CONVERTIBLE
      PROMISSORY NOTE

    OF

    ALLEGRO
      BIODIESEL CORPORATION

     

    
      
        	U.S.
                $1,000,000.00	
                 November
                  21, 2007

              


      

    

     

    For
      value
      received, Allegro Biodiesel Corporation, a Delaware corporation (the
      "Company"),
      with
      principal offices at 6033 West Century Blvd., Suite 1090, Los Angeles,
      California 90045, hereby promises to pay to Monarch
      Pointe Fund, Ltd.
      ("Holder"),
      or
      its registered assigns, the principal sum of ONE MILLION Dollars ($1,000,000)
      (the "Principal
      Amount"),
      or
      such lesser amount as shall then equal the outstanding principal amount
      hereunder, together with interest compounded quarterly on the unpaid principal
      balance at a rate equal to seven percent (7.0%) per annum, computed on the
      basis
      of the actual number of days elapsed and a year of 365 or 366 days as the case
      may be, from the date of this Note, until the principal amount and all interest
      accrued thereon are paid (or converted, as provided in Section 3
      hereof).

     

    An
      amount
      equal to the then unpaid Principal Amount together with any then unpaid accrued
      interest on the Principal Amount (the "Maturity
      Payment")
      shall
      be due and payable on March 31, 2008 (the "Maturity
      Date"),
      at
      the principal offices of the Company or by mail to the address of the registered
      holder of this Note in lawful money of the United States, unless this Note
      shall
      have been previously converted pursuant to Section 2 hereof. The
      Maturity
      Payment
      shall be paid prior to any distributions by the Company to holders of Company
      equity securities in respect of such securities.

     

    The
      following is a statement of the rights of Holder and the conditions to which
      this Note is subject, and to which Holder hereof, by the acceptance of this
      Note, agrees:

     

    1.  DEFINITIONS.
      The
      following definitions shall apply for all purposes of this Note:

     

    1.1  "Company"
      means
      the "Company"
      as
      defined above and includes any corporation which shall succeed to or assume
      the
      obligations of the Company under this Note.

     

    1.2  "Conversion
      Price"
      means
      $0.65 per share of Conversion Stock.

     

    1.3  "Conversion
      Stock"
      means
      the Common Stock, par value $0.01 per share, of the Company. The number and
      character of the Conversion Stock are subject to adjustment as provided
      herein.

     

    1.4  "Holder"
      means
      any person who shall at the time be the registered holder of this
      Note.

     

    1.5  "Note"
      means
      this Convertible Promissory Note.

     

    2.  CONVERSION.

     

    2.1  Election.
      The
      Holder or may elect to convert all or part of the outstanding principal amount
      of and any accrued but unpaid interest on this Note, into shares of Conversion
      Stock at the Conversion Price then in effect. The Holder may make such an
      election by delivery of a notice to the Company, together with this Note. The
      Company, at its option, may require the Holder to convert all, or a portion,
      of
      the outstanding principal amount of and any accrued but unpaid interest on
      this
      Note by delivery of written notice to the Holder. 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	U.S.
              $1,000,000.00	
               November
                21, 2007

            


    

     

    2.2  Issuance
      of Conversion Stock.
      As soon
      as practicable after conversion of this Note, the Company at its expense will
      cause to be issued in the name of and delivered to the Holder, a certificate
      or
      certificates for the number of shares of Conversion Stock to which the Holder
      shall be entitled upon such conversion (bearing such legends as may be required
      by applicable state and federal securities laws in the opinion of legal counsel
      of the Company, by the Company's Certificate of Incorporation or Bylaws, or
      by
      any agreement between the Company and the Holder), together with any other
      securities and property to which the Holder is entitled upon such conversion
      under the terms of this Note. Such conversion shall be deemed to have been
      made
      on the date of delivery of the applicable conversion notice, together with
      this
      Note. No fractional shares will be issued upon conversion of this Note. If
      upon
      any conversion of this Note, a fraction of a share would otherwise result,
      then
      in lieu of such fractional share the Company will pay the cash value of that
      fractional share, calculated on the basis of the then current market price
      of
      the Company's common stock, as determined in good faith by the Board of
      Directors of the Company.

     

    3.  ADJUSTMENT
      PROVISIONS.
      The
      number and character of shares of Conversion Stock issuable upon conversion
      of
      this Note and the Conversion Price therefor, are subject to adjustment upon
      occurrence of the following events between the date this Note is issued and
      the
      date it is converted:

     

    3.1  Adjustment
      for Stock Splits, Stock Dividends, Recapitalizations,
      etc.
      The
      Conversion Price of this Note and the number of shares of Conversion Stock
      issuable upon conversion of this Note shall each be proportionally adjusted
      to
      reflect any stock dividend, stock split, reverse stock split, reclassification,
      recapitalization or other similar event affecting the number of outstanding
      shares of Conversion Stock unless the conversion ratio of such Conversion Stock
      already reflects such event.

