**REGISTRATION
      RIGHTS AGREEMENT**




**THIS
      REGISTRATION RIGHTS AGREEMENT** (the
“ ***Agreement*** ”)
      is
      entered into as of September 12, 2007, among **PURE
      BIOFUELS CORP.** ,
      a
      corporation organized and existing under the laws of the state of Nevada (the
      “ ***Company*** ”)
      and **PLAINFIELD
      PERU I LLC** ,
      a
      Delaware limited liability company (“ ***LLC1*** ”),
      and **PLAINFIELD
      PERU II LLC** ,
      a
      Delaware limited liability company (“ ***LLC2*** ”
and
      together with LLC1, “ ***Plainfield*** *”* ).





**WITNESSETH:**




**WHEREAS,** concurrent
      with the execution of this Agreement, the Company and Plainfield entered into
      that certain Securities Purchase Agreement (the “ ***Securities
      Purchase Agreement*** ”),
      pursuant to which (i) the Company issued to LLC1 $10,000,000 aggregate principal
      amount of the 10%/12% Senior Convertible PIK Election Notes due 2012, of the
      Company (the “ **Notes** ”),
      convertible into 16,666,667 (subject to adjustment) shares of common stock
      (the
“ ***Common
      Stock*** ”),
      of
      the Company, par value $0.001 per share (“ ***Conversion***  ***Shares*** ”)
      and
      (ii) the Company issued to LLC2 11,000,000 shares of Common Stock (the
“ ***Issue
      Date Common Stock*** ”)
      and
      warrants to purchase shares of Common Stock (the “ ***Warrants*** ”),
      exercisable into 56,938,245 shares of Common Stock (the “ ***Warrant
      Shares*** ”
and
      together with the Conversion Shares and the Issue Date Common Stock, the
“ ***Shares*** ”).




**WHEREAS** ,
      the
      Company has agreed to grant the Holders (as defined herein) certain registration
      rights for the Shares issuable to the Holders upon the conversion of the Notes
      and the exercise of the Warrants (the “ ***Registration
      Rights*** ”);




**WHEREAS** ,
      Plainfield has required that the Company enter into this Agreement to evidence
      the grant of the Registration Rights and as a condition to Plainfield’s entering
      into the Securities Purchase Agreement with the Company;




**WHEREAS** ,
      the
      Company believes that the issuance of the Notes, the Issue Date Common Stock
      and
      the Warrants to Plainfield and the entering into the Securities Purchase
      Agreement with Plainfield will be beneficial to the Company; and




**WHEREAS** ,
      in
      consideration of Plainfield’s execution of the Securities Purchase Agreement,
      Company is willing to grant the Holders the Registration Rights provided for
      herein.




**NOW,
      THEREFORE,** for and
      in consideration of the premises and the mutual covenants hereinafter set forth,
      and for other good and valuable consideration, the parties hereby agree to
      enter
      into this Agreement as follows:




**ARTICLE
      I.**


**REGISTRABLE
      SECURITIES**




Section
      1.1  Registrable
      Securities . For
      purposes of this Agreement, “ ***Registrable
      Securities*** ”
means
      (i) all Shares issuable to Plainfield upon conversion of the Notes, (ii) all
      Shares issuable to Plainfield upon exercise of the Warrants, (iii) the Issue
      Date Common Stock and (iv) all securities paid, issued or distributed in respect
      of any such Shares referred to in (i), (ii) and (iii) above by way of stock
      dividend, stock split or distribution, or in connection with a combination
      of
      shares, recapitalization, reorganization, merger or consolidation, or otherwise
      held by Plainfield or a permitted transferee of Plainfield (collectively, the
      “ ***Holders*** ”);
      provided, that in the event the Company converts, by merger or otherwise, to
      another type of entity including but not limited to a limited liability company
      or a limited partnership, the term Registrable Securities as defined herein
      shall refer to the securities in the new type of entity. Shares or other equity
      securities, as the case may be, cease to be “Registrable Securities” when they
      (a) are eligible for sale pursuant to Rule 144(k) pursuant to the Securities
      Act
      of 1933, as amended (the “ ***Securities
      Act*** ”),
      (b)
      are sold pursuant to Rule 144 pursuant to the Securities Act, or (c) are sold
      pursuant to an effective registration statement.









**ARTICLE
      II.**


**DEMAND
      REGISTRATIONS**




Section
      2.1  Requests
      for Registration .




(a)  At
      any
      time and from time to time the Holders of at least 20% of the Registrable
      Securities (the “ ***Initiating
      Holders*** ”)
      may
      request registration under the Securities Act of all or any part of their
      Registrable Securities (each, a “ ***Demand
      Registration*** ”)
      on the
      applicable form of registration statement, subject to the terms and conditions
      of this Agreement. Any request (a “ ***Registration
      Request*** ”)
      for a
      Demand Registration shall specify (a) the approximate number of shares of
      Registrable Securities requested to be registered (but not less than 20% of
      the
      total number of shares of Registrable Securities then outstanding), and (b)
      the
      intended method of distribution of such shares. Within ten (10) days after
      the
      date of sending of such request, the Company will give written notice of such
      requested registration to any other Holders of Registrable Securities and will
      include in such registration all shares of Registrable Securities which Holders
      of Registrable Securities request the Company to include in such registration
      by
      written notice given to the Company within fifteen (15) days after the date
      of
      sending of the Company’s notice.




