Exhibit 10.1

                        STOCK EXCHANGE AGREEMENT BETWEEN
             RED GIANT ENTERTAINMENT, INC. AND RED GIANT MEDIA, LLC

     THIS  AGREEMENT,  made this 25th day of  September,  2015, by and among Red
Giant Entertainment, Inc., a Florida Corporation, ("REDG"), and Red Giant Media,
LLC, a Delaware limited liability company ("RMED").

                                    RECITALS

     WHEREAS,  REDG,  a public,  company  desires to  acquire  100% of the total
outstanding  membership  interests  of RMED from RMED's Unit  Holders (the "RMED
Unit Holders"); and

     WHEREAS,  REDG  offers to  acquire  300  (Three  Hundred)  Units of RMED in
exchange  for  10,000,000  (Ten  Million)  shares  of the  restricted  Series  Z
preferred shares stock of REDG (the "REDG  Restricted  Stock" or "REDG Shares");
and

     WHEREAS,  RMED  Stockholders  offer  to  exchange  300  Units  of RMED  for
10,000,000 shares of REDG restricted  Series Z preferred  shares.  The 300 Units
represent all of the issued and outstanding  ownership and membership  interests
of RMED.

     WHEREAS,  the  Preferred  Shares  shall  have the  rights,  privileges  and
  preferences set forth in REDG's Certificate of Incorporation,  as amended, and
  the designations thereof, and

     NOW,  THEREFORE,  in consideration of the mutual promises,  covenants,  and
representations  contained  herein,  the parties hereto  intending to be legally
bound hereby, agree as follows:

     The  foregoing  recitals  are  hereby  restated,   incorporated  into  this
Agreement,  and made a part of it, as if each were fully set forth here in their
entirety.

                                    ARTICLE 1

            COMPENSATION, CONSIDERATION, AND EXCHANGE OF SECURITIES.

     1.2  ISSUANCE OF SHARES.

          1.2.1 REDG SHARES TO RMED.  Subject to all of the terms and conditions
of this  Agreement,  REDG agrees to deliver a total of Ten Million  (10,000,000)
newly issued, restricted, Series Z Preferred Shares of REDG, in exchange for one
hundred  percent (100%) of the  outstanding  Units of RMED (the "RMED Units") in
the amounts shown on Exhibit "A" to this Agreement.

          1.3  TRANSFER  OF UNITS BY RMED UNIT  HOLDERS.  Subject  to all of the
terms and conditions of this Agreement,  the RMED Unit Holders agree to transfer
to REDG all of their ownership in the RMED Units.
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          1.3.1 EXEMPTION FROM REGISTRATION;  REORGANIZATION. The parties hereto
expect  this  transfer  of Units by RMED Unit  Holders  to REDG to  qualify as a
tax-free  reorganization  under  Sections 368 (a)(1)(A) and 368 (a)(2)(E) of the
Internal  Revenue Code of 1986,  as amended (the  "Code"),  but no IRS ruling or
opinion of counsel is being sought in  connection  therewith  and such ruling or
opinion is not a condition to closing the transactions herein contemplated.

                                    ARTICLE 2

         REPRESENTATIONS AND WARRANTIES OF RMED AND RMED'S UNIT HOLDERS

     RMED AND RMED'S UNIT HOLDERS REPRESENT AND WARRANT TO REDG THAT:

     2.1 ORGANIZATION.  RMED is a corporation duly organized,  validly existing,
and in good standing  under the laws of Delaware,  has all  necessary  corporate
powers  to own its  properties  and to carry on its  business  as now  owned and
operated by it, and is duly  qualified to do business and is in good standing in
each  of  the  states  and  other  jurisdictions  where  its  business  requires
qualification.