     

    3.2  Adjustment
      for Other Dividends and Distributions.
      In case
      the Company shall make or issue, or shall fix a record date for the
      determination of eligible holders of Conversion Stock entitled to receive,
      a
      dividend or other distribution payable with respect to their shares of
      Conversion Stock that is payable in (a) securities of the Company (other
      than issuances with respect to which adjustment is made under Section 3.1),
      or (b) assets (other than cash dividends paid or payable solely out of
      retained earnings), then, and in each such case, the Holder, upon conversion
      of
      this Note at any time after the consummation, effective date or record date
      of
      such event, shall receive, in addition to the shares of Conversion Stock
      issuable upon such conversion prior to such date, the securities or such other
      assets of the Company to which the Holder would have been entitled upon such
      date if the Holder had converted this Note immediately prior thereto (all
      subject to further adjustment as provided in this Note).

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              U.S.
                $1,000,000.00

            	
               November
                21, 2007

            


    

     

    3.3  Conversion
      or Exchange of Stock.
      In case
      all the authorized Conversion Stock of the Company is converted, pursuant to
      the
      Company's Certificate of Incorporation, into other securities or property,
      or
      the Conversion Stock otherwise ceases to exist, then, in such case, the Holder,
      upon conversion of this Note at any time after the date on which the Conversion
      Stock is so converted or ceases to exist (the "Termination
      Date"),
      shall
      receive, in lieu of the number of shares of Conversion Stock that would have
      been issuable upon such conversion immediately prior to the Termination Date
      (the "Former
      Number of Shares of Conversion Stock"),
      the
      stock and other securities and property which the Holder would have been
      entitled to receive upon the Termination Date if the Holder had converted this
      Note with respect to the Former Number of Shares of Conversion Stock immediately
      prior to the Termination Date (all subject to further adjustment as provided
      in
      this Note).

     

    3.4  Notice
      of Adjustments.
      The
      Company shall promptly give written notice of each adjustment or readjustment
      of
      the Conversion Price or the number of shares of Conversion Stock or other
      securities issuable upon conversion of this Note. The notice shall describe
      the
      adjustment or readjustment and show in reasonable detail the facts on which
      the
      adjustment or readjustment is based.

     

    3.5  No
      Change Necessary.
      The
      form of this Note need not be changed because of any adjustment in the
      Conversion Price or in the number of shares of Conversion Stock issuable upon
      its conversion.

     

    3.6  Reservation
      of Stock.
      If at
      any time the authorized number of shares of Conversion Stock or other securities
      issuable upon conversion of this Note shall not be sufficient to effect the
      conversion of this Note, the Company will use its commercially reasonable
      efforts to take such corporate action as may, in the opinion of its counsel,
      be
      necessary to increase its authorized but unissued shares of Conversion Stock
      or
      other securities issuable upon conversion of this Note as shall be sufficient
      for such purpose.

     

    4.  NO
      RIGHTS OR LIABILITIES AS SHAREHOLDER.
      This
      Note does not by itself entitle the Holder to any voting rights or other rights
      as a shareholder of the Company. In the absence of conversion of this Note,
      no
      provisions of this Note, and no enumeration herein of the rights or privileges
      of the Holder, shall cause the Holder to be a shareholder of the Company for
      any
      purpose.

     

    5.  NO
      IMPAIRMENT.
      The
      Company will not, by amendment of its Certificate of Incorporation or Bylaws,
      or
      through reorganization, consolidation, merger, dissolution, issue or sale of
      securities, sale of assets or any other voluntary action, willfully avoid or
      seek to avoid the observance or performance of any of the terms of this Note,
      but will at all times in good faith assist in the carrying out of all such
      terms
      and in the taking of all such action as may be necessary or appropriate in
      order
      to protect the rights of the Holder under this Note against wrongful impairment.
      Without limiting the generality of the foregoing, the Company will take all
      such
      action as may be necessary or appropriate in order that the Company may duly
      and
      validly issue fully paid and nonassessable shares of Conversion Stock upon
      the
      conversion of this Note.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	U.S.
              $1,000,000.00	
               November
                21, 2007

            


    

     

    6.  DEFAULT.
      An
      "Event of Default" will occur if any of the following happens:

     

    (a)  The
      Company fails to make any payment when due hereunder and such default is not
      cured within a ten (10) day period after the Holder has given the Company
      written notice of such default;

     

    (b)  The
      Company breaches any material obligation to the Holder under this Note (other
      than the payment of principal and interest) and such default is not cured within
      a thirty (30) day period after the Holder has given the Company written notice
      of such default; or

     

    (c)  A
      receiver is appointed for any material part of the Company's property, the
      Company makes an assignment for the benefit of creditors, or the Company becomes
      a debtor or alleged debtor in a case under the U.S. Bankruptcy Code or becomes
      the subject of any other bankruptcy or similar proceeding for the general
      adjustment of its debts and such proceeding is not dismissed or stayed within
      sixty (60) days from the date of commencement thereof.

