**EXECUTIVE
          EMPLOYMENT AGREEMENT**
  This
          Executive Employment Agreement (“Agreement”) is entered into as of May 16, 2008
          (“Effective Date”) by and between Steven Magami, an individual (“Executive”),
          and Stratos Renewables Corporation, a Nevada corporation (“Company”). Company
          and Executive are each a “Party” to this Agreement and are sometimes
          collectively referred to as “Parties.”
  In
          consideration of the mutual covenants and agreements contained in this
          Agreement, and for other good and valuable consideration, the receipt and
          sufficiency of which is hereby acknowledged, Company and Executive agree
          as
          follows:
  1.  Employment . **** Company
          employs Executive, and Executive agrees to be employed by Company, upon
          the
          terms and conditions set forth in this Agreement beginning on the Effective
          Date
          and continuing for two (2) years, until May 14, 2010, or such earlier date
          on
          which Executive’s employment is terminated under Section 4 of this Agreement
          (the “Term”). Thereafter, this Agreement shall automatically be renewed and the
          Term extended for additional consecutive terms of one (1) year (each a
“Renewal
          Term”), unless such renewal is objected to by either Company or Executive upon
          ninety (90) days written notice prior to the commencement of the next Renewal
          Term.
  2.  Duties .
  2.1.  Basic
          Duties . Executive
          agrees to serve as Chairman of Company and will have such other powers,
          duties
          and responsibilities as
          are
          set forth in the Bylaws of Company and as usually vested in his position as well as additional or different duties
          that
          Executive may be reasonably directed to perform by the Board of Directors
          of
          Company (“Board
          of Directors”) ,
          or their designees. Executive shall be subject to Company policies, procedures
          and approval practices, as generally in effect from time-to-time.
  2.2.  Time
          Devoted to Employment .
          Nothing
          in this Agreement shall prohibit Executive from providing services to any
          other
          entity, except that while Executive is providing services to Company under
          this
          Agreement, Executive will perform his duties and responsibilities
          faithfully, diligently and to the best of his ability, in compliance with
          all
          applicable laws and Company’s policies and procedures.
  2.3.  No
          Conflicting Agreements .
          Executive represents and warrants that his performance of his duties under
          this
          Agreement does not and will not breach any other agreement, including any
          confidentiality and non-disclosure agreements with prior employers or other
          persons. Executive represents and warrants that he has not entered into,
          and
          will not enter into, any agreement, either written or oral, in conflict
          with
          this Agreement. Executive represents and warrants that he has disclosed
          to
          Company any actual or potential conflicts.
  2.4.  Duty
          of Loyalty .
          Executive acknowledges and agrees that Executive owes a fiduciary duty
          of
          loyalty, fidelity and allegiance to act at all times in the best interests
          of
          Company and to do no act which would intentionally injure Company's business,
          its interests, or its reputation. Executive understands that it is Company’s
          policy to conduct its business according to the highest ethical and legal
          standards and agrees to uphold those standards of business conduct and
          ethical
          principles, and comply with all applicable laws and regulations and Company’s
          policies.
  
  2.5.  Place
          of Performance .
          Executive shall be based at Company’s offices located at 9440 Santa Monica
          Blvd., Suite 401, Beverly Hills, CA 90210, except for required travel on
          Company’s business from time-to-time.
  3.  Compensation
          and Method of Payment .
  3.1.  Total
          Compensation .
          As
          compensation under this Agreement, Company will pay and Executive will
          accept
          the following:
  3.1.1.  For
          each
          year of this Agreement, measured from the Effective Date, base compensation
          (“Base Salary”) of Two Hundred Fifty Thousand Dollars ($250,000); provided,
          however, that Company will review Executive’s Base Salary and may in its sole
          discretion increase Executive’s Base Salary, subject to the approval of the
          Board of Directors.
  3.1.2.  Company
          will pay Executive a bonus in an amount to be determined for each Fifty
          Million
          Dollars ($50,000,000) of capital raised by Company during the Term. All
          capital
          raised by Company after November 14, 2007 shall be included for purposes
          of
          calculating bonuses under this Section 3.1.2.
  3.1.3.  During
          the Term, Executive is eligible for incentive bonuses which may be awarded
          by
          Company, with the approval of the Compensation Committee of the Board of
          Directors, in its sole discretion.
