**STRATOS
      RENEWABLES CORPORATION**


**a
      Nevada corporation**




**NOMINATING
      AND CORPORATE GOVERNANCE COMMITTEE CHARTER**




**Adopted
      April __, 2008**




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




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




The
      purpose of the Committee is to identify individuals qualified to become Board
      members and recommend to the Board director nominees for election at the next
      annual or special meeting of stockholders at which directors are to be elected
      or to fill any vacancies or newly created directorships that may occur between
      such meetings; **** recommend
      directors for appointment to Board committees; **** review
      and make recommendations to the Board regarding compensation for the
      Corporation’s directors; and **** develop
      and recommend to the Board the Corporate Governance Guidelines and Code of
      Business Conduct and Ethics of the Corporation and oversee compliance with
      such
      Guidelines and Code.




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




**Number
      and Qualifications.** The
      Committee shall initially be comprised of not less than three (3) Directors.
      Each Director who serves on the Committee must be affirmatively determined
      by
      the Board to satisfy the requirements established by the rules of the American
      Stock Exchange LLC (“ **AMEX** ”)
      to be
      considered an “independent” member of the Board. The number of members of the
      Committee may be increased or decreased by the Board.




**Appointment
      and Removal.** The
      chairman and members of the Committee will be appointed by and serve at the
      discretion of the Board. The chairman of the Committee should generally have
      served at least one (1) year on the Committee prior to becoming chairman. Each
      appointed member of the 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 Committee will have a chairman and sufficient members
      to
      satisfy the requirements set forth above relating to the number and
      qualifications of Committee members.




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




In
      addition to any other responsibilities which may be assigned from time to time
      by the Board, the Committee is responsible for the following
      matters.




**Board/Committee
      Nominees.** The
      Committee shall oversee searches for and identify qualified individuals for
      membership on the Corporation’s Board. The Committee shall recommend to the
      Board criteria for Board and Board committee membership, including, without
      limitation, judgment, diversity, age, skills, background and experience, and
      shall recommend individuals for membership on the Corporation’s Board and
      directors for appointment to the committees of the Board. In making its
      recommendations, the Committee shall: review candidates’ qualifications for
      membership and continuation on the Board or a committee of the Board (including
      a determination as to the independence of the candidate) based on the criteria
      established by the Board; periodically review the composition of the Board
      and
      its committees in light of the current challenges and needs of the Board and
      each committee, and determine whether it may be appropriate to add or remove
      individuals after considering issues of judgment, diversity, age, skills,
      background and experience; consider rotation of committee members and committee
      Chairmen; and consider any other factors that are set forth in the Corporation’s
      Corporate Governance Guidelines or are deemed appropriate by the
      Committee.




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The
      Committee may, at the request of the Board, from time to time, review: the
      appropriate skills and characteristics required of Board members in the context
      of the current make-up of the Board; and the continued appropriateness of Board
      membership of directors who retire or change their principal occupation or
      business association.




**Review
      of the Board and its Committees.** The
      Committee shall periodically review the size and responsibilities of the Board
      and its committees and recommend any proposed changes to the Board.




**Corporate
      Governance Matters.** The
      Committee shall develop and recommend to the Board the Corporate Governance
      Guidelines and Code of Business Conduct and Ethics for the Corporation. At
      least
      annually, the Committee shall review and reassess the adequacy of such Corporate
      Governance Guidelines and Code of Business Conduct and Ethics and recommend
      any
      proposed changes to the Board. The Committee shall be responsible for any tasks
      assigned to it in the Corporation’s Corporate Governance Guidelines and approved
      by the Board. The Committee shall oversee compliance with the Corporation’s
      Corporate Governance Guidelines and Code of Business Conduct and Ethics and
      report on such compliance to the Board. The Committee shall also review and
      consider any requests for waivers of the Corporation’s Corporate Governance
      Guidelines or Code of Business Conduct and Ethics for the Corporation’s
      directors, executive officers and other senior financial officers, and shall
      make a recommendation to the Board with respect to such request for a waiver.
      The Committee shall review and report to the Board regarding any actual or
      potential conflicts of interest involving directors and shall determine whether
      such director or directors may vote on any issue as to which there may be a
      conflict.




**Director
      Compensation.** The
      Committee shall review and make recommendations to and for the approval of
      the
      Board regarding compensation (including stock option grants and other
      equity-based compensation) for the Corporation’s directors. In so reviewing and
      making such recommendations regarding director compensation, the Committee
      shall: determine any long-term incentive component of director compensation
      based on the awards given to directors in the past years, the Corporation’s
      performance, stockholder return and the value of similar incentive awards
      relative to such targets at comparable companies and such other factors as
      the
      Committee deems appropriate and in the best interests of the Corporation
      (including the cost to the Corporation of such compensation); and evaluate
      the
      possibility that directors’ independence may be compromised if director
      compensation exceeds customary levels, if the Corporation makes substantial
      charitable contributions to an organization with which a director is affiliated,
      or if the Corporation enters into consulting contracts with (or provides other
      indirect forms of compensation to) a director or any organization with which
      a
      director is affiliated.




**Disclosure.** The
      Committee shall oversee the Corporation’s compliance with regulations requiring
      that waivers of the Corporation’s Code of Business Conduct and Ethics and
      conflicts of interests be promptly disclosed. The Committee shall oversee the
      Corporation’s compliance with regulations requiring that this charter and the
      Corporate Governance Guidelines be made available to stockholders without charge
      on the Corporation’s website. A copy of this charter will be made available to
      stockholders without charge and on the Corporation’s website, if required under
      applicable rules and regulations. The Corporation’s Annual Report on Form 10-K
      will state that this charter and the Corporate Governance Guidelines are
      available in print to stockholders upon request, if required under applicable
      rules and regulations.




**Reporting
      to the Board.**




The
      Committee shall report to the Board periodically. This report shall include
      a
      review of any




recommendations
      or issues that arise with respect to Board or committee nominees or membership,
      Board performance, corporate governance or any other matters that the Committee
      deems appropriate or is requested to be included by the Board. The Committee
      shall periodically review and assess the adequacy of this charter and recommend
      any proposed changes to the Board for approval.




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




**Meetings.** The
      Committee shall meet as often as it determines is appropriate to carry out
      its
      responsibilities under this Charter. The chairman of the Committee, in
      consultation with the other Committee members, shall determine the frequency
      and
      length of the Committee meetings, and shall set meeting agendas consistent
      with
      this Charter. The 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.




**Outside
      Consultants.** The
      Committee has the sole authority to retain and terminate outside consultants
      or
      search firms to assist the Committee in identifying Director candidates,
      including sole authority to approve all such consultant’s fees and other
      retention terms.




**Delegation** .
      Except
      as otherwise prohibited by law, the Corporation’s Articles of Incorporation or
      the Corporation’s Bylaws, the Committee may delegate all or a portion of its
      duties and responsibilities to a subcommittee or any member of the Committee
      when it deems appropriate and in the best interest of the Corporation.




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