AMONG:

PURE BIOFUELS CORP., a corporation organized and existing under the laws of the state of Nevada and having an office at Calle Los Euchariz 150 Opto 201, Monterrico, Surco, Lima Peru 33

(the "Company")

AND:

CLIFTON CONSULTING, a non-incorporated corporate entity having a business office at 198 Whonoak Road, West Vancouver, British Columbia, Canada V7P 3R1

(the "Consultant")

AND:

DAVID CLIFTON, of 198 Whonoak Road, West Vancouver, British Columbia, Canada V7P 3R1

(the "Contractor")

WHEREAS:

A.         The Company is in the business of producing and distributing biodiesel as an alternative fuel;

B.         The Company desires to retain the Consultant to provide management consulting advice as described herein;

C.         The Consultant, through the services of the Contractor, has the necessary skill and ability to perform the tasks described in this agreement (the "Agreement");

D.         The Consultant is willing to provide consulting services to the Company on the terms herein provided; and

E.         The parties hereto therefore desire to enter into this Agreement to confirm the appointment of the Consultant as consultant to the Company and to set forth the respective rights and obligations of the parties hereto.

NOW THEREFORE, THIS AGREEMENT WITNESSES that in consideration of the mutual covenants and promises set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged 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 the Consultant to perform certain services for the benefit of the Company as hereinafter set forth.  The Consultant accepts such appointment on the terms and conditions herein set forth. 

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

1

1.2        Not An Agent.  The Consultant and Contractor shall not have authority to act as agent of the Company, and the Consultant and Contractor shall not represent themselves as acting as an agent of the Company.  Without limiting the foregoing, the Consultant and Contractor shall have no authority to enter into any commitment, contractual or other agreement, binding upon, or pledge the credit of, the Company, nor shall the Consultant and Contractor have any authority to negotiate any such agreement except as the Board of Directors of 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 employees or agents of the Company.  Nothing in this Agreement shall be deemed to require the Consultant and Contractor to provide their services exclusively to the Company and the Consultant and Contractor hereby acknowledge that the Company is not required and shall not be required to make any remittances and payments required of the employers by statute on the Consultant's behalf and the Consultant or any of its agents or employees shall not be entitled to the fringe benefits provided by the Company to its employees.

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