**STRATOS
      RENEWABLES CORPORATION**




**CODE
      OF ETHICS**




**Introduction**




Our
      Company's reputation for honesty and integrity is the sum of the personal
      reputations of our directors, officers and employees. To protect this reputation
      and to promote compliance with laws, rules and regulations, this Code of Ethics
      (the "Code") has been adopted by our Board of Directors. This Code is only
      one
      aspect of our commitment. You must also be familiar with and comply with all
      other policies contained in our employee policy manual or otherwise made
      available to you.




This
      Code
      sets out the basic standards of ethics and conduct to which all of our
      directors, officers and employees are held. These standards are designed to
      deter wrongdoing and to promote honest and ethical conduct, but will not cover
      all situations. If a law conflicts with a policy in this Code, you must comply
      with the law; however, if a local custom or policy conflicts with this Code,
      you
      must comply with the Code.




If
      you
      have any doubts whatsoever as to the propriety of a particular situation, you
      should submit it in writing to any director who is neither an employee of the
      Company nor a consultant to the Company (“Outside Director”), who will review
      the situation and take appropriate action in keeping with this Code, our other
      corporate policies and the applicable law. If your concern relates to that
      individual, you should submit your concern, in writing, to the President of
      the
      Company.




Those
      who
      violate the standards set out in this Code will be subject to disciplinary
      action.




**1.**
            **Scope**




If
      you
      are a director, officer or employee (including temporary employee or independent
      contractor) of the Company or any of its subsidiaries, you are subject to this
      Code.




**2.**
            **Honest
                and Ethical Conduct**




We,
      as a
      Company, require honest and ethical conduct from everyone subject to this Code.
      Each of you has a responsibility to all other directors, officers and employees
      of our Company, and to our Company itself, to act in good faith, responsibly,
      with due care, competence and diligence, without misrepresenting material facts
      or allowing your independent judgment to be subordinated and otherwise to
      conduct yourself in a manner that meets with our ethical and legal
      standards.




**3.**
            **Compliance
                with Laws, Rules and
                Regulations**




You
      are
      required to comply with all applicable governmental laws, rules and regulations,
      both in letter and in spirit. Although you are not expected to know the details
      of all the applicable laws, rules and regulations, we expect you to seek advice
      from an Outside Director if you have any questions about whether the requirement
      applies to the situation or what conduct may be required to comply with any
      law,
      rule or regulation.









**A.**  **Outside
      Directors**




Our
      Outside Directors are responsible for overseeing our compliance system. Our
      Outside Directors ensure that there is broad application and consistent
      interpretation of our standards in the Company. Any Outside Director shall
      report to either or both the Audit Committee or the Nominating and Corporate
      Governance Committee, as such Outside Director deems appropriate in each
      specific matter.




**4.**  **Conflicts
      of Interest**




You
      must
      handle in an ethical manner any actual or apparent conflict of interest between
      your personal and business relationships. Conflicts of interest are prohibited
      as a matter of policy. Even the appearance of a conflict may damage your
      reputation or that of the Company. A "conflict of interest" exists when a
      person's private interest interferes in any way with the interests of our
      Company. For example, a conflict situation arises if you take actions or have
      interests that interfere with your ability to perform your work for our Company
      objectively and effectively. Conflicts of interest also may arise if you, or
      a
      member of your family, receive an improper personal benefit as a result of
      your
      position with our Company.




If
      you
      become aware of any transaction or relationship that reasonably could be
      expected to give rise to a conflict of interest, you should report it promptly
      to an Outside Director.




Conflicts
      of interest are prohibited as a matter of Company policy, except under
      guidelines approved by the Board of Directors. The standards apply to certain
      common situations where potential conflicts of interest may arise. Although
      we
      do not intend to restrict the application of our policies by being too specific,
      we are describing below certain situations in which a conflict of interest
      may
      result:




**A.**  **Gifts
      and Entertainment**




Personal
      gifts and entertainment offered by persons doing business with our Company
      may
      be accepted when offered in the ordinary and normal course of the business
      relationship. However, the frequency and cost of any such gifts or entertainment
      may not be so excessive that your ability to exercise independent judgment
      on
      behalf of our Company is or may appear to be compromised.