     2.2 COMPLIANCE WITH LAWS. RMED has substantially  complied with, and is not
in violation  of, all  applicable  federal,  state or local  statutes,  laws and
regulations,  including,  without limitation,  any applicable building,  zoning,
environmental,  employment or other law,  ordinance or regulation  affecting its
properties,  products  or  the  operation  of its  business  except  where  such
non-compliance  would not have a  materially  adverse  effect on the business or
financial  condition  of RMED.  RMED has all  licenses  and permits  required to
conduct its business as now being conducted.

     2.3  LITIGATION.  RMED is not a party to any suit,  action,  arbitration or
legal, administrative or other proceeding, or governmental investigation pending
or, to the best knowledge of RMED,  threatened  against or affecting RMED or its
business, assets or financial condition, except for matters which would not have
a material effect on RMED or its properties. RMED is not in default with respect
to any order, writ, injunction or decree of any federal, state, local or foreign
court,  department,  agency or  instrumentality  applicable  to it.  RMED is not
engaged in any lawsuits to recover any material amount of monies due to it.

     2.4 BUSINESS.  Following the closing,  the only business and  operations of
RMED shall be that conducted by REDG.

     2.5 UNIT HOLDERS. The undersigned two (2) Unit Holders of RMED are the only
Unit  Holders of RMED.  Further no other person or entity has a right to receive
RMED Units or phantom Units for any reason; no rights or options to receive RMED
Units exist or are extant.

     2.6 DEBTS.  RMED has no debts or liabilities or payables of any kind.  RMED
has no debt  instruments  outstanding that could be converted into RMED Units or
membership interests.

     2.7 ASSETS. RMED has good title to all of its assets and properties, and no
assets or properties are subject to liens or assignments.

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     2.8 BOOKS AND  RECORDS.  The books and records of RMED  fairly  reflect the
transactions  to which it is a party or by which its  properties  are subject or
bound.  Such books and records have been properly kept and maintained and are in
compliance in all material  respects with all  applicable  accounting  and legal
requirements. RMED follows generally accepted accounting principles applied on a
consistent  basis in the preparation and maintenance of its books of account and
financial  statements,  including using the accrual method of accounting for all
items  of  income  and  expense.  RMED has made all  accruals  in  amounts  that
accurately  report income and expense in the proper  periods in accordance  with
generally accepted  accounting  principles.  RMED has filed all material reports
and returns required by any law or regulation to be filed by it.

     2.9 FINANCIAL  STATEMENTS.  RMED has furnished to REDG its year end balance
sheet from  inception  through  June 30,  2015,  and its related  statements  of
operations,  changes  in  stockholders'  equity  and cash  flows for each of the
fiscal year periods then ended, and the notes thereto, and its unaudited balance
sheet as of March 31, and June 30, 2015, and its related unaudited statements of
operations,  changes in stockholders'  equity and cash flows for the three month
period then ended (collectively,  the "RMED Financial  Statements").  All of the
RMED Financial  Statements,  including the related  notes,  (a) were prepared in
accordance with generally accepted accounting principles consistently applied in
all material respects; (b) are in accordance with the books and records of RMED,
(c) fairly  reflect the  financial  position  of RMED as of such dates,  and the
results of operations  of RMED for the periods  ended on such dates,  and do not
fail to disclose any material extraordinary or out-of-period items.

                                    ARTICLE 3

                     REPRESENTATIONS AND WARRANTIES OF REDG.

     REDG REPRESENTS AND WARRANTS TO RMED AND ITS UNIT HOLDERS THAT:

     3.1 ORGANIZATION.  REDG is a corporation duly organized,  validly existing,
and in good  standing  under the laws of Florida,  has all  necessary  corporate
powers  to own its  properties  and to carry on its  business  as now  owned and
operated,  and duly  qualified  to do  business in each of such states and other
jurisdictions where its business requires such qualification.

