Exhibit 5.5

CONSULTING AGREEMENT

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

AMONG:

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

> 
TAI CONSULTING, a non-incorporated corporate entity having a business office at 11051 Blundell Road, Richmond, British Columbia, Canada V6Y 1L4

(the "Consultant") 

OF THE SECOND PART

AND:

> 
ANDREW TAI, of 11051 Blundell Road, Richmond, British Columbia, Canada V6Y 1L4

(the "Contractor") 

OF THE THIRD PART

WHEREAS:

A.         The Company wishes to retain the Consultant to assist with itsinvestor relations and the Consultant has agreed to assist with the investorrelations of the Company in accordance with the terms of this agreement (the"Agreement"). 

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 Contractorwill be assigned by the Consultant to provide the services to the Company.  Theservices shall not be provided by any other employee or agent of the Consultantother than the Contractor, unless the Company has approved such other person inwriting and in advance.

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 performing its services hereunder,the Consultant and Contractor shall be independent contractors and not employeesor agents of the Company.  Nothing in this Agreement shall be deemed to requirethe Consultant and Contractor to provide their services exclusively to the 

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Company and theConsultant and Contractor hereby acknowledge that the Company is not requiredand shall not be required to make any remittances and payments required of theemployers by statute on the Consultant's behalf and the Consultant or any of itsagents or employees shall not be entitled to the fringe benefits provided by theCompany 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 Contractor agrees to provide the followingservices to the Company:

(a)        assist with the investor relations of the Company pursuant tothe terms and conditions of this Agreement;

(b)        implement or cause to be implemented decisions of the Companyat the instruction of the Company;

(c)        at all times, be subject to the direction of the Company andshall keep the Company informed as to all matters concerning its activitiesincluding a copy of any materials to be distributed prior to their use; and

(d)        meet the performance standards that may be reasonablyprescribed by the Company from time to time.

2.2       Contractor's Activities.  The Contractor shall:

(a)        conform to all lawful instructions and directions from time totime given to him by the Chief Executive Officer and Board of Directors of theCompany;

(b)        devote sufficient time and attention to the business andaffairs of the Company as is required to fulfill its obligations hereunder;

(c)        provide detailed objectives, budget and action plan, at therequest of the Company;

(d)        set objectives for and monitor any investor relationscampaigns recommended by and paid for by the Company and provide monthly reportsto the Company for investor relations activities;

(e)        assist with co-ordinating and disseminating news andinformation of the Company to the public and to the shareholders of the Company;

(f)         initiate and maintain contact with brokers and brokeragehouses to provide them with the news of the Company;

(g)        travel to and attend trade shows to promote the interests ofthe Company and the Company's business with the prior approval of the CEO of theCompany; 

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

(i)         foster a positive reputation of the Company and itssecurities in the market place;

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(j)         notify the Company of any major inquiry, complaint or requestmade by the general public or any regulatory authority and deliver to theCompany copies of any supporting papers received in connection with suchinquiry, complaint or request;

(k)        perform any other services or functions reasonably required bythe Company and within the general scope of the Contractor's duties as set forthin this Agreement and otherwise operate and manage investor relations for theCompany in accordance with and as limited by this Agreement and applicable lawsand regulatory requirements;

(l)         perform all other functions relating to investor relationactivities of the Company as may be customary and usual for a company of thesize and nature of the Company, in accordance with and as limited by thisAgreement;

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

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

provided that atall times the Contractor shall comply with regulatory requirements andguidelines respecting the conduct of its activities.  In particular, theContractor will, to the best of his ability, assume responsibility to ensurethat:

(o)        no promotional activities that extend beyond providing factualinformation and into the area of analyzing that information or providingopinions as to future performance of the Company or its securities will beconducted; and

(p)        promotional activities associated with financing will notinclude any  unusual effort to prepare the market or create a demand for thesecurity.

2.3        Dissemination of Information.  The Contractor shall notdisseminate or spread false or misleading information relating to the Company toany person. The Contractor shall disseminate only news and information which isspecifically authorized in writing by the Company. No act or omission by theCompany shall act to waive the requirements of this section 2.3.

2.4        Impossibility of Performance.  If the performance of any dutyof the Contractor set forth in this Agreement is beyond the reasonable controlof the Contractor, the Contractor shall nonetheless be obliged to use reasonablycommercial efforts to perform such duty and to notify the Company if theperformance of such duty is beyond its reasonable control.

