f8k060608ex10_redrock.htm


    


     

     

    STOCK
FOR STOCK EXCHANGE AGREEMENT

     

    THIS
SHARE EXCHANGE AGREEMENT, dated as of the 6th day of June, 2008 (the
“Agreement”), by and among Red Rock Pictures Holdings, Inc., a Nevada corporation
(the “Company” or “RRPH”); and Studio Store Direct, Inc., a California
corporation (“SSD”) and all of the current SSD shareholders, each of whom has
executed a counterpart signature page to this Agreement (each, a “Shareholder”
and collectively, the “Shareholders”).  RRPH, SSD and the Shareholders
are collectively referred to herein as the “Parties.”

     

    W I T N E
S S E T H:

     

    WHEREAS,
the Shareholders own all of the issued and outstanding capital of SSD (the “SSD
Shares”).

     

    WHEREAS,
the parties to this Agreement intend to enter into share exchange whereby the
SSD Shareholders will exchange 100% of the SSD Shares for designated restricted
common shares of the Company to be issued in accordance with this
Agreement;

     

    WHEREAS,
the Company desires to transfer to the Shareholders, and the Shareholders desire
to acquire from the Company, 11,000,000 (million) restricted common shares of
the Company as listed on Schedule
A attached hereto;

     

    WHEREAS,
it is intended that upon the closing of this Stock for Stock Share Exchange
Agreement, the SSD will become a wholly owned subsidiary of the Company, and
will have its own board of directors.

     

    WHEREAS,
it is intended that simultaneously with the closing of this Agreement the key
SSD employees including the Chief Executive Officer shall enter into employment
agreements with the Company on such terms and conditions as will be
negotiated.  The execution of this Agreement shall be contingent on
the Company and the SSD employees entering into employment
agreements.

     

    NOW,
THEREFORE, in consideration, of the promises and of the mutual representations,
warranties and agreements set forth herein, the parties hereto agree as
follows:

     

    ARTICLE
I

     

    THE
EXCHANGE

     

    1.1 The
Exchange

     

     

    (a) Upon the
terms and subject to the conditions of the Agreement, and in accordance with the
Corporation Laws of the State of Nevada as to the Company and the Corporation
Laws of the State of California as to SSD, the parties hereto shall effect the
following stock for stock exchange as provided herein at Closing effective upon
the Effective Time.  SSD represents it can affirm and approve this
Agreement by consent of its Authorized Representative.

     

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

     

     

    (b) In
consideration of the mutual terms, covenants and conditions contained herein,
the Company shall issue and deliver to the Shareholders and/or their designees
11,000,000 shares of Restricted Company Common Stock as set forth opposite their
and/or their designee’s names on Schedule
A hereto or pursuant to separate instructions to be delivered prior to
Closing.  Promptly after Closing, the Company Common Stock will be
delivered by the Company Transfer Agent to the designated owners for the benefit
of each SSD Shareholder or designated assign, or to a shareholder representative
identified in writing who shall be the Authorized Representative of
SSD.  The shares will be legally issued and fully negotiable, except
as to customary restrictions on transferability of unregistered
stock.

     

    (c) In
consideration of the mutual terms, covenants and conditions contained herein,
the SSD Shareholders agree, at closing, to con­tribute, trans­fer,
assign and convey 100% of the outstanding stock equivalent of
SSD.  The SSD Shareholders further covenant and warrant that they will
provide the Company at closing with SSD’s adopted Board of Directors Resolutions
showing that 100% of the SSD Shares are deemed transferred to the Company as
set-out in Schedule
A in exchange for the designated shares of the Company Common
Stock.

     

    (d) The
recitals in this Agreement shall be incorporated as binding facts, conditions,
obligations and undertakings on the parties.

     

    1.2    Prior
to the Closing.Prior to
the Effective Time and as a condition to Closing, SSD shall conduct its business
in ordinary course and there shall be no material adverse change in its
business, financial condition or prospects, and the Company shall have received
final board of directors approval to enter the Share Exchange Agreement before
any Company Common Stock is issued pursuant to this
Agreement.

     

    1.3    Time
and Place of Closing. Subject
to the conditions set forth in Article VII being completed and the delivery of
all documents set forth in Article VI, the closing of the transactions
contemplated hereby (the “Closing”) shall take place upon satisfaction or waiver
by the appropriate parties of all conditions precedent, at the offices of Red
Rock Pictures Holdings, Inc on or before June 15, 2008
(the “Closing Date”) at 5:00 p.m. Pacific Time, or at such place and time as
mutually agreed upon by the parties hereto.

     

    1.4    Effective
Time . The
Exchange shall become effective (the “Effective Time”) at such time as all of
the conditions set forth in Article VII hereof have been satisfied or waived by
the Parties hereto.

     

    1.5    Result
of Stock for Stock Equivalent Exchange.  When the stock for
stock share exchange has been fully consummated and implemented, the following
results or status to the parties shall be extant:

     

    (a)      The
Company will continue as a reporting company under SEC regulations with
ownership of and entitlement to 100% of shares of SSD.

     

    (b)      SSD
will be a wholly owned subsidiary of the Company.

