Exhibit
      10.1


   


   


    
      	
              U.S.
                $500,000.00 

            	
              November
                14, 2007

              Los
                Angeles, California

            


    

     


    SECURED
      PROMISSORY NOTE

    


    FOR
      VALUE
      RECEIVED, the undersigned, Community Power Corporation, a Colorado corporation
      (“Borrower”),
      promises to pay to the order of Allegro Biodiesel Corporation, a Delaware
      corporation (together with its successors and assigns, “Lender”),
      the
      principal sum of Five Hundred Thousand and 00/100 United States Dollars
      (U.S.$500,000.00), with interest on the unpaid principal balance as provided
      herein, until paid, at the Interest Rate provided herein. 

    


    WHEREAS,
      Borrower has requested that Lender make available to Borrower a loan in the
      principal amount of U.S.$500,000.00 (the “Loan”);
      and

     
      

    WHEREAS,
      Lender is willing to make the Loan, which this Secured Promissory Note (this
      ‘Note”)
      evidences, upon the terms and conditions set forth herein.

     
      

    NOW,
      THEREFORE, for and in consideration of the foregoing, and for other good and
      valuable consideration, the receipt and sufficiency of which are hereby
      acknowledged, the parties hereby agree as follows: 

     
      

    1.
       Rate
      of Interest.
      The
      outstanding principal balance of this Note shall bear interest at 7.0% (seven
      percent) per annum, calculated on the basis of a 360 day year (the “Interest
      Rate”)
      for
      the actual number of days elapsed during any month or other accrual period.
      

     
      

    2.
       Payment
      and Prepayment.
      

     
      

    (a)
       Payment.
      The
      entire principal balance of this Note, plus
      any
      accrued and unpaid interest thereon shall be due and payable in full on June
      1,
      2008 (the “Maturity
      Date”).
      

     
      

    (b)
       Prepayments.
      Borrower may prepay this Note in whole or part at any time (the “Prepayment
      Date”)
      with
      funds from any source at the prepayment price equal to the portion of the then
      outstanding principal amount of this Note that Borrower desires to prepay,
      plus
      all
      accrued and unpaid interest through and including the applicable Prepayment
      Date. 

     
      

    (c)
       Application
      of Payments.
      All
      payments made pursuant to the terms of this Note shall be applied to amounts
      then due and payable in the following order: (i) to interest accrued on this
      Note; and (ii) to the principal amount of this Note. 

     
      

    (d)
       Termination.
      This
      Note shall terminate at such time as the Note has been fully and indefeasibly
      paid in cash. 

     
      

    3.
       Default
      Rate.
      Notwithstanding Section
      1,
      after
      the occurrence of any Event of Default, and for so long as such Event of Default
      continues, this Note shall bear interest until paid in full at the rate of
      three
      percent (3.0%) per annum in excess of the monthly Interest Rate. 

     
      

    
      
         

      

      
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          1
          -

        
          

        

      

      
         

      

    

    

      
        	
                U.S.
                  $500,000.00 

              	
                November
                  14, 2007

                Los
                  Angeles, California

              


      

       

    