**3.         COMPENSATION**

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

(a)        Consulting fees of US$3,000 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$7,500, payableupon the day this Agreement is duly executed by all parties.

After every calendar month, theConsultant and Contractor will provide the Company with a detailed invoice,itemizing the daily activities that were performed and the time incurred. Within five (5) business days of receiving the Consultant's monthly invoices,the Company will pay the Consultant the amount indicated on the invoice.  If theCompany disagrees with the amounts or descriptions indicated on the invoice, theCompany will ask the Consultant to justify the amounts or descriptions.  Paymentwill not be made until the Consultant has made the justifications.

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

3.4       Access to Company Information.  The Company shall makeavailable to the Contractor such information and data and shall permit theContractor to have access to such documents or premises as are reasonablynecessary to enable it to perform the services provided for under thisAgreement, excluding undisclosed information.

**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 withall applicable 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 and Contractor have not beensubject to any sanctions or administrative proceedings by any securitiesregulatory authority.

**5.         TERM, RENEWAL AND TERMINATION**

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

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

5.3       Termination.  This Agreement may be terminated:

(a)        immediately by the Company upon default or breach by 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:

(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 or 

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serious neglector misconduct in the discharge of its duties hereunder, or if notified of adefault and given time to remedy or cure the default by the Company, theContractor fails to fully cure or remedy such failure, breach or default; 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;

(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.

5.4       Automatic Termination.  If during the term of this Agreement,the shares of the Company are cease traded or halted by regulatory authoritiesfor a period of more than 30 days, this Agreement will automatically terminatewithout liability to either party, subject to the option of the Company tocontinue this Agreement.

**6.         CONFIDENTIALITY**

6.1       Ownership of Work Product.  All reports, documents, concepts,products and processes together with any marketing schemes, business and salescontracts, and any business opportunities prepared, produced, developed, oracquired, by or at the direction of the Contractor, directly or indirectly, inconnection with or otherwise developed or first reduced to practice by theContractor in the performance of its obligations hereunder (collectively, the"Work Product") shall belong exclusively to the Company which shall be entitled,exclusively, to all right, interest, profits or benefits in respect thereof.  Nocopies, summaries or other reproductions of any Work Product shall be made bythe Contractor without the express permission in writing of the Company.

6.2       Confidentiality.  Except as authorized or required by itsduties, the Contractor shall not reveal to any person any of the trade secrets,secret or confidential operations, processes or dealings, or any informationconcerning the organization, business, finances, transactions or other affairsof the Company of which he becomes aware during the term of this Agreement. TheContractor shall keep secret all confidential information entrusted to it 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 Contractoragrees that if any confidential information is requested by subpoena or court,governmental or regulatory order, he will notify the Company as soon aspracticable and if requested by 

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the Company, hewill undertake his best efforts to assist the Company in obtaining aconfidentiality order from the court or governmental or regulatory agencyrequesting such information.  The Contractor shall comply with such directionsas the Company shall make to ensure the safeguarding or confidentiality of allsuch information.

6.3       Standard of Conduct.  The Consultant and Contractor covenantand agree with the Company that the Consultant and Contractor will not engage inany activities which would bring the Company's reputation into disrepute.

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

6.5       Fiduciary Obligations.  Without limiting the generality of theforegoing, during the term of this Agreement, the Contractor shall not act inany manner contrary to the terms of this Agreement, or contrary to the bestinterests of the Company.

**7.         INDEPENDENT LEGAL ADVICE**

7.1       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.

**8.         MISCELLANEOUS**

8.1       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.

8.2       Enurement.  This Agreement shall enure to the benefit of and bebinding upon each of the parties and their respective heirs and successors. 

8.3       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. 

8.4       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.

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8.5       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.

8.6       Governing Law.  This Agreement shall be governed by the laws ofthe Province of British Columbia.

8.7       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.

8.8       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.

8.9       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.

8.10      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.

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

8.12     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:
)		)		)		)		)		)		)
**TAI CONSULTING**
/s/ David Clifton
 
 
Signature
 
 
 
per:
/s/ Andrew Tai
Print Name
 
Andrew Tai, Principal
WITNESS:
)		)		)		)		)		)		)
 
/s/ David Clifton
 
Signature
 
 
/s/ Andrew Tai
Print Name
**ANDREW TAI**
 
 
 

 

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