**E** **xhibit
      10.7**




**FINANCING
      CONTINGENCY ESCROW AGREEMENT**




THIS
      FINANCING CONTINGENCY ESCROW AGREEMENT made as
      of the 22
      day of
      June, 2007.




AMONG:




**PURE
      BIOFUELS CORP.,** a Nevada
      corporation with an address at Suite
      203
      - 910 Richards Street Vancouver, British Columbia Canada V6B 3C1




(“ **PBOF** ”)




AND:




**THE
      UNDERSIGNED SHAREHOLDERS OF PBOF AS LISTED ON SCHEDULE 1 ATTACHED HERETO**




(the
      " **Shareholders** ") ****




AND:




**THE
      UNDERSIGNED PARTIES AS LISTED ON SCHEDULE 2 ATTACHED HERETO**




AND:




**U.S.
      Bank National Association,** a
      national banking association with a corporate trust services office at 225
      Asylum Street, 23 rd Floor,
      Hartford, CT 06103, attention: Corporate Trust Services




(the
      “ **Escrow
      Agent** ”)




**WITNESS
      THAT WHEREAS:**




A.  The
      Shareholders and PBOF wish to appoint the Escrow Agent to accept, hold and
      deliver, pursuant to the terms of this Agreement, 6,000,000 shares of common
      stock of PBOF registered in the respective names and in the respective numbers
      of shares as set out in Schedule 1 attached hereto (the “ **Shares** ”);




B.  PBOF
      intends to enter into a financing
      transaction or series of transactions pursuant to which PBOF plans to raise
      gross proceeds of at least $7.5 million dollars (each such transaction, a
“ **Financing** ”);
      and









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C.  The
      Shareholders and PBOF have agreed that the Shares will be held by the Escrow
      Agent and released only in accordance with this Agreement.




THEREFORE,
      in consideration of the mutual covenants and agreements herein contained and
      other good and valuable consideration (the receipt and sufficiency of which
      are
      hereby acknowledged), the parties covenant and agree as follows:




*1.* *INTERPRETATION*




1.1  In
      this
      Agreement:




(a)
            the
                headings have been inserted for convenience of reference only and
                in no
                way define, limit, or enlarge the scope or meaning of the provisions
                of
                this Agreement;




(b)
            all
                references to any party, whether a party to this Agreement or not,
                will be
                read with such changes in number and gender as the context or reference
                requires; and




(c)
            when
                the context hereof makes it possible, the word “person” includes in its
                meaning any firm and any body corporate or
                politic.




*2.* *DEPOSIT
        INTO ESCROW*




2.1  The
      Shareholders will, upon execution of this Agreement, deliver the Shares and
      fully executed stock powers of attorney, signatures guaranteed as required
      by
      the transfer agent of PBOF (the “ **PAs** ”),
      to
      the Escrow Agent and the Escrow Agent will hold the Shares and the PAs in escrow
      subject to the terms and conditions of this Agreement.




*3.* *ESCROW
        PROVISIONS*




3.1  The
      Shareholders and PBOF hereby direct the Escrow Agent to retain the Shares and
      the PAs and not to cause anything to be done to release the same from escrow
      except in accordance with this Agreement. The Escrow Agent accepts its
      responsibilities hereunder and agrees to perform them in accordance with the
      terms hereof.




3.2  The
      Escrow Agent will hold the Shares and the PAs in escrow and will, unless
      prohibited by an order of a court of competent jurisdiction, deliver the Shares
      and PAs as follows:




