VOTING
      AGREEMENT

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    VOTING
      AGREEMENT

     

    THIS
      VOTING AGREEMENT is made and entered into as of this 22nd
      day of
      January, 2008, by and among Red Moon, Inc., a Delaware corporation (the
“Company”),
      Zoom
      Technologies, Inc., a Delaware corporation (the “Investor”),
      the
      holder of a certain Convertible Promissory Note or Notes (the “Notes”)
      issued
      by the Company pursuant to a Convertible Promissory Note Purchase Agreement
      of
      even date hereof, by and between the Company and the Investor (the “Purchase
      Agreement”),
      and
      those certain stockholders of the Company listed on Schedule
      A
      (together with any subsequent stockholders, or any transferees, who become
      parties hereto as “Key Holders” pursuant to Sections
      5.1 and 5.2
      below,
      the “Key
      Holders”,
      and
      together collectively with the Investor, the “Stockholders”).
      

     

    RECITALS

     

    . Concurrently
      with the execution of this Agreement, the Company and the Investor are entering
      into the Purchase Agreement and in connection with that agreement the parties
      desire to provide the Investors with the right, among other rights, to designate
      the election of certain members of the board of directors of the Company (the
      “Board”)
      in
      accordance with the terms of this Agreement.

     

    NOW,
      THEREFORE, the parties agree as follows:

     

    1. Voting
      Provisions Regarding Board of Directors. 

    


    1.1 Size
      of the Board.
      Each
      Stockholder agrees to vote, or cause to be voted, all Shares (as defined below)
      owned by such Stockholder, or over which such Stockholder has voting control,
      from time to time and at all times, in whatever manner as shall be necessary
      to
      ensure that the size of the Board shall be set and remain at two (2) directors
      and may be increased only with the written consent of Investor. For purposes
      of
      this Agreement, the term “Shares” shall mean and include any securities of the
      Company the holders of which are entitled to vote for members of the Board,
      including without limitation, all shares of Common Stock and Preferred Stock
      by
      whatever name called, now owned or subsequently acquired by a Stockholder,
      however acquired, whether through stock splits, stock dividends,
      reclassifications, recapitalizations, similar events or otherwise.

    


    1.2 Board
      Composition.
      Each
      Stockholder agrees to vote, or cause to be voted, all Shares owned by such
      Stockholder, or over which such Stockholder has voting control, from time to
      time and at all times, in whatever manner as shall be necessary to ensure that
      at each annual or special meeting of stockholders at which an election of
      directors is held or pursuant to any written consent of the stockholders, the
      following persons shall be elected to the Board: 

    


    (a) One
      person designated by the Investor (the “Zoom
      Designee”),
      which
      individual shall initially be Frank Manning; and 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (b) One
      individual designated by the holders of a majority of the Shares of Common
      Stock
      held by the Key Holders, which individual shall initially be Bryan
      Thompson.

     

    For
      purposes of this Agreement, an individual, firm, corporation, partnership,
      association, limited liability company, trust or any other entity (collectively,
      a “Person”)
      shall
      be deemed an “Affiliate”
of
      another Person who, directly or indirectly, controls, is controlled by or is
      under common control with such Person, including, without limitation, any
      general partner, managing member, officer or director of such Person or any
      venture capital fund now or hereafter existing that is controlled by one or
      more
      general partners or managing members of, or shares the same management company
      with, such Person.

     

    1.3 Failure
      to Designate a Board Member.
      In the
      absence of any designation from the Persons or groups with the right to
      designate a director as specified above, the director previously designated
      by
      them and then serving shall be reelected if still eligible to serve as provided
      herein.