For
      purposes of this Agreement, the terms “ ***register*** ,”
      “ ***registered*** ,”
and
      “ ***registration*** ”
refer
      to a registration effected by preparing and filing a registration statement
      or
      similar document in compliance with the Securities Act, and the declaration
      or
      ordering of effectiveness of such registration statement or
      document;




(b)  The
      Holders will be entitled to request up to three (3) such Demand Registrations
      pursuant to Section 2.1(a); provided ,
      that
      the Company shall not be required to effect more than one Demand Registration
      during any twelve (12) month period.




(c)  A
      registration will not count as one of the Demand Registrations unless a
      registration statement in respect of at least 75% of the Registrable Securities
      requested to be included in such registration has become effective.




(d)  The
      Company will not include in any Demand Registration any securities other than
      the shares of Registrable Securities without the prior written consent of
      Holders of at least a majority of the shares of Registrable Securities included
      in such registration, except that the Company may include in such registration
      equity securities of the Company (the “ ***Equity
      Securities*** ”)
      to be
      sold for the account of the Company if the managing underwriter(s) advise the
      Company in writing that in their opinion the inclusion of such shares of
      Registrable Securities and other Equity Securities proposed to be included
      in
      such offering will not adversely affect the ability of the underwriter to sell
      the shares of Registrable Securities and such Equity Securities in an orderly
      manner in such offering within a price range acceptable to the Holders of at
      least a majority of the shares of Registrable Securities included in such
      registration. If the managing underwriter(s) advise the Company in writing
      that
      in their opinion the number of shares of Registrable Securities and other Equity
      Securities proposed to be included in such registration for sale by the Company
      exceeds the number of shares that can be sold in an orderly manner in such
      offering within a price range acceptable to the Holders of at least a majority
      of the shares of Registrable Securities included in such registration, the
      Company will include in such registration, prior to the inclusion of any
      securities other than Registrable Securities, the number of shares of
      Registrable Securities requested to be included that, in the opinion of such
      underwriters, can be sold in an orderly manner within the price range of such
      offering, pro rata among the respective Holders of such Registrable Securities
      on the basis of the number of shares of Registrable Securities that each such
      Holder has requested the Company to include in such registration over the total
      number of shares of Registrable Securities requested to be included in such
      registration.




2




Section
      2.2  Selection
      of Underwriter .
      The
      Holders of at least a majority of the shares of Registrable Securities included
      in such registration will have the right to select the managing underwriter(s)
      to manage the offering, subject to the Company’s approval, which will not be
      unreasonably withheld or delayed .




Section
      2.3  Shelf
      Registration.




(a)  Registrations
      on Form S-3 .
      The
      Company shall use its commercially reasonable efforts to qualify for
      registration on a registration statement on Form S-3 or any comparable or
      successor form or forms. After the Company has qualified for the use of Form
      S-3
      or any comparable or successor form or forms, in addition to the rights
      contained in Section
      2.1 and Section
      2.2 ,
      the
      Holders of at least 25% of the shares of Registrable Securities shall have
      the
      right, once in each 12-month period, to request a registration on Form S-3
      covering the resale of Registrable Securities by the Holders (a “ ***Shelf
      Registration Statement*** ”).
      All
      requests shall be in writing and shall state the number of shares of Registrable
      Securities proposed to be disposed of and the intended method of distribution
      of
      such shares by such Holder or Holders. The Company shall be obligated to effect
      such registration pursuant to this Section
      2.3 unless:




(i)  the
      Holders, together with the holders of any other securities of the Company
      entitled to inclusion in such registration, propose to sell Registrable
      Securities and such other securities (if any) at an aggregate price to the
      public of less than $2,500,000; or




(ii)  the
      Company shall furnish to the Holders a certificate signed by the president
      or
      CEO of the Company (or in the absence of such officer, any manager of the
      Company) stating that in the good faith judgment of the Board, it is likely
      to
      be detrimental to the Company in a material respect and its stockholders for
      such registration to be effected at such time, in which event the Company shall
      have the right to defer the filing of the registration no more than once during
      any 12-month period for a period of not more than 180 days after receipt of
      the
      request of the Holder or Holders under this Section
      2.3 , provided ,
      that,
      all reasonable costs and expenses incurred by the affected Holders in connection
      with such deferred filing shall be reimbursed to such Holders and paid by the
      Company in accordance with Section
      5.2 hereof.




3




(b)  Delay
      Rights .
      Notwithstanding anything to the contrary contained herein, the Company may,
      upon
      written notice to any Holder whose Registrable Securities are included in the
      Shelf Registration Statement, suspend such Holder’s use of any prospectus which
      is a part of the Shelf Registration Statement (in which event the Holder shall
      discontinue sales of the Registrable Securities pursuant to the Shelf
      Registration Statement) if (i) the Company is pursuing an acquisition, merger,
      reorganization, disposition or other similar transaction and the Company
      determines in good faith that the Company’s ability to pursue or consummate such
      a transaction would be materially and adversely affected by any required
      disclosure of such transaction in the Shelf Registration Statement; (ii) the
      Commission or any other Federal or state governmental authority in writing
      requests any amendment or supplement to the Shelf Registration Statement or
      prospectus or requests additional information related thereto; (iii) the Company
      receives notice in writing of any suspension of the qualification or exemption
      from qualification of any Registrable Securities for sale in any jurisdiction,
      or the initiation or threat of any proceeding for such purpose; (iv) the
      financial statements included or incorporated by reference in the Shelf
      Registration Statement become ineligible for inclusion or incorporation therein
      or any statement made in the Shelf Registration Statement or prospectus or
      any
      document incorporated or deemed to be incorporated therein by reference is
      untrue in any material respect or any revision to the Shelf Registration
      Statement, prospectus or other document is required so that it will not contain
      any untrue statement of a material fact or omit to state any material fact
      required to be stated therein or necessary to make the statements therein,
      in
      light of the circumstances under which they were made, not misleading; or (v)
      the Company has experienced some other material non-public event the disclosure
      of which at such time, in the good faith judgment of the Company, would
      materially and adversely affect the Company; however, in no event shall any
      delay pursuant hereto exceed sixty (60) days in any one hundred-eighty (180)
      day
      period or ninety (90) days in any twelve-month period. Upon disclosure of such
      information or the termination of the condition described above, the Company
      shall provide prompt notice to the Holders whose Registrable Securities are
      included in the Shelf Registration Statement, and shall promptly terminate
      any
      suspension of sales it has put into effect and shall take such other actions
      to
      permit registered sales of Registrable Securities as contemplated in this
      Agreement.




