Exhibit 10.2
    

    
      

      SHARE EXCHANGE AGREEMENT
    

    
      This Share Exchange Agreement (the “Agreement”) dated as of the ___th
      day of December 2008, by and among Red Rock Pictures Holdings, Inc., a
      Nevada corporation (the “Company”), ComedyNet.TV, Inc., a Delaware
      corporation (“ComedyNet”), and the shareholders of ComedyNet named on
      the signature page of this Agreement (collectively, the “Shareholders”
      and each, individually, a “Shareholder”).  
    

    
      WITNESSETH:
    

    
      WHEREAS, the Shareholders are the holders of all of the issued and
      outstanding capital stock of ComedyNet (the “ComedyNet Shares”);
    

    
      WHEREAS, the Company is acquiring a controlling interest in the
      ComedyNet;
    

    
      WHEREAS, the Company shall issue 68,000,000 shares of its common stock,
      par value $0.001 per share (the “Common Stock”), to the Shareholders in
      consideration for all of the ComedyNet Shares; and
    

    
      WHEREAS, the Company anticipates ComedyNet arranging an investment into
      the Company, by a third-party investor, in the form of a Secured
      Convertible Note upon closing of the Agreement (the “Closing Date
      Convertible Note”);
    

    
      NOW, THEREFORE, for the mutual consideration set out herein, the parties
      agree as follows:
    

    
      1.                       Exchange
      of Shares and Issuance to the Shareholders.
    

    
      (a)  Issuance of Shares by the Company. On and subject
      to the conditions set forth in this Agreement, the Company will issue to
      the Shareholders, in exchange for _____ ComedyNet Shares, which
      represents all of the issued and outstanding capital stock of ComedyNet,
      an aggregate of 68,000,000 shares of Common Stock. Such shares of Common
      Stock shall be used to pay all outstanding ComedyNet debt including
      notes, personal obligations of Mark Graff, and purchase of certain
      ComedyNet equity holdings prior to the issuance to any Shareholder.  The
      remaining shares of Common Stock will be issued to the Shareholders in
      the amounts set forth after their respective names in Schedule I
      to this Agreement.  The Company shall hold 15,000,000 shares of the
      Common Stock to be issued to ComedyNet (the “Hold Back Shares”) pursuant
      to the terms of an escrow and holdback agreement, substantially in the
      form attached hereto as Exhibit E (“Escrow and Holdback
      Agreement”), in escrow for a period of one (1) year from the Closing
      Date (“Escrow Period”).  The Hold Back Shares shall be used to offset
      any liabilities which were not disclosed on the closing balance sheet of
      ComedyNet, which shall be dated as of the day immediately preceding the
      Closing Date and which are discovered during the Escrow Period.  The
      number of shares to be used to offset any undisclosed liabilities
      discovered during the Escrow Period shall be calculated based on the
      total amount of any such undisclosed liability divided by the closing
      bid price of the common stock on the day of discovery of any such
      undisclosed liability. On the six (6) month anniversary of the Closing
      Date, the Company shall release fifty percent (50%) of the Hold Back
      Shares held in escrow, minus any shares used to offset any undisclosed
      liabilities prior to such escrow release.
    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    
                (1).      The Common Stock shall be issued to ComedyNet in the
      following  manner:
    

    

    

    
      (i) 530,000 shares of the Company’s Series A Preferred Stock, $0.001 par
      value (the “Series A Preferred Stock”).  Each share of Series A
      Preferred Stock shall be convertible into 100 shares of the Company’s
      Common Stock, or an aggregate of 53,000,000 shares of Common Stock
      pursuant to the terms of the Series A Preferred Stock certificate of
      designation, a form of which is attached hereto as Exhibit D.  The
      Series A Preferred Stock shall automatically convert into shares of the
      Company’s Common Stock at such time as the Company has filed a
      certificate of amendment with the State of Nevada to increase the
      authorized shares of common stock of the Company to a minimum of
      500,000,000 shares.
    

    
      (ii)  15,000,000 shares of the Company’s Common Stock shall be issued in
      the names and amounts as set forth on Schedule I and held by the Company
      pursuant to the terms of the Escrow and Holdback Agreement.  
    