(a)
            within
                five business days after its receipton
                or before August 30, 2007 of a certificatein
                the form attached hereto as Exhibit A signed by each of PBOF, the
                Shareholders and the parties listed on Schedule 2to
                the effect that PBOF has completed a Financing**,**the Escrow Agent shall deliver Shares and related PAs to each of
                thepartiesin
                the numbers of Shares set out on Schedule 2 multiplied by a fraction,
                the
                numerator being the aggregate amount raised in such Financing and
                the
                denominator being $7.5 million, and at the addresses set out on Schedule
                2
                or at such other addresses as such parties shall instruct the Escrow
                Agent
                in writing from time to time. For purposes of this Section 3.2, the
                parties other than the Escrow Agent agree among themselves that a
                “Financing” shall include any equityor
                debt****financing
                involving, without limitation, the issuance of common stock, promissory
                notes,convertible
                debentures**,**warrants,
                preferred stock or other exercisable or convertible securities****(or
                any combination thereof).
                For the avoidance of doubt, the parties other than the Escrow Agent
                agree
                among themselves that, in the event they instruct the Escrow Agent
                to
                deliver the Shares in accordance with this Section 3.2(a), they will
                instruct the Escrow Agent to transfer such Shares so that the Shares
                previously owned by and registered in the names of theShareholdersset forth in Schedule 1 shall be delivered to and re-registered in
                the
                names of the persons set forth in****Schedule
                2 in the amountscontemplated
                by this Section 3.2(a);
                or









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(b)
            if
                the Escrow Agent does not receive certificates contemplated by Section
                3.2(a) to the effect that Financings totalling at least $7.5 million
                have
                been completed on or before August 30, 2007, the Escrow Agentshall
                deliver the number of Shares and related PAs which have not been
                transferred by each Shareholder pursuant to Section 3.2(a) to each
                of theShareholdersat
                the addresses set out on Schedule 1 or at such other addresses as
                the
                Shareholders shall instruct the Escrow Agent in writing from time
                to
                time.




The
      period of time any of the Shares are held by the Escrow Agent pursuant to this
      Section 3.2 shall be referred to herein as the “Escrow Period.”




*4.* *RIGHTS
        OF SHAREHOLDERS IN THE SHARES*




4.1  The
      Shareholders, as the registered owners of the Shares, shall retain all of their
      rights as Shareholders of the Company during the Escrow Period, including,
      without limitation, the right to vote such shares, but not including the right
      to sell or transfer the Shares except as set forth in Section 4.3.




4.2  During
      the Escrow Period, all cash dividends payable with respect to the Shares shall
      be paid to the Shareholders, as the registered owners of the Shares. As used
      herein, the term “Shares” shall be deemed to include all
      non-cash dividends  distributed
      thereon, if any. PBOF agrees to deliver all such non-cash dividends attributable
      to the Shares to the Escrow Agent. Unless and until the Escrow Agent actually
      receives such non-cash dividends, it may assume without inquiry that no such
      non-cash dividends have been, or are required to be, paid.




4.3  During
      the Escrow Period, no sale, transfer ,
      assignment, encumbrance, pledge, hypothecation, or other
      disposition may be made by
      any
      Shareholder with respect to any or
      all of the Shares or its
      rights under this Agreement  except
      (i) by gift to an immediate family member of a Shareholder or to a trust, the beneficiary of
      which
      is a Shareholder or a member of the immediate family of a Shareholder, (ii)
      by
      virtue of the laws of descent and distribution upon the death
      of
      any Shareholder, or (iii) pursuant to a qualified domestic relations order;
      provided, however, that any such transfer may be
      implemented only upon the respective transferee’s written agreement to be bound
      by the terms and conditions of this Agreement delivered to, and in form and
      substance acceptable to, the Escrow Agent. Any
      such
      transfer that does not comply with the terms of this Section 4.3 shall be null
      and void and shall not be recognized in the books and records of the Company.









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*5.* *ESCROW
        AGENT*




5.1  In
      exercising the rights, duties and obligations prescribed or confirmed by this
      Agreement, the Escrow Agent will act honestly and in good faith and will
      exercise that degree of care, diligence and skill that a reasonably prudent
      person would exercise in comparable circumstances.




