**Exhibit
        4.3**
 
 **WARRANT**
 
 THE
        SECURITIES REPRESENTED BY THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE
        SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS.
        THE
        SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE OFFERED FOR SALE,
        SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION
        STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED,
        OR
        APPLICABLE STATE SECURITIES LAWS, OR AN OPINION OF COUNSEL IN A FORM REASONABLY
        SATISFACTORY TO THE ISSUER THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT
        OR
        APPLICABLE STATE SECURITIES LAWS OR UNLESS SOLD PURSUANT TO RULE 144 UNDER
        SAID
        ACT.
 
 **PURE
        BIOFUELS CORP.**
 
 **Warrant
        To Purchase Common Stock**
 Warrant
                    No.: PBOF-1-2
                Number
                    of Shares:
                200,000Warrant
                    Exercise Price:
                $1.078Expiration
                    Date:
                April
                    19, 2012
  Pure
        Biofuels Corp., a Nevada corporation (the “ Company ”),
        hereby certifies that, for good and valuable consideration, the receipt and
        sufficiency of which are hereby acknowledged, **Wharton**  **Capital
        Partners, Ltd.** (the
“ Holder ”),
        the
        registered holder hereof or its permitted assigns, is entitled, subject to
        the
        terms set forth below, to purchase from the Company upon surrender of this
        Warrant, at any time or times on or after the date hereof, but not after
        11:59 P.M. Eastern Time on the Expiration Date (as defined herein) up to
        200,000 fully paid and nonassessable shares of Common Stock (as defined herein)
        of the Company (the “ Warrant
        Shares ”)
        at the
        exercise price per share provided in Section 1(a) below or as subsequently
        adjusted; provided, however, that in no event shall the holder be entitled
        to
        exercise this Warrant for a number of Warrant Shares in excess of that number
        of
        Warrant Shares which, upon giving effect to such exercise, would cause the
        aggregate number of shares of Common Stock beneficially owned by the holder
        and
        its affiliates to exceed 4.99% of the outstanding shares of the Common Stock
        following such exercise (however, such restriction may be waived by Holder
        (but
        only as to itself and not to any other holder) upon not less than 65 days
        prior
        notice to the Company). For purposes of the foregoing proviso, the aggregate
        number of shares of Common Stock beneficially owned by the holder and its
        affiliates shall include the number of shares of Common Stock issuable upon
        exercise of this Warrant with respect to which the determination of such
        proviso
        is being made, but shall exclude shares of Common Stock which would be issuable
        upon (i) exercise of the remaining, unexercised Warrants beneficially owned
        by the holder and its affiliates and (ii) exercise or conversion of the
        unexercised or unconverted portion of any other securities of the Company
        beneficially owned by the holder and its affiliates (including, without
        limitation, any convertible notes or preferred stock) subject to a limitation
        on
        conversion or exercise analogous to the limitation contained herein. Except
        as
        set forth in the preceding sentence, for purposes of this paragraph, beneficial
        ownership shall be calculated in accordance with Section 13(d) of the Securities
        Exchange Act of 1934, as amended. For purposes of this Warrant, in determining
        the number of outstanding shares of Common Stock a holder may rely on the
        number
        of outstanding shares of Common Stock as reflected in (1) the Company’s most
        recent Form 10-QSB or Form 10-KSB, as the case may be, (2) a more recent
        public
        announcement by the Company or (3) any other notice by the Company or its
        transfer agent setting forth the number of shares of Common Stock outstanding.
        Upon the written request of any holder, the Company shall promptly, but in
        no
        event later than one (1) Business Day following the receipt of such notice,
        confirm in writing to any such holder the number of shares of Common Stock
        then
        outstanding. In any case, the number of outstanding shares of Common Stock
        shall
        be determined after giving effect to the exercise of Warrants (as defined
        below)
        by such holder and its affiliates since the date as of which such number
        of
        outstanding shares of Common Stock was reported.
  
  Section
        1.
 
 (a)  Definitions .
        The
        following words and terms as used in this Warrant shall have the following
        meanings:
 
 (i)  “ Business
        Day ”
means
        any day other than Saturday, Sunday or other day on which commercial banks
        in
        the City of New York are authorized or required by law to remain
        closed.
 
