ESCROW
      AGREEMENT FOR ESCROWED DOCUMENT

     

     

    
      


      This
        ESCROW
        AGREEMENT
        (this
“Escrow
        Agreement”),
        dated
        June 13, 2008, is by and among Allegro
        Biodiesel Corporation,
        a
        Delaware corporation (“Allegro”),
        the
        former members of Vanguard Synfuels, L.L.C.,
        a
        Louisiana limited liability company (hereinafter referred to as the
“Members”),
        represented herein by Darrell Dubroc in his capacity as Member Representative
        under that certain Escrow Agreement dated as of September 20, 2006 among
        Allegro, the Members and JPMorgan Chase Bank, N.A. (in such capacity,
        hereinafter referred to as the “Member
        Representative”),
        Consolidated
        Energy Holdings, LLC, a
        Louisiana limited liability company (“Consolidated”),
        and
Richard
        Matheny of
        Phelps
        Dunbar, LLP (in its capacity as escrow agent hereunder, the “Escrow
        Agent”).
        Capitalized terms used but not defined herein shall have the meanings given
        to
        them in that certain Interest Purchase Agreement or the Agreement to Settle
        Certain Claims (collectively referred to herein as the “Agreements”),
        dated
        as of June 13, 2008. The Parties acknowledge that Escrow Agent is not a party
        to
        and will not be responsible for the Agreements.

       

    

    WITNESSETH:

     

    WHEREAS,
      pursuant to the Agreements, Allegro, Consolidated and the Members (the
“Parties”)
      have
      agreed to certain terms and conditions to settling various outstanding issues
      as
      set forth in the Agreements;

    


    WHEREAS,
      pursuant to the terms of Section 5.8 of the Interest Purchase Agreement, Allegro
      and Consolidated agreed to deposit into escrow the Joint Escrow Instructions
      signed by both Allegro and the Member Representative on June 13, 2008, to be
      held and distributed by the Escrow Agent in accordance with the terms and
      conditions of Section 5.8 of the Interest Purchase Agreement and this Escrow
      Agreement;

    


    NOW,
      THEREFORE,
      for and
      in consideration of the mutual agreements and covenants contained herein and
      in
      the Agreements, the parties hereto hereby agree as follows:

    


    Section
      1.  Appointment
      of Escrow Agent.

     

    The
      Parties hereby appoint Richard Matheny of Phelps Dunbar, LLP as Escrow Agent
      for
      the purposes set forth herein, and Escrow Agent hereby accepts such
      appointment.

     

    Section
      2.  Deposit
      of Escrowed Document.

     

    Concurrently
      with the execution and delivery of this Escrow Agreement, in accordance with
      Section 5.8 of the Interest Purchase Agreement, Allegro and the Members have
      deposited with the Escrow Agent, which hereby acknowledges receipt of same,
      the
      Joint Escrow Instructions executed on June 13, 2008 (the “Escrowed
      Document”)
      to be
      held and delivered by the Escrow Agent in accordance with the terms and
      conditions set forth in this Escrow Agreement.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Section
      3.  Disbursements
      From the Escrow Account; Closing.

     

    The
      Escrow Agent shall deliver the Escrowed Document to JPMorgan Chase Bank, N.A.
      at
      the address set forth in the Escrowed Document by overnight delivery service
      upon receipt of written confirmation signed by Allegro that Allegro has mailed
      to Allegro’s stockholders a definitive Information Statement, as defined in the
      Interest Purchase Agreement, together with a copy of such definitive Information
      Statement. 

     

    Section
      4.  Concerning
      the Escrow Agent.

