Exhibit 5.4

CONSULTING AGREEMENT

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

AMONG:

> 
PURE BIOFUELS CORP., a corporation organized and existing under the laws of the sate 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:

> 
SOAR INTERNATIONAL, 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:

> 
JOY 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 services of the Consultant asdescribed 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 appoints theConsultant 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 and Contractor shall not haveauthority to act as agent of the Company, and the Consultant and Contractorshall not represent themselves as acting as an agent of the Company.  Withoutlimiting the foregoing, the Consultant and Contractor shall have no authority toenter into any commitment, contractual or other agreement, binding upon, orpledge the credit of, the Company, nor shall the Consultant and Contractor haveany authority to negotiate any such agreement except as the Board of Directorsof the Company may expressly agree in writing.

1.3       Independent Contractor.  In performingits services hereunder, the Consultant and Contractor shall be independentcontractors and not employees or agents of the Company.  Nothing in thisAgreement shall be deemed to require the Consultant and Contractor to providetheir services exclusively to the Company and the Consultant and Contractorhereby acknowledge that the Company is not required and shall not be required tomake any remittances 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 act as Secretary and Treasurer ofthe Company and will have the following responsibilities and duties to theCompany:

(a)        oversee and administer bookkeeping and accounting consultingservices to the Company and its subsidiaries, such duties and responsibilitiesto include the supervision of accounts, books and ledgers and the review ofinterim financial statements, and liaising with the auditors of the Company;

(b)        assist in the establishment of proper internal controlprocedures and documentation of same, reporting protocols, preparation of properfinancial statements and corporate disclosure documents in accordance with allapplicable Canadian and United States standards and compliance by the Companywith all applicable laws, including securities laws generally and in particularthe US Sarbanes-Oxley legislation;

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

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

(e)        performing such other duties and observing such instructionsas may be reasonably assigned to her from time to time by the Board ofDirectors;

(f)         generally at all times abiding by all lawful directions givento her by the Board of Directors of the Company;

(g)        well and faithfully serve the Company and use its best effortsto promote the interests of the Company; and

(h)        refrain from acting in any manner contrary to the bestinterests of the Company or contrary to applicable laws and regulatoryrequirements,

provided that at all times the Contractorshall comply with regulatory requirements and guidelines respecting the conductof its activities.  

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**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$2,000 per month for the term of thisAgreement, payable in arrears on the last business day of each calendar monthcommencing September 15, 2006.

(b)        A one time signing bonus cash payment of US$3,000, payableupon the day this Agreement is duly executed by all parties.

3.2       Government Payments.  The Consultant shall be responsible forthe payment of its income taxes as shall be required by any governmental entitywith 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 will reimburse theConsultant for reasonable out-of-pocket business expenses incurred by theConsultant and Contractor on behalf of the Company.  All such payments andreimbursements shall be made promptly upon submission by the Consultant ofvouchers, bills, or receipts for such 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 comply with allapplicable corporate and securities laws and regulations of the provinces ofCanada and federal laws applicable therein, and all policies, rules andrequirements of the British Columbia Securities Commission and the applicableregulatory authorities.

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 andContractor have not been subject to any sanctions or administrative proceedingsby any securities regulatory 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 three years, until September 30,2009.

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

5.3       Termination.  This Agreement may be terminated:

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

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(i)         the Contractor failsto perform any of its services in the number or within the time required hereinor commits or permits a breach of or default of any of its duties or obligationshereunder, commits a material breach of a provision of this Agreement; is unableor unwilling to perform the duties under this Agreement; commits fraud orserious neglect or misconduct in the discharge of its duties hereunder, or ifnotified of a default and given time to remedy or cure the default by theCompany, the Contractor fails to fully cure or remedy such failure, breach ordefault; or

(ii)        the Company, actingreasonably, determines that the Contractor is acting or is likely to act in amanner detrimental to the Company or has violated or is likely to violate theconfidentiality of any information relating to the Company; or

(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 writinggiven by the Consultant to the Company;

(d)        immediately by the Company in the event of total physical andmental incapacity of the Contractor to perform the services hereunder, at anytime, by written notice from the Company to the Consultant; and

(e)        if the Contractor fails to make himself available to providethe services as contemplated hereunder or fails to demonstrate due diligence inthe carrying 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.

**6.         CONFIDENTIALITY**

6.1        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 she becomes aware during the term of this Agreement. TheContractor shall keep secret all confidential information entrusted to her 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 anyconfidential information is requested by subpoena or court, governmental orregulatory order, she will notify the Company as soon as practicable and ifrequested by the Company, she will undertake her best efforts to assist theCompany in obtaining a confidentiality order from the court or governmental orregulatory agency requesting such information.  The Contractor shall comply withsuch directions as the Company shall make to ensure the safeguarding orconfidentiality of all such information.

6.2        Standard of Conduct.  The Consultantand Contractor covenant and agree with the Company that the Consultant andContractor will not engage in any activities which would bring the Company'sreputation into disrepute.

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6.3       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, orencourage 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 6.3 for either Consultant, Contractor or the Company to make truthfulstatements in a court proceeding or to a governmental agency.

6.4        Fiduciary Obligations.  Withoutlimiting the generality of the foregoing, during the term of this Agreement, theContractor shall not act in any manner contrary to the terms of this Agreement,or contrary to the best interests of the Company.

**7.         INDEMNITY**

7.1       Indemnity by Company.  The Company hereby agrees to indemnify,defend and hold harmless the Contractor and Consultant, from and against any andall claims, demands, losses, actions, lawsuits and other proceedings, judgmentsand awards, and costs and expenses (including reasonable legal fees), arisingdirectly or indirectly, in whole or in part, out of any matter related to anyaction taken by the Consultant within the scope of its duties or authorityhereunder, excluding only such of the foregoing as arise from the fraudulent,gross negligence, reckless or willful act or omission of the Consultant.

7.2      Indemnity by Consultant.  The Consultant agrees to indemnify theCompany and its directors for any liability, claims, losses and expensesincurred by the Company that result from the Consultant's actions resulting fromhis 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 of and bebinding upon each of the parties and their respective heirs and successors.

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.

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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 is intended tobe severable; if any term or provision hereof shall be determined by a court ofcompetent jurisdiction to be illegal or invalid for any reason whatsoever, suchprovision shall be severed from this Agreement and shall not affect the validityof the remainder of this Agreement.

9.6       Governing Law.  This Agreement shall be governed by the laws ofthe 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.

9.9       Headings.  The headings of the Sections and Articles of thisAgreement are inserted for convenience of reference only and shall not in anymanner 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 the partieshereto in as many counterparts as may be necessary, and each such agreement soexecuted shall be deemed to be an original and, provided that all of the partieshave executed a counterpart, such counterparts together shall constitute a validand binding agreement, and notwithstanding the date of execution shall be deemedto bear the date as set forth above.  Such executed copy may be transmitted bytelecopied facsimile or other electronic method of transmission, and thereproduction of signatures by facsimile or other electronic method oftransmission will be treated as binding as if originals.

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

**PURE		BIOFUELS CORP.**
 
 
 
 
 
per:
/s/ Luis Goyzueta 
 
 
 
Luis Goyzueta, CEO
 
 
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WITNESS:
)		)		)		)		)		)		)
**SOAR INTERNATIONAL**
/s/ Andrew Tai
 
 
Signature
 
 
 
per:
/s/ Joy Clifton
Print Name
 
Joy Clifton, Principal
WITNESS:
)		)		)		)		)		)		)
 
/s/ Andrew Tai
 
Signature
 
 
/s/ Joy Clifton
Print Name
**JOY CLIFTON**
 
 
 

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