 (ii)  “ Closing
        Bid Price ”
means
        the closing bid price of Common Stock as quoted on the Principal Market (as
        reported by Bloomberg Financial Markets (“ Bloomberg ”)
        through its “Volume at Price” function).
 
 (iii)  “ Common
        Stock ”
means
        (i) the Company’s common stock, par value $0.001 per share, and
        (ii) any capital stock into which such Common Stock shall have been changed
        or any capital stock resulting from a reclassification of such Common
        Stock.
 
 (iv)  “ Expiration
        Date ”
means
        April 19, 2012.
 
 (v)  “ Issuance
        Date ”
means
        the date hereof.
 
 (vi)  “ Person ”
means
        an individual, a limited liability company, a partnership, a joint venture,
        a
        corporation, a trust, an unincorporated organization and a government or
        any
        department or agency thereof.
 
 (vii)  “ Securities
        Act ”
means
        the Securities Act of 1933, as amended.
 
 (viii)  “ Warrant ”
means
        this Warrant and all Warrants issued in exchange, transfer or replacement
        thereof.
  2
  (ix)  “ Warrant
        Exercise Price ”
shall
        be $1.078 or as subsequently adjusted as provided in Section 9 hereof.
 
 (b)  Other
        Definitional Provisions.
 
 (i)  Except
        as
        otherwise specified herein, all references herein (A) to the Company shall
        be deemed to include the Company’s successors and (B) to any applicable law
        defined or referred to herein shall be deemed references to such applicable
        law
        as the same may have been or may be amended or supplemented from time to
        time.
 
 (ii)  When
        used
        in this Warrant, the words “ herein ”,
        “ hereof ”,
        and
“ hereunder **”** and
        words of similar import, shall refer to this Warrant as a whole and not to
        any
        provision of this Warrant, and the words “ Section ”,
        “ Schedule ”,
        and
“ Exhibit ”
shall
        refer to Sections of, and Schedules and Exhibits to, this Warrant unless
        otherwise specified.
 
 (iii)  Whenever
        the context so requires, the neuter gender includes the masculine or feminine,
        and the singular number includes the plural, and vice versa.
 
 Section
        2.  Exercise
        of Warrant .
 
 Subject
        to the terms and conditions hereof, this Warrant may be exercised by the
        holder
        hereof then registered on the books of the Company, pro rata as hereinafter
        provided, at any time on any Business Day on or after the opening of business
        on
        such Business Day, commencing with the first day after the date hereof, and
        prior to 11:59 P.M. Eastern Time on the Expiration Date by delivery of a
        written notice, in the form of the subscription notice attached as Exhibit
        A hereto
        (the “ Exercise
        Notice ”),
        of
        such holder’s election to exercise this Warrant, which notice shall specify the
        number of Warrant Shares to be purchased, payment to the Company of an
        amount equal to the Warrant Exercise Price(s) applicable to the Warrant Shares
        being purchased, multiplied by the number of Warrant Shares (at the
        applicable Warrant Exercise Price) as to which this Warrant is being
        exercised (plus any applicable issue or transfer taxes) (the “ Aggregate
        Exercise Price ”)
        in
        cash or wire transfer of immediately available funds and the surrender of
        this
        Warrant (or an indemnification undertaking with respect to this Warrant in
        the
        case of its loss, theft or destruction) to a common carrier for overnight
        delivery to the Company as soon as practicable following such date.
 
