benac8k053008ex10-1.htm


    
      

      

    

    Exhibit
10.1

    AGREEMENT
AND PLAN OF MERGER

     

    THIS AGREEMENT AND PLAN OF
MERGER is made as of the 30th day of
May, 2008

     

    AMONG:

     

    BENACQUISTA GALLERIES, INC., a
corporation incorporated on January 17, 2003 under the laws of the State of
Nevada with executive offices located at 6870 La Valle Plateada Rancho Santa Fe,
California (“Benacquista”);

     

    BENACQUISTA ACQUISITION CORP.,
a body corporate formed pursuant to the laws of the State of Nevada and a
wholly-owned subsidiary of Benacquista (the “Merger
Sub”);

     

    VIBE RECORDS, INC., a
corporation incorporated on March 8, 2004 under the laws of the State of
Delaware with executive offices are located at 446 Edwards Avenue, Suite #1,
Calverton, New York 11933 (“Vibe”);

     

    WHEREAS:

     

    
      	
               
      

            	
              A.

            	
              Benacquista
      is a corporation that is traded on the OTC Bulletin Board which is not
      presently engaged in any business;

            


    

     

    
      	
               
      

            	
              B.

            	
              Vibe
      is conducts business as an artist and repertoire company as well as an
      independent record label;

            


    

     

    
      	
               
      

            	
              C.

            	
              The
      respective Boards of Directors of Benacquista, Vibe and the Merger Sub
      deem it advisable and in the best interests of Benacquista, Vibe and the
      Merger Sub that Vibe merge with and into the Merger Sub pursuant to this
      Agreement and the Certificate of Merger, and the applicable provisions of
      the laws of the State of Nevada and the State of Delaware;
    and

            


    

     

    
      	
               
      

            	
              D.

            	
              It
      is intended that the Merger shall qualify for United States federal income
      tax purposes as a reorganization within the meaning of Section 368 of the
      Internal Revenue Code of 1986, as
amended.

            


    

     

    NOW THEREFORE THIS AGREEMENT
WITNESSETH THAT in consideration of the premises and the mutual
covenants, agreements, representations and warranties contained herein, and
other good and valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, the parties hereto hereby agree as follows:

     

    ARTICLE
1. DEFINITIONS AND INTERPRETATION

     

    1.1 
Definitions

     

    In this
Agreement the following terms will have the following meanings:

     

    “Acquisition Shares”
means the 13,489,201 Benacquista Common Shares to be issued to the Vibe
Shareholders at Closing pursuant to the terms of the Merger in accordance with
Exhibit A,
annexed hereto;

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    “Agreement” means this
agreement and plan of merger among Benacquista, the Merger Sub and
Vibe;

     

    “Benacquista Business”
means all aspects of any business conducted by Benacquista and its
subsidiaries;

     

    “Benacquista Common
Shares” means the shares of common stock in the capital of
Benacquista;

     

    “Benacquista Financial
Statements” means, collectively, the audited consolidated financial
statements of Benacquista, together with the unqualified auditors’ report
thereon, and the unaudited consolidated financial statements of
Benacquista;

     

    “Closing” means the
completion, on the Closing Date, of the transactions contemplated hereby in
accordance with Article 8 hereof;

     

    “Closing Date” means
the day on which all conditions precedent to the completion of the transaction
as contemplated hereby have been satisfied or waived;

     

    “Effective Time” means
the date of the filing of this Agreement and officers’ certificates, as
applicable, in the form required by State Corporation Law;

     

    ‘‘Material Adverse
Effect’’ means, with respect to any party, a materially adverse effect on
the business, results of operation, financial condition, properties or assets of
such party and any subsidiaries, taken as a whole;

     

    “Merger” means the
merger, at the Effective Time, of Vibe and the Merger Sub pursuant to this
Agreement and Plan of Merger;

     

    “Place of Closing”
means the offices of Sichenzia Ross Friedman Ference LLP, or such other place as
Benacquista and Vibe may mutually agree upon;

     

    ‘‘Returns’’ means all
returns, declarations, reports, statements and other documents required to be
filed in respect of Taxes, and the term ‘‘Return’’ means any one of the
foregoing Returns;

     

    “Securities Act” means
the Securities Act of 1933, as amended;

     

    “State Corporation
Law” means either the Delaware General Corporation Law or the Nevada
Revised Statutes, as applicable;

     

    “Surviving Company”
means Vibe following the merger with the Merger Sub;

     

    “Taxes’’ means all
federal, state, local, foreign and other income, sales, use, ad valorem,
transfer, franchise, withholding, payroll, employment, gross receipts, property,
severance, duties, net worth, excise or other taxes, charges, levies or like
assessments of any kind, together with any interest, penalties and additions
with respect thereto, and the term ‘‘Tax’’ means any one
of the foregoing Taxes;

     


    
      
         


      

      
        2

        
          

        

      

      
         


      

    


    “Vibe Assets” means
the undertaking and all the property and assets of the Vibe Business of every
kind and description wheresoever situated including, without limitation, Vibe
Cash, Vibe Equipment, Vibe Inventory and Vibe Material Contracts;

     

    “Vibe Business” means
all aspects of the business conducted by Vibe;

     

    “Vibe Cash” means all
cash on hand or on deposit to the credit of Vibe on the Closing
Date;

     

    “Vibe Debt” means all
of the issued and outstanding convertible promissory notes of Vibe;

     

    “Vibe Debt Holders”
means all of the holders of the issued and outstanding Vibe Debt;

     

    “Vibe Equipment” means
all machinery, equipment, furniture, and furnishings used in the Vibe
Business;

     

    “Vibe Financial
Statements” means collectively, the audited consolidated financial
statements of Vibe, together with the unqualified auditors’ report
thereon;

     