In
      any
      situation where a cash gift is offered or the value of a gift given exceeds
      $100, you must disclose all such gifts to an Outside Director. The Outside
      Director will report such gifts to the Company's Nominating and Corporate
      Governance Committee which will determine how such gifts should be
      handled.




**B.**  **Financial
      Interests In Other Organizations**




The
      determination whether any outside investment, financial arrangement or other
      interest in another organization is improper depends on the facts and
      circumstances of each case. Your ownership of an interest in another
      organization may be inappropriate if the other organization has a material
      business relationship with, or is a direct competitor of, our Company and your
      financial interest is of such a size that your ability to exercise independent
      judgment on behalf of our Company is or may appear to be compromised. As a
      general rule, a passive investment would not likely be considered improper
      if
      it: (i) is in publicly traded shares; (ii) represents less than 1% of
      the outstanding equity of the organization in question; and
      (iii) represents less than 5% of your net worth. Other interests also may
      not be improper, depending on the circumstances.









**C.**  **Outside
      Business Activities**




The
      determination of whether any outside position an employee may hold is improper
      will depend on the facts and circumstances of each case. Your involvement in
      trade associations, professional societies, and charitable and similar
      organizations will not normally be viewed as improper. However, if those
      activities are likely to take substantial time from or otherwise conflict with
      your responsibilities to our Company, you should obtain prior approval from
      your
      supervisor. Other outside associations or activities in which you may be
      involved are likely to be viewed as improper only if they would interfere with
      your ability to devote proper time and attention to your responsibilities to
      our
      Company or if your involvement is with another Company with which our Company
      does business or competes. For a director, employment or affiliation with a
      Company with which our Company does business or competes must be fully disclosed
      to our Company's Board of Directors or the Nominating and Corporate Governance
      Committee of the Board of Directors and must satisfy any other standards
      established by applicable law, rule (including rule of any applicable stock
      exchange or market on which our Company's securities trade) or regulation and
      any other corporate governance guidelines that our Company may
      establish.




**D.**  **Indirect
      Violations**




You
      should not indirectly, through a spouse, family member, affiliate, friend,
      partner, or associate, have any interest or engage in any activity that would
      violate this Code if you directly had the interest or engaged in the activity.
      Any such relationship should be fully disclosed to an Outside Director or the
      President of the Company (or the Board of Directors or the Nominating and
      Corporate Governance Committee of the Board of Directors if you are a director
      of our Company), who will make a determination as to whether the relationship
      is
      inappropriate, based upon the standards set forth in this Code.




**E.**  **Corporate
      Opportunities**




You
      are
      prohibited from taking for yourself, personally, opportunities that are
      discovered through the use of corporate property, information or position,
      unless the Board of Directors has specifically declined to pursue the
      opportunity. You may not use corporate property, information, or position for
      personal gain, or to compete with our Company. You owe a duty to our Company
      to
      advance its legitimate interests whenever the opportunity to do so
      arises.




**5.**  **Fair
      Dealing**




You
      should endeavor to deal fairly with our Company's suppliers, competitors and
      employees and with other persons with whom our Company does business. You should
      not take unfair advantage of anyone through manipulation, concealment, abuse
      of
      privileged information, misrepresentation of material facts, or any other
      unfair-dealing practice.









**6.**  **Public
      Disclosures**




It
      is our
      Company's policy to provide full, fair, accurate, timely, and understandable
      disclosure in all reports and documents that we file with, or submit to, the
      Securities and Exchange Commission and in all other public communications made
      by our Company.




**7.**  **Financial
      Reporting Responsibilities**




As
      a
      public company it is of critical importance that our Company's filings with
      the
      Securities and Exchange Commission be accurate and timely. Depending on their
      position with the Company, employees may be called upon to provide information
      to assure that the Company's public reports are complete, fair and
      understandable. We expect all of our personnel to take this responsibility
      very
      seriously and to provide prompt and accurate answers to inquiries related to
      the
      Company's public disclosure requirements.




**8.**  **Confidentiality**




You
      should maintain the confidentiality of all confidential information entrusted
      to
      you by our Company or by persons with whom our Company does business, except
      when disclosure is authorized or legally mandated. Confidential information
      includes all non-public information that might be of use to competitors of,
      or
      harmful to, our Company or persons with whom our Company does business, if
      disclosed.