(c)  Obligations
      to Suspend Distribution .
      Upon
      receipt of any notice from the Company of the issuance or threatened issuance
      by
      the Commission of any stop order suspending the effectiveness of the Shelf
      Registration Statement or the initiation of any action, claim, suit,
      investigation or proceeding (a “ ***Proceeding*** ”)
      (and
      the Company shall take all commercially reasonable actions required to prevent
      any such Proceeding or the entry of such stop order or to remove it if entered),
      each Holder of Registrable Securities included in any registration shall
      immediately discontinue disposition of such Registrable Securities pursuant
      to
      the Shelf Registration Statement covering such Registrable Securities until
      such
      Holder receives the supplemented or amended prospectus, and, if so directed
      by
      the Company, each such Holder will deliver to the Company all copies in such
      Holder’s possession, other than permanent file copies then in such holder’s
      possession or as may be required to be retained in accordance with applicable
      law, of the most recent prospectus covering such Registrable Securities at
      the
      time of receipt of such notice from the Company of any suspension contemplated
      by this Section 2.3(c).





4




(d)  Notwithstanding
      anything contained in Article II, if the Commission prevents the Company from
      including any or all of the Registrable Securities on any Shelf Registration
      Statement due to limitations on the use of Rule 415 under the Securities Act,
      for the resale of the Registrable Securities by the Holders, the Company shall
      seek to register on such Shelf Registration Statement the maximum number of
      Registrable Securities as is permitted by the Commission, and the Company shall
      continue to use commercially reasonable efforts to register all remaining
      Registrable Securities. In such event, the number of shares of Common Stock
      to
      be registered for each Holder in such Shelf Registration Statement shall be
      reduced pro  rata among
      all Holders and the Company shall register as many shares of Common Stock
      issuable upon conversion of the Notes as it is permitted to register prior
      to
      including any shares of Common Stock issuable upon exercise of the Warrants.
      If
      the Commission, by written or oral comment or otherwise, limits the Company’s
      ability to file, or prohibits the filing of, a Shelf Registration Statement
      with
      respect to any or all the Registrable Securities which were not included in
      such
      Shelf Registration Statement, it shall not be a breach or default by the Company
      under this Agreement and shall not be deemed a failure by the Company to use
      “commercially reasonable efforts” as set forth above or elsewhere in this
      Agreement.





**ARTICLE
      III.**


**PIGGYBACK
      REGISTRATIONS**




Section
      3.1  Right
      to Piggyback .
      If the
      Company proposes to register any of its securities under the Securities Act
      (other than pursuant to a Demand Registration or a registration solely in
      connection with an employee benefit or stock ownership plan or in a transaction
      described in Rule 145 under the Securities Act) and the registration form to
      be
      used may be used for the registration of the sale of Registrable Securities
      (a
“ ***Piggyback
      Registration*** ”),
      the
      Company will give prompt written notice to all Holders of Registrable Securities
      of its intention to effect such a registration (each a “ ***Piggyback
      Notice*** ”).
      Subject to Section 3.2 and Section 3.3, the Company will include in such
      registration all Registrable Securities that Holders of Registrable Securities
      request the Company to include in such registration by written notice given
      to
      the Company within fifteen (15) days after the date of the Company’s
      notice.




5




Section
      3.2  Priority
      on Primary Registrations. If a Piggyback Registration relates to an underwritten
      public offering of securities by the Company and the managing underwriter(s)
      advise the Company in writing that in their opinion the number of securities
      requested to be included in such registration exceeds the number that can be
      sold in an orderly manner in such offering within a price range acceptable
      to
      the Company, the Company will include in such registration (i) first, the
      securities proposed to be sold by the Company; (ii) second, the Registrable
      Securities requested to be included in such registration, pro rata among the
      Holders, based on the ratio of the number of Registrable Securities that each
      such Holder has requested the Company to include in such registration over
      the
      total number of shares of Registrable Securities requested to be included in
      such registration by the Holders; and (iii) third, other securities requested
      to
      be included in such registration, pro rata among the holders of such other
      securities based on the ratio of the number of such other securities that each
      such holder has requested the Company include in such registration over the
      total number of other securities requested to be included in such
      registration.




