Exhibit
        10.2

      
 

    

    AGREEMENT
      FOR VICE CHAIRMAN OF BOARD OF DIRECTORS

    


    This
      Agreement for Vice Chairman of the Board of Directors ( the “Agreement”)
      is
      entered into effective as of August 27, 2008 (“Effective
      Date”)
      by and
      between Stephen L. Norris, an individual (“Director”),
      and
      Stratos Renewables Corporation, a Nevada corporation (the “Company”).

    


    1. Term. This
      Agreement shall continue for a period of two (2) years from the Effective Date
      (the “Board
      of Directors”),
      provided that Director’s engagement is not earlier terminated under Section 4 of
      this Agreement (the “Engagement
      Term”). 

    


    2. Nature
      of Duties. 

    


    (a) Position. The
      Company engages Director to serve as Vice Chairman of the Board of Directors,
      and Director hereby accepts that engagement upon the terms and subject to the
      conditions of this Agreement. Director shall perform such duties as are set
      forth in the Bylaws of the Company and as are customary to such position,
      including those services described on Exhibit
      A,
      as well
      as such other duties as the Company and Director may mutually agree from time
      to
      time (the “Services”).
      Director shall report to the Board of Directors of the Company (the
“Board
      of Directors”).
      Director shall comply with the statutes, rules, regulations and orders of any
      governmental authority, which are applicable to the performance of the Services,
      as well as the Company's rules, regulations, written policies, and procedures
      and approval practices as they may from time-to-time be adopted or modified
      and
      shall be subject to the Company’s applicable policies, procedures and approval
      practices, as are generally in effect from time-to-time.

    


    (b) Other
      Activities/No Conflict. Director
      agrees to use his best efforts to provide the Services and to devote the time
      necessary to faithfully perform his duties. So long as any outside activities
      do
      not create a conflict, interfere or violate Director’s obligations under this
      Agreement or Director’s fiduciary obligations to the shareholders, Director may
      be employed by another company, may serve on other Boards of Directors or
      Advisory Boards, and may engage in any other business activity. Director agrees
      to notify the Board of Directors before engaging in any activity that creates
      (
      or appears to create) a potential conflict of interest with the Company.
      Director shall not engage in any activity that is in direct competition with
      the
      Company, or serve in any capacity (including, but not limited to, as an
      employee, consultant, advisor or director) in any company or entity that
      competes directly with the Company, as reasonably determined by a majority
      of
      the Company’s disinterested board members, without the approval of the majority
      of the Company’s disinterested board members. Director represents that, to the
      best of his knowledge, Director has no outstanding agreement or obligation
      that
      is in conflict with any of the provisions of the Agreement, and Director agrees
      to use his best efforts to avoid or minimize any such conflict and agrees not
      to
      enter into any agreement or obligation that could create such a conflict,
      without the approval of the majority of the disinterested members of the Board
      of Directors. If, at any time, Director is required to make any disclosure
      or
      take any action that may conflict with any of the provisions of this Agreement,
      Director will promptly notify the Chairman of the Board of Directors and
      President of such obligation, prior to making such disclosure or taking such
      action.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    3. Compensation
      and Benefits. 

    


    (a) Director’s
      Fee and Bonus.
      In
      consideration for the Director’s obligations under this Agreement, Company shall
      pay Director a fee at the rate of $180,000 per year, which shall be paid
      pro-rata on a monthly basis by wire transfer on the first business day of each
      month of the term of this Agreement. Director is eligible for bonuses which
      may
      be awarded by Company, with the approval of the Compensation Committee of the
      Board of Directors, in its sole discretion.

    


    (b) Expenses.
      Director
      shall be entitled to reimbursement for all reasonable and customary business
      expenses that Director incurs in connection with Director’s engagement, but
      Director must incur and account for those expenses in accordance with the
      written policies and procedures as established by the Company. The Company
      shall
      make reimbursement(s) within a reasonable time (not to exceed two weeks)
      following Director’s submission of expense statements, vouchers, invoices,
      receipts and such other supporting information as the Company may reasonably
      require from Director. 

    


    (c) Indemnification.
      Company
      will indemnify and defend and hold harmless Director against any liability,
      costs, or expenses (including legal fees and costs of independent legal counsel)
      incurred in the performance of the Services to the fullest extent authorized
      in
      Company’s Certificate of Incorporation, as amended, bylaws, as amended, and
      applicable law, except to the extent arising out of or based upon the gross
      negligence or willful misconduct of Director. Company has purchased Director’s
      and Officer’s liability insurance (D&O Policy), and Director shall be
      entitled to the protection of any insurance policies, fees and expenses in
      connection with any action, suit or proceeding to which he may be made a party
      by reason of his affiliation with Company, its subsidiaries, or affiliates.
      

