REVOLVING
      LINE OF CREDIT AGREEMENT 

     

     

    This
      Revolving Line of Credit Agreement (this “Agreement”) is made as of July 10,
      2008 by and between Redstar Partners, Inc., a Cayman Islands company
      (“Borrower”), and Parallax Power Components LLC and McWong Investments LLC
      (collectively, the “Lender”), with reference to the following facts.


     

    (a) Borrower
      has been organized for the purpose of effecting a merger, capital stock
      exchange, asset acquisition or other similar business combination with an
      operating business (a “Business Combination”). 

     

    (b)
       Borrower
      proposes to: (a) make a public offering (the “Public Offering”) of its
      securities pursuant to a registration statement (the “Registration Statement”)
      filed with and to be declared effective by the Securities and Exchange
      Commission (the “SEC”); (b) deposit the proceeds from the Public Offering
      into a trust account (the “Trust Account”) for the benefit of the purchasers of
      securities in the Public Offering, net of offering costs and underwriting
      discounts to be held and disbursed in accordance with the terms of the
      Investment Management Trust Agreement to be entered into between Borrower and
      Continental Stock Transfer & Trust Company as trustee (the “Trust
      Agreement”); and (c) utilize the funds in the Trust Account in connection
      with a Business Combination. 

     

    (c)
       Borrower
      may need funds to pay costs and expenses prior to consummation of a Business
      Combination. 

     

    (d)
       On
      the
      terms and subject to the conditions set forth in this Agreement, Lender is
      willing to make available to Borrower a revolving line of credit to pay certain
      costs and expenses that may arise prior to a Business Combination (the “Loan”).


     

    AGREEMENT
      

     

    Section 1.
      The Loan.
      

     

    1.1.    Lender
      agrees to make advances to Borrower, and Borrower agrees to repay such advances,
      from time to time in accordance with the terms and conditions of this Agreement
      and the form of revolving promissory note attached hereto as Exhibit A (the
“Note”); provided, however, that notwithstanding anything to the contrary in
      this Agreement, at no time shall the aggregate of all advances and readvances
      outstanding under the Loan at any time exceed Three Hundred Fifty Thousand
      Dollars ($350,000). This Agreement and the Note are each sometimes referred
      to
      in this Agreement individually as a “Loan Document,” and are sometimes
      collectively referred to as the “Loan Documents.” 

     

    1.2.    Lender’s
      obligation to make advances shall expire upon the first to occur of the
      following: 

     

    1.2.1.    Upon
      a material breach or default of any representation, warranty or agreement of
      Borrower that is not cured or corrected within 20 days of notice of such
      breach from Lender; 

     

    1.2.2.    Upon
      consummation of a Business Combination; 

     

    1.2.3.    Upon
      notice from Lender at any time prior to the effectiveness of the Registration
      Statement; and 

     

    1.2.4.    Upon
      the adoption of a resolution by the Board of Directors of Borrower authorizing
      or approving the dissolution and/or liquidation Borrower. 

     

    Section 2.    Conditions
      of Advances.    Upon
      reasonable advance request from Borrower, Lender shall make advances to or
      as
      directed by Borrower, provided that each and all of the following conditions
      is
      satisfied: 

     

    2.1.    Borrower
      shall have executed and delivered the Note to Lender; 

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    2.2.    The
      aggregate amount of outstanding advances following such advance shall not exceed
      Three Hundred Fifty Thousand Dollars ($350,000); 

     

    2.3.    The
      representations and warranties of Borrower in the Loan Documents shall be true
      and correct in all material respects; 

     

    2.4.    Borrower
      shall have complied in all material respects with each of its agreements in
      the
      Loan Documents; 

     

    2.5.    The
      advances shall be used only for such purposes as are set forth in
      Section 4.1 of this Agreement; and 

     

    2.6.    Prior
      to the effectiveness of the Registration Statement, Lender consents to the
      advance. 

     

    Section 3.    Borrower
      Representations.
      

     

    3.1.    Borrower
      represents and warrants as follows: 

     

    3.1.1. Borrower
      has full power and authority to execute and deliver this Agreement and the
      other
      Loan Documents to be executed and delivered by it pursuant hereto and to perform
      its obligations hereunder and thereunder. This Agreement and such Loan Documents
      constitute the valid and legally binding obligations of the Borrower and are
      enforceable against Borrower in accordance with their terms. 

