INVESTMENT
      MANAGEMENT TRUST AGREEMENT

     

    This
      Agreement is made as of __________, 2008 by and between Redstar
      Partners, Inc. (the “Company”) and Continental Stock Transfer & Trust
      Company (“Trustee”).

     

    WHEREAS,
      the Company’s registration statement on Form S-1, No. 333- 149327 (“Registration
      Statement”), for its initial public offering of securities (“IPO”) has been
      declared effective as of the date hereof (“Effective Date”) by the Securities
      and Exchange Commission (capitalized terms used herein and not otherwise defined
      shall have the meanings set forth in the Registration Statement); and


     

    WHEREAS,
      Morgan Joseph & Co. Inc. (the “Representative”) is acting as the
      representative of the underwriters in the IPO pursuant to an underwriting
      agreement dated on or about the date hereof between the Company and the
      Representative (the “Underwriting Agreement”); and

     

    WHEREAS,
      as described in the Registration Statement, and in accordance with the Company’s
      Memorandum and Articles of Association, $24,480,000 of the gross proceeds of
      the
      IPO and sale of the Insider Warrants (as defined in the Registration Statement)
      ($27,972,000 if the underwriters’ over-allotment option is exercised in full)
      will be delivered to the Trustee to be deposited and held in a trust account
      for
      the benefit of the Company and the holders of the Company’s ordinary shares, par
      value $.0001 per share, issued in the IPO as hereinafter provided and in the
      event the Units are registered in Colorado, pursuant to Section 11-51-302(6)
      of
      the Colorado Revised Statutes. A copy of the Colorado Statute is attached hereto
      and made a part hereof (the amount to be delivered to the Trustee will be
      referred to herein as the “Property”, the shareholders for whose benefit the
      Trustee shall hold the Property will be referred to as the “Public
      Shareholders,” and the Public Shareholders and the Company will be referred to
      together as the “Beneficiaries”); and

     

    WHEREAS,
      pursuant to the Underwriting Agreement, a portion of the Property equal to
      $960,000 (or $1,104,000 if the underwriters’ over-allotment option is exercised
      in full, subject to proportional adjustment pursuant to the Underwriting
      Agreement if the underwriters’ over-allotment option is exercised in part, but
      not in full, prior to its expiration as specified in a notice pursuant to
      Paragraph 1(i) hereof) is attributable to deferred underwriting commissions
      that
      will become payable by the Company to the underwriters upon the consummation
      of
      an Initial Business Combination (the “Deferred Discount”); and 

     

    WHEREAS,
      the Company and the Trustee desire to enter into this Agreement to set forth
      the
      terms and conditions pursuant to which the Trustee shall hold the
      Property;

     

    IT
      IS
      AGREED:

     

    1.  Agreements
      and Covenants of Trustee.
      The
      Trustee is hereby appointed to serve as Trustee hereunder, and the Trustee
      hereby agrees to act as Trustee upon the terms and conditions set forth herein.
      The Trustee hereby agrees and covenants to:

     

    (a)  Hold
      the
      Property in trust for the Beneficiaries in accordance with the terms of this
      Agreement, including the terms of Section 11-51-302(6) of the Colorado Statute,
      in a segregated trust account (“Trust Account”) established by the
      Trustee;

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    (b)  Manage,
      supervise and administer the Trust Account subject to the terms and conditions
      set forth herein;

     

    (c)  In
      a
      timely manner, upon the instruction of the Company, to invest and reinvest
      the
      Property in United States “government securities” within the meaning of Section
      2(a)(16) of the Investment Company Act of 1940 having a maturity of 180 days
      or
      less, and/or in any open ended investment company registered under the
      Investment Company Act of 1940 that holds itself out as a money market fund
      selected by the Company meeting the conditions of paragraphs (c)(2), (c)(3)
      and
      (c)(4) of Rule 2a-7 promulgated under the Investment Company Act of 1940, as
      determined by the Company;

     

    (d)  Collect
      and receive, when due, all principal and income arising from the Property,
      which
      shall become part of the “Property,” as such term is used herein;

     

    (e)  Notify
      the Company and the Representative of all communications received by it with
      respect to any Property requiring action by the Company;

     

    (f)  Supply
      any necessary information or documents as may be requested by the Company in
      connection with the Company’s preparation of the tax returns for the Trust
      Account;