     

    1.4 Removal
      of Board Members.
      Each
      Stockholder also agrees to vote, or cause to be voted, all Shares owned by
      such
      Stockholder, or over which such Stockholder has voting control, from time to
      time and at all times, in whatever manner as shall be necessary to ensure
      that:

     

    (a) no
      director elected pursuant to Sections 1.2
      or
1.3
      of this
      Agreement may be removed from office unless (i) such removal is directed or
      approved by the affirmative written consent of the Person, or of the holders
      of
      at least a majority of the shares of stock, as applicable, entitled under
Section 1.2
      to
      designate that director or (ii) the Person(s) originally entitled to designate
      or approve such director pursuant to Section
      1.2
      is no
      longer so entitled to designate or approve such director; 

     

    (b) any
      vacancies created by the resignation, removal or death of a director elected
      pursuant to Sections 1.2
      or 1.3
      shall be
      filled pursuant to the provisions of this Section
      1;
      and

     

    (c) upon
      the
      request of any party entitled to designate a director as provided in
      Section 1.2(a) or 1.2(b) to remove such director, such director shall be
      removed.

     

    All
      Stockholders agree to execute any written consents required to perform the
      obligations of this Agreement, and the Company agrees at the request of any
      party entitled to designate directors to call a special meeting of stockholders
      for the purpose of electing directors. So long as the stockholders of the
      Company are entitled to cumulative voting, if less than the entire Board is
      to
      be removed, no director may be removed without cause if the votes cast against
      his or her removal would be sufficient to elect such director if then
      cumulatively voted at an election of the entire Board.

     

    1.5 No
      Liability for Election of Recommended Directors.
      No
      Stockholder, nor any Affiliate of any Stockholder, shall have any liability
      as a
      result of designating a person for election as a director for any act or
      omission by such designated person in his or her capacity as a director of
      the
      Company, nor shall any Stockholder have any liability as a result of voting
      for
      any such designee in accordance with the provisions of this
      Agreement.

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    1.6 Board
      Committees.
      The
      Zoom Designee shall be a member of every committee of the Board (other than
      an
      independent committee formed exclusively for the reason of addressing a conflict
      of interest situation in which the Zoom Designee is an interested party).


     

    2. Vote
      to Authorized Preferred Stock.
      Each
      Stockholder agrees to vote or cause to be voted all Shares owned by such
      Stockholder, or over which such Stockholder has voting control, from time to
      time and at all times, in whatever manner as shall be necessary to authorize
      the
      new series of Preferred Stock of the Company, to be known as the “Series A
      Convertible Preferred Stock”, receivable upon conversion of the Notes upon the
      conversion of the Notes or any of them, such that there will be sufficient
      shares of Series A Convertible Preferred Stock available for conversion of
      the
      Notes to be converted.

     

    3. Remedies.

     

    3.1 Covenants
      of the Company.
      The
      Company agrees to use its best efforts, within the requirements of applicable
      law, to ensure that the rights granted under this Agreement are effective and
      that the parties enjoy the benefits of this Agreement. Such actions include,
      without limitation, the use of the Company’s best efforts to cause the
      nomination and election of the directors as provided in this Agreement.


     

    3.2 Irrevocable
      Proxy.
      Each
      Key Holder hereby constitutes and appoints the President and Treasurer of the
      Company, and a designee of the Investor, and each of them, with full power
      of
      substitution, as the proxies of the party with respect to the matters set forth
      herein, including without limitation, election of persons as members of the
      Board in accordance with Section 1 hereto and votes to authorize the Series
      A
      Convertible Preferred Stock pursuant to Section 2 hereof, and hereby authorizes
      each of them to represent and to vote, if and only if the party (i) fails
      to vote or (ii) attempts to vote (whether by proxy, in person or by written
      consent), in a manner which is inconsistent with the terms of this Agreement,
      all of such party’s Shares in favor of the election of persons as members of the
      Board determined pursuant to and in accordance with the terms and provisions
      of
      this Agreement or the authorization of the Series A Convertible Preferred Stock
      pursuant to and in accordance with the terms and provisions of Section 2 of
      this
      Agreement. The proxy granted pursuant to the immediately preceding sentence
      is
      given in consideration of the agreements and covenants of the Company and the
      parties in connection with the transactions contemplated by this Agreement
      and,
      as such, is coupled with an interest and shall be irrevocable unless and until
      this Agreement terminates or expires pursuant to Section 5 hereof. Each party
      hereto hereby revokes any and all previous proxies with respect to the Shares
      and shall not hereafter, unless and until this Agreement terminates or expires
      pursuant to Section 5 hereof, purport to grant any other proxy or power of
      attorney with respect to any of the Shares, deposit any of the Shares into
      a
      voting trust or enter into any agreement (other than this Agreement),
      arrangement or understanding with any person, directly or indirectly, to vote,
      grant any proxy or give instructions with respect to the voting of any of the
      Shares, in each case, with respect to any of the matters set forth
      herein.

