SECURITY AGREEMENT

SECURITY AGREEMENT

This SECURITY AGREEMENT, dated as of July 15, 2009 (" Agreement "), is executed by Stratos Renewables Corporation, a Nevada corporation (the “ Company ”) and each of its wholly-owned subsidiaries party hereto (each a “ Subsidiary Grantor ” and together with the Company, the “ Grantors ” and each a “ Grantor ”) in favor of I2BF Biodiesel Ltd., an exempt private company limited by shares formed and existing under the laws of the British Virgin Islands (the “ Collateral Agent ”), for its own benefit and on behalf of each Investor (defined below).

RECITALS

A.           The Company is entering into a Note Purchase Agreement, dated as of the date hereof (such agreement, as it may hereafter be amended or modified from time to time, the " Purchase Agreement ") pursuant to which the Company is selling and the investors party thereto (the “ Investors ” and each an “ Investor ”) are purchasing secured promissory notes (collectively the “ Notes ” and each a “ Note ”).

B.           Each Subsidiary Grantor is a wholly-owned subsidiary of Company and will receive substantial direct and indirect benefit from the proceeds of the sale of the Notes.

C.           It is a condition precedent to the extension of credit by the Investors under the Notes that each Grantor shall have executed and delivered this Agreement and shall have granted a security interest in the Collateral to the Collateral Agent in accordance herewith to secure their obligations under the Notes and the Transaction Documents.

AGREEMENT

NOW, THEREFORE, in order to induce the Investors to enter into the Purchase Agreement and to purchase the Notes and for other good and valuable consideration, the receipt and adequacy of which hereby is acknowledged, each Grantor hereby agrees as follows:

1.             Definitions .   Unless the context otherwise requires, terms defined in the Note and not otherwise defined herein have the same respective meanings when used herein and terms defined in the Uniform Commercial Code of the State of California (the " UCC ") and not otherwise defined in this Agreement or in the Note shall have the meanings defined for those terms in the UCC.  In addition, the following terms shall have the meanings respectively set forth after each:

" Certificates " means all certificates now or hereafter representing or evidencing any Pledged Securities, Pledged Partnership Interests, or Pledged Limited Liability Company Interests.

" Collateral " means and includes all right, title and interest in or to any and all of the following assets and properties of each Grantor, wherever located, and now owned or hereafter acquired:

(a)        All Accounts;

(b)        All Chattel Paper;

(c)        All Commercial Tort Claims listed on Schedule 1-A .

(d)        All Deposit Accounts and cash;

(e)        All Documents;

(f)         All Equipment;

(g)        All General Intangibles;

(h)        All Goods;

(i)         All Instruments;

(j)         All Intellectual Property;

(k)        All Inventory;

(l)         All Investment Property;

(m)       All Letter-of-Credit rights;

(n)        To the extent not otherwise included, all Proceeds and products of any and all of the foregoing, and all accessions to, substitutions and replacements for, and rents and profits of each of the foregoing.

Notwithstanding the foregoing, the Collateral shall not be deemed to include, whether now owned or hereafter acquired, more than sixty-five percent (65%) of the presently existing and hereafter arising issued and outstanding shares of capital stock owned by Borrower of any Subsidiary not organized in the United States or any state thereof which shares entitle the holder thereof to vote for directors.

" Controlled " means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise.

" Copyright " means all copyrights, whether or not published or registered under the Copyright Act of 1976, 17 U.S.C. Section 101 et seq., as the same shall be amended from time to time and any predecessor or successor statute thereto (the “ Copyright Act ”), and applications for registration of copyrights, and all works of authorship and other intellectual property rights therein, including without limitation, copyrights for computer programs, source code and object code databases and related materials and documentation and including without limitation, the registered copyrights and copyright applications listed on Schedule 1-D attached hereto, and (i) all renewals, revisions, derivative works, enhancements, modifications, updates, new releases and other revisions thereof, (ii) all income, royalties, damages and payments now and hereafter due and/or payable with respect thereto, including without limitation, payments under all licenses entered into in connection therewith and damages and payments for past or future infringements thereof, (iii) the right to sue for past, present and future infringements thereof and (iv) all of such Grantor’s rights corresponding thereto throughout the world.

“ Default ” means an event, condition, or default that, with the giving of notice, the passage of time, or both, would be an Event of Default.

“ Event of Default ” has the meaning given to that term in the Notes.

" Governmental Authority " means the government of the United States, any other nation or any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government.

