Exhibit
        10.1

    

    
 

    EXECUTIVE
      EMPLOYMENT AGREEMENT

    


    This
      Executive Employment Agreement (“Agreement”) is entered into as
      of May 5,
      2008
      (“Effective Date”) by and between Thomas Snyder, an individual (“Executive”),
      and Stratos Renewables Corporation, a Nevada corporation (“Company”). Company
      and Executive are each a “Party” to this Agreement and are sometimes
      collectively referred to as “Parties.”

    


    In
      consideration of the mutual covenants and agreements contained in this
      Agreement, and for other good and valuable consideration, the receipt and
      sufficiency of which is hereby acknowledged, Company and Executive agree as
      follows:

    


    1. Employment.
      Company
      employs Executive, and Executive agrees to be employed by Company, upon the
      terms and conditions set forth in this Agreement beginning on the Effective
      Date
      and continuing for two (2) years, until May 5,
      2010,
      or such
      earlier date on which Executive’s employment is terminated under Section 4 of
      this Agreement (the “Term”). Thereafter, this Agreement shall automatically be
      renewed and the Term extended for additional consecutive terms of one (1) year
      (each a “Renewal Term”), unless such renewal is objected to by either Company or
      Executive upon ninety (90) days written notice prior to the commencement of
      the
      next Renewal Term.

    


    2. Duties.

    


    2.1 Basic
      Duties.
      

    


    Executive
      agrees to serve as President of the Company, however his duties and
      responsibilities will be limited to the supervision, coordination and completion
      of all elements of the Company’s ethanol project in Peru. Notwithstanding the
      responsibilities usually invested in the President of a United States Company,
      his responsibilities shall be limited to the foregoing. 

    


    2.2 Time
      Directed to Employment.

     

    The
      parties acknowledge the position as president as hereinafter provided. Executive
      will donate such time to the project as he in his sole discretion deems
      necessary to perform his duties. Executive will perform his duties and
      responsibilities faithfully, diligently and to the best of his abilities.


    


    2.3 No
      Conflicting Agreements.

    


    Executive
      represents and warrants that his performance of his duties under this Agreement
      does not and will not breach any other agreement, including any confidentiality
      or non-disclosure agreements with prior employers or other persons. Executive
      represents and warrants that he has not entered into, and will not enter into,
      any agreement, either written or oral, in conflict with this Agreement.
      Executive represents and warrants that he has disclosed to Company any actual
      or
      potential conflicts.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    2.4 Duty
      of Loyalty.

    


    Executive
      acknowledges and agrees that Executive owes a fiduciary duty of loyalty,
      fidelity and allegiance to act at all times in the best interests of Company
      and
      to do no act which would intentionally injure Company’s business, its interests,
      or its reputation. Executive understands that it is Company’s policy to conduct
      its business according to the highest ethical and legal standards and agrees
      to
      uphold those standards of business conduct and ethical principles, and comply
      with all applicable laws and regulations and Company’s policies.

    


    2.5 Place
      of Performance.

    


    Executive
      shall be based at his domicile, except for required travel on Company’s business
      as needed with principle activities in Peru. 

    


    3. Compensation
      and Method of Payment.

    


    3.1 Total
      Compensation.
      

    


    As
      compensation under this Agreement, Company will pay and Executive will accept
      the following:

    


    3.1.1. For
      each
      year of this Agreement, measured from the Effective Date, base compensation
      (“Base Salary”) of Two Hundred Fifty Thousand Dollars ($250,000.00); provided,
      however, that Company will review Executive’s Base Salary and may in its sole
      discretion increase Executive’s Base Salary, subject to the approval of the
      Board of Directors. 

    


    3.1.2. Company
      will pay Executive a bonus in the amount of Two Hundred Fifty Thousand Dollars
      ($250,000.00) on each anniversary date of this Agreement for so long as
      Executive continues to be employed by the Company. 

    


    3.1.3.
       Company
      will pay Executive an additional incentive bonus in an amount and based on
      performance to be determined by the Company’s compensation
      committee.

    


    3.1.4. During
      the Term, Executive is eligible for incentive bonuses which may be awarded
      by
      Company based on milestones, with the approval of the Compensation Committee
      of
      the Board of Directors, in its sole discretion.