     

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    (c)      The
persons nominated below shall be appointed at closing as directors of RRPH
pursuant to this Agreement:

     

    
      	
               
      

            	
              DIRECTORS:

            


    

     

    1.  Reno
R. Rolle

     

    2.  Robert
Levy

     

    3. John
Whitesell

     

    
      	
               
      

            	
              OFFICERS:

            


    

     

    1.   Chairman:  Robert
Levy

     

    2.   CEO/
President:  Reno R. Rolle

     

    3.   CFO:  Lorraine
Evanoff

     

    (d)           The
current officers of SSD shall simultaneously with the execution of this
Agreement enter into an employment agreement with the Company at
closing.

     

    ARTICLE
II

     

    REPRESENTATIONS
AND WARRANTIES OF THE COMPANY 

     

    As an
inducement to, and to obtain the reliance of SSD, the Company represents and
warrants as follows:

     

    2.1    Due
Organization and Qualification; Due Authorization.

     

    (a) The
Company is a corporation duly incorporated, validly existing and in good
standing under the laws of the State of Nevada, with full corporate power and
authority to own, lease and operate its respective business and properties and
to carry on its business in the places and in the manner as presently conducted
or proposed to be conducted.

     

    (b) The
Company has all requisite corporate power and authority to execute and deliver
this Agreement, and to consummate the transactions contemplated hereby and
thereby. The Company has taken all corporate action necessary for the execution
and delivery of this Agreement and the consummation of the transactions
contemplated hereby, and this Agreement constitutes the valid and binding
obligation of the Company, enforceable against the Company in accordance with
its terms.

     

    2.2    No
Conflicts or Defaults.  The
execution and delivery of this Agreement by the Company and the consummation of
the transactions contemplated hereby do not and shall not (a) contravene the
Articles of Incorporation, as amended, or By-laws of the
Company.

     

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    2.3           Authorization;
Enforcement.  The person or entity executing these documents on
behalf of the Company has the requisite corporate power and authority to enter
into and to consummate the transactions contemplated in this Agreement and
otherwise to carry out its obligations hereunder and thereunder.  The
execution and delivery of this Agreement by the Company and the consummation by
it of the transactions contemplated hereby thereby have been duly authorized by
all necessary action on the part of the Company and no further action is
required by the Company, its board of directors or its stockholders in
connection therewith other than as set forth in this Agreement.  This
Agreement has been (or upon delivery will have been) duly executed by the
Company and, when delivered in accordance with the terms hereof and thereof,
will constitute the valid and binding obligation of the Company enforceable
against the Company in accordance with its terms except (i) as limited by
general equitable principles and applicable bankruptcy, insolvency,
reorganization, moratorium and other laws of general application affecting
enforcement of creditors’ rights generally, (ii) as limited by laws relating to
the availability of specific performance, injunctive relief or other equitable
remedies and (iii) insofar as indemnification and contribution provisions may be
limited by applicable law.

     

    2.4           Capitalization. The
authorized capital stock of the Company immediately prior to giving effect to
the transactions contemplated hereby consists of 120,000,000 shares of Company
Common Stock at $0.001 par value and 5,000,000 shares preferred stock at
$0.001.  All of the outstanding shares of Company Common Stock are,
and the Company Shares when issued in accordance with the terms hereof, will be,
duly authorized, validly issued, fully paid and nonassessable, and have not been
or, with respect to the Company Shares will not be issued in violation of any
preemptive right of stockholders.

     

    2.5           No
Assets or Liabilities .  Except
as set forth on the Financial Statements and as incurred in the ordinary course
of business, or for those not incurred in the ordinary course of business, the
Company does not have any (a) assets of any kind or (b) liabilities or
obligations, whether secured or unsecured, accrued, determined, absolute or
contingent, asserted or unasserted or otherwise.

     

    2.6           Taxes.  The
Company has filed all United States federal, state, county and local returns and
reports which were required to be filed on or prior to the date hereof in
respect of all income, withholding, franchise, payroll, excise, property, sales,
use, value-added or other taxes or levies, imposts, duties, license and
registration fees, charges, assessments or withholdings of any nature whatsoever
(together, “Taxes”), and has paid all Taxes (and any related penalties, fines
and interest) which have become due pursuant to such returns or reports or
pursuant to any assessment which has become payable, or, to the extent its
liability for any Taxes (and any related penalties, fines and interest) has not
been fully discharged, the same have been properly reflected as a liability on
the books and records of the Company and adequate reserves therefore have been
established.

     

    2.7           Indebtedness;
Contracts; No Defaults. Except
as otherwise disclosed, the Company’s periodic reports available on the EDGAR
filing system contain an accurate, cur­rent and complete list and
description of each contract and agreement required to be disclosed, whether
written or oral, other than this Agree­ment, (the "Contracts") to which the
Company is a party to or by which the Company or any of its assets are
bound.    No claim of breach of contract, tort, product
liability or other claim, con­tingent or otherwise, has been asserted or
threatened against the Company nor, to the best of the Company's knowledge, is
capable of being asserted by any employee, creditor, claimant or other person
against the Company.  No state of facts exists or has ex­isted,
nor has any event occurred, which could give rise to the asser­tion of any
such claim by any person.

     

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    2.8           Offers.  There
are no outstanding offers, bids, proposals or quotations made by the Company,
which, if ac­cepted, would create a Contract with the Company.

     

    2.9           Contracts. On the
Closing Date:

     

    (a) The
Company is not a party to any contract, agreement, commitment or instrument or
subject to any charter or other corporate restriction or any judgment, order,
writ, injunction, decree or award materially and adversely affects, or in the
future may (as far as the Company can now foresee) materially and adversely
affect, the business, operations, properties, assets or conditions of
prevention.

