STRATOS
RENEWABLES CORPORATION

     

    CONSENT
AND WAIVER AND

     

    AMENDMENT
TO SECURITY AGREEMENT

     

    This
Consent and Waiver and Amendment to Security Agreement (the “Amendment”) is entered into
between Stratos Renewables Corporation, a Nevada corporation (together with its
subsidiaries set forth on the signature pages hereto, the “Company”), I2BF Biodiesel
Limited, an exempt business company limited by shares existing under the laws of
the British Virgin Islands (“I2BF”) and Blue Day SC
Ventures, a joint venture of BlueDay Limited, a business company existing under
the laws of the British Virgin Islands and MA Green, a partnership (“Blue Day SC Ventures” and
together with the Company, the “Parties” and each individually
a “Party”) and effective
as of November 6, 2009.

     

    WITNESSETH:

     

    WHEREAS: The Parties entered
into a Note and Common Stock Purchase Agreement, dated as of July 15, 2009 (the
“Purchase Agreement”) and a Security
Agreement, dated as of July 15, 2009 (the “Security
Agreement”);

     

    WHEREAS: The Company wishes to
borrow and I2BF wishes to lend to the Company, an additional sum of $500,000 as
of the date of this Amendment (the “Bridge
Financing”);

     

    WHEREAS: In connection with
the Bridge Financing, the Parties have agreed to grant their consent with
respect to certain matters as required by the Purchase Agreement and to amend
the Security Agreement to provide for the extension of the existing security
interest to the Secured Promissory Note issued to I2BF in the Bridge Financing
(the “New Bridge
Note”);

     

    WHEREAS: Each term used but
not defined herein shall have the meaning ascribed to such term in the Purchase
Agreement.

     

    NOW THEREFORE: In
consideration of the foregoing and the mutual covenants and agreements herein
contained, and for other good and valuable consideration the receipt and
sufficiency of which is hereby acknowledged by the Parties, and intending to be
legally bound hereby, the Parties hereby agree as follows:

     

    1.      Consent.  I2BF,
Blue Day SC Ventures and each of them agree to and hereby do consent to the
Bridge Financing and (i) for the purposes of Section 5.3(iv) of the Purchase
Agreement, to the Company’s incurring indebtedness in connection therewith and
(ii) for the purposes of Section 5.3(v) of the Purchase Agreement, to the
Company’s grant and extension of a security interest in the assets of the
Company and its Subsidiaries as further provided in this Amendment.

     

    2.      Application of the Security
Agreement to the Bridge Financing.  The parties and each of
them agree that the Security Agreement shall be and hereby is amended to provide
that the New Bridge Note shall be a “Note” for the purposes of the Security
Agreement such that the security interests granted and governed by such
agreement shall be extended to form security for the New Bridge Note on a pari passu basis with the
other Notes (as defined in the Security Agreement) in accordance with their
relative principal amounts and otherwise in accordance with the Security
Agreement; provided that I2BF agrees to subordinate its security interests to
those granted to Interbank, if any, in connection with the Interbank Financing
on the same terms and conditions as holders of other secured promissory notes of
the Company.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    3.      Balance
Closing.  The parties hereto agree and acknowledge that the
Balance Closing has not occurred as of the date hereof and, as such and in
accordance with Section 2.1(b) of the Purchase Agreement, shall occur or shall
not occur solely at the option of I2BF following the closing of the Interbank
Facility and the satisfaction of the conditions for the Balance Closing set
forth in Section 2.1(b).  In the event that the Balance Closing does
occur, all outstanding principal and interest with respect to the New Bridge
Note shall be applied at I2BF’s option against I2BF’s Balance Closing funding
commitment.

     

    4.      Amendment.  Except
as expressly provided herein, no amendment is made to the terms of the Purchase
Agreement, the Security Agreement or any other Transaction
Documents.  Neither this Amendment nor any term hereof may be amended,
waived, discharged or terminated other than pursuant to a written instrument
executed by all of the Parties.

     

    5.      Choice of
Law.  This Agreement shall be governed by and its provisions
construed and enforced in accordance with the laws of the State of California,
as applied to contracts between California residents entered into and to be
performed entirely within the State of California, without regard to the
conflict of laws principles thereof.