5.2  The
      Shareholders **,** PBOF and
      the
      parties listed on Schedule 2 **** agree
      from time to time and at all times hereafter to save,
      defend and keep harmless and fully indemnify the Escrow Agent, its officers,
      directors, employees, shareholders **,** successors
      and assigns from and against any
      and **** all losses ,
      costs,
      charges, suits, demands, claims, damages and expenses which the Escrow Agent,
      its officers,
      directors, employees, shareholders **,** successors
      or assigns may at any time or times hereafter bear, sustain, suffer or be put
      unto for or by reason or on account of its acting pursuant to this Agreement
      or
      anything in any manner relating thereto or by reason of the Escrow Agent’s
      compliance in good faith with the terms hereof.




5.3  In
      case
      proceedings should hereafter be taken in any court respecting the Shares, the
      Escrow Agent will not be obliged to defend any such action or submit its rights
      to the court until it has been indemnified by other good and sufficient security
      in addition to the indemnity given in Clause 5.2 against
      its costs of such proceedings **.** Such
      costs shall be advanced by the indemnifying party as requested by the Escrow
      Agent .




5.4  The
      Escrow Agent will have no responsibility in respect of loss of the Shares except
      the duty to exercise such care in the safekeeping of the stock certificates
      representing the Shares as it would exercise if the Shares belonged to the
      Escrow Agent. The Escrow Agent may act on the advice of counsel but will not
      be
      responsible for acting or failing to act on the advice of counsel.




5.5  The
      Escrow Agent will not be bound in any way by any contract between the other
      parties hereto whether or not it has notice thereof or of its terms and
      conditions and the only duty, liability and responsibility of the Escrow Agent
      will be to hold the certificates representing the Shares and the related PAs
      as
      herein directed and to pay and deliver the same to such persons and other such
      conditions as are herein set forth. The Escrow Agent will not be required to
      pass upon the sufficiency of any of the Shares or to ascertain whether or not
      the person or persons who have executed, signed or otherwise issued or
      authenticated the said documents have authority to so execute, sign or
      authorize, issue or authenticate the said documents or any of them, or that
      they
      are the same persons named therein or otherwise to pass upon any requirement
      of
      such instruments that may be essential for their validity, but it shall be
      sufficient for all purposes under this Agreement insofar as the Escrow Agent
      is
      concerned that the said documents are deposited with it as herein specified
      by
      the parties executing this Agreement with the Escrow Agent.




5.6  In
      the
      event that the Shares are attached, garnished or levied upon under any court
      order, or if the delivery of such property is stayed or enjoined by any court
      order or if any court order, judgment or decree is made or entered affecting
      such property or affecting any act by the Escrow Agent, the Escrow Agent may,
      in
      its sole discretion, obey and comply with all writs, orders, judgments or
      decrees so entered or issued, whether with or without jurisdiction,
      notwithstanding any provision of this Agreement to the contrary. If the Escrow
      Agent obeys and complies with any such writs, orders, judgments or decrees,
      it
      will not be liable to any of the parties hereto or to any other person, form
      or
      corporation by reason of such compliance, notwithstanding that such writs,
      orders, judgments or decrees may be subsequently reversed, modified, annulled,
      set aside or vacated.









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5.7  Except
      as
      herein otherwise provided, the Escrow Agent is authorized and directed to
      disregard in its sole discretion any and all notices and warnings which may
      be
      given to it by any of the parties hereto or by any other person, firm,
      association or corporation. It will, however, at its sole discretion, obey
      the
      order, judgment or decree of any court of competent jurisdiction, and it is
      hereby authorized to comply with and obey such orders, judgments or decrees
      and
      in case of such compliance, it shall not be liable by reason thereof to any
      of
      the parties hereto or to any other person, firm, association or corporation,
      even if thereafter any such order, judgment or decree may be reversed, modified,
      annulled, set aside or vacated.