     

    (g)  Participate
      in any plan or proceeding for protecting or enforcing any right or interest
      arising from the Property if, as and when instructed by the Company and/or
      the
      Representative to do so;

     

    (h)  Render
      to
      the Company and to the Representative, and to such other person as the Company
      may instruct, monthly written statements of the activities of and amounts in
      the
      Trust Account reflecting all receipts and disbursements of the Trust
      Account;

     

    (i)  Commence
      liquidation of the Trust Account only after and promptly after receipt of,
      and
      only in accordance with, the terms of a letter (“Termination Letter”), in a
      form substantially similar to that attached hereto as either Exhibit
      A
      or
Exhibit B,
      signed
      on behalf of the Company by its Chief Executive Officer or Chairman of the
      Board
      and Secretary or Assistant Secretary or other authorized officer of the Company,
      and complete the liquidation of the Trust Account and distribute the Property
      in
      the Trust Account only as directed in the Termination Letter and the other
      documents referred to therein; provided,
      however,
      that in
      the event that a Termination Letter has not been received by the Trustee by
      the
      Last Date (as defined in Section 3(g) below), the Trust Account shall be
      liquidated in accordance with the procedures set forth in the Termination Letter
      attached as Exhibit
      B
      hereto
      and distributed to the shareholders of record on the Last Date. In all cases,
      the Trustee shall provide the Representative with a copy of any Termination
      Letters and/or any other correspondence that it receives with respect to any
      proposed withdrawal from the Trust Account promptly after it receives same.
      The
      provisions of this Section 1(i) may not be modified, amended or deleted under
      any circumstances;

     

    (j)  Distribute
      the Deferred Discount to the Representative on behalf of the Underwriters upon
      receipt of written notice from the Company; and

     

    (k)  Distribute
      upon receipt of an Extension Notification Letter, to Public Shareholders who
      exercised their conversion rights in connection with an Extension an amount
      equal to the pro rata share of the Property relating to the ordinary shares
      for
      which such Public Shareholders have exercised conversion rights in connection
      with a vote of shareholders for an Extension.

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

    2.  Limited
      Distributions of Income from Trust Account.
      

     

    (a)  Upon
      written request from the Company, which may be given from time to time in a
      form
      substantially similar to that attached hereto as Exhibit
      C,
      signed
      on behalf of the Company by a duly authorized executive officer of the Company,
      the Trustee shall distribute to the Company the amount requested by the Company
      to cover any of the Company’s tax obligations;

     

    (b)  Upon
      written request from the Company, which may be given from time to time in a
      form
      substantially similar to that attached hereto as Exhibit D, signed on behalf
      of
      the Company by a duly authorized executive officer of the Company, the Trustee
      shall distribute to the Company the amount requested by the Company to cover
      expenses related to administrative expenses, investigating and selecting a
      target business and other working capital requirements; provided, however,
      that
      the aggregate amount of all such distributions pursuant to this subsection
      shall
      not exceed $480,000 and
      the
      Company will not be allowed to withdraw interest income earned on the trust
      account unless there is sufficient funds available to pay the Company’s tax
      obligations that are or will be due on such interest income at an assumed rate
      of 40% or otherwise then due at that time;
      and

     

    (c)  The
      limited distributions referred to in Sections 2(a) and 2(b) above shall be
      made
      only from interest collected on the Property. Except as provided in Section
      2(a)
      and 2(b) above, no other distributions from the Trust Account shall be permitted
      except in accordance with Section 1(i), 1(j) and 1(k) hereof.

     

    3.  Agreements
      and Covenants of the Company.
      The
      Company hereby agrees and covenants to:

     

    (a)  Give
      all
      instructions to the Trustee hereunder in writing, signed by the Company’s
      Chairman of the Board or Chief Executive Officer or other authorized officer.
      In
      addition, except with respect to its duties under paragraphs 1(i), 1(j), 1(k),
      2(a) and 2(b) above, the Trustee shall be entitled to rely on, and shall be
      protected in relying on, any verbal or telephonic advice or instruction which
      it
      in good faith believes to be given by any one of the persons authorized above
      to
      give written instructions, provided that the Company shall promptly confirm
      such
      instructions in writing;

     

