Exhibit 10.1
    

    
      

      2008 EMPLOYMENT AGREEMENT
BETWEEN RED ROCK PICTURES
      HOLDINGS, INC.
AND
STEVE HANDY
    

    
      This 2008 EMPLOYMENT AGREEMENT (the "Agreement"), is entered into by and
      between Red Rock Pictures Holdings, Inc., a Nevada Corporation (the
      "Company"), and Steve Handy ("Executive") on December 23, 2008.
    

    
      A G R E E M E N T
    

    
      NOW, THEREFORE, in consideration of the foregoing and the mutual
      covenants herein contained, the parties hereto agree as follows:
    

    
    	
           
        	
          1.
        	
          
            EMPLOYMENT
          

        	

        
	

        	

        	

        	
           
        
	

        	

        	
          (a)
        	
          
            Executive Employment. The Company hereby employs Executive
            as Chief Financial Officer and Corporate Secretary, and Executive
            hereby agrees to perform services for the Company for and during
            the term hereof. Executive shall perform such duties and have such
            responsibilities as are set forth in the Bylaws of the Company and
            as may from time to time be assigned to Executive by the CHIEF
            EXECUTIVE OFFICER. The Executive shall report solely to the CHIEF
            EXECUTIVE OFFICER and shall be subject to direction solely from
            the CHIEF EXECUTIVE OFFICER in the performance of his duties
            hereunder. For purposes of this Agreement, unless the context
            otherwise requires, references to the business of "the Company"
            shall include any successor corporation or corporations which may
            be the eventual successor to the present or future business and/or
            assets of the Company.
          

        
	

        	

        	

        	
           
        
	

        	

        	
          (b)
        	
          
            Duties. Throughout the period that the Executive is
            employed by the Company hereunder (the "Employment Term"),
            Executive shall devote substantial time, energy and skill during
            normal industry business hours to the business and affairs of the
            Company, except for periods of illness or incapacity. Employee
            shall not, directly or indirectly, as employee, consultant, agent,
            investor, principal, partner, stockholder (except as a holder of
            less that 1% of the issued and outstanding stock or debt of a
            publicly held corporation), officer, director or otherwise, engage
            or participate in any business similar to or in competition in any
            manner whatsoever with the business as now or hereafter conducted.
          

        
	

        	

        	

        	
           
        
	

        	
          2.
        	
          
            COMPENSATION. The Company shall provide to Executive and
            pay the following forms of compensation:
          

        
	

        	

        	

        	
           
        
	

        	

        	
          (a)
        	
          
            Base. During the Employment Term, the Company shall pay to
            Executive a monthly salary (the "Base") for the services to be
            rendered by him hereunder, including all services to be rendered
            as an officer or employee of the Company or any of its direct or
            indirect subsidiaries, which shall be Three Thousand Three Hundred
            and Thirty Three Dollars and Thirty Three Cents ($3,333.33) per
            month. Such amount shall be payable in cash and will be paid in
            semi-monthly payments on the 1st and 15th days of each month.
          

        


    

    

    

    
      
        

        

      

      
        
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          (b)
        	
          
            Adjustments to Base Draw and Bonus Program. Compensation
            for position will also include a bonus program.
          

        
	

        	

        	

        	
           
        
	

        	

        	
          (i)
        	
          The bonus program will be paid 50% in cash, 50% in stock.
        
	

        	

        	
          (ii)
        	
          The bonus program will be paid out on an annual basis. The amounts
          for the program will be negotiated in good faith and mutually agreed
          upon between Mr. Handy and the Board of Directors of the Company.
        
	

        	

        	

        	
           
        
	

        	
          (c)
        	
          
            Stock Options. Upon execution of this agreement the Board
            shall grant to Executive, options to purchase 200,000 shares of
            the Company's Common Stock, issued equally over the first twelve
            months of Executives employment on the following terms and
            conditions:
          

        
	

        	

        	

        	
           
        
	

        	

        	
          (i)
        	
          The options shall be granted under and pursuant to the Company's
          Stock Option, Deferred Stock and Restricted Stock Plan (the "Plan").
        
	

        	

        	

        	
           
        
	

        	

        	
          (ii)
        	
          The exercise price of each option shall be equal to (A) the average
          of the last reported sale price for one share of Common Stock during
          the five (5) business days preceding the date of grant as reported
          on the NASDAQ Automated Quotation System; or (B) if (A) is not
          applicable, then the fair market value of one share of the Common
          Stock, as determined in good faith by the Board.
        