  3.1.4.  Company
          will reimburse Executive for all reasonable travel, entertainment and other
          expenses incurred or paid by Executive in connection with the performance
          of
          Executive’s duties, responsibilities or services under this Agreement, upon
          presentation by Executive of documentation as Company may request and in
          accordance with any applicable policies adopted by Company.
  3.1.5.  Executive
          will be entitled to participate in employee fringe benefit, health insurance,
          life insurance, and other programs which Company may adopt from time-to-time
          for
          executives of Company. Participation will be in accordance with any plans
          and
          any applicable policies adopted by Company. Executive will be entitled
          to
          vacations in accordance with Company policy in effect from time-to-time
          and
          subject to applicable state law.
  3.2.  Reservation
          of Rights .
          Notwithstanding any other provision of this Agreement, Company reserves
          the
          right to modify, suspend or discontinue any and all benefit plans, practices,
          policies and programs at any time whether before or after termination of
          employment without advance notice to or recourse by Executive.
  3.3.  Payment
          of Compensation .
          Company
          will pay Executive’s Base Salary in accordance with the normal payroll cycle of
          Company as established from time-to-time, subject to applicable taxes,
          withholding and other required, usual or elected employee
          deductions.
  2
  4.  Termination
          of Agreement .
          This
          Agreement and all obligations under this Agreement (except those obligations
          which expressly survive the termination of this Agreement) will terminate
          upon
          the earliest to occur of any of the following:
  4.1.  By
          Expiration .
          This
          Agreement and the employment of Executive will terminate at the expiration
          of
          the Term or any Renewal Term.
  4.2.  Termination
          for Cause by Company .
          Company
          may terminate Executive at any time if it
          believes in good faith that it has Cause (as defined below) to terminate
          Executive. “Cause” shall include, but not be limited to:
  4.2.1.  Executive’s
          gross negligence and/or willful misconduct with respect to Company and/or
          its
          subsidiaries and affiliates, and/or their predecessors and
          successors;
  4.2.2.  Executive’s
          refusal to follow Company’s lawful directions or substantial and repeated
          failure to perform Executive’s duties; *provided* ,
          that
          with respect to any violation of this Section 4.2.2 that is subject to
          cure,
          Executive will have the right, within thirty (30) calendar days after receipt
          of
          written notice from Company, to cure such event or circumstance giving
          rise to
          the violation, in the event of which such event or circumstance shall be
          deemed
          to not constitute Cause;
  4.2.3.  Executive’s
          commission of a felony;
  4.2.4.  Executive’s acts
          or
          omissions which constitute discriminatory, harassing or retaliatory conduct,
          theft, fraud, dishonesty, including Executive’s violation of the restrictive
          covenants in Section 5 of this Agreement; or
  4.2.5.  Executive
          shall have been repeatedly or habitually intoxicated or under the influence
          of
          drugs while on the premises of Company or while performing any of his duties
          or
          obligations.
  4.3.  Resignation
          by Executive .
          Executive has the right to resign Executive’s engagement for Good Reason upon
          ninety (90) calendar days’ prior written notice to Company (the “Resignation
          Notice”). On Executive’s last day of the engagement, concurrently with his
          resignation, Company will deliver a general release form to Executive.
          If
          Executive executes and delivers the general release form to Company within
          thirty (30) calendar days after Executive’s receipt thereof and does not revoke
          such general release form pursuant to any applicable revocation periods,
          then
          Company will pay Executive Special Severance Pay as defined in this Agreement
          within ten (10) business days after the date of Executive’s execution and
          delivery of such release and the expiration of any revocation period. If
          Executive purports to resign without Good Reason and fails to render services
          under this Agreement, such act and such failure shall be a material breach
          of
          this Agreement and Company shall be entitled to terminate Executive for
          Cause.
“Good Reason” means that, without Executive’s written consent, one or more of
          the following events occurred after Executive’s execution of this
          Agreement:
  4.3.1.  Demotion.
          A material adverse change in Executive’s status, title, position or reporting
          responsibilities.
  3
  4.3.2.  Pay
          Cut.
          Executive’s annual Base Salary is reduced.
  4.3.3.  Relocation.
          Executive’s principal office is transferred to another location which is outside
          a fifty (50) mile radius from the City of Los Angeles, California.
