AGREEMENT

    


    This
      Agreement (“Agreement”) is made as of November 26, 2007, by and between STRATOS
      RENEWABLES CORPORATION (“the Company”), a Nevada corporation,
      and
      Green
      Strategies, Inc. (“Consultant”), with offices in Washington, D.C., for the
      purpose of engaging the services of Consultant in furthering the interests
      of
      STRATOS.

    


    1. Term.
      This
      Agreement covers the term (the “Term”) of November 15, 2007 to February 15,
      2008. Either party can terminate the agreement at any time upon 30 calendar
      days
      prior written notice. 

    


    2.  Services.
      During
      the Term, Consultant shall provide representational, government relations and
      strategic consulting services for the Company (the “Services”). Consultant’s
      Services will likely include: 

    


    
      	 	
              ·

            	
              Serving
                as a publicly disclosed member of the Company’s advisory board;
                

            


    

    
      	 	
              ·

            	
              Strategic
                advice regarding optimum growth and investment decisions by the
                Company;

            


    

    
      	 	
              ·

            	
              An
                analysis of critical U.S. policy matters, including an analysis of
                current
                and potential U.S. ethanol tariff
                provisions;

            


    

    
      	 	
              ·

            	
              Advice
                re: policy advocacy options, development of strategic advocacy coalitions,
                and execution of government relations and advocacy plans;
                and

            


    

    
      	 	
              ·

            	
              Any
                other appropriate tasks as directed by the
                Company.

            


    

    


    3. Nature
      of Services.
      The
      Company acknowledges that it is contracting with Consultant for consulting
      services and that Consultant is not being asked to provide legal services or
      legal advice and that any services and advice provided by Consultant shall
      not
      be construed as legal services or legal advice. Consultant represents, warrants
      and covenants that it has in effect any and all necessary licenses, permits
      and/or governmental authorizations required by applicable law to perform the
      Services hereunder and that it shall promptly make any and all governmental
      filings and disclosures required by applicable law in connection with the
      relationship established by this Agreement.

    


    4. Compensation.
      In
      consideration of the performance by Consultant of its obligations under this
      Agreement (a) the Company shall pay to Consultant a fee of $24,000 ($8,000.00
      per month) payable in full upon execution of this Agreement, less any
      deductions, withholdings and offsets required by law, rule or regulation (the
      “Fee”), (b) the Company hereby grants to Consultant Two Hundred Fifty Thousand
      (250,000) warrants, each of which shall entitle Consultant to purchase one
      (1)
      share of the Company’s common stock at an exercise price of Seventy Cents
      ($0.70) per share, which warrants shall vest on a pro-rata monthly basis (i.e.,
      1/3rd
      per
      month) during the Term (with no effect being given to fractional warrants)
      and
      shall be exercisable thereafter until the fifth (5th)
      anniversary of the date hereof (such warrants shall be granted on the same
      terms
      and conditions as those issued in the Company’s common stock private placement
      which closed on November 14, 2007) and (c) the Company shall grant to Consultant
      One Hundred Twenty-Five Thousand (125,000) shares of restricted stock issued
      in
      accordance with, and upon the Company’s adoption of, the Company’s Stock
      Incentive Plan (the “Plan”). Notwithstanding the foregoing, (i) in the event
      that this Agreement is terminated by Consultant for any reason, or by the
      Company for Cause (as defined below), prior to February 15, 2008, Consultant’s
      warrants and shares of restricted stock shall cease vesting as of such date
      and
      all unvested warrants and unvested shares of restricted stock shall be
      cancelled, (ii) in the event that this Agreement is terminated by the Company
      without Cause prior to February 15, 2008, Consultant’s warrants shall
      immediately vest in full and Consultant’s restricted stock shall vest in
      accordance with the Plan and (iii) in the event that this Agreement is
      terminated by either party for any reason on a date prior to February 15, 2008
      (the “Early Termination Date”), Consultant shall pay to the Company without
      offset, within 30 calendar days after the Early Termination Date, a cash amount
      equal to the product of the Fee multiplied by a ratio, the numerator of which
      is
      the number of calendar days remaining from the Early Termination Date to
      February 15, 2008, and the denominator of which is 92. For the purposes of
      this
      Section 4, “Cause” shall mean (A) the failure, neglect or refusal by Consultant
      to perform any consulting services assigned to him hereunder or any other
      material breach of this Agreement by Consultant (including, without limitation,
      Consultant’s inability to perform its obligations hereunder as a result of
      chronic alcoholism or drug addiction and/or as a result of any failure to comply
      with any laws, rules or regulations of any governmental authority with respect
      to the performance of the consulting services described herein); (B) any
      willful, intentional or grossly negligent act by Consultant having the effect
      of
      materially injuring the reputation or business of the Company or its affiliates;
      or (C) Consultant’s commission of a crime involving, in the Company’s good faith
      judgment, fraud, dishonesty or moral turpitude.