	

        	

        	

        	
           
        
	

        	

        	
          (iii)
        	
          All stock options granted to Executive pursuant to this Section
          2(b): (A) shall vest equally over 12 months; (B) shall expire to the
          extent not exercised prior to the close of business on the day ten
          (10) years from the date of grant; and (C) shall be governed by the
          Plan and an agreement substantially in the form of the agreement
          attached hereto as Exhibit A, or as otherwise agreed upon by the
          parties. The Company shall use its best efforts to assure that all
          options are granted to Executive under the Plan, or a similar plan
          later adopted by the Company, which satisfies the conditions of Rule
          16b-3 of the Securities and Exchange Commission or any successor
          thereto.
        
	

        	

        	

        	
           
        
	

        	

        	
          (iv)
        	
          In the event of a change in the number of the Company's shares of
          Common Stock outstanding caused by an event listed in Section 3.3 of
          the Plan, the number of shares subject to options granted after the
          date of such event shall be adjusted in accordance with the
          procedures contained in such Section and the number of options to be
          granted to Executive pursuant to this Section 2(b) shall be
          correspondingly adjusted.
        


    

    

    

    
      
        

        

      

      
        
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          (v)
        	
          Notwithstanding the foregoing, if and to the extent that, in the
          opinion of counsel, the Company is unable to grant the Executive any
          stock options due Executive pursuant to this Section 2(b) because
          such grant would violate any state or federal securities law,
          regulation, permit or approval obtained by the Company, then the
          Company shall to the extent it is able to do so without violation of
          the foregoing, at the time such stock options would otherwise be
          granted to Executive hereunder; agree with the Executive on a
          reasonably equivalent, alternative form of compensation, with the
          agreement of neither party to be unreasonably withheld.
        
	

        	

        	

        	

        	
           
        
	

        	

        	

        	
          
            (vi)
          

        	
          
            The Board may grant additional stock options to Executive in its
            sole discretion.
          

        
	

        	

        	

        	

        	
           
        
	

        	

        	
          (d)
        	
          
            Vacation. None.
          

        
	

        	

        	

        	

        	
           
        
	

        	

        	
          (e)
        	
          
            Other Benefits. Excluding health, dental and life insurance
            benefits, Executive shall also be entitled to participate in or
            receive benefits under all of the Company's employee benefit
            plans, policies, practices and arrangements made available by the
            Company in the future to its employees subject to and on a basis
            consistent with the terms, conditions and overall administration
            of such benefit plans and the terms of this Agreement during the
            Employment Term.
          

        
	

        	

        	

        	

        	
           
        
	

        	
          3.
        	
          
            EXPENSES. Executive shall be reimbursed for expenses
            incurred for business purposes by the Company upon presenting
            satisfactory vouchers evidencing such expenses.
          

        
	

        	

        	

        	

        	
           
        
	

        	
          4.
        	
          
            TERMINATION.
          

        	

        
	

        	

        	

        	

        	
           
        
	

        	

        	
          (a)
        	
          
            Term. This Agreement shall be in effect from the date
            hereof through a period ending one year after the date hereof, and
            shall automatically be extended for successive one year terms
            thereafter unless and until the CHIEF EXECUTIVE OFFICER elects not
            to renew this Agreement and cause the Company to so notify
            Executive in writing of such nonrenewal at least thirty (30) days
            prior to the end of the then-current term of this Agreement
          

        
	

        	

        	

        	

        	
           
        
	

        	

        	
          (b)
        	
          
            Notice of Termination. "Notice of Termination" shall be a
            written notice terminating Executive's employment hereunder which
            shall indicate the specific termination provision in this
            Agreement relied upon and shall set forth in reasonable detail the
            facts and circumstances claimed to provide a basis for termination
            of employment under the provision so indicated.
          

        


    

    

    

    
      
        

        

      

      
        
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          (c)
        	
          
            Death. This Agreement shall be terminated automatically
            upon the death of Executive.
          