    
      (b)  Transfer of ComedyNet Shares by the Shareholders.
      Subject to the conditions set forth in this Agreement, the Shareholders
      will transfer to the Company all of the ComedyNet Shares in exchange for
      shares of 15,000,000 shares of Common Stock and 530,000 shares of Series
      A Preferred Stock.  Each Shareholder holds the number of ComedyNet
      Shares set forth after his or her name in Schedule I to this
      Agreement.
    

    
      (c)  Closing Date Convertible Note.  On the Closing
      Date (as defined below), in addition to the share exchange as
      contemplated by Sections 1(a) and (b) above, ComedyNet or its
      Shareholders shall arrange an investment into the Company by a
      third-party investor (the “Investor”), in the form of a secured
      convertible note (the “Secured Convertible Note”), attached hereto on Exhibit
      B, $100,000 of which will be delivered to the Company prior to the
      Closing Date.  The Secured Convertible Note shall have a principal
      amount of Two Hundred Thousand ($200,000) dollars and bear interest of
      10% per annum with a term of 12 months.  In addition, on or prior to the
      Closing Date, the Investor shall fund an additional $100,000 every 60
      days after the Closing Date, up to an aggregate of $300,000 on terms to
      be mutually agreed upon between the Investor and the Company. The
      Secured Convertible Note shall be convertible at $0.25 per share and the
      Company can repay the note in cash at any time prior to its
      maturity.  In the event that the Company undertakes a financing of at
      least $1,000,000, all principal and interest owed pursuant to the
      Secured Convertible Note and all other outstanding notes between the
      investor and the Company will be immediately due and payable and paid in
      full.   
    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    
      (d)  Closing. The issuance of the Common Stock to the
      Shareholders, the transfer of the ComedyNet Shares to the Company and
      the execution of the Secured Convertible Note will take place at a
      closing (the “Closing”) to be held at the offices of Anslow & Jaclin,
      LLP, 195 Route 9 South, Suite 204, Manalapan, New Jersey 07726 as soon
      as possible after or contemporaneously with the satisfaction or waiver
      of all of the conditions to closing set forth in Section 3 of this
      Agreement (the “Closing Date”).  
    

    
      2.                       Representations
      and Warranties of the Company. The Company hereby represents,
      warrants, covenants and agrees as follows:
    

    
    	
           
        	
          (a)
        	
          
            Organization and Authority.
          

        
	

        	

        	

        	
           
        
	

        	

        	
          (i)
        	
          The Company is a corporation duly organized, validly existing and in
          good standing under the laws of the State of Nevada. The Company
          does not have any equity investment or other interest, direct or
          indirect, in, or any outstanding loans, advances or guarantees to or
          on behalf of, any domestic or foreign corporation, Limited Liability
          Company, association, partnership, joint venture or other entity.
        
	

        	

        	

        	
           
        
	

        	

        	
          (ii)
        	
          Complete and correct copies of the Company’s certificate of
          incorporation and by-laws are available for review on the EDGAR
          system maintained by the U.S. Securities and Exchange Commission
          (the “Commission”).
        
	

        	

        	

        	
           
        
	

        	

        	
          (iii)
        	
          The Company has full power and authority to carry out the
          transactions provided for in this Agreement, and this Agreement
          constitutes the legal, valid and binding obligations of the Company,
          enforceable in accordance with its terms, except as enforceability
          may be limited by bankruptcy, insolvency and other laws of general
          application affecting the enforcement of creditor’s rights and
          except that any remedies in the nature of equitable relief are in
          the discretion of the court. All necessary action required to be
          taken by the Company for the consummation of the transactions
          contemplated by this Agreement has been taken.
        
	

        	

        	

        	
           
        
	

        	

        	
          (iv)
        	
          The execution and performance of this Agreement will not constitute
          a breach of any agreement, indenture, mortgage, license or other
          instrument or document to which the Company is a party or by which
          its assets and properties are bound, and will not violate any
          judgment, decree, order, writ, rule, statute, or regulation
          applicable to the Company or its properties. The execution and
          performance of this Agreement will not violate or conflict with any
          provision of the certificate of incorporation or by-laws of the
          Company.
        
	

        	

        	

        	
           
        
	

        	

        	
          (v)
        	
          The Securities, when issued pursuant to this Agreement, will be duly
          and validly authorized and issued, fully paid and non-assessable.
          The issuance of the Securities to Shareholders is exempt from the
          registration requirements of the Securities Act of 1933, as amended
          (the “Securities Act”), pursuant to an exemption provided by Section
          4(2) and Rule 506 promulgated thereunder.
        


