THE
SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES
LAWS.  THE SECURITIES HAVE BEEN ACQUIRED SOLELY FOR INVESTMENT
PURPOSES AND NOT WITH A VIEW TOWARD RESALE 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 GENERALLY
ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR APPLICABLE
STATE SECURITIES LAWS.

     

    10%/12% SENIOR CONVERTIBLE
PIK ELECTION NOTE

     

    
      	
              $
      34,312,219.62

            	
              New
      York, New York

            
	 
      	
              July
      16, 2009

            


    

     

    FOR VALUE
RECEIVED, PURE BIOFUELS CORP., a corporation incorporated under the laws of the
state of Nevada (the “Company”), hereby
promises to pay to Plainfield Peru I LLC or its registered assigns (the “Holder”), in lawful
money of the United States of America in immediately available funds, at the
office of the Holder located at Plainfield Peru I LLC, c/o Plainfield Asset
Management LLC, 55 Railroad Avenue, Greenwich, CT 06830 on September 12, 2012
the principal sum of THIRTY FOUR MILLION THREE HUNDRED AND TWELVE THOUSAND TWO
HUNDRED AND NINETEEN DOLLARS AND SIXTY TWO CENTS ($34,312,219.62).

     

    The
Company promises to pay to the Holder interest on the principal amount of this
Note at a rate per annum set forth below from the date of issuance until
maturity.  The Company will pay interest on this Note semi-annually in
arrears on March 15 and September 15 of each year, commencing on September 15,
2009, or if any such day is not a Business Day, on the next succeeding Business
Day (each, an “Interest Payment
Date”).  Interest on this Note will accrue from the most recent
date to which interest has been paid or, if no interest has been paid, from and
including July 16, 2009.  The Company will pay interest (including
post-petition interest in any proceeding under any Bankruptcy Law) on overdue
principal and premium, if any, and interest on overdue installments of interest,
to the extent lawful, from time to time on demand at a rate per annum that is 2%
in excess of the rate otherwise payable.  If an Event of Default has
occurred and is continuing, interest on this Note shall accrue at a rate per
annum that is 2% in excess of the rate otherwise applicable.  Interest
will be computed on the basis of a 360-day year comprised of twelve 30-day
months.

     

    The
Company may, at its option, elect to pay interest on this Note (i) entirely
in cash (“Cash
Interest”) or (ii) entirely by issuing additional Notes (“PIK
Interest”).  The first payment of interest on this Note shall
be in PIK Interest.  Thereafter, the Company must elect the form of
interest payment with respect to each interest period by delivering a notice to
the Holder prior to the beginning of each interest period.  In the
absence of such an election for any interest period, interest on this Note will
be payable in the form of the interest payment for the prior interest
period.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Cash
Interest on this Note will accrue at the rate of 10% per annum. PIK
Interest on this Note will accrue at the rate of 12% per annum and be
payable by issuing additional Notes (“PIK Notes”) in an
aggregate principal amount equal to the amount of PIK Interest for the
applicable interest period (rounded up to the nearest whole dollar) and the
Company will issue and deliver such PIK Notes to the Holder of this
Note.  Any PIK Notes will be dated as of the applicable interest
payment date and will bear interest from and after such date. All PIK Notes
issued pursuant to a PIK Payment will mature on September 12, 2012 and will be
governed by, and subject to the terms, provisions and conditions of, the
Purchase Agreement referred to below and shall have the same rights and benefits
as the Notes issued on the date hereof.

     

    The
Company hereby waives presentment, demand, protest or notice of any kind in
connection with this Note.

     

    
      	
               
      

            	
              1.

            	
              Purchase
      Agreement

            


    

     

    This Note
is one of a series of Senior Convertible PIK Election Notes issued pursuant to a
Securities Purchase Agreement, dated as of September 12, 2007 (as from time to
time amended, the “Purchase Agreement”), between the Company and the purchaser
named therein and is entitled to the benefits thereof.  Each holder of
this Note will be deemed, by its acceptance hereof, (i) to have agreed to the
confidentiality provisions set forth in Section 13.14 of the Purchase Agreement
and (ii) to have made the representation set forth in Section 5.2 of the
Purchase Agreement.

     

    
      	
               
      

            	
              2.

            	
              Optional
      Redemption

            


    

     

    This Note
may be redeemed, in whole or in part, by the Company at any time after the date
hereof.

     

    
      	
               
      

            	
              3.

