**PURE
      BIOFUELS CORP.**





**STOCKHOLDERS
      AGREEMENT**







**THIS
      STOCKHOLDERS AGREEMENT** (this
“ ***Agreement*** ”)
      is
      entered into effective as of September 12, 2007 by and among **Pure
      Biofuels Corp.** ,
      a
      Nevada Corporation (the “ ***Company*** ”), **Plainfield
      Peru I LLC** ,
      a
      Delaware limited liability company (“ ***LLC1*** ”), **Plainfield
      Peru II LLC** ,
      a
      Delaware limited liability company (“ ***LLC2*** ”
and
      together with LLC1, “ ***Plainfield*** ”)
      and
      the stockholders of the Company listed on the signature page(s) hereto
      (collectively, the “ ***Stockholders*** ”
and
      each individually, a “ ***Stockholder*** ”).




**WITNESSETH:**




WHEREAS,
      concurrent with the execution of this Agreement, the Company is entering into
      a
      Securities Purchase Agreement with LLC1 and LLC2, dated as of the date hereof
      (the “ ***Securities
      Purchase Agreement*** ”),
      pursuant to which, upon the terms and subject to the conditions thereof, the
      Company will issue to LLC1 and LLC2 11,000,000 shares of common stock of the
      Company, $10,000,000 aggregate principal amount of 10%/12% Convertible PIK
      Election Notes, convertible into 16,666,667 shares of Common Stock (the
“ ***Notes*** ”)
      and
      warrants representing the right to purchase shares of Common Stock of the
      Company representing in the aggregate 34.4% of the Company’s fully diluted
      Common Stock (the “ ***Warrants*** ”);
      and




WHEREAS,
      as a condition to the willingness of Plainfield to enter into the Securities
      Purchase Agreement, Plainfield has required that the Stockholders agree, and
      in
      order to induce Plainfield to enter into the Securities Purchase Agreement,
      the
      Stockholders are willing, to enter into this Agreement.




NOW,
      THEREFORE, in consideration of the foregoing and the mutual covenants and
      agreements contained herein, and intending to be legally bound hereby, the
      parties hereby agree, severally and not jointly, as follows:




Section
      1.  Definitions .  
      As used in this Agreement:




“ ***Affiliate*** ”
means
      with respect to any Person, any other Person that directly or indirectly,
      through one or more intermediaries, controls, is controlled by, or is under
      common control with, such Person. The term “ *control* ”
means
      the possession, directly or indirectly, of the power to direct or cause
      direction of the management and policies of a Person, whether through the
      ownership of voting securities, by contract or otherwise.




“ ***Board
      of Directors*** ”
means
      the board of directors of the Company.




“ ***Common
      Stock*** ”
means
      the common stock of the Company, par value 0.001 per share.




“ ***Director*** ”
means
      the Persons serving on the Board of Directors of the Company.






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“ ***Equity
      Securities*** ”
means
      all classes of equity securities of the Company, including but not limited
      to
      the Common Stock.




“ ***Investor***  ***Designator*** ”
has
      the
      meaning ascribed to such term in Section 2(a).




“ ***Observer*** ”
has
      the
      meaning ascribed to such term in Section 2(f) of this Agreement.




“ ***Person*** ”
      includes an individual, a corporation, a limited liability company, a
      partnership, a trust or any other organization or entity.




“ ***Plainfield*** ”
has
      the
      meaning ascribed to such term in the opening paragraph of this
      Agreement.




“ ***Plainfield
      Director*** ”
has
      the
      meaning ascribed to such term in Section 2(a)of this Agreement.




“ ***Stockholders*** ”
means
      any Person who is signatory to this Agreement and who owns Equity Securities
      of
      the Company and any other persons or entities who become parties to this
      Agreement as “ ***Stockholders*** ”
      pursuant to the terms of this Agreement, and their respective heirs, legal
      representatives, administrators and successors.




Section
      2.  Voting Agreement .




(a)  During
      the term of this Agreement, each Stockholder holding voting Equity Securities
      of
      the Company will vote all of such Stockholder’s Equity Securities and take all
      other necessary or desirable actions (in its capacity as a Stockholder of the
      Company), and the Company will take all necessary or desirable actions, as
      are
      reasonably requested to cause one individual, (the “ ***Plainfield
      Director*** ”),
      designated by Plainfield or any permitted transferee of more than 50% of the
      Notes held by Plainfield (the “ ***Investor
      Designator*** ”),
      to be
      elected to the Company’s Board of Directors, whether such election occurs at an
      annual or special meeting of the Stockholders, or by written consent in lieu
      thereof, and whether or not such election shall occur because of the existence
      of a vacancy on such Board arising for any reason whatsoever .