    “Vibe Inventory” means
all inventory and supplies of the Vibe Business;

     

    “Vibe Material
Contracts” means the burden and benefit of and the right, title and
interest of Vibe in, to and under all trade and non-trade contracts, engagements
or commitments, whether written or oral, to which Vibe is entitled in connection
with the Vibe Business whereunder Vibe is obligated to pay or entitled to
receive the sum of $10,000 or more including, without limitation, any pension
plans, profit sharing plans, bonus plans, loan agreements, security agreements,
indemnities and guarantees, any agreements with employees, lessees, licensees,
managers, accountants, suppliers, agents, distributors, officers, directors,
attorneys or others which cannot be terminated without liability on not more
than one month’s notice;

     

    “Vibe Shares” means
all of the issued and outstanding shares of
Vibe’s  stock;

     

    “Vibe Shareholders”
means the holders of shares of capital stock of Vibe;

     

    Any other
terms defined within the text of this Agreement will have the meanings so
ascribed to them.

     

    1.2 
Captions and Section Numbers

     

    The
headings and section references in this Agreement are for convenience of
reference only and do not form a part of this Agreement and are not intended to
interpret, define or limit the scope, extent or intent of this Agreement or any
provision thereof.

     

    1.3 
Section References and Schedules

     

    Any
reference to a particular “Article”, “section”, “paragraph”, “clause” or other
subdivision is to the particular Article, section, clause or other subdivision
of this Agreement and any reference to a Schedule by letter will mean the
appropriate Schedule attached to this Agreement and by such reference the
appropriate Schedule is incorporated into and made part of this
Agreement.

     


    
      
         


      

      
        3

        
          

        

      

      
         


      

    


    1.4 
Severability of Clauses

     

    If any
part of this Agreement is declared or held to be invalid for any reason, such
invalidity will not affect the validity of the remainder which will continue in
full force and effect and be construed as if this Agreement had been executed
without the invalid portion, and it is hereby declared the intention of the
parties that this Agreement would have been executed without reference to any
portion which may, for any reason, be hereafter declared or held to be
invalid.

     

    ARTICLE
2. MERGER

     

    2.1 
The Merger

     

    The
Merger Sub shall be merged with and into Vibe pursuant to this Agreement and the
separate corporate existence of the Merger Sub shall cease and Vibe, as it
exists from and after the Closing, shall be the Surviving Company.

     

    2.2 
Effect of the Merger

     

    The
Merger shall have the effect provided therefor by the State Corporation Law.
Without limiting the generality of the foregoing, and subject thereto, at
Closing (i) all the rights, privileges, immunities, powers and franchises,
of a public as well as of a private nature, and all property, real, personal and
mixed, and all debts due on whatever account, including without limitation
subscriptions to shares, and all other choses in action, and all and every other
interest of or belonging to or due to Vibe or the Merger Sub, as a group,
subject to the terms hereof, shall be taken and deemed to be transferred to, and
vested in, the Surviving Company without further act or deed; and all property,
rights and privileges, immunities, powers and franchises and all and every other
interest shall be thereafter as effectually the property of the Surviving
Company, as they were of Vibe and the Merger Sub, as a group, and (ii) all
debts, liabilities, duties and obligations of Vibe and the Merger Sub, as a
group, subject to the terms hereof, shall become the debts, liabilities and
duties of the Surviving Company and the Surviving Company shall thenceforth be
responsible and liable for all debts, liabilities, duties and obligations of
Vibe and the Merger Sub, as a group, and neither the rights of creditors nor any
liens upon the property of Vibe or the Merger Sub, as a group, shall be impaired
by the Merger, and may be enforced against the Surviving Company.

     

    2.3 
Certificate of Incorporation; Bylaws; Directors and Officers

     

    The
Certificate of Incorporation of the Surviving Company from and after the Closing
shall be the Certificate of Incorporation of Vibe until thereafter amended in
accordance with the provisions therein and as provided by the applicable
provisions of the State Corporation Law.  The Bylaws of the Surviving
Company from and after the Closing shall be the Bylaws of Vibe as in effect
immediately prior to the Closing, continuing until thereafter amended in
accordance with their terms, the Certificate of Incorporation of the Surviving
Company and as provided by the State Corporation Law.  The directors
of Vibe in office immediately prior to the Closing Date shall serve as the
directors of the Surviving Corporation from and after the Closing
Date.

     

     

    

      
        
           


        

        
          4

          
            

          

        

        
           


        

      


      2.4 
Conversion of Securities

       

      At the
Effective Time, by virtue of the Merger and without any action on the part of
the Merger Sub or Vibe, the shares of capital stock of each of Vibe and the
Merger Sub shall be converted as follows:

       

      
        	
                (a)

              	
                Capital Stock of
      Vibe. Each issued and outstanding share of Vibe’s capital stock
      shall continue to be issued and outstanding and shall represent one share
      of validly issued, fully paid, and non-assessable common stock of the
      Surviving Company owned by Benacquista. Each stock certificate of Vibe
      evidencing ownership of any such shares shall continue to evidence
      ownership of such shares of capital stock of the Surviving
      Company.

              


      

       

      
        	
                (b)

              	
                Conversion of Vibe
      Shares. Each Vibe Share that is issued and outstanding at the
      Effective Time, set forth on Exhibit A,
      shall automatically be cancelled and converted, without any action on the
      part of the holder thereof, into the right to receive one
      (1) Acquisition Share for each Vibe Share. All such Vibe Shares, when
      so converted, shall no longer be outstanding and shall automatically be
      cancelled and retired and shall cease to exist, and each holder of a
      certificate representing any such shares shall cease to have any rights
      with respect thereto, except the right to receive the Acquisition Shares
      paid in consideration therefor upon the surrender of such certificate in
      accordance with this Agreement.