  However,
          an event that is or would constitute Good Reason shall cease to be Good
          Reason
          if: (a) Executive does not deliver the Resignation Notice stating Good
          Reason to
          Company within thirty (30) calendar days after the event occurs; (b) Company
          reverses the action or cures the default that constitutes Good Reason within
          thirty (30) calendar days after Executive delivers the Resignation Notice
          to
          Company; or (c) Executive was a primary instigator of the Good Reason event
          and
          the circumstances make it inappropriate in good faith for Executive to
          receive
          Good Reason resignation benefits under this Agreement.
  4.4.  Termination
          For Disability, Death or a Reason Other Than For Cause.
  4.4.1.  Executive’s
          employment will terminate immediately upon the death of Executive.
  4.4.2.  Except
          as
          prohibited by applicable law, Company may terminate Executive’s employment on
          account of Disability. “Disability” means a physical or mental illness, injury,
          or condition that prevents Executive from performing substantially all
          of
          Executive’s duties under this Agreement for at least ninety (90) consecutive
          calendar days or for at least one hundred twenty (120) calendar days, whether
          or
          not consecutive, in any three hundred and sixty-five (365) calendar day
          period,
          as certified by a physician selected by the Board of Directors in good
          faith.
  4.4.3.  Company
          may terminate Executive’s employment without cause or for any reason and without
          advance notice, subject to Section 4.5.3.
  4.5.  Effect
          of Termination .
  4.5.1.  Termination
          due to Expiration of Term or Renewal Term .
          If
          Executive’s employment is terminated due to the expiration of the Term or any
          Renewal Term pursuant to Section 4.1, Company will pay Executive accrued
          compensation and benefits due to Executive under Section 3 through the
          last day
          of Executive’s employment (“ Accrued
          Benefits ”).
          Except to the extent required by law, all other obligations and liabilities
          of
          Company shall terminate as of the effective date of any such
          termination.
  4.5.2.  Termination
          by Company for Cause .
          In the
          event that Executive’s employment is terminated by Company for “Cause” pursuant
          to Section 4.2, Company will pay Executive Accrued Benefits required to
          be paid
          at termination by law. Except to the extent required by law, all other
          obligations and liabilities of Company shall terminate as of the effective
          date
          of any such termination.
  4.5.3.  Termination
          by Company Without Cause, by Executive for Good Reason, or Termination
          Upon
          Death or Disability of Executive .
          If
          Executive (a) dies, (b) is terminated by Company for Disability or (c)
          is
          terminated by Company for a reason other than for Cause, then Company will
          pay
          Accrued Benefits to Executive or his personal representative or estate.
          In
          addition, Company will deliver a general release form to Executive or his
          personal representative or estate promptly after such death or termination.
          If
          Executive or his personal representative or estate executes and delivers
          the
          general release form to Company within thirty (30) calendar days after
          Executive’s (or his personal representative’s or estate’s) receipt and does not
          revoke such general release form pursuant to any applicable revocation
          periods,
          then Company shall make one (1) lump sum payment, within ten (10) business
          days,
          of the greater of (i) one (1) full year of Base Salary plus any accrued
          unpaid
          bonuses and (ii) Base Salary for the remainder of the Term plus any accrued
          unpaid bonuses (the “Special Severance Payment”). Except to the extent required
          by law, all other obligations and liabilities of Company shall terminate
          as of
          the date of termination.
  4
  4.5.4.  Resignation
          as Board Member or Officer .
          Immediately upon the termination of Executive’s employment with Company,
          Executive will tender a written notice of Executive’s resignation from any and
          all offices of Company and all subsidiaries, affiliates or clients in which
          Executive represents Company in the capacity of an officer or director.
          Notwithstanding any failure by Executive to provide Company with such written
          notice of resignation within three (3) days after the date of the termination
          of
          Executive’s employment with Company, Executive hereby authorizes and directs the
          Board of Directors to accept Executive’s resignation from all said positions
          effective as of the date of termination of Executive’s employment.
  5.  Property
          Rights and Obligations of Executive .
  5.1.  Confidential
          Information .