     3.2 COMPLIANCE WITH LAWS. REDG has substantially  complied with, and is not
in violation  of, all  applicable  federal,  state or local  statutes,  laws and
regulations,  including,  without limitation,  any applicable building,  zoning,
environmental,  employment or other law,  ordinance or regulation  affecting its
properties,  products  or  the  operation  of its  business  except  where  such
non-compliance  would not have a  materially  adverse  effect on the business or
financial  condition  of RMED.  RMED has all  licenses  and permits  required to
conduct its business as now being conducted.

     3.3  LITIGATION.  REDG is not a party to any suit,  action,  arbitration or
legal, administrative or other proceeding, or governmental investigation pending
or, to the best knowledge of REDG,  threatened  against or affecting REDG or its
business, assets or financial condition, except for matters which would not have
a material affect on REDG or its properties. REDG is not in default with respect
to any order, writ, injunction or decree of any federal, state, local or foreign

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court,  department,  agency or  instrumentality  applicable  to it.  REDG is not
engaged in any lawsuits to recover any material amount of monies due to it.

     3.4 BUSINESS.  Following the closing,  the only business and  operations of
REDG shall be that conducted by REDG. Aimee Schoof and Isen Robbins shall remain
as active Producers for RMED as agreed upon by REDG, but under the direction and
on behalf of REDG solely.

     3.5 RIGHTS  UPON  LIQUIDATION  OF REDG.  REDG  represents,  covenants,  and
warrants to Aimee Schoof and Isen Robbins that in the event of a liquidation  or
insolvency  of REDG,  that they retain a lien on, and REDG hereby  automatically
assigns to them upon an event of liquidation or insolvency, any and all film and
television  rights   transferred  hereby  by  REDG  by  RMED  to  the  following
properties:

     "Shockwave Darkside"
     "Journey to Magika"
     "Last Blood"
     "Omphalos"
     "Wayward Sons Legends"
     "Wayward Sons"

     (collectively, the "Properties").

     In the  event  of a  liquidation  or  insolvency  of  REDG,  the  film  and
television   rights  RMED  previously  held  to  the  above   Properties   shall
automatically  transfer to Aimee Schoof and Isen Robbins  without further order,
authorization or consent,  and these Properties shall not be considered property
of the estate of REDG or RMED in any bankruptcy or insolvency proceeding because
the rights to these  Properties  will belong to Aimee Schoof and Isen Robbins as
joint tenants.

                                    ARTICLE 4

            ADDITIONAL REPRESENTATIONS AND WARRANTIES OF UNIT HOLDERS

     4.1 UNIT  OWNERSHIP.  Unit Holders hold the RMED Units in the amounts shown
on Exhibit "A" to this Agreement. Such Units are owned of record, and such Units
are not  subject to any lien,  encumbrance  or pledge.  Each Unit Holder has the
authority to exchange such Units pursuant to this Agreement.

     4.2 INVESTMENT  INTENT.  Unit Holders  understand and acknowledge  that the
REDG  Restricted  Stock is being  offered  for  exchange  in  reliance  upon the
exemption  provided  in  Section  4(a)(2)  of the  Securities  Act of 1933  (the
"Securities  Act") for  non-public  offerings;  and each Unit  Holder  makes the
following  representations  and warranties  with the intent that the same may be
relied upon in determining the suitability of each Unit Holder as a purchaser of
securities.

          (a) The REDG Shares are being acquired  solely for the account of each
Unit Holder,  for investment  purposes only, and not with a view to, or for sale

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in connection  with, any distribution  thereof and with no present  intention of
distributing or reselling any part of the REDG Shares.

          (b) Each Unit  Holder  agrees not to dispose of his REDG Shares or any
portion thereof unless and until counsel for REDG shall have determined that the
intended  disposition is permissible  and does not violate the Securities Act of
1933 (the "1933 Act") or any applicable  state securities laws, or the rules and
regulations thereunder.

          (c) Unit  Holders  acknowledge  that  REDG has made all  documentation
pertaining  to all  aspects  of REDG and the  transaction  herein  available  to
him/her and to his/her qualified representative(s), if any, and has offered such
person or persons an opportunity to discuss REDG and the transaction herein with
the officers of REDG.