Section
      3.3  Priority
      on Secondary Registrations. If a Piggyback Registration relates to an
      underwritten public offering of securities by holders of the Company securities
      and the managing underwriter(s) advise the Company in writing that in their
      opinion the number of securities requested to be included in such registration
      exceeds the number that can be sold in an orderly manner in such offering within
      a price range acceptable to the holders initially requesting such registration,
      the Company will include in such registration (i) first, the securities
      requested to be included therein by the holders requesting such registration;
      (ii) second, the Registrable Securities requested to be included in such
      registration, pro rata among the Holders, based on the ratio of the number
      of
      Registrable Securities that each such Holder has requested the Company to
      include in such registration over the total number of Registrable Securities
      requested to be included in such registration by the Holders; and (iii) third,
      other securities requested to be included in such registration, pro rata among
      the holders of such securities based on the ratio of the number of such other
      securities that each such holder has requested the Company include in such
      registration over the total number of other securities requested to be included
      in such registration.




Section
      3.4  Limitation
      on Subsequent Registration Rights. Schedule 3.4 sets forth all agreements to
      which the Company is a party granting registration rights. The Company
      represents, warrants and covenants to each Holder that (i) no individual,
      corporation, limited liability company, partnership, trust or any other
      organization or entity (collectively, “ ***Person*** ”)
      has
      registration rights with respect to any securities of the Company held by such
      Person nor is the Company party to any agreement or understanding to grant
      or
      allow any other Persons any registration rights with respect to any securities
      of the Company held by such Persons whether outstanding on the date hereof
      or
      issued hereafter, that are inconsistent with the rights granted to the Holders
      in this Agreement and this Agreement does not violate the rights of the rights
      of any Person under any such other agreement, and (ii) the Company will not
      enter into any agreement or understanding to grant or allow any other Persons
      any registration rights with respect to any securities of the Company that
      are
      inconsistent with or violate the rights granted to the Holders in this
      Agreement.




6




**ARTICLE
      IV.**


**REGISTRATION
      PROCEDURES**




Section
      4.1  Registration
      Procedures. Whenever any Holder has requested that the sale of any Registrable
      Securities be registered pursuant to this Agreement, the Company will use its
      commercially reasonable efforts consistent with this Agreement, legal
      requirements and, in the case of an offering by the Company, prevailing market
      conditions, to effect the registration and the sale of such Registrable
      Securities in accordance with the intended method of distribution thereof and
      will as expeditiously as possible:




(a)  prepare
      and file with the Securities and Exchange Commission (the “ ***Commission*** ”)
      a
      registration statement with respect to such Registrable Securities and use
      its
      commercially reasonable efforts to cause such registration statement to become
      effective, provided that,
      before filing a registration statement or prospectus or any amendments or
      supplements thereto, the Company will furnish to the selling stockholders’
counsel selected by the Holders of a majority of the Registrable Securities
      covered by such registration statement copies of all such documents proposed
      to
      be filed, which documents will be subject to the review of such
      counsel;




(b)  prepare
      and file with the Commission such amendments and supplements to such
      registration statement and the prospectus used in connection therewith as may
      be
      necessary to keep such registration statement effective for the earlier of:
      (i)
      such time as all such Registrable Securities covered by the registration
      statement have been sold or (ii) a period of six months after the effective
      date
      of the registration statement covering such Registrable Securities, and comply
      with the provisions of the Securities Act with respect to the disposition of
      all
      securities covered by such registration statement during such period in
      accordance with the intended methods of distribution by the Holders set forth
      in
      such registration statement;




(c)  furnish
      to each Holder such number of copies of such registration statement, each
      amendment and supplement thereto, the prospectus included in such registration
      statement (including each preliminary prospectus) and such other documents
      as
      such Holder may reasonably request in order to facilitate the disposition of
      the
      Registrable Securities owned by such Holder;




(d)  use
      its
      commercially reasonable efforts to register or qualify such Registrable
      Securities under such other securities or blue sky laws of such jurisdictions
      as
      any Holder reasonably requests and do any and all other acts and things which
      may be reasonably necessary or advisable to enable such Holder to consummate
      the
      disposition in such jurisdictions of the Registrable Securities owned by such
      Holder, provided that the Company will not be required (i) to qualify generally
      to do business in any jurisdiction where it would not otherwise be required
      to
      qualify but for this paragraph, (ii) to subject itself to taxation in any such
      jurisdiction or (iii) to consent to general service of process in any such
      jurisdiction;




7




(e)  notify
      each Holder of such Registrable Securities, at any time when a prospectus
      relating thereto is required to be delivered under the Securities Act, of the
      happening of any event as a result of which the prospectus included in such
      registration statement contains an untrue statement of a material fact or omits
      any fact necessary to make the statements therein not misleading, and, at the
      request of any such Holder, the Company will prepare a supplement or amendment
      to such prospectus so that, as thereafter delivered to the purchasers of such
      Registrable Securities, such prospectus will not contain an untrue statement
      of
      a material fact or omit to state any fact necessary to make the statements
      therein not misleading;




(f)  cause
      all
      such Registrable Securities to be listed on each securities exchange on which
      similar securities issued by the Company are then listed and to be qualified
      for
      trading on each system on which similar securities issued by the Company are
      from time to time qualified;




(g)  provide
      a
      transfer agent and registrar for all such Registrable Securities not later
      than
      the effective date of such registration statement and thereafter maintain such
      a
      transfer agent and registrar;




(h)  enter
      into such customary agreements not inconsistent with this Agreement (including
      underwriting agreements in customary form) and take all such other actions
      as
      the Holders of a majority of the Registrable Securities covered by such
      registration statement or the underwriters, if any, reasonably request in order
      to expedite or facilitate the disposition of such Registrable
      Securities;




