**STRATOS
      RENEWABLES CORPORATION**


**a
      Nevada corporation**




**AUDIT
      COMMITTEE CHARTER**




**Adopted
      April 11, 2008**




The
      Board
      of Directors (the “ **Board** ”)
      of
      Stratos Renewables Corporation, a Nevada corporation (the “ **Corporation** ”)
      has
      adopted this charter (the “ **Charter** ”)
      for
      its Audit Committee (the “ **Audit
      Committee** ”)
      as of
      the date first written above.





**1.**  **Purpose
      of the Audit Committee**




The
      purpose of the Audit Committee is to perform oversight responsibilities with
      respect to the Corporation’s corporate accounting and financial reporting
      processes, the Corporation’s compliance with legal and regulatory requirements,
      the performance of the Corporation’s internal audit function, outside audit
      function and Independent Auditors, the quality and integrity of the
      Corporation’s financial statements and reports, reviewing and approving all
      audit engagement fees and terms, as well as all non-audit engagements with
      the
      Independent Auditors, and the production of the audit report require under
      the
      rules promulgated by the United States Securities and Exchange Commission (the
      “ **Commission** ”).




The
      policy of the Audit Committee, in discharging these obligations, shall be to
      maintain and foster an open avenue of communication between the Audit Committee
      and the Corporation’s Independent Auditors, management and internal auditors.




The
      Audit
      Committee will fulfill these responsibilities by carrying out the activities
      enumerated in Section 3 of this Charter. The Audit Committee shall be given
      full
      and direct access to the Corporation’s management and Independent Auditors as
      necessary to carry out these responsibilities. However, the Audit Committee’s
      function is one of oversight only and shall not relieve the Corporation’s
      management of its responsibilities for preparing financial statements which
      accurately and fairly present the Corporation’s financial results and condition,
      or the responsibilities of the Independent Auditors relating to the audit or
      review of the Corporation’s financial statements.




The
      Independent Auditors’ ultimate responsibility is to the Audit Committee, as
      representatives of the stockholders. These representatives have the ultimate
      authority to select, evaluate, and, where appropriate, replace the Independent
      Auditors.




**2.**  **Composition
      of the Audit Committee**




**Number
      and Qualifications.** The
      Audit Committee shall be comprised of not less than three (3) Directors. Each
      Director who serves on the Audit Committee must be affirmatively determined
      by
      the Board to satisfy the requirements established by Section 10A(m) of the
      Securities Exchange Act of 1934, as amended (the “ **Exchange
      Act** ”),
      any
      rules and regulations promulgated thereunder by the Commission, and the rules
      of
      the American Stock Exchange LLC (“ **AMEX** ”),
      to be
      considered an “independent” member of the Board.




All
      members of the Audit Committee shall be able to read and understand fundamental
      financial statements, including a balance sheet, income statement and cash
      flow
      statement. At least one (1) member
      of
      the Audit Committee shall have past employment experience in finance or
      accounting, requisite professional certification in accounting, or any other
      comparable experience or background which results in the member’s financial
      sophistication, including being or having been a chief executive officer, chief
      financial officer or other senior officer with financial oversight
      responsibilities. Each member of the Audit Committee must not have participated
      in the preparation of the financial statements of the Corporation or any current
      subsidiary of the Corporation at any time during the three (3) years preceding
      any given current year.




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**Appointment
      and Removal.** The
      chairman and members of the Audit Committee will be appointed by and serve
      at
      the discretion of the Board. The chairman of the Audit Committee should
      generally have served at least one (1) year on the Audit Committee prior to
      becoming chairman. Each appointed member of the Audit Committee shall be subject
      to annual reconfirmation and may be removed by the Board at any time, provided
      that the Board must, at all times, assure that the Audit Committee will have
      a
      chairman and sufficient members to satisfy the requirements set forth above
      relating to the number and qualifications of Audit Committee members.




**3.**  **Specific
      Responsibilities and Duties of the Audit Committee**




To
      fulfill its responsibilities and duties, the Audit Committee shall:




A.  Review
      the Audit Committee Charter for adequacy and recommend any changes to the Board
      on an annual basis.




B.  Review
      the significant accounting principles, policies and practices followed by the
      Corporation in accounting for and reporting its financial results of operations
      in accordance with generally accepted accounting principles (“ **GAAP** ”).




