SECURITIES ESCROW
      AGREEMENT

    


    SECURITIES ESCROW
      AGREEMENT, dated as of ________, 2008 (“Agreement”), by and among REDSTAR
      PARTNERS, INC., a Cayman Islands company (“Company”), PARALLAX POWER COMPONENTS
      LLC,  MCWONG INVESTMENTS LLC and JONATHAN
      TULKOFF (collectively “Initial Shareholders”) and CONTINENTAL STOCK
      TRANSFER & TRUST COMPANY, a New York corporation (“Escrow
      Agent”).

    


    WHEREAS,
      the Company has entered into an Underwriting Agreement, dated ___________,
      2008
      (“Underwriting Agreement”), with Morgan Joseph & Co. Inc. (“MJC”) acting as
      representative of the several underwriters (collectively, the “Underwriters”),
      pursuant to which, among other matters, the Underwriters have agreed to purchase
      3,000,000 units (“Units”) of the Company. Each Unit consists of one ordinary
      share of the Company, par value $.0001 per share (“Ordinary Shares”), and one
      Warrant, each Warrant to purchase one Ordinary Share, all as more fully
      described in the Company’s final Prospectus, dated _________, 2008
      (“Prospectus”) comprising part of the Company’s Registration Statement on Form
      S-1 (File No. 333-149327) under the Securities Act of 1933, as amended
      (“Registration Statement”), declared effective on _______, 2008 (“Effective
      Date”).

    


    WHEREAS,
      the Initial Shareholders have agreed as a condition of the sale of the Units
      to
      deposit their Ordinary Shares and Warrants of the Company, as set forth opposite
      their respective names in Exhibit A attached hereto (collectively “Escrow
      Securities”), in escrow as hereinafter provided.

    


    WHEREAS,
      the Company and the Initial Shareholders desire that the Escrow Agent accept
      the
      Escrow Securities, in escrow, to be held and disbursed as hereinafter
      provided.

    


    IT
      IS
      AGREED:

    


    1. Appointment
      of Escrow Agent.
      The
      Company and the Initial Shareholders hereby appoint the Escrow Agent to act
      in
      accordance with and subject to the terms of this Agreement and the Escrow Agent
      hereby accepts such appointment and agrees to act in accordance with and subject
      to such terms.

    


    2. Deposit
      of Escrow Securities.
      On or
      before the Effective Date, each of the Initial Shareholders shall deliver to
      the
      Escrow Agent certificates representing his respective Escrow Securities, to
      be
      held and disbursed subject to the terms and conditions of this Agreement. Each
      Initial Shareholder acknowledges that the certificate representing his Escrow
      Securities is legended to reflect the deposit of such Escrow Securities under
      this Agreement.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    3. Disbursement
      of the Escrow Securities.
      

    


    3.1 The
      Escrow Agent shall hold the Escrow Securities until one year after the
      consummation of a business combination (the “Escrow Period”), on which date,
      upon written instructions from each Initial Shareholder, the Escrow Agent shall
      disburse such amount of each Initial Shareholder’s Escrow Securities (and
      any applicable stock power) to such Initial Shareholder; provided, further,
      that
      if the Underwriters exercise their over-allotment option to purchase an
      additional 450,000 Units of the Company (as described in the Prospectus), the
      Initial Stockholders agree that no later than by the end of the 45-day period
      in
      which the Underwriters may exercise their over-allotment option, the Company
      shall give the Escrow Agent notice with respect to the amount, if any, of the
      over-allotment that was exercised by the Underwriters and, upon such notice,
      the
      Escrow Agent shall return to the Company for cancellation, at no cost, the
      number of Escrow Securities held by each Initial Stockholder determined by
      multiplying (a) the product of (i) 112,500, multiplied by (ii) a fraction,
      (x)
      the numerator of which is the number of Escrow Securities held by each Initial
      Stockholder, and (y) the denominator of which is the total number of Escrow
      Securities, by (b) a fraction, (i) the numerator of which is 450,000 minus
      the
      number of shares of Common Stock purchased by the Underwriters upon the exercise
      of their over-allotment option, and (ii) the denominator of which is 450,000;
      provided further, however, that if, the Escrow Agent is notified by the Company
      pursuant to Section 6.6 hereof that the Company is being liquidated at any
      time
      during the Escrow Period, then the Escrow Agent shall promptly destroy the
      certificates representing the Escrow Securities; provided further, however,
      that
      if, within one year after the Company consummates a Business Combination (as
      such term is defined in the Registration Statement), the Company (or the
      surviving entity) subsequently consummates a liquidation, merger, stock exchange
      or other similar transaction which results in all of the shareholders of such
      entity having the right to exchange their Ordinary Shares for cash, securities
      or other property then the Escrow Agent will, upon receipt of a notice executed
      by the Chairman of the Board, Vice Chairman or other authorized officer of
      the
      Company, in form reasonably acceptable to the Escrow Agent, certifying that
      such
      transaction is then being consummated or such conditions have been achieved,
      as
      applicable, release the Escrow Securities to the Initial Shareholders. The
      Escrow Agent shall have no further duties hereunder after the disbursement
      or
      destruction of the Escrow Securities in accordance with this Section
      3.