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    3.3 Specific
      Enforcement.
      Each
      party acknowledges and agrees that each party hereto will be irreparably damaged
      in the event any of the provisions of this Agreement are not performed by the
      parties in accordance with their specific terms or are otherwise breached.
      Accordingly, it is agreed that each of the Company and the Stockholders shall
      be
      entitled to an injunction to prevent breaches of this Agreement, and to specific
      enforcement of this Agreement and its terms and provisions in any action
      instituted in any court of the United States or any state having subject matter
      jurisdiction. 

     

    3.4 Remedies
      Cumulative.
      All
      remedies, either under this Agreement or by law or otherwise afforded to any
      party, shall be cumulative and not alternative.

     

    4 Term.
      This
      Agreement shall be effective as of the date hereof and shall continue in effect
      until and shall terminate upon the earliest to occur of (a) the consummation
      of
      the Company’s first underwritten public offering of its Common Stock (other than
      a registration statement relating either to the sale of securities to employees
      of the Company pursuant to its stock option, stock purchase or similar plan
      or
      an SEC Rule 145 transaction); (b) the consummation of a Sale of the Company;
      (c)
      at and upon such time as none of the Notes shall remain issued and outstanding;
      and (d) termination of this Agreement in accordance with Section
      5.8
      below.


     

    5 Miscellaneous.

     

    5.1 Additional
      Parties.  In
      the
      event that after the date of this Agreement, the Company enters into an
      agreement with any Person to issue shares of capital stock to such Person
      following which such Person shall hold Shares constituting one percent (1%)
      or
      more of the Company’s then outstanding capital stock (treating for this purpose
      all shares of Common Stock issuable upon exercise of or conversion of
      outstanding options, warrants or convertible securities, as if exercised and/or
      converted or exchanged), then, the Company shall cause such Person, as a
      condition precedent to entering into such agreement, to become a party to this
      Agreement by executing an Adoption Agreement in the form attached hereto as
      Exhibit
      A,
      agreeing to be bound by and subject to the terms of this Agreement as a
      Stockholder and thereafter such person shall be deemed a Stockholder for all
      purposes under this Agreement.

     

    5.2 Transfers.
      Each
      transferee or assignee of any Shares subject to this Agreement shall continue
      to
      be subject to the terms hereof, and, as a condition precedent to the Company’s
      recognizing such transfer, each transferee or assignee shall agree in writing
      to
      be subject to each of the terms of this Agreement by executing and delivering
      an
      Adoption Agreement substantially in the form attached hereto as Exhibit
      A.
      Upon
      the execution and delivery of an Adoption Agreement by any transferee, such
      transferee shall be deemed to be a party hereto as if such transferee were
      the
      transferor and such transferee’s signature appeared on the signature pages of
      this Agreement and shall be deemed to be an Investor and Stockholder, or Key
      Holder and Stockholder, as applicable. The Company shall not permit the transfer
      of the Shares subject to this Agreement on its books or issue a new certificate
      representing any such Shares unless and until such transferee shall have
      complied with the terms of this Section
      5.2.
      Each
      certificate representing the Shares subject to this Agreement if issued on
      or
      after the date of this Agreement shall be endorsed by the Company with the
      legend set forth in Section
      5.12.
      