 In
        the
        event of any exercise of the rights represented by this Warrant in compliance
        with this Section 2, the Company shall on or before the fifth (5th)
        Business Day following the date of receipt of the Exercise Notice, the Aggregate
        Exercise Price and this Warrant (or an indemnification undertaking with respect
        to this Warrant in the case of its loss, theft or destruction) and the receipt
        of the representations of the holder specified in Section 6 hereof, if requested
        by the Company (the “ Exercise
        Delivery Documents ”),
        and
        if the Common Stock is DTC eligible, credit such aggregate number of shares
        of
        Common Stock to which the holder shall be entitled to the holder’s or its
        designee’s balance account with The Depository Trust Company; provided, however,
        if the holder who submitted the Exercise Notice requested physical delivery
        of
        any or all of the Warrant Shares, or, if the Common Stock is not DTC eligible
        then the Company shall, on or before the fifth (5 th )
        Business Day following receipt of the Exercise Delivery Documents, issue
        and
        surrender to a common carrier for overnight delivery to the address specified
        in
        the Exercise Notice, a certificate, registered in the name of the holder,
        for
        the number of shares of Common Stock to which the holder shall be entitled
        pursuant to such request. Upon delivery of the Exercise Notice and Aggregate
        Exercise Price referred to above the holder of this Warrant shall be deemed
        for
        all corporate purposes to have become the holder of record of the Warrant
        Shares
        with respect to which this Warrant has been exercised. In the case of a dispute
        as to the determination of the Warrant Exercise Price, the Closing Bid Price
        or
        the arithmetic calculation of the Warrant Shares, the Company shall promptly
        issue to the holder the number of Warrant Shares that is not disputed and
        shall
        submit the disputed determinations or arithmetic calculations to the holder
        via
        facsimile within one (1) Business Day of receipt of the holder’s Exercise
        Notice.
  3
  (a)  If
        the
        holder and the Company are unable to agree upon the determination of the
        Warrant
        Exercise Price or arithmetic calculation of the Warrant Shares within one
        (1)
        day of such disputed determination or arithmetic calculation being submitted
        to
        the holder, then the Company shall immediately submit via facsimile (i) the
        disputed determination of the Warrant Exercise Price or the Closing Bid Price
        to
        an independent, reputable investment banking firm or (ii) the disputed
        arithmetic calculation of the Warrant Shares to its independent, outside
        accountant. The Company shall cause the investment banking firm or the
        accountant, as the case may be, to perform the determinations or calculations
        and notify the Company and the holder of the results no later than forty-eight
        (48) hours from the time it receives the disputed determinations or
        calculations. Such investment banking firm’s or accountant’s determination or
        calculation, as the case may be, shall be deemed conclusive absent manifest
        error.
 
 (b)  Unless
        the rights represented by this Warrant shall have expired or shall have been
        fully exercised, the Company shall, as soon as practicable and in no event
        later
        than five (5) Business Days after any exercise and at its own expense, issue
        a
        new Warrant identical in all respects to this Warrant exercised except it
        shall
        represent rights to purchase the number of Warrant Shares purchasable
        immediately prior to such exercise under this Warrant exercised, less the
        number
        of Warrant Shares with respect to which such Warrant is exercised.
 
 (c)  No
        fractional Warrant Shares are to be issued upon any pro rata exercise of
        this
        Warrant, but rather the number of Warrant Shares issued upon such exercise
        of
        this Warrant shall be rounded up or down to the nearest whole
        number.
 
 Section
        3.  Requirements
        for Transfer .
 
 
 (a)  This
        Warrant shall not be sold or transferred unless either: (i) it shall have
        been
        registered under the Securities Act, or (ii) the Company first shall have
        been
        furnished with an opinion of legal counsel, reasonably satisfactory to the
        Company, to the effect that such sale or transfer is exempt from the
        registration requirements of the Securities Act.
 
 (b)  Notwithstanding
        the foregoing, no registration or opinion of counsel shall be required for
        (i) a
        transfer by a holder of this Warrant which is a corporation to an affiliated
        corporation, a transfer by a holder of this Warrant which is a partnership
        to a
        partner of such partnership or a retired partner of such partnership or to
        the
        estate of any such partner or retired partner, or a transfer by a holder
        of this
        Warrant which is a limited liability company to a member of such limited
        liability company or a retired member or the estate of any such member or
        retired member, provided that the transferee in each case agrees in writing
        to
        be subject to the terms of this Section 4, or (ii) a transfer made in accordance
        with Rule 144 under the Securities Act.
  4
  Section
        4.  Covenants
        as to Common Stock .
        The
        Company hereby covenants and agrees as follows:
 
 (a)  This
        Warrant is, and any Warrants issued in substitution for or replacement of
        this
        Warrant will upon issuance be, duly authorized and validly issued.
 
 (b)  All
        Warrant Shares which may be issued upon the exercise of the rights represented
        by this Warrant will, upon issuance, be validly issued, fully paid and
        nonassessable and free from all taxes, liens and charges with respect to
        the
        issue thereof.
 