“ Intellectual Property ” means all intellectual and similar property of every kind and nature now owned or hereafter acquired by any Grantor, including inventions, designs, Patents, Copyrights, Trademarks, trade secrets, domain names, confidential or proprietary technical and business information, know-how, methods, processes, drawings, specifications or other data or information and all memoranda, notes and records with respect to any research and development, software and databases and all embodiments or fixations thereof whether in tangible or intangible form or contained on magnetic media readable by machine together with all such magnetic media and related documentation, registrations and franchises, and all additions, improvements and accessions to, and books and records describing or used in connection with, any of the foregoing and any claims for damages by way of any past, present or future infringement of any of the foregoing.

" Liens " means, with respect to any property, any security interest, mortgage, pledge, lien, claim, charge or other encumbrance in, of, or on such property or the income therefrom, including, without limitation, the interest of a vendor or lessor under a conditional sale agreement, capital lease or other title retention agreement, or any agreement to provide any of the foregoing.

" Obligations " means all loans, advances, debts, liabilities and obligations, howsoever arising, owed by Grantors to Collateral Agent and the Investors 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 the Notes and the other Transaction 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.

“ Patents ” means all (a) letters patent, design patents, utility patents, inventions and trade secrets, all patents and patent applications in the United States Patent and Trademark Office, and interests under patent license agreements, including without limitation, the inventions and improvements described and claimed therein, including without limitation, those Patents listed on Schedule 1-D attached hereto, (b) income, royalties, damages and payments now and hereafter due and /or payable under and with respect thereto, including without limitation, damages and payments for past, present or future infringements, (c) rights to sue for past, present and future infringements thereof, (d) rights corresponding thereto throughout the world in all jurisdictions in which such patents have been issued or applied for and (e) the reissues, divisions, continuations, renewals, extensions and continuations-in-part of any of the foregoing.

" Permitted Liens " means (a) Liens in favor of the Collateral Agent and the Investors, (b)Liens for taxes not yet delinquent or Liens for taxes being contested in good faith and by appropriate proceedings for which adequate reserves have been established, (c) Liens in respect of property or assets imposed by law which were incurred in the ordinary course of business, such as carriers’, warehousemen’s, materialmen’s and mechanics’ Liens and other similar Liens arising in the ordinary course of business which are not delinquent or remain payable without penalty or which are being contested in good faith and by appropriate proceedings, (d) Liens incurred or deposits made in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other types of social security, and other Liens to secure the performance of tenders, statutory obligations, contract bids, government contracts, performance and return of money bonds and other similar obligations, incurred in the ordinary course of business, whether pursuant to statutory requirements, common law or consensual arrangements, (e) Liens upon any equipment to secure the purchase price of such equipment or indebtedness incurred solely for the purpose of financing the acquisition of such equipment, so long as such Lien extends only to the equipment financed, and any accessions, replacements, substitutions and proceeds (including insurance proceeds) thereof or thereto; (f) Liens arising from judgments, decrees or attachments in circumstances not constituting an Event of Default under Section 2(h) of the Note; (g) Liens in favor of customs and revenue authorities arising as a matter of law to secure payments of customs duties in connection with the importation of goods, (h) Liens which constitute rights of setoff of a customary nature or liens with respect to deposit or investment accounts provided that such liens only secure customary fees associated with such accounts and provided further that Collateral Agent and the Investors have a first priority perfected Lien with respect to all such accounts; (i) Liens on insurance proceeds in favor of insurance companies granted solely as security for financed premiums; (j) non-exclusive licenses granted in the ordinary course of business; and (k) Liens in favor of Whitebox Hedged High Yield Partners, LP.

" Person " has the meaning given to that term in the Notes.

" Pledged Collateral " means the Pledged Securities, the Pledged Partnership Interests and the Pledged Limited Liability Company Interests.

" Pledged Limited Liability Company Interests " means all limited liability company interests owned by each Grantor, including, but not limited to those limited liability company interests set forth in Schedule 1-C attached hereto, as such Schedule may be supplemented from time to time in accordance with the terms of this Agreement and all capital, limited liability company assets, dividends, cash, instruments and other properties from time to time received, to be received or otherwise distributed in respect of or in exchange for any or all of such interests and all certificates and instruments representing or evidencing such other property received, receivable or otherwise distributed in respect of or in exchange for any or all thereof.

" Pledged Partnership Interests " means all interests in any partnership or joint venture owned by each Grantor, including, but not limited to those partnership interests set forth in Schedule 1-C attached hereto, as such Schedule may be supplemented from time to time in accordance with the terms of this Agreement, and all dividends, cash, instruments and other properties from time to time received, to be received or otherwise distributed in respect of or in exchange for any or all of such interests.