    


    (d) Records.
      Director
      shall have reasonable access to the books and records of the Company (including
      reasonable access to the Company’s independent auditors) , as necessary to
      enable Director to fulfill his obligations as Vice Chairman of the Board of
      Directors of the Company and comply with the requirements of governmental bodies
      having or asserting jurisdiction over the Company and its business.


    


    4. Termination.
      In the
      event that Director resigns from the Board of Directors during the term of
      this
      Agreement, dies, becomes permanently disabled or is removed as a director for
      Cause (as defined below), this Agreement will terminate, and except as provided
      herein, the Company shall pay to Director all compensation and benefits to
      which
      Director is entitled up through the date of termination, and thereafter, all
      of
      the Company's obligations under this Agreement shall cease, except as provided
      in Sections 3(b), 3(c) and 5. “Cause” shall include, but not be limited to
      Director’s: (a) gross negligence and/or willful misconduct with respect to
      Company and its successors; (b) commission of a felony; (c) acts or omission
      which constitute theft, fraud or dishonesty; (d) having been repeatedly or
      habitually intoxicated or under the influence of drugs while on the premises
      of
      the Company or while performing any of his duties or obligations; or (e) failure
      reasonably to provide the Services.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    5. Termination
      Obligations.

    


    (a) Director
      agrees that all property, including, without limitation, all equipment, tangible
      proprietary information, documents, records, notes, contracts, and
      computer-generated materials provided to or prepared by Director incident to
      his
      Services belong to Company and shall be promptly returned at the request of
      Company.

    


    (b) Upon
      termination of this Agreement, Director shall be deemed to have resigned from
      all offices then held with Company by virtue of his position as Vice Chairman,
      except that Director shall continue to serve as a director if elected as a
      director by the shareholders of Company as provided in Company's Certificate
      of
      Incorporation, as amended, Company's bylaws, as amended, and applicable law.
      Director agrees that following any termination of this Agreement, he shall
      cooperate with Company in the winding up or transferring to other directors
      of
      any pending work and shall also cooperate with Company (to the extent allowed
      by
      law, and at Company's expense) in the defense of any action brought by any
      third
      party against Company that relates to the Services.

    


    (c) The
      Company and Director agree that their obligations under this Section, as well
      as
      Sections 3(b), 3(c), 5 and 7(b) shall survive the termination of this
      Agreement.

    


    6. Nondisclosure
      Obligations.
      Director
      shall maintain in confidence and shall not, directly or indirectly, disclose
      or
      use, either during or after the term of this Agreement, any Proprietary
      Information (as defined below), confidential information, or trade secrets
      belonging to Company, whether or not it is in written or permanent form, except
      to the extent necessary to perform the Services, as required by a lawful
      government order or subpoena, or as authorized in writing by Company. These
      nondisclosure obligations also apply to Proprietary Information belonging to
      customers and suppliers of Company, and other third parties, learned by Director
      as a result of performing the Services. "Proprietary Information" means all
      information pertaining in any manner to the business of Company, unless (i)
      the
      information is or becomes publicly known through lawful means; (ii) the
      information was part of Director's general knowledge prior to his relationship
      with Company; or (iii) the information is disclosed to Director without
      restriction by a third party who rightfully possesses the information and did
      not learn of it from Company.

    


    7. General
      Provisions.

    


    (a) Notices.
      Any
      notices or other communications required or permitted to be given under this
      Agreement must be in writing and addressed to Company or Director 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 Blvd., Suite 401

    Beverly
      Hills, CA 90210

    Fax
      No.:
      310-919-3044

    Attention:
      Secretary

    


    To
      Director:

    Stephen
      L. Norris

    1701
      South Flagler Drive,

    West
      Palm
      Beach, Florida 33401

    


    (b) Dispute
      Resolution.

    


    (i) Arbitration.
      The
      Parties agree that any dispute, claim or controversy concerning the Director’s
      engagement or the termination of that engagement hereunder or any dispute,
      claim
      or controversy arising out of or relating to any interpretation, construction,
      performance or breach of this Agreement, shall be settled by arbitration to
      be
      held in Los Angeles, California. The parties may use the AAA or any other
      alternate dispute resolution entity agreed upon for this purpose. The decision
      of the arbitrator shall be final, conclusive and binding on the parties to
      the
      arbitration. Judgment may be entered on the arbitrator’s decision in any court
      having jurisdiction. To the extent permitted by law, the parties will share
      equally in the costs of arbitration. Each party shall bear its or his own
      attorneys’ fees and costs incurred in connection with the arbitration, except
      that the prevailing party shall be entitled to recover all costs and expenses
      incurred, including reasonable attorney’s fees, related costs, and any advanced
      arbitration expenses.