     

    Upon
      the
      occurrence of any Event of Default, the Maturity Payment shall become
      immediately due and payable in full without further notice or demand by
      Holder.

     

    7.  PREPAYMENT.
      The
      Company may prepay, in whole or in part, at any time or from time to time,
      the
      unpaid balance of this Note.

     

    8.  ATTORNEYS'
      FEES.
      In the
      event any party is required to engage the services of any attorneys for the
      purpose of enforcing this Note, or any provision thereof, the prevailing party
      shall be entitled to recover its reasonable expenses and costs in enforcing
      this
      Note, including attorneys' fees.

     

    9.  INVESTOR
      REPRESENTATIONS.
      The
      Holder represents and warrants that (i) it is acquiring the Note and will
      acquire any Conversion Shares upon conversion hereof for investment purposes
      only and not with a view for resale or distribution thereof, and (ii) it is
      an
“accredited investor” as defined under Regulation D of the Securities Act of
      1933, as amended.

     

    10.  TRANSFER.
      This
      Note may be assigned, conveyed or transferred without the prior written consent
      of the Company to any person or entity; provided that such transferee executes
      an acknowledgement that such transferee is subject to all the terms and
      conditions of this Note and such transfer is made in compliance with State
      and
      Federal securities law, as reasonably determined by the Company. The rights
      and
      obligations of the Company and the Holder under this Note and the Purchase
      Agreement shall be binding upon and benefit their respective permitted
      successors, assigns, heirs, administrators and transferees.

     

    11.  GOVERNING
      LAW.
      This
      Note shall be governed by and construed under the internal laws of the State
      of
      California as applied to agreements among California residents entered into
      and
      to be performed entirely within California, without reference to principles
      of
      conflict of laws or choice of laws.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	U.S.
              $1,000,000.00	
               November
                21, 2007

            


    

     

    12.  HEADINGS.
      The
      headings and captions used in this Note are used only for convenience and are
      not to be considered in construing or interpreting this Note. All references
      in
      this Note to sections and exhibits shall, unless otherwise provided, refer
      to
      sections hereof and exhibits attached hereto, all of which exhibits are
      incorporated herein by this reference.

     

    13.  NOTICES.
      Any
      notice required or permitted under this Note shall be given in writing and
      shall
      be deemed effectively given (i) at the time of personal delivery, if
      delivery is in person; (ii) one (1) business day after deposit with an
      express overnight courier for United States deliveries, or two (2) business
      days
      after such deposit for deliveries outside of the United States, with proof
      of
      delivery from the courier requested; or (iii) three (3) business days after
      deposit in the United States mail by certified mail (return receipt requested)
      for United States deliveries when addressed to the party to be notified at
      the
      address indicated for such party on the signature page hereto, or at such other
      address as any party may designate by giving ten (10) days' advance written
      notice to the other party.

     

    14.  AMENDMENTS
      AND WAIVERS.
      This
      Note may be amended and provisions may be waived only by a writing executed
      by
      the Company the Holder.

     

    15.  SEVERABILITY.
      If one
      or more provisions of this Note are held to be unenforceable under applicable
      law, such provision(s) shall be excluded from this Note and the balance of
      the
      Note shall be interpreted as if such provision(s) were so excluded and shall
      be
      enforceable in accordance with its terms.

     

    [Signature
      Page to Follow]

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    
      	U.S.
              $1,000,000.00	
               November
                21, 2007

            


    


    IN
      WITNESS WHEREOF, the Company has caused this Note to be signed in its name
      as of
      the date first above written.

     

    

      
        	 	
                THE COMPANY

              
	 	 
	 	
                By:

              	
                /s/
                  Bruce Comer

              
	 	
                 

                Name:

              	
                 

                Bruce
                  Comer

              
	 	
                 

                Title:

              	
                 

                Chief
                  Executive Officer

              
	 	
                 

                Address:

              	 


      

    

     

    
      	
               

              AGREED
                AND ACKNOWLEDGED:

            	 
	
               

              THE
                HOLDER

            	 
	 	 
	
              By:

            	
              /s/
                David Firestone

            	 
	
               

              Name:

            	
               

              David
                Firestone

            	 
	
               

              Title:

            	
               

              Managing
                Partner

            	 
	
               

              Address: