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

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.

(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.

(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.

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