    (b)  Hold
      the
      Trustee harmless and indemnify the Trustee from and against, any and all
      expenses, including reasonable counsel fees and disbursements, or loss suffered
      by the Trustee in connection with any action, suit or other proceeding brought
      against the Trustee involving any claim, or in connection with any claim or
      demand which in any way arises out of or relates to this Agreement, the services
      of the Trustee hereunder, or the Property or any income earned from investment
      of the Property, except for expenses and losses resulting from the Trustee's
      gross negligence or willful misconduct. Promptly after the receipt by the
      Trustee of notice of demand or claim or the commencement of any action, suit
      or
      proceeding, pursuant to which the Trustee intends to seek indemnification under
      this paragraph, it shall notify the Company in writing of such claim
      (hereinafter referred to as the “Indemnified Claim”). The Trustee shall have the
      right to conduct and manage the defense against such Indemnified Claim,
      provided, that the Trustee shall obtain the consent of the Company with respect
      to the selection of counsel, which consent shall not be unreasonably withheld.
      The Trustee may not agree to settle any Indemnified Claim without the prior
      written consent of the Company, which consent shall not be unreasonably
      withheld. The Company may participate in such action with its own counsel;
      

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

    (c)  Pay
      the
      Trustee an initial acceptance fee, an annual fee and a transaction processing
      fee for each disbursement made pursuant to Section 2 as set forth on Schedule
      A
      hereto, which fees shall be subject to modification by the parties from time
      to
      time. It is expressly understood that the Property shall not be used to pay
      such
      fees unless and until it is distributed to the Company pursuant to Section
      2.
      The Company shall pay the Trustee the initial acceptance fee and first year’s
      fee at the consummation of the IPO and thereafter on the anniversary of the
      Effective Date. The Trustee shall refund to the Company the annual fee (on
      a pro
      rata basis) with respect to any period after the liquidation of the Trust Fund.
      The Company shall not be responsible for any other fees or charges of the
      Trustee except as set forth in this Section 3(c) and as may be provided in
      Section 3(b) hereof (it being expressly understood that the Property shall
      not
      be used to make any payments to the Trustee under such Sections);

     

    (d)  Within
      five business days after the underwriters’ over-allotment option (or any
      unexercised portion thereof) expires or is exercised in full, provide the
      Trustee with a notice in writing (with a copy to the Representative) of the
      total amount of the Deferred Discount;

     

    (e)  In
      connection with any vote of the Company’s shareholders regarding a Business
      Combination or an Extension, provide to the Trustee an affidavit or certificate
      of a firm regularly engaged in the business of soliciting proxies and/or
      tabulating shareholder votes (which firm may be the Trustee) verifying the
      vote
      of the Company’s shareholders regarding such Business Combination or
      Extension;

     

    (f)  Within
      5
      business days after the consummation of the initial IPO, provide the Trustee
      with a notice in writing (with a copy to the Representative) indicating the
      date
      that is 24 months after the date of the consummation of the initial public
      offering (such date, the “Initial Last Date”); and

     

    (g)  Within
      five business days after the vote of the Company’s shareholders regarding an
      Extension (as described in paragraph (e) above) provide the Trustee with a
      letter (an “Extension Notification Letter”) (with a copy to the Representative)
      providing that (i) the Initial Last Date has been extended (an “Extension”) to a
      date that is not more than 36 months after the consummation of the IPO (such
      date, the “Extended Last Date”); as used herein the term “Last Date” shall mean
      the later of (A) the Initial Last Date and (B) the Extended Last Date, if there
      is an Extension, and (ii) instructions for the distribution of funds to Public
      Shareholders who exercised their conversion option in connection with such
      Extension.