(i)  make
      available for inspection by any underwriter participating in any disposition
      pursuant to such registration statement and any attorney, accountant or other
      agent retained by any such underwriter, all financial and other records,
      pertinent corporate documents and properties of the Company, and cause the
      Company’s officers, directors, employees and independent accountants to supply
      all information reasonably requested by any such underwriter, attorney,
      accountant or agent in connection with such registration statement;




(j)  otherwise
      use its commercially reasonable efforts to comply with all applicable rules
      and
      regulations of the Commission, and make available to its security holders,
      as
      soon as reasonably practicable, an earnings statement covering the period of
      at
      least twelve months beginning with the first day of the Company’s first full
      calendar quarter after the effective date of the registration statement, which
      earnings statement shall satisfy the provisions of Section 11(a) of the
      Securities Act and Rule 158 thereunder;




(k)  permit
      any Holder that might be deemed, in the reasonable judgment of such Holder,
      to
      be an underwriter or a controlling Person of the Company, to participate in
      the
      preparation of such registration or comparable statement and to require the
      insertion therein of material, furnished to the Company in writing, which in
      the
      reasonable judgment of such Holder and its counsel should be included;
      and




8




(l)  in
      the
      event of the issuance of any stop order suspending the effectiveness of a
      registration statement, or of any order suspending or preventing the use of
      any
      related prospectus or suspending the qualification of any Registrable Securities
      included in such registration statement for sale in any jurisdiction, the
      Company will use its commercially reasonable efforts promptly to obtain the
      withdrawal of such order.




If
      any
      such registration or comparable statement refers to any Holder by name or
      otherwise as the holder of any securities of the Company and if, in its
      reasonable judgment, such Holder is or might be deemed to be a controlling
      Person of the Company, such Holder shall have the right to require (a) the
      inclusion in such registration statement of language, in form and substance
      reasonably satisfactory to such Holder, to the effect that the holding of such
      securities by such Holder is not to be construed as a recommendation by such
      Holder of the investment quality of the Company’s securities covered thereby and
      that such holding does not imply that such Holder will assist in meeting any
      future financial requirements of the Company, or (b) in the event that such
      reference to such Holder by name or otherwise is not required by the Securities
      Act or any similar federal statute then in force, the deletion of the reference
      to such Holder; provided ,
      that
      with respect to this clause (b) such Holder shall furnish to the Company an
      opinion of counsel to such effect, which opinion and counsel shall be reasonably
      satisfactory to the Company.




**ARTICLE
      V.**


**REGISTRATION
      EXPENSES**




Section
      5.1  Definition .
      The
      term “ ***Registration
      Expenses*** ”
means
      all reasonable expenses incident to the Company’s performance of or compliance
      with this Agreement, including without limitation all registration and filing
      fees, fees and expenses of compliance with securities or blue sky laws, printing
      expenses, messenger and delivery expenses, fees and expenses of attorneys,
      accountants and other experts, fees and expenses of underwriters and their
      attorneys and experts (other than underwriters’ discounts and commissions, which
      shall be deducted from the proceeds of the offering payable by the selling
      Holders of Registrable Securities).




Section
      5.2  Payment.
      The Company shall pay all of the Registration Expenses in connection with (i)
      three (3) Demand Registrations, (ii) any and all Piggyback Registrations and
      (iii) all registrations pursuant to Section 2.3. In connection with each Demand
      Registration, each registration pursuant to Section 2.3 and each Piggyback
      Registration, the Company will reimburse the Holders covered by each such
      registration for the reasonable fees and disbursements of one counsel chosen
      by
      the Holders of a majority of such Registrable Securities.




**ARTICLE
      VI.**


**INDEMNIFICATION**




Section
      6.1  Indemnification
      by the Company .
      The
      Company agrees to indemnify, to the extent permitted by law, each Holder, the
      officers, directors, partners, members, managers, stockholders, accountants,
      attorneys, agents and employees of each of them, and each Person who controls
      such Holder (within the meaning of the Securities Act) and the officers,
      directors, partners, members, managers, stockholders, accountants, attorneys,
      agents and employees of each such controlling Person, against all losses,
      claims, damages, liabilities and expenses, costs (including, without limitation,
      costs of preparation and reasonable attorneys’ fees and any legal or other fees
      or expenses incurred by such party in connection with any investigation or
      proceeding), judgments, fines, penalties, charges and amounts paid in settlement
      (collectively, “ ***Losses*** ”),
      as
      incurred, caused by any untrue or alleged untrue statement of material fact
      contained in any registration statement, prospectus or preliminary prospectus
      or
      any amendment thereof or supplement thereto or any omission or alleged omission
      of a material fact required to be stated therein or necessary to make the
      statements therein not misleading, or any violation by the Company of the
      Securities Act or any rule or regulation thereunder applicable to the Company
      and relating to action or inaction required of the Company in connection with
      any such registration, qualification, or compliance, and will reimburse each
      such Holder, each of its officers, directors, partners, members, managers,
      stockholders, accountants, attorneys, agents and employees and each Person
      controlling such Holder, for any legal and any other expenses reasonably
      incurred in connection with investigating and defending or settling any such
      claim, loss, damage, liability, or action, except insofar as the same are caused
      by or contained in any information furnished in writing to the Company by such
      Holder expressly for use therein; provided, however, that the Company shall
      not
      be required to indemnify any Person for any Losses caused by any untrue or
      alleged untrue statement of material fact contained in any registration
      statement, prospectus or preliminary prospectus or any amendment thereof or
      supplement thereto or any omission or alleged omission of a material fact
      required to be stated therein or necessary to make the statements therein not
      misleading to the extent, but only to the extent, that (i) such untrue
      statements or omissions are based solely upon information regarding such Holder
      furnished in writing to the Company by such Holder expressly for use therein,
      or
      to the extent that such information relates to such Holder or such Holder’s
      proposed method of distribution of Registrable Securities and was reviewed
      and
      expressly approved in writing by such Holder expressly for use in such
      registration statement, such prospectus or such form of prospectus or in any
      amendment or supplement thereto or (ii) such Person uses an outdated or
      defective prospectus after the Company has notified such Person in writing
      that
      the prospectus is outdated or defective. In connection with an underwritten
      offering, the Company will indemnify such underwriters, their officers and
      directors and each Person who controls such underwriters (within the meaning
      of
      the Securities Act) to the same extent as provided above with respect to the
      indemnification of the holders of Registrable Securities.




