__________________,
      2008

    


    


    Redstar
      Partners, Inc. 

    112
      East
      42nd
      Street,
      17th
      Floor

    New
      York,
      New York 10168

    


    Morgan
      Joseph & Co. Inc.

    600
      Fifth
      Avenue, 19th Floor

    New
      York,
      New York 10020

    


    Re: Initial
      Public Offering

    


    Gentlemen:

    


    The
      undersigned shareholder of Redstar Partners, Inc. (“Company”), in consideration
      of Morgan Joseph & Co. Inc. (“MJC”) entering into a letter of intent
      (“Letter of Intent”) to underwrite an initial public offering of the securities
      of the Company (“IPO”) and embarking on the IPO process, hereby agrees as
      follows (certain capitalized terms used herein are defined in paragraph 13
      hereof):

    


    1. If
      the
      Company solicits approval of its shareholders of an extension and/or a Business
      Combination, the undersigned will vote all Insider Shares beneficially owned
      by
      him or it in accordance with the majority of the votes cast by the holders
      of
      the IPO Shares. 

    


    2. The
      undersigned hereby waives any and all right, title, interest or claim of any
      kind in or to any distribution of the Trust Account and any remaining net assets
      of the Company as a result of such liquidation with respect to his or its
      Insider Shares (“Claim”) and hereby waives any Claim the undersigned may have in
      the future as a result of, or arising out of, any contracts or agreements with
      the Company and will not seek recourse against the Trust Account for any reason
      whatsoever. 

     

    3. The
      undersigned acknowledges and agrees that the Company will not consummate any
      Business Combination which involves a company which is affiliated with any
      of
      the Insiders unless the Company obtains an opinion from an independent
      investment banking firm reasonably acceptable to MJC that the business
      combination is fair to the Company’s shareholders from a financial
      perspective.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
          Redstar
            Partners, Inc. 

          Morgan
            Joseph & Co. Inc.

          _______________,
            2008

          Page
            2

          


           

        

      

    

    4. Neither
      the undersigned, any member of the family of the undersigned, nor any affiliate
      (“Affiliate”) of the undersigned will be entitled to receive and will not accept
      any compensation for services rendered to the Company prior to or in connection
      with the consummation of the Business Combination; provided that the undersigned
      shall also be entitled to reimbursement from the Company for his out-of-pocket
      expenses incurred in connection with seeking and consummating a Business
      Combination.

     

    5. Neither
      the undersigned, any member of the family of the undersigned, nor any Affiliate
      of the undersigned will be entitled to receive or accept a finder’s fee or any
      other compensation in the event the undersigned, any member of the family of
      the
      undersigned or any Affiliate of the undersigned originates a Business
      Combination. 

    


    6. On
      the
      Effective Date, the undersigned will escrow the Insider Shares beneficially
      held
      by him or it until one year after the Company consummates a Business
      Combination, subject to the terms of a Stock Escrow Agreement which the Company
      will enter into with the undersigned and an escrow agent acceptable to the
      Company. On the Effective Date, the undersigned will escrow the Insider Warrants
      beneficially held by him or it until after the Company consummates a Business
      Combination subject to the terms of a Warrant Escrow Agreement which the Company
      will enter into with the undersigned and an escrow agent acceptable to the
      Company.

    


    7. The
      undersigned represents and warrants that:

    


    (a) he
      is not
      subject to, or a respondent in, any legal action for, any injunction,
      cease-and-desist order or order or stipulation to desist or refrain from any
      act
      or practice relating to the offering of securities in any
      jurisdiction;

    


    (b) he
      has
      never been convicted of or pleaded guilty to any crime (i) involving any fraud
      or (ii) relating to any financial transaction or handling of funds of another
      person, or (iii) pertaining to any dealings in any securities and he is not
      currently a defendant in any such criminal proceeding; and

    


    (c) he
      has
      never been suspended or expelled from membership in any securities or
      commodities exchange or association or had a securities or commodities license
      or registration denied, suspended or revoked.

    
      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
            Redstar
              Partners, Inc. 

            Morgan
              Joseph & Co. Inc.

            _______________,
              2008

            Page
              3

            


             

          

        

      

    

    8. The
      undersigned has full right and power, without violating any agreement by which
      he is bound, to enter into this letter agreement.

    


    9. The
      undersigned hereby waive any right to exercise conversion rights or appraisal
      rights with respect to any Ordinary Shares of the Company owned or to be owned
      by the undersigned, directly or indirectly, and agrees not to seek conversion
      or
      appraisal with respect to such shares in connection with any vote to approve
      a
      Business Combination.

    


    10. Other
      than in connection with a vote for the Extended Period, the undersigned hereby
      agrees to not propose, or vote in favor of, an amendment to the Company’s
      Memorandum and Articles of Association to extend the period of time in which
      the
      Company must consummate a Business Combination prior to its liquidation. Should
      such a proposal be put before shareholders other than for approval of the
      Extended Period or through actions by the undersigned, the undersigned hereby
      agree to vote against such proposal. This paragraph may not be modified or
      amended under any circumstances

    


    11. The
      undersigned authorizes any employer, financial institution, or consumer credit
      reporting agency to release to MJC and its legal representatives or agents
      (including any investigative search firm retained by MJC) any information they
      may have about the undersigned’s background and finances (“Information”).
      Neither MJC nor its agents shall be violating the undersigned’s right of privacy
      in any manner in requesting and obtaining the Information and the undersigned
      hereby releases them from liability for any damage whatsoever in that
      connection.

    


    12. This
      letter agreement shall be governed by and construed and enforced 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. The undersigned hereby (i) agrees that any action,
      proceeding or claim against his arising out of or relating in any way to this
      letter agreement (a “Proceeding”) shall be brought and enforced in the courts of
      the State of New York of the United States of America for the Southern District
      of New York, and irrevocably submits to such jurisdiction, which jurisdiction
      shall be exclusive, (ii) waives any objection to such exclusive jurisdiction
      and
      that such courts represent an inconvenient forum and (iii) irrevocably agrees
      to
      appoint Graubard Miller as agent for the service of process in the State of
      New
      York to receive, for the undersigned and on his behalf, service of process
      in
      any Proceeding. If for any reason such agent is unable to act as such, the
      undersigned will promptly notify the Company and MJC and appoint a substitute
      agent acceptable to each of the Company and MJC within 30 days and nothing
      in
      this letter will affect the right of either party to serve process in any other
      manner permitted by law. 

    
      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
            Redstar
              Partners, Inc. 

            Morgan
              Joseph & Co. Inc.

            _______________,
              2008

            Page
              4

            


             

          

        

      

    

    13. As
      used
      herein, (i) a “Business Combination” shall mean a merger, capital stock
      exchange, asset acquisition or other similar business combination with an
      operating business; (ii) “Insiders” shall mean all officers, directors and
      shareholders of the Company immediately prior to the IPO; (iii) “Insider Shares”
shall mean all of the Ordinary Shares of the Company acquired by an Insider
      prior to the IPO; (iv) “Insider Warrants” means the warrants being sold
      privately by the Company to certain of the Insiders; (v) “IPO Shares” shall mean
      the Ordinary Shares issued in the Company’s IPO; and (vii) “Extended Period”
shall mean the additional month period to approve a Business Combination as
      more
      specifically described in the registration statement relating to the IPO.


    


    
      	 	 	 
	 
 	 
 	 
 
	 	 	Jonathan
              Tulkoff
	 	
              

              Print Name of Insider


    

     

    
      
        	 	 	 
	 
 	 
 	 
 
	 	 	 
	 	
                

                Signature


      

       

    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    Exhibit
      A