          For
          purposes of this Agreement, “Confidential Information” includes any and all
          financial, cost and pricing information and any and all information regarding
          Company’s customers, potential customers, suppliers, partners, service
          providers, brokers, marketing plans, advertising, contracts, potential
          contracts, strategies, forecasts, pricing, methods, practices, techniques,
          business plans and financial plans and information contained in any drawings,
          designs, plans, proposals, customer lists, records of any kind, data, formulas,
          specifications, concepts or ideas, where such information is reasonably
          related
          to the business of Company, has been divulged to or learned by Executive
          during
          the term of his employment by Company, and has not previously been publicly
          released by duly authorized representatives of Company or otherwise lawfully
          entered the public domain.
  5.2.  Preservation
          of Trade Secrets .
          Executive will preserve as confidential all Confidential Information pertaining
          to Company’s business that have been obtained or learned by reason of his
          employment. Executive will not, without the prior written consent of Company,
          either use for his own or for any other person’s benefit or purposes or disclose
          or permit disclosure to any third parties, either during the Term or thereafter
          (except as required in fulfilling the duties of his employment), any
          Confidential Information. Executive may only use Company’s trade names and
          trademarks in connection with Company’s products and services, in such manner
          and for such purposes as may be authorized by Company. Upon termination
          of this
          Agreement, Executive immediately will cease the use of such trade names
          and
          trademarks and eliminate them wherever they have been used or incorporated
          by
          Executive. Executive agrees to execute Company’s Confidential Information and
          Inventions Agreement. In addition, Executive agrees that he will not disclose
          to
          Company or induce Company to use any trade secrets belonging to any third
          party.
          Executive agrees that he will not disclose proprietary information belonging
          to
          a former employer or other entity without its written permission. Executive
          will
          indemnify and hold Company harmless from any liabilities, including defense
          costs, it may incur because Executive is alleged to have broken any of
          these
          promises or improperly revealed or used such proprietary information or
          to have
          threatened to do so, or if a former employer challenges Executive’s entering
          into this Agreement or rendering services pursuant to it.
  5
  5.3.  Property
          of Company .
          Executive agrees that all documents, reports, files, analyses, drawings,
          designs, tools, equipment, plans (including, without limitation, marketing
          and
          sales plans), proposals, customer lists, computer software or hardware,
          and
          similar materials that are made by him or come into his possession by reason
          of
          and during the term of his employment with Company are the property of
          Company
          and will not be used by his in any way adverse to Company’s interests. Executive
          will not allow any such documents or things, or any copies, reproductions
          or
          summaries to be delivered to or used by any third party without the specific
          consent of Company. Executive agrees to immediately deliver to Company,
          upon
          demand, and in any event upon the termination of Executive’s employment, all of
          such documents and things which are in Executive’s possession or under his
          control.
  5.4.  Inventions .
          Intellectual property (including such things as all ideas, concepts, inventions,
          plans, developments, software, data, configurations, materials (whether
          written
          or machine-readable), designs, drawings, illustrations, and photographs,
          that
          may be protectable, in whole or in part, under any patent, copyright, trademark,
          trade secret, or other intellectual property law), developed, created,
          conceived, made, or reduced to practice during Executive’s employment with
          Company (except intellectual property that has no relation to Company that
          Executive developed, etc., purely on Executive’s own time and at Executive’s own
          expense), shall be the sole and exclusive property of Company, and Executive
          hereby assigns all of Executive’s rights, title, and interest in any such
          intellectual property to Company. Company and Executive acknowledge that
          any
          provision in this Agreement requiring Executive to assign his rights in
          any
          intellectual property work product does not apply to: (i) an invention
          which was
          developed by Executive prior to the start of Executive’s employment with
          Company; and (ii) an invention which otherwise qualifies under the provisions
          of
          California Labor Code Section 2870. 1
  5.5.  Non-Solicitation
          and Non-Disparagement by Executive .
  5.5.1.  Non-Compete
          and Non-Solicitation of Customers .
          Executive acknowledges that in the course of his employment, he will learn
          about
          Company, its subsidiaries or any of its affiliates’ (collectively, the “Company
          Group”) business, services, materials, programs and products and the manner in
          which they are developed, marketed, served and provided. Executive knows
          and
          acknowledges that Company Group has invested considerable time and money
          in
          developing its programs, agreements, offices, representatives, services,
          products and marketing techniques and that they are unique and original.