              


      

       

      2.5 
Adherence with Applicable Securities Laws

       

      The
certificates representing the Acquisition Shares shall bear the following
legend:

       

      NO SALE,
OFFER TO SELL, OR TRANSFER OF THE SHARES REPRESENTED BY THIS CERTIFICATE SHALL
BE MADE UNLESS A REGISTRATION STATEMENT UNDER THE FEDERAL SECURITIES ACT OF
1933, AS AMENDED, IN RESPECT OF SUCH SHARES IS THEN IN EFFECT OR AN EXEMPTION
FROM THE REGISTRATION REQUIREMENTS OF SAID ACT IS THEN IN FACT APPLICABLE TO
SAID SHARES.

       

      2.6 
Additional Actions.  

       

      If at any
time after the Effective Time the Surviving Corporation shall consider or be
advised that any deeds, bills of sale, assignments or assurances or any other
acts or things are necessary, desirable or proper (a) to vest, perfect or
confirm, of record or otherwise, in the Surviving Corporation, its right, title
or interest in, to or under any of the rights, privileges, powers, franchises,
properties or assets of either Vibe or the Merger Sub or (b) otherwise to
carry out the purposes of this Agreement, the Surviving Corporation and its
proper officers and directors or their designees shall be authorized (to the
fullest extent allowed under applicable law) to execute and deliver, in the
name and on behalf of either Vibe or the Merger Sub, all such deeds, bills of
sale, assignments and assurances and do, in the name and on behalf of Vibe or
the Merger Sub, all such other acts and things necessary, desirable or proper to
vest, perfect or confirm its right, title or interest in, to or under any of the
rights, privileges, powers, franchises, properties or assets of Vibe or the
Merger Sub, as applicable, and otherwise to carry out the purposes of this
Agreement.

       


      
        
           


        

        
          5

          
            

          

        

        
           


        

      


      ARTICLE
3. REPRESENTATIONS AND WARRANTIES OF VIBE

       

      Vibe represents and warrants to Benacquista that, except as
set forth in the schedule delivered to Benacquista concurrently with the
execution of this Agreement, which schedule shall identify exceptions and other
information by specific Section references and shall be initialed by Benacquista
and Vibe for identification purposes (the ‘‘Vibe Disclosure
Schedule’’):

      


      
        	
                (a)

              	
                Vibe
      is a corporation duly organized, validly existing and in good standing
      under the laws of the State of Delaware. The Vibe Disclosure Schedule
      contains a list of the name and jurisdiction of organization of each
      subsidiary of Vibe (each such corporation, partnership or other entity
      being referred to herein individually as a ‘‘Vibe
      Subsidiary’’ and collectively, as the ‘‘Vibe
      Subsidiaries’’) and Vibe ownership interest with respect
      thereto. Each Vibe Subsidiary is a corporation or partnership duly
      organized, validly existing and in good standing under the laws of its
      place of incorporation.

              


      

       

      
        	
                (b)

              	
                Vibe
      and each Vibe Subsidiary (i) has all requisite corporate power and
      authority to own, lease and operate its properties and carry on its
      business as now being conducted and (ii) is duly qualified and in
      good standing to do business in each jurisdiction in which the nature of
      its business or the nature or location of its assets require such
      qualification and where the failure to be so qualified and in good
      standing would have a Material Adverse Effect on
  Vibe.

              


      

       

      
        	
                (c)

              	
                Vibe
      has all necessary corporate power and authority to enter into this
      Agreement and, subject to approval and adoption of this Agreement by the
      holders of a majority of the outstanding shares of Vibe, to consummate the
      transactions contemplated hereby. The execution and delivery of this
      Agreement by Vibe and the performance by Vibe, subject to approval and
      adoption of this Agreement by the Vibe Shareholders, of its obligations
      hereunder have been duly authorized and approved by all requisite
      corporate action and no other corporate proceedings on the part of Vibe
      are necessary to authorize this Agreement or for Vibe to consummate the
      Merger. This Agreement has been duly executed and delivered by duly
      authorized officers of Vibe and constitutes a valid and binding obligation
      of Vibe, enforceable against Vibe in accordance with its
      terms.

              


      

       

      
        	
                (d)

              	
                No
      consent, approval, order or authorization of, or registration, declaration
      or filing with any court, administrative agency or commission or other
      governmental authority or instrumentality (each of the foregoing being a
      ‘‘Governmental
      Entity’’), is required by or with respect to Vibe or any Vibe
      Subsidiary in connection with the execution and delivery of this Agreement
      by Vibe or the consummation by Vibe of the transactions contemplated
      hereby.

              


      

       

      
        	
                (e)

              	
                Neither
      the execution and delivery of this Agreement by Vibe, nor the consummation
      by Vibe of the transactions contemplated hereby, will (i) conflict
      with or result in a breach of any of the terms or provisions of Vibe
      Certificate of Incorporation or By-Laws, (ii) violate any statute or
      administrative regulation, or any order, writ, injunction, judgment or
      decree of any court or governmental authority or any arbitration award to
      which Vibe is a party or by which Vibe is bound, or (iii) violate,
      conflict with, breach, constitute a default (or an event which, with
      notice or lapse of time or both, would constitute or default) under,
      or result in the termination of, or accelerate the performance required
      by, or result in the creation of any lien or other encumbrance upon any of
      the properties or assets of Vibe or any Vibe Subsidiary under, any note,
      bond, mortgage, indenture, deed of trust, license, lease, agreement or
      other instrument or obligation to which Vibe or any Vibe Subsidiary is a
      party or to which they or any of their respective properties or assets are
      subject.

