STRATOS RENEWABLES CORPORATION UNSECURED CONVERTIBLE PROMISSORY NOTE

THIS NOTE AND THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ ACT ”) OR APPLICABLE STATE LAW. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER THE ACT AND APPLICABLE STATE LAW OR AN OPINION OF COUNSEL SATISFACTORY TO THE CORPORATION THAT SUCH REGISTRATION IS NOT REQUIRED.

FOR VALUE RECEIVED , Stratos Renewables Corporation , a   Nevada corporation (“ Company ”) promises to pay to _______________, a ___________________ (the “ Holder ”), or its registered assigns, the principal sum of ________________ Dollars (U.S. $___________) (“ Original Principal Amount ”), or such lesser amount as shall equal the outstanding principal amount hereof, together with interest from the date of this Note on the unpaid principal balance at a rate equal to twelve (12%) per annum (the “ Applicable Interest Rate ”), computed on the basis of the actual number of days elapsed and a year of 365 days. All unpaid principal, together with any then unpaid and accrued interest and other amounts payable hereunder, shall be due and payable in one (1) installment on ____________, 2008 [SIX MONTHS FROM ISSUANCE] (the “ Original   Maturity Date ”). However, if the Company has failed to raise at least $25.0 million of equity investment, net of offering expenses, between November 14, 2007 and the Maturity Date, then the Company may, in its sole and exclusive option, extend the Maturity Date to _________________, 2009 [NINE MONTHS FROM ISSUANCE] (the “ Extended Maturity Date ”), without prior notice.

All amounts owing on this Note shall be payable in arrears, with payments first applied to accrued and unpaid interest on this Note, and thereafter on the unpaid principal amount hereof. All references to Dollars herein are to lawful currency of the United States of America. This Note is issued in connection with a certain Unsecured Convertible Promissory Note Purchase Agreement dated ___________, 2008 (as amended, modified or supplemented, the “ Note Purchase Agreement ”) between Company and the Purchaser (as defined in the Note Purchase Agreement).

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

1.   Definitions . As used in this Note the following capitalized terms have the following meanings:

(a)   “ Company ” includes the corporation initially executing this Note and any Person which shall succeed to or assume the obligations of Company under this Note.

(b)   “ Holder ” shall mean the Person specified in the introductory paragraph of this Note or any Person who shall at the time be the registered holder of this Note.

(c)   “ Obligations ” shall mean and include all loans, advances, debts, liabilities and obligations existing or hereafter arising under or pursuant to the terms of this Note, the Note Purchase Agreement and the other Note Documents, including, all interest, fees, charges, expenses, attorneys’ fees and costs and accountants’ fees and costs chargeable to and payable by Company hereunder and thereunder, in each case, whether direct or indirect, absolute or contingent, due or to become due, and whether or not arising after the commencement of a proceeding under Title 11 of the United States Code (11 U. S. C. Section 101 et seq. ), as amended from time to time (including post-petition interest) and whether or not allowed or allowable as a claim in any such proceeding.

(d)   “ Person ” shall mean and include an individual, a partnership, a corporation (including a business trust), a joint stock company, a limited liability company, an unincorporated association, a joint venture or other entity or a governmental authority.

(e)   “ Note Documents ” shall mean this Note and the Note Purchase Agreement.

2.   Interest . Accrued interest on this Note shall be due and payable together with the unpaid principal on the Maturity Date.

3.   Certain Covenants . Company shall furnish to Holder promptly upon the occurrence thereof, written notice of the occurrence of any Event of Default hereunder.

4.   Events of Default . The occurrence of any of the following shall constitute an “ Event of Default ” under this Note and the other Note Documents:

(a)   Failure to Pay . Company shall fail to pay when due (i) the principal or interest payment on the due date hereunder and such payment shall not have been made within fifteen (15) days of Company’s receipt of Holder’s written notice to Company of such failure to pay or (ii) any other payment required under the terms of this Note on the date due and such payment shall not have been made within fifteen (15) days of Company’s receipt of Holder’s written notice to Company of such failure to pay; or

(b)   Breaches of Covenants. Company shall fail to observe or perform any other material covenant, representation, or warranty, obligation, condition or agreement contained in this Note (other than those specified in Sections 4(a)) and such failure shall continue for fifteen (15) days after written notice to Company of such failure.

(c)   Voluntary Bankruptcy or Insolvency Proceedings. Company shall (i) apply for or consent to the appointment of a receiver, trustee, liquidator or custodian of itself or of all or a substantial part of its property, (ii) be unable, or admit in writing its inability, to pay its debts generally as they mature, (iii) make a general assignment for the benefit of its or any of its creditors, (iv) be dissolved or liquidated, (v) become insolvent (as such term may be defined or interpreted under any applicable statute), (vi) commence a voluntary case or other proceeding seeking liquidation, reorganization or other relief with respect to itself or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect or consent to any such relief or to the appointment of or taking possession of its property by any official in an involuntary case or other proceeding commenced against it, or (vii) take any action for the purpose of effecting any of the foregoing; or

(d)   Involuntary Bankruptcy or Insolvency Proceedings. Proceedings for the appointment of a receiver, trustee, liquidator or custodian of Company of all or a substantial part of the property thereof, or an involuntary case or other proceedings seeking liquidation, reorganization or other relief with respect to Company or the debts thereof under any bankruptcy, insolvency or other similar law now or hereafter in effect shall be commenced and an order for relief entered or such proceeding shall not be dismissed or discharged within thirty (30) days of commencement.

5.   Rights of Holder upon Default . Upon the occurrence or existence of any Event of Default (other than an Event of Default, referred to in Sections 4(c) and 4(d), and giving effect to any applicable cure periods) and at any time thereafter during the continuance of such Event of Default, Holder may, by written notice to Company, declare all outstanding Obligations payable by Company hereunder to be immediately due and payable without presentment, demand, protest or any other notice of any kind, all of which are hereby expressly waived, anything contained herein to the contrary notwithstanding. Upon the occurrence or existence of any Event of Default described in Sections 4(c) and 4(d), immediately and without notice, all outstanding Obligations payable by Company hereunder shall automatically become immediately due and payable, without presentmen