STRATOS RENEWABLES CORPORATION SECURED PROMISSORY NOTE AND WARRANT PURCHASE AGREEMENT

1.   The Note and Warrants .

(a)   Issuance of Note and Warrants . At the Closing, the Company agrees to issue and sell to the Purchaser, and, subject to all of the terms and conditions hereof, the Purchaser agrees to purchase a senior secured convertible promissory note in the form attached hereto as Exhibit B (the “ Note ”) in the principal amount set forth opposite the Purchaser’s name on Schedule I hereto. In conjunction with the sale of the Note, at the Closing, the Company also agrees to issue warrants for the purchase of 714,286 shares of Company common stock (“ Common Stock ”), in the form attached hereto as Exhibit C (the “ Warrants ”). The Company and [Subsidiary Name Redacted], shall also execute and delivered to the Purchaser (i) two Security Interest Guarantee Agreements dated as of the date hereof, the form of which is attached hereto as Exhibit D-1 (as the same may be amended, supplemented or restated from time to time, the “Peruvian Security Agreements”) and (ii) two Security Agreements dated as of the date hereof, the form of which is attached hereto as Exhibit D-2 (as the same may be amended, supplemented or restated from time to time, the “ US Security Agreements ”, and with the Peruvian Security Agreements, the “ Security Agreements ”) and Purchaser shall have the rights and obligations hereunder and thereunder

^*** Confidential treatment requested pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. Omitted portions have been filed separately with the Commission.

(b)   Delivery . The sale and purchase of the Note and Warrants shall take place at a closing (the “ Closing ”) to be held on July 25, 2008 (the “ Closing Date ”) at such place as the Company and the Purchaser may determine. At the Closing, the Company will deliver the Note and Warrants to the Purchaser. The Note and Warrants will be registered in such Purchaser’s name in the Company’s records.

(c)   Payments . The Company will make all cash payments due under the Note in immediately available funds on the date such payment is due in the manner and at the address for such purpose specified below the Purchaser’s name on Schedule I hereto, or at such other address as a Purchaser or other registered holder of the Note may from time to time direct in writing. Notwithstanding the foregoing or anything to the contrary in the Note, any default of this Section 1(c) shall not constitute a default or an event of default hereunder independent of the event of default provisions set forth in Section 4(a) of the Note.

2.   Covenants . The Company covenants that so long as the Note is outstanding:

(a)   Compliance with Law . The Company will and will cause each of its Subsidiaries to comply with all Requirements of Law to which each of them is subject, including, without limitation, environmental laws, and will obtain and maintain in effect all licenses, certificates, permits, franchises and other authorizations from third parties and Governmental Authorities necessary to the ownership of their respective properties or to the conduct of their respective businesses, in each case to the extent necessary to ensure that non-compliance with such Requirements of Law or failures to obtain or maintain in effect such licenses, certificates, permits, franchises and other authorizations would not reasonably be expected, individually or in the aggregate, to have a Materially Adverse Effect.

(b)   Reporting Requirements . The Company shall furnish Purchaser:

(i)   As soon as available, and in any event within 90 days after the end of each fiscal year of the Company, audited annual financial statements of the Company and its Subsidiaries with the unqualified opinion of independent certified public accountants of nationally recognized standing selected by the Company and acceptable to Purchaser, which annual financial statements shall include the balance sheets of the Company and its Subsidiaries as at the end of such fiscal year and the related statements of income, retained earnings and cash flows of the Company and its Subsidiaries for the fiscal year then ended, prepared on a consolidating and consolidated basis, all in reasonable detail and prepared in accordance with GAAP, together with a certificate of the Company’s chief financial officer, stating that such financial statements have been prepared in accordance with GAAP and whether or not such officer has knowledge of the occurrence of any Default or Event of Default hereunder and, if so, stating in reasonable detail the facts with respect thereto.

(ii)   As soon as available and in any event within 45 days after the end of each fiscal quarter of the Company, an unaudited interim balance sheet and statement of income, cash flow and retained earnings of the Company and its Subsidiaries as at the end of and for such fiscal quarter and for the year-to-date period then ended, prepared on a consolidating and consolidated basis, in reasonable detail and stating in comparative form the budget of the Company and its Subsidiaries for such fiscal quarter and for the year-to-date period then ended and the figures for the corresponding date and periods in the previous year, all prepared in accordance with GAAP, subject to year-end audit adjustments; and accompanied by a certificate of the Financial Officer, stating (i) that such financial statements have been prepared in accordance with GAAP, subject to year-end audit adjustments, and (ii) whether or not such officer has knowledge of the occurrence of any Default or Event of Default hereunder not theretofore reported and remedied and, if so, stating in reasonable detail the facts with respect thereto.

(iii)   Promptly, and in any event within 10 days following the issuance of any Equity Capital by any Issuer Party (excluding Equity Capital to employees related to options or warrants which when fully exercised would result in the issuance of equal to or less than 1,500,000 shares of Common Stock or options to purchase Common Stock), a statement of the authorized Equity Capital of such Issuer Party showing each Person owning more than five percent of any class of Equity Capital on a fully diluted basis.

(iv)   Immediately after the commencement thereof, notice of all litigation and of all proceedings before any Governmental Authority affecting any Issuer Party or which (i) seek a monetary recovery against any Issuer Party in excess of $100,000 or (ii) if determined adversely to such Issuer Party, could reasonably be expected to have a Material Adverse Effect.

(v)   As promptly as practicable (but in any event not later than 3 Business Days) after an officer of the Company obtains knowledge of the occurrence of a Default or Event of Default hereunder, notice of such occurrence, together with a detailed statement by a responsible officer of the Company setting forth the steps being taken by the Company to cure the effect of such Default or Event of Default.

(vi)   Promptly upon obtaining knowledge thereof, notice of the violation by Issuer Party of any law, rule or regulation, the non-compliance with which could reasonably be expected to have a Material Adverse Effect.

(vii)   Promptly upon their distribution, copies of all proxy statements which the Company sends to its shareholders.

(viii)   Promptly after the sending or filing thereof, copies of all regular and periodic financial reports which the Company delivers to any other lender.

(ix)   Promptly, such additional information concerning each Issuer Party as Purchaser may reasonably request.

Notwithstanding anything to the contrary within this Agreement or any of the other Note Documents, neither the Company nor any other Person acting on its behalf shall be obligated to furnish the Purchaser or its respective agents or counsel with any information that constitutes material, nonpublic information regarding the Company or its securities (the “Nonpublic Information”), unless (a) the Purchaser signs an agreement (reasonable and customary in scope) representing that they will hold such Nonpublic Information confidential; (b) the disclosure of such Nonpublic Information is required under the Securities Act, the Exchange Act or otherwise by law; or (c) the information in such Nonpublic Information has been made generally available to the public other than by disclosure in violation of this or any other agreement of which the Purchaser has knowledge. Nothing herein (or in any other confidentiality agreement between the Company and the Purchaser) shall be deemed to limit the Purchaser’s ability to sell Securities in this Company in a manner which is otherwise consistent with applicable laws and regulations.

All required deliveries pursuant to this Section 2(b) shall be made, to the extent possible, by electronic means (e-mail transmission), followed by actual, originally executed (if required hereunder) paper copies thereof.

(c)   Insurance . The Company will and will cause each of its Subsidiaries to maintain, with financially sound and reputable insurers, insurance with respect to their respective properties and businesses against such casualties and contingencies, of such types, on such terms and in such amounts (including deductibles, co-insurance and self-insurance, if adequate reserves are maintained with respect thereto) as is customary in the case of entities of established reputations engaged in the same or a similar business and similarly situated.

(d)   Maintenance of Properties . The Company will and will cause each of its Subsidiaries to maintain and keep, or cause to be maintained and kept, their respective properties in good repair, working order and condition (other than ordinary wear and tear), so that the business carried on in connection therewith may be properly conducted at all times, provided that this Section shall not prevent the Company or any Subsidiary from discontinuing the operation and the maintenance of any of its properties if such discontinuance is desirable in the conduct of its business and the Company has concluded that such discontinuance would not, individually or in the aggregate, have a Materially Adverse Effect.

(e)   Payment of Taxes . The Company will and will cause each of its Subsidiaries to file all income tax or similar tax returns required to be filed in any jurisdiction and to pay and discharge all taxes shown to be due and payable on such returns and all other taxes, assessments, governmental charges, or levies payable by any of them, to the extent such taxes and assessments have become due and payable and before they have become delinquent, provided that neither the Company nor any Subsidiary need pay any such tax or assessment if ( i ) the amount, applicability or validity thereof is contested by the Company or such Subsidiary on a timely basis in good faith and in appropriate proceedings, and the Company or a Subsidiary has established adequate reserves therefor in accordance with GAAP on the books of the Company or such Subsidiary or ( ii ) the nonpayment of all such taxes and assessments in the aggregate would not reasonably be expected to have a Materially Adverse Effect.