              


      

       

       

      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

         

      

      
        	
                (f)

              	
                As
      of the date hereof, the authorized capital stock of Vibe consists of
      Common, par value $0.0001 per share and preferred stock, par value $0.001
      per share (the ‘‘Vibe Preferred’’). As of the date hereof, 50,000,000
      shares of Common Stock are authorized, 13,489,201 shares of Common Stock
      are issued and outstanding or will be issued and outstanding prior to the
      Effective Time. As of the date hereof 5,000,000 shares of Vibe Preferred
      are authorized, none of which will be issued and outstanding prior to the
      Effective Time. There are no other shares of capital stock of Vibe
      authorized, issued or outstanding. All of the issued and outstanding
      shares of capital stock of Vibe have been duly authorized, validly issued
      and are fully paid and nonassessable. Except as set forth on the Vibe
      Disclosure Schedule, there are no subscriptions, options, warrants, rights
      (including preemptive rights), calls, convertible securities or other
      agreements or commitments of any character relating to the issued or
      unissued capital stock or other securities of Vibe obligating Vibe to
      issue any securities of any kind.

              


      

       

      
        	
                (g)

              	
                The
      financial statements of Vibe included in Exhibit B
      attached hereto have been prepared in accordance with generally accepted
      accounting principles (“GAAP’’) consistently
      applied (except as may be indicated in the notes thereto or) and
      fairly present in all material respects the consolidated financial
      position of Vibe as at the dates thereof and the consolidated results of
      its operations, cash flows and changes in financial position for the
      periods indicated therein.

              


      

       

      
        	
                (h)

              	
                Except
      as otherwise disclosed in the Vibe Disclosure Schedule, Vibe and the Vibe
      Subsidiaries do not have any liabilities or obligations of any nature
      (whether accrued, absolute, contingent or otherwise) other than
      liabilities or obligations which would not, individually or in the
      aggregate exceed $10,000.

              


      

       

      
        	
                (i)

              	
                Vibe
      has not suffered or, to Vibe’s knowledge, been threatened with any change
      (other than changes generally affecting the industries in which Vibe or
      any Vibe Subsidiary operates or changes relating to the transactions
      contemplated by this Agreement) which could have a Material Adverse
      Effect on Vibe; and (ii) Vibe and the Vibe Subsidiaries have operated
      only in the ordinary course of business consistent with past
      practice.

              


      

       

      
        	
                (j)

              	
                Taxes

              


      

       

      
        	
                 
      

              	
                (1)

              	
                As
      used in this Agreement, the term (i) ‘‘Taxes’’ means all federal,
      state, local, foreign and other income, sales, use, ad valorem, transfer,
      franchise, withholding, payroll, employment, gross receipts, property,
      severance, duties, net worth, excise or other taxes, charges, levies or
      like assessments of any kind, together with any interest, penalties and
      additions with respect thereto, and the term ‘‘Tax’’ means any one of the
      foregoing Taxes, and (ii) ‘‘Returns’’ means all returns,
      declarations, reports, statements and other documents required to be filed
      in respect of Taxes, and the term ‘‘Return’’ means any one of the
      foregoing Returns.

              


      

       


      
        
           


        

        
          7

          
            

          

        

        
           


        

      


      
        	
                 
      

              	
                (2)

              	
                There
      have been properly completed and filed on a timely basis all Returns
      required to be filed by Vibe or any Vibe Subsidiary. As of the time of
      filing, the foregoing Returns correctly reflected the facts regarding the
      income, business, assets, operations, activities, status or other matters
      of Vibe or, as applicable, a Vibe Subsidiary or any other information
      required to be shown thereon.

              


      

       

      
        	
                 
      

              	
                (3)

              	
                With
      respect to all amounts in respect of Taxes imposed upon Vibe or any Vibe
      Subsidiary, or for which Vibe or any Vibe Subsidiary is liable to taxing
      authorities, with respect to all taxable periods or portions of periods
      ending on or before the date hereof, all applicable Tax laws have been
      complied with and all amounts that are required to have been
      paid.

              


      

       

      
        	
                 
      

              	
                (4)

              	
                No
      issues have been raised or are currently pending by any tax authority in
      connection with any of the Returns. There are no material outstanding
      waivers of the applicable statutes of limitation with respect to Tax
      liabilities of Vibe or any Vibe
Subsidiary.

              


      

       

      
        	
                 
      

              	
                (5)

              	
                Vibe
      has not agreed to make, nor is required to make, any adjustment under
      Section 481(a) of the Code by reason of a change in accounting method
      or otherwise.

              


      

       

      
        	
                (k)

              	
                Vibe
      and the Vibe subsidiaries have never had more than 10 employees in any
      given 12 month period.

              


      

       

      
        	
                (l)

              	
                Except
      as set forth on the Vibe Disclosure Schedule, there is no litigation or
      proceeding, in law or in equity, and there are no proceedings or
      governmental investigations before any commission, authority, agency or
      other administrative authority, pending or, to Vibe’s knowledge,
      threatened against Vibe or any Vibe Subsidiary with respect to or
      affecting Vibe’s or any Vibe Subsidiary’s operations, business or
      financial condition.

              


      

       

      
        	
                (m)

              	
                Neither
      Vibe nor any Vibe Subsidiary is a party to, or bound by, any judgment,
      writ, injunction, decree, order, or arbitration award (or agreement
      entered into in any administrative, judicial or arbitration proceeding
      with any Governmental Entity) with respect to or affecting the
      properties, assets, personnel or business activities of Vibe or any Vibe
      Subsidiary.

              


      

       

      
        	
                (n)

              	
                Each
      of Vibe and the Vibe Subsidiaries owns, licenses or otherwise has the
      right to use all patents, copyrights, trademarks, trade names and rights
      in respect of the foregoing, adequate for the conduct of its business
      substantially as now conducted without any known conflict with any rights
      of others.

