Exhibit 10.1

ASSIGNMENT, TERMINATION AND RELEASE AGREEMENT

This Assignment, Termination and Release Agreement (“Agreement”) is entered into as of March 21, 2013 by and among OSL Holdings Inc., a Nevada corporation (the "Company"), Asher Enterprises, Inc., a Delaware corporation (“Asher” or “Assignor”), Samuel Kotch, an individual ("S. Kotch") and Benjamin Kotch, an individual (“B. Kotch”) (S. Kotch and B. Kotch, each an “Assignee” and collectively the “Assignees”). The Company, Asher and the Assignees may collectively be referred to herein as the “Parties.”

RECITALS

WHEREAS, the Company issued to Asher those certain 8% convertible promissory notes (the “Notes”) on their respective issue dates as listed on Schedule A attached hereto, pursuant to those certain corresponding securities purchase agreements dated as of the respective issue dates of the Notes (the “SPAs”) in the aggregate principal amount of $135,500;

WHEREAS, as of the date of this Agreement, the amount of unpaid principal owed to Asher pursuant to the Notes is $124,520 (the “Outstanding Balance”);

WHEREAS, Asher desires to transfer to the Assignees and the Assignees wish to receive, Asher’s rights to the Outstanding Balance due on the Notes (the "Transferred Principal") and interest to be accrued thereon from and after the date hereof, pursuant to the terms of the Notes (collectively with the Transferred Principal, the "Transferred Obligation");

WHEREAS, in connection with and in consideration of Asher’s transfer of the Transferred Obligation to the Assignees in full satisfaction of the Company’s obligations to Asher under the Notes and the SPAs, the Parties have agreed that Asher will receive a payment of $125,500 (the “Asher Payment”) and Asher and the Company will terminate all outstanding obligations between them under the Notes and the SPAs and provide mutual waiver and release of all rights and claims each may have against the other, if any.

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein and for other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

AGREEMENT

1.        Incorporation of Recitals. The recitals to this Agreement are an integral part of this Agreement and are hereby incorporated as a part of this Agreement as if set forth in it.

2.       Transfer and Assignment. Pursuant to Section 4.4 of the Notes (i) Assignor hereby sells, assigns, transfers and conveys unto each of the Assignees, individually, 50% of (1) all of Assignor's rights to receive the Transferred Obligation pursuant to the terms of the Notes, and (2) all of the other rights and benefits of Assignor under the Notes in respect of the Transferred Obligation in the amounts set forth on Schedule A and (ii) the Assignees each hereby agree to be bound by the terms of the Notes.

3.        Interest. From and after the date hereof, the Transferred Principal shall accrue interest in accordance with Notes and each Assignee shall have the right to receive 50% of all such accrued interest in accordance with the terms of the Notes.

4.        Agreement to be Bound. The Company agrees to be bound by all the terms and conditions of the Notes in its payment of the Transferred Obligation to the each of the Assignees.

5.       Termination and Payment. Immediately upon the execution of this Agreement and delivery by each of the Assignees to Asher, by wire transfer of immediately available funds per the instructions listed on Schedule B attached hereto, of 50% of the Asher Payment, the SPAs shall be terminated and neither Asher nor the Company shall have any further rights or obligations thereunder. Delivery of the entire Asher Payment must take place on or before 4 pm EST on March 21, 2013 in order for this Agreement to be binding on the Parties.

6.       Complete Release by Asher. Asher, its officers, directors and affiliates each irrevocably and unconditionally releases any and all claims, liabilities, promises, debts, causes of action, charges, expenses, costs or similar rights of any type or nature that it may have against the Company, any of its representatives, assigns, shareholders, officers, directors, employees, attorneys, agents, and any other persons acting by, through under or in concert with any of the foregoing (the “Company Releasees”), from the beginning of the world to the date hereof. This release covers both claims that Asher knows about and those Asher does not know about. Asher understands the significance of this release of unknown claims and their waiver of any statutory protection against a release of unknown claims. Asher expressly waives the protection of any such governmental statutes or regulations.

7.       Complete Release by the Company. The Company irrevocably and unconditionally releases any and all claims, liabilities, promises, debts, causes of action, charges, expenses, costs or similar rights of any type or nature that it may have against Asher, any of its employees, officers, directors, representatives, assigns, attorneys, agents, and any other persons acting by, through under or in concert with any of the foregoing (the “Asher Releasees”), from the beginning of the world to the date hereof. This release covers both claims that the Company knows about and those the Company does not know about. The Company understands the significance of this release of unknown claims and their waiver of any statutory protection against a release of unknown claims. The Company expressly waives the protection of any such governmental statutes or regulations.

8.       Representations and Warranties.

9.       Consequences of Violation of Promises. If any of the representations and warranties made by either Asher or the Company in Section 8 was false when made, the party violating the promise will pay reasonable attorneys’ fees and all other costs incurred as a result of such breach or false representation, such as, by way of example and not by way of limitation, the innocent party’s cost of defending any suit brought with respect to a claim released by it. The representations and warranties in Section 8 shall also survive execution of this Agreement and satisfaction of the terms hereunder.

10.     Miscellaneous.

If to the Company, to:

OSL HOLDINGS INC. f/k/a RED ROCK PICTURES HOLDINGS INC.

60 Dutch Hill Road - Suite 15

Orangeburg, NY 10962

Attn: Bob Rothenberg

Email: brothenberg@oslholdings.com

     With a copy by electronic mail only to (which copy shall not constitute notice):

RICHARDSON & PATEL LLP
The Chrysler Building

405 Lexington Avenue, 49th Floor

New York, NY 10174

Attn: David N. Feldman, Esq.

Email: dfeldman@richardsonpatel.com

If to the Buyer:

ASHER ENTERPRISES, INC.

1 Linden Pl., Suite 207

Great Neck, NY 11021

Attn: Curt Kramer, President

Email: ckramer6@bloomberg.net

With a copy by electronic mail only to (which copy shall not constitute notice):

BERNARD S. FELDMAN, P.C.

80 Cuttermill Road, Suite 410

Great Neck, NY 11021

Attn: Bernard S. Feldman, Esq.

Email: Bsf.Pc@verizon.net

Each party shall provide notice to the other party of any change in address.

[Signature Page Follows.]

IN WITNESS WHEREOF, the parties hereto have caused this Assignment, Termination and Release Agreement to be duly executed and delivered as of the date first written above.

ASSIGNOR:

ASHER ENTERPRISES, INC.

By: /s/ Curt Kramer______________________________

Name: Curt Kramer

Title: President

ASSIGNEES:

/s/ Samuel Kotch_______________________________

SAMUEL KOTCH, an Individual

/s/ Benjamin Kotch______________________________

BENJAMIN KOTCH, an Individual

COMPANY:

OSL HOLDINGS INC.

By: /s/ Bob Rothenberg___________________________

Name: Bob Rothenberg

Title: President

[Signature Page to Assignment, Termination and Release Agreement]

SCHEDULE A

Notes

SCHEDULE B

Asher Wire Instructions