Exhibit
      10.1

     

    FIRST
      AMENDMENT TO SERVICES AGREEMENT

    


    THIS
      FIRST AMENDMENT TO SERVICES AGREEMENT (the “Amendment”)
      is
      effective as of August 1, 2007 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 PV
      Asset Management LLC, a California limited liability company (“PVAM”).
      This
      Amendment amends that certain Services Agreement effective as of February 5,
      2007 between Allegro and PVAM (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.

     

    2. Term.
      Section
      4(a) of the Original Agreement is hereby amended and restated to read: “The term
      of PVAM’s engagement hereunder (the “Term”) shall commence on February 5, 2007
      and shall end on October 15, 2007.”

     

    3. Tolling
      of Base Fee.
      A new
      sentence shall be added to Section 5(a) as follows: “No Base Fee shall be
      payable for the period from August 5, 2007 through August 15,
      2007.”

     

    4. Base
      Fee.
      The
      Base Fee shall be increased to $12,000.

     

    5. Bonus
      Fees.
      No new
      Bonus Fees are added by this Amendment. However, Allegro shall pay Bonus Fees
      set forth in the Original Agreement to PVAM if the following conditions are
      met:
      (i) continued progress towards the milestones is made during the Term and (ii)
      any applicable Achievement Criterion for the Bonus Fee related to compensation
      matters is achieved on or before January 31, 2008 and for the Bonus Fee related
      to a market listing is achieved on or before June 30, 2008, in each case even
      given the Term may have earlier ended.

     

    6. Stock
      Options.
      

     

    (a) The
      91,666 options scheduled to be granted to Paul Galleberg on August 5, 2007
      shall
      not be granted on that date and shall be granted at a later date to be fixed
      by
      the Board of Directors of Allegro. This date will be subsequent to the close
      of
      the Talen’s transaction (assuming that closing occurs). Allegro anticipates
      making the grant to Paul Galleberg on the same date (“Grant Date”) that the
      Board of Allegro grants options to employees, directors and other consultants.
      However, in no case will the Grant Date be later than January 31, 2008, whether
      or not the Talen’s transaction closes prior to that date. 

     

    (b) Allegro
      offers to rescind, effective as of August 1, 2007, the grant of 183,332 stock
      options made to Paul Galleberg on June 28, 2007, and further offers to grant
      on
      the Grant Date 183,332 replacement options to Paul Galleberg. PVAM accepts
      that
      offer.

     

    (c) For
      the
      avoidance of doubt, the grants in Section 6(a) and Section 6(b) of this
      Amendment shall total 274,998 stock options to be granted to Paul Galleberg
      on
      the Grant Date, even if the Term shall have earlier ended. Such grant shall
      be
      made using the form of stock option award agreement previously utilized for
      the
      June 28, 2007 stock option grant to Paul Galleberg (including, without
      limitation, the five-year exercise period) and shall be made at the fair market
      value strike price determined by the Allegro Board and consistently applied
      to
      all option recipients on the Grant Date.

     

    7. Survival.
      A new
      sentence is added to Section 14 of the Original Agreement that reads: “Allegro’s
      obligation to pay Bonus Fees shall continue as set forth on Schedule 1
      notwithstanding any termination or expiration of the Term.”

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

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

     

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


    

    
       

      
        	 	 	 
	 	PV
                ASSET
                MANAGEMENT LLC
	 
 	 
 	 
 
	 	By:  	/s/
                Paul
                Galleberg
	 	
                
Name:
                Paul Galleberg
	 	
                Title:
                  President