     

    3.1.2. Neither
      the execution and the delivery of the Loan Documents by Borrower, nor the
      consummation of the transactions contemplated by the Loan Documents, nor the
      borrowing by Borrower, will (a) violate any constitution, statute,
      regulation, rule, injunction, judgment, order, decree, ruling, charge, or other
      restriction of any government, governmental agency, or court to which Borrower
      is subject or any provision of the Memorandum and Articles of Association,
      as
      amended, of Borrower, or (b) conflict with, result in a breach of,
      constitute a default under, result in the acceleration of, create in any entity
      or natural person (each, a “Person”) the right to accelerate, terminate, modify,
      or cancel, any agreement, contract, lease, license, instrument, or other
      arrangement to which Borrower is a party or by which it is bound or to which
      any
      of its assets are subject (or result in the imposition of any security interest
      upon any of its assets), in each case other than where such violation, conflict,
      breach, default, acceleration or creation of right would not reasonably be
      expected to have a material adverse effect on the ability of Borrower to repay
      amounts due under the Note in accordance with the terms of the Loan Documents
      (a
“Material Adverse Effect”). 

     

    3.1.3. Borrower
      does not need to give any notice to, make any filing with, or obtain any
      authorization, permit, certificate, registration, consent, approval or order
      of
      any government or governmental agency in order for the parties to consummate
      the
      transactions contemplated by this Agreement, except whether the failure would
      not reasonably be expected to have a Material Adverse Effect. 

     

    3.1.4. The
      conditions to the obligation of Lender to make the advance, as set forth in
      Section 2, shall be satisfied. 

     

    3.2.    Each
      and every representation and warranty made by Borrower in this Agreement shall
      be deemed renewed and remade upon the making of each and every advance or
      readvance under the Note that Lender may make. 

     

    Section 4.    Borrower
      Covenants.    For
      as long as Lender shall have a commitment to make advances or there shall be
      any
      outstanding balance on the Loan, without the prior consent of Lender, Borrower
      shall: 

     

    4.1.    Use
      the proceeds only for: (a) prior to the closing of the Public Offering,
      costs and expenses of the Offering, including legal, accounting, printing and
      “road show” expenses; and (b) after the Closing of the Offering, ordinary
      and reasonable operating costs and expenses during the period Borrower seeks
      to
      identify, investigate, negotiate and consummate a Business Combination,
      including Borrower’s reporting obligations with the SEC, the audit and review of
      Borrower’s financial statements, identifying and investigating potential targets
      for a Business Combination, negotiating and closing the Business Combination,
      legal and other professional fees and expenses and insurance premiums;


    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

    4.2.    Within
      three business days following the closing of the Public Offering, pay all
      outstanding principal and interest on the Loan and the Note outstanding as
      of
      the closing of the Public Offering to the extent such amounts were borrowed
      in
      respect of offering costs for which Borrower may utilize the funds held by
      it
      which were not deposited into the Trust Account; 

     

    4.3.    Not
      declare or pay any dividend or distribution with respect to, or repurchase
      or
      redeem any shares of, the capital shares of Borrower, provided that this shall
      not prohibit payments from the Trust Account to shareholders of Borrower in
      accordance with the Trust Agreement; 

     

    4.4.    Not
      engage in any business other than identifying, investigating, negotiating and
      closing a Business Combination; 

     

    4.5.    Make
      any material capital expenditure or purchase any material property or asset
      (other than office supplies and equipment); and 

     

    4.6.    Upon
      request of Lender, provide to Lender copies of all filings with the Securities
      and Exchange Commission. 

     

    Section 5.    No
      Recourse to Trust Account.    Lender,
      on behalf of itself and its successors and assigns, hereby acknowledges and
      agrees that under no circumstance shall Lender have any right, title or interest
      in or to any of the funds in the Trust Account, or any funds distributed from
      the Trust Account other than in a Business Combination Distribution (as defined
      below), and that its sole recourse for repayment of any and all amounts due
      under the Note shall be against the assets or properties of Borrower distributed
      to Borrower from the Trust Account in a Business Combination Distribution.
      Lender hereby irrevocably waives any claim that it might have to funds in the
      Trust Account, and any funds distributed from the Trust Account other than
      in a
      Business Combination Distribution, at law or in equity, agrees not to make
      any
      such claim, and agrees to indemnify and hold the Borrower harmless from any
      such
      claim made by or on behalf of Lender. For purposes of this Section 5, a
“Business Combination Distribution” means a distribution from the Trust Account
      in connection with the consummation of Business Combination pursuant to the
      Trust Agreement. 

