LOCK-UP/LEAK-OUT
      AGREEMENT

    


    THIS
      LOCK-UP/LEAK-OUT AGREEMENT (the "Agreement") is made and entered into this
      20th
      day of November 2008, by and between Red Oak Concepts, Inc., a Nevada
      corporation (the "Company"), and _______________ (the "Shareholder")
      and.

    


    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 Vinyl Fence Company, Inc. ("TVFC") and the holders
      of
      all of the outstanding shares of the capital stock of 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"), and agreeing to register
      for
      public resale under the Securities Act of 1933, as amended (the "Securities
      Act") all shares issued to the TVFC shareholders pursuant to said
      agreement.

    


    RECITALS

    


    WHEREAS,
      the
      Shareholder is the registered owner of the number of shares of Common Stock
      set
      forth on the signature page hereof that were issued pursuant to the Share
      Exchange Agreement (the "Shares"); and

    


    WHEREAS,
      as a
      material inducement to the Company to register the register the Shares for
      public resale under the Securities Act, the Company and the Shareholder 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, the Shareholder may transfer its Shares
      to
      its affiliates or associates (individually, a “Transferee”), at such value as
      determined by the 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 Shareholder may be
      otherwise restricted from selling Shares under applicable United States Federal
      or state securities laws, rules and regulations, the Shareholder 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, the Shareholder 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, the Shareholder shall be allowed to
      sell
      1/36th
      of the
      Shares during each month thereafter. Upon the expiration of said thirty-six
      month period, the Shareholder shall be entitled to sell or otherwise dispose
      of
      its Shares in any manner it sees fit.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    2.3. All
      Shares shall be sold on a non-cumulative basis, meaning that if the Shareholder
      did not sell all of the Shares it was entitled to sell during a particular
      month, it may not cumulate the unsold portion of that month's allotment to
      the
      next month's allotment, and so forth. 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 the 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. Shareholder
      agrees that it 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. Upon issuance of such waiver the
      Shareholder 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, the Shareholder shall be entitled to exercise its beneficial rights
      of
      ownership of its Shares, including the right to vote its Shares for any and
      all
      purposes.

    


    6. The
      number of Shares that may be sold during any month by the 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
      the
      Shareholder fails to fully adhere to the terms and conditions of this Agreement,
      then it shall be liable to the Company for any damages suffered by reason of
      any
      such breach of the terms and conditions hereof. Shareholder agrees that in
      the
      event of a breach of any of the terms and conditions of this Agreement by it,
      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 Shareholder to cease and desist from violating
      the terms and conditions of this Agreement and specifically requiring
      Shareholder to perform its 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 Shareholder. If the Company prevails
      in an
      action to enforce this Agreement, it shall be entitled to receive from a the
      Shareholder reimbursement for all fees and expenses incurred in connection
      therewith, including reasonable fees of counsel.

     

    
      
         

      

      
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    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:

            	 	
              Vinyl Products, Inc.

            
	 	 	
              2210
                South Richey Street

            
	 	 	
              Santa
                Ana California 92705

            
	 	 	
              Attn.:
                Mr. Gordon Knott

            
	 	
                

            	
              Facsimile
                No.: 714-210-8831

            


    

    


    If
      to the
      Shareholder: at
      addresses on file for it with the Company's transfer agent.

    


    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 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 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.  

    


    REMAINDER
      OF PAGE INTENTIONALLY LEFT BLANK

    SIGNATURE
      PAGE FOLLOWS

    


    
      
         

      

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

    


    
      	
              VINYL
                PRODUCTS, INC.

            
	 
	
              By:

            	 
	
              Gordon
                Knott, President

            
	 
	
              SHAREHOLDER:

            
	 
	
              By:

            	 


    

    


    
      
         

      

      
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