    


    
      
         

      

      
         

        
          

        

      

      
         

      

       

    

    5. Independent
      Contractor.
      Consultant expressly acknowledges and agrees that it is an independent
      contractor in carrying out its duties under this Agreement and Consultant shall
      in no way be an agent, employee or representative of the Company. All of
      Consultant's activities in performing the services under this Agreement shall
      be
      at Consultant's sole risk and Consultant shall not be entitled to workers’
compensation or any other benefits or insurance protection provided by the
      Company to its agents and employees. Subject to the following paragraph, as
      an
      independent contractor, Consultant shall be solely responsible for determining
      the means and methods for performing the Services. Consultant shall be solely
      responsible for all taxes, withholdings, and any other statutory obligations
      pertaining to its employees and representatives.

    


    6. Limitation
      on Authority.
      Consultant has no authority to enter into any contract or incur any liability
      on
      behalf of the Company.

    


    7. Standard
      of Performance.
      In the
      performance of its duties hereunder, Consultant shall, and shall cause its
      employees, contractors and representatives to, at all times perform in a
      professional, ethical and competent manner and exercise the same duty of care
      as
      it would exercise in the conduct of its own affairs in similar
      contexts.

    


    
      
         

      

      
        2

        
          

        

      

      
         

      

       

    

    8. Compliance
      with Laws.
      Consultant will, at its expense, obtain and maintain all governmental
      authorizations, certifications, registrations and filings that may be required
      under applicable U.S. and foreign laws and regulations to perform the Services
      under this Agreement. Consultant will otherwise comply with all applicable
      U.S.
      and foreign laws, regulations and other legal requirements that apply to this
      Agreement and the performance of the Services, including tax and foreign
      exchange laws. 

    


    9. Non-Disclosure
      of Confidential Information.
      Except
      as permitted or directed by the Company in writing, Consultant shall not during
      the Term of this Agreement or at anytime thereafter, divulge, furnish or make
      accessible to anyone or use in any way (other than in the ordinary course of
      providing Services under this Agreement) any Confidential Information (as
      defined herein) which Consultant has acquired or will acquire prior to or during
      the Term of this Agreement. Consultant agrees and acknowledges that
“Confidential Information” shall mean any and all information not in the public
      domain, in any form, emanating from or relating to the Company and its
      employees, representatives and/or agents, including, but not limited to, trade
      secrets, technical information, costs, designs, drawings, processes, systems,
      methods of operation and procedures, price lists, financial data, code books,
      invoices and other financial statements, computer programs, discs and printouts,
      plans, customer lists, telephone numbers, names, addresses, or any other written
      or unwritten information that is used in the business of the Company. Because
      Consultant’s Services include communications with government officials, the
      Company agrees that it will either (1) withhold from Consultant Confidential
      Information that is not necessary in order for the Company to do business with
      the government; or (2) mark Confidential Information as “CONFIDENTIAL
      INFORMATION,” as appropriate. Consultant acknowledges that the Confidential
      Information constitutes a unique and valuable asset acquired at great time
      and
      expense, and that any disclosure or use of any Confidential Information other
      than in rendering Services under this Agreement would cause great irreparable
      harm to the Company. In the event of a breach or threatened breach of this
      Section 9, Consultant agrees that monetary damages would be an inadequate remedy
      at law, and both preliminary and permanent equitable injunctive relief is
      necessary and shall be available to protect the rights of the Company, without
      requirement of bond.

    


    10. Miscellaneous.

    


    (a) Successors
      and Assigns.
      All of
      the terms and provisions of this Agreement shall be binding upon and shall
      inure
      to the benefit of and be enforceable by the parties hereto, their respective
      successors and assigns. Neither party shall assign all or any part of this
      Agreement without the other party’s prior written consent.