     

    4.  Limitations
      of Liability.
      The
      Trustee shall have no responsibility or liability to:

     

    (a)  Take
      any
      action with respect to the Property, other than as directed in paragraphs 1
      and
      2 hereof and the Trustee shall have no liability to any party except for
      liability arising out of its own gross negligence or willful
      misconduct;

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

    (b)  Institute
      any proceeding for the collection of any principal and income arising from,
      or
      institute, appear in or defend any proceeding of any kind with respect to,
      any
      of the Property unless and until it shall have received instructions from the
      Company given as provided herein to do so and the Company shall have advanced
      or
      guaranteed to it funds sufficient to pay any expenses incident
      thereto;

     

    (c)  Change
      the investment of any Property, other than in compliance with
      paragraph 1(c);

     

    (d)  Refund
      any depreciation in principal of any Property;

     

    (e)  Assume
      that the authority of any person designated by the Company to give instructions
      hereunder shall not be continuing unless provided otherwise in such designation,
      or unless the Company shall have delivered a written revocation of such
      authority to the Trustee;

     

    (f)  The
      other
      parties hereto or to anyone else for any action taken or omitted by it, or
      any
      action suffered by it to be taken or omitted, in good faith and in the exercise
      of its own best judgment, except for its gross negligence or willful misconduct.
      The Trustee 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 Trustee), 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 Trustee, in good faith, to be
      genuine and to be signed or presented by the proper person or persons. The
      Trustee shall not be bound by any notice or demand, or any waiver, modification,
      termination or rescission of this Agreement or any of the terms hereof, unless
      evidenced by a written instrument delivered to the Trustee signed by the proper
      party or parties and, if the duties or rights of the Trustee are affected,
      unless it shall give its prior written consent thereto;

     

    (g)  Verify
      the correctness of the information set forth in the Registration Statement
      or to
      confirm or assure that any acquisition made by the Company or any other action
      taken by it is as contemplated by the Registration Statement; and

     

    (h)  File
      information returns with the United States Internal Revenue Service and payee
      statements with the Company, documenting the taxes payable by the Company,
      if
      any, relating to interest earned on the Property.

     

    5.  Termination.
      This
      Agreement shall terminate as follows:

     

    (a)  If
      the
      Trustee gives written notice to the Company that it desires to resign under
      this
      Agreement, the Company shall use its reasonable efforts to locate a successor
      trustee. At such time that the Company notifies the Trustee that a successor
      trustee has been appointed by the Company and has agreed to become subject
      to
      the terms of this Agreement, the Trustee shall transfer the management of the
      Trust Account to the successor trustee, including but not limited to the
      transfer of copies of the reports and statements relating to the Trust Account,
      whereupon this Agreement shall terminate; provided, however, that, in the event
      that the Company does not locate a successor trustee within ninety days of
      receipt of the resignation notice from the Trustee, the Trustee may submit
      an
      application to have the Property deposited with any court in the State of New
      York or with the United States District Court for the Southern District of
      New
      York and upon such deposit, the Trustee shall be immune from any liability
      whatsoever; or 

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

    (b)  At
      such
      time that the Trustee has completed the liquidation of the Trust Account in
      accordance with the provisions of paragraph 1(i) hereof, and distributed the
      Property in accordance with the provisions of the Termination Letter, this
      Agreement shall terminate except with respect to Paragraph 3(b).

     

    6.  Miscellaneous.

     

    (a)  The
      Company and the Trustee each acknowledge that the Trustee will follow the
      procedures set forth below with respect to funds transferred from the Trust
      Account. Upon receipt of written instructions, the Trustee will confirm such
      instructions with an Authorized Individual at an Authorized Telephone Number
      listed on the attached Exhibit E. In executing funds transfers, the Trustee
      will rely upon account numbers or other identifying numbers of a beneficiary,
      beneficiary's bank or intermediary bank, rather than names. The Trustee shall
      not be liable for any loss, liability or expense resulting from any error in
      an
      account number or other identifying number, provided it has accurately
      transmitted the numbers provided.

     

    (b)  This
      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. It may be executed in several original or facsimile
      counterparts, each one of which shall constitute an original, and together
      shall
      constitute but one instrument.

     

    (c)  This
      Agreement contains the entire agreement and understanding of the parties hereto
      with respect to the subject matter hereof. Except for Section 1(i) (which may
      not be amended under any circumstances), this Agreement or any provision hereof
      may only be changed, amended or modified by a writing signed by each of the
      parties hereto; provided, however, that no such change, amendment or
      modification may be made without the prior written consent of the
      Representative. As to any claim, cross-claim or counterclaim in any way relating
      to this Agreement, each party waives the right to trial by jury.

     

    (d)  The
      parties hereto consent to the jurisdiction and venue of any state or federal
      court located in the City of New York, Borough of Manhattan, for purposes of
      resolving any disputes hereunder.