        
	

        	

        	

        	
           
        
	

        	

        	
          (d)
        	
          
            Disability. This Agreement shall be terminated
            automatically upon the permanent disability of Executive. For
            purposes of this Agreement, a permanent disability shall be deemed
            to have occurred if (i) Executive is unable to perform his
            material duties hereunder for a period of ninety (30) consecutive
            days, or sixty (60) days in any one (1) year, on account of any
            physical or mental disability; or (ii) a licensed physician
            selected by the Company and approved by Executive (or his closest
            relative if Executive is unable to act), which approval shall not
            be unreasonably withheld, makes a medical determination of
            physical or medical disability or incapacity of Executive.
          

        
	

        	

        	

        	
           
        
	

        	

        	
          (e)
        	
          
            Termination of Employment. Executive and Company agrees
            that Executive’s employment with the Company constitutes “at-will”
            employment. Executive and the Company acknowledge that this
            employment relationship may be terminated at any time, upon
            written notice to the other party, with or without good cause, or
            for any or no cause, at the option of either the Executive or the
            Company. However, as described in this agreement, Executive will
            be entitled to the severance benefits defined, depending upon the
            circumstances of Executives termination of employment. In the
            event Executive is terminated for cause, the company will pay to
            the Executive an amount equal to 30 days of his then current
            compensation. In the event the Executive is terminated without
            cause, the company will pay to the Executive an amount equal to 90
            days of his then current compensation. "Cause" which shall mean
            (i) the willful and continued failure by Executive to
            substantially perform his duties with the Company in good faith
            (other than any such failure resulting from his incapacity due to
            physical or mental illness), after a demand for substantial
            performance is delivered to him by the Company which specifically
            identifies the manner in which the Company believes that Executive
            has not substantially performed his duties in good faith; or (ii)
            the willful engaging by Executive in conduct which is demonstrably
            and materially injurious to the Company, monetarily or otherwise.
            Any dispute concerning a determination of "Cause" pursuant hereto
            shall be subject to arbitration pursuant to Section 9(c) hereof.
          

        
	

        	

        	

        	
           
        
	

        	
          5.
        	
          
            SUCCESSORS. The Company will require any successor (whether
            direct or indirect, by purchase, merger, consolidation or
            otherwise) to all or substantially all of the business and/or
            assets of the Company to expressly assume and agree to perform
            this Agreement in the same manner and to the same extent that the
            Company would be required to perform it if no such succession had
            taken place.
          

        


    

    

    

    
      
        

        

      

      
        
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          6.
        	
          
            REGISTRATION RIGHTS. The Company shall register all options
            of Executive (regardless of whether such options have been granted
            under this Agreement or otherwise), and the Common Stock with
            respect to which such options are exercisable, as soon as
            practicable after issuance on Form S-8 or any successor form
            thereto pursuant to the rules and regulations of the Securities
            and Exchange Commission.
          

        
	

        	

        	

        	
           
        
	

        	
          7.
        	
          
            MISCELLANEOUS.
          

          
             
          

        
	

        	

        	

        	
           
        
	

        	

        	
          (a)
        	
          
            Severability. The provisions of this Agreement shall be
            severable and if any provision hereof shall be judged to be
            invalid, such invalidity shall not affect any other portion of
            this Agreement, which can be given effect.
          

        
	

        	

        	

        	
           
        
	

        	

        	
          (b)
        	
          
            Notices. All notices, requests, demands and other
            communications hereunder shall be in writing and shall be duly
            given if actually received or if duly mailed, registered or
            certified mail, return receipt requested, postage prepaid:
          

        
	

        	

        	

        	
           
        
	

        	

        	

        	
          
            If to the Company, to:
          

        
	

        	

        	

        	
          Red Rock Pictures Holdings, Inc.
        
	

        	

        	

        	
          8228 Sunset Blvd
        
	

        	

        	

        	
          Los Angeles, CA 90046
        
	

        	

        	

        	
           
        
	

        	

        	

        	
          
            If to Executive, to:
          

        
	

        	

        	

        	
          Steve Handy
        
	

        	

        	

        	
          
            235 24th Place
          

        
	

        	

        	

        	
          Costa Mesa, CA 92627
        
	

        	

        	

        	
           
        
	

        	

        	

        	
          or to such other address as either party may furnish to the other in
          writing, making specific reference to this Section 9(b).
        