     

    2.10           Permits
and Licenses. The
Company has all certificates of occupancy, rights, permits, certificates,
licenses, franchises, approvals and other authorizations as are reasonably
necessary to conduct its respective business and to own, lease, use, operate and
occupy its assets, at the places and in the manner now conducted and operated,
except those the absence of which would not materially adversely affect its
respective business.

     

    2.11           Litigation. There
is no claim, dispute, action, suit, proceeding or investigation pending or, to
the knowledge of the Company, threatened, against or affecting the business of
the Company, or challenging the validity or propriety of the transactions
contemplated by this Agreement, at law or in equity or admiralty or before any
federal, state, local, foreign or other governmental authority, board, agency,
commission or instrumentality, nor to the knowledge of the Company, has any such
claim, dispute, action, suit, proceeding or investigation been pending or
threatened, during the twelve month period preceding the date hereof.
..

     

    2.12           Securities
Law Compliance. The
Company has complied with all of the applicable requirements of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”) and the Securities Act of
1933, as amended (the “Securities Act”), except as otherwise disclosed in the
SEC Reports, and has complied in all material respects with all applicable blue
sky laws in all material respects, except as otherwise disclosed in the SEC
Reports.

     

    2.13           Books
and Records.  The Company’s books and records, financials and
others, are and have been properly prepared and maintained in form and substance
adequate for preparing audited financial statements in accordance with generally
accepted accounting prin­ciples, and fairly and accurately reflect all of
the Company’s assets, obligations and accruals, and all transactions (normally
reflected in books and records in accordance with generally ac­cepted
ac­counting principles) to which the Company is or was a party or by which
the Company or any of its assets are or were affected.

     

    2.14           Consents.  The
execution, delivery and performance by the Company of this Agreement and the
consummation by the Company of the transactions contemplated hereby do not
require any consent that has not been received prior to the date
hereof.

     

    
      
        
        

      

      
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    2.15           Full
Disclosure.  All the representations and warran­ties made
by the Company herein or in any Schedule, and all of the statements, documents
or other information pertaining to the transaction contemplated herein made or
given by the Company, its agents or representatives, are complete and accurate
and does not contain any untrue statement of material fact or omit any
information required to make the statements and information provided, in light
of the transaction con­templated herein, non-misleading, accurate and
meaningful.

     

    ARTICLE
III

     

    REPRESENTATIONS
AND WARRANTIES OF SSD

     

    As an
inducement to, and to obtain the reliance of the Company, SSD represents and
warrants as follows:

     

    3.1    Due
Organization and Qualification; Subsidiaries, Due
Authorization.  SSD is a corporation validly existing and in
good standing under the laws of the State of California has its current
principal business address at 374 Poli Street, Suite 205 Ventura, CA
93001.  SSD and its Authorized Representative has the power and
authority and all material governmental licenses, authorizations, permits,
consents and approvals required to use the land and own, license or lease and
operate its properties and to conduct its business as presently conducted by it
in the manner and location where conducted.

     

    3.2    Authorization;
Enforcement.  The person or entity executing these documents on
behalf of SSD has the requisite corporate power and authority to enter into and
to consummate the transactions contemplated in this Agreement and otherwise to
carry out its obligations hereunder and thereunder.  The execution and
delivery of this Agreement by SSD and the consummation by it of the transactions
contemplated hereby thereby have been duly authorized by all necessary action on
the part of SSD and no further action is required by SSD, its board of directors
or its stockholders in connection therewith other than as set forth in this
Agreement.  This Agreement has been (or upon delivery will have been)
duly executed by SSD and, when delivered in accordance with the terms hereof and
thereof, will constitute the valid and binding obligation of SSD enforceable
against SSD in accordance with its terms except (i) as limited by general
equitable principles and applicable bankruptcy, insolvency, reorganization,
moratorium and other laws of general application affecting enforcement of
creditors’ rights generally, (ii) as limited by laws relating to the
availability of specific performance, injunctive relief or other equitable
remedies and (iii) insofar as indemnification and contribution provisions may be
limited by applicable law.

     

    3.3    No
Conflicts or Defaults . The
execution and delivery of this Agreement by SSD and the consummation of the
transactions contemplated hereby do not and shall not (a) contravene the
governing documents of SSD, or (b) with or without the giving of notice or the
passage of time, (i) violate, conflict with, or result in a breach of, or a
default or loss of rights under, any material covenant, agreement, mortgage,
indenture, lease, instrument, permit or license to which SSD or any of their
respective assets are bound, or any judgment, order or decree, or any law, rule
or regulation to which their assets are subject, (ii) result in the creation of,
or give any party the right to create, any lien upon any of the assets of SSD,
(iii) terminate or give any party the right to terminate, amend, abandon or
refuse to perform any material agreement, arrangement or commitment to which SSD
is a party or by which SSD or any of its assets are bound, or (iv) accelerate or
modify, or give any party the right to accelerate or modify, the time within
which, or the terms under which SSD is to perform any duties or obligations or
receive any rights or benefits under any material agreement, arrangement or
commitment to which it is a party.

     

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    3.4 Capitalization.


     

    (a)           The
entire issued and registered capital of SSD consists of 3,320,250
shares.  In addition:

     

    
      	
              (i)  

            	
              there
      are no warrants, options or other stock rights,  conversion
      privileges, stock purchase plans or other agreements or undertakings which
      obligate SSD now or upon the occurrence of some future event to issue
      shares of capital stock, or to transfer or assign its registered
      capital.