     4.3  INDEMNIFICATION.  Unit Holders recognize that the offer of REDG Shares
to him/her is based upon his/her  representations  and  warranties set forth and
contained  herein and hereby  agrees to indemnify and hold harmless REDG against
all liability,  costs or expenses (including reasonable attorney's fees) arising
as a result of any misrepresentations made herein by such Unit Holder.

     4.4 RESTRICTIVE LEGEND. Unit Holders agree that the certificates evidencing
the REDG Shares  acquired  pursuant to this  Agreement will have a legend placed
thereon  which  will  restrict  the  sale of said  shares  for  times  and  upon
conditions that are subject to federal and state securities laws.

                                    ARTICLE 5

                              PRE-CLOSING COVENANTS

     5.1 INVESTIGATIVE  RIGHTS. From the date of this Agreement each party shall
provide  to the other  party,  and such  other  party's  counsels,  accountants,
auditors,  and other  authorized  representatives,  full  access  during  normal
business  hours  to all of  RMED's  and  REDG's  properties,  books,  contracts,
commitments, and records for the purpose of examining the same. Each party shall
furnish  the other  party  with all  information  concerning  RMED's  and REDG's
affairs as the other party may reasonably request.

     5.2 CONDUCT OF  BUSINESS.  Prior to the  Closing,  RMED and REDG shall each
conduct its business in the normal course, and shall not sell, pledge, or assign
any assets, without the prior written approval of the other party, except in the
regular  course of  business.  Neither  RMED or REDG shall amend its Articles of
Incorporation  or  Bylaws,  declare  dividends,  redeem  or sell  stock or other
securities, incur additional or newly-funded liabilities,  acquire or dispose of
fixed  assets,  change  employment  terms,  enter into any material or long-term
contract,  guarantee  obligations  of any third party,  settle or discharged any
balance  sheet  receivable  for less  than its  stated  amount,  pay more on any
liability than its stated amount, or enter into any other transaction other than
in the regular course of business. Aimee Schoof and Isen Robbins shall remain as
active Producers for RMED as agreed upon by REDG, but under the direction and on
behalf of REDG solely.

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                                    ARTICLE 6

                             POST-CLOSING COVENANTS

     6.1 FOLLOWING THE CLOSING HEREIN:

           (a) PROMPT REGISTRATION OF TRANSFER.  REDG shall register transfer of
the common stock of REDG within three (3) business  days after receipt of proper
documentation  for  such  transfer  request.   Restricted  securities  shall  be
transferred  without restrictive legend if supported by an opinion of counsel to
REDG provided that REDG's counsel has no reasonable objection.

           (b)  DELIVERY OF SHARES.  RMED Unit  Holders  will  deliver to REDG'S
management within 10 days of execution of this Agreement any share  certificates
representing the RMED Common Stock.

                                    ARTICLE 7

                                     CLOSING

     7.1 CLOSING. The Closing of this transaction shall occur upon the execution
of this Agreement by all parties.

     7.2 ATTORNEY FEES.  Each of REDG,  RMED, and the RMED Unit Holders shall be
responsible for their own attorney fees, if applicable.

                                    ARTICLE 8

                                  MISCELLANEOUS

     8.1  CONFIDENTIALITY.  Unless compelled by a subpoena or otherwise required
under the rule of law no party to this  transaction  will  discuss  terms of the
transaction, its parties, or any other aspect of this transaction, contemplated,
executed, or finalized with any individual other than counsel and individuals or
parties directly related to this transaction.

     8.2 CAPTIONS.  The Article and paragraph headings throughout this Agreement
are for convenience and reference only, and shall in no way be deemed to define,
limit, or add to the meaning of any provision of this Agreement.