          Executive further acknowledges that Company Group must keep secret all
          pertinent
          information divulged to Executive about Company Group business concepts,
          ideas,
          programs, plans and processes, so as not to aid Company Group’s competitors.
          Accordingly, Company Group is entitled to the following protection, which
          Executive agrees is reasonable: Executive agrees that during the Term and
          for a
          period of one (1) year following the termination of his employment, which
          period
          shall automatically be extended by a period of time equal to any period
          in which
          Executive is in breach of any obligations under Section 5 of this Agreement,
          Executive will not, on his own behalf or on behalf of any person, firm,
          partnership, association, corporation, or other business organization,
          entity or
          enterprise, use any Company Confidential Information to call on any of
          the
          customers of the Employer for the purpose of soliciting or inducing any
          of such
          clients to take away or to divert or direct their business to Executive
          or any
          other person or entity by or with which the Employee is employed, associated,
          affiliated or otherwise related **.**
  
 1  Section
            2870 provides: (a) Any provision in an employment agreement which provides
            that
            an employee shall assign, or offer to assign, any of his or her rights
            in an
            invention to his or her employer shall not apply to an invention that
            the
            employee developed entirely on his or her own time without using the
            employer's
            equipment, supplies, facilities, or trade secret information except for
            those
            inventions that either: (1) Relate at the time of conception or reduction
            to
            practice of the invention to the employer's business, or actual or demonstrably
            anticipated research or development of the employer; or (2) Result from
            any work
            performed by the employee for the employer. (b) To the extent a provision
            in an
            employment agreement purports to require an employee to assign an invention
            otherwise excluded from being required to be assigned under subdivision
            (a), the
            provision is against the public policy of this state and is
            unenforceable.
  6
  5.5.2.  Non-Solicitation
          of Employees .
          During
          the Term, and for one (1) year following the date of termination for any
          reason,
          which period shall automatically be extended by a period of time equal
          to any
          period in which Executive is in breach of any obligations under Section
          5 of
          this Agreement, Executive shall not solicit, hire or attempt to hire any
          employee of Company or any person who was an employee of Company at any
          time
          during the six (6) months immediately prior to the termination date of
          Employee’s employment, assist in such hiring by any other Person, encourage any
          such employee to terminate his or her relationship with Company.
  5.5.3.  Promise
          to Discuss Proposed Actions in Advance .
          To
          prevent the inevitable use or disclosure of Confidential Information, Executive
          promises that, before Executive discloses or uses Confidential Information
          and
          before Executive commences employment, solicitations, or any other activity
          that
          could possibly violate the promises Executive has made, Executive shall
          discuss
          Executive’s proposed actions with the Member Committee, who shall advise
          Executive in writing whether Executive’s proposed actions would violate these
          promises.
  5.6.  Survival
          Provisions and Certain Remedies .
          The
          provisions of this Section 5 will survive the termination of this Agreement.
          Executive acknowledges that (a) Executive’s services are of a special, unique
          and extraordinary character and it would be very difficult or impossible
          to
          replace them, (b) this Section’s terms are reasonable and necessary to protect
          Company’s legitimate interests, (c) this Section’s restrictions shall not
          prevent Executive from earning or seeking a livelihood, (d) this Section’s
          restrictions shall apply wherever permitted by applicable law and (e)
          Executive’s violation of any of this Section’s terms would irreparably harm
          Company. Accordingly, Executive agrees that, if Executive violates any
          of the
          provisions of this Section, Company shall be entitled to, in addition to
          other
          remedies available to it, an injunction to be issued by any court of competent
          jurisdiction restraining Executive from committing or continuing any such
          violation, without the need to prove the inadequacy of money damages or
          post any
          bond or for any other undertaking. Executive may also bring action for
          injunction related to enforcement or interpretation of this Section 5.
          The
          covenants in this Section 5 will be construed as separate covenants and
          to the
          extent any covenant will be judicially unenforceable, it will not affect
          the
          enforcement of any other covenant.
  6.  General
          Provisions .
  7
  6.1.  Notices .
          Any
          notices or other communications required or permitted to be given under
          this
          Agreement must be in writing and addressed to Company or Executive at the
          addresses below, or at such other address as either Party may from time
          to time
          designate in writing. Any notice or communication that is addressed as
          provided
          in this Section will be deemed given (a) upon delivery, if delivered personally
          or via certified mail, postage prepaid, return receipt requested; or (b)
          on the
          first business day of the receiving Party after the transmission if by
          facsimile
          or after the timely delivery to the courier, if delivered by overnight
          courier.