    


    3.1.5. Executive
      Expenses. Company will pay or reimburse Executive for all expenses incurred
      by
      Executive on behalf of, or conducting business on behalf of, the Company’s
      business including, but not limited to, the following: (a) all travel and
      entertainment expenses, all air travel to be business class (or first class
      if
      there is no business class); (b) unlimited travel between Executive’s residence
      and any location at which he conducts his duties; (c) provide Executive with
      a
      suitable apartment for his use while in Peru; (d) reimburse Executive for any
      local taxes which may be incurred in Peru; and (e) reasonable attorney and
      accounting fees in connection with compliance with United States law and
      regulations, including but not limited to Securities Tax, Trade and Corporate
      compliance. 

     

    
      
        
        

      

      
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    3.1.6. 
      Executive will be entitled to participate in employee fringe benefits, health
      insurance, life insurance and other programs which Company may adopt from
      time-to-time for executives of the Company. Participation will be in accordance
      with any plans and any applicable policies adopted by the Company. 

    


    3.1.7. Company
      will provide director and/or officer insurance in form and amount satisfactory
      to both Executive and Company. Upon issuance of such policy it cannot be amended
      or terminated without Executive’s consent. 

    


    3.2 Payment
      of Compensation. 

    


    Company
      will pay Executive Base Salary in twelve equal monthly installments, commencing
      with the first day of May, 2008. Withholding taxes shall be determined in accord
      with applicable U.S. tax law applied to a non-resident U.S.
      citizen.

    


    4. Termination
      of Agreement.

    


    This
      Agreement and all obligations under this Agreement (except those obligations
      which expressly survive the termination of this Agreement) will terminate upon
      the earliest to occur of any of the following: 

    


    4.1 By
      Expiration.
      This
      Agreement and the employment of Executive will terminate at the expiration
      of
the Term or any Renewal Term. 

    


    4.2 Termination
      for Cause by Company.
      Company
      may terminate Executive at any time if it believes in good faith that it has
      Cause (as defined below) to terminate Executive. “Cause” shall include, but not
      be limited to:

    


    4.2.1. Executive’s
      gross negligence and/or willful misconduct with respect to Company and/or its
      subsidiaries and affiliates, and/or their predecessors and successors;


    


    4.2.2. Executive’s
      refusal to follow Company’s lawful directions or substantial and repeated
      failure to perform Executive’s duties as defined in Paragraph 2 hereof;
      provided, that with respect to any violation of this Section 4.2.2 that is
      subject to cure, Executive will have the right, within thirty (30) calendar
      days
      after receipt of written notice from Company, to cure such event or circumstance
      giving rise to the violation, in the event of which such event or circumstance
      shall be deemed to not constitute Cause; 

    


    4.2.3. Executive’s
      commission of a felony; 

    


    4.2.4. Executive’s
      substantiated acts or omissions which constitute discriminatory, harassing
      or
      retaliatory conduct, theft, fraud, dishonesty, including Executive’s violation
      of restrictive covenants in Section 5 of this Agreement. With respect to
      violation of the restrictive covenants in Section 5 of this Agreement, no
      violation is effected until a final adjudication by a court. 

     

    
      
        
        

      

      
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    4.2.5. Executive
      shall have been repeatedly or habitually intoxicated or under the influence
      of
      drugs while on the premises of Company or while performing any of his duties
      or
      obligations.

    


    4.3 Resignation
      by Executive.
      

    


    Executive
      has the right to resign Executive’s engagement for Good Reason upon ninety (90)
      calendar days’ prior written notice to Company (the “Resignation Notice”). On
      Executive’s last day of the engagement, concurrently with his resignation,
      Company will deliver a signed general mutual release form to Executive. If
      Executive executes and delivers the general mutual release form to Company
      within thirty (30) calendar days after Executive’s receipt thereof and does not
      revoke such general release form pursuant to any applicable revocation periods,
      then Company will pay Executive Special Severance Pay as defined in this
      Agreement within ten (10) business days after the date of Executive’s execution
      and delivery of such release and the expiration of any revocation period. If
      Executive purports to resign without Good Reason and fails to render services
      under this Agreement, such act and such failure shall be a material breach
      of
      this Agreement and Company shall be entitled to terminate Executive for Cause.
      “Good Reason” means that, without Executive’s written consent, on or more of the
      following events occurred after Executive’s execution of this
      Agreement:

    


    4.3.1. Demotion.
      A
      material adverse change in Executive’s status, title or position as defined in
      Paragraph 2.

