**STRATOS
      RENEWABLES CORPORATION**


**a
      Nevada corporation**




**COMPENSATION
      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 Compensation Committee (the “ **Compensation
      Committee** ”)
      as of
      the date first written above.




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




The
      purpose of the Compensation Committee of the Corporation shall be to discharge
      the Board’s responsibilities relating to compensation of the Company’s chief
      executive officer and other executive officers and to produce an annual report
      on executive compensation for inclusion in the Company’s proxy statement, in
      accordance with applicable rules and regulations promulgated by the Securities
      and Exchange Commission (the “ **Commission** ”).
      The
      Compensation Committee has overall responsibility for overseeing the
      Corporation’s compensation and benefits policies generally, evaluating senior
      executive performance and reviewing the Corporation’s management succession
      plan, and recommending compensation for the Corporation’s chief executive
      officer and other executive officers to the Board for
      determination.




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




**Number
      and Qualifications.** The
      Compensation Committee shall initially be comprised of not less than three
      (3)
      Directors. Each Director who serves on the Compensation 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
      Compensation Committee may be increased or decreased by the Board.




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




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




**Compensation
      and Benefits in General.** The
      Compensation Committee shall review and make recommendations to and for the
      approval of the Board regarding the Corporation’s compensation and benefits
      policies generally (subject, if applicable, to stockholder ratification),
      including reviewing and recommending any incentive-compensation plans and
      equity-based plans of the Corporation. In reviewing such compensation and
      benefits policies, the Compensation Committee may consider the recruitment,
      development, promotion, retention and compensation of senior executives and
      other employees of the Corporation and any other factors that it deems
      appropriate. The Compensation Committee shall report the results of such review
      and recommend action with respect to the Corporation’s compensation and benefits
      policies to the Board.




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**Executive
      Compensation** .
      The
      Compensation Committee shall recommend compensation for the chief executive
      officer and other executive officers of the Corporation annually and as
      vacancies or newly created positions occur. The Compensation Committee shall
      review and make recommendations to and for the approval of the Board regarding
      compensation for each of the Corporation’s senior executives, including his or
      her annual base salary level, annual incentive compensation, long-term incentive
      compensation, employment, severance and change-in-control agreements, if any,
      and any other compensation, ongoing perquisites or special benefit items.




In
      so
      reviewing and making such recommendations regarding executive compensation,
      the
      Compensation Committee shall, among other things, **** identify
      corporate goals and objectives relevant to executive compensation, **** evaluate
      each executive’s performance in light of such goals and objectives and set each
      executive’s compensation based on such evaluation and such other factors as the
      Compensation Committee deems appropriate and in the best interests of the
      Corporation (including the cost to the Corporation of such compensation),
      and **** determine
      any long-term incentive component of each executive’s compensation based on
      awards given to such executive in 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 Compensation
      Committee deems appropriate and in the best interests of the Corporation
      (including the cost to the Corporation of such compensation).




The
      Compensation Committee shall report the results of such review and make
      recommendations with respect to the compensation of the Corporation’s senior
      executives to the Board. **** The
      Compensation Committee may delegate to one or more officers of the Corporation
      the authority to make grants and awards to any non-Section 16 officer of the
      Corporation under such of the Corporation’s incentive-compensation or other
      equity-based plans as the Compensation Committee deems appropriate and in
      accordance with the terms of such plans.




**Disclosure.** The
      Compensation Committee shall produce the report on executive compensation that
      the Commission requires to be included in the Corporation’s annual proxy
      statement. **** 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 is
      available in print to stockholders upon request, if required under applicable
      rules and regulations.




**Reporting
      to the Board.** The
      Compensation Committee shall make regular reports to the Board. These reports
      will include a review of any recommendations or issues that arise with respect
      to the Corporation’s compensation and benefits policies, executive and director
      compensation, performance of management and management succession planning
      and
      any other matters that the Compensation 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 Nominating and Corporate Governance
      Committee and Board for review and approval.




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




**Meetings.** The
      Compensation Committee shall meet as often as it determines is appropriate
      to
      carry out its responsibilities under this Charter. The chairman of the
      Compensation Committee, in consultation with the other Compensation Committee
      members, shall determine the frequency and length of the Compensation Committee
      meetings, and shall set meeting agendas consistent with this Charter. No senior
      executive should attend that portion of any meeting where such executive’s
      performance or compensation is discussed, unless specifically invited by the
      Compensation Committee. The Compensation 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.




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**Outside
      Consultants.** The
      Compensation Committee has the sole authority to retain and terminate any
      compensation consultant assisting the Compensation Committee in the evaluation
      of chief executive officer or senior executive compensation, including sole
      authority to approve all such compensation 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 Compensation Committee may delegate all or a
      portion of its duties and responsibilities to a subcommittee or any member
      of
      the Compensation Committee when it deems appropriate and in the best interest
      of
      the Corporation.




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