FIRST
      AMENDMENT TO SERVICES AGREEMENT

    


    THIS
      FIRST AMENDMENT TO SERVICES AGREEMENT (the “Amendment”)
      is
      effective hereof and is made by and between Allegro Biodiesel Corporation,
      a
      Delaware corporation (“Allegro”
and,
      together with its subsidiaries now or hereafter existing, the “Company”)
      and
      Ocean Park Advisors, LLC (“OPA”).
      This
      Amendment amends that certain Services Agreement effective as of September
      20,
      2006 between Allegro Biodiesel Corporation (formerly known as Diametrics
      Medical, Inc.) and OPA (the “Original Agreement”).

     

    NOW,
      THEREFORE, in consideration of the premises and covenants set forth herein,
      and
      intending to be legally bound hereby, the parties to this Amendment hereby
      agree
      as follows:

     

    1. Original
      Agreement.
      Except
      as expressly amended by this Amendment, the terms of the Original Agreement
      and
      ancillary agreements shall continue in full force and effect. All capitalized
      terms used but not defined in this Amendment shall have the meaning set forth
      in
      the Original Agreement. For the avoidance of doubt, all references in the
      Original Agreement to Diametrics Medical, Inc. or DMED shall be respectively
      amended to Allegro Biodiesel Corporation or Allegro.

     

    2. Term.
      

     

    (a) Section
      4(a) of the Original Agreement is hereby amended and restated to read: “The
      initial term of OPA’s engagement hereunder (the “Term”) shall be through October
      31, 2007 commencing on the date of the Closing. The Term shall continue
      thereafter on a month-to-month basis unless terminated by either party upon
      7
      days’ advance written notice.”

     

    (b) Section
      4(b) of the Original Agreement is hereby struck from the agreement.

     

    (c) Section
      4(c) of the Original Agreement is hereby amended and restated to read: “Allegro
      shall have the right to terminate the Management Services, effective upon ten
      (10) days advance written notice, if either Comer or Chuk, prior to the
      engagement of a new CEO and CFO, respectively, as contemplated by the terms
      of
      Schedule 1, are not actively engaged in the provision of Management Services
      whether due to death, disability or by reason of a material breach of this
      Agreement by OPA (it being understood and agreed that each of Comer and Chuk,
      in
      addition to pursuing other activities not related to or for the benefit of
      the
      Company may be on personal vacation for up to two weeks a year).”

     

    (d) Section
      4(d) of the Original Agreement is hereby struck from the agreement.

     

    3. Base
      Fee.
      Section
      5(a) of the Original Agreement is hereby amended and restated to read: “From the
      Closing Date to October 13, 2007, Allegro shall pay OPA a monthly fee (the
      “Base
      Fee”)
      of
      $75,000, pro-rated for partial months and payable in advance no later than
      the
      first day of every month. Commencing October 15, 2007, Allegro shall pay OPA
      a
      monthly fee of $60,000, pro-rated for partial months and payable in advance
      no
      later than the first day of every month during the Term. OPA agrees to allow
      Allegro to defer payment of fifty (50) percent of the Base Fee commencing
      October 15, 2007.” 

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

     

    4. Bonus
      Fees.
      Section
      5(b)(ii) of the Original Agreement is hereby amended and restated to read:
“OPA
      is eligible to receive bonus fees (the “Initial Bonus Fees”) based on
      achievement of the performance criteria set forth on Schedule 4. The Initial
      Bonus Fees, which, in aggregate, shall not exceed $275,000, shall be paid as
      set
      forth on Schedule 4; however, OPA agrees to allow Allegro to defer payment
      of
      any Initial Bonus Fees earned on or after October 1, 2007.

     

    Any
      deferred payments owed to OPA pursuant to sections 5(a) and 5(b) above will
      be
      on terms at least as favorable to other payees and shall be paid out no later
      than any other deferred or accrued compensation owed by Allegro to its
      employees, directors or consultants. 

     

    5. Notices.
      The
      Company address in Section 18 of the Original Agreement is hereby amended and
      restated to read: “Allegro Biodiesel Corporation, 6033 W. Century Blvd., Suite
      1090, Los Angeles, California 90045, Attn: Chairman of the Board”

     

    6. Schedule
      1.
      Schedule
      1 of the Original Agreement is hereby amended and restated to read:


     

    “Management
      Services

     

    OPA
      will
      provide executive management services (the “Management Services”) to the
      Company, including, without limitation, fulfilling the duties typically
      performed by a chief executive officer and chief financial officer. The
      Management Services shall include:

     

    
      	 	
              ·

            	
              Managing
                the Company’s disclosure and corporate governance practices to meet the
                requirements relevant to a publicly-traded company of the Company’s stage
                of development;

            


    

     

    
      	 	
              ·

            	
              Managing
                the day-to-day financial operations of the Company and overseeing
                the
                activities of the Company’s operating
                units;

            


    

     

    
      	 	
              ·

            	
              Review
                and assist in preparing the Company’s financial statements and disclosure
                filings as required by the SEC and applicable
                law;

            


    

     

    
      	 	
              ·

            	
              Preparing
                for and holding Company board
                meetings;

            


    

     

    
      	 	
              ·

            	
              Assisting,
                as necessary, with capital-raising efforts;


            


    

     

    
      	 	
              ·

            	
              Assisting
                in the pursuit of business development transactions;
                and

            


    

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    
      	 	
              ·

            	
              Reviewing
                strategic and financing options for the
                Company.