(f)   Legal Existence, etc . The Company will at all times preserve and keep in full force and effect its corporate existence. The Company will at all times preserve and keep in full force and effect the legal existence of each of its Subsidiaries (unless merged into the Company or a Subsidiary) and all rights and franchises of the Company and its Subsidiaries unless, in the good faith judgment of the Company, the termination of or failure to preserve and keep in full force and effect such corporate existence, right or franchise would not, individually or in the aggregate, have a Materially Adverse Effect.

(g)   Transactions with Affiliates . The Company will not and will not permit any Subsidiary to enter into directly or indirectly any material transaction or material group of related transactions (including without limitation the purchase, lease, sale or exchange of properties of any kind or the rendering of any service) with any affiliate (other than the Company or another Subsidiary), except pursuant to the reasonable requirements of the Company’s or such Subsidiary’s business and upon fair and reasonable terms no less favorable to the Company or such Subsidiary than would be obtainable in a comparable arm’s-length transaction with a Person not an affiliate.

(h)   Merger, Consolidation, etc . The Company will not consolidate with or merge with any other Person or convey, transfer or lease substantially all of its assets in a single transaction or series of transactions to any Person unless:

(i)   the successor formed by such consolidation or the survivor of such merger or the Person that acquires by conveyance, transfer or lease substantially all of the assets of the Company as an entirety, as the case may be, is a solvent corporation organized and existing under the laws of the United States or any State thereof (including the District of Columbia), and, if the Company is not such corporation, such successor executes and delivers to Purchaser its assumption of the due and punctual performance and observance of each covenant and condition of the Note Documents; and

(ii)   immediately after giving effect to such transaction, no Default or Event of Default occurs or continues.

No such conveyance, transfer or lease of substantially all of the assets of the Company will have the effect of releasing the Company or any such successor.

(i)   Liens . The Company shall not grant or permit to exist (voluntarily or involuntarily) any Liens on any assets of any Issuer Party other than Permitted Liens.

(j)   Debt . The Company shall not, and shall not permit any other Issuer Party to, incur Debt other than:

(i)   the Note;

(ii)   Debt in existence on the date hereof;

(iii)   capitalized lease obligations and other Debt secured by Liens permitted by clause (iii) of the definition of “Permitted Liens” not to exceed ninety percent of the value of the assets acquired with the proceeds thereof.

(iv)   Debt of any Issuer Party to any other Issuer Party.

(v)   Debt incurred or issued by the Company which is subordinate to the Note in a manner acceptable to the Purchaser in its reasonable discretion.

3.    Representations and Warranties of the Company . The Company represents and warrants to the Purchaser that:

(a)   Existence and Power . Each Issuer Party (i) is a legal entity duly organized, validly existing and in good standing under the laws of its jurisdiction of organization, (ii) is duly qualified to do business in each additional jurisdiction where the failure to so qualify would have a Material Adverse Effect, and (iii) has all requisite corporate power to own its properties and to carry on its businesses as now being conducted and as proposed to be conducted. The Company has all requisite corporate power to execute, deliver and perform its Obligations under the Note Documents.

(b)   Binding Effect . This Agreement and each of the other Note Documents to which the Company is a party have been duly executed and delivered by the Company and are, and the Note when issued, executed and delivered as contemplated herein will be, the legal, valid and binding obligations of the Company, in each case enforceable against the Company in accordance with their respective terms, except to the extent that such enforcement may be limited by applicable bankruptcy, insolvency and other similar laws affecting creditors’ rights generally and by general principles of equity.

(c)   Liens and Security Interests . The security interests now or hereafter created pursuant to the Security Agreements constitute and will constitute legal, valid and (assuming that all actions shall have been taken in respect of the perfection of such Liens and security interests contemplated by this Agreement and the Security Agreements) perfected first priority Liens and security interests in all of the Collateral purported to be covered thereby, subject to no Liens.

(d)   No Conflicts with Agreements, Etc . Neither the execution and delivery by the Company of this Agreement or any of the other Note Documents to which it is a party, nor the offering, issuance or sale of the Note or the Warrants nor the fulfillment of or compliance with the terms and provisions hereof or thereof, will conflict with, or result in a breach or violation of the terms, conditions or provisions of, or constitute a default under, or result in the creation of any Lien (other than Liens created pursuant to the Security Agreements) on any properties or assets of the Company pursuant to, the Organizational Documents of the Company, or any contract, agreement, mortgage, indenture, lease or instrument to which it is a party or by which it is bound or to which its assets are subject, or any Requirement of Law to which it or its assets are subject, which conflict, breach, violation, default or Lien could reasonably be expected to have a Material Adverse Effect.

