrow Agent shall hold in escrow pursuant to the terms of the Escrow Agreement,
      stock certificates made out in favor of the Pledgor representing the Pledged
      Shares, together with fully executed stock powers of attorney, signature
      guaranteed as required by the transfer agent of the Company (the “ Transfer
      Documents ”),
      and
      such stock certificates and Transfer Documents shall be held by the Escrow
      Agent
      pursuant to the Escrow Agreement.




**3.**  **Rights
      Relating to Pledged Shares** .
      During
      the Escrow Period (as defined in the Escrow Agreement) the rights of the Pledgor
      in the Pledged Shares shall be as set forth in the Escrow Agreement. Upon the
      occurrence of an Event of Default, and receipt of the Pledged Shares in
      accordance with the Escrow Agreement, the Buyer shall be entitled to vote the
      Pledged Shares, receive dividends and other distributions thereon, and enjoy
      all
      other rights and privileges incident to the ownership of the Pledged Shares.




**4.**  **Release
      of Pledged Shares from Pledge** .
      Upon
      return of the Pledged Shares to the Pledgor from escrow pursuant to Section
      3.2(b) of the Escrow Agreement, this Agreement and all rights of the Buyer
      in
      the Pledged Shares shall be terminated.




**5.**  **Event
      of Default** .
      An
“ Event
      of Default ”
shall
      be deemed to have occurred under this Agreement upon an Event of Default under
      the Convertible Debentures.




**6.**  **Remedies** .




a.  Upon
      and
      anytime after the occurrence of an Event of Default, the Buyer shall have the
      right acquire the Pledged Shares in accordance with the procedures set forth
      in
      the Escrow Agreement.




b.  Upon
      receipt of the Pledged Shares by the Buyer in accordance with the Escrow
      Agreement, the Buyer shall have the right to (i) sell the Pledged Shares and
      to
      apply the proceeds of such sales, net of any selling commissions, to the
      Obligations owed to the Buyer by the Company under the Transaction Documents,
      including, without limitation, outstanding principal, interest, legal fees,
      and
      any other amounts owed to the Buyer, and exercise all other rights and (ii)
      any
      and all remedies of a secured party with respect to such property as may be
      available under the Uniform Commercial Code as in effect in the State of New
      Jersey. To the extent that the net proceeds received by the Buyers are
      insufficient to satisfy the Obligations in full, the Buyer shall be entitled
      to
      a deficiency judgment against the Pledgor for such amount, the timing (but
      not
      the right) of which shall be subject to the agreements of the Buyer set forth
      in
      Section 6.d. below. Upon receipt of the Pledged Shares by the Buyer in
      accordance with the Escrow Agreement, the Buyer shall also have the absolute
      right to sell or dispose of the Pledged Shares in any manner it sees fit and
      shall have no liability to any Pledgor or any other party for selling or
      disposing of such Pledged Shares even if other methods of sales or dispositions
      would or allegedly would result in greater proceeds than the method actually
      used. The Pledgor shall remain liable for shortfalls, if any, that may exist
      after the Buyer has exhausted all remedies hereunder. The Buyer shall return
      any
      Pledged Shares issued to it and instruct the Escrow Agent to return any Pledged
      Shares it is holding in escrow after the full satisfaction of the Obligations.




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c.  Each
      right, power and remedy of the Buyer provided for in this Agreement or any
      other
      Transaction Document shall be cumulative and concurrent and shall be in addition
      to every other such right, power or remedy of the Buyer. The
      exercise or beginning of the exercise by the
      Buyer of any
      one or more of the rights, powers or remedies provided for in this Agreement
      or any
      other
      Transaction Document or
      now or
      hereafter existing at law or in equity or by statute or otherwise shall not
      preclude the simultaneous or later exercise by the
      Buyer of all
      such other rights, powers or remedies, and no failure or delay on the part
      of the
      Buyer to
      exercise any such right, power or remedy shall operate as a waiver thereof.
      No
      notice to or demand on any Pledgor in any case shall entitle any Pledgor to
      any
      other or further notice or demand in similar or other circumstances or
      constitute a waiver of any of the rights of the
      Buyer to any
      other further action in any circumstances without demand or notice. The
      Buyer shall
      have the full power to enforce or to assign or contract is rights under this
      Agreement to a third party.