     

    5.3 Successors
      and Assigns.
      The
      terms and conditions of this Agreement shall inure to the benefit of and be
      binding upon the respective successors and assigns of the parties. Nothing
      in
      this Agreement, express or implied, is intended to confer upon any party other
      than the parties hereto or their respective successors and assigns any rights,
      remedies, obligations, or liabilities under or by reason of this Agreement,
      except as expressly provided in this Agreement. 

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    5.4 Governing
      Law.
      This
      Agreement shall be governed by, and construed in accordance with, the laws
      of
      the State of Delaware, regardless of the laws that might otherwise govern under
      applicable principles of conflicts of law.

     

    5.5 Counterparts;
      Facsimile.
      This
      Agreement may be executed and delivered by facsimile signature and in two or
      more counterparts, each of which shall be deemed an original, but all of which
      together shall constitute one and the same instrument.

     

    5.6 Titles
      and Subtitles.
      The
      titles and subtitles used in this Agreement are used for convenience only and
      are not to be considered in construing or interpreting this
      Agreement.

     

    5.7 Notices.
      All
      notices and other communications given or made pursuant to this Agreement shall
      be in writing and shall be deemed effectively given upon the earlier of actual
      receipt or: (a) personal delivery to the party to be notified, (b) when sent,
      if
      sent by electronic mail or facsimile during normal business hours of the
      recipient, and if not sent during normal business hours, then on the recipient’s
      next business day, (c) five (5) days after having been sent by registered or
      certified mail, return receipt requested, postage prepaid, or (d) one (1)
      business day after the business day of deposit with a nationally recognized
      overnight courier, freight prepaid, specifying next business day delivery,
      with
      written verification of receipt. All communications shall be sent to the
      respective parties at their address as set forth below their signature on the
      signature pages hereof or on Schedule
      A
      hereto,
      as applicable, or to such email address, facsimile number or address as
      subsequently modified by written notice given in accordance with this
Section
      5.7.
      If
      notice is given to the Investor, a copy shall also be given to Morse,
      Barnes-Brown & Pendleton, P.C., 1601 Trapelo Road, Waltham, Massachusetts
      02451, Attention: Jeffrey P. Steele. 

     

    5.8 Consent
      Required to Amend, Terminate or Waive.
      This
      Agreement may be amended or terminated and the observance of any term hereof
      may
      be waived (either generally or in a particular instance and either retroactively
      or prospectively) only
      by a
      written instrument executed by (a) the Company; (b) the Key Holders holding
      a
      majority of the Shares then held by the Key Holders; and (c) the Investor.
      Notwithstanding the foregoing: 

     

    (i) this
      Agreement may not be amended or terminated and the observance of any term of
      this Agreement may not be waived with respect to any Key Holder without the
      written consent of such Key Holder unless such amendment, termination or waiver
      applies to all Key Holders in the same fashion; 

     

    (ii) the
      consent of the Key Holders shall not be required for any amendment or waiver
      if
      such amendment or waiver either (A) is not directly applicable to the rights
      of
      the Key Holders hereunder or (B) does not adversely affect the rights of the
      Key
      Holders in a manner that is different than the effect on the rights of the
      other
      parties hereto ; 

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    (iii) Schedule
      A
      hereto
      may be amended by the Company from time to time in accordance with Sections
      5.1 or 5.2
      hereto
      to add information regarding additional parties hereto without the consent
      of
      the other parties hereto; and

     

    (iv) any
      provision hereof may be waived by the waiving party on such party’s own behalf,
      without the consent of any other party.

     

    The
      Company shall give prompt written notice of any amendment, termination or waiver
      hereunder to any party that did not consent in writing thereto. Any amendment,
      termination or waiver effected in accordance with this Section
      5.8
      shall be
      binding on each party and all of such party’s successors and permitted assigns,
      whether or not any such party, successor or assignee entered into or approved
      such amendment, termination or waiver. 