    


    4.3.2. Pay
      Cut.
      Executive’s annual Base Salary or annual bonus is reduced or not been
      paid.

    


    4.4. Termination
      for Disability, Death or a Reason Other Than For Cause.

    


    4.4.1. Executive’s
      employment will terminate immediately upon the death of Executive. 

    


    4.4.2. Except
      as
      prohibited by applicable law, Company may terminate Executive’s employment on
      account of Disability. “Disability” means a physical or mental illness, injury,
      or condition that prevents Executive from performing substantially all of
      Executive’s duties under this Agreement for at least ninety (90) consecutive
      calendar days or for at least one hundred twenty (120) calendar days, whether
      or
      not consecutive, in any three hundred and sixty-five (365) calendar day period,
      as certified by a physician selected by the Board of Directors in good
      faith.

    


    4.4.3. Company
      may terminate Executive’s employment without cause or for any reason by
      providing ninety (90) days notice subject to Section 4.5.3. 

     

    
      
        
        

      

      
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    4.5 Effect
      of Termination.

    


    4.5.1. Termination
      due to Expiration of Term or Renewal Term.
      If
      Executive’s employment is terminated due to the expiration of the Term or any
      Renewal Term pursuant to Section 4.1, Company will pay Executive accrued
      compensation and benefits due to Executive under Section 3 through the last
      day
      of Executive’s employment (“Accrued Benefits”). Except to the extent required by
      law, all other obligations and liabilities of Company shall terminate as of
      the
      effective date of any such termination.

    


    4.5.2. Termination
      by Company for Cause.
      In the
      event that Executive’s employment is terminated by Company for “Cause” pursuant
      to Section 4.2, Company will pay Executive Accrued Benefits required to be
      paid
      at termination by law. Except to the extent required by law, all other
      obligations and liabilities of Company shall terminate as of the effective
      date
      of any such termination.

    


    4.5.3. Termination
      by Company Without Cause, by Executive for Good Reason, or Termination Upon
      Death or Disability of Executive.
      If
      Executive (a) dies, (b) is terminated by Company for Disability or (c) is
      terminated by Company for a reason other than for Cause, then Company will
      pay
      Accrued Benefits to Executive or his personal representative or estate. In
      addition, Company will deliver an executed general mutual release form to
      Executive or his personal representative or estate promptly after such death
      or
      termination. If Executive or his personal representative or estate executes
      and
      delivers the general mutual release form to Company within thirty (30) calendar
      days after Executive’s (or his personal representative’s or estate’s) receipt
      and does not revoke such general release form pursuant to any applicable
      revocation periods, then Company shall make one (1) lump sum payment, within
      thirty (30) business days, of (i) one (1) full year of Base Salary plus any
      accrued unpaid bonuses and (ii) Base Salary for the remainder of the Term plus
      any accrued unpaid bonuses (the “Special Severance Payment”). Except to the
      extent required by law, all other obligations and liabilities of Company shall
      terminate as of the date of termination.

    


    4.5.4. Resignation
      as Board Member of Officer.
      Immediately upon the termination of Executive’s employment with Company,
      Executive will tender a written notice of Executive’s resignation from any and
      all offices of Company and all subsidiaries, affiliates or clients in which
      Executive represents Company in the capacity of an officer or director.
      Notwithstanding any failure by Executive to provide Company with such written
      notice of resignation within three (3) days after the date of the termination
      of
      Executive’s employment with Company, Executive hereby authorizes and directs the
      Board of Directors to accept Executive’s resignation from all said positions
      effective as of the date of termination of Executive’s employment.

    


    5. Property
      Rights and Obligations of Executive.

    


    5.1 Confidential
      Information.
      For
      purposes of this Agreement, “Confidential Information” includes any and all
      financial, cost and pricing information and any and all providers, brokers,
      marketing plans, advertising, contracts, potential contracts, strategies,
      forecasts, pricing, methods, practices, techniques, business plans and financial
      plans and information obtained in any drawings, designs, plans, proposals,
      customer lists, records of any kind, data, formulas, specifications, concepts
      or
      ideas, where such information is reasonably related to the business of Company,
      has been divulged to or learned by Executive during the term of his employment
      by Company, and has not previously been publicly released by duty authorized
      representatives of Company or otherwise lawfully entered the public
      domain.

