Execution
      Copy

     

     

    STOCK
      PURCHASE AGREEMENT

     

    dated
      as of November 23, 2007

     

    between

     

    ALLEGRO
      BIODIESEL CORPORATION

     

    and

     

    COMMUNITY
      POWER CORPORATION

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      
        	
                ARTICLE
                  I

              	
                PURCHASE
                  AND SALE

              	
                1

              
	
                Section
                  1.1

              	
                Purchase
                  and Sale of the Common Stock

              	
                1

              
	
                Section
                  1.2

              	
                Purchase
                  Price for Securities and Company Stock Options

              	
                1

              
	 	 	 
	
                ARTICLE
                  II

              	
                CLOSING

              	
                1

              
	
                Section
                  2.1

              	
                Closing
                  Dates

              	
                1

              
	
                Section
                  2.2

              	
                Closing
                  Date Payment

              	
                1

              
	
                Section
                  2.3

              	
                Deliveries
                  to Purchaser

              	
                2

              
	 	 	 
	
                ARTICLE
                  III

              	
                REPRESENTATIONS
                  AND WARRANTIES OF THE COMPANY

              	
                2

              
	
                Section
                  3.1

              	
                Organization;
                  Power and Authority

              	
                2

              
	
                Section
                  3.2

              	
                Authorization;
                  Execution and Validity

              	
                2

              
	
                Section
                  3.3

              	
                Absence
                  of Conflicts

              	
                2

              
	
                Section
                  3.4

              	
                Governmental
                  and Third Party Approvals

              	
                3

              
	
                Section
                  3.5

              	
                Capitalization
                  of the Company

              	
                3

              
	
                Section
                  3.6

              	
                Financial
                  Statements

              	
                3

              
	
                Section
                  3.7

              	
                Liabilities

              	
                4

              
	
                Section
                  3.8

              	
                Absence
                  of Certain Changes

              	
                4

              
	
                Section
                  3.9

              	
                Subsidiaries;
                  Investments

              	
                5

              
	
                Section
                  3.10

              	
                Title
                  to Tangible Assets; Sufficiency of Assets

              	
                5

              
	
                Section
                  3.11

              	
                Contracts

              	
                5

              
	
                Section
                  3.12

              	
                Status
                  of Contracts

              	
                5

              
	
                Section
                  3.13

              	
                Intellectual
                  Property

              	
                6

              
	
                Section
                  3.14

              	
                Litigation

              	
                6

              
	
                Section
                  3.15

              	
                Employee
                  Benefits

              	
                7

              
	
                Section
                  3.16

              	
                Taxes

              	
                7

              
	
                Section
                  3.17

              	
                Permits;
                  Compliance with Laws

              	
                8

              
	
                Section
                  3.18

              	
                Environmental
                  Laws

              	
                9

              
	
                Section
                  3.19

              	
                Insurance

              	
                10

              
	
                Section
                  3.20

              	
                Transactions
                  with Affiliates

              	
                10

              
	
                Section
                  3.21

              	
                Fees

              	
                11

              
	
                Section
                  3.22

              	
                Improper
                  and Other Payments

              	
                11

              
	
                Section
                  3.23

              	
                Customers

              	
                11

              
	
                Section
                  3.24

              	
                Accuracy
                  of Statements

              	
                11

              
	 	 	 
	
                ARTICLE
                  IV

              	
                REPRESENTATIONS
                  AND WARRANTIES OF PURCHASER

              	
                11

              
	
                Section
                  4.1

              	
                Organization;
                  Power and Authority

              	
                11

              
	
                Section
                  4.2

              	
                Authorizations;
                  Execution and Validity

              	
                11

              
	
                Section
                  4.3

              	
                Absence
                  of Conflicts

              	
                12

              
	
                Section
                  4.4

              	
                Governmental
                  and Third Party Approvals

              	
                12

              
	
                Section
                  4.5

              	
                Litigation

              	
                12

              
	 	 	 
	
                ARTICLE
                  V

              	
                INDEMNIFICATION

              	
                12

              
	
                Section
                  5.1

              	
                Indemnification
                  by the Company

              	
                12

              


      

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    

      
        	
                ARTICLE
                  VI

              	
                GENERAL
                  PROVISIONS

              	
                13

              
	
                Section
                  6.1

              	
                Survival
                  of Obligations

              	
                13

              
	
                Section
                  6.2

              	
                Amendments

              	
                13

              
	
                Section
                  6.3

              	
                Waivers

              	
                13

              
	
                Section
                  6.4

              	
                Notices

              	
                14

              
	
                Section
                  6.5

              	
                Successors
                  and Assigns; Parties in Interest

              	
                15

              
	
                Section
                  6.6

              	
                Severability

              	
                15

              
	
                Section
                  6.7

              	
                Entire
                  Agreement

              	
                15

              
	
                Section
                  6.8

              	
                Governing
                  Law

              	
                15

              
	
                Section
                  6.9

              	
                Remedies

              	
                15

              
	
                Section
                  6.10

              	
                Disputes

              	
                16

              
	
                Section
                  6.11

              	
                Expenses

              	
                16

              
	
                Section
                  6.12

              	
                Further
                  Assurances

              	
                16

              
	
                Section
                  6.13

              	
                No
                  Public Announcement

              	
                16

              
	
                Section
                  6.14

              	
                Interpretation

              	
                16

              
	
                Section
                  6.15

              	
                Counterparts

              	
                17

              
	 	 	 
	
                ARTICLE
                  VII

              	
                DEFINITIONS

              	
                17

              
	
                Section
                  7.1

              	
                Definitions

              	
                17

              


      

    

     

    
      
        
        

      

      
        iii

        
          

        

      

      
        
        

      

    

     

    STOCK
      PURCHASE AGREEMENT

     

    STOCK
      PURCHASE AGREEMENT
      (this
“Agreement”),
      dated
      as of November 23, 2007, between Allegro Biodiesel Corporation, a Delaware
      corporation (“Purchaser”),
      and
      Community Power Corporation, a Colorado corporation (the “Company”).

     

    WHEREAS,
      the
      Company is engaged in the business of developing, commercializing, marketing
      and
      selling modular biopower systems;

     

    WHEREAS,
      Purchaser desires to purchase from the Company, and the Company is willing
      to
      sell to Purchaser, a total of [XX] shares of common stock, par value $.001
      per
      share of the Company (the “Common
      Stock”),
      upon
      the terms and subject to the conditions set forth in this Agreement;
      and

     

    WHEREAS,
      capitalized
      terms used herein without definition have the respective meanings set forth
      in
Article
      VII.

     

    NOW,
      THEREFORE, in
      consideration of the premises, the terms and provisions set forth herein, the
      mutual benefits to be gained by the performance thereof and other good and
      valuable consideration, the receipt and sufficiency of which are hereby
      acknowledged, the parties hereto agree as follows: 

     

    ARTICLE
      I

    PURCHASE
      AND SALE

     

    Section
      1.1 Purchase
      and Sale of the Common Stock.
      Upon
      the terms and subject to the conditions set forth herein on the date hereof
      the
      Company shall issue, sell, assign, transfer and deliver to Purchaser
[XX]
      shares
      of Common Stock (the “Closing
      Shares”),
      free
      and clear of all Liens, and Purchaser shall acquire and accept the Closing
      Shares from the Company, in consideration for a payment by
      Purchaser to the Company, to be paid as set forth in Section
      2.2,
      equal
      $1,000,000.00.

     

    ARTICLE
      II

    CLOSING

     

    Section
      2.1 Closing
      Dates.
      The
      closing of the purchase and sale of the Closing Shares pursuant to this
      Agreement (the “Closing”)
      shall
      take place at the offices of Sidley Austin LLP, 555 West Fifth Street, Los
      Angeles, California 90013 at 10:00 a.m., local time on the date hereof (the
      “Closing
      Date”).
      

     

    Section
      2.2 Payments.
      (a)
      At
      the Closing, Purchaser shall pay to the Company
      $750,000.00, by wire transfer of immediately available funds to the bank account
      of the Company specified on Exhibit
      A.