            


    

     

    
      	
              (ii)  

            	
              there
      are no restrictions on the transfer or assignment of proof of payment of
      capital of SSD other than those imposed by relevant U.S. state and federal
      securities laws, and

            


    

     

    
      	
              (iii)  

            	
              no
      capital contributor of SSD is entitled to any preemptive or similar
      statutory or contractual rights, either arising pursuant to an agreement
      or instrument to which SSD is a party or which are otherwise binding on
      SSD.

            


    

     

    (b)       The
capital contributions of the shareholders have been duly made to the
company.

     

    (c)        The
persons named herein as the SSD Shareholders hold all the equity interest of SSD
and such equity interest is transferable pursuant to this Agreement, and title
is fully and exclusively vested in the SSD Shareholders as such capital
contributors’ interest is identified in Schedule
A as attached and incorporated.

     

    3.5           Taxes.  SSD
has filed all returns and reports which were required to be filed on or prior to
the date hereof, and has paid all Taxes (and any related penalties, fines and
interest) which have become due pursuant to such returns or reports or pursuant
to any assessment which has become payable, or, to the extent its liability for
any Taxes (and any related penalties, fines and interest) has not been fully
discharged, the same have been properly reflected as a liability on the books
and records of SSD and adequate reserves therefore have been established. All
such returns and reports filed on or prior to the date hereof have been properly
prepared and are true, correct (and to the extent such returns reflect judgments
made by SSD such judgments were reasonable under the circumstances) and complete
in all material respects. Except as indicated in the Disclosure Schedule, no
extension for the filing of any such return or report is currently in effect.
Except as indicated on the Disclosure Schedule, no tax return or tax return
liability of SSD has been audited or, presently under audit. All taxes and any
penalties, fines and interest which have been asserted to be payable as a result
of any audits have been paid. Except as indicated on the Disclosure Schedule,
SSD has not given or been requested to give waivers of any statute of
limitations relating to the payment of any Taxes (or any related penalties,
fines and interest). There are no claims pending for past due Taxes. Except as
indicated on the Disclosure Statement, all payments for withholding taxes,
unemployment insurance and other amounts required to be paid for periods prior
to the date hereof to any governmental authority in respect of employment
obligations of SSD have been paid or shall be paid prior to the Closing and have
been duly provided for on the books and records of SSD and in the SSD Financial
Statements.

     

     

    
      
        
        

      

      
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    3.6           Financial
Statements.  Schedule
B to this Agreement, includes copies of the (i) audited financials of SSD
at December 31, 2006 and 2007, (the “SSD Financial Statements”). The Financial
Statements, together with the notes thereto, have been prepared in accordance
with U.S. generally accepted accounting principles applied on a basis consistent
throughout all periods presented. The Financial Statements present fairly the
financial position of SSD as of the dates and for the periods indicated. The
books of account and other financial records of SSD have been maintained in
accordance with good business practices.

     

    3.7           Compliance
with Law.
SSD is conducting their respective businesses in material compliance with all
applicable law, ordinance, rule, regulation, court or administrative order,
decree or process, or any requirement of insurance carriers material to its
business. SSD has not received any notice of violation or claimed violation of
any such law, ordinance, rule, regulation, order, decree, process or
requirement.

     

    3.8           Litigation:

     

    (a)           There
is no claim, dispute, action, suit, proceeding or investigation pending or
threatened, against or affecting SSD  challenging the validity or
propriety of the transactions contemplated by this Agreement, at law or in
equity or admiralty or before any federal, state, local, foreign or other
governmental authority, board, agency, commission or instrumentality, has any
such claim, dispute, action, suit, proceeding or investigation been pending or
threatened, during the 12-month period preceding the date hereof;

     

    (b)           There
is no outstanding judgment, order, writ, ruling, injunction, stipulation or
decree of any court, arbitrator or federal, state, local, foreign or other
governmental authority, board, agency, commission or instrumentality, against or
materially affecting SSD; and

     

    (c)           SSD  has
not received any written or verbal inquiry from any federal, state, local,
foreign or other governmental authority, board, agency, commission or
instrumentality concerning the possible violation of any law, rule or regulation
or any matter disclosed in respect of its business.

     

    3.9           Consents.  The
execution, delivery and performance by SSD of this Agreement and the
consummation by SSD of the transac­tions contemplated hereby do not require
any consent that has not been received prior to the date hereof, except as
disclosed in Section 7.1.

     

    3.10           Books
and Records.  SSD's books and records are and have been
properly prepared and maintained in form and substance adequate for preparing
audited financial statements in accordance with generally accepted accounting
prin­ciples, and fairly and accurately reflect all of SSD's assets,
obligations and ac­cruals, and all transactions (normally reflected in books
and records in accordance with generally ac­cepted accounting
prin­ciples) to which SSD is or was a party or by which SSD or any of its
assets are or were affected.

     

     

    
      
        
        

      

      
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    3.11           Other
Liabilities.  No claim of breach of contract, tort liability or
other claim (whether arising from SSD's business operations or otherwise),
contingent or otherwise, has been asserted or threatened against SSD­ nor,
to the best of SSD's knowledge, is capable of being asserted by any employee,
creditor, claimant or other person against SSD.  No state of facts
exists or has existed, nor has any event occurred, which could give rise to the
assertion of any such claim by any person.

     

    3.12           Conduct
Since Date of Balance Sheet.  Except as otherwise set forth
herein, none of the following has occurred since the date of the Balance
Sheet:

     

    (a)           Any
material adverse change in the financial con­dition, obligations,
capitalization, business, prospects or operations of SSD, nor are there any
circumstances known to SSD which might result in such a material adverse change
or such an effect;

     

    (b)           Any
increase of indebtedness of SSD other than in the ordinary course of
business;

     

    (c)           Any
settlement or other resolution of any dispute or proceeding other than in the
ordinary course of business;

     

    (d)           Any
obligation incurred by SSD other than in the ordinary course of
business;

     

    (f)           Any
payment, discharge or satisfaction of any obligation or judgment, other than in
the ordinary course of busi­ness; or

     

    (g)           Any
agreement obligating SSD to do or take any of the actions referred to in this
Section outside the ordinary course of business.

     

    3.13           Consents.  The
execution, delivery and performance by SSD of this Agreement and the
consummation by SSD­ of the transac­tions contemplated hereby do not
require any consent that has not been received prior to the date
hereof.

     

    3.14           Judgments.  There
is no outstanding judgment against SSD which would give rise to any right of
in­demnification on the part of any current or former shareholder, partner,
director, officer, employee or agent of SSD, or any heir or personal
representative thereof, against SSD­ or any successor to the business of
SSD.

     

    3.15           Full
Disclosure.  All the representations and warran­ties made
by SSD herein or in any Schedule hereto, and all of the state­ments,
documents or other information pertaining to the transac­tion contemplated
herein made or given by SSD­, its agents or representatives are complete and
accurate, and do not omit any in­formation required to make the statements
and information provided, in light of the transaction con­templated herein,
non-misleading, accurate and meaningful.

     

    ARTICLE
IV

     

    REPRESENTATION
AND WARRANTIES OF THE SHAREHOLDERS

     

    Each
Shareholder for himself, herself or itself only, and not with respect to any
other Shareholder, hereby severally represents and warrants to the Company that
now and/or as of the Closing:

     

     

    
      
        
        

      

      
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    4.1    Title
to Shares. Each of
the Shareholders is the legal and beneficial owner of the SSD Shares to be
transferred to the Company by such Shareholders.  Upon consummation of
the exchange contemplated herein, the Company will acquire from each of the
Shareholders good and marketable title to the SSD Shares, free and clear of all
liens excepting only such restrictions upon future transfers by the Company, if
any, as may be imposed by applicable law.

     

    4.2    Due
Authorization. Each of
the Shareholders has all requisite power and authority to execute and deliver
this Agreement, and to consummate the transactions contemplated hereby and
thereby. This Agreement constitutes the valid and binding obligation of each of
the Shareholders, enforceable against such Shareholders in accordance with its
terms, except as may be affected by bankruptcy, insolvency, moratoria or other
similar laws affecting the enforcement of creditors’ rights generally and
subject to the qualification that the availability of equitable remedies is
subject to the discretion of the court before which any proceeding therefore may
be brought.

     

    4.3    Purchase
for Investment.

     

    (a) Each of
the Shareholders is acquiring the Company Shares for investment for each of the
Shareholders’ own account and not as a nominee or agent, and not with a view to
the resale or distribution of any part thereof, and such Shareholders have no
present intention of selling, granting any participation in, or otherwise
distributing the same. Each of the Shareholders further represents that he, she
or it does not have any contract, undertaking, agreement or arrangement with any
person to sell, transfer or grant participation to such person or to any third
person, with respect to any of the Company Shares.

     

    (b) Each of
the Shareholders understands that the Company Shares are not registered under
the Securities Act on the ground that the sale and the issuance of securities
hereunder is exempt from registration under the Act pursuant to Regulation D
thereof, and that the Company’s reliance on such exemption is predicated on each
of the Shareholders’ representations set forth herein.

     

    4.4    Investment
Experience. Each of
the Shareholders acknowledges that he, she or it can bear the economic risk of
his or her investment, and has such knowledge and experience in financial and
business matters that he, she or it is capable of evaluating the merits and
risks of the investment in the Company Shares.

     

    4.5    Information. Each of
the Shareholders has carefully reviewed such information as such Shareholders
deemed necessary to evaluate an investment in the Company Shares. To the full
satisfaction of each of the Shareholders, he, she or it has been furnished all
materials that he, she or it has requested relating to the Company and the
issuance of the Company Shares hereunder, and each Shareholder has been afforded
the opportunity to ask questions of representatives of the Company to obtain any
information necessary to verify the accuracy of any representations or
information made or given to the Shareholders. Notwithstanding the foregoing,
nothing herein shall derogate from or otherwise modify the representations and
warranties of the Company set forth in this Agreement, on which the Shareholders
has relied in making an exchange of the SSD Shares for the Company
Shares.

     

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

    4.6    Restricted
Securities. Each of
the Shareholders understands that the Company Shares may not be sold,
transferred, or otherwise disposed of without registration under the Act or an
exemption therefrom, and that in the absence of an effective registration
statement covering the Company Shares or any available exemption from
registration under the Act, the Company Shares must be held indefinitely. Each
of the Shareholders is aware that the Company Shares may not be sold pursuant to
Rule 144 promulgated under the Securities Act unless all of the conditions of
that Rule are met. Among the conditions for use of Rule 144 may be the
availability of current information to the public about the
Company.