d.  In
      the
      event that the net proceeds from the Buyer’s sale or disposition of the Pledged
      Shares received by the Buyers are insufficient to satisfy the Obligations in
      full, the Buyer agrees to exhaust all its rights, powers, and remedies provided
      for in the Security Agreement, Guaranty Agreement, Mortgage and the Peruvian
      Security Documents (each as defined in the Securities Purchase Agreement),
      before proceeding against the Pledgor. Nothing herein shall limit the ability
      of
      the Buyer to exercise any power, right, or remedy with respect to the Pledged
      Shares regardless of the progress or status of any other right, power, or remedy
      provided for in the Transaction Documents.




**7.**  **Representations,
      Warranties and Covenants** .




a.  The
      Pledgor represents, warrants and covenants that:




(i)  Pledgor
      is, and at the time when pledged hereunder will be, the legal, beneficial and
      record owner of, and has (and will have) good and
      valid title to, all Pledged Shares pledged by it hereunder, subject to no
      pledge, lien, mortgage, hypothecation, security interest, charge, option or
      other encumbrance whatsoever;




(ii)  Pledgor
      has full power, authority and legal right to pledge all the Pledged Shares
      pledged pursuant to this Agreement; and




(iii)  all
      the
      Pledged Shares have been duly and validly issued, are fully paid and
      non-assessable and are subject to no options to purchase or similar
      rights.




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b.  The
      Pledgor covenants and agrees to take all reasonable steps to defend the Buyer’s
      right, title and security interest in and to the Pledged Shares and the proceeds
      thereof against the claims and demands of all persons whomsoever (other than
      the
      Buyer and the Escrow Agent); and the Pledgor covenants and agrees that it will
      have like title to
      and
      right to pledge any other property at any time hereafter pledged to the
      Buyer as
      collateral hereunder and will likewise take all reasonable steps to defend
      the
      right thereto and security interest therein of the
      Buyer .




c.  The
      Pledgor covenants and agrees to take no action which would violate or be
      inconsistent with any of the terms of any Transaction Document, or which would
      have the effect of impairing the position or interests of the Buyer under any
      Transaction Document.




d.  The
      Pledgor covenants and agrees that this Agreement is made with recourse and
      that
      upon an Event of Default, the Buyer shall be deemed to have acquired the Pledged
      Shares on the date they were acquired by the Pledgor. Unless
      otherwise indicated on the Schedule II attached hereto, each Pledgor is an
      “affiliate” of the Company, as such term is defined in Rule 144(a) promulgated
      under the Securities Act of 1933, as amended.




**8.**  **Notices.** Unless
      otherwise provided herein, all demands, notices, consents, service of process,
      requests and other communications hereunder shall be in writing and shall be
      delivered in person or by overnight courier service, or mailed by certified
      mail, return receipt requested, addressed:




If
                tothe
                Buyer:
            Cornell
                Capital Partners L.P.101
                Hudson Street, Suite 3700Jersey
                City, NJ 07302Attention:Mark
                A. AngeloTelephone:(201)
                985-8300Facsimile:(201)
                985-8744With
                copy to:
            Cornell
                Capital Partners, LP101
                Hudson Street, Suite 3700Jersey
                City, NJ 07302Attention:Troy
                Rillo, Esq.Telephone:(201)
                985-8300Facsimile:(201)
                985-1964If
                to the Pledgors, to:
            To
                the addresses provided on the signature pages attached
                hereto





Any
      such
      notice shall be effective (a) when delivered, if delivered by hand delivery
      or overnight courier service, or (b) five (5) days after deposit in the
      United States mail, as applicable.




**9.**  **Binding
      Effect** .
      All of
      the covenants and obligations contained herein shall be binding upon and shall
      inure to the benefit of the respective parties, their successors and
      assigns.