     

    (b) On
      November 26, 2007, Purchaser shall pay to the Company $250,000.00, by wire
      transfer of immediately available funds to the bank account of the Company
      specified on Exhibit
      A

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Section
      2.3 Deliveries
      to Purchaser.On
      November 23, 2007, the Company shall deliver, or shall cause to be delivered,
      to
      Purchaser a
      copy of
      a stock certificate representing three quarters of the Closing Shares in the
      name of Purchaser.
      On
      November 26, 2007, the Company shall deliver, or shall cause to be delivered,
      to
      Purchaser a copy of a stock certificate representing the remaining Closing
      Shares in the name of Purchaser. Original stock certificates shall be
      overnighted to Purchaser within two Business Days of issuance.

     

    ARTICLE
      III

    REPRESENTATIONS
      AND WARRANTIES OF THE COMPANY

     

    The
      Company hereby represents and warrants to Purchaser that, except as set forth
      in
      the Disclosure Schedule delivered by the Company to Purchaser (the “Company
      Disclosure Schedule”):
      

    


    Section
      3.1 Organization;
      Power and Authority.
      The
      Company is a corporation duly organized, validly existing and in good standing
      under the laws of the State of Colorado. The Company is duly qualified to
      transact business as a foreign corporation and is in good standing in each
      of
      the jurisdictions in which the ownership or leasing of its properties and assets
      or the conduct of its business requires such qualification, and no other
      jurisdiction has demanded, requested or otherwise indicated that the Company
      is
      required to so qualify. The Company has all requisite corporate power and
      authority to own, lease and operate its assets and properties and to conduct
      its
      businesses and operations as presently being conducted. The Company is in
      compliance with the provisions of the Company’s Organizational
      Documents.

     

    Section
      3.2 Authorization;
      Execution and Validity.
      The
      Company has all requisite corporate power and authority to execute and deliver
      this Agreement and perform its obligations hereunder. The execution and delivery
      by the Company of this Agreement and the performance by the Company of its
      obligations hereunder have been duly and validly authorized by all necessary
      corporate action on the part of the Company and no other action on the part
      of
      the Company or its stockholders is necessary to authorize this Agreement and
      the
      transactions contemplated hereby. Upon the execution and delivery hereof by
      the
      Company this Agreement will constitute a valid and binding obligation of the
      Company, enforceable against the Company in accordance with its terms, subject
      to the Enforceability Exceptions. 

     

    Section
      3.3 Absence
      of Conflicts.
      The
      execution and delivery by the Company of this Agreement, the performance by
      the
      Company of its obligations hereunder and the consummation of the transactions
      contemplated hereby will not (a) result in any violation or breach of any
      provision of the Organizational Documents of the Company, (b) result in any
      violation or breach of, or constitute a default under, or constitute an event
      creating rights of acceleration, prepayment, termination, amendment, suspension,
      revocation or cancellation or a loss of rights under, any term or provision
      of
      any note, bond, mortgage, indenture, lease, franchise, permit, license, material
      contract or other material instrument or document to which the Company is a
      party or by which its properties or assets are bound, (c) result in any
      violation of any Requirements of Law or any Court Order applicable to the
      Company or its properties or assets or (d) result in the creation of, or impose
      on the Company any obligation to create, any Lien upon any properties or assets
      of the Company. 

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    Section
      3.4 Governmental
      and Third Party Approvals.
      There
      is
      no requirement applicable to the Company to obtain any Consent of, or to make
      or
      effect any declaration, filing or registration with, any Governmental Authority
      or other Person for the valid execution and delivery by the Company of this
      Agreement, the due performance by the Company of its obligations hereunder
      or
      the lawful consummation of the transactions contemplated hereby.

     

    Section
      3.5 Capitalization
      of the Company.
      (a)
      The
      authorized capital stock of the Company consists of [XX]
      shares
      of Common Stock.

     

    (b) At
      the
      close of business on the date of this Agreement, [XX]
      shares
      of Common Stock were issued and outstanding, including the Closing
      Shares.

     

    (c) The
      Common Stock constitutes all of the authorized, issued and outstanding Equity
      Interests in the Company. The Common Stock (including the Common Stock to be
      sold by the Company to Purchaser hereunder) has been duly authorized by all
      necessary corporate action on the part of the Company, has been validly issued
      and is fully paid and nonassessable. No Common Stock (including the Common
      Stock
      to be sold by the Company to Purchaser hereunder) was issued in violation of
      any
      preemptive rights or is subject to any preemptive rights in favor of any other
      Person and all of the Common Stock (including the Common Stock to be sold by
      the
      Company to Purchaser hereunder) has been offered, issued, sold and delivered
      by
      the Company in compliance with all applicable federal and state securities
      laws.
      There are no outstanding options, warrants, calls, rights, convertible
      securities or other agreements or commitments of any character pursuant to
      which
      the Company is or may be obligated to issue or sell any issued or unissued
      Equity Interests in the Company.

     

    (d) The
      Company is not a party to or bound by and, to Company’s Knowledge, there does
      not exist any stockholder agreement, voting trust agreement or any other similar
      contract, agreement, arrangement, commitment, plan or understanding restricting
      or otherwise relating to the voting, dividend, ownership or transfer rights
      of
      any shares of Common Stock.

     

    (b) There
      are
      no
      accrued
      and unpaid dividends (whether or not declared) with respect to the Common Stock
      or any other Equity Interests of the Company.

     

    Section
      3.6 Financial
      Statements. Section
      3.6
      of the
      Company Disclosure Schedule contains (i) the unaudited balance sheets of the
      Company as of December 31, 2006 and December 31, 2005, respectively, and the
      related income statement for the fiscal years then ended, and (ii) the unaudited
      balance sheet of the Company as of July 31, 2007, and the related income
      statement of income for the period then ended (collectively, the “Financial
      Statements”).
      Except as set forth therein or in the notes thereto (in the case of the Audited
      Financial Statements), the Financial Statements fairly present on a cash basis
      in all material respects, the financial position and results of operations
      of
      the Company as of their respective dates and for the respective periods covered
      thereby, subject to normal year-end adjustments. The Company has not sponsored
      or established any special purpose vehicle or entity that is required to be
      consolidated with the Company pursuant to Interpretation No. 46R of the
      Financial Accounting Standards Board that has not been so consolidated in the
      Financial Statements. 

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    Section
      3.7 Liabilities.
      The
      Company is not subject to any material liability (including unasserted claims,
      whether known or unknown), whether absolute, contingent, accrued or otherwise,
      which is not shown or which is in excess of amounts shown or reserved for on
      the
      July 31, 2007 Financial Statements, other than liabilities of the same nature
      as
      those set forth on the July 31, 2007 Financial Statements and the notes thereto
      and reasonably incurred in the ordinary course of business consistent with
      past
      practice after the Balance Sheet Date which are not, individually or in the
      aggregate, material.

     

    Section
      3.8 Absence
      of Certain Changes.
      Since
      the Balance Sheet Date, other than transactions and potential transactions
      with
      M.A.G Capital LLC, the business of the Company has been conducted in the
      ordinary course of business, and there has not been:

     

    (a) any
      Material Adverse Change;

     

    (b) any
      material damage, destruction, loss or casualty to, or condemnation or other
      taking of, any properties or assets of the Company (whether or not covered
      by
      insurance);

     

    (c) the
      creation of any Lien (other than a Permitted Lien) on any material properties
      or
      assets of the Company (other than a Lien resulting from a transaction between
      Purchaser and the Company or M.A.G Capital LLC and the Company);

     

    (d) the
      transfer, lease, license, sale or other disposition of any material properties
      or assets of the Company;

     

    (e) any
      acquisition or agreement to acquire by merging or consolidating with, or by
      purchasing a substantial portion of the assets of or equity in, or by any other
      manner, any business or any corporation, partnership, limited liability company,
      association or other business organization or division thereof;

     

    (f) any
      alteration through merger, liquidation, reorganization, restructuring or in
      any
      other fashion the Company’s corporate structure or adoption of a plan of
      complete or partial liquidation, dissolution, merger, consolidation,
      restructuring, recapitalization or other corporate or legal entity
      reorganization

     

    (g) (A)
      any
      declaration, setting aside, or payment of any dividend or other distribution
      in
      respect of the capital stock of the Company or otherwise make any payments
      to
      its stockholders in their capacity as such, (B) split, combination or
      reclassification of any of the Company’s Equity Interests or issuance, sale or
      authorization of the issuance of any other securities in respect of, in lieu
      of
      or in substitution for any Equity Interests or (C) purchase, redemption or
      other
      acquisition of any Equity Interests or any other securities of the
      Company;

     

    (h) any
      material change in any investment, financial reporting, or accounting practice
      or policy followed by the Company, or in any assumption underlying such a
      practice or policy, or in any method of calculating any contingency or other
      reserve for financial reporting purposes or for any other accounting
      purposes;

     

    (i) any
      amendment to the Organizational Documents of the Company;

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    (j) any
      material change in the business or operations of the Company;

     

    (k) the
      cancellation of any material debts owed to or claims held by the Company
      (including the settlement of any claims or litigation) or waiver of any other
      material rights held by the Company other than in the ordinary course of
      business consistent with past practice; or

     

    (l) any
      commitment or agreement to do any of the foregoing.

     

    Section
      3.9 Subsidiaries;
      Investments.
      The
      Company does not (and has not), directly or indirectly, own, of record or
      beneficially, or have voting rights with respect to, any capital stock or other
      Equity Interests (or any right, contingent or otherwise, to acquire the same)
      in
      any Person.

     

    Section
      3.10 Title
      to Tangible Assets; Sufficiency of Assets.
      The
      Company has good, valid and marketable title to, and is the lawful owner of,
      each item of tangible personal property, intangible assets and equipment used
      by
      them it connection with the conduct of its business, in each case, free and
      clear of all Liens, other than Permitted Liens and liens related to the
      Company’s existing lines of credit with banks. The Leasehold Property and owned
      and leased tangible personal property of the Company are in all material
      respects in good condition (subject to normal wear and tear). On the date
      hereof, the assets and properties of the Company constitute all of the assets
      and properties necessary to own and operate the businesses of the Company as
      currently owned and operated, except as would not reasonably be expect to have
      a
      Material Adverse Effect.

     

    Section
      3.11 Contracts.
      The
      Company is not a party to or bound by:

     

    (a) any
      agreement that (i) limits or restricts where the Company may conduct business
      or
      the right of the Company to sell or distribute any products or services to
      any
      Person, (ii) contains any covenant or provision prohibiting the Company from
      engaging in any line or type of business or (iii) grants any exclusive rights
      to
      make, sell or distribute the Company’s products or services; or

     

    (b) any
      “standstill” or similar agreement that restricts the Company’s right to acquire
      any security or business.

     

    Section
      3.12 Status
      of Contracts.
      Each of
      the material leases, contracts, licenses and other agreements of the Company
      (collectively, the “Company
      Agreements”)
      constitutes a valid and binding obligation of the parties thereto and is in
      full
      force and effect and will continue in full force and effect after the Closing
      without breaching the terms thereof or resulting in the forfeiture or impairment
      of any rights thereunder and without the consent, approval or act of, or the
      making of any filing with, any other Person. The Company has fulfilled and
      performed its material obligations under each of the Company Agreements, and
      the
      Company is not in, or alleged to be in, material breach or default under, nor
      is
      there or is there alleged to be any basis for termination of, any of the Company
      Agreements, and no other party to any of the Company Agreements has breached
      or
      defaulted thereunder, and no event has occurred and no condition or state of
      facts exists which, with the passage of time or the giving of notice or both,
      would constitute such a default or breach by the Company or by any other such
      party. The Company is not currently renegotiating any of the Company Agreements
      or paying liquidated damages in lieu of performance thereunder. 

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    Section
      3.13 Intellectual
      Property. a)
      The
      Company either: (i) owns the entire right, title and interest in and to all
      Copyrights, Patent Rights and Trademarks owned by, licensed to or used by the
      Company, free and clear of Liens except for Permitted Liens or (ii) has the
      perpetual, royalty-free right to use the same. The Company is listed in the
      records of the appropriate United States, state or non-U.S. registry as the
      sole
      current owner of record for each application or registration for all Copyrights,
      Patent Rights and Trademarks owned by the Company.

     

    (b) (i)
      All
      registrations for Copyrights, Patent Rights and Trademarks owned by the Company
      are valid and in force, and all applications to register any unregistered
      Copyrights, Patent Rights and Trademarks are pending and in good standing,
      all
      without challenge of any kind; (ii) the Intellectual Property owned by the
      Company is valid and enforceable; (iii) the Company has the sole and exclusive
      right to bring actions for infringement, misappropriation, dilution, violation
      or unauthorized use of the Intellectual Property owned by the Company, and
      to
      the Company’s Knowledge, there is no basis for any such action; (iv) the Company
      has taken all actions reasonably necessary to protect, and where necessary
      register, the Copyrights, Trademarks, Software, Patent Rights or Trade Secrets
      owned by the Company; and (v) the Company is not in breach of any agreement
      affecting the Intellectual Property used by the Company and the Company has
      not
      taken any action that would impair or otherwise adversely affect its rights
      in
      the Intellectual Property used by the Company.

     

    (c) (i)
      No
      infringement, misappropriation, dilution or violation of any Intellectual
      Property right of any other Person has occurred or results in any way from
      the
      operations, activities, products, Software, equipment, machinery or processes
      used in the Company’s business; (ii) no claim of any infringement,
      misappropriation, dilution or violation of any Intellectual Property right
      of
      any other Person has been made or asserted in respect of the operations of
      the
      Company’s business; (iii) no claim of invalidity of any Copyright, Trademark,
      Patent Right, Software or Trade Secret owned by the Company has been made;
      (iv)
      no proceedings are pending or, to the Company’s Knowledge, threatened, which
      challenge the validity, ownership or use of any Intellectual Property owned
      by
      the Company; and (v) the Company has not received notice of any claim that
      the
      operations, activities, products, Software, equipment, machinery or processes
      used in the Company’s business infringe, misappropriate, dilute or violate any
      Intellectual Property right of any other Person and, to the Company’s Knowledge,
      there is no basis for any such claim.

     

    (d) The
      Company has not granted to any third Person any ownership rights, exclusive
      rights or any rights to sublicense any of the products it develops or sells
      or
      any Intellectual Property relating to such products to any third
      Persons.

     

    Section
      3.14 Litigation.
      There
      are no Legal Proceedings pending or, to the Company’s Knowledge, threatened
      against the Company or any of its properties, assets or business or any of
      its
      officers, directors, managers, employees, agents or stockholders nor, to the
      Company’s Knowledge, is there any reasonable and valid basis for any of the same
      or that (a) relate to this Agreement or any action taken or to be taken by
      the
      Company in connection with, or which seek to enjoin or obtain monetary damages
      in respect of, this Agreement, (b) would reasonably be expected to adversely
      affect in any material respect the ability of the Company to perform its
      obligations under and consummate the transactions contemplated by this Agreement
      or (c) would reasonably be expected to adversely affect in any material respect
      the Company or its business.

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    Section
      3.15 Employee
      Benefits. The
      Company has performed and complied in all material respects with all obligations
      under or with respect to the Company Plans. No Company Plan is a defined
      contribution or benefit plan or arrangement. No Company Plan is, nor has the
      Company or any ERISA Affiliate of the Company at any time sponsored, maintained,
      contributed to, or had any liability or obligation under any benefit plan,
      program or arrangement that is, (i) a “multiemployer plan” (within the meaning
      of Section 3(37) of ERISA), (ii) a “multiple employer plan” (within the meaning
      of Section 413(c) of the Code), (iii) any single employer plan or other pension
      plan that is subject to Title IV or Section 302 of ERISA or Section 412 of
      the
      Code, or (iv) a “multiple employer welfare arrangement” (as defined in Section
      3(40)(A) of ERISA). All of the Company Plans are sponsored and maintained by
      the
      Company.

     

    Section
      3.16 Taxes.
      (a) (i)
      (A) All Tax Returns required to be filed by or with respect to the Company
      have
      been timely filed, (B) all such Tax Returns are complete and accurate and
      disclose all Taxes required to be paid by the Company for the periods covered
      thereby, (C) all Taxes owed by the Company have been paid in full, (D) all
      Tax
      withholding and deposit requirements imposed on or with respect to the Company
      have been satisfied in full in all respects, and (E) there are no Liens on
      any
      of the assets of the Company that arose in connection with any failure (or
      alleged failure) to pay any Tax assessments (other than Liens for taxes not
      yet
      due); 

     

    (ii) (A)
      no
      claim has been made against the Company for any unpaid Taxes, (B) no assessment,
      deficiency or adjustment has been asserted, proposed, or threatened in writing
      with respect to any Tax Return filed by or with respect to the Company, and
      (C)
      no federal, state, local, or foreign audits, examinations, investigations,
      or
      other administrative proceedings or court proceedings are presently pending
      with
      regard to any Taxes owed by, or Tax Returns filed by or with respect to, the
      Company;

     

    (iii) there
      is
      not in force (A) any extension of time with respect to the due date for the
      filing of any Tax Return of or with respect to the Company or (B) any waiver
      of
      any statute of limitations in respect of, or agreement for any extension of
      time
      for the assessment or payment of, any Tax of the Company;

     

    (iv) the
      Company does not have any liability for Taxes of another Person under Treasury
      Regulations § 1.1502-6 (or any similar provision of state, local or foreign
      law), and the Company has never had any direct or indirect Equity Interest
      in
      any entity;

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    (v) (A)
      none
      of the property of the Company is subject to a safe-harbor lease (pursuant
      to
      section 168(f)(8) of the Internal Revenue Code of 1954 as in effect after the
      Economic Recovery Tax Act of 1981 and before the Tax Reform Act of 1986) or
      is
“tax-exempt use property” (within the meaning of section 168(h) of the Code) or
“tax-exempt bond financed property” (within the meaning of section 168(g)(5) of
      the Code), (B) none of the property of the Company is properly treated as owned
      by persons other than the Company for income Tax purposes, and (C) the Company
      is not properly treated as the owner of any property for income Tax purposes
      that is owned by any other Person for non-income Tax purposes; 

     

    (vi) (A)
      the
      Company will not be required to include any amount in income for any taxable
      period beginning after the Closing Date as a result of a change in accounting
      method for any taxable period ending on or before the Closing Date and (B)
      there
      are no Tax rulings, requests for rulings, or closing agreements relating to
      the
      Company, which could affect the Company’s liability for Taxes for any taxable
      period ending after the Closing Date; 

     

    (vii) there
      are
      no Tax credits, grants or similar amounts that are or will be subject to
“clawback” or recapture as a result of (A) the transactions contemplated by this
      Agreement or (B) a failure by the Company to satisfy any requirement on which
      such credit, grant or similar amount is or was conditioned; 

     

    (viii) the
      Company is not a party to any Tax sharing, Tax indemnity, or other agreement
      or
      arrangement with any Person that has not been terminated or will not be
      terminated as of the Closing Date; and

     

    (ix) the
      Company is not, and has never been, required to make any disclosure to the
      IRS
      with respect to any “listed transaction,” as defined in Treasury Regulations §
1.6011-4(b)(2).

     

    (b) No
      transaction contemplated by this Agreement is subject to withholding under
      Section 1445 of the Code and no stock transfer Taxes, sales Taxes, use Taxes,
      real estate transfer or gains Taxes, or other similar Taxes will be imposed
      on
      the transactions contemplated by this Agreement.

     

    Section
      3.17 Permits;
      Compliance with Laws. b)
      The
      Company owns, holds or possesses all permits, licenses, franchises, exemptions,
      classifications, privileges, variances, immunities, approvals and other
      authorizations from Governmental Authorities that are necessary to entitle
      it to
      own or lease, operate and use its properties and assets and to carry on and
      conduct its business as currently conducted (collectively, the “Permits”). 

     

    (b) (i)
      The
      Company has fulfilled and performed, in all material respects, its obligations
      under each Permit, and no event has occurred or condition or state of facts
      exists that constitutes or, after notice or lapse of time or both, would
      constitute a material breach or default under any such Permit or that Permits
      or, after notice or lapse of time or both, would permit revocation or
      termination of any such Permit or that might adversely affect the rights of
      the
      Company under any such Permit; (ii) no notice of cancellation, of default or
      of
      any dispute concerning any Permit, or of any event, condition or state of facts
      described in the preceding clause, has been received by, or is known to, the
      Company; and (iii) each of the Permits is valid, subsisting and in full force
      and effect and will continue in full force and effect after the consummation
      of
      the transactions contemplated by this Agreement, in each case without (x) the
      occurrence of any breach, default or forfeiture of rights thereunder or (y)
      the
      consent, approval or act of, or the making of any filing with, any Governmental
      Authority.

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    (c) The
      Company has conducted its operations in compliance with all Requirements of
      Law
      (including Requirements of Law related to employment, employment practices,
      wages, hours, and terms and conditions of employment), other than instances
      of
      non-compliance that would not, individually or in the aggregate, have a Material
      Adverse Change. 

     

    (d) The
      Company has not received any inquiries from Governmental Authorities outside
      of
      the ordinary course of business or objecting to the Company’s actions in any
      way.

     

    Section
      3.18 Environmental
      Laws.
      The
      properties, assets and past and present operations of the Company have been
      and
      are in compliance with all Environmental Laws, and no condition exists or event
      has occurred which, with or without notice or the passage of time or both,
      would
      constitute a violation of or give rise to any Lien under any Environmental
      Law.
      Without limiting the generality of the foregoing: 

     

    (a) To
      the
      Company’s Knowledge, any asbestos-containing material which is on or part of any
      owned real property or leased real property of the Company is in good repair
      according to the current standards and practices governing such material, and
      its presence or condition does not violate any currently applicable
      Environmental Law; 

     

    (b) there
      is
      not now, nor to the Company’s Knowledge has there ever been, on or in any owned
      real property or leased real property of the Company (i) any treatment,
      recycling, storage or disposal of any hazardous substance, hazardous waste,
      as
      that term is defined under 40 C.F.R. Part 261 or any state equivalent, that
      requires or required a Permit pursuant to Section 3005 of RCRA or (ii) any
      underground storage tank or surface impoundment or landfill or waste
      pile;

     

    (c) the
      Company has obtained or filed applications for all material Permits required
      under applicable Environmental Laws to operate their facilities and conduct
      their respective businesses as they are currently being operated or conducted,
      and is in full compliance with all of the requirements and limitations included
      in such Permits;

     

    (d) no
      written notification, demand, request for information, citation or order under
      any Environmental Law has been issued to or filed against the Company;


     

    (e) the
      Company has timely filed all reports and notifications required to be filed
      with
      respect to all of its properties and facilities and has generated and maintained
      all required records and data under all applicable Environmental Laws;


     

    (f) to
      the
      Company’s Knowledge, no condition has existed or event has occurred with respect
      to any property or asset that was at any time owned or leased, or any direct
      or
      indirect subsidiary that was at any time owned, by the Company, any predecessor
      to the Company or any Person that is or was an Affiliate of the Company, which
      property or asset has been sold, transferred or disposed or for which any lease
      has terminated, that in any case could, with or without notice, passage of
      time
      or both, give rise to any present or future liability of the Company pursuant
      to
      any Environmental Law; and

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    (g) no
      investigation or review is pending or, to the Company’s Knowledge, threatened
      against the Company by any Governmental Authority under any applicable
      Environmental Law. 

     

    Section
      3.19 Insurance.
      The
      Company maintains policies of fire and casualty, liability (general, products
      and other liability), workers’ compensation and other forms of insurance and
      bonds in such amounts and against such risks and losses as are prudent and
      insured against by companies engaged in the same or a similar business. All
      of
      such policies are in full force and effect and the Company is not in material
      default of any provision thereof or has received notice of cancellation or
      termination thereof. Such policies will continue in effect after the
      consummation of the transactions contemplated by this Agreement until the
      termination or expiration thereof in accordance with their respective
      terms.

     

    Section
      3.20 Transactions
      with Affiliates. c)
      For
      purposes of this Section
      3.20,
      the
      term “Affiliated
      Person”
means
      (i) any holder of capital stock of the Company, (ii) any director or officer
      of
      the Company, (iii) any Person that directly or indirectly controls, is
      controlled by or is under common control with the Company or any holder of
      capital stock of the Company or (iv) any member of the immediate family of
      any
      of such Persons and any Person that directly or indirectly controls, is
      controlled by or is under common control with any such immediate family
      member.

     

    (b) Since
      January 1, 2005, the Company has not, in the ordinary course of business or
      otherwise, (i) purchased, leased or otherwise acquired any material property
      or
      assets or obtained any services from, (ii) sold, leased or otherwise disposed
      of
      any material property or assets or provided any services to (except with respect
      to remuneration for services rendered in the ordinary course of business as
      director, officer or employee of the Company), (iii) entered into or modified
      in
      any manner any contract with or (iv) borrowed any money from, or made or
      forgiven any loan or other advance (other than expenses or similar advances
      made
      in the ordinary course of business) to, any Affiliated Person.

     

    (c) (i)
      The
      contracts of the Company do not include any obligation or commitment between
      the
      Company, on the one hand, and any Affiliated Person, on the other hand, (ii)
      the
      assets of the Company do not include any receivable or other obligation or
      commitment from an Affiliated Person to the Company and (iii) the liabilities
      of
      the Company do not include any payable or other obligation or commitment from
      the Company to any Affiliated Person except for such obligations or commitments
      incurred in the ordinary course of business or that are not
      material.

     

    (d) To
      the
      Company’s Knowledge, no Affiliated Person is a party to any contract with any
      customer or supplier of the Company that affects in any material manner the
      business of the Company. 

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

    Section
      3.21 Fees.
      The
      Company has not paid or become obligated to pay any fee or commission to any
      broker, finder or intermediary in connection with the transactions contemplated
      hereby.

     

    Section
      3.22 Improper
      and Other Payments.
      Neither
      the Company, its Affiliates, any of its directors, officers, employees, agents
      or representatives acting on behalf of any of them, nor any other Person acting
      on behalf of any of them, has (a) made, paid or received any bribes, kickbacks
      or other similar payments to or from any Person, whether lawful or unlawful,
      (b)
      made or paid, directly or indirectly, contributions to a domestic or foreign
      political party or candidate, or (c) made or paid improper foreign payments
      (as
      defined in the Foreign Corrupt Practices Act).

     

    Section
      3.23 Customers.
      The
      Company has not received any notice (written or oral) that any of its ten
      largest customers (measure by gross sales in either the twelve-month period
      ended December 31, 2006 or the nine-month period ended September 30, 2007)
      intends or expects to terminate, cancel, limit or adversely modify its business
      relationship with the Company or significantly reduce its level of purchases
      from the Company. To the extent such Company’s customers are recurring
      customers, to the Knowledge of the Company, no such customer intends or expects
      to terminate, cancel, limit or adversely modify its business relationship with
      the Company or significantly reduce its level of purchases from the
      Company.

     

    Section
      3.24 Accuracy
      of Statements.
      Neither
      this Agreement nor any schedule, exhibit, statement, list, document, certificate
      or other information furnished or to be furnished by or on behalf of the Company
      to Purchaser or any representative or Affiliate of Purchaser in connection
      with
      this Agreement or any of the transactions contemplated hereby contains or will
      contain any untrue statement of a material fact or omits or will omit to state
      a
      material fact necessary to make the statements contained herein or therein,
      in
      light of the circumstances in which they are made, not misleading.

     

    ARTICLE
      IV

    REPRESENTATIONS
      AND WARRANTIES OF PURCHASER

     

    Purchaser
      hereby represents and warrants to the Company that: 

     

    Section
      4.1 Organization;
      Power and Authority.
      Purchaser is a corporation duly organized, validly existing and in good standing
      under the laws of the State of Delaware. Purchaser has all requisite corporate
      power and authority to own and operate its properties and assets and conduct
      its
      business and operations as presently being conducted.

     

    Section
      4.2 Authorizations;
      Execution and Validity.
      Purchaser has all requisite power and authority to execute and deliver this
      Agreement, perform its obligations hereunder and consummate the transactions
      contemplated hereby. The execution and delivery of this Agreement by Purchaser,
      the performance by Purchaser of its obligations hereunder and the consummation
      by Purchaser of the transactions contemplated hereby have been duly authorized
      by all necessary action on the part of Purchaser. This Agreement has been duly
      and validly executed and delivered by Purchaser, constitutes the valid and
      binding obligation of Purchaser and is enforceable against Purchaser in
      accordance with its terms, subject to the Enforceability
      Exceptions.

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

    Section
      4.3 Absence
      of Conflicts.
      The
      execution and delivery by Purchaser of this Agreement, the performance by
      Purchaser of its obligations hereunder and the consummation by Purchaser of
      the
      transactions contemplated hereby will not (a) result in any violation or breach
      of any provision of the Organizational Documents of Purchaser, (b) result in
      any
      violation or breach of, or constitute a default under or an event creating
      rights of acceleration, termination, amendment, suspension, revocation or
      cancellation or a loss of rights under, any term or provision of any note,
      bond,
      mortgage, indenture, lease, franchise, permit, license, contract or other
      material instrument or document to which Purchaser is a party or by which its
      properties or assets are bound or (c) result in any violation of any
      Requirements of Law or any Court Order applicable to Purchaser or its properties
      or assets, except for any of the matters referred to in clauses (a) through
      (c)
      above which would not reasonably be expected to prevent, impede or otherwise
      affect in any material respect the transactions contemplated by this
      Agreement.

     

    Section
      4.4 Governmental
      and Third Party Approvals.
      There is
      no requirement applicable to Purchaser to obtain any Consent of, or to make
      or
      effect any declaration, filing or registration with, any Governmental Authority
      or other Person for the valid execution and delivery by Purchaser of this
      Agreement, the due performance by Purchaser of its obligations hereunder or
      the
      lawful consummation by Purchaser of the transactions contemplated
      hereby.

     

    Section
      4.5 Litigation.
      There
      are no Legal Proceedings pending or, to the knowledge of Purchaser, threatened
      against Purchaser (a) that relate to this Agreement or any action taken or
      to be
      taken by Purchaser in connection with, or which seek to enjoin or obtain
      monetary damages in respect of, this Agreement or (b) that would reasonably
      be
      expect to adversely affect in any material respect the ability of Purchaser
      to
      perform its obligations under and consummate the transactions contemplated
      by
      this Agreement.

     

    ARTICLE
      V

    INDEMNIFICATION

     

    Section
      5.1 General
      Indemnification by the Company. (a) From
      and
      after the Closing, the Company agrees to indemnify and hold harmless
      each
      Purchaser Group Member from and against any and all Losses and Expense suffered,
      incurred or sustained by any such Purchaser Group Member (up to an aggregate
      of
      $1,000,000 for all Purchaser Group Members) relating to, in connection with
      or
      arising from:

     

    (i) any
      breach by the Company of any of its covenants hereunder, or any failure of
      the
      Company to perform any of its obligations, in this Agreement; or

     

    (ii) any
      breach of any warranty or the inaccuracy of any representation of the Company
      contained or referred to in this Agreement.

     

    (b) The
      indemnification provided for in Section
      5.1(a)(ii)
      shall
      terminate on the thirty
      (30) month anniversary
      of the
      Closing Date (and no claims shall be made by any Purchaser Group Member under
      Section
      5.1(a)(ii)
      thereafter), except that the indemnification of Purchaser Group Members shall
      continue as to:

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

     

    (i) the
      representations and warranties set forth in Sections
      3.1,
      3.2,
      3.5,
      3.9
      and
3.21,
      as to
      all of which no time limit shall apply;

     

    (ii) the
      representations and warranties set forth in Section
      3.16
      as to
      which shall survive for the applicable statute of limitations; and

     

    (iii) any
      Loss
      or Expense of which any Purchaser Group Member has notified the Company on
      or
      prior to the date such indemnification would otherwise terminate in accordance
      with this Section
      5.1,
      as to
      which the right of the Purchaser Group Member to be indemnified shall continue
      until the liability shall have been determined pursuant to this Article
      V
      and, if
      applicable, all Purchaser Group Members shall have been reimbursed for the
      full
      amount of such Loss and Expense in accordance with this Article
      V.

     

    (c) Purchaser
      acknowledges that, from and after the Closing Date, its sole and exclusive
      remedy with respect to any and all claims and causes of action relating to
      this
      Agreement and the transactions contemplated hereby shall be pursuant to the
      indemnification provisions set forth in this Section
      5;
      provided,
      that
      nothing in this Agreement shall limit either party’s right to recover against
      the other party with respect to any claim arising from the other party’s
      fraudulent acts, bad faith or intentional misrepresentation.

     

    ARTICLE
      VI

    GENERAL
      PROVISIONS

     

    Section
      6.1 Survival
      of Obligations.
      All
      representations, warranties, covenants and obligations contained in this
      Agreement shall survive the consummation of the transactions contemplated by
      this Agreement; provided,
      however,
      that,
      except as otherwise provided in Article
      V,
      the
      representations and warranties contained in Articles
      III
      and
IV
      shall
      terminate on the thirty
      (30) month anniversary
      of the
      Closing Date. Except as otherwise provided herein, no claim shall be made for
      the breach of any representation or warranty contained in Article
      III
      or
IV
      or under
      any certificate delivered with respect thereto under this Agreement after the
      date on which such representations and warranties terminate as set forth in
      this
Section
      6.1.

     

    Section
      6.2 Amendments.
      This
      Agreement may only be amended, modified or supplemented by an instrument in
      writing executed by an authorized representative of each of Purchaser and the
      Company.

     

    Section
      6.3 Waivers.
      The
      observance of any term of this Agreement may be waived (either generally or
      in a
      particular instance and either retroactively or prospectively) by the party
      entitled to the benefits of such term, but such waiver shall be effective only
      if it is in a writing signed by the party entitled to the benefits of such
      term
      and against which such waiver is to be asserted. Unless otherwise expressly
      provided in this Agreement, no delay or omission on the part of any party in
      exercising any right or privilege under this Agreement shall operate as a waiver
      thereof, nor shall any waiver on the part of any party of any right or privilege
      under this Agreement operate as a waiver of any other right or privilege under
      this Agreement nor shall any single or partial exercise of any right or
      privilege preclude any other or further exercise thereof or the exercise of
      any
      other right or privilege under this Agreement.

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

     

    Section
      6.4 Notices.
      Any
      notices or other communications required or permitted hereunder shall be in
      writing and shall be sufficiently given (and shall be deemed to have been duly
      given upon receipt) if sent by overnight mail, registered mail or certified
      mail, postage prepaid, or by hand, to the parties at the following addresses
      (or
      at such other address for a party as shall be specified by like
      notice):

     

    If
      to
      Purchaser to:

     

    Allegro
      Biodiesel Corporation

    6033
      West
      Century Boulevard

    Suite
      1090

    Los
      Angeles, California 90045

    Attention:
      President

    Facsimile:
      (310) 670-4107

    


    With
      a
      copy to (which shall not constitute effective notice):

    


    Sidley
      Austin LLP

    555
      West
      Fifth Street

    Los
      Angeles, California 90013

    Attention:
      Stephen D. Blevit

    Facsimile:
      (213) 896-6600

    


    If
      to the
      Company to:

     

    Community
      Power Corporation

    8110
      Shaffer Parkway, Suite 120 

    Littleton,
      CO 80127

    Attention:
      Robb Walt

    Facsimile:
      (303) 933-1497

    


    with
      a
      copy (which shall not constitute effective notice) to:

     

    Holland
      & Hart LLP

    555
      17th
      Street, Suite 3200

    Denver,
      CO 80202

    Attention:
      Michael Weiner

    


    or
      to
      such other address as such party may indicate by a notice delivered to the
      other
      party hereto.

     

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

     

    Section
      6.5 Successors
      and Assigns; Parties in Interest.
      This
      Agreement shall be binding upon and shall inure solely to the benefit of the
      parties hereto and their respective successors, legal representatives and
      permitted assigns. Neither this Agreement nor any rights or obligations
      hereunder may be assigned without the written consent of the other party;
provided,
      that
      Purchaser may assign its rights under this Agreement in whole or in part to
      one
      or more of its Affiliates except M.A.G Capital LLC; provided,
      further,
      that,
      no assignment shall relieve any party hereto from any of its obligations under
      this Agreement. Nothing in this Agreement, express or implied, is intended
      to or
      shall confer upon any Person, other than the parties hereto and the Purchaser
      Group Members (with respect to the provisions of Article
      V),
      any
      rights, benefits or remedies of any nature whatsoever under or by reason of
      this
      Agreement, and no other Person shall be deemed a third-party beneficiary under
      or by reason of this Agreement.

     

    Section
      6.6 Severability.
      If any
      provision of this Agreement or the application of any such provision to any
      Person or circumstance, shall be declared judicially to be invalid,
      unenforceable or void, such decision shall not have the effect of invalidating
      or voiding the remainder of this Agreement, it being the intent and agreement
      of
      the parties that this Agreement shall be deemed amended by modifying such
      provision to the extent necessary to render it valid, legal and enforceable
      while preserving its intent or, if such modification is not possible, by
      substituting therefor another provision that is valid, legal and enforceable
      and
      that achieves the same objective.

     

    Section
      6.7 Entire
      Agreement.
      This
      Agreement (including the Disclosure Schedules and the Exhibits hereto, and
      the
      documents and instruments executed and delivered in connection herewith)
      constitute the entire agreement among the parties hereto with respect to the
      subject matter hereof and supersede all prior and contemporaneous agreements
      and
      understandings, whether written or oral, among the parties or any of them with
      respect to the subject matter hereof, and there are no representations,
      understandings or agreements relating to the subject matter hereof that are
      not
      fully expressed in this Agreement and the documents and instruments executed
      and
      delivered in connection herewith. All Exhibits and Disclosure Schedules attached
      to this Agreement are expressly made a part of, and incorporated by reference
      into, this Agreement.

     

    Section
      6.8 Governing
      Law.
      This
      Agreement shall be governed by and construed in accordance with the laws of
      the
      State of California for
      contracts made and to be fully performed in such state, without giving effect
      to
      any choice-of-law rules that would require the application of the laws of
      another jurisdiction.

     

    Section
      6.9 Remedies.
      Each of
      the parties hereto acknowledges and agrees that (i) the provisions of this
      Agreement are reasonable and necessary to protect the proper and legitimate
      interests of the other party hereto and (ii) the other party hereto would be
      irreparably damaged if any of the provisions of this Agreement were not
      performed in accordance with their specific terms or were otherwise breached.
      It
      is accordingly agreed that the parties hereto shall be entitled to preliminary
      and permanent injunctive relief to prevent breaches of the provisions of this
      Agreement by other party hereto without the necessity of proving actual damages
      or of posting any bond, and to enforce specifically the terms and provisions
      hereof, which rights shall be cumulative and in addition to any other remedy
      to
      which the parties hereto may be entitled hereunder or at law or
      equity.

     

    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    

     

    Section
      6.10 Disputes.
      Each
      party hereto hereby irrevocably submits to the exclusive jurisdiction of any
      state or federal court located within the State of California for the purposes
      of any suit, action or other proceeding arising out of this Agreement or any
      transaction contemplated hereby. Each party hereto further hereby irrevocably
      and unconditionally waives any objection to the laying of venue of any action,
      suit or proceeding arising out of this Agreement or the transactions
      contemplated hereby in such courts, and hereby irrevocably and unconditionally
      waives and agrees not to plead or claim in any such court that any such action,
      suit or proceeding brought in any such court has been brought in an inconvenient
      forum or that such party is not subject to personal jurisdiction in such
      court.

     

    Section
      6.11 Expenses.
      Except
      as otherwise expressly provided herein, each of the parties hereto shall bear
      its own costs and expenses (including fees and disbursements of its counsel,
      accountants, experts and other financial, legal, accounting or other advisors),
      incurred by it or its Affiliates in connection with the preparation,
      negotiation, execution, delivery and performance of this Agreement and each
      of
      the other documents and instruments executed in connection with or contemplated
      by this Agreement and the consummation of the transactions contemplated hereby
      and thereby.

     

    Section
      6.12 Further
      Assurances.
      On and
      after the Closing Date each party hereto shall take such other actions and
      execute such other documents and instruments reasonably requested by the other
      party as are reasonably necessary to effectuate the purposes of this Agreement,
      including the conveyance and transfer of the Common Stock to Purchaser in
      accordance with the terms of this Agreement.

     

    Section
      6.13 No
      Public Announcement.
      No party
      hereto shall, except to the extent required by applicable Requirements of Law,
      without the approval of the other party hereto, make any press release or other
      public announcement concerning the transactions contemplated by this
      Agreement.

     

    Section
      6.14 Interpretation.
      For
      purposes of this Agreement: (i) the words “include,” “includes” and “including”
shall be deemed to be followed by the words “without limitation,” (ii) the word
“or” is not exclusive and (iii) the words “herein,” “hereof,” “hereby,” “hereto”
and “hereunder” refer to this Agreement as a whole. Unless the context otherwise
      requires, references herein: (i) to Articles, Sections, Exhibits and Schedules
      mean the Articles and Sections of and the Exhibits and Schedules attached to
      this Agreement; (ii) to an agreement, instrument or other document means such
      agreement, instrument or other document as amended, supplemented and modified
      from time to time to the extent permitted by the provisions thereof and by
      this
      Agreement; and (iii) to a statute means such statute as amended from time to
      time and includes any successor legislation thereto and any rules and
      regulations promulgated thereunder. The Schedules and Exhibits referred to
      herein shall be construed with and as an integral part of this Agreement to
      the
      same extent as if they were set forth verbatim herein. Titles to Articles and
      headings of Sections are inserted for convenience of reference only and shall
      not be deemed a part of or to affect meaning or interpretation of this
      Agreement. This Agreement shall be construed without regard to any presumption
      or rule requiring construction or interpretation against the party drafting
      an
      instrument or causing any instrument to be drafted.
      The
      parties expressly disclaim the holding of, and any interpretative conclusions
      or
      determinations reached in, IBP,
      Inc. v. Tyson Foods, Inc.,
      No.
      CIV.A. 18373, 2001 Del. Ch. LEXIS 81 (Del. Ch. June 15, 2001), including any
      requirement that a Material Adverse Change be “durationally significant” or
      measured over a period of years rather than months.

     

    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    

     

    Section
      6.15 Counterparts.
      This
      Agreement may be executed in multiple counterparts, each of which shall be
      deemed an original and all of which taken together shall constitute one
      instrument binding on the parties, notwithstanding that all the parties are
      not
      signatories to the original or the same counterpart.

     

    ARTICLE
      VII

    DEFINITIONS

     

    Section
      7.1 Definitions.
      In this
      Agreement, the following terms have the meanings specified or referred to in
      this Section
      7.1
      and
      shall be equally applicable to both the singular and plural forms.

     

    “Affiliate”
      means,
      with respect to any Person, any other Person which directly or indirectly
      controls, is controlled by or is under common control with such
      Person.

     

    “Affiliated
      Person”
      has the
      meaning specified in Section
      3.20(a).

     

    “Agreement”
      has the
      meaning specified in the first paragraph of this agreement.

     

    “Audited
      Financial Statements”
      has the
      meaning specified in Section
      3.6.

     

    “Balance
      Sheet Date”
      means
      July 31, 2007.

     

    “Business
      Day”
      means
      any day except a Saturday, Sunday or United States federal holiday.

     

    “CERCLA”
      means
      the Comprehensive Environmental Response, Compensation and Liability Act, 42
      U.S.C. §§ 9601 et seq.

     

    “Closing”
      has the
      meaning specified in Section
      2.1.

     

    “Closing
      Date”
      has the
      meaning specified in Section
      2.1.

     

    “Closing
      Shares”
      has the
      meaning specified in Section
      1.1.

     

    “Code”
      means
      the Internal Revenue Code of 1986.

     

    “Common
      Stock”
      has the
      meaning specified in the first recital of this Agreement.

     

    “Company”
      has the
      meaning specified in the first paragraph of this Agreement.

     

    “Company
      Agreements”
      has the
      meaning specified in Section
      3.12.

     

    “Company
      Disclosure Schedule”
      has
      the
      meaning specified in Article
      III.

     

    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    

     

    “Company
      Plan”
      means all
      existing bonus, incentive, deferred compensation, pension, retirement, thrift,
      savings, employee ownership, equity-based arrangement or award, severance,
      welfare and fringe benefit plans, unemployment benefits, sick leave, vacation
      pay, salary continuation for disability, scholarship program, employment or
      severance contracts and all similar practices, policies and arrangements in
      which any current or former employee, consultant, limited partner or director
      of
      the Company participates or to which any is a party, or under which the Company
      has any liability or obligation.

     

    “Company’s
      Knowledge”
      means,
      as to a particular matter, the knowledge of each of Robb Walt and Art Lilley.
      The foregoing individuals shall be deemed to have “knowledge” of a particular
      fact or matter if such individual is actually aware of such fact or matter,
      or
      if the performance of such individual’s duties would, in the normal course of
      the Company’s affairs, result in such individual having knowledge of such fact
      or matter.

     

    “Consent”
      means
      any consent, waiver, license, approval or authorization required to be obtained
      from any Governmental Authority of any third Person.

     

    “Copyrights”
      means
      United States and foreign copyrights, copyrightable works and mask works,
      whether registered or unregistered, and pending applications to register the
      same.

     

    “Court
      Order”
      means
      any judgment, order, award or decree of any foreign, federal, state, local
      or
      other court or tribunal and any award in any arbitration
      proceeding.

     

    “Enforceability
      Exceptions”
      means,
      with reference to the enforcement of the terms and provisions of this Agreement
      or any other contract, that the enforcement thereof is or may be subject to
      the
      effect of (i) applicable bankruptcy, receivership, insolvency, reorganization,
      moratorium, fraudulent conveyance, fraudulent transfer and other similar laws
      relating to or affecting the enforcement of the rights and remedies of creditors
      or parties to executory contracts generally; (ii) general principles of equity
      (regardless of whether such enforceability is considered in a proceeding at
      law
      or in equity) and the exercise of equitable powers by a court of competent
      jurisdiction; and (iii) applicable law or public policy limiting the enforcement
      of provisions providing for the indemnification of any Person.

     

    “Environmental
      Laws”
      means
      any and all past, present and future applicable laws (including statutes,
      regulations and common law) of the United States, any state, any political
      subdivision of either of them or any other national or political subdivision
      for
      the protection of the environment or human health and safety, including
      judgments, awards, decrees, regulations, rules, standards, requirements, orders
      and Permits issued by any court, administrative agency or commission or other
      Governmental Authority under such laws, and shall include CERCLA, the Clean
      Air
      Act (42 U.S.C. §§ 7401 et seq.),
      RCRA,
      the Clean Water Act (33 U.S.C. §§ 1251 et seq.),
      the
      Occupational Safety and Health Act (29 U.S.C. §§ 651 et seq.),
      the
      Toxic Substance Control Act (15 U.S.C. §§ 2601 et seq.)
      and the
      Safe Drinking Water Act (42 U.S.C. §§ 300f et seq.)
      as well
      as any and all state or local laws that relate to pollution, contamination
      of
      the environment, human health or safety and all future amendments to such laws,
      and all past, present and future regulations, rules, standards, requirements,
      orders and Permits issued thereunder.

     

    
      
        
        

      

      
        18

        
          

        

      

      
        
        

      

    

     

    “Equity
      Interests”
      means
      (i) with respect to any corporation, all shares, interests, participations
      or
      other equivalents of capital stock of such corporation, however designated,
      and
      (ii) with respect to any partnership or limited liability company, all
      partnership or limited liability company interests, units, participations or
      equivalents of partnership or limited liability company interests of such
      partnership or limited liability company, however designated. 

     

    “ERISA”
      means
      the Employee Retirement Income Security Act of 1974.

     

    “ERISA
      Affiliate”
      means
      any trade or business (whether or not incorporated) which would be considered
      a
      single employer with the Company pursuant to Section 414(b), (c), (m) or (o)
      of
      the Code and Treasury Regulations promulgated under those sections or pursuant
      to Section 4001(b) of ERISA and the Treasury Regulations promulgated
      thereunder.

     

    “Expenses”
      means
      any and all expenses incurred in connection with investigating, defending or
      asserting any claim, action, suit or proceeding incident to any matter
      indemnified against hereunder (including court filing fees, court costs,
      arbitration fees or costs, witness fees and reasonable fees and disbursements
      of
      legal counsel, investigators, expert witnesses, accountants and other
      professionals).

     

    “Financial
      Statements”
      has the
      meaning specified in Section
      3.6.

     

    “Governmental
      Authority”
      means
      any foreign, federal, state, provincial, local or other governmental authority
      or regulatory body and any of their respective subdivisions, agencies,
      instrumentalities, authorities or tribunals.

     

    “Intellectual
      Property”
      means
      Copyrights, Patent Rights, Trademarks and Trade Secrets.

     

    “Legal
      Proceeding”
      means
      any judicial, administrative or arbitral action, suit or proceeding (whether
      public or private and whether civil, criminal or administrative) by or before
      any court, panel, tribunal, commission or other Governmental
      Authority.

     

    “Lien”
      means
      any lien, claim, charge, security interest, mortgage, pledge, easement,
      conditional sale or other title retention agreement, defect in title or other
      restriction of any kind.

     

    “Losses”
      means
      any and all losses, costs, obligations, liabilities, settlement payments,
      awards, judgments, fines, penalties, damages, expenses, deficiencies or other
      charges.

     

    “Material
      Adverse Change”
      means an
      effect, event, development or change that, individually or in the aggregate,
      (i)
      is, or would reasonably be expected to be, materially adverse to the business,
      properties, assets, results of operations, prospects or condition (financial
      or
      otherwise) of the Company or (ii) affecting the Company that would reasonably
      be
      expected to prevent impede or otherwise affect in any material respect the
      consummation of the transactions contemplated by this Agreement.

     

    
      
        
        

      

      
        19

        
          

        

      

      
        
        

      

    

     

    “Organizational
      Documents”
      means in
      the case of any Person that is an entity, its certificate or articles of
      incorporation or formation, bylaws, limited liability company agreement,
      partnership agreement or similar charter document, as the case may
      be.

     

    “Patent
      Rights”
      means
      United States and foreign patents, patent applications, continuations,
      continuations-in-part, divisions, reissues, patent disclosures, inventions
      (whether or not patentable or reduced to practice) and improvements
      thereto.

     

    “Permits”
      has the
      meaning specified in Section
      3.17(a).

     

    “Permitted
      Liens”
      means
      (a) liens for Taxes and other governmental charges and assessments arising
      in
      the ordinary course of business which are not yet due and payable, (b) liens
      of
      landlords and liens of carriers, warehousemen, mechanics and materialmen and
      other like liens arising in the ordinary course of business for sums not yet
      due
      and payable and (c) other liens or imperfections on property which are not
      material in amount, do not interfere with and are not violated by the
      consummation of the transactions contemplated by this Agreement and do not
      materially detract from the value or marketability of, or materially impair
      the
      existing use of, the property affected by such lien or
      imperfection.

     

    “Person”
      means
      any individual, corporation, partnership, limited liability company, joint
      venture, association, joint-stock company, trust, unincorporated organization
      or
      Governmental Authority.

     

    “Purchaser”
      has the
      meaning specified in the first paragraph of this Agreement.

     

    “Purchaser
      Group Member”
      means
      (a) Purchaser and its Affiliates, (b) their respective directors, officers,
      employees, agents, attorneys and consultants and (c) successors and assigns
      of
      the foregoing.

     

    “RCRA”
      means
      the Resource Conservation and Recovery Act, 42 U.S.C. §§ 6901 et seq.

     

    “Requirements
      of Law”
      means
      any foreign, federal, state and local laws, statutes, regulations, rules, codes
      or ordinances enacted, adopted, issued or promulgated by any Governmental
      Authority (including those pertaining to electrical, building, zoning,
      subdivision, land use and Environmental Laws) or common law.

     

    “Software”
      means
      computer software programs and software systems, including all databases,
      compilations, tool sets, compilers, higher level or “proprietary” languages, and
      related documentation and materials, whether in source code, object code or
      human readable form.

     

    “Tax”
      (and,
      with correlative meaning, “Taxes”)
      means
      (A) any federal, state, local or foreign net income, gross income, gross
      receipts, windfall profit, severance, property, production, sales, use, license,
      excise, franchise, employment, payroll, withholding, alternative or add-on
      minimum, ad valorem, value-added, transfer, stamp, or environmental tax
      (including taxes under section 59A of the Code), escheat payments or any other
      tax, custom, duty, governmental fee or other like assessment or charge of any
      kind whatsoever, together with any interest or penalty, addition to tax or
      additional amount imposed by any Governmental Authority and (B) any liability
      for the payment of amounts determined by reference to amounts described in
      clause (A) as a result of being a member of an affiliated, consolidated,
      combined or unitary group, or as a result of any obligation under any Tax
      sharing or indemnity arrangement. 

     

    
      
        
        

      

      
        20

        
          

        

      

      
        
        

      

    

     

    “Tax
      Return”
      means
      any return, report or similar statement required to be filed with respect to
      any
      Tax (including any attached schedules), including any information return, claim
      for refund, amended return or declaration of estimated Tax.

     

    “Trade
      Secrets”
      means
      confidential ideas, trade secrets, know-how, concepts, methods, processes,
      formulae, reports, data, customer lists, mailing lists, business plans or other
      proprietary information.

     

    “Trademarks”
      means
      United States, state and foreign trademarks, service marks, logos, trade dress
      and trade names (including all assumed and fictitious names under which the
      Company is conducting business or has within the previous five years conducted
      business), whether registered or unregistered, and pending applications to
      register the foregoing.

     

    *
      * * * *
      *

     

    
      
        
        

      

      
        21

        
          

        

      

      
        
        

      

    

    


    IN
      WITNESS WHEREOF,
      the
      parties hereto have caused this Agreement to be executed as of the day and
      year
      first above written.

     

     

    
      	 	
              ALLEGRO
                BIODIESEL CORPORATION

            
	 	 	 	 
	 	 	 	 
	 	
              By:
                

            	
              /s/
                Bruce Comer

            	 	 
	 	
              Name:

            	
              Bruce
                Comer

            	 
	 	
              Title:

            	
              Chief
                Executive Officer

            	 
	 	 
	 	 
	 	
              COMMUNITY
                POWER CORPORATION

            
	 	 	 	 
	 	 	 	 
	 	
              By:
                

            	
              /s/
                Arthur W. Lilley

            	 	 
	 	
              Name:

            	
              Arthur
                W. Lilley

            	 
	 	
              Title:
                

            	
              Chairman