          Other methods of delivery will be acceptable only upon proof of receipt
          by the
          Party to whom notice is delivered.
  To
                      Company:
                    Stratos
                      Renewables Corporation
                    9440
                      Santa Monica Blvd., Suite 401
                    Beverly
                      Hills, CA 90210
                    Fax
                      No.: 310-919-3044
                    Attention:
                      SecretaryTo
                      Executive:
                    Steve
                      Magami
                    9440
                      Santa Monica Blvd., Suite 401
                    Beverly
                      Hills, CA 90210
                    Fax
                      No.: 310-402-5947
  6.2.  Choice
          of Law and Forum .
          Except
          as expressly provided otherwise in this Agreement, this Agreement will
          be
          governed by and construed in accordance with the laws of the State of California
          and both Parties consent to the personal jurisdiction of the courts of
          the State
          of California. Each Party further agrees that personal jurisdiction over
          it may
          be effected by service of process by any means of delivery provided in
          Section
          6, and that when so made shall be as if served upon it personally.
  6.3.  Entire
          Agreement; Modification and Waiver .
          This
          Agreement supersedes any and all other agreements, whether oral or in writing,
          between the Parties with respect to the employment of Executive by Company
          and
          contains all covenants and agreements between the Parties relating to such
          employment in any manner whatsoever. Each Party to this Agreement acknowledges
          that no representations, inducements, promises, or agreements, oral or
          written,
          have been made by any Party, or anyone acting on behalf of any Party, that
          are
          not embodied herein, and that no other agreement, statement, or promise
          not
          contained in this Agreement will be valid or binding. Any modification
          of this
          Agreement will be effective only if it is in writing signed by the Party
          to be
          charged. No waiver of any of the provisions of this Agreement will be deemed,
          or
          will constitute, a waiver of any other provision, whether or not similar,
          nor
          will any waiver constitute a continuing waiver. No waiver will be binding
          unless
          executed in writing by the Party making the waiver.
  6.4.  Assignment .
          This
          Agreement may not be assigned in whole or in part by Executive without
          the prior
          written consent of Company. Company may assign its rights under this Agreement
          without the consent of Executive in the event Company shall hereafter effect
          a
          reorganization, consolidate with or merge into any other Person, or transfer
          all
          or substantially all of Company’s properties or assets to any other Person.
          Subject to the foregoing limitation, this Agreement will be binding on,
          and will
          inure to the benefit of, the Parties and their respective heirs, legatees,
          executors, administrators, legal representatives, successors and
          assigns.
  8
  6.5.  Severability .
          All
          sections, clauses and covenants contained in this Agreement are severable,
          and
          in the event any of them shall be held to be invalid by any court, this
          Agreement shall be interpreted as if such invalid sections, clauses or
          covenants
          were not contained herein. The invalidity or unenforceability of any provision
          of this Agreement shall not affect the validity or enforceability of any
          other
          provision of this Agreement, which shall remain in full force and
          effect.
  6.6.  Representation
          by Counsel; Interpretation .
          Company
          and Executive acknowledge that each Party to this Agreement has had the
          opportunity to be represented by counsel in connection with this Agreement
          and
          the matters contemplated by this Agreement. Accordingly, any rule of law
          or
          decision which would require interpretation of any claimed ambiguities
          in this
          Agreement against the Party that drafted it has no application and is expressly
          waived. In addition, the term “including” and its variations are always used in
          the non-restrictive sense (as if followed by a phrase such as “but not limited
          to”). The provisions of this Agreement will be interpreted in a reasonable
          manner to affect the intent of the Parties.
  6.7.  Corporate
          Authority .
          Company
          represents and warrants as of the Effective Date that Company’s execution and
          delivery of this Agreement to Executive and the carrying out of the provisions
          of the Agreement have been duly authorized by Company’s Board of Directors and
          authorized by Company’s shareholders as appropriate.
  6.8.  Expenses
          of this Agreement .