 (c)  During
        the period within which the rights represented by this Warrant may be exercised,
        the Company will at all times have authorized and reserved at least one hundred
        percent (100%) of the number of shares of Common Stock needed to provide
        for the
        exercise of the rights then represented by this Warrant and the par value
        of
        said shares will at all times be less than or equal to the applicable Warrant
        Exercise Price. If at any time the Company does not have a sufficient number
        of
        shares of Common Stock authorized and available, then the Company shall call
        and
        hold a special meeting of its stockholders within sixty (60) days of that
        time for the purpose of increasing the number of authorized shares of Common
        Stock.
 
 (d)  If
        at any
        time after the date hereof the Company shall file a registration statement,
        the
        Company shall include the Warrant Shares issuable to the holder, pursuant
        to the
        terms of this Warrant and shall maintain, so long as any other shares of
        Common
        Stock shall be so listed, such listing of all Warrant Shares from time to
        time
        issuable upon the exercise of this Warrant; and the Company shall so list
        on
        each national securities exchange or automated quotation system, as the case
        may
        be, and shall maintain such listing of, any other shares of capital stock
        of the
        Company issuable upon the exercise of this Warrant if and so long as any
        shares
        of the same class shall be listed on such national securities exchange or
        automated quotation system.
 
 (e)  The
        Company will not, by amendment of its Articles of Incorporation or through
        any
        reorganization, transfer of assets, consolidation, merger, dissolution, issue
        or
        sale of securities, or any other voluntary action, avoid or seek to avoid
        the
        observance or performance of any of the terms to be observed or performed
        by it
        hereunder, but will at all times in good faith assist in the carrying out
        of all
        the provisions of this Warrant and in the taking of all such action as may
        reasonably be requested by the holder of this Warrant in order to protect
        the
        exercise privilege of the holder of this Warrant against dilution or other
        impairment, consistent with the tenor and purpose of this Warrant. The Company
        (i) will not increase the par value of any shares of Common Stock receivable
        upon the exercise of this Warrant above the Warrant Exercise Price then in
        effect, and (ii) will take all such actions as may be necessary or
        appropriate in order that the Company may validly and legally issue fully
        paid
        and nonassessable shares of Common Stock upon the exercise of this
        Warrant.
  5
  (f)  This
        Warrant will be binding upon any entity succeeding to the Company by merger,
        consolidation or acquisition of all or substantially all of the Company’s
        assets.
 
 Section
        5.  Taxes .
        The
        Company shall pay any and all taxes, except any applicable withholding, which
        may be payable with respect to the issuance and delivery of Warrant Shares
        upon
        exercise of this Warrant.
 
 Section
        6.  Warrant
        Holder Not Deemed a Stockholder .
        Except
        as otherwise specifically provided herein, no holder, as such, of this Warrant
        shall be entitled to vote or receive dividends or be deemed the holder of
        shares
        of capital stock of the Company for any purpose, nor shall anything contained
        in
        this Warrant be construed to confer upon the holder hereof, as such, any
        of the
        rights of a stockholder of the Company or any right to vote, give or withhold
        consent to any corporate action (whether any reorganization, issue of stock,
        reclassification of stock, consolidation, merger, conveyance or otherwise),
        receive notice of meetings, receive dividends or subscription rights, or
        otherwise, prior to the issuance to the holder of this Warrant of the Warrant
        Shares which he or she is then entitled to receive upon the due exercise
        of this
        Warrant. In addition, nothing contained in this Warrant shall be construed
        as
        imposing any liabilities on such holder to purchase any securities (upon
        exercise of this Warrant or otherwise) or as a stockholder of the Company,
        whether such liabilities are asserted by the Company or by creditors of the
        Company. Notwithstanding this Section 5, the Company will provide the holder
        of
        this Warrant with copies of the same notices and other information given
        to the
        stockholders of the Company generally, contemporaneously with the giving
        thereof
        to the stockholders.
 