     

    5.9 Delays
      or Omissions.
      No
      delay or omission to exercise any right, power or remedy accruing to any party
      under this Agreement, upon any breach or default of any other party under this
      Agreement, shall impair any such right, power or remedy of such non-breaching
      or
      non-defaulting party nor shall it be construed to be a waiver of any such breach
      or default, or an acquiescence therein, or of or in any similar breach or
      default thereafter occurring; nor shall any waiver of any single breach or
      default be deemed a waiver of any other breach or default previously or
      thereafter occurring. Any waiver, permit, consent or approval of any kind or
      character on the part of any party of any breach or default under this
      Agreement, or any waiver on the part of any party of any provisions or
      conditions of this Agreement, must be in writing and shall be effective only
      to
      the extent specifically set forth in such writing. All remedies, either under
      this Agreement or by law or otherwise afforded to any party, shall be cumulative
      and not alternative. 

     

    5.10 Severability.
      The
      invalidity or unenforceability of any provision hereof shall in no way affect
      the validity or enforceability of any other provision.

     

    5.11 Entire
      Agreement.
      This
      Agreement (including the Exhibits hereto) constitutes the full and entire
      understanding and agreement between the parties with respect to the subject
      matter hereof, and any other written or oral agreement relating to the subject
      matter hereof existing between the parties is expressly canceled. 

     

    5.12 Legend
      on Share Certificates.
      Each
      certificate representing any Shares issued after the date hereof shall be
      endorsed by the Company with a legend reading substantially as
      follows:

     

    “THE
      SHARES EVIDENCED HEREBY ARE SUBJECT TO A VOTING AGREEMENT, AS MAY BE AMENDED
      FROM TIME TO TIME, (A COPY OF WHICH MAY BE OBTAINED UPON WRITTEN REQUEST FROM
      THE COMPANY), AND BY ACCEPTING ANY INTEREST IN SUCH SHARES THE PERSON ACCEPTING
      SUCH INTEREST SHALL BE DEEMED TO AGREE TO AND SHALL BECOME BOUND BY ALL THE
      PROVISIONS OF THAT VOTING AGREEMENT, INCLUDING CERTAIN RESTRICTIONS ON TRANSFER
      AND OWNERSHIP SET FORTH THEREIN.”

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    The
      Company, by its execution of this Agreement, agrees that it will cause the
      certificates evidencing the Shares issued after the date hereof to bear the
      legend required by this Section
      5.12
      of this
      Agreement, and it shall supply, free of charge, a copy of this Agreement to
      any
      holder of a certificate evidencing Shares upon written request from such holder
      to the Company at its principal office. The parties to this Agreement do hereby
      agree that the failure to cause the certificates evidencing the Shares to bear
      the legend required by this Section
      5.12
      herein
      and/or the failure of the Company to supply, free of charge, a copy of this
      Agreement as provided hereunder shall not affect the validity or enforcement
      of
      this Agreement.

     

    5.13 Stock
      Splits, Stock Dividends, etc.
      In the
      event of any issuance of Shares of the Company’s voting securities hereafter to
      any of the Stockholders (including, without limitation, in connection with
      any
      stock split, stock dividend, recapitalization, reorganization, or the like),
      such Shares shall become subject to this Agreement and shall be endorsed with
      the legend set forth in Section
      5.12.

     

    5.14 Manner
      of Voting.
      The
      voting of Shares pursuant to this Agreement may be effected in person, by proxy,
      by written consent or in any other manner permitted by applicable law.


     

    5.15 Further
      Assurances.
      At any
      time or from time to time after the date hereof, the parties agree to cooperate
      with each other, and at the request of any other party, to execute and deliver
      any further instruments or documents and to take all such further action as
      the
      other party may reasonably request in order to evidence or effectuate the
      consummation of the transactions contemplated hereby and to otherwise carry
      out
      the intent of the parties hereunder.