     

    4.7    Exempt
Issuance.  Each
of the Shareholders acknowledges that he, she or it must assure the Company that
the offer and sale of the Company Shares to such Shareholder qualifies for an
exemption from the registration requirements imposed by the Securities Act and
from applicable securities laws of any state of the United
States.  Each of the Shareholders agrees that he meets the criteria
established in one or more of subsections (a) or (b), below.

     

    (a) Accredited
Investor, Section 4(2) of the Securities Act and/or Rule 506 of Regulation
D.  The Shareholder qualifies as an “accredited investor”, as
that term is defined in Rule 501 of Regulation D, promulgated under the
Securities Act.

     

    (b) Offshore
Investor, Rule 903 of Regulation S.  The Shareholder is not a
U.S. Person, as defined in Rule 901 of Regulation S, promulgated under the
Securities Act, and the Shareholder, severally but not jointly, represents and
warrants to the Company that:

     

    (i) The
Shareholder is not acquiring the Company Shares as a result of, and such
Shareholder covenants that he, she or it will not engage in any “directed
selling efforts” (as defined in Regulation S under the Securities Act) in
the United States in respect of the Company Shares which would include any
activities undertaken for the purpose of, or that could reasonably be expected
to have the effect of, conditioning the market in the United States for the
resale of any of the Company Shares;

     

    (ii) The
Shareholder is not acquiring the Company Shares for the account or benefit of,
directly or indirectly, any U.S. Person;

     

    ARTICLE
V

     

    COVENANTS

     

    5.1    Further
Assurances. Each of
the Parties shall use its reasonable commercial efforts to proceed promptly with
the transactions contemplated herein, to fulfill the conditions precedent for
such party’s benefit or to cause the same to be fulfilled and to execute such
further documents and other papers and perform such further acts as may be
reasonably required or desirable to carry out the provisions of this Agreement
and to consummate the transactions contemplated herein.

     

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

     

    ARTICLE
VI

     

    DELIVERIES

     

    6.1    Items to
be delivered to SSD and/or the Shareholders prior to or at Closing by the
Company:

     

    (a) all
applicable schedules hereto;

     

    (b) certificates
representing shares of the Company Shares issued in the denominations as set
forth opposite the name of the Shareholders and/or its designees on Schedule
A to this Agreement;

     

    (c)           any
other document reasonably requested by the Shareholders that it deems necessary
for the consummation of this transaction.

     

    6.2           Items
to be delivered to the Company prior to or at Closing by SSD and the
Shareholders:

     

    (a)      SSD
shall deliver or assign to the Company the SSD proof of share ownership by the
respective shareholders listed on Schedule
A issued by SSD, and execute and deliver the applicable documents of
conveyance and assignment of title;

     

    (b)           a
resolution that grants authority to the person or entity executing this
Agreement on behalf of SSD to enter into the agreement and bind SSD to the terms
and conditions of this Agreement;

     

    (c)           an
agreement from each Shareholder surrendering his or her shares;

     

    (d)           a
copy of a consent of SSD’s  Board of Directors authorizing SSD to take
the necessary steps toward Closing the transaction described by this Agreement
in the form set forth in Schedule B;

     

    (e)           such
other documents, instruments or certificates as shall be reasonably requested by
the Company or its counsel.

     

    ARTICLE
VII

     

    CONDITIONS
PRECEDENT

     

    7.1    Conditions
Precedent to Closing.  The
obligations of the Parties under this Agreement shall be and are subject to
fulfillment, prior to the Effective Time of this Agreement, of each of the
following conditions:

     

    (a) That each
of the representations and warranties of the Parties contained herein shall be
true and correct at the time of the Closing date as if such representations and
warranties were made at such time except for changes permitted or contemplated
by this Agreement;

     

    (b) That the
Parties shall have performed or complied with all agreements, terms and
conditions required by this Agreement to be performed or complied with by them
prior to or at the time of the Closing;

     

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

     

     

    (c)           The
Company shall have received all of the shareholder and other third party
consents, approvals and authorizations necessary to consummate the transactions
contemplated by this Agreement;

     

    (d)           No
litigation shall have been in­stituted on or before the time of the Closing
by any person, the result of which did or could prevent or make illegal the
consummation of the transaction contemplated by this Agree­ment, or which
had or could have a material adverse effect on the busi­ness of any of the
Parties.

     

    (j)           SSD
and the Shareholders shall have received all of the shareholder and other third
party consents, approvals and authorizations necessary to consummate the
transactions contemplated by this Agreement; and

     

    (k)           The
Shareholders shall have delivered to the Company the share certificates and duly
executed stock powers from the Shareholders transferring the SSD Shares to the
Company.

     

    ARTICLE
VIII

     

    INDEMNIFICATION

     

    8.1    Indemnity
of the Company. The
Company agrees as to defend, indemnify and hold harmless the Shareholders from
and against, and to reimburse the Shareholders with respect to, all liabilities,
losses, costs and expenses, including, without limitation, reasonable attorneys’
fees and disbursements (collectively the “Losses”) asserted against or incurred
by the Shareholders by reason of, arising out of, or in connection with any
material breach of any representation or warranty contained in this Agreement
made by the Company or in any document or certificate delivered by the Company
pursuant to the provisions of this Agreement or in connection with the
transactions contemplated thereby.