     8.3 NO ORAL CHANGE.  This  Agreement and any provision  hereof,  may not be
waived,  changed,  modified,  or discharged  orally, but it can be changed by an
agreement in writing signed by the party against whom enforcement of any waiver,
change, modification, or discharged is sought.

     8.4 NON-WAIVER. Except as otherwise expressly provided herein, no waiver of
any covenant,  condition, or provision of this Agreement shall be deemed to have
been made unless  expressly in writing and signed by the party against whom such
waiver is charged; and (i) the failure of any party to insist in any one or more

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cases upon the performance of any of the provisions, covenants, or conditions of
this Agreement or to exercise any option herein contained shall not be construed
as a waiver or relinquishment for the future of any such provisions,  covenants,
or conditions,  (ii) the acceptance of performance of anything  required by this
Agreement to be performed with knowledge of the breach or failure of a covenant,
condition,  or  provision  hereof shall not be deemed a waiver of such breach or
failure,  and (iii) no waiver by any party of one breach by another  party shall
be construed as a waiver with respect to any other or subsequent breach.

     8.5 TIME OF THE ESSENCE.  Time is of the essence of this  Agreement and
of each and every provision hereof.

     8.6 ENTIRE  AGREEMENT.  This  Agreement  contains the entire  Agreement and
understanding  among the parties  hereto,  supersedes  all prior  agreements and
understandings,  and  constitutes  a complete  and  exclusive  statement  of the
agreements, responsibilities, representations and warranties of the parties.

     8.7   COUNTERPARTS.   This  Agreement  may  be  executed  in  one  or  more
counterparts,  each of  which  shall be  deemed  an  original,  but all of which
together shall constitute one and the same instrument.

     8.8 BINDING  EFFECT.  This Agreement shall inure to and be binding upon the
heirs, executors,  personal  representatives,  successors and assigns of each of
the parties to this Agreement.

     8.9 ANNOUNCEMENTS. REDG and RMED will consult and cooperate with each other
as  to  the  timing  and  content  of  any  announcements  of  the  transactions
contemplated  hereby  to  the  general  public  or to  employees,  customers  or
suppliers.

     8.10  BROKERAGE.  RMED and REDG  each  represent  that no  finder,  broker,
investment banker or other similar person has been involved in this transaction.
Each party agrees to indemnify and hold the others  harmless from payment of any
brokerage fee, finder's fee or commission  claimed by any other person or entity
who  claims  to have been  involved  in the  transaction  herein  because  of an
association with such party.

     8.11 SURVIVAL OF REPRESENTATIONS  AND WARRANTIES.  The  representations and
warranties  of the parties  set forth in this  Agreement  or in any  instrument,
certificate,  opinion,  or other  writing  providing  for it, shall  survive the
Closing  irrespective of any investigation made by or on behalf of any party for
a period of one year.

     8.12  CHOICE  OF LAW.  This  Agreement  and its  application  shall  be
governed by the laws of the State of Florida.

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     IN WITNESS  WHEREOF,  the parties  hereto have caused this  Agreement to be
executed by their authorized  representatives,  all as of the date first written
above.

RED GIANT ENTERTAINMENT, INC.:
(a Florida Corporation)


By:
   -----------------------------------       -----------------------------------
   Benny R. Powell, CEO                                      Date


RED GIANT MEDIA, LLC:
(a Delaware Limited Liability Company)


By:
   -----------------------------------       -----------------------------------
   Aimee Schoof, Member of Board                             Date


By:
   -----------------------------------       -----------------------------------
   Isen Robbins, Member of Board                             Date


RED GIANT MEDIA, LLC UNIT HOLDERS:


By:
   -----------------------------------       -----------------------------------
   Aimee Schoof, Individually                                Date


By:
   -----------------------------------       -----------------------------------
   Isen Robbins, Individually                                Date

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                                   EXHIBIT "A"

Aimee Schoof         5,000,000 Series Z preferred shares

Isen Robbins         5,000,000 Series Z preferred shares


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