(e)   Consents, Etc . Except for the consent of the holders of the Company’s Series A Preferred Stock under the Company’s Amended and Restated Certificate of Designation, Powers, Preferences and Rights of Series A Preferred Stock, a true and correct copy of which has been delivered to Purchaser, no consent, approval or authorization of or declaration, registration or filing with any Governmental Authority or any nongovernmental Person, including any creditor or stockholder of the Company, is required in connection with the execution or delivery by the Company of this Agreement or the other Note Documents to which the Company is a party, or the performance by the Company of its Obligations hereunder and thereunder, or as a condition to the legality, validity or enforceability of this Agreement or any other Note Document.

(f)   Material Contracts . No Issuer Party is in breach or violation of any of the terms, conditions or provisions of any of its material contracts, and to the best knowledge of the Company no third party to any of such material contracts is in breach or violation of any of the terms, conditions or provisions thereof, which breach could reasonably be expected to have a Material Adverse Effect. No Issuer Party has transferred or subordinated any of its rights or interests in any of its material contracts, and such rights and interests are subject to no Liens except Permitted Liens.

(g)   Litigation .

(i) There are no actions, suits, or proceedings pending, or, to the Company’s knowledge, threatened against or affecting any Issuer Party, or any properties or rights of any Issuer Party which, if adversely determined, individually or in the aggregate would have a Material Adverse Effect.

(ii)   There are no actions, suits or proceedings pending, or, to the Company’s knowledge, threatened in writing against the Company which seek to enjoin, or otherwise prevent the consummation of, the transactions contemplated herein or to recover any damages or obtain any relief as a result of any of the transactions contemplated herein in any court or before any arbitrator of any kind or before or by any Governmental Authority.

(h)   Compliance With Laws; No Default .

(i)   To the Company’s knowledge, no Issuer Party is now, nor will be after or as a result of giving effect to the transactions contemplated herein, in default under or in violation of any Order of any court, arbitrator or Governmental Authority or of any federal, state, local or foreign Requirement of Law, which default or violation could reasonably be expected to have a Material Adverse Effect.

(ii)   No Issuer Party is in default under or with respect to any provision of any security issued by any such Person, of any of its Organizational Documents, or of any agreement, undertaking, contract, indenture, mortgage, deed of trust or other instrument, document or agreement to which any such Person is a party or by which it or any of its property is bound which, individually or together with all such defaults, could reasonably be expected to have a Material Adverse Effect.

(i)   Possession of Franchises, Licenses, Etc . Each Issuer Party possesses all material franchises, certificates, licenses, permits, registrations, and other authorizations from Governmental Authorities and third parties, that are necessary for the ownership, maintenance and operation of its properties and assets, and for the conduct of its businesses as now conducted, and no Issuer Party is in violation of any thereof in any material respect.

(j)   Intellectual Property .

(i)   Each Issuer Party owns all right, title and interest in and to, or has valid and enforceable Licenses to use, all of the Intellectual Property used by it in connection with its business as presently conducted (the “ Intellectual Property ”), which, to the Knowledge of the Company, represents all intellectual property rights necessary to the conduct of the business of such Issuer Party as now conducted and as presently contemplated to be conducted. Each Issuer Party is in compliance with the material contractual obligations relating to the protection of such of the Intellectual Property as it uses pursuant to Licenses. To the Knowledge of the Company, there are no conflicts with or infringements by any third party of any Intellectual Property, and the conduct of the business of each Issuer Party as currently conducted or as currently contemplated to be conducted does not and will not conflict with or infringe any proprietary right of any third party. There is no material claim, suit, action or proceeding pending or, to the knowledge of the Company, threatened against any Issuer Party: (i) alleging any such conflict or infringement with any third party’s proprietary rights; or (ii) challenging the ownership or use by any Issuer Party, or the validity or enforceability of, any Intellectual Property.

(ii)   To the Company’s Knowledge, no Issuer Party will be, as a result of the execution and delivery of this Agreement or the performance of its obligations under this Agreement, in breach of any license, sublicense, or other agreement relating to the Intellectual Property.

(k)   Broker’s or Finder’s Commissions . Except for a commission payable to Calyon Securities (USA) Inc., no broker’s or finde