9




Section
      6.2  Indemnification
      by Holders. In connection with any registration statement in which a Holder
      is participating, each such Holder will furnish to the Company in writing such
      information and affidavits as the Company reasonably requests for use in
      connection with any such registration statement and related prospectus and,
      to
      the extent permitted by law, will indemnify, severally and not jointly, the
      Company, its directors and officers and each Person who controls the Company
      (within the meaning of the Securities Act) against any Losses resulting from
      any
      untrue or alleged untrue statement of material fact contained in the
      registration statement, prospectus or preliminary prospectus or any amendment
      thereof or supplement thereto or any omission or alleged omission of a material
      fact required to be stated therein or necessary to make the statements therein
      not misleading and will reimburse the Company and such directors, officers,
      partners, members, managers, stockholders, accountants, attorneys, employees,
      agents, Persons, or control Persons for any legal or any other expenses
      reasonably incurred in connection with investigating or defending any such
      claim, loss, damage, liability, or action, in each case to the extent, but
      only
      to the extent, that such untrue statement or omission is contained or should
      have been contained in any information or affidavit so furnished in writing
      by
      such Holder expressly for use in such registration statement, prospectus or
      preliminary prospectus or any amendment thereof or supplement thereto; provided,
      that the obligation to indemnify will be individual to each Holder and will
      be
      limited to the amount of net proceeds received by such holder from the sale
      of
      Registrable Securities pursuant to such registration statement.




10




Section
      6.3  Notice;
      Defense of Claims. Any Person entitled to indemnification hereunder will (i)
      give prompt written notice to the indemnifying party of any claim with respect
      to which it seeks indemnification and (ii) unless in such indemnified party’s
      reasonable judgment a conflict of interest between such indemnified and
      indemnifying parties may exist with respect to such claim, permit such
      indemnifying party to assume the defense of such claim with counsel reasonably
      satisfactory to the indemnified party. If such defense is assumed, the
      indemnifying party will not be subject to any liability for any settlement
      made
      by the indemnified party without its consent (but such consent will not be
      unreasonably withheld).  An indemnifying party who is not entitled to, or
      elects not to, assume the defense of a claim will not be obligated to pay the
      fees and expenses of more than one counsel for all parties indemnified by such
      indemnifying party with respect to such claim, unless in the reasonable judgment
      of any indemnified party a conflict of interest may exist between such
      indemnified party and any other of such indemnified parties with respect to
      such
      claim.




Section
      6.4  Survival;
      Contribution. The indemnification provided for under this Agreement will
      remain in full force and effect regardless of any investigation made by or
      on
      behalf of the indemnified party or any officer, director or controlling Person
      of such indemnified party and will survive the transfer of securities. Subject
      to the limitations and conditions of this Article VI, the Company also agrees
      to
      make such provisions as are reasonably requested by any indemnified party for
      contribution to such party in the event the Company’s indemnification provided
      herein is unavailable for any reason.




Section
      6.5  Underwriting
      Agreement. To the extent that the provisions on indemnification and
      contribution contained in the underwriting agreement entered into by the Company
      in connection with an underwritten public offering are in conflict with the
      provisions of this Article VI the provisions contained in the underwriting
      agreement shall control.




**ARTICLE
      VII.**


**PARTICIPATION
      IN UNDERWRITTEN REGISTRATIONS**




Section
      7.1  Acceptance
      of Underwriting .
      No
      Person may participate in any registration hereunder that is underwritten unless
      such Holder (i) agrees to sell such Holder’s securities on the basis provided in
      any underwriting arrangements approved by the Holders entitled hereunder to
      approve such arrangements and (ii) completes and executes all questionnaires,
      powers of attorney, indemnities, underwriting agreements and other documents
      required under the terms of such underwriting arrangements and in the time
      and
      manner set forth by the underwriters; provided, that, no Holder included in
      any
      underwritten registration shall be required to make any representations or
      warranties to the Company or the underwriters other than representations and
      warranties regarding such Holder as are reasonably required by the
      underwriters.