     

    
      
        
        

      

      
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    5.2 Preservation
      of Trade Secrets.

    


    Executive
      will preserve as confidential all Confidential Information pertaining to
      Company’s business that have been obtained or learned by reason of his
      employment. Executive will not, without the prior written consent of Company,
      either use for his own or for any other person’s benefit or purposes or disclose
      or permit disclosure to any third parties, either during the Term or thereafter
      (except as required in fulfilling the duties of his employment), any
      Confidential Information. Executive may only use Company’s trade names and
      trademarks in connection with Company’s products and services, in such manner
      and for such purposes as may be authorized by Company. Upon termination of
      this
      Agreement, Executive immediately will cease the use of such trade names and
      trademarks and eliminate them wherever they have been used or incorporated
      by
      Executive. In addition, Executive agrees that he will not disclose to Company
      or
      induce Company to use any trade secrets belonging to any third party. Executive
      agrees that he will not disclose proprietary information belonging to a former
      employer or other entity without its written permission. Executive will
      indemnify and hold Company harmless from any liabilities, including defense
      costs, it may incur because Executive is alleged to have broken any of these
      promises or improperly revealed or used such proprietary information or to
      have
      threatened to do so, or if a former employer challenges Executive’s entering
      into this Agreement or rendering services pursuant to it. 

    


    5.2.1. Public
      Information.
      With
      respect to confidential information and Trade Secrets, paragraphs 5.1 and 5.2,
      it shall have no application in the event the information appears in the public
      domain or if Executive is required to disclose by oral question,
      interrogatories, request for information or documents, subpoenas, court orders,
      civil investigation, demand or similar process.

    


    5.3 Property
      of Company.
      Executive agrees that all documents, reports, files, analyses, drawings,
      designs, tools, equipment, plans (including, without limitation, marketing
      and
      sales plans), proposals, customer lists, computer software or hardware, and
      similar materials that are made by him or come into his possession by reason
      of
      and during the term of his employment with Company are the property of Company
      and will not be used by his in any way adverse to Company’s interests. Executive
      will not allow any such documents or things, or any copies, reproductions or
      summaries to be delivered to or used by any third party without the specific
      consent of Company. Executive agrees to immediately deliver to Company, upon
      demand, and in any event upon the termination of Executive’s employment, all of
      such documents and things which are in Executive’s possession or under his
      control.

     

    
      
        
        

      

      
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    5.4 Inventions.
      Intellectual property (including such things as all ideas, concepts, inventions,
      plans, developments, software, data, configurations, materials (whether written
      or machine-readable), designs, drawings, illustrations, and photographs, that
      may be protectable, in whole or in part, under any patent, copyright, trademark,
      trade secret, or other intellectual property law), developed, created,
      conceived, made, or reduced to practice during Executive’s employment with
      Company (except intellectual property that has no relation to Company that
      Executive developed, etc., purely on Executive’s own time and at Executive’s own
      expense), shall be the sole and exclusive property of Company, and Executive
      hereby assigns all of Executive’s rights, title, and interest in any such
      intellectual property to Company. Company and Executive acknowledge that any
      provision in this Agreement requiring Executive to assign his rights in any
      intellectual property work product does not apply to: (i) an invention which
      was
      developed by Executive prior to the start of Executive’s employment with
      Company; and (ii) an invention which otherwise qualifies under the provisions
      of
      California Labor Code Section 2870.1  

     

    5.5 Non-Solicitation
      and Non-Disparagement by Executive.

    