     

    Section 6.    Events
      of Default.    The
      occurrence of any of the following shall constitute an event of default (an
      “Event of Default”) hereunder and under each and every other Loan Document:


     

    6.1.    The
      Borrower shall fail to pay any principal, interest or any other amount as and
      when due and payable under any Loan Document; 

     

    6.2.    Any
      representation or warranty which is made or deemed made in any Loan Document
      by
      the Borrower shall prove to have been incorrect or misleading in any material
      respect on or as of the date made or deemed made or remade; 

     

    6.3.    The
      Borrower shall fail to perform or observe any term, provision, covenant, or
      agreement contained in any Loan Document to be performed or observed by the
      Borrower (other than any payment obligation) and such failure shall continue
      more than 20 days after notice thereof from Lender; 

     

    6.4.    The
      Borrower shall (a) generally not, or be unable to, or admit in writing its
      inability to, pay its debts as such debts become due; or (b) make an
      assignment for the benefit of creditors, or petition or apply to any tribunal
      for the appointment of a custodian, receiver, or trustee for it or a substantial
      part of its assets; or (c) commence any proceeding under any bankruptcy,
      reorganization, arrangement, readjustment of debt, dissolution, or liquidation
      law or statute of any jurisdiction, whether now or hereafter in effect; or
      (d) have any such petition or application filed or any such proceeding
      commenced against it in which an order for relief is entered or adjudication
      or
      appointment is made and which remains undismissed for a period of 30 days
      or more; or (e) by any act or omission to act indicate consent to, approval
      of, or acquiescence in any such petition, application, or proceeding, or order
      for relief, or the appointment of a custodian, receiver, or trustee for all
      or
      any such substantial part of its properties; or (f) suffer any such
      custodianship, receivership, or trusteeship for all or any substantial part
      of
      its properties; or (g) suffer any such custodianship, receivership, or
      trusteeship to continue undischarged for a period of 30 days or more; or


    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

    6.5.    At
      any time after execution and delivery of this Agreement, and for any reason
      at
      no fault of Lender, any Loan Document shall cease to be in full force and effect
      and enforceable in accordance with its terms, or shall be declared null and
      void. 

     

    Section 7.    Consequences
      of Default.    If
      an Event of Default shall occur, Lender: 

     

    7.1.    Shall
      have no further obligation to make advances under the Loan Documents; and


     

    7.2.    May
      declare the Note, all interest thereon, and all other amounts payable under
      this
      Agreement and any other Loan Document to be forthwith due and payable, whereupon
      the Note, all such interest, and all such amounts shall become and be forthwith
      due and payable, without presentment, demand, protest, or further notice of
      any
      kind, all of which are hereby expressly waived by Borrower. 

     

    Section 8.    Miscellaneous
      Provisions.
      

     

             8.1.    Notices.    All
      notices, requests, demands and other communications (collectively, “Notices”)
      given pursuant to this Agreement shall be in writing, and shall be delivered
      by
      personal service, courier, facsimile transmission or by United States first
      class, registered or certified mail, addressed to the following addresses:
      

    
      	
               

               

            	
               

               

            	
               

              If
                to Borrower:

            	
               

              Redstar
                Partners, Inc.

              122
                East 42nd Street, 17th Floor

              New
                York, New York 10168

              Attention:
                Nathan J. Mazurek

              Facsimile:
                (212) 551-7815

            
	
               

               

            	
               

               

            	
               

              If
                to Lender:

            	
               

              Parallax
                Power Components LLC

              c/o
                Nathan J. Mazurek

              Redstar
                Partners, Inc.

              122
                East 42nd Street, 17th Floor

              New
                York, New York 10168

               

              and

               

              McWong
                Investments LLC

              c/o
                Margaret Wong

              Redstar
                Partners, Inc.