5.8  If
      the
      Escrow Agent receives any valid court order contrary to the instructions
      contained in this Agreement, the Escrow Agent may continue to hold the Shares
      until the lawful determination of the issue between the parties
      hereto.




5.9  If
      written notice of protest is made by any of the Shareholders **,**  PBOF **** or
      any
      party listed on Schedule 2 to the
      Escrow Agent to any action contempl ated
      by
      the Escrow Agent under this Agreement, and such notice sets out reasons for
      such
      protest, the Escrow Agent may at its sole discretion continue to hold the Shares
      until the right to the documents is legally determined by a court of competent
      jurisdiction or otherwise.




5.10  The
      Escrow Agent may resign as Escrow Agent by giving not less than five (5) days’ written notice
      thereof to the Shareholders ,
      PBOF and the
      parties listed on Schedule 2. The
      Shareholders ,
      PBOF and the
      parties listed on Schedule 2 may
      terminate the Escrow Agent by giving not less than five (5) days’ written notice
      to
      the Escrow Agent. The resignation or termination of the Escrow Agent will be
      effective and the Escrow Agent will cease to be bound by this Agreement on
      the
      date that is five (5) days after the date of receipt of the termination notice
      given hereunder by
      all
      parties or
      on
      such other date as the Escrow Agent and the Shareholders ,
      PBOF and the
      parties listed on Schedule 2 may
      agree in
      writing .
      All
      indemnities granted to the Escrow Agent herein will survive the termination
      of
      this Agreement or the termination or resignation of the Escrow Agent. In the
      event of termination or resignation of the Escrow Agent for any reason, the
      Escrow Agent shall, within that five (5) days’ notice period deliver the Shares
      to the new escrow agent to be named in
      a
      writing signed by
      the
      Shareholders ,
      PBOF
      and the parties listed on Schedule 2 or as otherwise instructed in a writing
      signed by the Shareholders, PBOF and the parties listed on Schedule
      2.




5.11  Notwithstanding
      anything herein to the contrary, the Escrow Agent may act upon any written
      instructions given jointly by the Shareholders ,
      PBOF and  the
      parties listed on Schedule 2.




5.12  Notwithstanding
      anything to the contrary contained herein, in the event of any dispute arising
      between any of the Shareholders , PBOF , or the
      parties listed on Schedule 2, this
      Agreement or any matters arising thereto, the Escrow Agent may in its sole
      discretion deliver and interplead the Shares into court and such delivery and
      interpleading will be an effective discharge to the Escrow Agent.









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*6.* *FEES*




6.1  PBOF
      will
      pay all of the compensation of the Escrow Agent and will reimburse the Escrow
      Agent for any and all reasonable expenses, disbursements and advances made
      by
      the Escrow Agent in the negotiation, execution and delivery of, and the
      performance of its duties under this Agreement, including the reasonable fees,
      expenses and disbursements incurred by its counsel.




*7.* *GENERAL*




7.1  This
      Agreement contains the entire agreement of the parties hereto with respect
      to
      the subject matter hereof and, except as herein otherwise provided, no
      subsequent alteration, amendment, change, or addition to this Agreement will
      be
      binding upon the parties hereto unless reduced to writing and signed by all the
      parties.




7.2  This
      Agreement will enure to the benefit of and be binding upon the parties and
      their
      respective heirs, executors, administrators and successors.




7.3  The
      parties will execute and deliver all such further documents, do or cause to
      be
      done all such further acts and things, and give all such further assurances
      as
      may be necessary to give full effect to the provisions and intent of this
      Agreement.




7.4  This
      Agreement will be governed by and construed in accordance with the laws of
      the
      State of Colorado.




7.5  Any
      notice required or permitted to be given under this Agreement will be in writing
      and may be given by delivering, sending by electronic facsimile transmission
      or
      other means of electronic communication capable of producing a printed copy,
      or
      sending by prepaid registered mail, the notice to the following address:




(a)
            If
                to the Shareholders:




c/o
      Pure
      Biofuels Corp.