     

    (i)  Notwithstanding
      any provision contained herein to the contrary, the Escrow Agent, including
      Phelps Dunbar LLP’s officers, directors, employees and agents,
      will:

     

    (i)  not
      be
      liable for any action taken or omitted under this Escrow Agreement so long
      as he
      has acted in good faith and without gross negligence or willful
      misconduct;

     

    (ii)  have
      no
      responsibility to inquire into or determine the genuineness, authenticity,
      or
      sufficiency of any securities, checks, or other documents or instruments
      submitted to it in connection with its duties hereunder;

     

    (iii)  be
      entitled to deem the signatories of any documents or instruments submitted
      to it
      hereunder as being those purported to be authorized to sign such documents
      or
      instruments on behalf of the parties hereto, and will be entitled to rely upon
      the genuineness of the signatures of such signatories without inquiry and
      without requiring substantiating evidence of any kind;

     

    (iv)  [Reserved];
      

     

    (v)  be
      indemnified and saved harmless by the Parties from any and all losses,
      liabilities, claims, proceedings, suits, demands, penalties, costs and expenses,
      including without limitation reasonable fees and expenses of outside counsel
      and
      experts and their staffs and all reasonable expenses of document location,
      duplication and shipment and of preparation to defend any of the foregoing
      (“Losses”),
      which
      may be incurred by it as a result of its execution, delivery or performance
      of
      this Escrow Agreement, unless such Losses are caused by the bad faith, gross
      negligence or willful misconduct of the Escrow Agent, and the provisions of
      this
      Section 4(a)(v) will survive the resignation or removal of the Escrow Agent
      and
      the termination of this Escrow Agreement;

    (vi)  have
      only
      those duties as are specifically provided herein, which will be deemed purely
      ministerial in nature, and will under no circumstance be deemed a fiduciary
      for
      any of the other Parties. The Escrow Agent will neither be responsible for,
      nor
      chargeable with, knowledge of the terms and conditions of any other agreement,
      instrument or document between the other parties hereto, in connection herewith,
      including without limitation the Agreements. This Escrow Agreement sets forth
      all matters pertinent to the Escrowed Document contemplated hereunder, and
      no
      additional obligations of the Escrow Agent will be inferred from the terms
      of
      this Escrow Agreement or any other Agreement. IN NO EVENT WILL THE ESCROW AGENT
      BE LIABLE, DIRECTLY OR INDIRECTLY, FOR ANY SPECIAL, INDIRECT OR CONSEQUENTIAL
      LOSSES OR DAMAGES OF ANY KIND WHATSOEVER (INCLUDING BUT NOT LIMITED TO LOST
      PROFITS), EVEN IF THE ESCROW AGENT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH
      LOSSES OR DAMAGES AND REGARDLESS OF THE FORM OF ACTION;

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    (vii)  have
      the
      right, but not the obligation, to consult with and retain counsel of its choice
      with respect to matters (including but not limited to litigation) arising out
      of
      this Escrow Agreement and will not be liable for action taken or omitted to
      be
      taken by Escrow Agent in good faith in accordance with the advice of such
      counsel; and

     

    (viii)  have
      the
      right to perform any of its duties hereunder through agents, attorneys,
      custodians or nominees.

     

    Section
      5.  Resignation
      or Removal of Escrow Agent.

     

    The
      Escrow Agent may resign as such following the giving of thirty (30) days prior
      notice to the Parties. Similarly, the Escrow Agent may be removed and replaced
      following the giving of thirty (30) days prior notice to the Escrow Agent by
      the
      Parties. In either event, the duties of the Escrow Agent will terminate thirty
      (30) days after receipt of such notice (or as of such earlier date as may be
      mutually agreeable); and the Escrow Agent will then deliver the balance of
      the
      documents then in its possession to a successor escrow agent as will be
      appointed by the Parties as evidenced by notice to the Escrow
      Agent.

     

    If
      the
      Parties hereto have failed to appoint a successor to the Escrow Agent prior
      to
      the expiration of thirty days following receipt of the notice of resignation
      or
      removal, the Escrow Agent may appoint a successor or petition any court of
      competent jurisdiction in Louisiana for the appointment of a successor escrow
      agent or for other appropriate relief, and any such resulting appointment shall
      be binding upon all of the parties hereto.

     

    Section
      6.  Termination

     

    This
      Escrow Agreement shall automatically terminate on the date on which the Escrowed
      Document has been duly disbursed in accordance with Section 3
      hereof.