     

    5.16 Dispute
      Resolution.
      The
      parties hereby irrevocably and unconditionally submit to the jurisdiction of
      the
      federal and state courts located within the geographical boundaries of the
      United States District Court for the District of Massachusetts for the purpose
      of any suit, action or other proceeding arising out of or based upon this
      Agreement, (b) agree not to commence any suit, action or other proceeding
      arising out of or based upon this Agreement except in the federal and state
      courts located within the geographical boundaries of the United States District
      Court for the District of Massachusetts, and (c) hereby waive, and agree not
      to
      assert, by way of motion, as a defense, or otherwise, in any such suit, action
      or proceeding, any claim that it is not subject personally to the jurisdiction
      of the above-named courts, that its property is exempt or immune from attachment
      or execution, that the suit, action or proceeding is brought in an inconvenient
      forum, that the venue of the suit, action or proceeding is improper or that
      this
      Agreement or the subject matter hereof may not be enforced in or by such court.
      The prevailing party shall be entitled to reasonable attorney’s fees, costs, and
      necessary disbursements in addition to any other relief to which such party
      may
      be entitled. Each of the parties to this Agreement consents to personal
      jurisdiction for any equitable action sought in the U.S. District Court for
      the
      District of Massachusetts or any court of the Commonwealth of Massachusetts
      having subject matter jurisdiction.

     

    5.17 Costs
      of Enforcement.
      If any
      party to this Agreement seeks to enforce its rights under this Agreement by
      legal proceedings, the non-prevailing party shall pay all costs and expenses
      incurred by the prevailing party, including, without limitation, all reasonable
      attorneys’ fees.

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    5.18 Aggregation
      of Stock.
      All
      Shares held or acquired by a Stockholder and/or its Affiliates shall be
      aggregated together for the purpose of determining the availability of any
      rights under this Agreement, and such Affiliated persons may apportion such
      rights as among themselves in any manner they deem appropriate. 

     

    5.19 Spousal
      Consent.
      If any
individual
      Stockholder
      is
      married on the date of this Agreement, such Stockholder’s
      spouse
      shall execute and deliver to the Company a consent of spouse in the form of
      Exhibit B hereto (“Consent of Spouse”), effective on the date hereof.
      Notwithstanding the execution and delivery thereof, such consent shall not
      be
      deemed to confer or convey to the spouse any rights in such Stockholder’s
      Shares that do not otherwise exist by operation of law or the agreement of
      the
      parties. If any individual
      Stockholder should
      marry or remarry subsequent to the date of this Agreement, such Stockholder
      shall within thirty (30) days thereafter obtain his/her new spouse’s
      acknowledgement of and consent to the existence and binding effect of all
      restrictions contained in this Agreement by causing such spouse to execute
      and
      deliver a Consent of Spouse acknowledging the restrictions and obligations
      contained in this Agreement and agreeing and consenting to the same.

     

    [Signature
      Page Follows]

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

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

    

      
        	
                RED
                  MOON, INC.

              
	 	 
	 	 
	
                By:

              	
                /s/Bryan
                  Thompson

              
	
                Name:

              	
                Bryan
                  Thompson

              
	
                Title:

              	
                President

              
	 	 
	 	 
	
                INVESTOR:

              
	 
	
                ZOOM
                  TECHNOLOGIES, INC.

              
	 	 
	
                By:

              	
                /s/Frank
                  Manning

              
	
                Name:

              	
                Frank
                  Manning

              
	
                Title:

              	
                President

              
	
                Address:

              	
                 
                  207 South Street

              
	 	
                  Boston,
                  Massachusetts 02111

              
	 	 
	 	 
	
                KEY
                  HOLDERS:

              


      

       

       

      
        	
                Signature: 

              	
                /s/Bryan
                  Thompson

              
	
                Name:
                  Bryan
                  Thompson

              
	 	 
	 	 
	
                Signature: 

              	
                /s/John
                  McMillan

              
	
                Name:
                  John
                  McMillan

              


      

    