    


    
      
        
        

      

      
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    4. Rights
      of Initial Shareholders in Escrow Securities.
      

    


    4.1 Voting
      Rights as a Shareholder.
      Subject
      to the terms of the Insider Letters described in Section 4.4 hereof and except
      as herein provided, the Initial Shareholders shall retain all of their rights
      as
      shareholders of the Company during the Escrow Period, including, without
      limitation, the right to vote such shares.

    


    4.2 Dividends
      and Other Distributions in Respect of the Escrow Securities.
      During
      the Escrow Period, all dividends payable in cash with respect to the Escrow
      Securities shall be paid to the Initial Shareholders, but all dividends payable
      in stock or other non-cash property (“Non-Cash Dividends”) shall be delivered to
      the Escrow Agent to hold in accordance with the terms hereof. As used herein,
      the term “Escrow Securities” shall be deemed to include the Non-Cash Dividends
      distributed thereon, if any.

    


    4.3 Restrictions
      on Transfer.
      During
      the Escrow Period, no sale, transfer or other disposition may be made of any
      or
      all of the Escrow Securities except (i) to an entity’s members upon its
      liquidation, (ii) by bona fide gift to a member of an Initial Shareholder’s
      immediate family or to a trust, the beneficiary of which is an Initial
      Shareholder or a member of an Initial Shareholder’s immediate family, (iii) by
      virtue of the laws of descent and distribution upon death of any Initial
      Shareholder, (iv) pursuant to a qualified domestic relations order or (v) by
      private sales of the Escrow Securities made at or prior to the consummation
      of a
      Business Combination at prices no greater than the price at which the securities
      were originally purchased; provided, however, that such permissive transfers
      may
      be implemented only upon the respective transferee’s written agreement to be
      bound by the terms and conditions of this Agreement and of the Insider Letter
      signed by the Initial Shareholder transferring the Escrow Securities. During
      the
      Escrow Period, the Initial Shareholders shall not pledge or grant a security
      interest in the Escrow Securities or grant a security interest in their rights
      under this Agreement.

    


    4.4 Insider
      Letters.
      Each of
      the Initial Shareholders has executed a letter agreement with MJC and the
      Company, dated as indicated on Exhibit A hereto, and which is filed as an
      exhibit to the Registration Statement (“Insider Letter”), respecting the rights
      and obligations of such Initial Shareholder in certain events, including but
      not
      limited to the liquidation of the Company.

    


    5. Concerning
      the Escrow Agent.

    


    5.1 Good
      Faith Reliance.
      The
      Escrow Agent shall not be liable for any action taken or omitted by it in good
      faith and in the exercise of its own best judgment, and may rely conclusively
      and shall be protected in acting upon any order, notice, demand, certificate,
      opinion or advice of counsel (including counsel chosen by the Escrow Agent),
      statement, instrument, report or other paper or document (not only as to its
      due
      execution and the validity and effectiveness of its provisions, but also as
      to
      the truth and acceptability of any information therein contained) which is
      believed by the Escrow Agent to be genuine and to be signed or presented by
      the
      proper person or persons. The Escrow Agent shall not be bound by any notice
      or
      demand, or any waiver, modification, termination or rescission of this Agreement
      unless evidenced by a writing delivered to the Escrow Agent signed by the proper
      party or parties and, if the duties or rights of the Escrow Agent are affected,
      unless it shall have given its prior written consent thereto. 