    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    
    	
           
        	
          (vi)
        	
          The authorized capital stock of the Company consists of 120,000,000
          shares of Common Stock, $0.001 par value of which 101,484,335 shares
          are currently issued and outstanding and 5,000,000 shares of
          preferred stock, $0.001 par value of which no shares are issued.
          Except as provided in, contemplated by, or set forth in this
          Agreement or the Company SEC Documents (as defined below), the
          Company has no outstanding or authorized warrants, options, other
          rights to purchase or otherwise acquire capital stock or any other
          securities of the Company, preemptive rights, rights of first
          refusal, registration rights or related commitments of any nature.
          All issued and outstanding shares were either (i) registered under
          the Securities Act, or (ii) issued pursuant to valid exemptions from
          registration thereunder.
        
	
           
        
	

        	
          (vii)
        	
          No consent, approval or agreement of any person, party, court,
          governmental authority, or entity is required to be obtained by the
          Company in connection with the execution and performance by the
          Company of this Agreement or the execution and performance by the
          Company of any agreements, instruments or other obligations entered
          into in connection with this Agreement.
        
	
           
        
	

        	
          (b)
        	
          
            SEC Documents.
          

        
	
           
        
	

        	
          (i)
        	
          The Company is registered pursuant to Section 12 of the Exchange Act
          and it is current with its reporting obligations under the
          Securities Exchange Act of 1934, as amended (the “Exchange Act”).
          None of the Company’s filings made pursuant to the Exchange Act
          (collectively, the “Company SEC Documents”) contains any untrue
          statement of a material fact or omitted to state a material fact
          required to be stated therein or necessary to make the statements
          therein, in light of the circumstances under which they were made,
          not misleading. The Company SEC Documents, as of their respective
          dates, complied in all material respects with the requirements of
          the Exchange Act, and the rules and regulations of the Commission
          thereunder, and are available on the Commission’s EDGAR system.
        
	
           
        
	

        	
          (ii)
        	
          The Company SEC Documents include the Company’s audited consolidated
          financial statements for the fiscal year ended August 31, 2008 (the
          “Financial Statements”), including, in each case, a balance sheet
          and the related statements of income, stockholders’ equity and cash
          flows for the period then ended, together with the related notes.
          The Audited Financial Statements have been certified by DNTW
          Chartered Accountants, LLP (“DNTW”). The Financial Statements are in
          accordance with all books, records and accounts of the Company, are
          true, correct and complete and have been prepared in accordance with
          generally accepted accounting principles in the United States
          (“GAAP”), consistently applied. DNTW is independent as to the
          Company under the rules of the Commission pursuant to the Securities
          Act and is registered with the PCAOB. The Financial Statements
          present fairly the financial position of the Company at the
          respective balance sheet dates, and fairly present the results of
          the Company’s operations, changes in stockholders’ equity and cash
          flows for the periods covered.
        


    

    

    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    
    	
           
        	
          (iii)
        	
          At the close of business on August 31, 2008 the date of the
          financial statements included in the Company’s most recent Form 10-K
          filing, the Company did not have any material liabilities, absolute
          or contingent, of the type required to be reflected on balance
          sheets prepared in accordance with GAAP which are not fully
          reflected, reserved against or disclosed on the August 31, 2008
          balance sheet. The Company has not guaranteed or assumed or incurred
          any obligation with respect to any debt or obligations of any
          Person, except endorsements made in the ordinary course of business
          in connection with the deposit of items for collection. The Company
          does not have any debts, contracts, guaranty, standby, indemnity or
          hold harmless commitments, liabilities or obligations of any kind,
          character or description, whether accrued, absolute, contingent or
          otherwise, or due or to become due except to the extent set forth or
          noted in the Financial Statements, and not heretofore paid or
          discharged.
        