(b)  Each
      Stockholder will vote all of such Stockholder’s Equity Securities, and the
      Company will take all necessary or desirable actions, as are necessary to
      prevent the removal, without “Cause”, as defined below, of the Plainfield
      Director without the prior written consent of the Investor Designator. If the
      position of the Plainfield Director becomes vacant for any reason, each
      Stockholder will vote all of the Stockholder’s Equity Securities, and the
      Company will take all necessary or desirable actions, as are necessary to
      immediately cause an alternative Plainfield Director, as applicable, to be
      elected to the Company’s Board of Directors. “Cause” shall mean if (i) the
      director has been convicted of an indictable offence under the United States
      criminal code, or (ii) the director has committed willful misconduct or gross
      misconduct in carrying out his duties.






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(c)  Each
      Stockholder will retain at all times the right to vote the Stockholder’s Equity
      Securities in his or her sole discretion on all matters presented to the
      Company’s Stockholders for a vote other than the matters set forth in Section
      2(a) and (b) above.




(d)  No
      Stockholders may, directly or indirectly, during the term of this agreement,
      sell, dispose of or otherwise transfer record or beneficial ownership of any
      shares of Equity Securities subject to this Agreement owned of record or
      beneficially by such Stockholders unless the transferee agrees in writing to
      be
      bound by the terms hereof by execution (together with such Person’s spouse if
      applicable) of an Adoption Agreement in the form attached as Exhibit
      A hereto.
      Any purported transfer which does not comply with this provision shall be null
      and void; *provided,
      however* ,
      that a
      Stockholder may sell up to 10% of the Common Stock held by such Stockholder
      as
      of the date hereof free from any restriction or requirement imposed by this
      Section 2(d) or otherwise.




(e)  The
      Stockholders shall not enter into any agreement or grant any proxy or power
      of
      attorney with respect to their respective Equity Securities that is inconsistent
      with the terms hereof.




(f)  If
      at any
      time Plainfield has the right to nominate a director pursuant to this Section
      2
      but fails to exercise this right, then Plainfield or its Affiliates shall have
      the right to appoint one (1) representative (the “ ***Observer*** ”).
      The
      Observer shall have the right to attend meetings of the Board of Directors
      in a
      nonvoting observer capacity, to receive notice of such meetings and to receive
      the information provided by the Company to the Board of Directors.




(g)  Plainfield
      will have a right to effectuate its rights pursuant to this Section 2 so long
      as
      any Notes remain outstanding or Plainfield holds at least 5% of the Company’s
      outstanding Common Shares.




(h)  A
      quorum
      of the Board of Directors shall require the presence of the Plainfield
      Director.




(i)  The
      Company will not increase the number of Directors above six.




Section
      3.  Specific Performance . ****




The
      parties hereto agree that the remedy at law for any breach of this Agreement
      may
      be inadequate, and if any Stockholder or other person shall fail to comply
      with
      the provisions of Section 2 hereof, each non-defaulting party shall be entitled
      to specific performance in addition to any other appropriate relief or remedy.
      Such party may, in its sole discretion, apply to a court of competent
      jurisdiction for specific performance or injunctive or such other relief as
      such
      court may deem just and proper in order to enforce this Agreement, or prevent
      any violation hereof, and, to the extent permitted by law, each party waives
      any
      objection to the imposition of such relief.




Section
      4.  Notices .




All
      notices and other communications hereunder shall be in writing and shall be
      deemed duly delivered (i) three business days after being sent by hand delivery
      in writing, by facsimile or electronic transmission, by registered or certified
      mail, return receipt requested, postage prepaid, or (ii) one business day after
      being sent for next business day delivery, fees prepaid, via a reputable
      nationwide overnight courier service, in each case to the intended recipient
      as
      set forth below:






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(i)  if
      to any
      Stockholder, to its address set forth on the signature pages hereto.




(ii)  if
      to
      Pure Biofuels to:




Pure
      Biofuels Corp.


9440
      Little Santa Monica Boulevard, Suite 401


Beverly
      Hills, Ca 90210


Attention:
      Steven S. Magami


Facsimile
      No: 310-402-5947







(ii)  With
      a
      copy (which shall not constitute notice) to:





DLA
      Piper US LLP


1251
      Avenue of the Americas


New
      York, New York 10020


Attention:
      Daniel I. Goldberg, Esq.


Facsimile
      No: 212-335-4501




(iii)  if
      to
      Plainfield to:




Plainfield
      Peru I LLC


Plainfield
      Peru II LLC


c/o
      Plainfield Asset Management LLC


55
      Railroad Avenue


Greenwich,
      CT 06830


Attention:
      General Counsel


Telephone:
      203-302-1700


Facsimile:
      203-302-1779




(iv)  With
      a
      copy (which shall not constitute notice) to:







White
      & Case LLP


1155
      Avenue of the Americas


New
      York,
      New York 10036


Attn:
      Thomas P. Higgins, Esq.