     

    (e)  Any
      notice, consent or request to be given in connection with any of the terms
      or
      provisions of this Agreement shall be in writing and shall be sent by express
      mail or similar private courier service, by certified mail (return receipt
      requested), by hand delivery or by facsimile transmission:

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

    if
      to the
      Trustee, to:

     

    Continental
      Stock Transfer & Trust Company

    17
      Battery Place 

    New
      York,
      New York 10004

    Attn: Steven
      Nelson

    Fax
      No.:
      (___) ___-____

     

    if
      to the
      Company, to:

     

    Redstar
      Partners, Inc. 

    122
      East
      42nd Street, 17th Floor

    New
      York,
      New York 10168

    Attn:
      Nathan J. Mazurek, Chairman

    Fax
      No.:
      (___) ___-____

     

    in
      either
      case with a copy to:

     

    Morgan
      Joseph & Co. Inc. 

    600
      Fifth
      Avenue, 19th Floor

    New
      York,
      New York 10020

    Attn:
      Tina Pappas

    Fax
      No.:
      (212) 218-3760

     

    (f)  This
      Agreement may not be assigned by the Trustee without the prior consent of the
      Company and the Representative.

     

    (g)  Each
      of
      the Trustee and the Company hereby represents that it has the full right and
      power and has been duly authorized to enter into this Agreement and to perform
      its respective obligations as contemplated hereunder. The Trustee acknowledges
      and agrees that it shall not make any claims or proceed against the Trust
      Account, including by way of set-off, and shall not be entitled to any funds
      in
      the Trust Account under any circumstance.

     

    (h)  Each
      of
      the Company and the Trustee hereby acknowledge that the Representative is a
      third party beneficiary of this Agreement.

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    IN
      WITNESS WHEREOF, the parties have duly executed this Investment Management
      Trust
      Agreement as of the date first written above.

     

    
      	 	 	 
	 	
              CONTINENTAL
                STOCK TRANSFER

              &
                TRUST COMPANY, as Trustee

            
	 
 	 
 	 
 
	 	By:  	 
	 	
              

              Name:
                

              Title:
                

            


    

     

    
      
        	 	 	 
	 	REDSTAR
                PARTNERS, INC. 
	 
 	 
 	 
 
	 	By:  	 
	 	
                

                Name:
                  

                Title:
                  

              




      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

      

    

    
       

    

    SCHEDULE
      A

     

    


    
      	
              Fee
                Item

            	 	
              Time
                and method of payment

            	 	
              Amount

            
	
              Initial
                acceptance fee

            	 	
              Initial
                closing of IPO by wire transfer 

            	 	
              $1,000

            
	
              Annual
                fee

            	 	
              First
                year, initial closing of IPO by wire transfer; thereafter on the
                anniversary of the effective date of the IPO by wire transfer or
                check

            	 	
              $3,000

            
	
              Transaction
                processing fee for disbursements to Company under Section
                2

            	 	
              Deduction
                by Trustee from accumulated income following disbursement made to
                Company
                under Section 2

            	 	
              $250

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
      A

     

    [Letterhead
      of Company]

     

    [Insert
      date]

     

    Continental
      Stock Transfer 

    &
      Trust Company

    17
      Battery Place

    New
      York,
      New York 10004

    Attn:
      Steven Nelson

     

    
      	
            	Re:	
              Trust
                Account No. __________ Termination
                Letter

            


    

     

    Gentlemen:

     

    Pursuant
      to paragraph 1(i) of the Investment Management Trust Agreement between
Redstar
      Partners, Inc. (“Company”) and Continental Stock Transfer & Trust Company
      (“Trustee”), dated as of ____________, 2008 (“Trust Agreement”), this is to
      advise you that the Company has entered into an agreement (“Business Agreement”)
      with __________________ (“Target Business”) to consummate a business combination
      with Target Business (“Business Combination”) on or about [insert
      date].
      The
      Company shall notify you at least 48 hours in advance of the actual date of
      the
      consummation of the Business Combination (“Consummation Date”).

     

    In
      accordance with the terms of the Trust Agreement, we hereby authorize you to
      commence liquidation of the Trust Account to the effect that, on the
      Consummation Date, all of funds held in the Trust Account will be immediately
      available for transfer to the account or accounts that the Company shall direct
      on the Consummation Date.