              122
                East 42nd Street, 17th Floor

              New
                York, New York 10168

            


    

     

    Any
      Notice, other than a Notice sent by registered or certified mail, shall be
      effective when received; a Notice sent by registered or certified mail, postage
      prepaid return receipt requested, shall be effective on the earlier of when
      received or the third day following deposit in the United States mails (or
      on
      the seventh day if sent to or from an address outside the United States). Any
      party may from time to time change its address for further Notices hereunder
      by
      giving notice to the other party in the manner prescribed in this Section.
      

     

    8.2.    No
      Waivers; Remedies Cumulative.    No
      failure or delay by a party in exercising any right, power or privilege
      hereunder shall operate as a waiver thereof, nor shall any single or partial
      exercise thereof preclude any other or further exercise thereof or the exercise
      of any other right, power or privilege. The rights and remedies provided herein
      shall be cumulative and not exclusive of any rights or remedies provided by
      law.


    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

    8.3.    Amendments
      and Waivers.    Any
      provision of this Agreement may be amended or waived if, but only if, such
      amendment or waiver is in writing and is signed by Borrower and Lender and
      such
      amendment is approved by the Board of Directors of Borrower. 

     

    8.4.    Successors
      and Assigns.    Borrower
      may not assign its right or duties hereunder without the prior written consent
      of Lender, which consent Lender may deny, withhold or delay in its sole and
      absolute discretion. 

     

    8.5.    Governing
      Law.    This
      Agreement has been made and entered into in the State of New York and shall
      be
      construed in accordance with the laws of the State of New York without giving
      effect to the principles of conflicts of law thereof. 

     

    8.6.    Prior
      Understandings.    This
      Agreement supersedes all prior understandings and agreements (whether written,
      oral or otherwise) pertaining to the subject matter hereof, and constitutes
      the
      entire agreement between the parties hereto relating to the subject matter
      hereof and the transactions provided for herein. 

     

    8.7.    Counterparts.    This
      Agreement may be executed in any number of counterparts each of which shall
      be
      deemed an original and all of which shall constitute one and the same agreement
      with the same effect as if all parties had signed the same signature page.
      The
      parties shall accept facsimile signatures as the equivalent of original ones.
      

     

    8.8.    Severability.    If
      any provision of this Agreement or the application of such provision to any
      Person or circumstance will be held invalid, the remainder of this Agreement
      or
      the application of such provision to Persons or circumstances other than those
      to which it is held invalid will not be affected thereby. 

     

    8.9.    Additional
      Documents and Acts.    Borrower
      shall execute and deliver such additional documents and instruments and shall
      perform such additional acts as may be necessary or appropriate to effectuate,
      carry out and perform all of the terms, provisions, and conditions of this
      Agreement and the transactions contemplated by this Agreement. 

     

    8.10.    Survival.    All
      indemnities, rights, remedies, representations and warranties contained herein
      shall survive the expiration or termination of this Agreement, and no
      termination or expiration hereof shall relieve either party from liability
      for
      any breach of this Agreement. 

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

    IN
      WITNESS WHEREOF, the parties have executed and delivered this Agreement to
      one
      another as of the date first above written. 

     

    
      	 	 	 
	 	
              LENDER:

            
	 	 
	 	
              PARALLAX
                POWER COMPONENTS LLC 

            
	 
 	 
 	 
 
	
            	By:  	/s/ Nathan J. Mazurek
	 	
              

            
	 	
            


    

     

    
      	 	 	 
	 	
              MCWONG
                INVESTMENTS LLC

            
	 
 	 
 	 
 
	
            	By:  	/s/ Margaret Wong
	 	
              

            
	 	 


    

     

    
      	 	 	 
	 	
              BORROWER:

            
	 	 
	 	
              REDSTAR
                PARTNERS, INC. 