" Pledged Securities " means all shares of capital stock of each issuer in which each Grantor owns an interest, including, but not limited to those shares of capital stock set forth in Schedule 1-C attached hereto, as such Schedule may be supplemented from time to time in accordance with the terms of this Agreement, and all dividends, cash, instruments and other properties from time to time received, to be received or otherwise distributed in respect of or in exchange for any or all of such shares.

“ Subsidiary ” shall mean with respect to any Person (a) any corporation of which more than 50% of the issued and outstanding equity securities having ordinary voting power to elect a majority of the board of directors of such corporation is at the time directly or indirectly owned or controlled by such Person, (b) any partnership, joint venture, or other association of which more than 50% of the equity interest having the power to vote, direct or control the management of such partnership, joint venture or other association is at the time directly or indirectly owned and controlled by such Person, (c) any other entity included in the financial statements of such Person on a consolidated basis.

“ Subsidiary Grantor ” any Grantor other than the Company.

“ Trademarks ” means all (a) trademarks, trademark registrations, trade names, trademark applications, service marks, business names, trade styles, designs, logos and other source or business identifiers, whether or not registrations have been issued or applied for in the United States Patent and Trademark Office or in any other office or with any other official anywhere in the world, including without limitation, trademark registrations and trademark applications listed on Schedule1-D attached hereto, (b) all income, royalties, damages and payments for past, present or future infringements thereof, (d) rights to sue for past, present and future infringements thereof and (e) renewals of any of the foregoing.

" Transaction Documents " has the meaning given to that term in the Notes.

2.             Creation of Security Interest .   Each Grantor, in order to secure its Obligations, does hereby grant and pledge to the Collateral Agent on behalf of the Investors, a security interest in and to, all right, title and interest of such Grantor in and to all presently existing and hereafter acquired Collateral.  The security interest and pledge created by this Section 2 shall continue in effect so long as any Obligation remains outstanding or the Investors have any obligation to purchase Notes under the Purchase Agreement.

(a)           Each Certificate shall be delivered to and held by the Collateral Agent and shall be in suitable form for transfer by delivery, or shall be accompanied by duly executed undated endorsements, instruments of transfer or assignment in blank, all in form and substance reasonably satisfactory to the Collateral Agent.

(b)           The Collateral Agent shall have the right, upon the occurrence and during the continuance of an Event of Default, without notice to any of the Grantors, in connection with a commercially reasonable foreclosure sale, to transfer to, or to direct the applicable Grantor or any nominee of such Grantor to register or cause to be registered in the name of, the Collateral Agent or any of its nominees any or all of the Pledged Securities, Pledged Partnership Interests or Pledged Limited Liability Company Interests.  In addition, the Collateral Agent shall have the right at any time to exchange certificates or instruments representing or evidencing Pledged Securities for certificates or instruments of smaller or larger denominations.

(a)           At any time and from time to time at the request of the Collateral Agent, each Grantor shall execute and deliver to the Collateral Agent, at such Grantor's expense, all instruments, certificates and documents, including account control agreements, in form and substance reasonably satisfactory to the Collateral Agent, and perform all such other acts as shall be necessary or reasonably desirable to fully perfect or protect or maintain, when filed, recorded, delivered or performed, the Collateral Agent's security interests granted pursuant to this Agreement or to enable the Collateral Agent to exercise and enforce its rights and remedies hereunder with respect to any Collateral.  Without limiting the generality of the foregoing, each Grantor shall: (i) at the request of the Collateral Agent, mark conspicuously all chattel paper, instruments and other documents and each of its records pertaining to the Collateral with a legend, in form and substance satisfactory to the Collateral Agent, indicating that such document, contract, chattel paper, instrument or Collateral is subject to the security interest granted hereby, (ii) at the request of the Collateral Agent, if any Account or contract or other writing relating thereto shall be evidenced by a promissory note or other instrument, deliver and pledge to the the Collateral Agent, such note or other instrument duly endorsed and accompanied by duly executed undated instruments of transfer or assignment, all in form and substance reasonably satisfactory to the the Collateral Agent; and (iii) with respect to any agreement in which any Grantor now has or hereafter acquires an interest which by its terms prohibits assignment, upon the Collateral Agent’s request, such Grantor will use its best efforts to procure the consent to assignment of the counterpart party thereto.

(b)           At any time and from time to time, the Collateral Agent shall be entitled to file and/or record any or all such financing statements, instruments and documents held by it, and any or all such further financing statements, documents and instruments, relative to the Collateral or any part thereof in each instance, and to take all such other actions as the Collateral Agent may reasonably deem appropriate to perfect and to maintain perfected the security interests granted herein.

