THIRD AMENDMENT TO SECURITIES PURCHASE AGREEMENT

THIRD AMENDMENT TO

SECURITIES PURCHASE AGREEMENT

BY AND AMONG

PURE BIOFUELS CORP.

AND

PLAINFIELD PERU I LLC

PLAINFIELD PERU II LLC

______________________________

Dated as of March 10, 2009

______________________________

THIRD AMENDMENT TO SECURITIES PURCHASE AGREEMENT dated as of March 10, 2009 (this “Third Amendment”), by and among PURE BIOFUELS CORP., a Nevada corporation (the “Company”), and PLAINFIELD PERU I LLC, a Delaware limited liability company (“LLC1”), and PLAINFIELD PERU II LLC, a Delaware limited liability company (“LLC2” and together with LLC1, the “Purchaser”).  Capitalized terms used herein without definition shall have the same meanings herein as set forth in the Agreement (as defined below).

WHEREAS, the Company entered into a Securities Purchase Agreement, dated as of September 12, 2007 (as amended by a First Amendment to Securities Purchase Agreement dated as of March 26, 2008 and a Second Amendment to Securities Purchase Agreement dated as of November 24, 2008, the “Agreement”), by and among the Company, LLC 1 and LLC 2 for the purchase of $19,005,897 aggregate principal amount of 10%/12% Senior Convertible PIK Election Notes due 2012, Common Stock and warrants to purchase shares of Common Stock;

WHEREAS, to obtain funds to make equity contributions to the Borrowers (as defined below) to enable the Borrowers  to pay interest with respect to the Loans (as such term is defined under the Loan Agreement, dated as of September 12, 2007, among Pure Biofuels de Peru S.A.C. and Palma Industrial S.A.C., as borrowers (the “Borrowers”), the Company, as guarantor, and Plainfield Special Situations Master Fund Limited, as the lender and administrative agent and the other parties thereto, as amended) (i) during the period extending from and including February 1, 2009 to and including February 28, 2009 (the “February Deferred Interest”), the Company desires, subject to the terms and conditions set forth herein, to issue and sell to Purchaser, and Purchaser desires, subject to the terms and conditions set forth herein, to purchase additional 10%/12% Senior Convertible PIK Election Notes due 2012 in an aggregate principal amount of $283,214.29, convertible into 944,047.63 shares of Common Stock (subject to adjustment) (the “February 2009 Deferred Interest Additional Notes”) and (ii) during the period extending from and including March 1, 2009 to and including March 31, 2009 (the “March Deferred Interest”), the Company desires, subject to the terms and conditions set forth herein, to issue and sell to Purchaser, and Purchaser desires, subject to the terms and conditions set forth herein, to purchase additional 10%/12% Senior Convertible PIK Election Notes due 2012 in an aggregate principal amount of $313,558.68, convertible into 1,045,195.60 shares of Common Stock (subject to adjustment) (the “March 2009 Deferred Interest Additional Notes” and together with the February 2009 Deferred Interest Additional Notes, the “2009 Deferred Interest Additional Notes”);

WHEREAS, to obtain funds to make equity contributions to the Borrowers to enable the Borrowers to pay certain general corporate obligations, the Company also desires, subject to the terms and conditions set forth herein, to issue and sell to Purchaser, and Purchaser desires, subject to the terms and conditions set forth herein, to purchase an additional $2,200,000 aggregate principal amount of 10%/12% Senior Convertible PIK Election Notes due 2012, convertible into 55,000,000 shares of Common Stock (subject to adjustment) (the “2009 General Obligation Additional Notes”); and

WHEREAS, Section 11.1 of the Agreement provides that the Company and the Required Holders may, with certain exceptions, amend the Agreement with the written consent of the Company and the Required Holders.

NOW, THEREFORE, the parties hereto, intending to be legally bound, hereby agree as follows.

SECTION 1.1.   Definitions .  Clause (a) of Article I of the Agreement is hereby amended by inserting the following definitions in appropriate alphabetical order:

“ 2009 Additional Notes ” means the 10%/12% Senior Convertible PIK Election Notes due 2012 issued by the Company on each of the First 2009 Additional Notes Closing Date, the March 2009 Deferred Interest Additional Notes Closing Date and the Second 2009 Additional Notes Closing Date (such term to include any such notes issued in substitution therefor pursuant to Section 12 of the Agreement and any notes issued in kind as interest pursuant to the terms of the 2009 Additional Notes).

“ 2009 General Obligation Additional Notes ” has the meaning set forth in the preamble of the Third Amendment.

“ February 2009 Deferred Interest Additional Notes ” has the meaning set forth in the preamble of the Third Amendment.

“ First 2009 Additional Notes Closing ” has the meaning set forth in Section 2.8(a) of this Agreement.

“ First 2009 Additional Notes Closing Date ” has the meaning set forth in Section 2.8(a) of this Agreement.

“ First 2009 Additional Notes Purchase Price ” has the meaning set forth in Section 2.7 of this Agreement.

“ March 2009 Deferred Interest Additional Notes ” has the meaning set forth in the preamble of this Agreement.

“ March 2009 Deferred Interest Additional Notes Closing ” has the meaning set forth in Section 2.8(c) of this Agreement.