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

    
       

    

    SCHEDULE
      A

     

    KEY
      HOLDERS

     

    
      	
              Name:

            	 	
              Number
                of Shares Held

            
	 	 	 
	
              Bryan
                Thompson

            	 	
              33,278,000
                shares of Common Stock

            
	 	 	 
	
              John
                McMillan

            	 	
              15,393,677
                shares of Preferred Stock

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
      A

     

    ADOPTION
      AGREEMENT

     

    This
      Adoption Agreement (“Adoption
      Agreement”)
      is
      executed on ___________________, 20__, by the undersigned (the “Holder”)
      pursuant to the terms of that certain Voting Agreement dated as of January
      22,
      2008 (the “Agreement”),
      by
      and among the Company and certain of its Stockholders, as such Agreement may
      be
      amended or amended and restated hereafter. Capitalized terms used but not
      defined in this Adoption Agreement shall have the respective meanings ascribed
      to such terms in the Agreement. By the execution of this Adoption Agreement,
      the
      Holder agrees as follows.

     

    1.1 Acknowledgement.
      Holder
      acknowledges that Holder is acquiring certain shares of the capital stock of
      the
      Company (the “Stock”),
      for
      one of the following reasons (Check the correct box):

     

    
      	 	 ̈	
              as
                a transferee of Shares from a party in such party’s capacity as a “Key
                Holder” bound by the Agreement, and after such transfer, Holder shall be
                considered a “Key Holder” and a “Stockholder” for all purposes of the
                Agreement.

            


      	 	 	 


      	 	
               ̈

            	
              in
                accordance with Section
                5.1
                of
                the Agreement, as a new party who is not a new Investor, in which
                case
                Holder will be a “Stockholder” for all purposes of the
                Agreement.

            


    

     

    1.2 Agreement.
      Holder
      hereby (a) agrees that the Stock, and any other shares of capital stock or
      securities required by the Agreement to be bound thereby, shall be bound by
      and
      subject to the terms of the Agreement and (b) adopts the Agreement with the
      same
      force and effect as if Holder were originally a party thereto.

     

    1.3 Notice.
      Any
      notice required or permitted by the Agreement shall be given to Holder at the
      address or facsimile number listed below Holder’s signature hereto.



    
      
      

       

      
        	
                HOLDER:
                  

              	 
	 	
                ACCEPTED
                  AND AGREED:

              


      

       

      
        	
                By:
                  

              	 
	 	
                RED
                  MOON, INC.

              
	
                Name
                  and Title of Signatory

              	 	 	 
	 	 	 	 	 
	
                Address:
                  

              	  
	 	
                By:

              	 

	 	 	 	 	 
	  
	 	
                Title:

              	 



      

       

      
        	
                Facsimile Number:  

              	 
                


      

       

    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
      B

    


    CONSENT
      OF SPOUSE

     

    I,
      [____________________], spouse of [______________], acknowledge that I have
      read
      the Voting Agreement, dated as of January
      22, 2008,
      to
      which this Consent is attached as Exhibit
      B
      (the
“Agreement”),
      and
      that I know the contents of the Agreement. I am aware that the Agreement
      contains provisions regarding the voting and transfer of shares of capital
      stock
      of the Company that my spouse may own, including any interest I might have
      therein.

     

    I
      hereby
      agree that my interest, if any, in any shares of capital stock of the Company
      subject to the Agreement shall be irrevocably bound by the Agreement and further
      understand and agree that any community property interest I may have in such
      shares of capital stock of the Company shall be similarly bound by the
      Agreement. 

     

    I
      am
      aware that the legal, financial and related matters contained in the Agreement
      are complex and that I am free to seek independent professional guidance or
      counsel with respect to this Consent. I have either sought such guidance or
      counsel or determined after reviewing the Agreement carefully that I will waive
      such right.

    


    
      	
              Dated:

            	  	 	  
	 	 	 	
              [Name
                of Key Holder’s Spouse]