WARRANT
      ESCROW AGREEMENT

    


    WARRANT
      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, the
“Insider Purchasers”) and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, a New
      York corporation (“Escrow Agent”).

    


    WHEREAS,
      the Company has received binding commitments (“Subscription Agreements”) from
      the Insider Purchasers to purchase an aggregate of 1,850,000 warrants
      (“Insider Warrants”). 

     

    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 Insider Purchasers have agreed as a condition of the sale of the Units
      to
      deposit their Insider Warrants, as set forth opposite their respective names
      in
      Exhibit A attached hereto (collectively “Escrow Warrants”), in escrow as
      hereinafter provided.

    


    WHEREAS,
      the Company and the Insider Purchasers desire that the Escrow Agent accept
      the
      Escrow Warrants, in escrow, to be held and disbursed as hereinafter
      provided.

    


    IT
      IS
      AGREED:

    


    1. Appointment
      of Escrow Agent.
      The
      Company and the Insider Purchasers 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 Warrants.
      On or
      before the Effective Date, the Insider Purchasers shall deliver to the Escrow
      Agent certificates representing the Escrow Warrants, to be held and disbursed
      subject to the terms and conditions of this Agreement. The Insider Purchasers
      acknowledge that the certificates representing the Escrow Warrants are legended
      to reflect the deposit of such Escrow Warrants under this
      Agreement.

    


    3. Disbursement
      of the Escrow Warrants.
      The
      Escrow Agent shall hold the Escrow Warrants until the consummation of a Business
      Combination (as such term is defined in the Registration Statement) (“Escrow
      Period”), on which date it shall, upon written instructions from the Insider
      Purchasers, disburse the Insider Purchasers’ Escrow Warrants to the Insider
      Purchasers; provided, however, that if the Escrow Agent is notified by the
      Company pursuant to Section 6.7 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 Warrants. The Escrow Agent shall have
      no further duties hereunder after the disbursement or destruction of the Escrow
      Warrants in accordance with this Section 3.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    4. Restrictions
      on Transfer of Escrow Warrants.
      During
      the Escrow Period, no sale, transfer or other disposition may be made of any
      or
      all of the Escrow Warrants except upon the dissolution and liquidation of an
      Insider Purchaser and the distribution of assets to its members; 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 Subscription Agreement signed by the Insider Purchaser
      making the transfer. 

    


    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. 

    


    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 Warrants 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 Warrants or it may deposit the Escrow Warrants with the clerk of
      any
      appropriate court or it may retain the Escrow Warrants 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
      Warrants 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.

    


    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

    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 Insider
      Purchasers 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 Warrants 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 Warrants 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.

    


    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 Insider Purchasers 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. 

    


    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

    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 the
      Insider Purchasers, to their respective addresses 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

    


    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, 19th
      Floor

    New
      York,
      New York 10174

    Attn:
      David Alan Miller, Esq.

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

    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.

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    


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

     

    
      	 	 	 
	 	REDSTAR
              PARTNERS, INC.
	 
 	 
 	 
 
	 	By:  	 
	 	
              

            



      	 	 	 
	 	
              INSIDER
                PURCHASERS:

              


              PARALLAX
                POWER COMPONENTS LLC

            
	 
 	 
 	 
 
	 	By:  	 
	 	
              

              Name:

              Title:

            


    

     

    
      	 	 	 
	 	MCWONG INVESTMENTS
              LLC 
	 
 	 
 	 
 
	 	By:  	 
	 	
              

              Name:

              Title:

            


    

     

    
      	 	 	 
	 	  	 
	 	
              

              Jonathan
                Tulkoff

            


    

     

    
      	 	 	 
	 	
              CONTINENTAL
                STOCK TRANSFER

              &
                TRUST COMPANY

            
	 
 	 
 	 
 
	 	By:  	 
	 	
              

              Name:

              Title:

            


    

    


    


    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
      A

    


    


    
      	
              Name
                and Address of 

              Insider
                Purchaser 

            	 	
              Number
                

              of
                Warrants

            	 	
               

              Warrant
                Number

            	 	
              Date
                of 

              Subscription
                Agreement

            	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	
              Parallax
                Power Components LLC

              c/o
                Redstar Partners, Inc. 

              122
                East 42nd
                Street, 17th
                Floor

              New
                York, New York 10168

            	 	 	
               

            	 	 	
              1

            	 	 	
              ____________,
                2008

            	 
	 	 	 	 	 	 	 	 	 	 	 
	
              McWong
                Investments LLC 

              c/o
                Redstar Partners, Inc. 

              122
                East 42nd
                Street, 17th
                Floor

              New
                York, New York 10168

            	 	 	
               

            	 	 	
              2

            	 	 	
              ____________,
                2008

            	 
	 	 	 	 	 	 	 	 	 	 	 
	   Jonathan
              Tulkoff 
              
              c/o
                Redstar Partners, Inc. 

              122
                East 42nd Street, 17th Floor

              New
                York, New York 10168 

            	 	 	 	 	 	3	 	 	
              ____________,
                2008

            	 
	 	 	 	 	 	 	 	 	 	 	 


    

    


    
      
        
        

      

      
        7