C.  Discuss Corporation policies
      with respect to risk assessment and risk management, and review contingent
      liabilities and risks that may be material to the Corporation and
      major legislative and regulatory developments which could materially impact
      the Corporation ’s
      contingent liabilities and risks.




D.  Review
      and oversee the preparation of the Corporation’s annual audited financial
      statements, related disclosures, including the Management’s Discussion and
      Analysis portion of the Corporation’s filings with the Commission, and discuss
      with the Independent Auditors the matters required to be discussed by Auditing
      Standard No. 61 as
      in
      effect at that time in the case of the annual statements and Statement of
      Auditing Standards 100 as in effect at that time in the case of the quarterly
      statements ,
      including: (i) the quality as well as acceptability of the accounting principles
      applied in the financial statements, and (ii) new or changed accounting
      policies; significant estimates, judgments, uncertainties or unusual
      transactions; and accounting policies relating to significant financial
      statement items.




E.  Review
      any management letters or internal control reports prepared by the Independent
      Auditors or the Corporation’s internal auditors and responses to prior
      management letters, and review with the Independent Auditors the Corporation’s
      internal financial controls, including the budget, staffing and responsibilities
      of the Corporation’s personnel directed toward internal control
      procedures.




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F.  Review
      the effectiveness of the independent audit effort, including approval of the
      scope of, and fees charged in connection with, the annual audit, quarterly
      reviews and any non-audit services being provided.




G.  Be
      directly responsible for the appointment, determination of the compensation
      for,
      retention and oversight of the work of the registered public accounting firm
      (the “ **Independent
      Auditor** ”)
      engaged to conduct the audit (including resolution of disagreements between
      the
      Independent Auditors and management regarding financial reporting) or other
      audit, review or attest services. The Independent Auditors shall report directly
      to the Audit Committee.




H.  Pre-approve
      all audit services and permissible non-audit services by the Independent
      Auditors, as set forth in Section 10A of the Exchange Act and the rules and
      regulations promulgated thereunder by the Commission. The Audit Committee may
      establish pre-approval policies and procedures, as permitted by Section 10A
      of
      the Exchange Act and the rules and regulations promulgated thereunder by the
      Commission, for the engagement of Independent Auditors to render services to
      the
      Corporation, including but not limited to policies that would allow the
      delegation of pre-approval authority to one or more members of the Audit
      Committee, provided that any pre-approvals delegated to one or more members
      of
      the Audit Committee are reported to the Audit Committee at its next scheduled
      meeting.




I.  Review
      the Corporation’s hiring policies for hiring any employees or former employees
      of the Independent Auditors.




J.  The
      Audit
      Committee shall: (i) ensure the receipt of a formal written statement from
      the
      Independent Auditors delineating all relationships between the Independent
      Auditor and the Corporation, consistent with Independence
      Standards Board Standard No. 1, including
      whether the provision by the Independent Auditors of permitted non-audit
      services is compatible with independence, (ii) actively engage in a dialogue
      with the Independent Auditor with respect to any disclosed relationships or
      services that may impact the objectivity and independence of the auditor, and
      (iii) be
      responsible for ensuring the independence of the Independent
      Auditors.




K.  For
      each
      of the first three (3) fiscal quarters and at year end, at an Audit Committee
      meeting, review with management the financial results, the proposed earnings
      press release and formal guidance which the Corporation may plan to offer,
      and
      review with the Independent Auditors the results of their review of the interim
      financial information and audit of the annual financial statements.




L.  Review
      management’s analysis of any significant accounting issues, changes, estimates,
      judgments or unusual items relating to the financial statements and the
      selection, application and effects of critical accounting policies applied
      by
      the Corporation (including an analysis of the effect of alternative GAAP
      methods) and review with the Independent Auditors the reports on such subjects
      delivered pursuant to Section 10A(k) of the Exchange Act and the rules and
      regulations promulgated thereunder by the Commission.




M.  Following
      completion of the annual audit, review separately with the Independent Auditors
      and management any significant difficulties encountered during the course of
      the
      audit.




N.  Engage
      and determine funding for such independent professional advisers and counsel
      as
      the Audit Committee determines are appropriate to carry out its functions.
      The
      Corporation shall provide appropriate funding to the Audit Committee, as
      determined by the Audit Committee, for payment of: (i) compensation to the
      Independent Auditors for services approved by the Audit Committee, (ii)
      compensation to any outside advisers retained by the Audit Committee, and (iii)
      ordinary administrative expenses of the Audit Committee that are necessary
      or
      appropriate in carrying out its duties.