    


    (ii) Jurisdiction
      and Venue.
      The
      parties agree that any suit, action, or proceeding between Director (and his
      attorneys, successors, and assigns) and Company (and its affiliates,
      shareholders, directors, officers, employees, members, agents, successors,
      attorneys, and assigns) relating to the Services or the termination of those
      Services shall be brought in either the United States District Court for the
      Central District of California or in a California state court in the County
      of
      Los Angeles and that the parties shall submit to the jurisdiction of such court.
      The parties irrevocably waive, to the fullest extent permitted by law, any
      objection the party may have to the jurisdiction and venue for any such suit,
      action or proceeding brought in such court. If any one or more provisions of
      this Section shall for any reason be held invalid or unenforceable, it is the
      specific intent of the parties that such provisions shall be modified to the
      minimum extent necessary to make it or its application valid and
      enforceable.

    


    (iii) Attorneys’
      Fees.
      Except
      to the extent otherwise provided in Section 8, if any legal action, arbitration
      or other proceeding is brought for the enforcement of this Agreement, or because
      of any alleged dispute, breach, default or misrepresentation in connection
      with
      this Agreement, the successful or prevailing party shall be entitled to recover
      reasonable attorneys’ fees and other costs it incurred in that action or
      proceeding, in addition to any other relief to which it may be entitled.


     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (c) Entire
      Agreement; Modification and Waiver.
      This
      Agreement supersedes any and all other agreements, wither oral or in writing,
      between the Parties with respect to the subject of this Agreement and contains
      all covenants and agreements between the Parties relating to such engagement
      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 Party, 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.

    


    (d) Assignment.
      This
      Agreement may not be assigned in whole or in part by Director without the prior
      written consent of Company. Company may assign its rights under this Agreement
      without the consent of Director in the event Company shall hereafter effect
      a
      reorganization, consolidation, merger or sale of the Company, or transfer all
      or
      substantially all of Company’s properties or assets. Subject to the foregoing
      limitation, 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.

    


    (e) 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.

    


    (f) Taxes.
      Company
      shall withhold taxes from payments makes pursuant to this Agreement as it
      determines to be required by applicable law.

    


    (g) Governing
      Law.
      This
      Agreement shall be governed by and construed in accordance with the laws of
      the
      State of Nevada.

    


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

    


    (i) Representation
      by Counsel; Interpretation.
      Company
      and Director acknowledge 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. Director further acknowledges
      Director has read and understands the Agreement, that Director is fully aware
      of
      its legal effect, and that Director has entered into it freely based on his
      own
      judgment and not on any representations or promises other than those contained
      in 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. 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (j) Binding
      Agreement.
      Each
      party represents and warrants to the other that the person(s) signing this
      Agreement below has authority to bind the party to this Agreement and that
      this
      Agreement will legally bind both Company and Director. This Agreement will
      be
      binding upon and benefit the parties and their heirs, administrators, executors,
      successors and permitted assigns. To the extent that the practices, policies,
      or
      procedures of Company, now or in the future, are inconsistent with the terms
      of
      this Agreement, the provisions of this Agreement shall control. Any subsequent
      change in Director's duties or compensation as Vice Chairman will not affect
      the
      validity or scope of the remainder of this Agreement.

    


    (k) 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. 

    


    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

              	 
	 	 	 	 
	 	 	 	 
	 	
                DIRECTOR:

              	 
	 	 	 	 
	 	 	 	 
	 	
                /s/
                  Stephen L.Norris

              	 
	 	
                Stephen
                  L.Norris, an individual residing in Florida

              	 


      

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
      A

    


    DESCRIPTION
      OF SERVICES

    


    


    Responsibilities
      as Director. Director shall have all responsibilities of a Director of the
      Company imposed by Nevada or applicable law, the Certificate of Incorporation,
      as amended, and Bylaws, as amended, of Company. These responsibilities shall
      include, but shall not be limited to, the following:

    


    1.
      Attendance.
      Attend
      scheduled meetings of Company's Board of Directors;

    


    2.
      Act
      as
      a Fiduciary.
      Represent the shareholders and the interests of Company as a fiduciary;
      and

    


    3.
      Participation.
      Participate as a full voting member of Company's Board of Directors in setting
      overall objectives, approving plans and programs of operation, formulating
      general policies, offering advice and counsel, serving on Board Committees,
      and
      reviewing management performance.