     

    6.      Entire
Agreement.  This Amendment and the Agreement, as amended,
constitute the full and entire understanding and agreement between the Parties
with regard to the subjects hereof.  No party hereto shall be liable
or bound to any other party in any manner with regard to the subjects hereof or
thereof by any warranties, representations or covenants except as specifically
set forth herein.

     

    7.      Severability.  If
any provision of this Amendment becomes or is declared by a court of competent
jurisdiction to be illegal, unenforceable or void, portions of such provision,
or such provision in its entirety, to the extent necessary, shall be severed
from this Amendment, and such court will replace such illegal, void or
unenforceable provision of this Amendment with a valid and enforceable provision
that will achieve, to the extent possible, the same economic, business and other
purposes of the illegal, void or unenforceable provision.  The balance
of this Amendment shall be enforceable in accordance with its
terms.

     

    8.      Titles.  The
titles used in this Amendment are used for convenience only and are not to be
considered in construing or interpreting this Amendment.

     

    9.      Counterparts.  This
Amendment may be executed in any number of counterparts, each of which shall be
enforceable against the Parties, and all of which together shall constitute one
instrument.

     

    10.    Telecopy Execution and
Delivery.  A facsimile, telecopy or other reproduction of this
Amendment may be executed by one or more Parties and delivered by such party by
facsimile or any similar electronic transmission device pursuant to which the
signature of or on behalf of such party can be seen.  Such execution
and delivery shall be considered valid, binding and effective for all
purposes.  At the request of any party hereto, all Parties agree to
execute and deliver an original of this Amendment as well as any facsimile,
telecopy or other reproduction hereof.

     

    11.    Further
Assurances.  Each party hereto agrees to execute and deliver,
by the proper exercise of its corporate, limited liability company, partnership
or other powers, all such other and additional instruments and documents and do
all such other acts and things as may be reasonably necessary to more fully
effectuate this Amendment.

     

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    IN
WITNESS WHEREOF, the Parties have duly executed and delivered this Consent and
Waiver and Amendment to Security Agreement as of the date first above
written.

     

    
      
        
          
            
              
                	
                        COMPANY:

                      	 
      
	 
      	 
      
	
                        STRATOS
      RENEWABLES CORPORATION

                      	 
      
	 
      	 
      	 
      
	
                        /s/ Thomas Snyder

                      	 
      	 
      
	
                        Name:
      Thomas Snyder

                      	 
      	 
      
	
                        Title:
      President and Chief Executive Officer

                      	 
      	 
      


              

            

          

        

      

    

     

    
      
        	
                GREEN
      SANDS, INC.

              	 
      	
                I2BF
      BIODIESEL LIMITED

              
	 
      	 
      	 
      	 
      
	
                By:

              	
                /s/ Valerie A. Broadbent

              	 
      	
                /s/ Ilya A.
  Golubovich

              


      

    

     

    
      
        
          	
                  Name:

                	
                  Valerie A. Broadbent

                	 
      	
                  Ilya
      A. Golubovich, Director

                


        

      

    

    


    
      
        
          
            	
                    Title:

                  	
                    Corporate Secretary

                  	 
      	 
      


          

        

      

    

    


    
      
        	
                STRATOS
      DEL PERU SAC

              	 
      	
                BLUE
      DAY SC VENTURES

              
	 
      	 
      	
                By:
      BlueDay Limited

              
	 
      	 
      	 
      	 
      
	
                By:

              	
                /s/ Cesar Alonso

              	 
      	
                By:

              	
                /s/ Joseph
  El-Khouri

              


      

    

    


    
      
        	
                Name:

              	
                Cesar Alonso

              	 
      	
                Name:

              	
                Joseph
El-Khouri

              


      

    

    


    
      
        	
                Title:

              	
                General Manager

              	 
      	
                Title:

              	
                Principal
Member

              


      

    

    


    
      
        
          
            	
                    ARENA
      VERDE SAC

                  	 
      	 
      
	 
      	 
      	 
      	 
      
	
                    By:

                  	
                    /s/ Guillermo Freund

                  	 
      	 
      


          

        

      

    

    
      
        
          


          
            
              
                
                  
                    	
                            Name:

                          	
                            Guillermo Freund

                          	 
      


                  

                

              

            

          

          


          
            
              
                
                  
                    	
                            Title:

                          	
                            General Manager