(c)           With respect to any Collateral consisting of securities, instruments, partnership or joint venture interests, limited liability company interests, or the like, each Grantor hereby consents and agrees that, upon the occurrence and during the continuance of an Event of Default, the issuers of, or obligors on, any such Collateral, or any registrar or transfer agent or trustee for any such Collateral, shall be entitled to accept the provisions of this Agreement as conclusive evidence of the right of the Collateral Agent to effect any transfer or exercise any right hereunder or with respect to any such Collateral subject to the terms hereof, notwithstanding any other notice or direction to the contrary heretofore or hereafter given by any Grantor or any other Person to such issuers or such obligors or to any such registrar or transfer agent or trustee.

5.             Voting Rights; Dividends; etc.   So long as no Event of Default shall have occurred and be continuing:

(a)            Voting Rights .  Each Grantor shall be entitled to exercise any and all voting and other consensual rights pertaining to its Pledged Collateral, or any part thereof, for any purpose not inconsistent with the terms of this Agreement or the Transaction Documents; provided , however , that each Grantor shall not exercise, or shall refrain from exercising, any such right if it would result in a Default or an Event of Default.

(b)            Dividend and Distribution Rights .  Subject to the terms of the Transaction Documents, each Grantor shall be entitled to receive and to retain and use any and all dividends or distributions paid in respect of its Pledged Collateral; provided, however , that any and all:

(i)           non-cash dividends or distributions in the form of capital stock, certificated limited liability company interests, instruments or other property received, receivable or otherwise distributed in respect of, or in exchange for, any Pledged Collateral,

(ii)          dividends and other distributions paid or payable in cash in respect of any Pledged Collateral in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in-surplus, and

(iii)         cash paid, payable or otherwise distributed in redemption of, or in exchange for, any Pledged Collateral,

shall, except as otherwise provided for in the Transaction Documents, forthwith be delivered to the Collateral Agent, in the case of paragraph (i) above, to be held as Collateral and shall, if received by such Grantor, be received in trust for the benefit of the Collateral Agent, be segregated from the other property of such Grantor and forthwith be delivered to the Collateral Agent as Collateral in the same form as so received (with any necessary endorsements), and in the case of paragraph (ii) and paragraph (iii) above, to be applied to the Obligations to the extent permitted by the Transaction Documents or otherwise to be held as Collateral.

6.             Rights as to Pledged Collateral During Event of Default .   When an Event of Default has occurred and is continuing:

(a)            Voting, Dividend and Distribution Rights .  At the option of the Collateral Agent, all rights of each Grantor to exercise the voting and other consensual rights which it would otherwise be entitled to exercise pursuant to Section 5(a) above, and to receive the dividends and distributions which it would otherwise be authorized to receive and retain pursuant to Section 5(b) above, shall cease, and all such rights shall thereupon become vested in the Collateral Agent who shall thereupon have the sole right to exercise such voting and other consensual rights and to receive and such dividends and distributions during the continuance of such Event of Default to be applied to the Obligations or otherwise to be held as Collateral.

(b)            Dividends and Distributions Held in Trust .  All dividends and other distributions which are received by any Grantor contrary to the provisions of Section 6(a) of this Agreement shall be received in trust for the benefit of the Collateral Agent, shall be segregated from other funds of such Grantor and forthwith shall be paid over to the Collateral Agent as Collateral in the same form as so received (with any necessary endorsements).

7.             Irrevocable Proxy .   Each Grantor hereby revokes all previous proxies with regard to its Pledged Collateral and appoints the Collateral Agent as its respective proxyholder to (a) attend and vote at any and all meetings of the shareholders of the corporation(s) which issued the Pledged Securities, and any adjournments thereof, held on or after the date of the giving of this proxy and prior to the termination of this proxy and to execute any and all written consents of shareholders of such corporation(s) executed on or after the date of the giving of this proxy and prior to the termination of this proxy, with the same effect as if such Grantor had personally attended the meetings or had personally voted its shares or had personally signed the written consents, waivers or ratification, and (b) to attend and vote at any and all meetings of the members of the issuer of any Pledged Limited Liability Company Interests or partners of the issuer of any Pledged Partnership Interests (whether or not such Pledged Limited Liability Company Interests or Pledged Partnership Interests are transferred into the name of the Collateral Agent), and any adjournments thereof, held on or after the date of the giving of this proxy and to execute any and all written consents,