	

        	

        	
           
        
	

        	
          (c)
        	
          
            Absence of Changes. Since August 31, 2008, except as set
            forth in the Company SEC Documents and to the best of Company’s
            knowledge, there have not been:
          

        
	

        	

        	
           
        
	

        	
          (i)
        	
          any change in the consolidated assets, liabilities, or financial
          condition of the Company, except changes in the ordinary course of
          business which do not and will not have a material adverse effect on
          the Company;
        
	

        	

        	
           
        
	

        	
          (ii)
        	
          any damage, destruction, or loss, whether or not covered by
          insurance, materially and adversely affecting the assets or
          financial condition of the Company (as conducted and as proposed to
          be conducted);
        
	

        	

        	
           
        
	

        	
          (iii)
        	
          any change or amendment to a material contract, charter document or
          arrangement not in the ordinary course of business to which the
          Company is a party other than contracts which are to be terminated
          at or prior to the Closing;
        
	

        	

        	
           
        
	

        	
          (iv)
        	
          any loans made by the Company to any of affiliate of the Company or
          any of the Company’s employees, officers, directors, shareholders or
          any of its affiliates;
        
	

        	

        	
           
        
	

        	
          (v)
        	
          any declaration or payment of any dividend or other distribution or
          any redemption of any capital stock of the Company;
        


    

    

    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    
    	
           
        	
          (vi)
        	
          any sale, transfer, or lease of any of the Company’s assets other
          than in the ordinary course of business;
        
	

        	

        	
           
        
	

        	
          (vii)
        	
          any other event or condition of any character which might have a
          material adverse effect on the Company;
        
	

        	

        	
           
        
	

        	
          (viii)
        	
          any satisfaction or discharge of any lien, claim or encumbrance or
          payment of any obligation by Company except in the ordinary course
          of business and that is not material to the assets or financial
          condition of the Company; or
        
	

        	

        	
           
        
	

        	
          (ix)
        	
          any agreement or commitment by the Company to do any of the things
          described in this Section 2(c).
        
	

        	

        	
           
        
	

        	
          (d)
        	
          
            Property. Except as set forth in the Company SEC Documents,
            the Company does not own any real estate and is not a party to any
            lease agreement.
          

        
	

        	

        	
           
        
	

        	
          (e)
        	
          
            Taxes. The Company has filed all federal, state, county and
            local income, excise, franchise, property and other tax,
            governmental and/or related returns, forms, or reports, which are
            due or required to be filed by it prior to the date hereof, except
            where the failure to do so would have no material adverse impact
            on the Company, and has paid or made adequate provision in the
            financial statement included in the Company SEC Documents for the
            payment of all taxes, fees, or assessments which have or may
            become due pursuant to such returns or pursuant to any assessments
            received. The Company is not delinquent or obligated for any tax,
            penalty, interest, delinquency or charge.
          

        
	

        	

        	
           
        
	

        	
          (f)
        	
          
            Contracts and Commitments. Except as contemplated under
            this Agreement or set forth in the Company SEC Documents, the
            Company is not a party to any contract or agreement.
          

        
	

        	

        	
           
        
	

        	
          (g)
        	
          
            No Adverse Change. Since May 31, 2008, there has not been
            any Material Adverse Change in the financial condition of the
            Company. A Material Adverse Change shall mean a material adverse
            change in the business, financial condition, operations or
            prospects of a person.
          

        
	

        	

        	
           
        
	

        	
          (h)
        	
          
            No Defaults. The Company is not in violation of its
            certificate of incorporation or by-laws or any judgment, decree or
            order, applicable to it.
          

        
	

        	

        	
           
        
	

        	
          (i)
        	
          
            Litigation. Except as set forth in the Company SEC
            Documents, there are no material (i.e., claims which, if adversely
            determined based on the amounts claimed, would exceed five
            thousand dollars ($5,000) in the aggregate) claims, actions,
            suits, proceedings, inquiries, labor disputes or investigations
            (whether or not purportedly on behalf of the Company) pending or,
            to Company’s knowledge, threatened against the Company or any of
            its assets, at law or in equity or by or before any governmental
            entity or in arbitration or mediation.
          

        


    

    

    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    
    	
           
        	
          (j)
        	
          
            Compliance with Laws. The Company, to its knowledge, is in
            full compliance with all laws applicable to it (including, without
            limitation, with respect to zoning, building, wages, hours,
            hiring, firing, promotion, equal opportunity, pension and other
            benefit, immigration, nondiscrimination, warranties, advertising
            or sale of products, trade regulations, anti-trust or control and
            foreign exchange or, to the Company’s knowledge, environmental,
            health and safety requirements).
          

        
	

        	

        	
           
        
	

        	
          (k)
        	
          
            Contracts and Commitments. The Company is not a party to
            any contract of agreement other than agreements that will be
            terminated at or prior to the Closing.
          

        
	

        	

        	
           
        
	

        	
          (l)
        	
          
            Intellectual Property. The Company has no intellectual
            property rights.
          

        
	

        	

        	
           
        
	

        	
          (m)
        	
          
            No Broker. Neither the Company nor any of its agents or
            employees has employed or engaged any broker or finder or incurred
            any liability for any brokerage fees, commissions or finders’ fees
            in connection with the transactions contemplated by this
            Agreement. The Company shall indemnify and hold the Shareholders
            harmless against any loss, damage, liability or expense, including
            reasonable fees and expenses of counsel, as a result of any
            brokerage fees, commissions or finders’ fees which are due as a
            result of the consummation of the transaction contemplated by this
            Agreement.
          

        
	

        	

        	
           
        
	

        	
          (n)
        	
          
            Reliance by Shareholders. The representations and
            warranties set forth in this Section 2 taken together, do not
            contain any untrue statement of a material fact or omit to state a
            material fact necessary to make the statements contained herein
            and therein, when taken together, not misleading, and there is no
            fact which materially and adversely affects the business,
            operations or financial condition of the Company. Shareholders may
            rely on the representations set forth in this Section 2
            notwithstanding any investigation it may have made.
          

        
	

        	

        	
           
        
	

        	
          3.
        	
          
            Closing Deliveries.
          

        
	

        	

        	
           
        
	

        	

        	
          (a) On the Closing Date, the Company shall deliver or cause to be
          delivered to each Shareholder:
        
	

        	

        	
           
        
	

        	

        	
          (i) a certificate registered in the name of each Shareholder
          representing the number of shares of Common Stock and Series A
          Preferred Stock set forth on Schedule I;
        
	

        	

        	
           
        
	

        	

        	
          (ii) a legal opinion of counsel to the Company acceptable to the
          Shareholders;
        
	

        	

        	
           
        
	

        	

        	
          (iii) a signed copy of the Escrow and Holdback Agreement;
        
	

        	

        	
           
        
	

        	

        	
          (iv) a signed copy of the Convertible Note; and
        


    

    

    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    
    	
           
        	

        	
          (v) a signed copy of the Officer’s certificate as to the
          representation and warranties made by the Company herein.
        
	

        	

        	
           
        
	

        	

        	
          (b) On the Closing Date, each Shareholder shall deliver or cause to
          be delivered to the Company:
        
	

        	

        	
           
        
	

        	

        	
          (i) Within seventy-five (75) days of the Closing Date, ComedyNet
          will deliver to the Company audited financial statements conforming
          to Generally Accepted Accounting Principles (GAAP).
        
	

        	

        	
           
        
	

        	

        	
          (ii) the certificate representing such Shareholder’s shares of
          ComedyNet Shares, or if the shares were issued in uncertificated
          form, a written representation executed by an officer of ComedyNet
          that such Shareholder was issued the number of shares set forth next
          to its name on Schedule I.
        
	

        	

        	
           
        
	

        	
          4.
        	
          
            Conditions to the Obligation of the Shareholders to Close.
            The obligations of Shareholders under this Agreement are subject
            to the satisfaction of the following conditions unless waived by
            Shareholders:
          

        
	

        	

        	
           
        
	

        	

        	
          
            (a) Representations and Warranties. On the Closing Date,
            the representations and warranties of the Company shall be true
            and correct in all material respects on and as of the Closing Date
            with the same force and effect as if made on such date, and the
            Company shall have performed all of their respective obligations
            required to be performed by them pursuant to this Agreement at or
            prior to the Closing Date, and Shareholders shall have received a
            certificate of the Company to such effect and as to any other
            matters set forth in this Agreement.
          

        
	

        	

        	
           
        
	

        	

        	
          
            (b) No Material Adverse Change. No Material Adverse Change
            in the business or financial condition of the Company shall have
            occurred or be threatened since the date of this Agreement, and no
            action, suit or proceedings shall be threatened or pending before
            any court, governmental agency or authority or regulatory body
            seeking to restrain, prohibit or obtain damages or other relief in
            connection with this Agreement or the consummation of the
            transactions contemplated by this Agreement or that, if adversely
            decided, has or may have a material adverse effect on the Company
            and its business.
          

        
	

        	

        	
           
        
	

        	

        	
          
            (c) Legal Opinion. The Shareholders shall have received a
            legal opinion from the Company’s legal counsel, acceptable to the
            Shareholders
          

        
	

        	

        	
           
        
	

        	

        	
          
            (d) Elections and Appointments. On the Closing Date,
            Emerald shall appoint a representative to the Board of Directors
            of the Company.
          

        
	

        	

        	
           
        
	

        	

        	
          
            (e) Consulting Agreement. Mark Graff shall have been
            retained as a consultant to the Company under the terms of the
            Consulting Agreement attached hereto as Exhibit C effective
            as of the Closing Date.
          

        
	

        	

        	
           
        
	

        	

        	
          
            (f) Delivery to the Shareholders of the items set forth in Section
            3(a) above.
          

        


    

    

    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    

    

    
    	
           
        	
          5.
        	
          
            Indemnification
          

        
	

        	

        	
           
        
	

        	

        	
          (a) The Company agrees to indemnify, defend and hold harmless
          ComedyNet and its Affiliates and, if applicable, their respective
          directors, officers, shareholders, employees, attorneys,
          accountants, agents and representatives and their heirs, successors
          and assigns from and against any and all Damages based upon, arising
          out of or otherwise in respect of (i) any inaccuracy in or any
          breach of any representation or warranty, of the Company contained
          in this Agreement, (ii) the failure of the Company to perform or
          observe fully any covenant, agreement or provision to be performed
          or observed by the Company pursuant to this Agreement, or (iii) any
          third-party claim arising out of or in connection with the operation
          of the Business of the Company on or before the Closing.
        
	

        	

        	
           
        
	

        	

        	
          (b) ComedyNet agrees to indemnify, defend and hold harmless the
          Company and its Affiliates and, if applicable, their respective
          directors, officers, shareholders, employees, attorneys,
          accountants, agents and representatives and their heirs, successors
          and assigns from and against any and all Damages based upon, arising
          out of or otherwise in respect of (i) any inaccuracy in or any
          breach of any representation or warranty, of ComedyNet contained in
          this Agreement, or (ii) the failure of ComedyNet to perform or
          observe fully any covenant, agreement or provision to be performed
          or observed by ComedyNet pursuant to this Agreement.
        
	

        	

        	
           
        
	

        	
          6.
        	
          
            Accredited Investor Status. By countersigning this
            Agreement, each of the Shareholders, except for Mark Graff and
            James Hatch, officers of ComedyNet, severally and not jointly,
            represent that such Shareholder is an accredited investor as such
            is defined in Regulation D promulgated under the Securities Act of
            1933 as amended, because such Shareholder fits one of the
            definitions set forth in Exhibit A attached hereto.
          

        
	

        	

        	
           
        
	

        	
          7.
        	
          
            Notices. Any notice, demand, request, waiver or other
            communication required or permitted to be given hereunder shall be
            in writing and shall be effective (a) upon hand delivery by
            telecopy, e-mail or facsimile at the address or number designated
            below (if delivered on a business day during normal business hours
            where such notice is to be received), or the first business day
            following such delivery (if delivered other than on a business day
            during normal business hours where such notice is to be received)
            or (b) on the second business day following the date of mailing by
            express courier service, fully prepaid, addressed to such address,
            or upon actual receipt of such mailing, whichever shall first
            occur. The addresses for such communications shall be:
          

        


    

    

    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    
    	
           
        	
          
            if to the Company:
          

        	

        
	

        	
          Red Rock Pictures Holdings, Inc.
        	

        
	

        	
          
            8228 Sunset Boulevard, 3rd Floor
          

        	

        
	

        	
          Los Angeles, CA 90046
        	

        
	

        	
          Tel: (323) 790-1813
        	

        
	

        	
          Fax: (323) ___-____
        	

        
	

        	

        	
           
        
	

        	

        	
           
        
	

        	
          
            with a copy to (which shall not constitute notice):
          

        	

        
	

        	
          Anslow & Jaclin, LLP
        	

        
	

        	
          Attn: Gregg E. Jaclin, Esq.
        	

        
	

        	
          195 Route 9 South, Suite 204
        	

        
	

        	
          Manalapan, New Jersey 07726
        	

        
	

        	
          Tel: (732) 409-1212
        	

        
	

        	
          Fax: (732) 577-1188
        	

        
	

        	

        	
           
        
	

        	

        	
           
        
	

        	
          
            if to ComedyNet and the Shareholders:
          

        	

        
	

        	
          ComedyNet.TV, Inc.
        	

        
	

        	
          Attn: Mark Graff
        	

        
	

        	
          
            444 Broadway, 4th Floor
          

        	

        
	

        	
          New York, NY 10013
        	

        
	

        	
          Tel: (212) ___-___
        	

        
	

        	
          Fax: (212) ___-____
        	

        
	

        	

        	
           
        
	

        	

        	
           
        
	

        	
          
            with a copy to:
          

        	

        
	

        	
          Richardson & Patel LLP
        	

        
	

        	
          Attn: Jody R. Samuels
        	

        
	

        	
          
            405 Lexington Avenue, 26th Fl
          

        	

        
	

        	
          New York, NY 10174
        	

        
	

        	
          Phone: (212) 907-6686
        	

        
	

        	
          Fax: (212) 907-6687
        	

        


    

    

    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    
    	
           
        	
          8.
        	
          
            Miscellaneous.
          

        
	

        	

        	
           
        
	

        	
          (a)
        	
          This Agreement constitutes the entire agreement between the parties
          relating to the subject matter hereof, superseding any and all prior
          or contemporaneous oral and prior written agreements, understandings
          and letters of intent. This Agreement may not be modified or amended
          nor may any right be waived except by a writing which expressly
          refers to this Agreement, states that it is a modification,
          amendment or waiver and is signed by all parties with respect to a
          modification or amendment or the party granting the waiver with
          respect to a waiver. No course of conduct or dealing and no trade
          custom or usage shall modify any provisions of this Agreement.
        
	

        	

        	
           
        
	

        	
          (b)
        	
          This Agreement shall be governed by and construed in accordance with
          the laws of the State of California without regard to any principles
          of conflicts of law applicable to contracts made and to be performed
          entirely within such State. Each of the parties hereby irrevocably
          consents and agrees that any legal or equitable action or proceeding
          arising under or in connection with this Agreement: (i) shall be
          brought in the federal or state courts located in the State of
          California, by execution and delivery of this Agreement, (ii)
          irrevocably submits to and accepts the jurisdiction of said courts,
          (iii) waives any defense that such court is not a convenient forum,
          and (iv) consent to any service of process method permitted by law.
        
	

        	

        	
           
        
	

        	
          (c)
        	
          This Agreement shall be binding upon and inure to the benefit of the
          parties hereto, and their respective successors and permitted
          assigns.
        
	

        	

        	
           
        
	

        	
          (d)
        	
          This Agreement may be executed in two or more counterparts, each of
          which shall be deemed an original but all of which together shall
          constitute one and the same document. Fax or PDF copies of
          signatures shall be treated as originals for all purposes.
        
	

        	

        	
           
        
	

        	
          (e)
        	
          The various representations, warranties, and covenants set forth in
          this Agreement or in any other writing delivered in connection
          therewith shall survive the issuance of the Shares.
        
	

        	

        	
           
        
	

        	
          (f)
        	
          The Company shall file a Schedule 14C Information Statement (“14C”)
          with the Securities and Exchange Commission (“SEC”) within 10
          business days of the execution of this Agreement to increase the
          authorized common shares of the Company to 500,000,000 shares. The
          Company will file a certificate of Amendment with the State of
          Nevada to increase the authorized shares as soon as possible in
          accordance with State and SEC rules and regulations.
        


    

    

    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    

    

    
      IN WITNESS WHEREOF, the parties have executed this Securities Exchange
      Agreement the day and year first above written.
    

    
      


    

    
    	
           
        	
          
            RED ROCK PICTURES HOLDINGS, INC.
          

        
	

        	

        	
           
        
	

        	
          
            By:
          

        	
          
             
          

        
	

        	

        	
           
        
	

        	

        	
           
        
	

        	
          
            COMEDYNET.TV, INC.
          