    


    
      
        
        

      

      
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    5.2 Indemnification.
      The
      Escrow Agent shall be indemnified and held harmless by the Company from and
      against any expenses, including counsel fees and disbursements, or loss suffered
      by the Escrow Agent in connection with any action, suit or other proceeding
      involving any claim which in any way, directly or indirectly, arises out of
      or
      relates to this Agreement, the services of the Escrow Agent hereunder, or the
      Escrow Securities held by it hereunder, other than expenses or losses
      arising from the gross negligence or willful misconduct of the Escrow Agent.
      Promptly after the receipt by the Escrow Agent of notice of any demand or claim
      or the commencement of any action, suit or proceeding, the Escrow Agent shall
      notify the other parties hereto in writing. In the event of the receipt of
      such
      notice, the Escrow Agent, in its sole discretion, may commence an action in
      the
      nature of interpleader in an appropriate court to determine ownership or
      disposition of the Escrow Securities or it may deposit the Escrow Securities
      with the clerk of any appropriate court or it may retain the Escrow Shares
      pending receipt of a final, non appealable order of a court having jurisdiction
      over all of the parties hereto directing to whom and under what circumstances
      the Escrow Shares are to be disbursed and delivered. The provisions of this
      Section 5.2 shall survive in the event the Escrow Agent resigns or is discharged
      pursuant to Sections 5.5 or 5.6 below.

    


    5.3 Compensation.
      The
      Escrow Agent shall be entitled to reasonable compensation from the Company
      for
      all services rendered by it hereunder. The Escrow Agent shall also be entitled
      to reimbursement from the Company for all expenses paid or incurred by it in
      the
      administration of its duties hereunder including, but not limited to, all
      counsel, advisors’ and agents’ fees and disbursements and all taxes or other
      governmental charges.

    


    5.4 Further
      Assurances.
      From
      time to time on and after the date hereof, the Company and the Initial
      Shareholders shall deliver or cause to be delivered to the Escrow Agent such
      further documents and instruments and shall do or cause to be done such further
      acts as the Escrow Agent shall reasonably request to carry out more effectively
      the provisions and purposes of this Agreement, to evidence compliance herewith
      or to assure itself that it is protected in acting hereunder.

    


    5.5 Resignation.
      The
      Escrow Agent may resign at any time and be discharged from its duties as escrow
      agent hereunder by its giving the other parties hereto written notice and such
      resignation shall become effective as hereinafter provided. Such resignation
      shall become effective at such time that the Escrow Agent shall turn over to
      a
      successor escrow agent appointed by the Company, the Escrow Securities held
      hereunder. If no new escrow agent is so appointed within the 60 day period
      following the giving of such notice of resignation, the Escrow Agent may deposit
      the Escrow Securities with any court it reasonably deems
      appropriate.

    


    5.6 Discharge
      of Escrow Agent.
      The
      Escrow Agent shall resign and be discharged from its duties as escrow agent
      hereunder if so requested in writing at any time by the other parties hereto,
      jointly, provided, however, that such resignation shall become effective only
      upon acceptance of appointment by a successor escrow agent as provided in
      Section 5.5.

    


    5.7 Liability.
      Notwithstanding anything herein to the contrary, the Escrow Agent shall not
      be
      relieved from liability hereunder for its own gross negligence or its own
      willful misconduct.

    


    
      
        
        

      

      
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    6. Miscellaneous.

    


    6.1 Governing
      Law.
      This
      Agreement shall for all purposes be deemed to be made under and shall be
      construed in accordance with the laws of the State of New York, without giving
      effect to conflicts of law principles that would result in the application
      of
      the substantive laws of another jurisdiction.

    


    6.2 Third
      Party Beneficiaries.
      Each of
      the Initial Shareholders hereby acknowledges that the Underwriters are third
      party beneficiaries of this Agreement and this Agreement may not be modified
      or
      changed without the prior written consent of MJC. 

    


    6.3 Entire
      Agreement.
      This
      Agreement contains the entire agreement of the parties hereto with respect
      to
      the subject matter hereof and, except as expressly provided herein, may not
      be
      changed or modified except by an instrument in writing signed by the party
      to
      the charged. 

    


    6.4 Headings.
      The
      headings contained in this Agreement are for reference purposes only and shall
      not affect in any way the meaning or interpretation thereof.

    


    6.5 Binding
      Effect.
      This
      Agreement shall be binding upon and inure to the benefit of the respective
      parties hereto and their legal representatives, successors and
      assigns.