    


    (b) Entire
      Agreement.
      This
      Agreement constitutes the entire agreement among the parties hereto with respect
      to the subject matter of this Agreement, and all prior agreements,
      understandings, and restrictions, whether written or oral, between the parties
      are hereby superseded by and merged into this Agreement.

    


    
      
         

      

      
        3

        
          

        

      

      
         

      

       

    

    (c) Governing
      Law.
      It is
      the intention of the parties that the laws of the State of New York, without
      regard to its principles of conflicts of laws, shall govern the validity of
      this
      Agreement, the construction of its terms and the interpretation of the rights
      and duties of the parties hereto.

    


    (d) Waiver
      and Amendment.
      No
      provision hereof may be waived unless in writing and signed by all the parties
      hereto. A waiver of any one provision herein shall not be deemed to be a waiver
      of any other provision herein. The failure to take prompt action to terminate
      for, or seek the correction of, a breach of one party shall not be deemed a
      waiver by the other party of the right to enforce its rights hereunder. This
      Agreement may only be amended by a written agreement executed by all the parties
      hereto.

    (e) Severability.
      If any
      provision of this Agreement is judicially determined to be invalid or
      unenforceable as written, then such provision shall, if possible, be modified
      and reformed to the degree necessary to render it valid and enforceable.
      Further, any such invalidity or unenforceability of any provision shall have
      no
      effect on the remainder of this Agreement which shall remain in full force
      and
      effect.

    


    (f) Notices.
      All
      notices required or given herewith shall be addressed to the Company or
      Consultant at the designated addresses shown below by registered mail, special
      delivery, facsimile, or by certified courier service:

    

      
        	
                Notice
                  to the Company:

              	
                Notice
                  to Consultant:

              
	 	 
	
                Steve
                  Magami

              	
                Roger
                  Ballentine

              
	
                Stratos
                  Renewables Corporation

              	
                1785
                  Massachusetts Ave NW

              
	
                9440
                  Little Santa Monica Blvd., Suite 400

              	
                Suite
                  100

              
	
                Beverly
                  Hills, CA 90210

              	
                Washington
                  DC 20036

              
	
                Facsimile:
                  310-402-5947

              	
                Facsimile:
                  ______________

              


      

    

     

    (g) Arbitration.
      Any
      controversy between the parties hereto involving the construction or application
      of any terms or conditions of this Agreement or any claim arising out of or
      relating to this Agreement will be submitted to and settled by final and binding
      arbitration in the District of Columbia in accordance with the rules of the
      American Arbitration Association then in effect, and judgment upon the award
      rendered by the arbitrators may be entered in any court having jurisdiction
      thereof.

    


    (h) Indemnification.
      Each
      party (the “Indemnifying Party”) agrees to indemnify, defend and hold harmless
      the other party and its officers, directors, employees, agents and
      representatives from and against any liability, claim, loss, damage, suit and
      expense (including reasonable attorneys’ fees and costs) arising from any
      negligent, reckless or willful actions of negligence, recklessness or misconduct
      of, or any breach of this Agreement by, the Indemnifying Party and/or any of
      its
      officers, directors, employees, agents, representatives or independent
      contractors.

    


    
      
         

      

      
        4

        
          

        

      

      
         

      

       

    

    (i) Counterparts.
      This
      Agreement may be executed simultaneously in any number of counterparts, each
      of
      which shall be deemed an original but all of which together shall constitute
      one
      and the same agreement. This Agreement may be executed and delivered by
      facsimile and/or PDF signature.

     

    (j) Attorneys’
      Fees.
      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. 

    


    [REMAINDER
      OF PAGE INTENTIONALLY LEFT BLANK]

    
       

      
         

      

      
        5

        
          

        

      

      
         

      

    

    


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

    


    
      	
              On
                behalf of 

              CONSULTANT

            
	 
	 
	
              By:

            	
              
                /s/
                  Roger Ballentine

              

            
	
              Name:

            	
              Roger
                Ballentine

            
	
              Title:

            	
              President

            


    

    


    


    
      	
              On
                behalf of 

              STRATOS
                

            
	 
	 
	
              By:

            	/s/ Steve
                Magami
	
              Name:

            	
              Steve
                Magami

            
	
              Title:

            	
              Chairman