     

    8.2    Indemnity
of the Shareholders. The
Shareholders, joint and severally, agree to defend, indemnify and hold harmless
the Company from and against, and to reimburse the Company with respect to, all
losses, including, without limitation, reasonable attorneys’ fees and
disbursements, asserted against or incurred by the Company by reason of, arising
out of, or in connection with any material breach of any representation or
warranty contained in this Agreement and made by the Shareholders or in any
document or certificate delivered by the Shareholders pursuant to the provisions
of this Agreement or in connection with the transactions contemplated thereby,
it being understood that the Shareholders shall have responsibility hereunder
only for the representations and warranties made by the
Shareholders.

     

    8.3    Indemnification
Procedure. A party
(an “Indemnified Party”) seeking indemnification shall give prompt notice to the
other party (the “Indemnifying Party”) of any claim for indemnification arising
under this Article VIII. The Indemnifying Party shall have the right to assume
and to control the defense of any such claim with counsel reasonably acceptable
to such Indemnified Party, at the Indemnifying Party’s own cost and expense,
including the cost and expense of reasonable attorneys’ fees and disbursements
in connection with such defense, in which event the Indemnifying Party shall not
be obligated to pay the fees and disbursements of separate counsel for such in
such action. In the event, however, that such Indemnified Party’s legal counsel
shall determine that defenses may be available to such Indemnified Party that
are different from or in addition to those available to the Indemnifying Party,
in that there could reasonably be expected to be a conflict of interest if such
Indemnifying Party and the Indemnified Party have common counsel in any such
proceeding, or if the Indemnified Party has not assumed the defense of the
action or proceedings, then such Indemnifying Party may employ separate counsel
to represent or defend such Indemnified Party, and the Indemnifying Party shall
pay the reasonable fees and disbursements of counsel for such Indemnified Party.
No settlement of any such claim or payment in connection with any such
settlement shall be made without the prior consent of the Indemnifying Parry
which consent shall not be unreasonably withheld.

     

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

     

     

    ARTICLE
IX

     

    TERMINATION

     

    9.1    Termination. This
Agreement may be terminated at any time before or, at Closing,
by:

     

    (a) The
mutual agreement of the Parties;

     

    (b) Either
the Company or SSD, but not by a Shareholder if-

     

    (i) Any
provision of this Agreement applicable to a party shall be materially untrue or
fail to be accomplished; or

     

    (ii) Any legal
proceeding shall have been instituted or shall be imminently threatening to
delay, restrain or prevent the consummation of this
Agreement;

     

    (c) Upon
termination of this Agreement for any reason, in accordance with the terms and
conditions set forth in this paragraph, each said party shall bear all costs and
expenses as each party has incurred.

     

    ARTICLE
X

     

    MISCELLANEOUS

     

    10.1    Survival
of Representations, Warranties and Agreements. Each of
the parties hereto is executing and carrying out the provisions of this
Agreement in reliance upon the representations, warranties and covenants and
agreements contained in this agreement or at the closing of the transactions
herein provided for and not upon any investigation which it might have made or
any representations, warranty, agreement, promise or information, written or
oral, made by the other party or any other person other than as specifically set
forth herein.  Except as specifically set forth in this Agreement,
representations and warranties and statements made by a party to in this
Agreement or in any document or certificate delivered pursuant hereto shall not
survive the Closing Date, and no claims made by virtue of such representations,
warranties, agreements and covenants shall be made or commenced by any party
hereto from and after the Closing Date.  Each warranty and
representation made by a party in this Agreement or pursuant hereto is
independent of all other warranties and representations made by the same party
in this Agreement or pursuant hereto (whether or not covering identical, related
or similar matters) and must be independently and separately
satisfied.  Exceptions or qualifications to any such warranty or
representation shall not be construed as exceptions or qualifications to any
other warranty or representa­tion.

     

     

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

     

    10.2    Further
Assurances . If, at
any time after the Closing, the parties shall consider or be advised that any
further deeds, assignments or assurances in law or that any other things are
necessary, desirable or proper to complete the share exchange in accordance with
the terms of this agreement or to vest, perfect or confirm, of record or
otherwise, the title to any property or rights of the parties hereto, the
Parties agree that their proper officers and directors shall execute and deliver
all such proper deeds, assignments and assurances in law and do all things
necessary, desirable or proper to vest, perfect or confirm title to such
property or rights and otherwise to carry out the purpose of this Agreement, and
that the proper officers and directors the parties are fully authorized to take
any and all such action.

     

    10.3    Noticev. All
communications, notices, requests, consents or demands given or required under
this Agreement shall be in writing and shall be deemed to have been duly given
when delivered to, or received by prepaid registered or certified mail or
recognized overnight courier addressed to, or upon receipt of a facsimile sent
to, the party for whom intended, as follows, or to such other address or
facsimile number as may be furnished by such party by notice in the manner
provided herein:

     

              If
to the Shareholders and SSD:

     

    Studio
Store Direct, Inc.

    374 Poli
Street, Suite 205

    Ventura,
CA 93001

     

            With
a copy to:

     

             If
to the Company:

     

    Red Rock
Pictures Holdings, Inc.

    8228
Sunset Boulevard, 3rd
Floor

    Los
Angeles, California 90046

     

    With a
copy to:

     

    Anslow
& Jaclin, LLP

    Attn:
Richard I. Anslow

    195 Route
9 South, Suite 204

    Manalapan,
NJ 07726

     

     

    10.4    Entire
Agreement. This
Agreement, the Disclosure Schedules and any instruments and agreements to be
executed pursuant to this Agreement, sets forth the entire understanding of the
parties hereto with respect to its subject matter, merges and supersedes all
prior and contemporaneous understandings with respect to its subject matter and
may not be waived or modified, in whole or in part, except by a writing signed
by each of the parties hereto. No waiver of any provision of this Agreement in
any instance shall be deemed to be a waiver of the same or any other provision
in any other instance. Failure of any party to enforce any provision of this
Agreement shall not be construed as a waiver of its rights under such
provision.