**9.**  **Insider
      Trading**




If
      you
      have access to material, non-public information concerning our Company, you
      are
      not permitted to use or share that information for stock trading purposes,
      or
      for any other purpose except the conduct of our Company's business. All
      non-public information about our Company should be considered confidential
      information. Insider trading, which is the use of material, non-public
      information for personal financial benefit or to "tip" others who might make
      an
      investment decision on the basis of this information, is not only unethical
      but
      also illegal. The prohibition on insider trading applies not only to our
      Company's securities, but also to securities of other companies if you learn
      of
      material non-public information about these companies in the course of your
      duties to the Company. Violations of this prohibition against "insider trading"
      may subject you to criminal or civil liability, in addition to disciplinary
      action by our Company.




**10.**  **Protection
      and Proper Use of Company Assets**




You
      should protect our Company's assets and promote their efficient use. Theft,
      carelessness, and waste have a direct impact on our Company's profitability.
      All
      corporate assets should be used for legitimate business purposes. The obligation
      of employees to protect the Company's assets includes its proprietary
      information. Proprietary information includes intellectual property such as
      trade secrets, patents, trademarks, and copyrights, as well as business,
      marketing and service plans, engineering and manufacturing ideas, designs,
      databases, records, salary information and any unpublished financial data and
      reports. Unauthorized use or distribution of this information would violate
      Company policy. It could also be illegal and result in civil or even criminal
      penalties.









**11.**  **Interpretations
      and Waivers of the Code of Ethics**




If
      you
      are uncertain whether a particular activity or relationship is improper under
      this Code or requires a waiver of this Code, you should disclose it to an
      Outside Director (or the Board of Directors or Nominating and Corporate
      Governance Committee if you are a director or senior executive officer), who
      will make a determination as to whether a waiver of this Code is required and,
      if required, whether a waiver will be granted. You may be required to agree
      to
      conditions before a waiver or a continuing waiver is granted. However, any
      waiver of this Code for an executive officer or director may be made only by
      our
      Board of Directors and will be promptly disclosed to the extent required by
      applicable law, rule (including any rule of any applicable stock exchange)
      or
      regulation.




**12.**  **Reporting
      any Illegal or Unethical Behavior**




Our
      Company desires to promote ethical behavior. Employees are encouraged to talk
      to
      supervisors, managers or other appropriate personnel when in doubt about the
      best course of action in a particular situation. Additionally, employees should
      promptly report violations of laws, rules, regulations or this Code to an
      Outside Director. Any report or allegation of a violation of applicable laws,
      rules, regulations or this Code need not be signed and may be sent anonymously.
      All reports of violations of this Code, including reports sent anonymously,
      will
      be promptly investigated and, if found to be accurate, acted upon in a timely
      manner. If any report of wrongdoing relates to accounting or financial reporting
      matters, or relates to persons involved in the development or implementation
      of
      our Company's system of internal controls, a copy of the report will be promptly
      provided to the Chairman of the Audit Committee of the Board of Directors,
      which
      may participate in the investigation and resolution of the matter. It is the
      policy of our Company not to allow actual or threatened retaliation, harassment
      or discrimination due to reports of misconduct by others made in good faith
      by
      employees. Employees are expected to cooperate in internal investigations of
      misconduct. We believe that confidentiality is a priority and every effort
      will
      be made to protect your identity whenever you interact with any element of
      the
      compliance system. In some instances, it may be impossible to keep your identity
      confidential because of the demands of conducting a thorough investigation
      or
      because of certain legal requirements.




**13.**  **Miscellaneous**




Violation
      of any of the standards contained in this Code, or in any other policy, practice
      or instruction of our Company, can result in disciplinary actions, including
      dismissal and civil or criminal action against the violator. This Code should
      not be construed as a contract of employment and does not change any person's
      status as an at-will employee.




This
      Code
      is for the benefit of our Company, and no other person is entitled to enforce
      this Code. This Code does not, and should not be construed to, create any
      private cause of action or remedy in any other person for a violation of the
      Code.




Adopted
      by Resolution of the Board of Directors




Date:
      March 27, 2008