    5.5.1. Non-Compete
      and Non-Solicitation of Customers.
      Executive acknowledges that in the course of his employment, he will learn
      about
      Company, its subsidiaries or any of its affiliates’ (collectively, the “Company
      Group”) business, services, materials, programs and products and the manner in
      which they are developed, marketed, served and provided. Executive knows and
      acknowledges that Company Group has invested considerable time and money in
      developing its programs, agreements, officers, representatives, services,
      products and marketing techniques and that they are unique and original.
      Executive further acknowledges that Company Group must keep secret all pertinent
      information divulged to Executive about Company Group business concepts, ideas,
      programs, plans and processes, so as not to aid Company Group’s competitors.
      Accordingly, Company Group is entitled to the following protection, which
      Executive agrees is reasonable: Executive agrees that during the Term and for
      a
      period of one (1) year following the termination of his employment, which period
      shall automatically be extended by a period of time equal to any period in
      which
      Executive is in breach of any obligations under Section 5 of this Agreement,
      Executive will not, on his own behalf or on behalf of any person, firm,
      partnership, association, corporation, or other business organization, entity
      or
      enterprise, use any Company Confidential Information to call on any of the
      customers of the Employer for the purpose of soliciting or inducing any of
      such
      clients to take away or to divert or direct their business to Executive or
      any
      other person or entity by or with which the Employee is employed, associated,
      affiliated or otherwise related.

    


    5.5.2. Non-Solicitation
      of Employees.
      During
      the Term, and for one (1) year following the date of termination for any reason,
      which period shall automatically be extended by a period of time equal to any
      period in which Executive is in breach of any obligations under Section 5 of
      this Agreement, Executive shall not solicit, hire or attempt to hire any
      employee of Company or any person who was an employee of Company at any time
      during the six (6) months immediately prior to the termination date of
      Employee’s employment, assist in such hiring by any other Person, encourage any
      such employee to terminate his or her relationship with Company. 

     

    
      

      
        1
          Section
          2870 provides: (a) Any provision in an employment agreement which provides
          that
          an employee shall assign, or offer to assign, any of his or her rights
          in an
          invention to his or her employer shall not apply to an invention that the
          employee developed entirely on his or her own time without using the employer’s
          equipment, supplies, facilities, or trade secret information except for
          those
          inventions that either: (1) Relate at the time of conception or reduction
          to
          practice of the invention to the employer’s business, or actual or demonstrably
          anticipated research or development of the employer; or (2) Result from
          any work
          performed by the employee for the employer. (b) To the extent a provision
          in an
          employment agreement purports to require an employee to assign an invention
          otherwise excluded from being required to be assigned under subdivision
          (a), the
          provision is against the public policy of this state and is
          unenforceable

      

    

     

    
      
        
        

      

      
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    5.6 Survival
      Provisions and Certain Remedies.
      The
      provisions of this Section 5 will survive the termination of this Agreement.
      Executive acknowledges that (a) Executive’s services are of a special, unique
      and extraordinary character and it would be very difficult or impossible to
      replace them, (b) this Section’s terms are reasonable and necessary to protect
      Company’s legitimate interests, (c) this Section’s restrictions shall not
      prevent Executive from earning or seeking a livelihood, (d) this Section’s
      restrictions shall apply wherever permitted by applicable law and (e)
      Executive’s violation of any of this Section’s terms would irreparably harm
      Company. Accordingly, Executive agrees that, if Executive violates any of the
      provisions of this Section, Company shall be entitled to, in addition to other
      remedies available to it, an injunction to be issued by any court of competent
      jurisdiction restraining Executive from committing or continuing any such
      violation, without the need to prove the inadequacy of money damages or post
      any
      bond for any other undertaking. Executive may also bring action for injunction
      related to enforcement or interpretation of this Section 5. The covenants in
      this Section 5 will be construed as separate covenants and to the extent any
      covenant will be judicially unenforceable, it will not affect the enforcement
      of
      any other covenant. 

    


    6. General
      Provisions.

    


    6.1 Notices.

    


    Any
      notices or other communications required or permitted to be given under this
      Agreement must be in writing and addressed to Company or Executive at the
      addresses below, or at such other address as either Party may from time to
      time
      designate in writing. Any notice or communication that is addressed as provided
      in this Section will be deemed given (a) upon delivery, if delivered personally
      or via certified mail, postage prepaid, return receipt requested; or (b) on
      the
      first business day of the receiving party after the transmission if by facsimile
      or after the timely delivery to the courier, if delivered by overnight courier.
      Other methods of delivery will be acceptable only upon proof of receipt by
      the
      Party to whom notice is delivered. 