            
	 
 	 
 	 
 
	
            	By:  	/s/ Nathan J. Mazurek
	 	
              

              Nathan
                J. Mazurek, Chief Executive Officer

            
	 	 


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    EXHIBIT
      A
REVOLVING
      LINE OF CREDIT NOTE 

     

    
      	
              Not
                to Exceed $350,000 in Principal

            	
               

            	
              _________,
                2008

            


    

     

    For
      value
      received, the undersigned REDSTAR
      PARTNERS, INC.,
      a
      Cayman Islands company (“Borrower”), promises to pay, in lawful money of the
      United States, to the order of ______________,
      a
      _______________ company, together with its successors and assigns (“Holder”), at
      such address as Holder may direct, the principal sum of ____________ Dollars
      ($________), or so much thereof as shall have been advanced and shall remain
      unpaid hereunder, together with interest from date of disbursement at the rate
      of 3% per annum (the “Interest Rate”). Interest shall be computed at the
      Interest Rate on the basis of the actual number of days during which the
      principal balance is outstanding, divided by 365, which shall, for interest
      computation purposes, be considered one year. Notwithstanding anything to the
      contrary expressed or implied herein, all payments made by Borrower hereunder
      (including, without limitation, any prepayments) shall be applied first to
      accrued but unpaid interest and second to the reduction of the principal due
      hereunder. 

     

    This
      Note
      is delivered pursuant to, and is subject to all of the terms and conditions
      of,
      that certain Revolving Line of Credit Agreement dated July __, 2008 (as from
      time to time amended, the “Loan Agreement”) between Borrower and Holder. Unless
      otherwise defined in this Note, capitalized terms used in this Note shall have
      the meanings ascribed to them in the Loan Agreement, and in the event of any
      conflict between the terms of this Note and the terms of the Loan Agreement,
      the
      terms of the Loan Agreement shall govern. 

     

    Section 1.    Maturity.    This
      Note shall mature and become due and payable upon the first to occur of the
      following: 

     

    1.1.    Upon
      the occurrence of a Business Combination; 

     

    1.2.    Upon
      declaration of Holder upon the occurrence of an Event of Default, as provided
      in
      Section 7.2 of the Loan Agreement; 

     

    1.3.    Upon
      the adoption of a resolution by the Board of Directors of Borrower authorizing
      or approving the dissolution and/or liquidation of Borrower; or 

     

    1.4.    Upon
      demand of Holder at any time prior to the effectiveness of the Registration
      Statement. 

     

    Section 2.    Prepayment.    This
      Note may be repaid in whole or in part at any time without penalty or premium.
      

     

    Section 3.    Event
      of Default.    Should
      an Event of Default (as defined in the Loan Agreement) occur, Lender shall
      have
      the rights set forth in Section 7 of the Loan Agreement. 

     

    Section 4.    Borrower’s
      Acknowledgement.    Borrower
      acknowledges that Holder is extending the credit contemplated hereby solely
      as
      an accommodation to Borrower, and is willing to do so in reliance upon
      Borrower’s monetary and non-monetary covenants contained herein and in the Loan
      Agreement. 

     

    Section 5.    Holder’s
      Acknowledgement.    The
      Holder acknowledges and agrees that, as specified in Section 5 of the Loan
      Agreement, the Holder has limited recourse against Borrower for repayment of
      any
      and all amounts due and owing under this Note. 

     

    Section 6.    Miscellaneous.    If
      this Note (or any payment due hereunder) is not paid when due, Borrower promises
      to pay all costs and expenses of collection and reasonable attorneys’ fees
      incurred by the Holder hereof on account of such collection, plus interest
      at
      the rate applicable to principal, whether or not suit is filed hereon. Borrower
      consents to renewals, replacements and extensions of time for payment hereof,
      before, at, or after maturity, consents to the acceptance, release or
      substitution of security for this Note, and waives demand and protest. The
      indebtedness evidenced hereby shall be payable in lawful money of the United
      States. In any action brought under or arising out of this Note, Borrower,
      including successor(s) or assign(s), hereby consents to the application of
      Indiana law, to the jurisdiction of any competent court within the State of
      Indiana, and to service of process by any means authorized by Indiana law.
      No
      single or partial exercise of any power hereunder, or under any other Loan
      Document in connection herewith, shall preclude other or further exercises
      thereof or the exercise of any other such power. 

     

    IN
      WITNESS WHEREOF, Borrower has executed and delivered this Note as of the date
      first above written. 

     

    
      	 	 	 
	 	
              REDSTAR
                PARTNERS, INC. 

            
	 
 	 
 	 
 
	
            	By:  	
            
	 	
              

              Nathan
                J. Mazurek, Chief Executive Officer