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O.  Report
      to
      the Board on a regular basis on the major events covered by the Audit Committee
      and make recommendations to the Board and management concerning these
      matters.




P.  Perform
      any other activities consistent with this Charter, the Corporation’s Articles of
      Incorporation or Bylaws and governing law as the Audit Committee or the Board
      deems necessary or appropriate, including but not limited to the Corporation’s
      legal and regulatory compliance.




Q.  At
      the
      direction of the Board, approve certain related party transactions, as defined
      by applicable rules of the AMEX, to which the Corporation is a
      party.




R.  Establish
      procedures for: (i) the receipt, retention, and treatment of complaints received
      by the Corporation regarding accounting, internal accounting controls, or
      auditing matters, and (ii) the confidential, anonymous submission by employees
      of concerns regarding questionable accounting or auditing matters. The Audit
      Committee shall also review, assess, and approve the Corporation’s
      Whistle-Blower Policy and Procedures, attached as Exhibit
      A hereto.




S.  Review:
      (i) the status of compliance with laws, regulations, and internal procedures;
      and (ii) the scope and status of systems designed to promote the Corporation’s
      compliance with laws, regulations and internal procedures, through review of
      reports from management, legal counsel and third parties as determined by the
      Audit Committee.




**4.**  **Operations
      of the Audit Committee**




**Meetings.** The
      Audit Committee will meet on quarterly basis and will hold special meetings
      as
      circumstances require. The timing of the meetings to be scheduled for an
      upcoming fiscal year shall be determined by the Audit Committee prior to the
      beginning of such fiscal year. A calendar of proposed meetings will be reviewed
      by the Audit Committee at the same time as the annual Audit Committee Charter
      review. The calendar shall include appropriate meetings to be held separately
      with representatives of the Independent Auditors, management, including a
      meeting to conduct the reviews required under Section 3.13 above. In addition,
      the Audit Committee will meet at any time that the Independent Auditors believe
      communication to the Audit Committee is required. The Audit Committee may
      request any officer or employee of the Corporation or the Corporation’s outside
      counsel or Independent Auditors to attend a meeting of the Audit Committee
      or to
      meet with any members of, or consultants to, the Audit Committee. The Audit
      Committee is governed by the same rules regarding meetings (including meetings
      by conference telephone or similar communications equipment), action without
      meetings, notice, waiver of notice, and quorum and voting requirements as are
      applicable to the Board. Minutes of each meeting of the Audit Committee shall
      be
      prepared and distributed to each Director of the Corporation after each meeting.




**Delegation** .
      Except
      as otherwise prohibited by law, the Corporation’s Articles of Incorporation or
      the Corporation’s Bylaws, the Audit Committee may, in its discretion, delegate
      all or a portion of its duties and responsibilities to a subcommittee or any
      member of the Audit Committee. Without limiting the generality of the foregoing,
      the Audit Committee may, in its discretion, delegate to one or more of its
      members the authority to pre-approve any audit or non-audit services to be
      performed by the Independent Auditors, provided that any such approvals are
      presented to the Audit Committee at its next scheduled meeting.




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**Exhibit
      “A”**


**To
      the Audit Committee Charter of Stratos Renewables
      Corporation**





**WHISTLE-BLOWER
      POLICY AND PROCEDURES**





**Adopted
      April 11, 2008**





The
      Audit
      Committee (the “ **Audit
      Committee** ”)
      of
      Stratos Renewables Corporation, a Nevada corporation (the “ **Corporation** ”)
      hereby
      adopts the following policies and procedures pursuant to the Corporation’s Audit
      Committee Charter (the “ **Charter** ”)
      ,
      applicable United States securities laws and the United States Securities and
      Exchange Commission (the " **Commission** ").
        The purpose of this policy is to encourage all employees to disclose
      any wrongdoing that may adversely impact the Corporation, the Corporation's
      customers, stockholders, employees, investors, or the public at large. This
      policy also sets forth: (i) an investigative process of reported acts of
      wrongdoing and retaliation and (ii) procedures for reports of questionable
      auditing, accounting and internal control matters from employees on a
      confidential and anonymous basis and from other interested third
      parties.