11




**ARTICLE
      VIII.**


**REPORTING
      REQUIREMENTS UNDER EXCHANGE ACT**




Section
      8.1  Reporting .
      The
      Company shall keep effective the registration of the Common Stock under Section
      12 of the Exchange Act, as amended, and shall timely file such information,
      documents and reports for so long as the Commission may require or prescribe
      under Section 13 of the Exchange Act. The Company shall (whether or not it
      shall
      then be required to do so) timely file such information, documents and reports
      which a corporation, partnership or other entity (whichever is applicable)
      subject to Section 13 or 15(d) of the Exchange Act is required to file. The
      Company acknowledges and agrees that the purposes of the requirements contained
      in this Article VIII are (a) to enable any such Holder to comply with the
      current public information requirement contained in paragraph (c) of Rule 144
      under the Securities Act should such Holder ever wish to dispose of any of
      the
      securities of the Company acquired by it without registration in reliance upon
      Rule 144 under the Securities Act (or any other similar exemptive provision)
      and
      (b) to qualify the Company for the use of registration statements on Form S-3.
      In addition, so long as the Company is subject to Section 13 or 15(d) of the
      Exchange Act, the Company shall take such other measures and file such other
      information, documents and reports, as shall hereafter be required by the
      Commission as a condition to the availability of Rule 144 under the Securities
      Act (or any similar exemptive provision hereafter in effect) and the use of
      Form
      S-3.




**ARTICLE
      IX.**


**NEW
      REGISTRATION RIGHTS AGREEMENT**




Section
      9.1  Other
      Jurisdictions .
      In the
      event that the Company undertakes an underwritten public offering and listing
      of
      its securities in a jurisdiction other than the U.S., the Holders shall have
      such rights which are substantially similar to the rights granted hereunder
      with
      respect to the registration of their Registrable Securities under the laws
      of
      such non-U.S. jurisdiction to the extent such rights are recognized or necessary
      under the laws of such jurisdiction. At such time, the Company agrees to enter
      into an agreement with the Holders memorizalizing such rights.




**ARTICLE
      X.**


**MISCELLANEOUS**




Section
      10.1  Adjustments
      Affecting Shares .
      The
      Company will not take any action, or permit any change to occur, with respect
      to
      its securities for the purpose of (i) materially and adversely affecting the
      ability of the Holders to include such Registrable Securities in a registration
      undertaken pursuant to this Agreement or (ii) materially and adversely affecting
      the marketability of such Registrable Securities in any such registration
      (including, without limitation, effecting a stock split or a combination of
      stock); provided, that, this Section
      10.1 shall
      not apply to actions or changes with respect to the Company’s business, earnings
      or revenues in which the effect of such actions or changes on the Registrable
      Securities is merely incidental.




Section
      10.2  Notices.
      All notices, demands, requests, consents, approvals or other communications
      (collectively, “Notices”) required or permitted to be given hereunder or which
      are given with respect to this Agreement shall be in writing and shall be
      personally served, delivered by reputable air courier service with charges
      prepaid, or transmitted by hand delivery, telegram, telex or facsimile,
      addressed as set forth below, or to such other address as such party shall
      have
      specified most recently by written notice. Notice shall be deemed given on
      the
      date of service or transmission if personally served or transmitted by telegram,
      telex or facsimile. Notice otherwise sent as provided herein shall be deemed
      given on the next business day following delivery of such notice to a reputable
      air courier service. Notices shall be delivered as follows:




12




If
                  to the Company:
              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:
                  310-402-5947And:
              DLA
                  Piper US LLP1251
                  Avenue of the AmericasNew
                  York, NY 10020-1104Attn:
                  Daniel I. Goldberg, Esq.Telephone:
                  212-335-4966Facsimile:
                  212-884-8466
  13
  if
                  to Plainfield:
              Plainfield
                  Peru I LLCPlainfield
                  Peru II LLCc/o
                  Plainfield Asset Management LLC55
                  Railroad AvenueGreenwich,
                  CT 06830Attention:
                  General CounselTelephone:
                  203-302-1700Facsimile:
                  203-302-1779with
                  a copy to:
              White
                  & Case LLP1155
                  Avenue of the AmericasNew
                  York, New York 10036Attn:
                  Thomas P. Higgins, Esq.Telephone:
                  212-819-8813Facsimile:
                  212-354-8113if
                  to the Holders:
              to
                  their most recent address as set forth in the books and records
                  of the
                  Company




Section
      10.3  Termination .
      This
      Agreement (other than Article V and Article VI hereof) shall terminate once
      the
      Holders cease to own any Registrable Securities.




Section
      10.4  Amendments
      and Waivers. Except as otherwise provided herein, no amendment,
      modification, termination or cancellation of this Agreement shall be effective
      unless made in writing signed by the Company and the Holders of at least 66-2/3%
      of the then outstanding shares of Registrable Securities.




Section
      10.5  Successors
      and Assigns. The Holder may assign all or any portion of its rights under
      this Agreement to any affiliate, partner, member or shareholder of such Holder
      or to any Person to whom such Holder transfers Registrable Securities then
      held
      by such Holder. Subject to the foregoing, the rights of the parties under this
      Agreement shall inure to the benefit of, and this Agreement shall be binding
      upon, the successors and assigns of the parties hereto.




Section
      10.6  Severability.
      If any provision of this Agreement shall be held to be illegal, invalid or
      unenforceable under any applicable law, then such contravention or invalidity
      shall not invalidate the entire Agreement. Such provision shall be deemed to
      be
      modified to the extent necessary to render it legal, valid and enforceable,
      and
      if no such modification shall render it legal, valid and enforceable, then
      this
      Agreement shall be construed as if not containing the provision held to be
      invalid, and the rights and obligations of the parties shall be construed and
      enforced accordingly.




