LOCK-UP/LEAK-OUT
      AGREEMENT

    


    THIS
      LOCK-UP/LEAK-OUT AGREEMENT (the "Agreement") is made and entered into this
      20th
      day of November 2008, between those individuals set forth on Schedule A attached
      hereto (each a "Shareholder" and, collectively, the "Shareholders") and Red
      Oak
      Concepts, Inc., a Nevada corporation (the "Company").

    


    All
      capitalized terms not defined herein shall have the meanings ascribed to them
      in
      that certain Share Exchange Agreement dated the date hereof between the Company,
      on the one hand, and the holders of all of the outstanding shares of the capital
      stock of The Vinyl Fence Company, Inc., a California corporation ("TVFC"),
      on
      the other, pursuant to which the Company is acquiring all of the outstanding
      shares of TVFC capital stock from said holders in exchange for shares of the
      Company's common stock, par value $.0001 per share ("Common
      Stock").

    


    RECITALS

    


    WHEREAS,
      the
      Stockholders collectively owned all of the issued and outstanding shares of
      Common Stock prior to giving effect to the consummation of the transactions
      contemplated by the Share Exchange Agreement (the "Shares");

    


    WHEREAS,
      as a
      material inducement to the holders of the TVFC capital stock to enter into
      the
      Share Exchange Agreement and as a condition precedent to the closing thereof,
      the Company and the Shareholders have agreed to enter into this Agreement and
      to
      restrict the sale, assignment, transfer, conveyance, hypothecation or alienation
      of the Shares, all on the terms set forth below.

    


    NOW,
      THEREFORE,
      in
      consideration of the foregoing premises and the mutual covenants contained
      herein, the receipt and sufficiency of which are hereby acknowledged, the
      parties hereto agree as follows:

    


    1. Notwithstanding
      anything contained in this Agreement, each of the Shareholders may transfer
      such
      Shareholder’s shares of Common Stock to such Shareholder’s affiliates, spouse
      and lineal descendants (individually, a “Transferee”) for estate planning
      purposes, at such value as determined by such Shareholder to be appropriate,
      provided that the Transferee (or the legal representative of the Transferee)
      executes an agreement to be bound by all of the terms and conditions of this
      Agreement in connection with the resale of any Shares, in form and substance
      reasonably satisfactory to and to be executed by the Company. Transfers pursuant
      to this Section 1 shall not be subject to the requirements of Section 2. Upon
      completion of a transfer under this Section 1, the Transferee shall be a
“Shareholder” under this Agreement for all purposes. 

     

     2. Except
      as
      otherwise expressly provided herein, and except as the Shareholders may be
      otherwise restricted from selling Shares under applicable United States Federal
      or state securities laws, rules and regulations, the Shareholders may only
      sell
      Shares subject to the following conditions:

    


    2.1. For
      the
      six months after the effective date of the registration statement filed with
      the
      Securities and Exchange Commission ("SEC") that registers the Shares under
      the
      Securities Act of 1933, as amended, the Shareholders may not sell, pledge,
      hypothecate, transfer, assign or in any other manner dispose of the
      Shares.

    


    2.2. Upon
      the
      expiration of the six-month period described in subsection 2.1, above, for
      a
      period of thirty six months thereafter, each Shareholder shall be allowed to
      sell 1/36th
      of such
      Shareholder’s Shares during each month thereafter. Upon the expiration of said
      thirty-six month period, the Shareholders shall be entitled to sell or otherwise
      dispose of their Shares in any manner they see fit.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    2.3. All
      Shares shall be sold on a non-cumulative basis, meaning that if a Shareholder
      did not sell all of the Shares such Shareholder was entitled to sell during
      a
      particular month, such Shareholder may not cumulate the unsold portion of that
      month's allotment to the next month's allotment, and so forth. Each Shareholder
      agrees that all sales will be made at no less than the best “asked” prices, and
      no sales will be made at the “bid” prices for the Shares. 

    


    2.4. Except
      as
      otherwise provided herein, all Shares shall be sold in “broker’s transactions”
and each Shareholder will comply with the “manner of sale” requirements as those
      terms are defined in Rule 144 of the Securities and Exchange Commission during
      the Lock-Up/Leak-Out Period.

    


    2.5. An
      appropriate legend describing this Agreement shall be imprinted on each stock
      certificate representing the Shares, and the transfer records of the Company’s
      transfer agent shall reflect such appropriate restrictions.

    


    2.6. Each
      Shareholder agrees that such Shareholder will not engage in any short selling
      of
      the Common Stock during the term of this Agreement.

     

    3. Notwithstanding
      anything to the contrary set forth herein, the Company may, in its sole
      discretion, at any time and from time to time, waive any of the conditions
      or
      restrictions contained herein to increase the liquidity of the Common Stock
      or
      if such waiver would otherwise be in the best interests of the development
      of
      the trading market for the Common Stock. Such waiver shall be applicable equally
      to all of the Shareholders, and upon issuance of such waiver all Shareholders
      shall be promptly notified of the waiver given and the time frame during which
      such waiver shall be effective. Any waiver shall be specific to the period
      described in the notice.