     

    Section
      7.  Notices

     

    Any
      notice or other communication required or permitted by this Escrow Agreement
      shall be in writing and shall be deemed given to a Party when (i) delivered
      by
      hand or by nationally recognized overnight courier service (costs prepaid);
      or
      (ii) received or rejected by the addressee, if sent by certified mail, return
      receipt requested, in each case to such Party at the address or facsimile number
      and marked to the attention of the person (by name or title) designated for
      such
      party below (or to such other address, facsimile number or person as such party
      may designate by notice to the other parties):

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    
      	 	
              If
                to Allegro, addressed as follows:

               

              Allegro
                Biodiesel Corporation

              6033
                West Century Blvd., Suite 1090

              Los
                Angeles, CA 90045

              Attention:
                W. Bruce Comer III

              Telephone
                No.: (310) 670-2721

              Facsimile
                No.: (310) 670-4107

              


              with
                a copy to:

               

              Sidley
                Austin LLP

              555
                West Fifth Street, Suite 4000

              Los
                Angeles, CA 90013

              Attention: 
                Stephen D. Blevit, Esq.

              Telephone
                No.: (213) 896-6029

              Facsimile
                No.: (213) 896-6600

              


              If
                to the Member Representative:

              


              429
                Murray Street

              Suite
                #700

              Alexandria,
                LA 71301

              Attn
                : Darrell Dubroc

              Telephone
                No.: (318) 442-8730

              Facsimile
                No.: (318) 442-8981

              


              with
                a copy to:

              


              Phelps
                Dunbar LLP

              City
                Plaza

              445
                North Boulevard, Suite 701

              Baton
                Rouge , LA 70802 

              Attention:
                Richard Matheny 

              Telephone
                No.: (225) 376-0210 

              Facsimile
                No.: (225) 381-9197 

               

              
                and

                


                Breazeale,
                  Sachse & Wilson, L.L.P.

                23rd
                  Floor, One American Place

                301
                  Main Street

                Baton
                  Rouge, LA 70821-3197

                Attn:
                  B. Troy Villa

                Telephone
                  No.: (225) 387-4000

                Facsimile
                  No.: (225) 387-5397

              

            


    

     

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    
      	 	
              If
                to Consolidated, addressed as follows. 

               

              Consolidated
                Energy Holdings, LLC

              429
                Murray Street

              Suite
                #700

              Alexandria,
                LA 71301

              Attn
                : Dean Tyler

              Telephone
                No.: (318) 442-8730

              Facsimile
                No.: (318) 442-8981

              


              with
                a copy to:

              


              Phelps
                Dunbar LLP

              City
                Plaza

              445
                North Boulevard, Suite 701

              Baton
                Rouge , LA 70802 

              Attention:
                Richard Matheny 

              Telephone
                No.: (225) 376-0210 

              Facsimile
                No.: (225) 381-9197 

              


              If
                to Escrow Agent:

               

              Phelps
                Dunbar LLP

              City
                Plaza

              445
                North Boulevard, Suite 701

              Baton
                Rouge , LA 70802 

              Attention:
                Richard Matheny 

              Telephone
                No.: (225) 376-0210 

              Facsimile
                No.: (225) 381-9197 

            


    

     

    Notwithstanding
      the above, in the case of communications delivered to the Escrow Agent such
      communications shall be deemed to have been given on the date received by the
      Escrow Agent. In the event that the Escrow Agent, in its sole discretion, shall
      determine that an emergency exists, the Escrow Agent may use such other means
      of
      communication as the Escrow Agent deems appropriate. “Business Day” shall mean
any
      day
      other than a Saturday, Sunday or any other day on which the Escrow Agent located
      at the notice address set forth above is authorized or required by law or
      executive order to remain closed.

    


    Section
      8.  Governing
      Law; Counterparts.