        
	

        	

        	
           
        
	

        	
          
            By:
          

        	
          
             
          

        


    

    

    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    

    

    
      SHAREHOLDER SIGNATURE PAGE TO
RED ROCK PICTURES HOLDINGS,
      INC./COMEDYNET.TV, INC. SHARE
EXCHANGE AGREEMENT
    

    
      

      

      By: ________________________________________
    

    
      


    

    
      By: ________________________________________
    

    
      


    

    
      By: ________________________________________
    

    
      


    

    
      By: ________________________________________
    

    
      


    

    
      By: ________________________________________
    

    
      


    

    
      By: ________________________________________
    

    
      


    

    
      By: ________________________________________
    

    

    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    

    

    
      Schedule I
    

    
    	
          NAME OF HOLDER
        	
          COMEDYNET.TV, INC.

          
            SHARES
          

        	
          
            RED ROCK PICTURES HOLDINGS, INC.
SHARES ISSUED
          

        
	
          
             
          

        	
           
        	
           
        
	
          
             
          

        	
           
        	
           
        
	
          
             
          

        	
           
        	
           
        
	
          
             
          

        	
           
        	
           
        
	
           
        	
           
        	
           
        
	
           
        	
           
        	
           
        
	
           
        	
           
        	
           
        
	
          TOTAL
        	
           
        	
           
        


    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    
      Exhibit A
    

    
      Accredited investors
    

    
      A Person who meets any one of the following tests is an accredited
      investor:
    

    
       (a)   The Person is an individual who has a net worth, or joint net
      worth with the Person’s spouse, of at least $1,000,000.
    

    
       (b)   The Person is an individual who had individual income of more
      than $200,000 (or $300,000 jointly with the Person’s spouse) for the
      past two years, and the Person has a reasonable expectation of having
      income of at least $200,000 (or $300,000 jointly with the Person’s
      spouse) for the current year.
    

    
       (c)   The Person is an officer or director of the Company.
    

    
       (d)   The Person is a bank as defined in section 3(a)(2) of the
      Securities Act or any savings and loan association or other institution
      as defined in section 3(a)(5)(A) of the Securities Act whether acting in
      its individual or fiduciary capacity.
    

    
       (e)   The Person is a broker or dealer registered pursuant to section
      15 of the Securities Exchange Act of 1934.
    

    
       (f)   The Person is an insurance company as defined in section 2(13) of
      the Securities Act.                   
    

    
       (g)   The Person is an investment company registered under the
      Investment Company Act of 1940 or a business development company as
      defined in section 2(a)(48) of that Act.
    

    
       (h)   The Person is a small Business Investment Company licensed by the
      U.S. Small Business Administration under section 301(c) or (d) of the
      Small Business Investment Act of 1958.
    

    
       (i)   The Person is an employee benefit plan within the meaning of
      Title I of the Employee Retirement Income Security Act of 1974, if the
      investment decision is made by a plan fiduciary, as defined in section
      3(21) of such Act, which is either a bank, savings and loan association,
      insurance company, or registered investment adviser, or if the employee
      benefit plan has total assets in excess of $5,000,000 or, if a
      self-directed plan, with investment decisions made solely by persons
      that are accredited investors.
    

    
       (j)   The Person is a private business development company as defined
      in section 202(a)(22) of the Investment Advisers Act of 1940.
    

    
       (k)   The Person is an organization described in Section 501(c)(3) of
      the Internal Revenue Code, corporation, Massachusetts or similar
      business trust, or partnership, not formed for the specific purpose of
      acquiring the securities offered, with total assets in excess of
      $5,000,000.
    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    
       (l)   The Person is a trust, with total assets in excess of $5,000,000,
      not formed for the specific purpose of acquiring the securities offered,
      whose purchase is directed by a sophisticated person as described in
      Rule 506(b)(2)(ii) of the Commission under the Securities Act.
    

    
       (m)   The Person is an entity in which all of the equity owners are
      accredited investors (i.e., all of the equity owners meet one of the
      tests for an accredited investor).
    

    
       If an individual Person qualifies as an accredited investor, such
      individual may purchase the Shares in the name of his or her individual
      retirement account (“IRA”).
    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    
      Exhibit B
    

    
      Secured Convertible Note
    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    
      Exhibit C
    

    
      Consulting Agreement
    

    

    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    
      Exhibit D
    

    
      Certificate of Designations and Preferences of Series A Preferred Stock
    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    
      Exhibit E
    

    
      Escrow and Holdback Agreement