     

    On
      the
      Consummation Date (i) counsel for the Company shall deliver to you written
      notification that the Business Combination has been consummated (“Counsel’s
      Letter”) and (ii) the Company shall deliver to you (a) [an affidavit] [a
      certificate] of __________________, which verifies the vote of the Company’s
      shareholders in connection with the Business Combination and (b) written
      instructions with respect to the transfer of the funds held in the Trust Account
      (“Instruction Letter”). You are hereby directed and authorized to transfer the
      funds held in the Trust Account immediately upon your receipt of the Counsel's
      Letter and the Instruction Letter, in accordance with the terms of the
      Instruction Letter. In the event that certain deposits held in the Trust Account
      may not be liquidated by the Consummation Date without penalty, you will notify
      the Company of the same and the Company shall direct you as to whether such
      funds should remain in the Trust Account and distributed after the Consummation
      Date to the Company. Upon the distribution of all the funds in the Trust Account
      pursuant to the terms hereof, the Trust Agreement shall be terminated and the
      Trust Account closed.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    In
      the
      event that the Business Combination is not consummated on the Consummation
      Date
      described in the notice thereof and we have not notified you on or before the
      original Consummation Date of a new Consummation Date, then the funds held
      in
      the Trust Account shall be reinvested as provided in the Trust Agreement on
      the
      business day immediately following the Consummation Date as set forth in the
      notice.

     

    
      	 	 	 
	 	Very
              truly
              yours,
	 	 
	 	REDSTAR
              PARTNERS, INC. 
	 
 	 
 	 
 
	 	By:  	 
	 	
              

              Nathan J. Mazurek, Chairman of the Board


    

    
      	 	 	 
	 
 	 
 	 
 
	 	By:  	 
	 	
              

              Margaret Wong , Secretary


    

     

    cc:
      Morgan Joseph & Co. Inc.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
      B

     

    [Letterhead
      of Company]

     

    [Insert
      date]

     

    Continental
      Stock Transfer 

    &
      Trust Company

    17
      Battery Place

    New
      York,
      New York 10004

    Attn:
      Steven Nelson

     

    
      	
            	Re:	
              Trust
                Account No. _______ Termination
                Letter

            


    

     

    Gentlemen:

     

    Pursuant
      to paragraph 1(i) of the Investment Management Trust Agreement between
Redstar
      Partners, Inc. (“Company”) and Continental Stock Transfer & Trust Company
      (“Trustee”), dated as of ____________, 2008 (“Trust Agreement”), this is to
      advise you that the Company has been unable to effect a Business Combination
      with a Target Company within the time frame specified in the Company’s
      Memorandum and Articles of Association, as described in the Company’s prospectus
      relating to its IPO.

     

    In
      accordance with the terms of the Trust Agreement, we hereby authorize you,
      to
      commence liquidation of the Trust Account as promptly as practicable to
      shareholders of record on the Last Date (as defined in the Trust Agreement).
      You
      will notify the Company in writing as to when all of the funds in the Trust
      Account will be available for immediate transfer (“Transfer Date”) in accordance
      with the terms of the Trust Agreement and the Memorandum and Articles of
      Association of the Company. You shall commence distribution of such funds in
      accordance with the terms of the Trust Agreement and the Memorandum and Articles
      of Association of the Company and you shall oversee the distribution of the
      funds. Upon the distribution of all the funds in the Trust Account, your
      obligations under the Trust Agreement shall be terminated. 

     

    
      
        	 	 	 
	 	Very
                truly
                yours,
	 	 
	 	REDSTAR
                PARTNERS, INC. 
	 
 	 
 	 
 
	 	By:  	 
	 	
                

                Nathan J. Mazurek, Chairman of the Board


      

      
        	 	 	 
	 
 	 
 	 
 
	 	By:  	 
	 	
                

                Margaret Wong , Secretary


      

       

      cc:
        Morgan Joseph & Co. Inc.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

     

    EXHIBIT
      C


     

    [Letterhead
      of Company]


     

    [Insert
      date]

     

    Continental
      Stock Transfer 

    &
      Trust Company

    17
      Battery Place

    New
      York,
      New York 10004

    Attn:
      Steven Nelson

    
       

      
        	