     

     

    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    

     

    10.5    Successors
and Assigns. This
Agreement shall be binding upon, enforceable against and inure to the benefit
of, the parties hereto and their respective heirs, administrators, executors,
personal representatives, successors and assigns, and nothing herein is intended
to confer any right, remedy or benefit upon any other person. This Agreement may
not be assigned by any party hereto except with the prior written consent of the
other parties, which consent shall not be unreasonably
withheld.

     

    10.6     Governing
Law. This
Agreement shall in all respects be governed by and construed in accordance with
the laws of the State of California as applicable to agreements made and fully
to be performed in such state, without giving effect to conflicts of law
principles.

     

    10.7    Counterparts. This
Agreement may be executed in multiple counterparts, each of which shall be
deemed an original, but all of which together shall constitute one and the same
instrument.

     

    10.8    Construction.
Headings contained in this Agreement are for convenience only and shall not be
used in the interpretation of this Agreement. References herein to Articles,
Sections and Schedules are to the articles, sections and schedules,
respectively, of this Agreement. The Disclosure Schedule is hereby incorporated
herein by reference and made a part of this Agreement. As used herein, the
singular includes the plural, and the masculine, feminine and neuter gender each
includes the others where the context so indicates.

     

    10.9    Severability. If any
provision of this Agreement is held to be invalid or unenforceable by a court of
competent jurisdiction, this Agreement shall be interpreted and enforceable as
if such provision were severed or limited, but only to the extent necessary to
render such provision and this Agreement enforceable.

     

    11.11    Litigation.  If
any party hereto is required to engage in litigation or arbitration against any
other party hereto, either as plaintiff or as defendant, in order to enforce or
defend any of its or his rights under this Agreement, and such litiga­tion
results in a final judgment in favor of such party (the "Prevailing Party"),
then the party or parties against whom said final judgment is obtained shall
reimburse the Prevailing Party for all direct, indirect or incidental expenses
incurred by the Prevailing Party in so enforcing or defending its or his rights
hereunder, including, but not limited to, all attorneys' fees, paralegals' fees,
court costs and other ex­penses incurred throughout all negotiations, trials
or appeals under­taken in order to enforce the Prevailing Party's rights
hereunder.

     

     

    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    

     

    IN
WITNESS WHEREOF, each of the parties hereto has executed this Agreement as of
the date first set forth above.

     

    Red
Rock Pictures Holdings, Inc.

     

     

    By:_____________________________

    Name:
Robert Levy

    Title:
President, Chief Executive Officer

     

     

     Studio
Store Direct, Inc.

     

     

    By:_____________________________

    Name:
Reno R. Rolle

    Title:
Chief Executive Officer

     

    


     

     

     

     

    [SIGNATURE
PAGES FOR SHAREHOLDERS FOLLOW]

     

     

    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    

     

     

     

    STUDIO
STORE DIRECT, INC.

     

     SHAREHOLDERS’
SIGNATURE PAGE TO

     

    SHARE
EXCHANGE AGREEMENT

     

    Dated:
May___, 2008

     

                                                  Red
Rock Pictures Holdings, Inc.,

    Studio
Store Direct, Inc., and

    the
Shareholders of Studio Store Direct, Inc.

     

               The
undersigned Shareholder hereby executes and delivers the Share Exchange
Agreement (the “Agreement”)
to which this Signature Page is attached, which, together with all counterparts
of the Agreement and Signature Pages of the other parties named in said
Agreement, shall constitute one and the same document in accordance with the
terms of the Agreement.

     

     

     

    
      	 
	
               (Signature)

            
	 	 
	
                (Type
      or print name)

            
	 	 
	
               (Type or print
      name as it should appear on certificate, if different) 

            
	 	 


    

    
      	 Address:	 
	 	 
	 	 
	 Telephone:	(        
      )                                              
      
	 	 
	 Facsimile:	(        
      )
	 	 


    

     

     

     

    Number
of SSD Shares
Held:                                                                                     

     

     

     

    
      
        
        

      

      
        18

        
          

        

      

      
        
        

      

    

     

    SCHEDULE
A

    SSD
Capital Ownership Schedule

     

     

     

    
      	
              Name

            	
              Number
      of RRPH Common to be Issued

            
	 
      	 
      
	
              1.
      Reno Rolle and Lynn Rolle

            	
              5,645,200

            
	
              2.
      Daniel Laikin

            	
              1,860,000

            
	
              3.
      Christopher Williams

            	
              980,100

            
	
              4.
      Marc Sperling

            	
              956,000

            
	
              5.
      Anthony Sullivan and Randi Sullivan

            	
              696,300

            
	
              6.
      Robert Rosenblatt and Elizabeth Sullivan

            	
              696,300

            
	
              7.
      Bill Gladstone

            	
              166,100

            
	
              TOTAL

            	
              11,000,000

            


    

     

     

     

    
      
        
        

      

      
        19

        
          

        

      

      
        
        

      

    

     

     

    SCHEDULE
B

    SSD
ASSETS AND LIABILITIES (FINANCIAL STMTS)