THE
ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS INSTRUMENT HAS NOT BEEN
REGISERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”) OR APPLICABLE STATE
SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANFERRED OR
ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT AS TO THE
SECURITIES UNDER THE ACT, OR (B) AN OPINION OF COUNSEL, IN A FORM REASONABLY
ACCEPTABLE TO THE COMPANY, THAT REGISTRATION IS NOT REQUIRED UNDER THE ACT OR
(II) UNLESS SOLD PURSUANT TO RULE 144 UNDER THE ACT.  NOTWITHSTANDING
THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE
MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE
SECURITIES.

     

    THE
OBLIGATIONS EVIDENCED BY THIS NOTE ARE SECURED BY ASSETS OF THE COMPANY AND ITS
SUBSIDIARIES AS MORE FULLY SET FORTH IN THAT CERTAIN SECURITY AGREEMENT DATED AS
OF JULY 15, 2009 AND AS AMENDED AS OF THE DATE HEREOF BETWEEN THE COMPANY AND
HOLDER.

     

    STRATOS
RENEWABLES CORPORATION

     

    SECURED
PROMISSORY NOTE

    


    
      
        	 
      	
                November
      6, 2009

              
	
                $500,000

              	
                Beverly
      Hills, California

              


      

    

     

    FOR VALUE RECEIVED, Stratos Renewables
Corporation, a Nevada corporation (“Company”)
promises to pay to the order of I2BF BioDiesel Limited, a business company
existing under the laws of the British Virgin Islands (“Holder”),
or its registered assigns, the principal sum of Five Hundred Thousand Dollars
(US$500,000) or such lesser amount as shall equal the outstanding principal
amount hereof, together with interest from the date of this Note on the unpaid
principal balance at a rate equal to fifteen percent (15%) per annum, computed
on the basis of the actual number of days elapsed and a year of 365 days. All
unpaid principal, together with any then unpaid and accrued interest and other
amounts payable hereunder, shall be due and payable on the earliest to occur
(the “Maturity
Date”) of (i) January 31, 2010, (ii) a Change of Control (as defined
below) or (iii) when, upon or after the occurrence of an Event of Default
(as defined below), such amounts are declared due and payable by Holder or made
automatically due and payable in accordance with the terms
hereof.  All references to Dollars herein are to lawful currency of
the United States of America.

     

    All
amounts owing on this Note shall be payable in arrears, with payments first
applied to any and all costs and expenses incurred by Holder in enforcement or
the preservation of any rights hereunder, second to accrued and unpaid interest
on this Note, and thereafter on the unpaid principal amount hereof, at the
address for such purpose specified below the Holder’s name on the signature page
hereto.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    This Note
may be prepaid by the Company only with the consent of the
Holder.  The following is a statement of the rights of Holder and the
conditions to which this Note is subject, and to which Holder, by the acceptance
of this Note, agrees:

     

    1.           Definitions.
The following capitalized terms have the following meanings:

     

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

     

    (b)         “Change of
Control” means (i)  any “person” or “group” (within the meaning
of Section 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended),
becomes the “beneficial owner” (as defined in Rule 13d-3 under the Securities
Exchange Act of 1934, as amended), directly or indirectly, of more than 50% of
the outstanding voting securities of the Company having the right to vote for
the election of members of the Board of Directors, (ii) any reorganization,
merger or consolidation of the Company, other than a transaction or series of
related transactions in which the holders of the voting securities of the
Company outstanding immediately prior to such transaction or series of related
transactions retain, immediately after such transaction or series of related
transactions, at least a majority of the total voting power represented by the
outstanding voting securities of the Company or such other surviving or
resulting entity or (ii) a sale, lease or other disposition of all or
substantially all of the assets of the Company.

     

    (c)         “Holder”
shall mean the Person specified in the introductory paragraph of this Note or
any Person who shall at the time be the registered holder of this
Note.

     

    (d)         
“Obligations”
shall mean and include all loans, advances, debts, liabilities and obligations,
howsoever arising, owed by the Company to Holder of every kind and description
(whether or not evidenced by any note or instrument and whether or not for the
payment of money), now existing or hereafter arising under or pursuant to the
terms of this Note and the Note Purchase Agreement (as defined below),
including, all interest, fees, charges, expenses, attorneys’ fees and costs and
accountants’ fees and costs chargeable to and payable by the Company hereunder
and thereunder, in each case, whether direct or indirect, absolute or
contingent, due or to become due, and whether or not arising after the
commencement of a proceeding under Title 11 of the United States Code (11
U. S. C. Section 101 et
seq.), as amended from time to time (including post-petition interest)
and whether or not allowed or allowable as a claim in any such
proceeding.


    
      
         


      

      
        2

        
          

        

      

      
         


      

    

     

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

     

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

     

    2.           Events of
Default. The occurrence of any of the following shall constitute an
“Event of
Default” under this Note:

     

    (a)           Failure to Pay. Company shall
fail to pay when due the principal or interest payment on the due date hereunder
and such payment shall not have been made within three (3) business days of
Company’s receipt of Holder’s written notice to Company of such failure to pay
or any other payment required under the terms of this Note on the date due and
such payment shall not have been made within five (5) days of Company’s receipt
of Holder’s written notice to Company of such failure to pay;

     

    (b)           Voluntary Bankruptcy or Insolvency
Proceedings. The Company shall
(i) apply for or consent to the appointment of a receiver, trustee,
liquidator or custodian of itself or of all or a substantial part of its
property, (ii) be unable, or admit in writing its inability, to pay its
debts generally as they mature, (iii) make a general assignment for the
benefit of its or any of its creditors, (iv) be dissolved or liquidated,
(v) become insolvent (as such term may be defined or interpreted under any
applicable statute), (vi) commence a voluntary case or other proceeding
seeking liquidation, reorganization or other relief with respect to itself or
its debts under any bankruptcy, insolvency or other similar law now or hereafter
in effect or consent to any such relief or to the appointment of or taking
possession of its property by any official in an involuntary case or other
proceeding commenced against it, or (vii) take any action for the purpose
of effecting any of the foregoing;

     

    (c) Involuntary Bankruptcy or
Insolvency Proceedings. Proceedings for the appointment of a receiver,
trustee, liquidator or custodian of the Company or of all or a substantial part
of the property thereof, or an involuntary case or other proceedings seeking
liquidation, reorganization or other relief with respect to the Company or the
debts thereof under any bankruptcy, insolvency or other similar law now or
hereafter in effect shall be commenced and an order for relief entered or such
proceeding shall not be dismissed or discharged within 30 days of
commencement;


    
      
         


      

      
        3

        
          

        

      

      
         


      

    

     

    (d) Representations and
Warranties.  Any representation, warranty, certificate, or
other statement (financial or otherwise) made or furnished by or on behalf of
the Company to Purchaser in writing in connection with this Note, or as an
inducement to Holder to enter into this Note, shall be false, incorrect,
incomplete or misleading in any material respect when made or
furnished;

     

    (e) Other Payment
Obligations.  The Company or any of its Subsidiaries shall (i)
fail to make any payment when due under the terms of any bond, debenture, note
or other evidence of indebtedness for money borrowed to be paid by such person
(excluding this Note) and such failure shall continue beyond any period of grace
provided with respect thereto, or (ii) default in the observance or performance
of any other agreement, term or condition contained in any such bond, debenture,
note or other evidence of indebtedness, and the effect of such failure or
default is to cause, or permit the holder or holders thereof to cause,
indebtedness in an aggregate amount of $100,000 or more to become due prior to
its stated date of maturity;

     

    (f) Judgments. A final judgment
or order for the payment of money in excess of $250,000 shall be rendered
against the Company or any of its subsidiaries and the same shall remain
undischarged for a period of thirty (30) days during which execution shall not
be effectively stayed, or any judgment, writ, assessment, warrant of attachment,
or execution or similar process shall be issued or levied against a substantial
part of the property of the Company or any of its subsidiaries and such
judgment, writ, or similar process shall not be released, stayed, vacated or
otherwise dismissed within thirty (30) days after issue or levy;

     

    (g) Enforceability. This Note or
any material term hereof shall cease to be, or be asserted by the Company not to
be, a legal, valid and binding obligation of the Company enforceable in
accordance with its terms;

     

    (h)           Breaches of Covenants. The
Company or any Subsidiary shall fail to observe or perform any other covenant,
representation, or warranty, obligation, condition or agreement contained herein
(other than those specified in Section 2(a) above) and, in the cases of
breaches reasonably capable of cure, such failure shall continue for thirty (30)
days after written notice to Company of such failure.  With respect to
covenants in Sections 5.3(b)(v) and 5.3(c) of the Note Purchase Agreement (as
defined below) and which are incorporated by reference herein pursuant to
Section 4 below, any breach shall constitute an immediate Event of
Default.


    
      
         


      

      
        4

        
          

        

      

      
         


      

    

     

    3.           Rights of
Holder upon Default.  Upon the occurrence or existence of any
Event of Default (other than an Event of Default, referred to in Sections 2(b)
and 2(c), and giving effect to any applicable cure periods), and at any time
thereafter during the continuance of such Event of Default, Holder may, by
written notice to Company, declare all outstanding Obligations payable by
Company hereunder to be immediately due and payable without presentment, demand,
protest or any other notice of any kind, all of which are hereby expressly
waived, anything contained herein to the contrary notwithstanding. Upon the
occurrence or existence of any Event of Default described in Sections 3(b)
or 3(c), immediately and without notice, all outstanding Obligations payable by
Company hereunder shall automatically become immediately due and payable,
without presentment, demand, protest or any other notice of any kind, all of
which are hereby expressly waived, anything contained herein to the contrary
notwithstanding. In addition to the foregoing remedies, upon the occurrence or
existence of any Event of Default, Holder may exercise any other right power or
remedy granted to it hereby or otherwise permitted to it by law, either by suit
in equity or by action at law, or both.

     

    4.           Covenants
and Other Agreements.  Reference is made to that certain Note
and Common Stock Purchase Agreement, dated as of July 15, 2009, between the
Company, Holder and I2BF Biodiesel, Ltd. and Blue Day SC Ventures (the “Note Purchase
Agreement”).  The Company hereby undertakes and assumes as
obligations with respect to this Note those covenants and agreements set forth
in Sections 5.3(b) and 5.3(c) of the Note Purchase Agreement and incorporates
such sections by reference into this Note, along with relevant definitions mutatis
mutandis.

     

    5.           Successors
and Assigns.
Subject to the restrictions on transfer described in Section 7 below, the
rights and obligations of Company and Holder of this Note shall be binding upon
and benefit the successors, assigns, heirs, administrators and transferees of
the parties.

     

    6.           Waiver
and Amendment.
Any provision of this Note may be amended, waived or modified upon the
written consent of Company and the Holder of this Note.

     

    7.           Assignment
by Company.
Neither this Note nor any of the rights, interests or obligations
hereunder may be assigned, by operation of law or otherwise, in whole or in
part, by Company without the prior written consent of Holder.

     

    8.           Notices. All notices, requests,
demands, consents, instructions or other communications required or permitted
hereunder shall in writing and faxed, mailed or delivered to each party as
follows:  (a) if to the Holder, at the Holder’s address or facsimile
number set forth on the signature page hereto, or at such other address as the
Holder shall have furnished the Company in writing, or (b) if to the Company, at
9440 Little Santa Monica Blvd., Suite 401, Beverly Hills, California 90210,
Attn: Valerie Broadbent, facsimile: (310) 919-3044, or at such other address or
facsimile number as the Company shall have furnished to the Holder in
writing.  All such notices and communications will be deemed
effectively given the earlier of (i) when received, (ii) when delivered
personally, (iii) one business day after being delivered by facsimile (with
receipt of appropriate confirmation), (iv) one business day after being
deposited inside the United States with an overnight courier service of
recognized standing for delivery within the United States, (v) three business
day after being deposited within the United States with an express courier
service of recognized standing for delivery outside of the United States or vice
versa or (v) four days after being deposited in the U.S. mail, first class with
postage prepaid, provided that first class mail shall not be used for the
delivery of notice outside of the United States.


    
      
         


      

      
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    9.           Payment. Payment shall be made in
lawful tender of the United States.

     

    10.         Expenses;
Waivers. If
action is instituted to collect this Note or to maintain or preserve any rights
of Holder hereunder, the prevailing party in such dispute shall be entitled to
recover from the non-prevailing party all costs and expenses, including, without
limitation, reasonable attorneys’ fees and costs, incurred in connection with
such action. Company hereby waives notice of default, presentment or demand for
payment, protest or notice of nonpayment or dishonor and all other notices or
demands relative to this instrument.

     

    11.         Governing
Law. This Note
and all actions arising out of or in connection with this Note shall be governed
by and construed in accordance with the internal laws of the State of
California.

     

    IN WITNESS WHEREOF, Company has caused this Note
to be issued as of the date first written above.

     

    
      
        	 
      	
                STRATOS
      RENEWABLES CORPORATION

              
	 
      	 
      
	 
      	
                By:

              	
                /s/ Thomas Snyder

              
	 
      	
                Name:  

              	
                Thomas
      Snyder

              
	 
      	
                Title:

              	
                President
      and Chief Executive Officer

              
	 
      	 
      	 
      
	 
      	
                AGREED
      AND ACKNOWLEDGED

              
	 
      	 
      
	 
      	
                I2BF
      BIODIESEL LIMITED

              
	 
      	 
      
	 
      	
                By:

              	
                /s/ Ilya A. Golubovich

              
	 
      	
                Name:

              	
                Ilya
      A. Golubovich

              
	 
      	
                Title:

              	
                Director

              
	 
      	 
      	 
      
	 
      	 
      	
                c/o
      I2BF Venture Capital

              
	 
      	 
      	
                Suite
      401,

              
	 
      	 
      	
                One
      Heddon Street

              
	 
      	 
      	
                Mayfair,
      London, W1B 4BD

              
	 
      	 
      	
                United
      Kingdom

              


      

    


    
      
         


      

      
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