“ March 2009 Deferred Interest Additional Notes Closing Date ” has the meaning set forth in Section 2.8(c) of this Agreement.

“ March 2009 Deferred Interest Additional Notes Purchase Price ” has the meaning set forth in Section 2.7 of this Agreement.

“ Material Agreements ” has the meaning ascribed to such term in Section 8.23 of the Loan Agreement and as set forth on Schedule 8.23 of the Loan Agreement, as Schedule 8.23 of the Loan Agreement is updated by Schedule 2.1 to the Third Amendment.

“ Notes ” means the Initial Notes, the Additional Notes, the 2009 Additional Notes and any notes issued in substitution therefor pursuant to Section 12 of the Agreement and any notes issued in kind as interest pursuant to the terms of the Notes.

“ Second 2009 Additional Notes Closing ” has the meaning set forth in Section 2.8(b) of this Agreement.

“ Second 2009 Additional Notes Closing Date ” has the meaning specified in Section 2.8(b) of this Agreement.

“ Second 2009 Additional Notes Purchase Price ” has the meaning set forth in Section 2.7 of this Agreement.

“ Third Amendment ” means the Third Amendment to Securities Purchase Agreement, dated as of March 10, 2009, by and among the Company and Purchaser.

In addition, the definition of “ Conversion Price ” in clause (a) of Article I of this Agreement is replaced with the following definition:

“ Conversion Price ” means $0.30 for the Notes, subject to adjustments set forth in Section 3.6 of this Agreement; provided, however, that “Conversion Price” means $0.04 for the 2009 General Obligation Additional Notes, subject to adjustments set forth in Section 3.6 of this Agreement.

SECTION 1.2.   Sale and Purchase . Article II of the Agreement is hereby amended by inserting a new Section 2.7 and 2.8 as follows:

At the First 2009 Additional Notes Closing:

(i)           Purchaser shall deliver an amount equal to the First 2009 Additional Notes Purchase Price via wire transfer of immediately available funds to such bank account as the Company shall have designated not later than 4 p.m. EDT on the First 2009 Additional Notes Closing Date.

(ii)           The Company shall deliver to Purchaser against payment of the First 2009 Additional Notes Purchase Price, a certificate or certificates representing the 2009 Additional Notes being purchased by Purchaser pursuant to Section 2.7, which shall be in definitive form and registered in the name of Purchaser or its nominee or designee and in a single certificate or in such other denominations as Purchaser shall have requested;

(b) Subject to the satisfaction or waiver of the conditions set forth in this Agreement, the purchase and sale of $1,200,000 in principal amount of 2009 General Obligation Additional Notes (the “Second 2009 Additional Notes Closing”) shall take place at the offices of White & Case LLP, counsel to Purchaser, at 1155 Avenue of the Americas, New York, New York, on such date as the parties shall mutually agree upon (the “Second 2009 Additional Notes Closing Date”).

(i)           Purchaser shall deliver an amount equal to the Second 2009 Additional Notes Purchase Price via wire transfer of immediately available funds to such bank account as the Company shall have designated not later than 4 p.m. EDT on the Second 2009 Additional Notes Closing Date.

(ii)           The Company shall deliver to Purchaser against payment of the Second 2009 Additional Notes Purchase Price, a certificate or certificates representing the 2009 Additional Notes being purchased by Purchaser pursuant to Section 2.7, which shall be in definitive form and registered in the name of Purchaser or its nominee or designee and in a single certificate or in such other denominations as Purchaser shall have requested; and

(c) Subject to the satisfaction or waiver of the conditions set forth in this Agreement, the purchase and sale of the March 2009 Deferred Interest Additional Notes (the “March 2009 Deferred Interest Additional Notes Closing”) shall take place at the offices of White & Case LLP, counsel to Purchaser, at 1155 Avenue of the Americas, New York, New York, on April 1, 2009 or on such other date as the parties shall mutually agree upon (the “March 2009 Deferred Interest Additional Notes Closing Date”).

(i)           Purchaser shall deliver an amount equal to the March 2009 Deferred Interest Additional Notes Purchase Price via wire transfer of immediately available funds to such bank account as the Company shall have designated not later than 4 p.m. EDT on the March 2009 Deferred Interest Additional Notes Closing Date.

(ii)           The Company shall deliver to Purchaser against payment of the March 2009 Deferred Interest Additional Notes Purchase Price, a certificate or certificates representing the 2009 Additional Notes being purchased by Purchaser pursuant to Section 2.7, which shall be in definitive form and registered in the name of Purchaser or its nominee or designee and in a single certificate or in such other denominations as Purchaser shall have requested.

SECTION 1.3.   The Notes .  Section 3.1 of the Agreement is hereby amended by inserting a new paragraph at the end thereof as follows:

The Company will authorize the issuance of (a) $1, 283,214.29 aggregate principal amount of the 2009 Additional Notes to be issued on the First 2009 Additional Notes Closing Date, (b) $1,200,000 aggregate principal amount of 2009 Additional Notes to be issued on the Second 2009 Additional Notes Closing Date, (c) $313,558.68 aggregate principal amount of the March 2009 Deferred Interest Additional Notes to be issued on the March 2009 Deferred Interest Additional Notes Closing Date and (d) any Notes to be issued in kind as interest.  The 2009 Additional Notes shall