Telephone:
      212-819-8813


Facsimile:
      212-354-8113


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Section
      5.  Miscellaneous.




(a)  Entire
      Agreement; Amendments and Modification .
      This
      Agreement constitutes the entire agreement between the parties hereto with
      respect to the subject matter hereof and supersedes all prior agreements and
      understandings, both written and oral, between the parties with respect thereto.
      This Agreement may not be amended, modified or rescinded except by an instrument
      in writing signed by each of the parties hereto.




(b)  Assignment .
      Except
      as permitted herein, neither this Agreement nor any right, interest or
      obligation hereunder may be assigned by any of the parties without the prior
      written consent of Plainfield and any attempt to do so shall be null and void; *provided,
      however* ,
      that no
      assignment by any of the parties of any of its rights, interests or obligations
      hereunder shall relieve such party of its obligations under this
      Agreement.




(c)  Governing
      Law; Submission to Jurisdiction . THIS
      AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF
      THE
      STATE OF NEW YORK WITHOUT REGARD TO THE PRINCIPLES OF CONFLICTS OF LAW
      THEREOF .
      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, EACH PARTY HERETO HEREBY
      IRREVOCABLY ACCEPTS FOR ITSELF AND IN RESPECT OF ITS PROPERTY, GENERALLY AND
      UNCONDITIONALLY, THE JURISDICTION OF THE AFORESAID COURTS. EACH PARTY HERETO
      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. EACH PARTY HERETO
      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 SECTION 6.6, SUCH SERVICE TO BECOME EFFECTIVE 30 DAYS AFTER SUCH
      MAILING. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES ANY OBJECTION TO SUCH
      SERVICE OF PROCESS AND FURTHER IRREVOCABLY WAIVES AND AGREE 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
      ANY PARTY HERETO TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR TO
      COMMENCE LEGAL PROCEEDINGS OR OTHERWISE PROCEED AGAINST ANOTHER PARTY IN ANY
      OTHER JURISDICTION. EACH PARTY HERETO 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 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.




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(d)  No
      Third Party Beneficiaries .
      This
      Agreement is not intended, and shall not be deemed, to confer any rights or
      remedies upon any person other than the parties hereto and their respective
      successors and permitted assigns.




(e)  Severability .
      If any
      term or other provision of this Agreement is invalid, illegal or incapable
      of
      being enforced by any rule of law, or public policy, all other conditions and
      provisions of this Agreement shall nevertheless remain in full force and effect.
      Upon such determination that any term or other provision is invalid, illegal
      or
      incapable of being enforced, the parties hereto shall negotiate in good faith
      to
      modify this Agreement so as to effect the original intent of the parties as
      closely as possible to the fullest extent permitted by applicable law in a
      mutually acceptable manner in order that the terms of this Agreement remain
      as
      originally contemplated to the fullest extent possible.




(f)  Interpretation .
      When
      reference is made in this Agreement to a Section, such reference shall be to
      a
      Section of this Agreement, unless otherwise indicated. The headings contained
      in
      this Agreement are for convenience of reference only and shall not affect in
      any
      way the meaning or interpretation of this Agreement. The language used in this
      Agreement shall be deemed to be the language chosen by the parties hereto to
      express their mutual intent, and no rule of strict construction shall be applied
      against any party. Whenever the context may require, any pronouns used in this
      Agreement shall include the corresponding masculine, feminine or neuter forms,
      and the singular form of nouns and pronouns shall include the plural, and vice
      versa. Any reference to any federal, state, local or foreign statute or law
      shall be deemed also to refer to all rules and regulations promulgated
      thereunder, unless the context requires otherwise. Whenever the words “include,”
“includes” or “including” are used in this Agreement, they shall be deemed to be
      followed by the words “without limitation.” No summary of this Agreement
      prepared by the parties shall affect in any way the meaning or interpretation
      of
      this Agreement.




(g)  Headings .
      The
      headings in this Agreement are solely for convenience of reference and shall
      be
      given no effect in the construction or interpretation of this
      Agreement.




(h)  Counterparts .
      This
      Agreement may be executed in counterparts and by the different parties in
      separate counterparts, each of which when so executed shall be deemed an
      original and all of which taken together shall constitute one and the same
      agreement.






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







**PURE
      BIOFUELS CORP.**





By: /s/
      Luis Goyzueta


Print
      Name: Luis Goyzueta


Title:
      Chief Executive Officer





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**PLAINFIELD
      PERU I LLC**






By: /s/
      Steven Segaloff


Print
      Name: Steven Segaloff


Title:
      Authorized Signatory








**PLAINFIELD
      PERU II LLC**






By: /s/
      Steven Segaloff


Print
      Name: Steven Segaloff


Title:
      Authorized Signatory










NEWY1\8164595.2


**Stockholders**





**LUIS
      GOYZUETA**








/s/
      Luis Gozyeuta






NEWY1\8164595.2