	

        	

        	

        	
           
        
	

        	

        	
          (c)
        	
          
            Arbitration. In the event that there shall be a dispute
            between the parties hereto concerning the meaning, application or
            interpretation of this Agreement or of the legal relations
            connected therewith, or concerning any alleged breach hereof, or
            to enforce the terms hereof or to seek damages in respect of a
            breach hereof or otherwise relating hereto, then such dispute
            shall be referred to the American Arbitration Association for
            arbitration before a single arbitration in Los Angeles,
            California, according to the rules of the arbitrator appointed by
            said Association; and the decision of such Association shall be
            final and binding on the parties hereto.
          

        


    

    

    

    
      
        

        

      

      
        
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          (d)
        	
          
            Rights to Work Product. Executive grants to the Company all
            rights of every kind whatsoever, exclusively and perpetually, in
            and to all services performed by him for the Company hereunder,
            during the term hereof, and the results and proceeds thereof,
            including all of Executive's creative works including without
            limitation ideas, concepts, formats, themes, screenplays, and/or
            adaptations of the foregoing, whether or not reduced to writing,
            and whether or not otherwise protected by copyrights, or rights
            thereto, or at common law or otherwise during the term hereof.
            Executive agrees that all films, film rights, videotapes,
            distribution rights, literary material, photoplays, music rights,
            ideas for photoplays, scripts and similar rights, presentations,
            ideas, formats and all other material (collectively referred to as
            "Material") submitted to him by third parties during the term of
            his employment hereunder shall be deemed to be submitted to the
            Company and upon the termination of his employment hereunder
            Executive shall forthwith deliver all such Material in his
            possession, if any, to the Company.
          

        
	

        	

        	

        	
           
        
	

        	

        	
          (e)
        	
          
            Confidentiality. Without the express prior written consent
            of the Company, Executive shall not, except in the ordinary course
            of performing his duties for the Company, disclose or make
            available to anyone outside the Company, any confidential or
            proprietary information of the Company its subsidiaries, or
            affiliated corporations or entities including, without limitation,
            trade secrets, customer lists, financial data, programming plans
            or other information not generally known to any competitor of the
            Company, its subsidiaries or affiliated corporations or entities.
            Upon termination of his employment, Executive shall deliver to the
            Company all documents in his possession containing any such
            confidential or proprietary information; provided, however, that
            Employee shall be entitled to retain a copy (but not the original)
            of his personal correspondence file. The agreements of Executive
            set forth in this Section 9(e) shall survive the end of the
            Employment Term.
          

        
	

        	

        	

        	
           
        
	

        	

        	
          (f)
        	
          
            Assignment. Neither this Agreement nor any right or
            interest under this Agreement shall be assignable by Executive.
            This Agreement shall not be assignable by the Company without the
            prior written consent of Executive.
          

        
	

        	

        	

        	
           
        
	

        	

        	
          (g)
        	
          
            Entire Agreement. This Agreement sets forth the entire
            understanding and agreement of the parties with respect to
            Executive's employment by the Company on and after the date
            hereof. Said Agreement shall be binding upon the heirs,
            administrators, successors and assigns of the parties hereto.
            There are no oral agreements, modifications, representations or
            understandings relating to Executive's employment by the Company
            on and after the date hereof which are not specifically set forth
            herein. All negotiations regarding Executive's employment by the
            Company on and after the date hereof is merged into this Agreement.
          

        


    

    

    

    
      
        

        

      

      
        
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          (h)
        	
          
            Governing Law. This Agreement and each of the provisions
            hereunder shall be interpreted according to and governed by the
            internal laws of the State of California regardless of the
            principles of choice of law of that or any other jurisdiction. The
            parties hereto submit to the jurisdiction of the state and federal
            courts of the State of California.
          

        


    

    
      IN WITNESS WHEREOF, the Company has caused this Agreement to be executed
      by its officer thereunto duly authorized, and Executive has executed
      this Agreement as of the day and year first above written.
    

    
    	
          
            "The Company"
          

        	

        
	
          
            RED ROCK PICTURES HOLDINGS, INC.
          

        	

        
	

        	

        	
           
        
	

        	

        	
           
        
	
          By:
        	
           
        	

        
	

        	
          Reno Rolle, Chief Executive Officer
        	

        
	

        	

        	
           
        
	

        	

        	
           
        
	
          "Executive"
        	

        
	

        	

        	
           
        
	
          By:
        	
           
        	

        
	

        	
          Steve Handy
        	

        


    

    

    

    
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