**1.**  **Policy
      and Procedures**




**Complaints
      Regarding Accounting, Internal Accounting Controls and Auditing
      Matters.** The Audit Committee shall receive, retain, investigate and act on complaints
      and
      concerns of employees regarding questionable accounting, internal accounting
      controls and auditing matters, including those regarding the circumvention
      or
      attempted circumvention of internal accounting controls or that would otherwise
      constitute a violation of the Corporation’s accounting policies (an
“ **Accounting
      Allegation** ”).
      At
      the discretion of the Audit Committee, responsibilities of the Audit Committee
      created by these procedures may be delegated to any member of the Audit
      Committee or to a subcommittee of the Audit Committee.




**Complaints
      Regarding Code of Business Conduct and Ethics.** Except as provided in the preceding paragraph, any complaint of alleged
      violations of the Code of Ethics (an “ **Ethics
      Allegation** ”)
      shall
      be promptly reported to the Corporation’s Audit Committee. Unless the
      Chairperson of the Audit Committee determines that a special meeting of the
      Committee is required, the Chairperson shall provide information about the
      complaint to the Audit Committee at its next regularly scheduled meeting. The
      Chairperson shall promptly initiate an investigation of the complaint and,
      with
      the advice and assistance of such other officers as appropriate, oversee such
      investigation.  A summary of all complaints of violations of the Code shall
      be reported to the Audit Committee at least annually.




**Procedure
      for receiving Accounting and Ethics Allegations.** Any Accounting Allegation or Ethics Allegation that is made directly to
      management, whether openly, confidentially or anonymously, shall be promptly
      reported to the  Audit Committee.  Each Accounting Allegation or
      Ethics Allegation forwarded to the Audit Committee, by management and each
      Accounting Allegation or Ethics Allegation that is made directly to the Audit
      Committee, whether openly, confidentially or anonymously, shall be reviewed
      by
      the Audit Committee, who may, in their discretion, consult with any member
      of
      management or employee whom they believe would have appropriate expertise or
      information to assist the Audit Committee. The Audit Committee shall determine
      whether the Audit Committee or management should investigate the Accounting
      Allegation or Ethics Allegation. If Management is investigating the Accounting
      Allegation or Ethics Allegation, Management shall be free in its discretion
      to
      engage outside auditors, counsel or other experts to assist in the investigation
      and in the analysis of results. If the Audit Committee
      determines that it should investigate the Accounting Allegation or Ethics
      Allegation, the Audit Committee shall promptly determine what professional
      assistance, if any, it needs in order to conduct the investigation. The Audit
      Committee shall be free in its discretion to engage outside auditors, counsel
      or
      other experts to assist in the investigation and in the analysis of
      results.




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**Attorney
      Complaints Regarding Securities Laws and Fiduciary
      Obligations.** Any
      complaint by attorneys representing the Corporation of any past, current or
      imminent material violation of the United States securities law by the
      Corporation, material breach of a fiduciary duty under United States law by
      a
      director, officer, employee or agent of the Corporation, or similar material
      violation of United States law shall be promptly reported to and investigated
      by
      the Chairperson of the Audit Committee. The legal counsel shall promptly provide
      information about any such complaint to the Chairperson of the Audit Committee
      and, unless the Chairperson of the Audit Committee determines that a special
      meeting of the Committee is required, shall provide information about the
      complaint to the Audit Committee at its next regularly scheduled meeting.




**Documentation
      and Retention.** The
      Corporation shall maintain documentation of all complaints of alleged violations
      of the Corporation’s Code of Ethics, complaints regarding the Corporation’s
      accounting, internal accounting controls or auditing matters, any anonymous
      submissions by Corporation employees of concerns regarding questionable
      accounting or auditing matters and complaints by attorneys representing the
      Corporation of material violations of securities laws and fiduciary duties.
      The
      documentation shall include any written submissions provided by the complaining
      employees or third parties, any other Corporation documents identified in the
      complaint or by the Corporation as relevant to the complaint, a summary of
      the
      date and manner in which the complaint was received by the Corporation and
      any
      response by the Corporation to the complaint. All such documentation shall
      be
      retained by the Corporation for a minimum of five (5) years from the date of
      receipt of the complaint. Confidentiality will be maintained to the fullest
      extent practicable depending on the requirements of the investigation.




**Non-Retaliation.** No
      adverse action will be taken against any employee or other individual for making
      a complaint or disclosing information in good faith under this policy.




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