**Exhibit 14**




**Allegro
      Biodiesel Corporation**


**CODE
      OF BUSINESS CONDUCT**





This
      Code
      of Business Conduct (the “Code”) was adopted by the Board of Directors (“Board”)
      of Allegro Biodiesel Corporation (the “Company” or “Allegro”) on January 29,
      2008 and replaces any previous versions of the Code.





**Who
      does the Code apply to?**





Our
      Code
      applies to all “Associates” of Allegro, defined as all employees of Allegro,
      including Management.





**Purpose
      of the Code**





Our
      Code
      is designed to promote an ethical work environment for all
      Associates. ** We
      are
      committed to demonstrating integrity and respect in our interactions and
      actions. The Code contains points that are important to each of us and to the
      business as a whole. Our Code cannot, of course, anticipate every situation
      that
      might come up. If you ever have any questions concerning what is expected of
      you, ask. We have an open door policy described in further detail at the end
      of
      this Code. You can also ask questions about the Code by contacting the Ethics
      Hotline as described below.





**Your
      Responsibilities Under the Code**





All
      Associates have the responsibility to abide by all local and national laws
      in
      all countries where our Company does business. Each of us is responsible for
      knowing and following the laws and company policies that relate to our job,
      including the policies in the Code and in the Company’s associate handbook. We
      must comply with the letter and spirit of the policies in the Code; and seek
      guidance or report any possible violations following the procedures described
      below.





Each
      of
      us has the additional responsibility to lead by example, ensure that our
      colleagues understand and comply with this Code, foster an environment that
      promotes compliance, and ensure that others understand how to report concerns
      and understand that there will be no retaliation for doing so.





In
      general, in thinking about your actions and whether or not they comply with
      the
      Code, you should think about:





·
            Is
                this legal?





·
            Is
                this the right thing to do?





·
            How
                would I feel if this were on the front page of the
                newspaper?





·
            Does
                this reflect well on the reputation of Allegro as an ethical
                company?





**Code
      Violations and Reporting**


**Speak
      Up!**





The
      Company offers many ways to ask a question relating to the Code or to report
      a
      possible violation.





If
      you
      see something that you think is wrong, don’t worry about the repercussions of
      sharing it. In no event will you or any member of the team be subject to
      reprisals, retribution or any career disadvantage for complying with the
      reporting or other requirements of this Code. Company policy strictly prohibits
      any retaliation for reporting under this Code.





Of
      course, false reporting of violations – when done knowingly or recklessly – will
      not be tolerated; but if you have actual knowledge of or a reasonable basis
      for
      suspecting a violation, you should err on the side of making the
      report.





If
      you
      have questions or concerns, or want to report known or suspected violations,
      you
      should take the following steps:





1.
            Contact
                your manager immediately. We have an open-door policy encouraging
                members
                of our team to take all work-related problems to their managers for
                a full
                and frank discussion.





2.
            Contact
                the President and COO Darrell Dubroc at 318-442-8730 orddubroc@allegrobio.com.





3.
            If
                you are not satisfied with the resolution of the matter or if you
                believe
                that the matter deserves further attention contact the Chief Executive
                Officer, Bruce Comer at 310-670-2093 orbcomer@allegrobio.com.










**OUR
      RESPONSIBILITY TO OUR CUSTOMER AND TO EACH OTHER**





The
      way
      we act and interact with our customers, vendors, communities, and all Associates
      defines how they feel about our Company. Everything we do counts. Our reputation
      is important.





**Respecting
      the Customer**





All
      of
      our customers are entitled to world class customer service. All customers are
      to
      be treated with respect and courtesy. We will not tolerate inferior treatment
      of
      our customers based on race, color, religion, gender, national origin,
      citizenship, age, disability, sexual orientation or marital status. We also
      are
      committed to providing accessible facilities and services for our customers
      with
      disabilities. We must never use information about our customers for any
      unauthorized purpose.





**Safety
      & the Work Environment**





All
      Associates and customers are entitled to a safe and healthful place in which
      to
      work. We strive to offer products that comply with all applicable product safety
      laws and benefits our customers. We are committed to acting responsibly with
      respect to the environment.





**Honest
      Communications and Fair Dealing**





We
      are
      committed to the truthful and accurate communication of information about our
      products. Advertising and other promotional materials will be honest and
      factual, not misleading or deceptive.





**Equal
      Opportunity**





We
      are an
      equal opportunity employer and it is the duty and responsibility of every
      Associate to create and maintain an environment free of discriminatory acts
      or
      behavior. It is our policy to recruit, hire, train, promote, assign, compensate
      and in all ways treat persons in compliance with all applicable local, state
      and
      federal laws and without regard to race, color, religion, gender, national
      origin, citizenship, age, disability, sexual orientation or marital
      status.





**No
      Harassment**





We
      are
      committed to maintaining a workplace entirely free from illegal discrimination
      or harassment. We will not tolerate harassment related to any individual’s race,
      color, religion, gender, national origin, citizenship, age, disability, sexual
      orientation or marital status.





The
      term
“harassment” may include unwelcome slurs and other offensive remarks, jokes and
      other verbal, graphic or unwelcome physical conduct. Harassment may also include
      unwelcome sexual advances, requests for sexual favors or unwelcome or offensive
      touching and other verbal, graphic or physical conduct of a sexual nature (such
      as obscene or lewd jokes, comments or displays or any inappropriate body
      contact).





**Accommodating
      Disabilities**





We
      accommodate Associates with disabilities in many ways. We will attempt to
      provide reasonable accommodations, as needed, to qualified Associates with
      disabilities.





If
      you
      are an Associate with a disability and believe that you need an accommodation
      to
      perform your job, you should inform Management, who will work with you and
      properly respond to your request.





**Drug-free
      Workplace**





We
      are
      committed to providing a safe, drug-free workplace. Possession, use or being
      under the influence of alcohol or illegal drugs during work hours subjects
      the
      Company and our Associates to unacceptable health and safety risks. We insist
      that our Associates work entirely free of the effects of alcohol and illegal
      drugs, as well as the adverse effects of any other legal substance.





**Privacy**





We
      endeavor to respect the privacy of all Associates. However, the Company, with
      guidance and approval from the CEO, retains the right to search any and all
      Company property at any time, including, but not limited to, offices, desks,
      e-mail, and voice mail.











**OUR
      RESPONSIBILITY TO THE PUBLIC**





**Compliance
      with Laws, Rules and Regulations**





As
      a
      Company, we strive to be a responsible citizen. Allegro and its Associates,
      as
      representatives of the Company, must obey all applicable local, state and
      federal laws and regulations here and in any country in which we transact
      business. If you have a question about such laws and regulations, it should
      be
      directed to the Company’s Legal Counsel.




**Communications
      with the Press, Investors and the Public**





Management
      ensures that requests for information are handled properly and consistently.
      Associates are not allowed to speak with the media without clearance. Requests
      for interviews or comments by the media, securities analysts, investors or
      other
      third parties must be referred to the Chief Executive Officer at 310-670-2093
      or info@allegrobio.com .





**Unfair
      Competition**





We
      have
      full confidence in our ability to succeed and prosper in a free marketplace.
      Our
      competitive advantage is the superior quality of our Associates, merchandise
      and
      services. We do not tolerate illegal restraints of trade or unfair competition.
      Do not enter into any discussions or arrangements with competitors that affect
      pricing, marketing or labor practices.





**Audits,
      Investigations and Legal Proceedings**





You
      must
      cooperate fully with any audit, inquiry or investigation undertaken at the
      Company’s direction by its attorneys, investigators, internal auditors or
      independent public accountants. In addition, the CEO must be immediately
      notified of any investigation or other legal proceedings in which the Company
      becomes or might become involved. This policy also covers situations where
      an
      Associate becomes involved as a third-party (for example, as a witness) if
      the
      matter concerns the Associate’s duties for the Company. While it is Company
      policy and practice to cooperate with all government investigations, no
      information, whether oral or written, or records or files of any nature, should
      be furnished to any outside party in connection with a lawsuit or government
      investigation, except upon prior approval of the CEO or an attorney designated
      by the CEO.





In
      addition, Associates should never, under any circumstances:





·
            Destroy
                or alter any documents in anticipation of a request for those documents
                from any government agency or a
                court;





·
            Lie
                or make any misleading statements to any government
                investigator;





·
            Attempt
                to cause any other Associate, or any other person, to fail to provide
                information to any government investigator or to provide any false
                or
                misleading information; or





·
            In
                any way mislead an auditor by providing or causing others to provide
                false, incomplete or non-responsive information.





**Corrupt
      Practices**





No
      gratuity, gift or other payment should be given or made to influence government
      or business decisions. All payments for goods and services should be made only
      under customary trade terms that reflect their fair value. Nor, of course,
      should any Associate seek or receive any corrupt payment.





All
      Associates must abide by the United States Foreign Corrupt Practices Act in
      addition to local laws on corrupt practices. While certain minor payments made
      to non-U.S. government officials made to expedite or secure the performance
      of
      certain routine governmental actions may not violate the law, prior written
      approval from our President and CEO, CFO and/or Executive Vice President of
      Business Development must be obtained before making or authorizing any such
      payment.





**Customs
      Laws**





We
      have a
      strict policy of complying with all legal requirements associated with the
      importation of goods into the United States.







**Gifts
      & Entertainment**





Gifts
      and
      entertainment may be offered to Associates by parties who have, or want to
      have,
      a business relationship with the Company. In order to ensure that such offers
      do
      not influence, or appear to influence, our business decisions, the following
      policies apply:





You
      may
      not accept any gift of more than reasonable value as defined by our industry
      standards. For these purposes a “gift” means anything of value, including cash,
      loans, personal or household items, merchandise, services and travel or vacation
      accommodations or expenses of any kind. If you have a question as to the
      definition of reasonable value or industry standards please consult Management.





You
      may
      accept an occasional invitation to a business meal or an occasional invitation
      to a sport, theatrical or other recreational event. However, the expense
      associated with such meals and entertainment must be reasonable and must fall
      within industry standards.





**Political
      Activity**





Although
      we encourage the participation in the democratic process, the Company’s
      political activities are strictly regulated by federal, state and local laws.
      The Company’s resources should never be used for, or committed to, any political
      activity without prior consultation with the CEO. Nor should any Associate
      ever
      be pressured to donate funds or time to a political candidate.





**OUR
      RESPONSIBILITY TO THE COMPANY**





The
      relationship between the Company and an Associate is one of trust. Each of
      us is
      entrusted by the Company to perform his or her duties faithfully, efficiently,
      and with the best interests of his or her colleagues in mind. The Company
      expects that we will not waste the Company’s resources, or use them for personal
      gain, and expects that each Associate will be diligent in protecting the
      Company’s interests.





**Protection
      and Use of Company Assets**





You
      are
      expected to use your work time for the benefit of the Company. Our premises,
      information, equipment, documents, data, software, supplies and support services
      are furnished to you to further the Company’s business and interests. You should
      protect the Company’s assets and ensure their efficient use for legitimate
      business purposes only. Theft, carelessness and waste have a direct impact
      on
      the Company’s profitability.





**Confidential
      Information**





Trade
      secrets and confidential or sensitive information must not be disclosed to
      any
      person (either inside or outside the Company) without a legitimate business
      reason. In no event should any confidential information or trade secrets be
      used
      by you for personal benefit or for the benefit of any competitor or other
      person. Associates with access to personal information about other Associates
      are required to safeguard the confidentiality of such information and to provide
      that information to others only when based upon a business need to do so, or
      when required by law as directed by the CEO.





**Company
      Brands**





Our
      brands and trademarks are valuable assets of the Company. We all have a
      responsibility to protect these assets, including reporting counterfeit
      merchandise or the improper distribution of our products to third parties.


**Continuing
      Responsibility**





You
      are
      expected to take due care in safeguarding the Company’s tangible and intangible
      assets against loss or unauthorized use, and to report promptly any misuse
      by
      others. You are also legally required to protect the confidentiality of our
      information and trade secrets – even when you are no longer an Associate.





**Policies
      and Practices**





The
      Company's Associate handbook has been created to reference those policies,
      practices and values that our Company holds true and, in turn, requires each
      Associate to abide by. It is your responsibility as an Associate to read,
      understand and comply with the policies and practices set forth in the Company's
      associate handbook. If you have any questions or concerns you should follow
      the
      Open Door Policy outlined in this Code.





**Avoid
      Conflicts of Interest**





Don’t
      use
      your position with the Company to obtain a personal benefit of any kind. All
      business decisions must be based on, and promote the best interests of, the
      Company. Avoid any action or relationship that creates, or has the appearance
      of
      creating, a conflict between the Company’s interests and your personal or
      immediate family’s interest or the interests of any third party.







The
      situations listed below are areas where the possibility of a conflict of
      interest may occur:





Financial
      Interests – A conflict may exist when an Associate, or member of his immediate
      family, directly or indirectly, (i) owns or otherwise engages in the same or
      similar kind of business in which the Company or any affiliate engage, or (ii)
      owns a significant beneficial interest in a competitor or concern which has
      a
      current or prospective business relationship with the Company or an affiliate,
      if such Associate is in a position to influence the business decisions of the
      Company or such outside concern. For example, accepting stock or stock options
      from a current or prospective customer or supplier could create a conflict
      of
      interest.





Outside
      activities – A conflict may exist when an Associate, or member of his immediate
      family, serves as a director, officer, associate, or agent of an organization
      which is either a competitor or which has a current or prospective business
      relationship with the Company or an affiliate. A conflict may also exist when
      an
      Associate engages in a personal business venture which prevents him from
      devoting the time and effort which his position at Allegro requires. A conflict
      may also exist when an Associate participates in a charitable or civic
      organization or serves in public office if the activities of any such
      organization or public body directly involve the business interests of the
      Company or an affiliate.





Gifts
–
A
      conflict may arise through the acceptance of gifts from competitors, customers,
      or others having or desiring to have a business relationship with Allegro if
      the
      acceptance or the prospect of receiving gifts tends to limit the
      Associate/recipient from acting solely in the best interests of the Company.
      The
      term “gifts” includes any gratuitous service, loan, discount, money or article
      of value, but does not include articles of reasonable value given as sales
      promotions or holiday remembrances or the value of reasonable entertainment
      consistent with industry standards and local social and business customs. Any
      gift you receive must fall within industry standards. If you have doubts as
      what
      constitutes industry standards or reasonable value please contact
      Management.





Confidential
      information and insider trading – A conflict may exist when an Associate, or
      member of his immediate family, uses for personal gain or for the benefit of
      others, confidential information obtained as a result of his employment.




Transactions
      involving Allegro – A conflict may exist when an Associate, or member of his
      immediate family (a) engages in the sale, rental, or purchase of any real estate
      or other property from the Company, other than a routine sale of Company
      products through normal sales outlets, or through normal surplus property
      procedures, or (b) benefits personally from any purchase or sale of properties
      of whatever nature by the Company, or derives personal gain from any transaction
      to which the Company is a party. Any such transaction must be approved by the
      Board of Directors of the Company.





Business
      opportunities – An Associate shall not appropriate to himself or to any other
      person or outside organization the benefit or opportunity which comes from
      knowledge gained in the course of employment. It continues to be the policy
      of
      the Company to require certain Associates, at the time of their employment,
      to
      sign a written agreement prohibiting unauthorized disclosure of confidential
      information and misappropriation of the Company’s intellectual
      property.





Disclosure
      procedure – Because it is not possible to list all situations or relationships
      which might create conflicts of interest problems, and because each situation
      must be evaluated on the facts, Associates should promptly disclose to the
      Chief
      Executive Officer any circumstances which might constitute a conflict of
      interest as described in this policy. Except as otherwise noted herein, all
      conflicts of interest must be approved by the Company.





**Living
      Up to Our Code**


**Open
      Door Policy**





Consider
      yourself formally invited to discuss work-related ideas, questions, problems
      and
      concerns with Management. If there is something about your job, your department
      or the Company that concerns you, please communicate it openly and honestly
      with
      Management. Your input will be given careful consideration.





An
      important part of Management’s responsibility is to listen and help resolve any
      work-related problems or issues. We are concerned about you as an individual,
      and we encourage you to talk openly with us so problems and complaints can
      be
      resolved.





If,
      for
      any reason, you feel that your questions have not been answered to your
      satisfaction, or your problem has not been solved, or it seems like it’s taking
      too long, you always have the option to speak with the person at the next level
      of supervision. If you are still not satisfied, you may continue on to the
      next
      level of Management, as outlined in this Code.





**Consequences
      for Violations of Our Code**





All
      violations of our Code – no matter how trivial they may seem at the time – are
      harmful to the interests of the Company and will be treated accordingly.
      Associates who violate the Code are subject to disciplinary action up to and
      including termination of employment.







**CODE
      OF BUSINESS CONDUCT**





I
      have
      read, understand and agree to comply with the Code of Business
      Conduct.







_________________________________________________   _____________


Associate’s
      Signature       Date






_________________________________________________


Associate’s
      Title