Suite
      203
      - 910 Richards Street


Vancouver,
      British Columbia


Canada
      V6B 3C1




Attention:  Luis
      Goyzueta


Telephone:  +511-221-7365


Facsimile:  +511-221-7347









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(b)
            If
                to PBOF:




Suite
      203
      - 910 Richards Street


Vancouver,
      British Columbia


Canada
      V6B 3C1




Attention:  Luis
      Goyzueta


Telephone:  +511-221-7365


Facsimile:  +511-221-7347




(c)
            If
                to the Escrow Agent:




(d)
            If
                to the Escrow Agent:




225
      Asylum Street, 23 rd Floor


Hartford,
      CT 06103


Attention:
      Corporate Trust Services (Pure Biofuels/PBOF 2007 financing contingency
      escrow)




Attention:  Philip
      G.
      Kane, Jr.


Telephone:  (860)
      241-6842


Facsimile:  (860)
      241-6881




or
      to
      such other address as any party may specify by notice in writing to another
      party. Any notice delivered or sent by electronic facsimile transmission or
      other means of electronic communication capable of producing a printed copy
      on a
      business day will be deemed conclusively to have been effectively given on
      the
      day the notice was delivered, or the electronic communication was successfully
      transmitted, as the case may be. Any notice sent by prepaid registered mail
      will
      be deemed conclusively to have been effectively given on the third business
      day
      after posting; but if at the time of posting or between the time of posting
      and
      the third business day thereafter there is a strike, lockout, or other labour
      disturbance affecting postal service, then the notice will not be effectively
      given until actually delivered. Notwithstanding the foregoing, notices addressed
      to the Escrow Agent shall be effective only upon actual receipt.




7.6  Time
      is
      of the essence of this Agreement.




7.7  It
      is
      understood and agreed by the parties to this Agreement that the only duties
      and
      obligations of the Escrow Agent are those specifically stated herein and no
      other.




7.8  This
      Agreement may be executed in one or more counterparts, all of which will be
      considered one and the same agreement and will become effective when one or
      more
      counterparts have been signed by each of the parties and delivered to the other
      parties, it being understood that all parties need not sign the same
      counterpart. This Agreement may be executed by delivery of executed signature
      pages by fax and such fax execution will be effective for all
      purposes.









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7.9   Each
      of
      the parties to this Agreement, other than the Escrow Agent, each shall provide
      to the Escrow Agent such information as the Escrow Agent may require to permit
      the Escrow Agent to comply with its obligations under the USA Patriot
      Act.




**[The
      Remainder of This Page is Intentionally Left Blank]**









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IN
      WITNESS WHEREOF the parties have caused this Agreement to be executed as of
      the
      day and year first written above.




**U.S.
                BANK NATIONAL ASSOCIATION,**as
                Escrow AgentPer:/s/
                Mark A. ForgettaName:
                Mark A. ForgettaTitle:
                Vice
                President


**PURE BIOFUELS
              CORP.**Per:/s/
                  Luis GoyzuetaName:
                  Luis GoyzuetaTitle:
                President and Director




**ARC INVESTMENT PARTNERS,
                LLC**Per:/s/
                  Adam RosemanName:
                    Adam RosemanTitle:
                  Manager
  **TAPIRDO ENTERPRISES,
                LLC**Per:/s/
                  Adam RosemanName:
                    Adam RosemanTitle:
                  Manager




**SGM CAPITAL, LLC**Per:/s/
                  Steven MagamiName:
                  Steven MagamiTitle:
                  Managing Member




/s/
              Luis Goyzueta**LUIS
              GOYZUETA**










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        10 -




/s/ David Clifton**DAVID
                CLIFTON**


/s/ Hiroshi Dejaeghere**HIROSHI
                    DEJAEGHERE**


/s/ Joy Clifton**JOY
                    CLIFTON**