    


    To
      Company:

    Stratos
      Renewables Corporation

    9440
      Santa Monica Boulevard, Suite 401

    Beverly
      Hills, CA 90210

    Fax
      No.
      310-919-3044

    ATTN:
      Secretary

    


    To
      Executive:

    Thomas
      Snyder

    To
      the
      office of Stratos Renewables Corporation

    Lima,
      Peru

     

    
      
        
        

      

      
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    With
      copy to:

    John
      J.
      Kelley, Jr., Esq.

    Kohnen
      & Patton LLP

    201
      East
      Fifth Street, Suite 800

    Cincinnati,
      Ohio 45202

     

    6.2 Choice
      of Law and Forum.
      

    


    Except
      as
      expressly provided otherwise in this Agreement, this Agreement will be governed
      by and construed in accordance with the laws of the State of California and
      both
      Parties consent to the personal jurisdiction of the courts of the State of
      California. Each Party further agrees that personal jurisdiction over it may
      be
      effected by service or process by any means of delivery provided in Section
      6,
      and that when so made shall be as if served upon it personally.

    


    6.3 Entire
      Agreement: Modification and Waiver.

    


    This
      Agreement supersedes any and all other agreements, whether oral or in writing,
      between the Parties with respect to the employment of Executive by Company
      and
      contains all covenants and agreements between the Parties relating to such
      employment in any manner whatsoever. Each Party to this Agreement acknowledges
      that no representations, inducements, promises, or agreements, oral or written,
      have been made by any Party, or anyone acting on behalf of any Part, that are
      not embodied herein, and that no other agreement, statement, or promise not
      contained in this Agreement will be valid or binding. Any modification of this
      Agreement will be effective only if it is in writing signed by the Party to
      be
      charged. No waiver of any of the provisions of this Agreement will be deemed,
      or
      will constitute, a waiver of any other provision, whether or not similar, nor
      will any waiver constitute a continuing waiver. No waiver will be binding unless
      executed in writing by the Party making the waiver. 

    


    6.4 Assignment.

    


    This
      Agreement may not be assigned in whole or in part by Executive without the
      prior
      written consent of Company. Company may not assign its rights under this
      Agreement without the consent of Executive. This Agreement will be binding
      on,
      and will inure to the benefit of, the Parties and their respective heirs,
      legatees, executors, administrators, legal representatives, successors and
      assigns.

    


    6.5 Severability.

    


    All
      sections, clauses and covenants contained in this Agreement are severable,
      and
      in the event any of them shall be held to be invalid by any court, this
      Agreement shall be interpreted as if such invalid sections, clauses or covenants
      were not contained herein. The invalidity or unenforceability of any provision
      of this Agreement shall not affect the validity or enforceability of any other
      provision of this Agreement, which shall remain in full force and
      effect.

     

    
      
        
        

      

      
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    6.6. Representation
      by Counsel: Interpretation.

    


    Company
      and Executive acknowledges that each Party to this Agreement has had the
      opportunity to be represented by counsel in connection with this Agreement
      and
      the matters contemplated by this Agreement. Accordingly, any rule of law or
      decision which would require interpretation of any claimed ambiguities in this
      Agreement against the Party that drafted it has no application and is expressly
      waived. In addition, the term “including” and its variations are always used in
      the non-restrictive sense (as if followed by a phrase such as “but not limited
      to”). The provisions of this Agreement will be interpreted in a reasonable
      manner to affect the intent of the Parties.

    


    6.7. Corporate
      Authority.

    


    Company
      represents and warrants as of the Effective Date that Company’s execution and
      delivery of this Agreement to Executive and the carrying out of the provisions
      of the Agreement have been duly authorized by Company’s Board of Directors and
      authorized by Company’s shareholders as appropriate.

    


    6.8. Expenses
      of this Agreement.
      

    


    Each
      Party shall be responsible for its respective costs and expenses incurred by
      such party in connection with the preparation and review of this Agreement;
      provided, however, that, upon the receipt by Company of invoices, Company shall
      reimburse Executive for reasonable attorneys’ fees up to a sum of Twelve
      Thousand Five Hundred Dollars ($12,500.00) incurred by Executive in connection
      with the negotiation and documentation of this Agreement and other agreement
      for
      benefits granted to Executive in connection with this Agreement. 