    4.
       Computation
      of Interest.
      Notwithstanding anything to the contrary set forth in Section
      1 or
      Section
      3,
      if a
      court of competent jurisdiction determines in a final order that the rate of
      interest payable hereunder exceeds the highest rate of interest permissible
      under law (the “Maximum
      Lawful Rate”),
      then
      so long as the Maximum Lawful Rate would be so exceeded, the rate of interest
      payable hereunder shall be equal to the Maximum Lawful Rate; provided,
      however,
      that if
      at any time thereafter the rate of interest payable hereunder is less than
      the
      Maximum Lawful Rate, Borrower shall continue to pay interest hereunder at the
      Maximum Lawful Rate until such time as the total interest received by Lender
      is
      equal to the total interest which would have been received had the interest
      rate
      payable hereunder been (but for the operation of this paragraph) the interest
      rate payable since the Maturity Date as otherwise provided in this Agreement.
      Thereafter, interest hereunder shall be paid at the rate of interest and in
      the
      manner otherwise provided in this Note, unless and until the rate of interest
      again exceeds the Maximum Lawful Rate, and at that time this paragraph shall
      again apply. In no event shall the total interest received by Lender pursuant
      to
      the terms hereof exceed the amount which Lender could lawfully have received
      had
      the interest due hereunder been calculated for the term hereof following the
      Maturity Date at the Maximum Lawful Rate. If the Maximum Lawful Rate is
      calculated pursuant to this paragraph, such interest shall be calculated at
      a
      daily rate equal to the Maximum Lawful Rate divided by the number of days in
      the
      year in which such calculation is made. If, notwithstanding the provisions
      of
      this Section
      4,
      a court
      of competent jurisdiction shall finally determine that Lender has received
      interest hereunder in excess of the Maximum Lawful Rate, Lender shall, to the
      extent permitted by applicable law, promptly apply such excess interest to
      amounts then due and payable in the following order: (i) to interest accrued
      on
      this Note; and (ii) to the principal amount of this Note, and thereafter shall
      refund any excess to Borrower or as a court of competent jurisdiction may
      otherwise order. 

    


    5.
       Manner
      of Payment.
      All
      payments by Borrower on this Note shall be made in immediately available funds
      delivered to Lender by wire transfer to such accounts at such banks as Lender
      may from time to time designate. 

     
      

    6.
       Grant
      of Security.
      To
      secure the prompt and complete payment of this Note, Borrower hereby
      collaterally assigns and grants to Lender a security interest in, and a lien
      on
      and against, all of Borrower’s right, title and interest in and to its assets
      (collectively, the “Collateral”).
      The
      priority of such security interest and lien shall be second only to any first
      priority security interest(s) and lien(s) on the Collateral outstanding as
      of
      and in the amounts on the date hereof. Borrower authorizes Lender to file a
      financing statement and amendments thereto, disclosing the security interest
      granted to Lender under this Note without such Borrower’s signature appearing
      thereon. 

     
      

    7.
       Representations,
      Warranties and Covenants of Borrower. 

     
      

    (a)
       Borrower
      has the legal right to own, pledge, mortgage or otherwise encumber the
      Collateral. 

     
      

    (b)
       The
      execution, delivery and performance by Borrower of this Note and the creation
      of
      any and all liens provided for therein (i) are within Borrower’s power and
      capacity, (ii) have been duly authorized by all necessary corporate action,
      and
      (iii)  do not result in the creation or imposition of any lien, charge,
      claim, security interest, easement or encumbrance, adverse claim or preference,
      priority or other security agreement or preferential arrangement of any kind
      or
      nature whatsoever upon any of the Collateral other than any in favor of Lender
      pursuant to this Note. This Note has been duly executed and delivered by
      Borrower and constitutes a legal, valid and binding obligation of Borrower
      enforceable against Borrower in accordance with its terms. 

     
      

    (c)
       At
      any
      time and from time to time, upon the written request of Lender and at the sole
      expense of Borrower, Borrower shall promptly and duly execute and deliver any
      and all such further instruments and documents and take such further actions
      as
      Lender may deem reasonably necessary or desirable to obtain the full benefits
      of
Section
      6
      hereof
      and of the rights and powers therein granted. 

     
      

    8.
       Events
      of Default; Acceleration.
      Upon and
      at any time following the occurrence of any Event of Default, then, at the
      option of Lender, upon written notice to Borrower, the entire principal amount
      and all interest accrued and outstanding hereunder shall at once become due
      and
      payable, and Lender may exercise any and all rights and remedies of Lender
      hereunder or pursuant to applicable law. Lender may so accelerate such
      obligations and exercise such remedies at any time after the occurrence of
      any
      Event of Default, regardless of any prior forbearance. The following are
“Events
      of Default”:
      

     
      

    
      
         

      

      
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                U.S.
                  $500,000.00 

              	
                November
                  14, 2007

                Los
                  Angeles, California

              


      

       

    

    (a)
       Principal
      and Interest Payments.
      Borrower
      defaults in the payment of any interest on or principal of this Note is not
      paid
      in full, after the same becomes due and payable. 

     
      

    (b)
       Representations
      and Warranties.
      Any
      representation and warranty contained in this Note or in any due diligence
      information provided by Borrower to Lender is incorrect in any material respect
      or omits to include facts or information that are necessary to make the
      statements or information contained in such representations and warranties
      or
      due diligence information not misleading. 

     
      

    (c)
       Other
      Debt to Other Lenders.
      Borrower
      defaults in the payment of any amounts due to anyone other than the Lender,
      or
      in the observance or performance of any of the covenants or agreements contained
      in any credit agreements, notes, leases, collateral or other documents relating
      to any debt of Borrower to anyone other than Lender, in each case, in respect
      of
      debt in excess of $25,000.00, and any cure period applicable to such default
      has
      elapsed. 

     
      

    (d)
       Involuntary
      Bankruptcy or Receivership Proceedings.
      A
      receiver, conservator, liquidator or trustee of Borrower is appointed by order
      or decree of any court or agency or supervisory authority having jurisdiction;
      or an order of relief is entered against Borrower under the Federal Bankruptcy
      Code; or the Borrower is adjudicated bankrupt or insolvent; or a petition is
      filed against Borrower under any state, reorganization, arrangement, insolvency,
      readjustment of debt, dissolution, liquidation or receivership law of any
      jurisdiction, whether now or hereafter in effect, and such petition is not
      dismissed within 60 days. 

     
      

    (e)
       Voluntary
      Petitions.
      Borrower
      files a case under the Federal Bankruptcy Code or seeks relief under any
      provision of any bankruptcy, reorganization, arrangement, insolvency,
      readjustment of debt, dissolution or liquidation law of any jurisdiction,
      whether now or hereafter in effect, or consents to the filing of any case or
      petition against it under any such law. 

     
      

    (f)
       Assignment
      for Benefit of Creditors.
      Borrower
      makes an assignment for the benefit of its creditors, or admits in writing
      its
      inability to pay its debts generally as they become due, or consents to the
      appointment of a receiver, trustee or liquidator of Borrower or of all or any
      of
      its property. 

     
      

    9.
       Applicable
      Law.
      This
      Note shall be governed by and construed in accordance with the laws of the
      State
      of California. Borrower and Lender each hereby consent and agree that the state
      or federal courts located in Los Angeles County, City of Los Angeles, California
      shall have exclusive jurisdiction to hear and determine any claims or disputes
      between or among any of the parties hereto pertaining to this Note or to any
      matter arising out of or relating to this Note, provided,
      however,
      that each of the parties hereto acknowledges that any appeals from any of such
      courts may have to be heard by a court located outside of Los Angeles County,
      City of Los Angeles, California, and, provided,
      further,
      however, that nothing in this Note shall be deemed or operate to preclude Lender
      from bringing suit to realize on the Collateral, or to enforce a judgment or
      other court order in favor of Lender. Borrower and Lender each expressly submit
      and consent in advance to such jurisdiction in any action or suit commenced
      in
      any such court, and Borrower and Lender each hereby waive any objection which
      Borrower or Lender may have based upon lack of personal jurisdiction, improper
      venue or forum non conveniens and hereby consents to the granting of such legal
      or equitable relief as is deemed appropriate by such court. 

     
      

    
      
         

      

      
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                U.S.
                  $500,000.00 

              	
                November
                  14, 2007

                Los
                  Angeles, California

              


      

       

    

    IN
      WITNESS WHEREOF, the undersigned have executed this Note as of the date first
      written above. 

     

     

    
      	COMMUNITY POWER
              CORPORATION
	 	 	 
	By:	/s/
              Arthur W.
              Lilley            
                        
	Date: November 13, 2007
	 	
              Arthur
                W. Lilley

              Chairman

            	 
	 	
            	 
	 	 	 
	ALLEGRO BIODIESEL
              CORPORATION
	 	 	 
	By:	/s/
              W. Bruce Comer
              III                   
              	Date: November 14, 2007
	 	
              W.
                Bruce Comer III

              Chief
                Executive Officer

            	 


    

    
 

    
      
         

      

      
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