              	Re:	
                Trust
                  Account No. __________

              


      

       

    

    Gentlemen:

     

    Pursuant
      to paragraph 2(a) of the Investment Management Trust Agreement between Redstar
      Partners, Inc. (“Company”) and Continental Stock Transfer & Trust Company
      (“Trustee”), dated as of ___________, 2008 (“Trust Agreement”), this
      is
      to advise you that the Company hereby requests that you deliver to the Company
      $_______ of the income earned on the Property as of the date hereof. The Company
      needs such funds to pay for the tax obligations as set forth on the attached
      tax
      return or tax statement. In accordance with the terms of the Trust Agreement,
      you are hereby directed and authorized to transfer (via wire transfer) such
      funds promptly upon your receipt of this letter to the Company’s operating
      account at:

     

    [WIRE
      INSTRUCTION INFORMATION]

     

    
      
        	 	 	 
	 	Very
                truly
                yours,
	 	 
	 	REDSTAR
                PARTNERS, INC. 
	 
 	 
 	 
 
	 	By:  	 
	 	
                

                Nathan J. Mazurek, Chairman of the Board


      

      
        	 	 	 
	 
 	 
 	 
 
	 	By:  	 
	 	
                

                Margaret Wong , Secretary


      

       

      cc:
        Morgan Joseph & Co. Inc.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

         

      

    

    EXHIBIT
      D

     

    [Letterhead
      of Company]

     

    [Insert
      date]

     

    Continental
      Stock Transfer 

    &
      Trust Company

    17
      Battery Place

    New
      York,
      New York 10004

    Attn:
      Steven Nelson

    
      
         

        
          	
                	Re:	
                  Trust
                    Account No. __________

                


        

         

      

    

    Gentlemen:

     

    Pursuant
      to paragraph 2(b) of the Investment Management Trust Agreement between Redstar
      Partners, Inc. (“Company”) and Continental Stock Transfer & Trust Company
      (“Trustee”), dated as of __________, 2008 (“Trust Agreement”), this
      is
      to advise you that the Company hereby requests that you deliver to the Company
      $_______ of the income earned on the Property as of the date hereof, which
      does
      not exceed, in the aggregate with all such prior disbursements pursuant to
      paragraph 2(b), if any, the maximum amount set forth in paragraph 2(b). The
      Company needs such funds to cover its expenses relating to administrative
      expenses, investigating and selecting a target business and other working
      capital requirements. In accordance with the terms of the Trust Agreement,
      you
      are hereby directed and authorized to transfer (via wire transfer) such funds
      promptly upon your receipt of this letter to the Company’s operating account
      at:

     

    [WIRE
      INSTRUCTION INFORMATION]

     

    
      
        
          	 	 	 
	 	Very
                  truly
                  yours,
	 	 
	 	REDSTAR
                  PARTNERS, INC. 
	 
 	 
 	 
 
	 	By:  	 
	 	
                  

                  Nathan J. Mazurek, Chairman of the Board


        

        
          	 	 	 
	 
 	 
 	 
 
	 	By:  	 
	 	
                  

                  Margaret Wong , Secretary


        

         

        cc:
          Morgan Joseph & Co. Inc.

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

           

        

      

    

    EXHIBIT
      E

     

    
      
        	
                AUTHORIZED
                  INDIVIDUAL(S)

              	 	
                AUTHORIZED

              	 
	
                FOR
                  TELEPHONE CALL BACK 

              	 	
                TELEPHONE
                  NUMBER(S)

              	 
	 	 	 	 
	
                Company:

              	 	 	 
	 	 	 	 
	
                Redstar
                  Partners, Inc.

              	 	 	 
	
                122
                  East 42nd
                  Street, 17th
                  Floor

              	 	 	 
	
                New
                  York, New York 10168

              	 	 	 
	
                Attn:
                  Nathan J. Mazurek, Chairman

              	 	
                (212)
                  551-7815

              	 
	 	 	 	 
	 	 	 	 
	
                Trustee:

              	 	 	 
	 	 	 	 
	
                Continental
                  Stock Transfer 

                &
                  Trust Company

              	 	 	 
	
                17
                  Battery Place

              	 	 	 
	
                New
                  York, New York 10004

              	 	 	 
	
                Attn:
                  

              	 	
                (___)
                  ___-____