    


    6.6 Notices.
      Any
      notice or other communication required or which may be given hereunder shall
      be
      in writing and either be delivered personally or be mailed, certified or
      registered mail, or by private national courier service, return receipt
      requested, postage prepaid, and shall be deemed given when so delivered
      personally or, if mailed, two days after the date of mailing, as
      follows:

    


    If
      to the
      Company, to:

    


    Redstar
      Partners, Inc. 

    122
      East
      42nd
      Street,
      17th
      Floor

    New
      York,
      New York 10168

    Attn:
      Nathan J. Mazurek, Chairman

    


    If
      to a
      Shareholder, to his address set forth in Exhibit A.

    


    and
      if to
      the Escrow Agent, to:

    


    Continental
      Stock Transfer & Trust Company

    17
      Battery Place

    New
      York,
      New York 10004

    Attn:
      Chairman

    


    
      
        
        

      

      
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    A
      copy of
      any notice sent hereunder shall be sent to:

    


    Morgan
      Joseph & Co. Inc.

    600
      Fifth
      Avenue, 19th Floor

    New
      York,
      New York 10020

    Attn:
      Tina Pappas

    


    and:

    


    Graubard
      Miller

    The
      Chrysler Building

    405
      Lexington Avenue

    New
      York,
      New York 10174

    Attn:
      David Alan Miller, Esq.

    


    and:

    


    Ellenoff
      Grossman & Schole LLP


      150
        East
        42nd Street, 11th Floor



      New
        York,
        New York 10017-5612


    Attn:
      Douglas S. Ellenoff, Esq.

    


    The
      parties may change the persons and addresses to which the notices or other
      communications are to be sent by giving written notice to any such change in
      the
      manner provided herein for giving notice.

    


    6.7 Liquidation
      of the Company.
      The
      Company shall give the Escrow Agent written notification of the liquidation
      and
      dissolution of the Company in the event that the Company fails to consummate
      a
      Business Combination within the time period(s) specified in the
      Prospectus.

     

    
      
        
        

      

      
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    WITNESS
      the execution of this Agreement as of the date first above written.

     

    
      	 	 	 
	 	REDSTAR
              PARTNERS, INC.
	 
 	 
 	 
 
	 	By:  	 
	 	
              

            



      	 	 	 
	 	
              INITIAL
                SHAREHOLDERS:

              


              PARALLAX
                POWER COMPONENTS LLC

            
	 
 	 
 	 
 
	 	By:  	 
	 	
              

              Name:

              Title:

            


    

     

    
      	 	 	 
	 	MCWONG INVESTMENTS
              LLC 
	 
 	 
 	 
 
	 	By:  	 
	 	
              

              Name:

              Title:

            


    

     

    
      	 	 	 
	 	 	 
	 	
              

              Jonathan
                Tulkoff

               

            


    

     

    
      	 	 	 
	 	
              CONTINENTAL
                STOCK TRANSFER

              &
                TRUST COMPANY

            
	 
 	 
 	 
 
	 	By:  	 
	 	
              

              Name:

              Title:

            


    

    


     

    
      
        
        

      

      
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    EXHIBIT
      A

    


    
      	
              Name
                and Address of 

              Initial
                Shareholder 

            	 	
              Number

              of
                Shares

            	 	
              Number
of
                Warrants

            	 	
              Date
                of 

              Insider
                Letter

            	 
	 	 	 	 	 	 	 	 
	
              Parallax
                Power Components LLC

              c/o
                Redstar Partners, Inc. 

              122
                East 42nd
                Street, 17th
                Floor

              New
                York, New York 10168

            	 	 	
              534,055

            	 	 	
              534,055

            	 	 	
              ____________,
                2008

            	 
	 	 	 	 	 	 	 	 	 	 	 
	
              McWong Investments
                LLC 

              c/o
                Redstar Partners, Inc. 

              122
                East 42nd
                Street, 17th
                Floor

              New
                York, New York 10168

            	 	 	
              301,875

            	 	 	
              301,875

            	 	 	
              ____________,
                2008

            	 
	 	 	 	 	 	 	 	 	 	 	 
	  
              Jonathan Tulkoff
              
              c/o
                Redstar Partners, Inc.

              122
                East 42nd Street, 17th Floor

              New
                York, New York 10168

            	 	 	26,570 	 	 	26,570 	 	 	
              ____________,
                2008

            	 


    

    


    
      
        
        

      

      
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