     

    This
      Escrow Agreement shall be construed in accordance with the laws of the State
      of
      Louisiana without regard to the conflicts of law principles thereof. Each Party
      hereto irrevocably waives any objection on the grounds of venue, forum
      non-conveniens or any similar grounds and irrevocably consents to service of
      process by mail or in any other manner permitted by applicable law and consents
      to the jurisdiction of the courts located in the State of Louisiana. The Parties
      further hereby waive any right to a trial by jury with respect to any lawsuit
      or
      judicial proceeding arising or relating to this Escrow Agreement. This Escrow
      Agreement may be executed in multiple counterparts, each which shall constitute
      an original and all of which taken together shall constitute one and the same
      instrument. All signatures of the Parties to this Escrow Agreement may be
      transmitted by facsimile, and such facsimile will, for all purposes, be deemed
      to be the original signature of such party whose signature it reproduces, and
      will be binding upon such party.

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    Section
      9.  Amendment,
      Modification or Waiver.

     

    This
      Escrow Agreement may be amended or modified, and any term of this Escrow
      Agreement may be waived, only if such amendment, modification or waiver is
      in
      writing and signed by the Parties and the Escrow Agent.

     

    Section
      10.  Assignment.

     

    This
      Escrow Agreement shall be binding upon and inure to the benefit of the
      successors, heirs and permitted assigns of the Parties.

     

    Section
      11.  Force
      Majeure

     

    Notwithstanding
      any other provision of this Escrow Agreement, the Escrow Agent shall not be
      obligated to perform any obligation hereunder and will not incur any liability
      for the nonperformance or breach of any obligation hereunder to the extent
      that
      the Escrow Agent is delayed in performing, unable to perform or breaches such
      obligation because of acts of God, war, terrorism, fire, floods, strikes,
      electrical outages, equipment or transmission failures, or other causes
      reasonably beyond its control. 

     

    Section
      12 Severability
      and Operation of Law.
      

    


    If
      any
      provision of this Escrow Agreement is prohibited by the laws of any jurisdiction
      as those laws apply to this Escrow Agreement, that provision shall be
      ineffective to the extent of such prohibition and/or shall be modified to
      conform with such laws, without invalidating the remaining provisions
      hereto.

    


    Section
      13. Extension;
      Waiver.
      

    


    The
      failure of any party to this Escrow Agreement to assert any of its rights under
      this Escrow Agreement or otherwise shall not constitute a waiver of such rights.
      Further, no waiver by either party of any term, condition, default, or breach
      shall constitute or be construed as a waiver of any other term, condition,
      default, or breach of this Escrow Agreement.

    


    Section
      14. Entire
      Agreement, No Third Party Beneficiaries.
      

    


    This
      Escrow Agreement, constitutes the entire Escrow Agreement among the parties
      hereto and supersedes any and all other prior Escrow Agreements and
      undertakings, both written and oral, among the parties hereto, or any of them,
      with respect to the subject matter hereof and, except as otherwise expressly
      provided herein, is not intended to confer upon any person other than the
      Parties any rights or remedies hereunder.

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    IN
      WITNESS WHEREOF, the parties have executed this Escrow Agreement as of the
      day
      and year first above written.

     

     

    
      
        	 	 	 
	 	ALLEGRO
                BIODIESEL CORPORATION
	 
 	 
 	 
 
	 	By:  /s/
                W. Bruce
                Comer,
                III                                           
                
	 	Name: 
W. Bruce
                Comer, III
	 	Title:   
Chief
                Executive
                Officer


      

    

     

    
      	 	 	 
	 	MEMBERS:
	 
 	 
 	 
 
	 	By:  /s/
              Darrell J.
              Dubroc                                                 
              
	 	Darrell
              J. Dubroc, as Member Representative


    

     

    
      
        	 	 	 
	 	CONSOLIDATED
                ENERGY HOLDINGS, LLC
	 
 	 
 	 
 
	 	By:  /s/
                Dean Tyler                                             
                
	 	Name:  
                Dean Tyler
	 	Title:    
Member
                authorized by the
                Manager


      

    

     

     

    
      
        	 	By:  
                /s/ Richard
                Matheny                                              
                 
	 	RICHARD
                MATHENY,
                escrow agent
	 	 	 
	 	
              
	 	 


      



    
      
        
        

      

      
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