UNSECURED CONVERTIBLE PROMISSORY NOTE AND WARRANT PURCHASE AGREEMENT

THIS UNSECURED CONVERTIBLE PROMISSORY NOTE AND WARRANT PURCHASE AGREEMENT (this “ Agreement ”) is made as of _________, 2008, by and among Stratos Renewables Corporation, a Nevada corporation (the “ Company ”), and the person or entity listed on the schedule of purchasers attached hereto as Schedule I (the “ Purchaser ”).

A.   On the terms and subject to the conditions set forth herein, the Purchaser is willing to purchase from the Company, and the Company is willing to sell to such Purchaser, an unsecured convertible promissory note in the principal amount of $____________, and warrants to acquire up to _____________ shares of Company common stock (“ Common Stock ”).

B.   Capitalized terms not defined when first used shall have the meaning provided in Exhibit A .

NOW THEREFORE , in consideration of the foregoing, and the representations, warranties, and conditions set forth below, the parties hereto, intending to be legally bound, hereby agree as follows:

(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 an unsecured 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 the number of shares of Common Stock, set forth opposite the Purchaser’s name on Schedule I hereto, in the form attached hereto as Exhibit C (the “ Warrants ”).

(b)   Delivery . The sale and purchase of the Note and Warrants shall take place at a closing (the “ Closing ”) to be held on ___________, 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, and the Purchaser shall deliver the principal amount of the Note to the Company for purchase of the Note and the Warrants. 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 a Note may from time to time direct in writing.

(d)   Monitoring Fee . The Company will pay to the Holder a monitoring fee at the Maturity Date in an amount equal to 5% of the original principal amount of the Note in cash.

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

(a) Corporate Existence and Power . The Company (a) is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation, (b) is duly qualified to do business in each additional jurisdiction where the failure to so qualify would have a Material Adverse Effect, and (c) has all requisite corporate power to own its respective properties and to carry on its respective 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) 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 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 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. 

(d) Consents, Etc . To the Company’s Knowledge, 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, 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.

(e) Material Contracts . The Company is not 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. The Company has not 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.

(f)   Litigation .

(i) There are no actions, suits, or proceedings pending, or, to the Company’s knowledge, threatened against or affecting the Company, its Subsidiary, or any properties or rights of any of them 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.

(g)   Compliance With Laws; No Default .

(i) To the Company’s knowledge, the Company is not now, or 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) To the Company’s knowledge, the Company is not in default under or with respect to any provision of any security issued by any such Person, of any of their respective 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.

(h) Possession of Franchises, Licenses, Etc . To the Company’s knowledge, the Company possess all material franchises, certificates, licenses, permits, registrations, and other authorizations from Governmental Authorities, that are necessary for the ownership, maintenance and operation of their respective properties and assets, and for the conduct of its businesses as now conducted, and the Company is not in violation of any thereof in any material respect.

(i)   Broker's or Finder's Commissions . No broker's or finder's fee or commission will be payable by the Company with respect to the issuance and sale of the Note.

(j)   Disclosure . Neither this Agreement nor any other document, certificate or statement furnished to the Purchaser by or on behalf of the Company in connection herewith, contained, as of its respective date, or now contains, any untrue statement of a material fact or as of any such date omitted, or now omits, to state a material fact necessary in order to make the statements contained herein and therein not misleading.  

3.   Representations and Warranties of the Purchaser . The Purchaser, represents and warrants to the Company as follows:

(a)   Binding Obligation . Such Purchaser has full legal capacity, power and authority to execute and deliver this Agreement and to perform its obligations hereunder. This Agreement is a valid and binding obligation of the Purchaser, enforceable in accordance with its terms, except as limited by bankruptcy, insolvency or other laws of general application relating to or affecting the enforcement of creditors’ rights generally and general principles of equity.

(b)   Securities Law Compliance . Such Purchaser has been advised that the Note has not been registered under the Securities Act, or any state securities laws and, therefore, cannot be resold unless it is registered under the Securities Act and applicable state securities laws or unless an exemption from such registration requirements is available. Such Purchaser is aware that the Company is under no obligation to effect any such registration with respect to the resale of the Note or to file for, or comply with any exemption from registration for such purpose. Such Purchaser has not been formed solely for the purpose of making this investment and is purchasing the Note to be acquired by such Purchaser hereunder for its own account for investment, not as a nominee or agent, and not with a view to, or for resale in connection with, the distribution thereof. Such Purchaser has such knowledge and experience in financial and business matters that such Purchaser is capable of evaluating the merits and risks of such investment, is able to incur a complete loss of such investment and is able to bear the economic risk of such investment for an indefinite period of time. Such Purchaser is an accredited investor as such term is defined in Rule 501 of Regulation D under the Securities Act.

(c)   Access to Information . Such Purchaser acknowledges that the Company has given such Purchaser access to the corporate records and accounts of the Company and to all information in its possession relating to the Company, has made its officers and representatives available for interview by such Purchaser, and has furnished such Purchaser with all documents and other information required for such Purchaser to make an informed decision with respect to the purchase of the Note.

4.   Conditions to Closing of the Purchaser . The Purchaser’s obligations at the Closing are subject to the fulfillment, on or prior to the Closing Date, of all of the following conditions, any of which may be waived in whole or in part by the Purchaser:

(a)   Representations and Warranties . The repr