 Section
        7.  Representations
        of Holder .
        The
        holder of this Warrant, by the acceptance hereof, represents that it is
        acquiring this Warrant and the Warrant Shares for its own account for investment
        only and not with a view towards, or for resale in connection with, the public
        sale or distribution of this Warrant or the Warrant Shares, except pursuant
        to
        sales registered or exempted under the Securities Act; provided, however,
        that
        by making the representations herein, the holder does not agree to hold this
        Warrant or any of the Warrant Shares for any minimum or other specific term
        and
        reserves the right to dispose of this Warrant and the Warrant Shares at any
        time
        in accordance with or pursuant to a registration statement or an exemption
        under
        the Securities Act. The holder of this Warrant further represents, by acceptance
        hereof, that, as of this date, such holder is an “accredited investor” as such
        term is defined in Rule 501(a)(1) of Regulation D promulgated by the
        Securities and Exchange Commission under the Securities Act (an “ Accredited
        Investor ”).
        Upon
        exercise of this Warrant the holder shall, if requested by the Company, confirm
        in writing, in a form satisfactory to the Company, that the Warrant Shares
        so
        purchased are being acquired solely for the holder’s own account and not as a
        nominee for any other party, for investment, and not with a view toward
        distribution or resale and that such holder is an Accredited Investor. If
        such
        holder cannot make such representations because they would be factually
        incorrect, it shall be a condition to such holder’s exercise of this Warrant
        that the Company receive such other representations as the Company considers
        reasonably necessary to assure the Company that the issuance of its securities
        upon exercise of this Warrant shall not violate any United States or state
        securities laws.
  6
  Section
        8.  Ownership
        and Transfer .
 
 (a)  The
        Company shall maintain at its principal executive offices (or such other
        office
        or agency of the Company as it may designate by notice to the holder hereof),
        a
        register for this Warrant, in which the Company shall record the name and
        address of the person in whose name this Warrant has been issued, as well
        as the
        name and address of each transferee. The Company may treat the person in
        whose
        name any Warrant is registered on the register as the owner and holder thereof
        for all purposes, notwithstanding any notice to the contrary, but in all
        events
        recognizing any transfers made in accordance with the terms of this
        Warrant.
 
 (b)  Subject
        to the provisions of Section 8, this Warrant and all rights hereunder are
        transferable, in whole or in part, upon surrender of this Warrant with a
        properly executed assignment (in the form of Exhibit
        B hereto)
        at the principal office of the Company at no cost to holder of this Warrant.
        The
        Company shall promptly process any such transfer and, the in the event such
        transfer was not completed to the reasonable satisfaction of the transferee
        prior to the Expiration Date, the Expiration Date shall be deemed to be
        automatically extended to the date that is ten (10) business days following
        the
        time the Company notifies any transferee that the transfer is complete and
        delivers to such transferee all warrant certificates or documents necessary
        in
        connection therewith.
 
 (c)  Until
        any
        transfer of this Warrant is made in the warrant register, the Company may
        treat
        the holder of this Warrant as the absolute owner hereof for all purposes; *provided,
        however* ,
        that if
        and when this Warrant is properly assigned in blank, the Company may (but
        shall
        not be obligated to) treat the bearer hereof as the absolute owner hereof
        for
        all purposes, notwithstanding any notice to the contrary.
 
 Section
        9.
 
 (a)  Adjustment
        of Warrant Exercise Price .
        The
        Company may at any time during the term of this Warrant reduce the then current
        Warrant Exercise Price to any amount and for any period of time deemed
        appropriate by the Board of Directors of the Company.
 
 (b)  Adjustment
        for Stock Splits and Combinations .
        If the
        Company shall at any time or from time to time after the Issuance Date effect
        a
        subdivision of the outstanding Common Stock or make or issue a dividend or
        other
        distribution payable in shares of Common Stock to the holders of Common Stock,
        the Warrant Exercise Price then in effect immediately before such event shall
        be
        proportionately decreased. If the Company shall at any time or from time
        to time
        after the Issuance Date combine the outstanding shares of Common Stock, the
        Warrant Exercise Price then in effect immediately before the combination
        shall
        be proportionately increased. Any adjustment under this paragraph shall become
        effective at the close of business on the date the subdivision or combination
        becomes effective.
 
 (c)  Adjustment
        in Number of Warrant Shares .
        When
        any adjustment is required to be made in the Warrant Exercise Price pursuant
        to
        Section 9(b), the number of Warrant Shares purchasable upon the exercise
        of this
        Warrant shall be changed to the number determined by dividing (i) an amount
        equal to the number of shares issuable upon the exercise of this Warrant
        immediately prior to such adjustment, multiplied by the Warrant Exercise
        Price
        in effect immediately prior to such adjustment, by (ii) the Warrant Exercise
        Price in effect immediately after such adjustment.
  7
  (c)  Adjustments
        for Other Dividends and Distributions .
        In the
        event the Company at any time or from time to time after the Issuance Date
        shall
        make or issue, or fix a record date for the determination of holders of Common
        Stock entitled to receive, a dividend or other distribution payable in
        securities of the Company (other than shares of Common Stock) or in cash
        or
        other property (other than cash out of earnings or earned surplus, determined
        in
        accordance with generally accepted accounting principles), then and in each
        such
        event provision shall be made so that the holder of this Warrant shall receive
        upon exercise hereof, in addition to the number of shares of Common Stock
        issuable hereunder, the kind and amount of securities of the Company and/or
        cash
        and other property which the holder of this Warrant would have been entitled
        to
        receive had this Warrant been exercised for Common Stock on the date of such
        event and had the holder of this Warrant thereafter, during the period from
        the
        date of such event to and including the date of exercise of this Warrant,
        retained any such securities receivable, giving application to all adjustments
        called for during such period under this Section 9 with respect to the rights
        of
        the holder of this Warrant.
 
 (d)  Notices .
 
 (i)  Immediately
        upon any adjustment of the Warrant Exercise Price, the Company will give
        written
        notice thereof to the holder of this Warrant, setting forth in reasonable
        detail, and certifying, the calculation of such adjustment.
 
 (ii)  The
        Company will give written notice to the holder of this Warrant at least ten
        (10)
        days prior to the date on which the Company closes its books or takes a record
        (A) with respect to any dividend or distribution upon the Common Stock,
        (B) with respect to any pro rata subscription offer to holders of Common
        Stock or (C) for determining rights to vote with respect to any Organic
        Change (as defined below), dissolution or liquidation, provided that such
        information shall be made known to the public prior to or in conjunction
        with
        such notice being provided to such holder.
 
 (iii)  The
        Company will also give written notice to the holder of this Warrant at least
        ten
        (10) days prior to the date on which any Organic Change, dissolution or
        liquidation will take place, provided that such information shall be made
        known
        to the public prior to or in conjunction with such notice being provided
        to such
        holder.
 
 Section
        10.  Reorganization,
        Reclassification, Consolidation, Merger or Sale .
        Any
        recapitalization, reorganization, reclassification, consolidation, merger,
        sale
        of all or substantially all of the Company’s assets to another Person or other
        transaction in each case which is effected in such a way that holders of
        Common
        Stock are entitled to receive (either directly or upon subsequent liquidation)
        stock, securities or assets with respect to or in exchange for Common Stock
        is
        referred to herein as an “ Organic
        Change .”
Prior
        to the consummation of any (i) sale of all or substantially all of the Company’s
        assets to an acquiring Person or (ii) other Organic Change following which
        the
        Company is not a surviving entity, the Company will secure from the Person
        purchasing such assets or the successor resulting from such Organic Change
        (in
        each case, the “ Acquiring
        Entity ”)
        a
        written agreement (in form and substance satisfactory to the holders of Warrants
        representing at least two-thirds (iii) of the Warrant Shares issuable upon
        exercise of the Warrants then outstanding) to deliver to each holder of Warrants
        in exchange for such Warrants, a security of the Acquiring Entity evidenced
        by a
        written instrument substantially similar in form and substance to this Warrant
        and satisfactory to the holders of the Warrants (including an adjusted warrant
        exercise price equal to the value for the Common Stock reflected by the terms
        of
        such consolidation, merger or sale, and exercisable for a corresponding number
        of shares of Common Stock acquirable and receivable upon exercise of the
        Warrants without regard to any limitations on exercise, if the value so
        reflected is less than any Applicable Warrant Exercise Price immediately
        prior
        to such consolidation, merger or sale). Prior to the consummation of any
        other
        Organic Change, the Company shall make appropriate provision (in form and
        substance satisfactory to the holders of Warrants representing a
        majority **** of
        the
        Warrant Shares issuable upon exercise of the Warrants then outstanding) to
        insure that each of the holders of the Warrants will thereafter have the
        right
        to acquire and receive in lieu of or in addition to (as the case may be)
        the
        Warrant Shares immediately theretofore issuable and receivable upon the exercise
        of such holder’s Warrants (without regard to any limitations on exercise),
        such shares of stock, securities or assets that would have been issued or
        payable in such Organic Change with respect to or in exchange for the number
        of
        Warrant Shares which would have been issuable and receivable upon the exercise
        of such holder’s Warrant as of the date of such Organic Change (without taking
        into account any limitations or restrictions on the exercisability of this
        Warrant).
  8
  Section
        11.  Lost,
        Stolen, Mutilated or Destroyed Warrant .
        If this
        Warrant is lost, stolen, mutilated or destroyed, the Company shall promptly,
        on
        receipt of an indemnification undertaking (or, in the case of a mutilated
        Warrant, the Warrant), issue a new Warrant of like denomination and tenor
        as
        this Warrant so lost, stolen, mutilated or destroyed.
 
 Section
        12.  Notice .
        Any
        notices, consents, waivers or other communications required or permitted
        to be
        given under the terms of this Warrant must be in writing and will be deemed
        to
        have been delivered: (i) upon receipt, when delivered personally;
        (ii) upon receipt, when sent by facsimile (provided confirmation of receipt
        is received by the sending party transmission is mechanically or electronically
        generated and kept on file by the sending party); or (iii) one Business Day
        after deposit with a nationally recognized overnight delivery service, in
        each
        case properly addressed to the party to receive the same. The addresses and
        facsimile numbers for such communications shall be:
  If
                  to Holder:
              Wharton
                  Capital Partners, Ltd.444
                  Madison AvenueNew
                  York, NY 10022, 40th Fl.Attention:Barry
                  R. MinskyTelephone:212-765-6777Facsimile:212-888-7054If
                  to the Company, to:
              Pure
                  Biofuels Corp.Av.
                  Canaval y Moreyra 380 of 402San
                  Isidro, LimaPeruAttention:Luis
                  GoyzuetaTelephone:+511-221-7365Facsimile:+511-221-7347
  9
  With
                  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
 
 Each
        party shall provide five days’ prior written notice to the other party of any
        change in address or facsimile number. Written confirmation of receipt
        (A) given by the recipient of such notice, consent, facsimile, waiver or
        other communication, (or (B) provided by a nationally recognized overnight
        delivery service shall be rebuttable evidence of personal service, receipt
        by
        facsimile or receipt from a nationally recognized overnight delivery service
        in
        accordance with clause (i), (ii) or (iii) above, respectively.
 
 Section
        13.  Date .
        The
        date of this Warrant is set forth on page 1 hereof. This Warrant, in all
        events, shall be wholly void and of no effect after the close of business
        on the
        Expiration Date.
 
 Section
        14.  Amendment
        and Waiver .
        Except
        as otherwise provided herein, the provisions of the Warrants may be amended
        and
        the Company may take any action herein prohibited, or omit to perform any
        act
        herein required to be performed by it, only if the Company has obtained the
        written consent of the holders of Warrant representing at least two-thirds
        of
        the Warrant Shares issuable upon exercise of the Warrants then outstanding;
        provided that, no such action may increase the Warrant Exercise Price or
        decrease the number of shares or class of stock obtainable upon exercise
        of any
        Warrant without the written consent of the holder of such Warrant.
 
 Section
        15.  Descriptive
        Headings; Governing Law . This
        Warrant shall be governed by and construed in accordance with the internal
        laws
        of Nevada (without reference to the conflicts of law provisions thereof); *provided,
        however* ,
        that in
        the event the Company after the date hereof reincorporates (whether by means
        of
        merger or otherwise) under the laws of a different U.S. state, this Warrant
        shall thereafter be governed by the laws of such other U.S. state.
 
 **Section
        16.**  Waiver
        of Jury Trial . **AS
        A MATERIAL INDUCEMENT FOR EACH PARTY HERETO TO ENTER INTO THIS WARRANT, THE
        PARTIES HERETO HEREBY WAIVE ANY RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING
        RELATED IN ANY WAY TO THIS WARRANT AND/OR ANY AND ALL OF THE OTHER DOCUMENTS
        ASSOCIATED WITH THIS TRANSACTION.**
 
 
 **REMAINDER
        OF PAGE INTENTIONALLY LEFT BLANK**


10
  **IN
        WITNESS WHEREOF** ,
        the
        Company has caused this Warrant to be signed as of the date first set forth
        above.
  **PURE
                  BIOFUELS CORP.**By:/s/
                  Luis GoyzuetaName:Luis
                  GoyzuetaTitle:CEO
 
 11