            	
              Registration and
      Transfer

            


    

     

    This Note
is a registered Note and, as provided in the Purchase Agreement, upon surrender
of this Note for registration of transfer, duly endorsed, or accompanied by a
written instrument of transfer duly executed, by the registered holder hereof or
such holder’s attorney duly authorized in writing, a new Note for a like
principal amount will be issued to, and registered in the name of, the
transferee. Prior to due presentment for registration of transfer, the Company
may treat the person in whose name this Note is registered as the owner hereof
for the purpose of receiving payment and for all other purposes, and the Company
will not be affected by any notice to the contrary.

     

    
      	
               
      

            	
              4.

            	
              Conversion

            


    

     

    The
Holder may convert this Note into fully paid and nonassessable shares of Common
Stock of the Company at any time from and after July 16, 2010 and on or prior to
September 12, 2012.  The initial conversion price is $0.30 per share,
subject to adjustment as provided in the Purchase Agreement.  To
determine the number of shares issuable upon conversion of this Note, divide the
principal amount and accrued but unpaid interest to be converted by the
conversion price in effect on the conversion date.  In connection with
the conversion of Notes, no fractions of shares of Common Stock shall be issued,
but the Company shall, with respect to any fractional interest:  (i)
pay cash with respect to the Market Price of such fractional share; or (ii)
round up to the next whole share of Common Stock.


    
      
         


      

      
        2

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              5.

            	
              Additional
      Warrants

            


    

     

    In the
event this Note and any PIK Notes issued in kind as interest thereon, plus
accrued and unpaid interest, are not redeemed prior to July 16, 2010, the
Company shall issue to Purchaser on July 16, 2010, duly authorized and validly
issued seven-year warrants to purchase one share of Common Stock for every $1.00
principal amount of Note outstanding, at a strike price equal to 120% of the
volume weighted average price of the Common Stock for the sixty (60) trading
days immediately preceding July 16, 2010; provided, however, that the strike
price shall not be less than $0.20 per share of Common Stock and not greater
than $0.40 per share of Common Stock.

     

    
      	
               
      

            	
              6.

            	
              Events
      of Default

            


    

     

    If an
Event of Default, as defined in the Purchase Agreement, occurs and is
continuing, the principal of this Note may be declared or otherwise become due
and payable in the manner, at the price and with the effect provided in the
Purchase Agreement.

     

    [Remainder
of Page Intentionally Left Blank]


    
      
         


      

      
        3

        
          

        

      

      
         


      

    


    THIS
NOTE SHALL BE CONSTRUED IN ACCORDANCE WITH AND BE GOVERNED BY THE LAWS OF THE
STATE OF NEW YORK.

     

    
      
        	
                PURE
      BIOFUELS CORP.

              
	 
      	 
      
	
                By:

              	
                  

              
	 
      	
                Name:
      Luis Goyzueta

              
	 
      	
                Title:
      Chief Executive Officer

              


      

    


    
      
         


      

      
        4

        
          

        

      

      
         


      

    


    ASSIGNMENT
FORM

    


    
      
        
          
            
              
                
                  
                    
                      	
                              To
      assign this Note, fill in the form below:

                            
	 
      
	
                              I
      or we assign and transfer this Note to

                            
	 
      
	
                               

                            
	
                              (Insert
      assignee's soc. sec. or tax I.D. no.)

                            
	 
      
	
                               
      

                            
	 
      
	
                               
      

                            
	 
      
	
                               
      

                            
	 
      
	
                               

                            
	
                              (Print
      or type assignee's name, address and zip code)

                            
	 
      
	
                              Your
      Signature:

                            
	 
      
	
                               
      

                            
	
                              (Sign
      exactly as your name appears on the
Note)

                            


                    

                  

                

              

            

          

        

      

    

    


    
      
        
          	
                  Date:

                	
                   
      

                


        

      

    


    
      
         


      

      
        5

        
          

        

      

      
         


      

    


    CONVERSION
NOTICE

    


    
      
        
          
            
              
                
                  
                    	
                            To
      convert this Note into Common Stock of the Company, check the
      box:

                          
	
                            o

                          
	 
      
	
                            To
      convert only part of this Security, state the principal amount to be
      converted:

                          
	
                            $_____________________.

                          
	 
      
	
                            If
      you want the stock certificate made out in another person's name, fill in
      the form below:

                          
	
                             
        

                          
	
                            (Insert
      assignee's soc. sec. or tax I.D. no.)

                          
	 
      
	
                             
        

                          
	 
      
	
                              

                          
	 
      
	
                               

                          
	 
      
	
                               

                          
	
                            (Print
      or type assignee's name, address and zip code)

                          
	 
      
	
                            Your
      Signature:

                          
	 
      
	
                               

                          
	
                            (Sign
      exactly as your name appears on the
Note)

                          


                  

                

              

            

          

        

      

    

    


    
      
        
          	
                  Date:

                	
                     

                


        

      

    


    
      
         


      

      
        6