    


    4. In
      the
      event of: (a) a completed tender offer to purchase all or substantially all
      of
      the Company’s issued and outstanding securities or (b) a merger, consolidation
      or other reorganization of the Company with or into an unaffiliated entity
      that
      results in a subsequent change in control of the Company, then this Agreement
      shall terminate as of the closing of such event and the Shares restricted
      pursuant hereto shall be released from such restrictions.

    


    5. Except
      as
      otherwise provided in this Agreement or any other agreements between the
      parties, each Shareholder shall be entitled to exercise such Shareholder’s
      respective beneficial rights of ownership of such Shareholder’s Shares,
      including the right to vote such Shareholder’s Shares for any and all
      purposes.

    


    6. The
      number of Shares that may be sold during any month by a Shareholder shall be
      appropriately adjusted should the Company declare a dividend or distribution,
      undergo a forward split or a reverse split or otherwise reclassify its class
      of
      Common Stock.

    


    7. If
      a
      Shareholder fails to fully adhere to the terms and conditions of this Agreement,
      then such Shareholder shall be liable to the Company for any damages suffered
      by
      reason of any such breach of the terms and conditions hereof. Each Shareholder
      agrees that in the event of a breach of any of the terms and conditions of
      this
      Agreement by such Shareholder, that in addition to all other remedies that
      may
      be available in law or in equity to the Company, a preliminary and permanent
      injunction, without bond or surety, and an order of a court requiring such
      Shareholder to cease and desist from violating the terms and conditions of
      this
      Agreement and specifically requiring such Shareholder to perform such
      Shareholder’s obligations hereunder is fair and reasonable by reason of the
      inability of the parties to this Agreement to presently determine the type,
      extent or amount of damages that the Company may suffer as a result of any
      breach or continuation thereof by such Shareholder. If the Company prevails
      in
      an action to enforce this Agreement, it shall be entitled to receive from a
      violating Shareholder reimbursement for all fees and expenses incurred in
      connection therewith, including reasonable fees of counsel.


    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

    


    8. All
      notices, instructions or other communications required or permitted to be given
      pursuant to this Agreement shall be given in writing and delivered by facsimile,
      certified mail, return receipt requested or overnight courier by a nationally
      recognized courier service:

    


    
      	
              If to the Company:

            	 	
              The Vinyl Fence Company, Inc.

            
	 	 	
              2210 South Richey Street

            
	 	 	
              Santa Ana California 92705

            
	 	 	
              Attn.: Mr. Gordon Knott

            
	 	 	
              Facsimile No.: 714-210-8831

            
	 	 	 
	
              If to a Shareholder:

            	 	
              at addresses set forth for each Shareholder on Schedule A

            


    

    


    All
      notices shall be deemed to be given on the same day if delivered by facsimile,
      on the following business day if sent by overnight delivery or on the third
      business day following the date of mailing. 

    


    9. The
      resale restrictions on the Shares set forth in this Agreement shall be in
      addition to all other restrictions on transfer imposed by applicable United
      States and state securities laws, rules and regulations.

     

    10. This
      Agreement sets forth the entire understanding of the parties hereto with respect
      to the subject matter hereof, and may not be amended except by a written
      instrument executed by the parties hereto.

    


    11. This
      Agreement shall be governed by and construed in accordance with the laws of
      the
      State of California applicable to contracts entered into and to be performed
      wholly within said State; and the Company and each Shareholder agrees that
      any
      action based upon this Agreement may be brought in the United States and state
      courts of Orange County, California only, and each Shareholder submits to the
      jurisdiction of such courts for all purposes hereunder.

    


    12. In
      the
      event of default hereunder, the non-defaulting parties shall be entitled to
      recover all fees and expenses incurred in connection with the enforcement of
      this Agreement, including reasonable fees of counsel.

    


    13. This
      Agreement may be executed in two or more counterparts, all of which when taken
      together shall be considered one and the same agreement and shall become
      effective when counterparts have been signed by each party and delivered to
      the
      other party, it being understood that both parties need not sign the same
      counterpart.  In the event that any signature is delivered by
      facsimile transmission or by e-mail delivery of a “.pdf” format data file, such
      signature shall create a valid and binding obligation of the party executing
      (or
      on whose behalf such signature is executed) with the same force and effect
      as if
      such facsimile or “.pdf” signature page were an original thereof.

     

    IN
      WITNESS WHEREOF, the undersigned have duly executed and delivered this Agreement
      as of the day and year first above written.

    


    
      	
              RED
                OAK CONCEPTS, INC.

            
	 	 
	
              By:

            	
               

            
	 	
              Gordon
                Knott, President

            


    


    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    


    SCHEDULE
      A

    SHAREHOLDERS

    
      	
               

            
	
              Susan
                D. Zachmann (332,500 shares)

            
	
              Address: 5357 Red Oak Drive, Coopersburg, PA 18036

            
	
               

            
	
              Katherine J. Daniels (332,500 shares)

            
	
              Address: 155 Birch Hollow Drive, Bordentown, NJ 08505-4243

            
	
               

            
	
              Barbara Deadwiley (35,000 shares)

            
	
              Address: PO Box 4485, Durango, CO 81302

            


    


    
      
        
        

      

      
        4