            


    

     

    It
      is
      understood and agreed that the Management Services to be provided by OPA do
      not
      encompass all services required to manage the Company and that the Company
      will
      need to utilize, at the Company’s cost, additional specialists. These
      specialists may include, without limitation, legal, tax, environmental,
      accounting, investor relations, website design and other advisory persons.
      Specifically, beginning October 1, 2007, OPA will not be responsible for
      securing and paying for the provision of professional services by Brian Weiss,
      who has assisted the Company with the preparation of its financial statements
      and provided other financial and accounting services.”

     

    7. Schedule
      4.
      Schedule
      4 of the Original Agreement is hereby amended and restated to read:


     

    “Initial
      Bonus Fees

     

    OPA
      understands and agrees that not all of these Initial Bonus Fees are under the
      unilateral control of OPA, but it agrees to use its reasonable commercial
      efforts to achieve each milestone as promptly as commercially
      practical.

     

    
      	
              Milestone

              Number

            	 	
              Milestone

            	 	
              Applicable
                Initial Bonus Fee

            	 	
              Achievement
                Criterion

            
	
              1.

            	 	
              Allegro
                stockholder meeting and vote

            	 	
              Paid

            	 	
              Hold
                Allegro stockholder meeting and vote on re-incorporation in Delaware,
                increase in authorized common shares, etc.

            
	 	 	 	 	 	 	 
	
              2.

            	 	
              Allegro
                registration statement filing

            	 	
              Paid

            	 	
              File
                Allegro registration statement with the SEC as contemplated by transaction
                documents.

            
	 	 	 	 	 	 	 
	
              3.

            	 	
              Allegro
                registration statement effectiveness

            	 	
              Paid

            	 	
              SEC
                declares Allegro registration statement “effective” after all required
                amendments are made.

            
	 	 	 	 	 	 	 
	
              4.

            	 	
              Ensure
                significant progress through December 31, 2007 is made towards compliance
                with the Sarbanes-Oxley Act of 2002 

            	 	
              $50,000

            	 	
              Achievement
                determined in reasonable discretion of a full, two-member Compensation
                Committee of the Board or all disinterested members of the Board.
                Review
                date shall be 1/15/08. 

            
	 	 	 	 	 	 	 
	
              5.

            	 	
              Establish
                insurance and risk management function (to review the Company’s insurance
                program and renew or amend policies), and renew or replace D&O
                policy.

            	 	
              $50,000
                -Milestone is met and payment deferred

            	 	
              Achievement
                determined in reasonable discretion of the Compensation Committee
                of the
                Board. First review date shall be 12/1/2006.

            
	 	 	 	 	 	 	 
	
              6.

            	 	
              Establish
                and maintain investor relations function to communicate appropriately
                with
                investors, create and manage a Company website, design a new corporate
                logo, etc.

            	 	
              Paid

            	 	
              Achievement
                determined in reasonable discretion of the Compensation Committee
                of the
                Board. First review date shall be
                2/1/2007.

            


    

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    
      	 	
              ·

            	
              Unless
                as provided for in this Agreement, each Applicable Initial Bonus
                Fee shall
                be payable within five business days after fulfillment of the applicable
                Achievement Criterion, after direction by the Compensation Committee
                of
                the Allegro Board of Directors.

            


    

     

    
      	 	
              ·

            	
              In
                order to receive each Applicable Initial Bonus Fee, fulfillment of
                the
                applicable Achievement Criterion must occur during the
                Term.

            


    

     

    
      	 	
              ·

            	
              Milestones
                may be achieved in any order.”

            


    

     

    [Signature
      page follows]

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, this Amendment has been executed by the parties as of the
      date
      first above written.

    
      	 	 	 
	 	
              ALLEGRO
                BIODIESEL CORPORATION

            
	 
 	 
 	 
 
	
            	By:  	/s/
              Paul A. Galleberg
	 	
              
Name:
              PAUL A. GALLEBERG
              Title:
                DIRECTOR

            


    

    
      
        	 	 	 
	 	
                
                  OCEAN
                    PARK ADVISORS, LLC

                

              
	 
 	 
 	 
 
	
              	By:  	/s/
                W. Bruce Comer III
	 	
                
Name:
                W. Bruce Comer III
                
                  Title:
                    Managing Director

                

              


      

       

      
        
          
          

        

        
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