          Each
          party shall be responsible for its respective costs and expenses incurred
          by
          such party in connection with the preparation and review of this Agreement;
          provided, however, that, upon the receipt by Company of invoices, Company
          shall
          reimburse Executive for reasonable attorneys’ fees up to a sum of Five Thousand
          Dollars ($5,000) incurred by Executive in connection with the negotiation
          and
          documentation of this Agreement and other benefits granted to Executive
          in
          connection with this Agreement.
  6.9.  Binding
          Arbitration .
          Executive and Company mutually consent to the resolution by final and binding
          arbitration of all claims or controversies that they have against each
          other to
          the extent permitted by law, including disputes concerning this Agreement
          or any
          aspect of the employment relationship or relating to termination (“Claims”).
  6.9.1.  The
          parties will resolve all Claims by binding arbitration before a single
          neutral
          arbitrator pursuant to the provisions of this Section. The Claims covered
          by
          this Agreement include Claims for wages or other compensation due; Claims
          for
          breach of any contract or covenant (express or implied); tort Claims; Claims
          for
          discrimination and/or harassment (including race, sex, religion, national
          origin, age, marital status or medical condition, disability, or sexual
          orientation); Claims for benefits (except where an employee benefit or
          pension
          plan specifies that its Claims procedure shall culminate in an arbitration
          procedure different from this one); and Claims for violation of any public
          policy, federal, state or other governmental law, statute, regulation or
          ordinance, except as set forth below.
  9
  6.9.2.  This
          Agreement to arbitrate excludes (i) claims for workers’ compensation (excluding
          discrimination claims under workers’ compensation statutes) or unemployment
          compensation benefits are not covered by this Agreement; and (ii) claims
          by
          either party for injunctive and/or other equitable relief for unfair competition
          and/or the use and/or unauthorized disclosure of trade secrets or confidential
          information, which will be brought in a court of competent
          jurisdiction.
  6.9.3.  The
          Parties may initiate arbitration by serving or mailing a written notice
          to the
          other Party. The notice shall identify and describe the nature of all Claims
          asserted and the facts upon which such Claims are based. The written notice
          shall be served or mailed within the applicable statute of limitations
          period
          set forth by applicable federal or state law.
  6.9.4.  After
          demand for arbitration has been made by serving written notice under the
          terms
          of this Agreement, the party demanding arbitration will file a demand for
          arbitration with either JAMS or ADR. The parties may select an arbitrator
          mutually agreeable to each party. If the parties cannot agree on an arbitrator
          within thirty (30) days of the demand for arbitration, the parties shall
          request
          from the selected arbitration association a list of five names drawn from
          its
          panel of arbitrators (who are familiar with employment, healthcare related
          issues and physician contracts) and each party shall strike arbitrators
          pursuant
          to the strike procedures of that organization. Such arbitration shall be
          conducted in Los Angeles County, California, before a single arbitrator
          selected
          by the parties and subject to the rules of the arbitration association
          then in
          effect. Discovery shall be allowed and conducted pursuant to the then applicable
          arbitration rules for the arbitration of employment disputes.
  6.9.5.  The
          arbitrator shall apply the substantive law of the State of California,
          or
          federal law, or both, as applicable to the Claim(s) asserted. Either party
          may
          file a motion for summary judgment with the arbitrator under the Federal
          Rules
          of Civil Procedure. The arbitrator is entitled to resolve some or all of
          the
          claimant’s Claims through such a motion.
  6.9.6.  The
          arbitrator’s decision will be in writing, setting forth the basis for his
          decision and shall be final and binding. Company will pay all costs that
          are
          unique to arbitration, including the costs of the selected arbitration
          association and the arbitrator. Each party shall pay for its own other
          costs
          that are not unique to the arbitration (i.e., costs that each party might
          incur
          if the Claim(s) were litigated in a court or agency of competent jurisdiction),
          including, for example, costs to subpoena witnesses and/or documents, costs
          to
          take depositions and purchase deposition transcripts, costs to copy, facsimile
          or messenger documents, et cetera. Any dispute whether a cost is unique
          to
          arbitration shall be exclusively resolved by the Arbitrator.
  6.9.7.  Any
          party
          may bring an action in any court of competent jurisdiction to compel arbitration
          under this Agreement and/or to enforce an arbitration award.
  6.9.8.  Executive
          and Company expressly waive any constitutional or other right to have any
          dispute between them covered by the terms of this Agreement decided by
          a court
          of law and/or by a jury in a court proceeding and/or by any administrative
          agency, other than those Claims subject to Section 6.9.2.
  10
  6.10.  Attorneys’
          Fees .
          In any
          action at law or in equity or arbitration to enforce or construe any provisions
          or rights under this Agreement, the unsuccessful party or parties to such
          litigation, as determined by the courts pursuant to a final judgment or
          decree,
          will pay the successful Party or parties all costs, expenses, and reasonable
          attorneys’ fees incurred by such successful Party or parties (including such
          costs, expenses, and fees on any appeals), and if such successful party
          or
          parties will recover judgment in any such action or proceedings, such costs,
          expenses, and attorneys’ fees.
  6.11.  Section
          409A Compliance .
          Unless
          otherwise expressly provided, any payment of compensation by Company to
          Executive, whether pursuant to this Agreement or otherwise, shall be made
          on or
          before the fifteenth (15th) day of the third (3rd) month after the later
          of the
          end of the calendar year or the end of Company’s fiscal year in which
          Executive’s right to such payment vests (i.e., is not subject to a “substantial
          risk of forfeiture” for purposes of Code Section 409A of the Code and the
          regulations thereunder (“Section 409A”)). To the extent that any severance
          payments (including payments on termination for “Good Reason”) come within the
          definition of “involuntary severance” under Section 409A, such amounts up to the
          lesser of two times Executive’s annual compensation for the year preceding the
          year of termination as determined under Section 409A or two times the limit
          under Code Section 401(a)(17) for the year of termination, shall be excluded
          from “deferred compensation” as allowed under Section 409A, and shall not be
          subject to the Section 409A compliance requirements in the following paragraph.
  All
          payments of “nonqualified deferred compensation” (within the meaning of Section
          409A) by Company to Executive are intended to comply with the requirements
          of
          Section 409A, and shall be interpreted consistent therewith. Neither party
          individually or in combination may accelerate any such deferred payment,
          except
          in compliance with Section 409A, and no amount shall be paid prior to the
          earliest date on which it is permitted to be paid under Section 409A. In
          the
          event that Executive is determined to be a “key employee” (as defined in Code
          Section 416(i) (without regard to paragraph (5) thereof)) of Company at
          a time
          when its stock is deemed to be publicly traded on an established securities
          market for purposes of Section 409A, payments determined to be “nonqualified
          deferred compensation” payable following termination of employment shall be made
          no earlier than the earlier of (i) the last day of the sixth (6th) complete
          calendar month following such termination of employment, or (ii) Executive’s
          death, consistent with the provisions of Section 409A. Any payment delayed
          by
          reason of the prior sentence shall be paid out in a single lump sum at
          the end
          of such required delay period in order to catch up to the original payment
          schedule. Notwithstanding anything herein to the contrary, no amendment
          may be
          made to this Agreement if it would cause the Agreement or any payment hereunder
          not to be in compliance with Section 409A. It is the intent that the parties
          that the Agreement be interpreted to comply in all respects with Code Section
          409A, however, Company shall have no liability or further obligation to
          Executive in the event taxes or excise taxes may ultimately be determined
          to be
          applicable to any payment under this agreement.
  6.12.  Taxes .
          Company
          shall withhold taxes from payments it makes pursuant to this Agreement
          as it
          determines to be required by applicable law.
  6.13.  Headings
          and Captions .
          Headings and captions are included for purposes of convenience only and
          are not
          a part of the Agreement.
  11
  6.14.  Counterparts .
          This
          Agreement may be executed simultaneously in one or more counterparts, each
          of
          which will be deemed an original, but all of which together will constitute
          one
          instrument. This Agreement may be executed and delivered by facsimile and/or
          PDF
          signature which will be valid and binding.
  IN
          WITNESS WHEREOF, the parties have duly executed this Agreement as of the
          date
          first written above.
 
 
 **COMPANY:**
                  
                  STRATOS
                    RENEWABLES CORPORATION
                  By:
                    /s/ Valerie Broadbent
                  Name:
                    Valerie Broadbent
                  Title:
                    Corporate secretary**EXECUTIVE:**
                  
                  
                  /s/ Steven Magami
                  Steven
                    Magami, an individual
 
 
 12