    


    6.9. Section
      409A Compliance.

    


    Unless
      otherwise expressly provided, any payment of compensation by Company to
      Executive, whether pursuant to this Agreement or otherwise, shall be made on
      or
      before the fifteenth (15th)
      day of
      the third (3rd)
      month
      after the later of the end of the calendar year or the end of Company’s fiscal
      year in which Executive’s right to such payment vests (i.e.,
      is not
      subject to a “substantial risk of forfeiture” for purposes of Code - Section
      409A of the Code and the regulations thereunder (“Section 409A”)). To the extent
      that any severance payments (including payments on termination for “Good
      Reason”) come within the definition of “involuntary severance” under Section
      409A, such amounts up to the lesser of two times Executive’s annual compensation
      for the year preceding the year of termination as determined under Section
      409A
      or two times the limit under Code Section 401(a)(17) for the year of
      termination, shall be excluded from “deferred compensation” as allowed under
      Section 409A, and shall not be subject to the Section 409A compliance
      requirements in the following paragraph.

     

    
      
        
        

      

      
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    All
      payments of “nonqualified deferred compensation” (within the meaning of Section
      409A) by Company to Executive are intended to comply with the requirements
      of
      Section 409A, and shall be interpreted consistent therewith. Neither party
      individually or in combination may accelerate any such deferred payment, except
      in compliance with Section 409A, and no amount shall be paid prior to the
      earliest date on which it is permitted to be paid under Section 409A. In the
      event that Executive is determined to be a “key employee” (as defined in Code
      Section 416(i) (without regard to paragraph (5) thereof) of Company at a time
      when its stock is deemed to be publicly traded on an established securities
      market for purposes of Section 409A, payments determined to be “nonqualified
      deferred compensation” payable following termination of employment shall be made
      no earlier than the earlier of (i) the last day of the sixth (6th)
      complete calendar month following such termination of employment, or (ii)
      Executive’s death, consistent with the provisions of Section 409A. Any payment
      delayed by reason of the prior sentence shall be paid out in a single lump
      sum
      at the end of such required delay period in order to catch up to the original
      payment schedule. Notwithstanding anything herein to the contrary, no amendment
      may be made to this Agreement if it would cause the Agreement or any payment
      hereunder not to be in compliance with Section 409A. It is the intent that
      the
      Parties that the Agreement be interested to comply in all respects with Code
      Section 409A, however, Company shall have no liability or further obligation
      to
      Executive in the event taxes or excise taxes may ultimately be determined to
      be
      applicable to any payment under this Agreement. 

    


    6.10 Taxes.
      

    


    Company
      shall withhold taxes from payments it makes pursuant to this Agreement as
      required by United States laws as applied to a non-resident United States
      citizen. No withholding shall be made with respect to laws of Peru or the State
      of California. Withholding shall be made in consultation with the Executive.
      

    


    6.11 Headings
      and Captions.

    


    Headings
      and captions are included for purposes of convenience only and are not a part
      of
      the Agreement.

    


    6.12 Counterparts.
      

    


    This
      Agreement may be executed simultaneously in one or more counterparts, each
      of
      which will be deemed an original, but all of which together will constitute
      one
      instrument. This Agreement may be executed and delivered by facsimile and/or
      PDF
      signature which will be valid and binding.

     

    
      
        
        

      

      
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    IN
      WITNESS WHEREOF,
      the
      parties have duly executed this Agreement as of the date first written
      above.

    

      
        	 	
                COMPANY:

              
	 	 	 	 	 
	 	
                STRATOS
                  RENEWABLES CORPORATION

              
	 	 	 	 	 
	 	 	 	 	 
	 	
                By:

              	
                 
                  /s/ Valerie A. Broadbent

              
	 	 	 	 	 
	 	
                Name:

              	
                 
Valerie
                  A. Broadbent

              
	 	 	 	 	 
	 	
                Title:

              	
                 Corporate
                  Secretary

              
	 	 	 	 	 
	 	 	 	 	 
	 	
                EXECUTIVE:

              
	 	 	 	 	 
	 	 	 	 	 
	 	
                /s/
                  Thomas Snyder

              
	 	
                Thomas
                  Snyder, an Individual

              


      

       

      
        
          
          

        

        
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