March
      14,
      2007

    


    Paul
      Galleberg

    2721
      Via
      Elevado

    Palos
      Verdes Estates, CA 90274

    


    Dear
      Paul:

     

    The
      purpose of this letter is to document the Allegro Biodiesel Corporation (the
      “Company”) Board of Director’s (the “Board’s”) agreement with you regarding your
      continued Board service following the engagement of PV Asset Management, LLC
      (“PVAM”), of which you are a principal, pursuant to the services agreement by
      and between PVAM and Allegro Biodiesel Corporation (the “Company”), dated as of
      February 5, 2007 (the “Services Agreement”). 

     

    During
      the time PVAM is engaged by the Company under the Services Agreement, you will
      continue to serve as a director of the Company and continue to vest in the
      stock
      options previously awarded to you as an independent director. You, however,
      will
      not receive any cash fees for services as an independent director (as provided
      for in the Company’s 2006 Incentive Compensation Plan, as amended) for the
      second or third calendar quarters of 2007 if the Services Agreement continues
      in
      force during such quarters. Notwithstanding the preceding sentence, the Company
      shall have the right to remove you from any position in the event that, by
      order
      of a court of competent jurisdiction, you are found directly liable for gross
      negligence or willful misconduct in connection with the provision of services
      under the Services Agreement.

     

    If
      a
      Change of Control (as defined below) occurs after the date hereof with respect
      to the Company within six years of the later of (i) the termination of the
      term
      of the Services Agreement, as may be extended, or (ii) the date that you
      otherwise cease to serve as an officer or director of the Company (such later
      date, the “Termination Date”), then the Company shall purchase a “tail”
directors and officers liability coverage policy that shall name you as
      additional named insured. The maximum coverage amount of such policy shall
      be
      appropriate for a Company of the type and size of the Company or the date the
      policy is purchased, but in any event, not less than $10 million. The term
      of
      the policy shall be not less than six years less the period of time lapsed
      since
      the Termination Date. “Change
      in Control” shall mean the first to occur of any of the following
      events:

     

    (i) A
      transaction or series of transactions (other than an offering of equity
      securities by the Company) whereby any “person” or related “group” of “persons”
(as such terms are used in Sections 13(d) and 14(d)(2) of the Securities
      Exchange Act of 1934, as amended (the “Exchange Act”)) (other than the Company,
      any of its subsidiaries, an employee benefit plan maintained by the Company
      or
      any of its subsidiaries or a “person” that, prior to such transaction, directly
      or indirectly controls, is controlled by, or is under common control with,
      the
      Company) directly or indirectly acquires beneficial ownership (within the
      meaning of Rule 13d-3 under the Exchange Act) of securities of the Company
      possessing more than 50% of the total combined voting power of the Company’s
      securities outstanding immediately after such acquisition;

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    (ii) During
      any twelve-month period, individuals who, at the beginning of such period,
      constitute the Board together with any new director(s) (other than a director
      designated by a person who shall
      have
      entered into an agreement with the Company to effect a transaction
      described
      in the
      immediately preceding or subsequent paragraph) whose election by the Board
      or
      nomination for election by the Company’s stockholders was approved by a vote of
      at least a majority of the directors then still in office who either were
      directors at the beginning of the twelve-month period or whose election or
      nomination for election was previously so approved, cease for any reason to
      constitute a majority thereof; or 

     

    (iii) The
      consummation by the Company (whether directly involving the Company or
      indirectly involving the Company through one or more intermediaries) of (x)
      a
      merger, consolidation, reorganization, or business combination or (y) a sale
      or
      other disposition of all or substantially all of the Company’s assets in any
      single transaction or series of related transactions or (z) the acquisition
      of
      assets or stock of another entity, in each case other than a
      transaction
      that
      results in the Company’s voting securities outstanding immediately before the
      transaction continuing to represent (either by remaining outstanding or by
      being
      converted into voting securities of the Company or the person that, as a result
      of the transaction, controls, directly or indirectly, the Company or owns,
      directly or indirectly, all or substantially all of the Company’s assets or
      otherwise succeeds to the business of the Company (the Company or such person,
      the “Successor Entity”)) directly or indirectly, at least a majority of the
      combined voting power of the Successor Entity’s outstanding voting securities
      immediately after the transaction.

     

    If
      the
      terms of this letter agreement are acceptable to you, please return a signed
      copy to me at the Company’s headquarters at your earliest convenience.


     

    Sincerely,

     

    


    /s/
      W.
      Bruce Comer
      III                   


    W.
      Bruce
      Comer, III

    Chief
      Executive Officer

    


    


    Acknowledged
      and Agreed.

    


    


    /s/
      Paul
      Galleberg     Date:
      March 14, 2007

    Paul
      Galleberg

     

     

    
      
         

      

      
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