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**10.**  **Governing
      Law; Venue; Service of Process** .
      The
      validity, interpretation and performance of this Agreement shall be determined
      in accordance with the laws of the State of New Jersey applicable to contracts
      made and to be performed wholly within that state except to the extent that
      Federal law applies. The parties hereto agree that any disputes, claims,
      disagreements, lawsuits, actions or controversies of any type or nature
      whatsoever that, directly or indirectly, arise from or relate to this Agreement,
      including, without limitation, claims relating to the inducement, construction,
      performance or termination of this Agreement, shall be brought in the state
      superior courts located in Hudson County, New Jersey or Federal district courts
      located in Newark, New Jersey, and the parties hereto agree not to challenge
      the
      selection of that venue in any such proceeding for any reason, including,
      without limitation, on the grounds that such venue is an inconvenient forum.
      The
      parties hereto specifically agree that service of process may be made, and
      such
      service of process shall be effective if made, pursuant to Section 8
      hereto.




**11.**  **Enforcement
      Costs** **.** If any
      legal action or other pro-ceeding is brought for the enforcement of this
      Agreement, or because of an alleged dispute, breach, default or
      misrepresenta-tion in connection with any provisions of this Agreement, the
      successful or prevailing party or parties shall be entitled to recover
      reasonable attorneys’ fees, court costs and all expenses even if not taxable as
      court costs (including, without limita-tion, all such fees, costs and expenses
      incident to appeals), incurred in that action or proceeding, in addition to
      any
      other relief to which such party or parties may be entitled.




**12.**  **Remedies
      Cumulative** **.** No
      remedy herein conferred upon any party is intended to be exclusive of any other
      remedy, and each and every such remedy shall be cumulative and shall be in
      addition to every other remedy given hereunder or now or here-after existing
      at
      law, in equity, by statute, or otherwise. No single or partial exercise by
      any
      party of any right, power or remedy hereunder shall preclude any other or
      further exercise thereof.




**13.**  **Counterparts** **.** This
      Agreement may be executed in one or more counterparts, each of which shall
      be
      deemed an original, but all of which together shall constitute the same
      instrument.




**14.**  **No
      Penalties** **.** No
      provision of this Agreement is to be interpreted as a penalty upon any party
      to
      this Agreement.




**15.**  **JURY
      TRIAL** .
      EACH OF
      THE COLATERAL AGENT AND THE PLEDGOR HEREBY KNOWINGLY, VOLUNTARILY AND
      INTENTIONALLY WAIVES THE RIGHT WHICH IT MAY HAVE TO A TRIAL BY JURY OF ANY
      CLAIM, DEMAND, ACTION OR CAUSE OF ACTION BASED HEREON, OR ARISING OUT OF, UNDER
      OR IN ANY WAY CONNECTED WITH THE DEALINGS BETWEEN THE BUYER AND PLEDGOR, THIS
      PLEDGE AND ESCROW AGREEMENT OR ANY DOCUMENT EXECUTED IN CONNECTION HEREWITH,
      OR
      ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER ORAL OR WRITTEN)
      OR ACTIONS OF ANY PARTY HERETO OR THERETO IN EACH CASE WHETHER NOW EXISTING
      OR
      HEREAFTER ARISING, AND WHETHER IN CONTRACT, TORT, EQUITY OR OTHERWISE.




**[REMAINDER
      OF PAGE INTENTIALLY LEFT BLANK]**




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**IN
      WITNESS WHEREOF** ,
      each
      Pledgor has caused this Pledge and Escrow Agreement to be executed by its
      respective duly authorized officer, as of the date first above
      written.




**Pledgor**/s/ Luis Goyzueta**LUIS
              GOYZUETA**Address:c/o Pure Biofuels Corp.Av. Canaval y Moreyra 380of 402San Isidro, LimaPeruAttention:Luis
              GoyzuetaTelephone:+511-221-7365Facsimile:+511-221-7347




FOR
      VALUE
      RECEIVED, the Pledgor hereby acknowledges that this Agreement is made with
      recourse.




/s/
                Luis GoyzuetaLUIS
              GOYZUETA




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**IN
      WITNESS WHEREOF** ,
      the
      undersigned acknowledge and agree to the terms and conditions of this Pledge
      Agreement as of the date first above written.




**THE
                BUYER:**
              **Cornell
                Capital Partners, L.P.**By:Yorkville
              Advisors, LLCIts:Investment
              AdvisorBy:/s/ Gerald EickeName:Gerald
              EickeTitle:Managing
              Partner




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