SERVICES
      AGREEMENT

     

    THIS
      SERVICES AGREEMENT (this “Agreement”)
      effective as of February 5, 2007, 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”).

     

    RECITALS

     

    WHEREAS,
      the Company desires to obtain from PVAM certain services; and 

     

    WHEREAS,
      the parties hereto desire to enter into this Agreement to set forth the basis
      on
      which PVAM will deliver services to the Company, all as set forth more fully
      in
      this Agreement.

     

    AGREEMENT

     

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

     

    1.  Effectiveness
      of the Agreement.
      This
      Agreement shall be effective as of February 5, 2007.

     

    2.  Engagement.
      The
      Company hereby engages PVAM to deliver services for the benefit of the Company
      on the terms and conditions set forth in this Agreement. The Company is hereby
      obtaining from PVAM services as reasonably requested for the benefit of the
      Company by the Chief Executive Officer of the Company (the “Services”).
      Except as otherwise provided herein, all compensation for provision of the
      Services by PVAM and the persons utilized by PVAM to provide the Services shall
      be paid to PVAM, and PVAM shall indemnify the Company against any claims by
      any
      individual for unpaid services.

     

    3.  Duties.

     

    (a)  The
      provision of Services by PVAM shall be subject to Allegro’s Charter, Bylaws
      (including without limitation the provision that the business and affairs of
      Allegro shall be managed by its Board of Directors (the “Board”))
      and
      other governing documents, including committee charters, as any of them may
      be
      amended from time to time, as well as applicable laws and regulations, including
      the regulations of any securities exchange on which Allegro’s securities are
      listed or traded.

     

    (b)  PVAM
      shall cause Paul Galleberg, a principal of PVAM (“Galleberg”),
      to
      furnish approximately 20 hours per week (on average) at such locations as are
      reasonably necessary to perform the Services. Consequently, it is hereby
      understood and agreed that Galleberg and other PVAM personnel are not required
      to devote their full time to this engagement.

     

    
      
         

      

      
        
        

        
          

        

      

      
         

      

    

    (c)  In
      undertaking to provide the services set forth herein, none of PVAM or any other
      person or entity guarantees or otherwise provides any assurances that their
      efforts to build the Company’s operational and financial health and stability
      will be successful and, except for the amount referenced in Section
      5(b),
      Allegro’s obligation to provide the compensation specified under Section
      5
      hereof
      shall not be conditioned upon any particular results being
      obtained.

     

    4.  Term.
      

     

    (a)  The
      term
      of PVAM’s engagement hereunder (the “Term”)
      shall
      be for six months commencing on February 5, 2007 and ending on August 3, 2007.
      The Company shall be entitled to extend the Term of this Agreement by an
      additional sixty (60) days upon written notice to PVAM, provided, that during
      any such extended Term the Base Fees (as defined below) shall be increased
      by
      sixty-seven percent (67%).

     

    (b)  Allegro
      shall have the right to terminate the Services, effective upon 15 days advance
      written notice, if Galleberg is not actively engaged in the provision of
      Services whether due to death, disability or by reason of a material breach
      of
      this Agreement by PVAM. 

     

    5.  Compensation.
      The
      following compensation shall be payable to PVAM for provision of the Services
      by
      PVAM:

     

    (a)  Base
      Fee.
      Allegro
      shall pay PVAM a monthly fee (the “Base
      Fee”)
      of
      $10,000, pro-rated for partial months and payable in advance no later than
      the
      first day of every month during the Term. 

     

    (b)  Allegro
      shall pay to PVAM the following bonuses (collectively, the “Bonus
      Fees”).

     

    (i) PVAM
      is
      eligible to receive bonus fees (the “Initial
      Bonus Fees”)
      based
      on achievement of the performance criteria set forth on Schedule
      1.
      The
      Initial Bonus Fees, which, in aggregate, shall not exceed $75,000, shall be
      paid
      as set forth on Schedule
      1.

     

    (c)  Stock
      Option Grant.
      On each
      of April 5, 2007, June 5, 2007 and August 5, 2007, PVAM shall be entitled to
      an
      additional fee in an amount equal to the value of a non-qualified stock option
      to purchase ninety-one thousand six hundred and sixty-six (91,666) shares of
      the
      Company’s common stock on terms consistent with Section 5(d) below (a
“Stock
      Option”)
      for
      the Services. The Company and PVAM agree that for good and valuable
      consideration, the receipt and adequacy of which are hereby acknowledged, all
      of
      the amounts payable to PVAM pursuant to this Section 5(c) shall be paid in
      the
      form of Stock Options granted directly to Galleberg. The Company and PVAM
      further agree that, notwithstanding the foregoing, the Company shall not grant
      any such Stock Options until the eleventh (11th)
      day
      following the effectiveness of a registration statement filed under the
      Securities Act of 1933, as amended, by the Company after the Effective Date
      (such eleventh day, the “Initial
      Grant Date”).
      On
      the Initial Grant Date, the Company shall grant to Galleberg the Stock Options,
      if any, that have accrued prior to or are payable on such date, and that
      following the Initial Grant Date the Stock Options shall be granted to Galleberg
      on the first day the value of such Stock Option would otherwise be payable
      to
      the PVAM.

     

    
      
         

      

      
        2

        
          

        

      

      
         

      

    

    (d)  Each
      Stock Option shall be immediately vested as of the date of grant and shall
      expire five years following the date of grant. The Stock Option shall be
      exercisable at a price per share equal to the fair market value of the Company’s
      common stock on the date of grant as determined pursuant to the Company’s 2006
      Incentive Compensation Plan. Other terms of the Stock Option shall be set forth
      in the Company’s 2006 Incentive Compensation Plan and in a stock option
      agreement to be entered into between Galleberg and the Company, the form of
      which is substantially as set forth in Schedule
      3
      hereto.
      The grant of the Stock Option and its terms are subject in all respects to
      the
      approval of the Company’s Board of Directors. During the Term, including any
      extension of the Term, PVAM may be eligible but shall not be entitled to
      additional compensation in the form of options or other equity compensation
      awards granted directly to Galleberg, as determined by the Board in its sole
      discretion.

     

    (e)  Expenses.
      During
      the Term, Allegro shall reimburse PVAM for all reasonable business expenses
      incurred in connection with the provision of Services in accordance with
      Allegro’s policies in effect from time to time with respect to travel,
      entertainment and other business expenses for senior executives, provided that
      business travel shall be approved in writing by the Company in advance. The
      Company shall provide office space and parking at its Los Angeles offices (being
      as of the date hereof at 6033 West Century Blvd., Suite 1090) that shall be
      made
      available for use, at the Company’s cost, by PVAM in connection with the
      provision of the Services.

     

    (f)  Other
      Benefits.
      Galleberg and other persons, if any, performing Services shall also be entitled
      to coverage for services rendered to the Company while they serve as directors
      or officers of the Company under director and officer liability insurance
      policy(ies) maintained by the Company from time to time. Except as set forth
      in
      this Agreement or as agreed by the Company’s Board of Directors, no person
      rendering Services on behalf of PVAM shall be entitled to receive other benefits
      (including, without limitation, employee welfare benefits) by virtue of this
      Agreement.

     

    (g)  In
      the
      event of any breach of this Agreement by the Company, the aggregate amount
      of
      (i) unpaid Base Fees, Bonus Fees and any other earned but unpaid compensation,
      (ii) unpaid expense reimbursements or other cash entitlement, (iii) Base Fees
      for the remaining Term and (iv) the aggregate of all unpaid Bonus Fees shall
      become immediately due and payable to PVAM, irrespective of whether the
      corresponding milestones have been achieved. In addition, in such event, all
      Allegro stock options issued to PVAM shall become immediately vested
      notwithstanding the terms thereof. 

     

    
      
         

      

      
        3

        
          

        

      

      
         

      

    

    6.  Confidentiality. 
      PVAM
      shall cause each person engaged by it to perform Services, including, without
      limitation, Galleberg, to enter into Allegro’s form of Confidentiality and
      Invention Assignment Agreement attached hereto as Schedule
      2
      prior to
      performing any Services.

     

    7.  Representations
      and Warranties.
      Each
      party represents and warrants to the other party as follows:

     

    (a)  It
      is a
      legal entity duly organized and validly existing under the laws of the
      jurisdiction in which it was organized and has all requisite corporate power
      to
      enter into this Agreement.

     

    (b)  Neither
      the execution and delivery of this Agreement nor the consummation of the
      transactions contemplated herein nor compliance by it with any of the provisions
      hereof will: (i) violate any order, writ, injunction, decree, law, statute,
      rule
      or regulation applicable to it or (ii) require the consent, approval, permission
      or other authorization of, or qualification or filing with or notice to, any
      court, arbitrator or other tribunal or any governmental, administrative,
      regulatory or self-regulatory agency or any other third party.

     

    (c)  This
      Agreement has been duly authorized, executed and delivered by it and constitutes
      its legal, valid and binding agreement.

     

    8.  Indemnification.
      

     

    (a)  The
      Company shall indemnify and hold PVAM, its principals, officers, shareholders,
      employees, members and agents harmless from and against any and all liability,
      demands, claims, actions, losses, interest, costs of defense and expenses
      (including, without limitation, reasonable attorneys’ fees) which arise out of
      or in connection with the acceptance of this Agreement and the performance
      of
      its duties hereunder except such acts or omissions as may result from the
      willful misconduct or gross negligence of PVAM. Promptly after receipt by PVAM
      of notice of any demand or claim or the commencement of any action, suit or
      proceeding relating to this Agreement, PVAM shall promptly notify the Company
      in
      writing. IT IS EXPRESSLY THE INTENT OF THE COMPANY TO INDEMNIFY PVAM AND ITS
      DIRECTORS, OFFICERS, SHAREHOLDERS, MEMBERS, EMPLOYEES AND AGENTS FROM ERRORS
      IN
      JUDGMENT OR OTHER ACTS OR OMISSIONS NOT AMOUNTING TO WILFULL MISCONDUCT OR
      GROSS
      NEGLIGENCE.

     

    (b) The
      parties acknowledge that Galleberg has entered into an Indemnification Agreement
      with Allegro dated as of August 4, 2006, in connection with his service as
      a
      director of Allegro (the “Indemnification
      Agreements”).
      Further, Allegro shall, upon the execution and delivery of this Agreement,
      enter
      into an indemnification agreement with PVAM for the benefit of PVAM and all
      persons employed by PVAM who render Services on substantially similar terms
      as
      the Indemnification Agreements. 

     

    
      
         

      

      
        4

        
          

        

      

      
         

      

    

    9.  Insurance.
      

     

    (a)  Allegro
      has furnished to PVAM a true, correct and complete copy of the following:
      Allegro Biodiesel Corporation D&O 2/2000 Executive and Organization
      Liability Insurance Policy #009656623 issued by National Union Fire Insurance
      Company of Pittsburgh, Pa (policy period 12/02/2006 to 12/02/2007) and has
      informed PVAM that Allegro also has in place certain “runoff” D&O liability
      policies (collectively, the "Policies"
      or
      individually referred to as a "Policy")
      issued
      to Allegro by various insurers as set forth herein (collectively, the
      "Insurer"). Allegro represents that, to the best of Allegro's knowledge, the
      Policies are in full force and effect and that no event has occurred that
      constitutes or, with the passage of time or giving of notice would constitute,
      an event of default thereunder or that would otherwise give the Insurer any
      right to cancel such Policies. Promptly after PVAM’s written request, Allegro
      shall notify the Insurer of the appointment of any person performing Services
      who becomes an officer of Allegro. Allegro shall cause its insurance broker
      to
      send copies of all documentation and other communications regarding the
      Policies, including without limitation any renewal or cancellation thereof,
      to
      the attention of PVAM, in the manner set forth herein, and PVAM, Galleberg
      and
      any person performing Services who becomes an officer of Allegro shall have
      all
      indemnities available to the officers of Allegro pursuant to Allegro's Charter
      and Bylaws. As long as the same can be done at a commercially reasonable cost,
      during the Term, Allegro shall maintain directors and officers liability
      insurance coverage, employment practices insurance coverage and fiduciary
      liability insurance coverage comparable as to terms (including without
      limitation the provisions or any similar provision regarding extension of the
      discovery period thereunder) and amounts not lower than those provided under
      the
      Policies, with any such replacement coverage being obtained from an insurer
      with
      a rating from a nationally recognized rating agency not lower than that of
      the
      Insurer presently providing such coverage. Upon any cancellation or nonrenewal
      of any Policies by any Insurer, as long as the same can be done at a
      commercially reasonable cost, Allegro shall exercise its rights under the
      applicable clause of the relevant Policy to extend the claim period for a
      one-year "discovery period" and shall exercise such rights and pay the premium
      required thereunder within the 30-day period specified therein. Allegro shall
      use commercially reasonable efforts, in connection with the next renewal of
      each
      Policy, to negotiate to obtain an option to extend the discovery period set
      forth in such Policies from one to three years, as long as the same can be
      obtained at a commercially reasonable cost. 

     

    10.  Limitations
      on Liability.
      The
      Company agrees that PVAM and its personnel will not be liable to the Company
      for
      any claims, liabilities, or expenses relating to this engagement in excess
      of
      the fees paid by them to PVAM pursuant to this Agreement, unless there is a
      final, nonappealable order of a Court of competent jurisdiction finding PVAM
      or
      its personnel performing Services liable for gross negligence or willful
      misconduct. In no event will PVAM or any person or entity, or their personnel
      be
      liable for consequential, special, indirect, incidental, punitive or exemplary
      loss, damages or expenses relating to the provision of Services. These
      limitations on liability provisions extend to the employees, representatives,
      agents and counsel of PVAM. The limitation on liability contained in this
      Agreement and the indemnification agreements referenced in Section
      8
      shall
      survive the completion or termination of this Agreement.

     

    
      
         

      

      
        5

        
          

        

      

      
         

      

    

    11.  Independent
      Contractor; Taxes.
      The
      parties intend that PVAM shall render services hereunder as an independent
      contractor, and nothing herein shall be construed to be inconsistent with this
      relationship or status. PVAM and any person providing Services shall be solely
      responsible for any tax consequences by reason of this Agreement and the
      relationship established hereunder, and the Company shall not be responsible
      for
      the payment of any federal, state or local taxes or contributions imposed under
      any employment insurance, social security, income tax or other tax law or
      regulation with respect to PVAM’s performance of services hereunder.
      Notwithstanding anything in this Agreement to the contrary, the Company shall
      be
      entitled to effect any withholding from any amount payable by it pursuant to
      this Agreement to the extent required by law.

     

    12.  Non-Solicitation.

     

    (a)  PVAM
      shall cause each person providing Services, including, without limitation,
      Galleberg, to agree in writing for the benefit of the Company that, during
      the
      Term and for one year thereafter (the “Restricted
      Period”),
      he or
      she shall not directly or indirectly through another person or entity
      (i) induce, solicit, encourage or attempt to induce, solicit or encourage
      any employee of the Company (excluding any employee of PVAM, each of whom,
      for
      the avoidance of doubt, is not an employee of the Company) to leave the employ
      of the Company, or in any way interfere with the relationship between the
      Company and any employee thereof; or (ii)  induce, solicit, encourage or
      attempt to induce, solicit or encourage any customer, supplier, licensee,
      licensor, franchisee or other business relation of the Company to cease doing
      business with the Company, or in any way interfere with the relationship between
      any such customer, supplier, licensee or business relation of the Company
      (including, without limitation, making any negative or disparaging statements
      or
      communications regarding the Company). PVAM covenants that it will not, and
      it
      will advise members of senior management of PVAM not to, make any negative
      or
      disparaging statements or communications regarding the Company or its employees
      or directors.

     

    (b)  During
      the Restricted Period, the Company shall not directly or indirectly through
      another person or entity (i) induce, solicit, encourage or attempt to
      induce, solicit or encourage any employee of PVAM (including, without
      limitation, Galleberg) to leave the employ of PVAM, or in any way interfere
      with
      the relationship between PVAM and any employee thereof; or (ii)  induce,
      solicit, encourage or attempt to induce, solicit or encourage any customer,
      supplier, licensee, licensor, franchisee or other business relation of PVAM
      to
      cease doing business with PVAM, or in any way interfere with the relationship
      between any such customer, supplier, licensee or business relation of PVAM
      (including, without limitation, making any negative or disparaging statements
      or
      communications regarding PVAM). The Company covenants that it will not, and
      it
      will advise members of senior management of the Company and its board of
      directors not to, make any negative or disparaging statements or communications
      regarding PVAM or any person performing Services, including, without limitation,
      Galleberg.

     

    
      
         

      

      
        6

        
          

        

      

      
         

      

    

    (c) If,
      at
      the time of enforcement of this Section 12,
      a court
      shall hold that the duration, scope or area restrictions stated herein are
      unreasonable under circumstances then existing, the parties agree that the
      maximum duration, scope or area reasonable under such circumstances shall be
      substituted for the stated duration, scope or area and that the court shall
      be
      allowed to revise the restrictions contained herein to cover the maximum period,
      scope and area permitted by law.  Each party acknowledges that the
      restrictions contained in this Section 12
      are
      reasonable and that it has reviewed the provisions of this Agreement with its
      legal counsel.

     

    (d)  Each
      party acknowledges that in the event of the breach or a threatened breach by
      the
      other party or any person performing Services of any of the provisions of this
      Section 12,
      the
      other party would suffer irreparable harm, and, in addition and supplementary
      to
      other rights and remedies existing in its favor, the non-breaching party shall
      be entitled to specific performance and/or injunctive or other equitable relief
      from a court of competent jurisdiction in order to enforce or prevent any
      violations of the provisions hereof (without posting a bond or other security).
      In addition, in the event of a breach or violation by the Company, PVAM or
      any
      person of this Section 12,
      the
      Restricted Period shall be automatically extended by the amount of time between
      the initial occurrence of the breach or violation and when such breach or
      violation has been duly cured.

     

    13.  Jurisdiction.
      Each of
      PVAM and the Company hereby irrevocably and unconditionally (a) submits for
      itself and its property in any legal action or proceeding relating to this
      Agreement, to the non-exclusive general jurisdiction of the State of California,
      the Courts of the United States of America for the Central District of
      California located in Los Angeles County, California, and appellate courts
      from
      any thereof; (b) consents that any such action or proceeding may be brought
      in
      such courts and waives any objection that it may now or hereafter have to the
      venue of any such action or proceeding in any such court or that such action
      or
      proceeding was brought in an inconvenient court and agrees not to plead or
      claim
      the same; (c) agrees that service of process in any such action or proceeding
      may be effected in any manner permitted by law and agrees that nothing herein
      shall affect the right to effect service of process in any manner permitted
      by
      law or shall limit the right to sue in any other jurisdiction; and (d) waives,
      to the maximum extent not prohibited by law, any right it may have to claim
      or
      recover in any legal action or proceeding referred to in this subsection any
      special, exemplary or punitive or consequential damages.

     

    14.  Survival
      of Agreement.
      Except
      as provided in this Agreement, the obligations set forth Sections
      5, 8, 9, 10, 12, 13 and 17
      shall
      survive the expiration, termination, or supersession of this
      Agreement.

     

    15.  Amendments.
      Any
      amendment to this Agreement shall be made in writing and signed by the parties
      hereto.

     

    16.  Enforceability.
      If any
      provision of this Agreement shall be invalid or unenforceable, in whole or
      in
      part, then such provision shall be deemed to be modified or restricted to the
      extent and in the manner necessary to render the same valid and enforceable,
      or
      shall be deemed excised from this Agreement, as the case may require, and this
      Agreement shall be construed and enforced to the maximum extent permitted by
      law
      as if such provision had been originally incorporated herein as so modified
      or
      restricted or as if such provision had not been originally incorporated herein,
      as the case may be.

     

    
      
         

      

      
        7

        
          

        

      

      
         

      

    

    17.  Construction.
      This
      Agreement shall be construed and interpreted in accordance with the internal
      laws of the State of California.

     

    18.  Notices.
      All
      notices, requests, consents and other communications hereunder to any party
      shall be deemed to be sufficient if contained in a written instrument delivered
      in person or duly sent by certified mail, postage prepaid or by an overnight
      delivery service, charges prepaid; addressed to such party at the address set
      forth below or such other address as may hereafter be designated in writing
      by
      the addressee to the addressor:

     

    
      	
              If
                to the Company:

            	
              Allegro
                Biodiesel Corporation

              6033
                West Century Blvd., Suite 1090

              Los
                Angeles, California 90045

              Attention:
                Chairman of the Board 

            
	 	 
	
              If
                to PVAM:

            	
              PV
                Asset Management LLC

              2721
                Via Elevado

              Palos
                Verdes Estates, California 90274

              Attn:
                Paul Galleberg

            


    

     

    Any
      party
      may from time to time change its address for the purpose of notices to that
      party by a similar notice specifying a new address, but no such change shall
      be
      deemed to have been given until it is actually received by the party sought
      to
      be charged with its contents.

     

    19.  Waivers.
      No
      claim or right arising out of a breach or default under this Agreement shall
      be
      discharged in whole or in part by a waiver of that claim or right unless the
      waiver is supported by consideration and is in writing and executed by the
      aggrieved party hereto or his or its duly authorized agent. A waiver by any
      party hereto of a breach or default by the other party hereto of any provision
      of this Agreement shall not be deemed a waiver of future compliance therewith,
      and such provisions shall remain in full force and effect.

     

    20.  Counterparts.
      This
      Agreement may be executed in several counterparts, each of which shall be deemed
      an original, and all of which shall together constitute one and the same
      instrument.

     

    
      
         

      

      
        8

        
          

        

      

      
         

      

    

    21.  Entire
      Agreement.
      This
      Agreement and the other documents delivered pursuant hereto constitute the
      full
      and entire understanding and agreement among the parties hereto with regard
      to
      the subjects hereof and thereof and no party shall be liable or bound to any
      other in any manner by any representations, warranties, covenants and agreements
      except as specifically set forth herein and therein.

     

    22.  No
      Third Party Beneficiaries.
      This
      Agreement is for the sole and exclusive benefit of the Parties hereto and
      nothing herein, expressed or implied, shall give or be construed to give any
      person or entity, other than the parties hereto, any legal or equitable rights
      hereunder.

     

    23. Assignment.
      Except
      as
      specifically stated in this Agreement, neither this Agreement nor any of the
      rights, interests or obligations of any party hereunder shall be assigned or
      delegated by either party without the prior written consent of the other party,
      not to be unreasonably withheld. Any unauthorized assignment or delegation
      shall
      be null and void. Notwithstanding the foregoing, PVAM may assign this Agreement
      to an affiliated entity for tax or organizational reasons, so long as the
      Services and the principal individuals providing such services (that is,
      Galleberg) shall be as contemplated herein. Furthermore, either party may,
      without the other’s consent, assign this Agreement to a present or future
      affiliate, successor in a merger or similar transaction or purchaser of all
      or
      substantially all of such party’s assets.

     

     

    [Signature
      page follows]

     

     

    
      
         

      

      
        9

        
          

        

      

      
         

      

    

    IN
      WITNESS WHEREOF, this Agreement 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




     

    
      Signature
        Page to
        PVAM Services Agreement

    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    



    Schedule
      1

     

    Initial
      Bonus Fees

     

    PVAM
      understands and agrees that not all of these Initial Bonus Fees are under the
      unilateral control of PVAM, 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.

            	
              Corporate
                Governance program to meet requirements for national stock market
                listing

            	
              $37,500

            	
              Effectiveness
                of listing on NASDAQ, AMEX, NYSE or other major market

            
	
              2.

            	
              Design
                and implementation of compensation program (employee stock plan,
                project
                development pool, 2007 management and employee bonuses, board
                compensation, etc.)

            	
              $37,500

            	
              Board
                approval of all components of compensation
                program

            


    

    


     

    
      	·  	
              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.

            


    

     

     

    
      
        
          Schedule
            2

        

      

      
         

        
          

        

      

      
         

      

    

    


    Schedule
      2

     

    Form
      Of Confidentiality And Invention Assignment Agreement

     

    


    


    


     

    


     

    

 

    
      
        
          Schedule
            2

        

      

      
         

        
          

        

      

      
         

      

    

     

    Schedule
      3

     

    Form
      of Stock Option Agreement

     

     

     

     

     

     

     

     

    
      
        
          Schedule
            3