Section
      10.7  Entire
      Agreement. This Agreement, those documents expressly referred to herein, and
      the other documents of even date herewith constitute the entire agreement of
      the
      parties with respect to the subject matter hereof and supersede all prior and
      contemporaneous agreements, representations, understandings, negotiations and
      discussions between the parties, whether oral or written, with respect to the
      subject matter hereof.




14




Section
      10.8  Headings
      Descriptive. The headings of the several sections and subsections of this
      Agreement are inserted for convenience only and shall not in any way affect
      the
      meaning or construction of any provision of this Agreement.




Section
      10.9  Mutual
      Drafting. This Agreement is the joint product of the Company and Plainfield
      and each provision hereof has been subject to the mutual consultation,
      negotiation and agreement of the Company and Plainfield , and shall not be
      construed for or against any party hereto.




Section
      10.10  Governing
      Law; Submission to Jurisdiction; Venue; Waiver of Jury Trial. (a) THIS
      AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE
      CONSTRUED IN ACCORDANCE WITH AND BE GOVERNED BY THE LAW OF THE STATE OF NEW
      YORK
      (WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES). ANY LEGAL ACTION OR PROCEEDING
      WITH RESPECT TO THIS AGREEMENT MAY BE BROUGHT IN THE COURTS OF THE STATE OF
      NEW
      YORK OR OF THE UNITED STATES FOR THE SOUTHERN DISTRICT OF NEW YORK, IN EACH
      CASE
      WHICH ARE LOCATED IN THE COUNTY OF NEW YORK, AND, BY EXECUTION AND DELIVERY
      OF
      THIS AGREEMENT, THE COMPANY HEREBY IRREVOCABLY ACCEPTS FOR ITSELF AND IN RESPECT
      OF ITS PROPERTY, GENERALLY AND UNCONDITIONALLY, THE JURISDICTION OF THE
      AFORESAID COURTS. THE COMPANY HEREBY FURTHER IRREVOCABLY WAIVES ANY CLAIM THAT
      ANY SUCH COURTS LACK PERSONAL JURISDICTION OVER IT, AND AGREES NOT TO PLEAD
      OR
      CLAIM, IN ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT BROUGHT
      IN ANY OF THE AFOREMENTIONED COURTS, THAT SUCH COURTS LACK PERSONAL JURISDICTION
      OVER IT. THE COMPANY FURTHER IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS
      OUT
      OF ANY OF THE AFOREMENTIONED COURTS IN ANY SUCH ACTION OR PROCEEDING BY THE
      MAILING OF COPIES THEREOF BY REGISTERED OR CERTIFIED MAIL, POSTAGE PREPAID,
      TO
      IT AT ITS ADDRESS SET FORTH IN SECTION 10.2, SUCH SERVICE TO BECOME EFFECTIVE
      30
      DAYS AFTER SUCH MAILING. THE COMPANY HEREBY IRREVOCABLY WAIVES ANY OBJECTION
      TO
      SUCH SERVICE OF PROCESS AND FURTHER IRREVOCABLY WAIVES AND AGREES NOT TO PLEAD
      OR CLAIM IN ANY ACTION OR PROCEEDING COMMENCED HEREUNDER THAT SERVICE OF PROCESS
      WAS IN ANY WAY INVALID OR INEFFECTIVE. NOTHING HEREIN SHALL AFFECT THE RIGHT
      OF
      PLAINFIELD OR THE HOLDER OF ANY NOTE TO SERVE PROCESS IN ANY OTHER MANNER
      PERMITTED BY LAW OR TO COMMENCE LEGAL PROCEEDINGS OR OTHERWISE PROCEED AGAINST
      THE COMPANY IN ANY OTHER JURISDICTION.




(b)
      THE
      COMPANY HEREBY IRREVOCABLY WAIVES ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER
      HAVE TO THE LAYING OF VENUE OF ANY OF THE AFORESAID ACTIONS OR PROCEEDINGS
      ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT BROUGHT IN THE COURTS
      REFERRED TO IN CLAUSE (a) ABOVE AND HEREBY FURTHER IRREVOCABLY WAIVES AND AGREES
      NOT TO PLEAD OR CLAIM IN ANY SUCH COURT THAT ANY SUCH ACTION OR PROCEEDING
      BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT
      FORUM.




15




(c)
      EACH
      OF THE PARTIES TO THIS AGREEMENT HEREBY IRREVOCABLY WAIVES ALL RIGHT TO A TRIAL
      BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING
      TO
      THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.




Section
      10.11  Further
      Assurances. Each party to this Agreement hereby covenants and agrees,
      without the necessity of any further consideration, to execute and deliver
      any
      and all such further documents and take any and all such other actions as may
      be
      necessary or appropriate to carry out the intent and purposes of this Agreement
      and to consummate the transactions contemplated hereby.




Section
      10.12  Counterparts.
      This Agreement may be executed in any number of counterparts and by the
      different parties hereto on separate counterparts, each of which when so
      executed and delivered shall be an original, but all of which shall together
      constitute one and the same instrument. Delivery of an executed counterpart
      hereof by facsimile or electronic transmission shall be as effective as delivery
      of any original executed counterpart hereof.









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      of page intentionally left blank; signature pages follow* . ]





16


IN
      WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
      date
      first written above.


**COMPANY:**PURE BIOFUELS CORP.By:/s/ Luis GoyzuetaName:
              Luis GoyzuetaTitle:
              Chief Executive Officer







**HOLDERS:**PLAINFIELD PERU I LLCBy:/s/Name:Title:PLAINFIELD PERU II LLCBy:/s/Name:Title: