UNSECURED CONVERTIBLE PROMISSORY NOTE

STRATOS RENEWABLES CORPORATION

UNSECURED CONVERTIBLE PROMISSORY NOTE

FOR VALUE RECEIVED , Stratos Renewables Corporation , a Nevada corporation (“ Company ”) promises to pay I2BF BioDiesel Limited, a business company existing under the laws of the British Virgin Islands (“ Holder ”), or its registered assigns, the principal sum of Five Million Dollars ($5,000,000), 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 ten percent (10%) per annum, 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 on the earliest to occur (the “ Maturity Date ”) of (i) December 31, 2009, (ii) July 23, 2009, if Holder notifies Company, in writing, at least thirty (30) days but not more the sixty (60) days prior thereto, that it is electing to accelerate the Maturity Date to July 23, 2009, or (iii) when, upon or after the occurrence of an Event of Default (as defined below), such amounts are declared due and payable by Holder or made automatically due and payable in accordance with the terms hereof. All references to Dollars herein are to lawful currency of the United States of America. This Note is one of the Notes issued by the Company pursuant to Section 1.1 of that certain Unsecured Convertible Promissory Note and Warrant Purchase Agreement dated August 27, 2008 (as amended, modified or supplemented, the “ Note Purchase Agreement ”) between Company and the Purchaser (as defined in the Note Purchase Agreement). All amounts owing on this Note shall be payable in arrears, with payments first applied to any and all costs and expenses incurred by Holder in enforcement or the preservation of any rights hereunder, second to accrued and unpaid interest on this Note, and thereafter on the unpaid principal amount hereof, at the address for such purpose specified below the Holder’s name on Schedule I of the Note Purchase Agreement, or at such other address as the Holder may from time to time direct in writing. This Note may be prepaid by the Company, in whole but not in part, upon ten days prior written notice to the Holder and subject to Sections 2 and 3.

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 . Capitalized terms used in this Note have the meanings given in the Note Purchase Agreement unless otherwise defined herein. In addition, the following capitalized terms have the following meanings:

(a)   “ Affiliate ” shall mean, with respect to any Person (i) a Person directly or indirectly controlling, controlled by or under, control with such Person, (ii) a Person owning or controlling 10% or more of the outstanding voting securities of such Person, or (iii) an officer, director, general partner, member or manager of such Person, or a member of the immediate family of an officer, director, general partner, member or manager of such Person. When the Affiliate is an officer, director, partner or manager of such Person or a member of the immediate family of an officer, director, general partner, member or manager of such Person, any other Person for which the Affiliate acts in that capacity shall also be considered an Affiliate. For these purposes, control means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, as trustee or executor, by contract or otherwise.

(b)   “ Bloomberg ” means Bloomberg Financial Markets.

(c)   “ Board ” shall mean the board of directors of any specified Person and any committee thereof.

(d)   “ Common Stock ” shall mean shares of common stock, $0.001 par value per share, of the Company.

(e)   “ Capital Stock ” shall mean shares of Common Stock or Preferred Stock (whether now outstanding or hereafter issued in any context).

(f)   “ Date of Conversion ” means the date on which the Holder shall have delivered to the Company (i) the form of Notice of Conversion attached hereto, appropriately completed and duly signed for the number of Note Shares the Holder intends to purchase.

(g)   “ Excluded Stock ”   shall mean (i) shares of Common Stock issued by the Company as a stock dividend payable in shares of Common Stock, or upon any subdivision or split-up of the outstanding shares of Capital Stock, in each case which is subject to Section 3(a)(ii)(2) , or upon conversion of shares of Capital Stock (but not the issuance of such Capital Stock which will be subject to the provisions of Section 3(a)(ii)(3)(c) , (ii) the issuance of shares of Common Stock in any public offering, (iii) the issuance of shares of Common Stock (including upon exercise of options, warrants or other securities) to directors, advisors, employees or consultants of the Company pursuant to a stock option plan, employee stock purchase plan, restricted stock plan or other agreement approved by the Board, (iv) the issuance of shares of Common Stock in connection with acquisitions of assets or securities of another Person (other than issuances to Affiliates of the Company), (v) the issuance of shares of Common Stock upon conversion of the Preferred Stock, (vi) the issuance of shares of Common Stock upon exercise of the Warrants and Other Warrants (as such term is defined in the Note Purchase Agreement Section 5.3(b)) (including Warrants and Other Warrants issued after the date hereof), (vii) the issuance of shares of Common Stock upon conversion of the Notes and Other Notes (as such term is defined in the Note Purchase Agreement Section 5.3(b)) (including Notes and Other Notes issued after the date hereof), (viii) the issuance of any Warrants issued after the date hereof, and (ix) the issuance of any Notes and Other Notes issued after the date hereof.  

(h)   “ 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.

(i)   “ Market Price ” of one share of Common Stock as of a particular date shall be determined as follows: (i) if traded on a securities exchange, the value shall be deemed to be the weighted average price of the Company’s Common Stock (as reported by Bloomberg) on the Trading Day immediately preceding the Date of Conversion; (ii) if traded over-the-counter, the value shall be deemed to be the weighted average price of the Company’s Common Stock (as reported by Bloomberg) over the five Trading Days preceding the Date of Conversion; and (iii) if there is no active public market, the fair market value thereof, as determined in good faith by the Board.

(j)   “ Obligations ” shall mean and include all loans, advances, debts, liabilities and obligations, howsoever arising, owed by the Company to Holder of every kind and description (whether or not evidenced by any note or instrument and whether or not for the payment of money), now existing or hereafter arising under or pursuant to the terms of this Note and the Note Purchase Agreement, including, all interest, fees, charges, expenses, attorneys’ fees and costs and accountants’ fees and costs chargeable to and payable by the 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.

(k)   “ Person ” shall mean any entity, corporation, company, association, joint venture, joint stock company, partnership, trust, organization, individual (including personal representatives, executors and heirs of a deceased individual), nation, state, government (including agencies, departments, bureaus, boards, divisions and instrumentalities thereof), trustee, receiver or liquidator, as well as any syndicate or group that would be deemed to be a Person under Section 13(d)(3) of the Securities Exchange Act of 1934, as amended.

(l)   “ Preferred Stock ” shall mean the preferred stock, $0.001 par value per share, of the Company.

(m)   “ Prepayment Fee ” has the meaning specified in Section 2.

(n)   “ Subsidiary ” of a Person shall mean each corporation or other entity of which (a) such Person or any other Subsidiary of such Person is a general partner or a manager (b) or at least 50% of the securities or other ownership interests having by their terms ordinary voting power to elect at least 50% of the board of directors or other Persons performing similar functions is directly or indirectly owned or controlled by such Person, by any one or more of its Subsidiaries or by such Person and one or more of its Subsidiaries.

(o)   “ Trading Day ” shall mean a day on which the purchase and sale of the Company’s Common Stock is permitted.

(p)   “ Warrants ” shall mean the warrants issued by the Company pursuant to Section 1.1 of that certain Unsecured Convertible Promissory Note and Warrant Purchase Agreement, dated August 27, 2008, by and among the Company and the Investors referred to therein (the “ Securities Purchase Agreement ”).

2.   Prepayment Fee . This Note may be prepaid by the Company, in whole but not in part, from time to time, provided that if Company prepays this Note for any reason (other than as a result of an acceleration pursuant to Section 5 or a Sale of the Company pursuant to Section 3(d)) more than thirty days before the Maturity Date, Company shall pay Holder a fee (the “ Prepayment Fee ”) due and payable on the date of prepayment equal to fifteen percent (15%) of the sum of the principal amount of this Note and all accrued but unpaid interest through and including the date of prepayment.

3.   Conversion of Note .

(a)   Voluntary Conversion .

(i)   Terms of Voluntary Conversion . Holder has the right, exercisable at Holder’s option, at any time hereafter and until such date as this Note has been paid in full by the Company, to convert, subject to the terms and provisions of this Section 3, the unpaid principal amount of this Note, or any part thereof plus any accrued but unpaid interest, plus, if conversion occurs in connection with Company’s election to prepay this Note before the Maturity Date, the Prepayment Fee (such amount being the “ Converted Amount ”), into such number of fully paid and non-assessable shares of Common Stock as is determined by dividing the Converted Amount by the Conversion Price (the “ Note Shares ”).

(ii)   Conversion Price; Adjustments to Conversion Price .

(1)   The initial conversion price (“ Initial Conversion Price ”) is $0.70. “ Conversion Price ” means the Initial Conversion Price as modified pursuant to clauses (2), (3) and (4) below.

(2)   If, after the date of this Note, the outstanding shares of Common Stock are subdivided (split), or combined (reverse split), by reclassification or otherwise, or if any dividend or other distribution payable on the Common Stock in shares of Common Stock occurs, the Conversion Price (for the remaining principal and interest balance at the time such event occurs) in effect immediately before such subdivision, combination, dividend, grant of such options or warrants or other distribution will, concurrently with the effectiveness of such subdivision, combination, dividend or other distribution, be proportionately adjusted.

(3)   If the Company issues or sells any Common Stock (including any securities exercisable, exchangeable or convertible into Common Stock) other than Excluded Stock without consideration or for consideration per share (as determined below) less than the Conversion Price, the Conversion Price in effect immediately prior to each such issuance or sale will immediately be reduced to such lower price. For the purposes of any adjustment of the Conversion Price issuable upon conversion of this Note pursuant to this Section 3(a)(ii) , the following provisions shall be applicable:

a)   In the case of the issuance of Common Stock for cash, the amount of the consideration received by the Company shall be deemed to be the amount of the cash proceeds received by the Company for such Common Stock before deducting therefrom any discounts or commissions allowed, paid or incurred by the Company for any underwriting or otherwise in connection with the issuance and sale thereof.

b)   In the case of the issuance of Common Stock (otherwise than upon the conversion of shares of Capital Stock or other securities of the Company) for a consideration in whole or in part other than cash, including securities acquired in exchange therefor (other than securities by their terms so exchangeable), the consideration other than cash shall be deemed to be the fair value thereof as determined by the Board, provided , however , that such fair value as determined by the Board shall not exceed the aggregate Market Price of the shares of Common Stock being issued as of the date the Board authorizes the issuance of such shares.

c)   In the case of the issuance of (a) options, warrants or other rights to purchase or acquire Common Stock (whether or not at the time exercisable) or (b) securities by their terms convertible into or exchangeable for Common Stock (whether or not at the time so convertible or exchangeable) or options, warrants or rights to purchase such convertible or exchangeable securities (whether or not at the time exercisable):

1)   the aggregate maximum number of shares of Common Stock deliverable upon exercise of such options, warrants or other rights to purchase or acquire Common Stock shall be deemed to have been issued at the time such options, warrants or rights are issued and for a consideration equal to the consideration (determined in the manner provided in Sections 3(a)(ii)(3)(a) and (b) ), if any, received by the Company upon the issuance of such options, warrants or rights plus the minimum purchase price provided in such options, warrants or rights for the Common Stock covered thereby;

2)   the aggregate maximum number of shares of Common Stock deliverable upon conversion of or in exchange for any such convertible or exchangeable securities, or upon the exercise of options, warrants or other rights to purchase or acquire such convertible or exchangeable securities and the subsequent conversion or exchange thereof, shall be deemed to have been issued at the time such securities were issued or such options, warrants or rights were issued and for a consideration equal to the consideration, if any, received by the Company for any such securities and related options, warrants or rights (excluding any cash received on account of accrued interest or accrued dividends), plus the additional consideration (determined in the manner provided in Sections 3(b)(iii)(a) and (b) ), if any, to be received by the Company upon the conversion or exchange of such securities, or upon the exercise of any related options, warrants or rights to purchase or acquire such convertible or exchangeable securities and the subsequent conversion or exchange thereof;

3)   on any change in the number of shares of Common Stock deliverable upon exercise of any such options, warrants or rights or conversion or exchange of such convertible or exchangeable securities or any change in the consideration to be received by the Company upon such exercise, conversion or exchange, but excluding changes resulting from the anti-dilution provisions thereof (to the extent comparable to the anti-dilution provisions contained herein), the consideration per share with respect to such issuance shall be recomputed and the Conversion Price as then in effect shall forthwith be readjusted to such Conversion Price as would have been obtained had an adjustment been made upon the issuance of such options, warrants or rights not exercised prior to such change, or of such convertible or exchangeable securities not converted or exchanged prior to such change, upon the basis of such change;

4)   on the expiration or cancellation of any such options, warrants or rights (without exercise), or the termination of the right to convert or exchange such convertible or exchangeable securities (without exercise), if the Conversion Price shall have been adjusted upon the issuance thereof, the Conversion Price shall forthwith be readjusted to such Convers