              


      

       

      
        	
                (o)

              	
                Vibe
      has disclosed on the Vibe Disclosure Schedule a list of and made available
      to Benacquista, true and complete copies of all written contracts,
      agreements, commitments, arrangements, leases (including with respect to
      personal property), and other instruments to which it or any Vibe
      Subsidiary is a party Except as set forth on the Vibe Disclosure Schedule,
      neither Vibe nor any Vibe Subsidiary is, or has received any notice or has
      any knowledge that any other party is, in default in any material respect
      under any such contract and to Vibe’s knowledge there has not occurred any
      event that with the lapse of time or the giving of notice or both would
      constitute such a default.

              


      

       


      
        
           


        

        
          8

          
            

          

        

        
           


        

      


      
        	
                (p)

              	
                To
      the knowledge of Vibe, neither Vibe nor any Vibe Subsidiary has taken any
      action which would violate any requirement, including the
      continuity-of-business-enterprise requirement of 26 C.F.R. 1.368-1(a), for
      tax-free reorganization status under Section 368(a) of the Code with
      respect to the Merger.

              


      

       

      
        	
                (q)

              	
                No
      broker, finder or investment banker is entitled to any brokerage, finder’s
      fee or other fee or commission in connection with the transaction
      contemplated hereby based upon any arrangements made by or on behalf of
      Vibe.

              


      

       

      ARTICLE
4. REPRESENTATIONS AND WARRANTIES OF BENACQUISTA

       

      Benacquista
represents and warrants to Vibe that, except as set forth in the schedule
delivered to the Vibe concurrently with the execution of this Agreement, which
schedule shall identify exceptions and other information by specific Section
references and shall be initialed by the Vibe and Benacquista for identification
purposes (the ‘‘Benacquista Disclosure
Schedule’’):

      


      
        	
                (a)

              	
                Benacquista
      is a corporation duly organized, validly existing and in good standing
      under Nevada Law. The Benacquista Disclosure Schedule contains a list of
      the name and jurisdiction of organization of each subsidiary of
      Benacquista (each such corporation, partnership or other entity being
      referred to herein individually as a ‘‘Benacquista
      Subsidiary’’ and collectively, as the ‘‘Benacquista
      Subsidiaries’’) and Benacquista ownership interest with
      respect thereto. Each Benacquista Subsidiary is a corporation or
      partnership duly organized, validly existing and in good standing under
      the laws of its place of
incorporation.

              


      

       

      
        	
                (b)

              	
                Benacquista
      and each Benacquista Subsidiary (i) has all requisite corporate power
      and authority to own, lease and operate its properties and carry on its
      business as now being conducted and (ii) is duly qualified and in
      good standing to do business in each jurisdiction in which the nature of
      its business or the nature or location of its assets require such
      qualification and where the failure to be so qualified and in good
      standing would have a Material Adverse Effect on
    Benacquista.

              


      

       

      
        	
                (c)

              	
                Benacquista
      has all necessary corporate power and authority to enter into this
      Agreement and, subject to approval and adoption of this Agreement by the
      holders of a majority of the outstanding shares of Benacquista Common
      Shares, to consummate the transactions contemplated hereby. The execution
      and delivery of this Agreement by Benacquista and the performance by
      Benacquista of its obligations hereunder have been duly authorized and
      approved by all requisite corporate action and no other corporate
      proceedings on the part of Benacquista are necessary to authorize this
      Agreement or for Benacquista to consummate the Merger. This Agreement has
      been duly executed and delivered by duly authorized officers of
      Benacquista and constitutes a valid and binding obligation of Benacquista,
      enforceable against Benacquista in accordance with its
    terms.

              


      

       


      
        
           


        

        
          9

          
            

          

        

        
           


        

      


      
        	
                (d)

              	
                No
      consent, approval, order or authorization of, or registration, declaration
      or filing with any court, administrative agency or commission or other
      governmental authority or instrumentality (each of the foregoing being a
      ‘‘Governmental
      Entity’’), is required by or with respect to Benacquista or any
      Benacquista Subsidiary in connection with the execution and delivery of
      this Agreement by Benacquista or the consummation by Benacquista of the
      transactions contemplated hereby.

              


      

       

      
        	
                (e)

              	
                Neither
      the execution and delivery of this Agreement by Benacquista, nor the
      consummation by Benacquista of the transactions contemplated hereby, will
      (i) conflict with or result in a breach of any of the terms or
      provisions of Benacquista Certificate of Incorporation or By-Laws,
      (ii) violate any statute or administrative regulation, or any order,
      writ, injunction, judgment or decree of any court or governmental
      authority or any arbitration award to which Benacquista is a party or by
      which Benacquista is bound, or (iii) violate, conflict with, breach,
      constitute a default (or an event which, with notice or lapse of time or
      both, would constitute or default) under, or result in the
      termination of, or accelerate the performance required by, or result in
      the creation of any lien or other encumbrance upon any of the properties
      or assets of Benacquista or any Benacquista Subsidiary under, any note,
      bond, mortgage, indenture, deed of trust, license, lease, agreement or
      other instrument or obligation to which Benacquista or any Benacquista
      Subsidiary is a party or to which they or any of their respective
      properties or assets are subject.

              


      

       

      
        	
                (f)

              	
                As
      of the date hereof, the authorized capital stock of Benacquista consists
      of Common Stock, par value $0.001 per share and Preferred Stock, par value
      $0.001 per share. As of the date hereof, 50,000,000 shares of
      Benacquista’s Common Stock were authorized with 1,072,666 shares issued
      and outstanding. No more than 1,609,070 will be issued and outstanding
      prior to the Effective Time. As of the date hereof no shares of
      Benacquista’s Preferred Stock were issued or outstanding.  There
      are no other shares of capital stock of Benacquista authorized, issued or
      outstanding. All of the issued and outstanding shares of Benacquista
      Common have been duly authorized, validly issued and are fully paid and
      nonassessable. Except as set forth on the Benacquista Disclosure Schedule,
      there are no subscriptions, options, warrants, rights (including
      preemptive rights), calls, convertible securities or other agreements or
      commitments of any character relating to the issued or unissued capital
      stock or other securities of Benacquista obligating Benacquista to issue
      any securities of any kind.

              


      

       

      
        	
                (g)

              	
                The
      financial statements of Benacquista included in Exhibit C
      attached hereto have been prepared in accordance with generally accepted
      accounting principles (“GAAP’’) consistently applied (except as may
      be indicated in the notes thereto or) and fairly present in all
      material respects the consolidated financial position of Benacquista as at
      the dates thereof and the consolidated results of its operations, cash
      flows and changes in financial position for the periods indicated
      therein.  All Benacquista disclosure as filed with the
      Securities and Exchange Commission is true and accurate in all material
      respects and there is no outstanding unresolved comment, order, letter or
      inquiry pending by the Securities and Exchange Commission with respect to
      Benacquista.

              


      

       


      
        
           


        

        
          10

          
            

          

        

        
           


        

      


      
        	
                (h)

              	
                Except
      as otherwise disclosed in the Benacquista Disclosure Schedule, Benacquista
      and the Benacquista Subsidiaries do not have any liabilities or
      obligations of any nature (whether accrued, absolute, contingent or
      otherwise) other than liabilities or obligations which would not,
      individually or in the aggregate exceed
$10,000.

              


      

       

      
        	
                (i)

              	
                Benacquista
      has not suffered or, to Benacquista’s knowledge, been threatened with any
      change (other than changes generally affecting the industries in which
      Benacquista or any Benacquista Subsidiary operates or changes relating to
      the transactions contemplated by this Agreement); and
      (ii) Benacquista and the Benacquista Subsidiaries have operated only
      in the ordinary course of business consistent with past
      practice.

              


      

       

      
        	
                (j)

              	
                Taxes

              


      

       

      
        	
                 
      

              	
                (1)

              	
                There
      have been properly completed and filed on a timely basis all Returns
      required to be filed by Benacquista or any Benacquista Subsidiary. As of
      the time of filing, the foregoing Returns correctly reflected the facts
      regarding the income, business, assets, operations, activities, status or
      other matters of Benacquista or, as applicable, a Benacquista Subsidiary
      or any other information required to be shown
  thereon.

              


      

       

      
        	
                 
      

              	
                (2)

              	
                With
      respect to all amounts in respect of Taxes imposed upon Benacquista or any
      Benacquista Subsidiary, or for which Benacquista or any Benacquista
      Subsidiary is liable to taxing authorities, with respect to all taxable
      periods or portions of periods ending on or before the date hereof, all
      applicable Tax laws have been complied with and all amounts that are
      required to have been paid.

              


      

       

      
        	
                 
      

              	
                (3)

              	
                No
      issues have been raised or are currently pending by any tax authority in
      connection with any of the Returns. There are no material outstanding
      waivers of the applicable statutes of limitation with respect to Tax
      liabilities of Benacquista or any Benacquista
  Subsidiary.

              


      

       

      
        	
                 
      

              	
                (4)

              	
                Benacquista
      has not agreed to make, nor is required to make, any adjustment under
      Section 481(a) of the Code by reason of a change in accounting method
      or otherwise.

              


      

       

      
        	
                (k)

              	
                Benacquista
      and the Benacquista subsidiaries have never had more than 10 employees in
      any given 12 month period.

              


      

       

      
        	
                (l)

              	
                Except
      as set forth on the Benacquista Disclosure Schedule, there is no
      litigation or proceeding, in law or in equity, and there are no
      proceedings or governmental investigations before any commission,
      authority, agency or other administrative authority, pending or, to
      Benacquista’s knowledge, threatened against Benacquista or any Benacquista
      Subsidiary with respect to or affecting Benacquista’s or any Benacquista
      Subsidiary’s operations, business or financial
  condition.

              


      

       


      
        
           


        

        
          11

          
            

          

        

        
           


        

      


      
        	
                (m)

              	
                Neither
      Benacquista nor any Benacquista Subsidiary is a party to, or bound by, any
      judgment, writ, injunction, decree, order, or arbitration award (or
      agreement entered into in any administrative, judicial or arbitration
      proceeding with any Governmental Entity) with respect to or affecting
      the properties, assets, personnel or business activities of Benacquista or
      any Benacquista Subsidiary.

              


      

       

      
        	
                (n)

              	
                Each
      of Benacquista and the Benacquista Subsidiaries owns, licenses or
      otherwise has the right to use all patents, copyrights, trademarks, trade
      names and rights in respect of the foregoing, adequate for the conduct of
      its business substantially as now conducted without any known conflict
      with any rights of others.

              


      

       

      
        	
                (o)

              	
                Benacquista
      has disclosed on the Benacquista Disclosure Schedule a list of and made
      available to Vibe, true and complete copies of all written contracts,
      agreements, commitments, arrangements, leases (including with respect to
      personal property), and other instruments to which it or any Benacquista
      Subsidiary is a party Except as set forth on the Benacquista Disclosure
      Schedule, neither Benacquista nor any Benacquista Subsidiary is, or has
      received any notice or has any knowledge that any other party is, in
      default in any material respect under any such contract and to
      Benacquista’s knowledge there has not occurred any event that with the
      lapse of time or the giving of notice or both would constitute such a
      default.

              


      

       

      
        	
                (p)

              	
                To
      the knowledge of Benacquista, neither Benacquista nor any Benacquista
      Subsidiary has taken any action which would violate any requirement,
      including the continuity-of-business-enterprise requirement of 26 C.F.R.
      1.368-1(a), for tax-free reorganization status under Section
      368(a) of the Code with respect to the
  Merger.

              


      

       

      
        	
                (q)

              	
                No
      broker, finder or investment banker is entitled to any brokerage, finder’s
      fee or other fee or commission in connection with the transaction
      contemplated hereby based upon any arrangements made by or on behalf of
      Benacquista.

              


      

       

      ARTICLE
5. CONDUCT OF BUSINESS PENDING THE MERGER

       

      5.1 
Conduct of Business by Benacquista Pending the Merger.

       

      Prior to
the Effective Time, unless Vibe shall otherwise agree in writing:

       

      
        	
                (a)

              	
                Benacquista
      shall use its reasonable best efforts to carry on its business in the
      usual, regular and ordinary course in substantially the same manner as
      hereto conducted.  Benacquista shall: (i) maintain
      insurance coverage and its books, accounts and records in the usual manner
      consistent with prior practices; (ii) comply in all material respects
      with all laws, ordinances and regulations of Governmental Entities
      applicable to Benacquista; and (iv) perform in all material
      respects its obligations under all contracts and commitments to which it
      is a party or by which it is bound.

              


      

       

      
        	
                (b)

              	
                Except
      as required or permitted by this Agreement, Benacquista shall not and
      shall not propose to (i) sell or pledge or agree to sell or pledge
      any of its capital stock, (ii) amend its Articles of Incorporation or
      By-Laws, (iii) split, combine or reclassify its outstanding capital
      stock or issue or authorize or propose the issuance of any other
      securities in respect of, in lieu of or in substitution for shares of
      capital stock of Benacquista, or declare, set aside or pay any dividend or
      other distribution payable in cash, stock or property or
      (iv) directly or indirectly redeem, purchase or otherwise acquire or
      agree to redeem, purchase or otherwise acquire any shares of Benacquista
      capital stock.

              


      

       


      
        
           


        

        
          12

          
            

          

        

        
           


        

      

       

      
        	
                (c)

              	
                Benacquista
      shall not (i) except as permitted or required by this Agreement,
      issue, deliver or sell or agree to issue, deliver or sell any additional
      shares of, or rights of any kind to acquire any shares of, its capital
      stock of any class or incur any liability, payable, contract or obligation
      in respect of any contract which individually or in the aggregate exceeds
      $5,000.

              


      

       

      
        	
                (d)

              	
                Except
      as disclosed in Benacquista Disclosure Schedule, Benacquista shall not
      (i) adopt, enter into, terminate or amend any bonus, profit sharing,
      compensation, severance, termination, stock option, pension, retirement,
      deferred compensation, employment agreement, trust, fund or other
      arrangement for the benefit or welfare of any director, officer or current
      or former employee, (ii) increase in any manner the compensation or
      fringe benefit of any director or officer or of any employee
      (iii) pay any benefit not provided under any existing plan or
      arrangement, (iv) grant any awards under any bonus, incentive,
      performance, or other compensation plan or arrangement (including, without
      limitation, the grant of stock options, stock appreciation rights, stock
      based or stock related awards, performance units or restricted stock, or
      the removal of existing restrictions in any benefit plans or agreements or
      awards made thereunder), (v) take any action to fund or in any other
      way secure the payment of compensation or benefits under any employee
      plan, agreement, contract or arrangement other than in the ordinary course
      of business consistent with past practice or (vi) adopt, enter into,
      amend or terminate any contract, agreement, commitment or arrangement to
      do any of the foregoing.

              


      

       

      5.2 
Conduct of Business by Vibe Pending the Merger.

       

      Prior to
the Effective Time, unless Benacquista shall otherwise agree in
writing:

       

      
        	
                (a)

              	
                Vibe
      shall use their reasonable best efforts to carry on their respective
      businesses in the usual, regular and ordinary course in substantially the
      same manner as hereto conducted.  Vibe shall: (i) maintain
      insurance coverage and its books, accounts and records in the usual manner
      consistent with prior practices; (ii) comply in all material respects
      with all laws, ordinances and regulations of Governmental Entities
      applicable to Vibe; and (iv) perform in all material respects its
      obligations under all contracts and commitments to which it is a party or
      by which it is bound.

              


      

       

      
        	
                (b)

              	
                Except
      as required or permitted by this Agreement, Vibe shall not and shall not
      propose to (i) sell or pledge or agree to sell or pledge any of its
      capital stock, (ii) amend its Articles of Incorporation or By-Laws,
      (iii) split, combine or reclassify its outstanding capital stock or
      issue or authorize or propose the issuance of any other securities in
      respect of, in lieu of or in substitution for shares of capital stock of
      Vibe, or declare, set aside or pay any dividend or other distribution
      payable in cash, stock or property or (iv) directly or indirectly
      redeem, purchase or otherwise acquire or agree to redeem, purchase or
      otherwise acquire any shares of Vibe capital stock, except that Vibe shall
      cause all of its preferred stock to be converted into common stock and may
      convert any indebtedness into common stock provided, however, that the
      total issued and outstanding common shares of Vibe do not exceed
      13,489,201 at the Effective Time.

              


      

       

       

      
        
          
          

        

        
          13

          
            

          

        

        
          
          

        

         

      

      
        	
                (c)

              	
                Vibe
      shall not (i) except as permitted or required by this Agreement,
      issue, deliver or sell or agree to issue, deliver or sell any additional
      shares of, or rights of any kind to acquire any shares of, its capital
      stock of any class or incur any liability, payable, contract or obligation
      in respect of any contract which individually or in the aggregate exceeds
      $100,000.

              


      

       

      
        	
                (d)

              	
                Except
      as disclosed in Vibe Disclosure Schedule, Vibe shall not (i) adopt,
      enter into, terminate or amend any bonus, profit sharing, compensation,
      severance, termination, stock option, pension, retirement, deferred
      compensation, employment agreement, trust, fund or other arrangement for
      the benefit or welfare of any director, officer or current or former
      employee, (ii) increase in any manner the compensation or fringe
      benefit of any director or officer or of any employee (iii) pay any
      benefit not provided under any existing plan or arrangement,
      (iv) grant any awards under any bonus, incentive, performance, or
      other compensation plan or arrangement (including, without limitation, the
      grant of stock options, stock appreciation rights, stock based or stock
      related awards, performance units or restricted stock, or the removal of
      existing restrictions in any benefit plans or agreements or awards made
      thereunder), (v) take any action to fund or in any other way secure
      the payment of compensation or benefits under any employee plan,
      agreement, contract or arrangement other than in the ordinary course of
      business consistent with past practice or (vi) adopt, enter into,
      amend or terminate any contract, agreement, commitment or arrangement to
      do any of the foregoing.

              


      

       

      ARTICLE
6. CONDITIONS PRECEDENT

       

      6.1 
Conditions Precedent in favor of Benacquista

       

      Benacquista’s
obligations to carry out the transactions contemplated hereby are subject to the
fulfillment of each of the following conditions precedent on or before the
Closing:

       

      
        	
                (a)

              	
                Vibe
      shall not have violated any term or condition of this Agreement and there
      shall be no adverse event or change in Vibe or its
    business;

              


      

       

      
        	
                (b)

              	
                Vibe
      shall have provided a certificate from its President and CEO certifying
      that it is in compliance with all representations, warranties and
      covenants of this Agreement and an opinion of counsel to Vibe that the
      Vibe Shares, when issued, will be validly issued, fully paid and
      non-assessable;

              


      

       

      
        	
                (c)

              	
                all
      documents or copies of documents required to be executed by Vibe and
      delivered to Benacquista hereunder will have been so executed and
      delivered;

              


      

       

      
        	
                (d)

              	
                the
      Certificate of Merger shall be executed by Vibe in form acceptable for
      filing with State Corporation Law, as applicable;
  and

              


      

       

      
        	
                (e)

              	
                the
      transactions contemplated hereby shall have been approved by all other
      regulatory authorities having jurisdiction over the subject matter hereof,
      if any.

              


      

       


      
        
           


        

        
          14

          
            

          

        

        
           


        

      

       

      6.2 
Waiver by Benacquista

       

      The
conditions precedent set out in the preceding section are inserted for the
exclusive benefit of Benacquista and any such condition may be waived in whole
or in part by Benacquista at or prior to Closing by delivering to Vibe a written
waiver to that effect signed by Benacquista. In the event that the conditions
precedent set out in the preceding section are not satisfied on or before the
Closing, Benacquista shall be released from all obligations under this
Agreement.

       

      6.3 
Conditions Precedent in Favor of Vibe

       

      The
obligation of Vibe to carry out the transactions contemplated hereby is subject
to the fulfillment of each of the following conditions precedent on or before
the Closing:

       

      
        	
                (a)

              	
                The
      directors of Benacquista shall appoint Vibe’s directors and officers as
      the directors and officers of Benacquista and after such appointment, the
      directors and officers of Benacquista shall resign
  and;

              


      

       

      
        	
                (b)

              	
                all
      of the terms, covenants and conditions of this Agreement to be complied
      with or performed by Benacquista at or prior to the Closing will have been
      complied with or performed;

              


      

       

      
        	
                (c)

              	
                there
      shall be no adverse event or change in Benacquista or its
      business;

              


      

       

      
        	
                (d)

              	
                Benacquista
      shall have provided a certificate from its President and CEO certifying
      that it is in compliance with all representations, warranties and
      covenants of this Agreement and an opinion of counsel to Benacquista that
      the Benacquista Shares, when issued, will be validly issued, fully paid
      and non-assessable;

              


      

       

      
        	
                (e)

              	
                all
      documents or copies of documents required to be executed and delivered to
      Vibe hereunder will have been so executed and
  delivered;

              


      

       

      
        	
                (f)

              	
                Vibe
      shall have completed its review and inspection of the books and records of
      Benacquista and its subsidiaries and shall be satisfied with same in all
      material respects;

              


      

       

      
        	
                (g)

              	
                Benacquista
      will have delivered the Acquisition Shares to be issued pursuant to the
      terms of the Merger to Vibe at the Closing and the Acquisition Shares will
      be registered on the books of Benacquista in the name of the holders of
      Vibe Shares at the Effective Time;

              


      

       

      
        	
                (h)

              	
                the
      Certificate of Merger shall be executed by the Merger Sub in form
      acceptable for filing with State Corporation Law, as applicable;
      and

              


      

       

      
        	
                (i)

              	
                the
      transactions contemplated hereby shall have been approved by all other
      regulatory authorities having jurisdiction over the subject matter hereof,
      if any.

              


      

       


      
        
           


        

        
          15

          
            

          

        

        
           


        

      

       

      6.4 
Waiver by Vibe

       

      The
conditions precedent set out in the preceding section are inserted for the
exclusive benefit of Vibe and any such condition may be waived in whole or in
part by Vibe at or prior to the Closing by delivering to Benacquista a written
waiver to that effect signed by Vibe. In the event that the conditions precedent
set out in the preceding section are not satisfied on or before the Closing Vibe
shall be released from all obligations under this Agreement.

       

      6.5 
Nature of Conditions Precedent

       

      The
conditions precedent set forth in this Article are conditions of completion of
the transactions contemplated by this Agreement and are not conditions precedent
to the existence of a binding agreement. Each party acknowledges receipt of the
sum of $1.00 and other good and valuable consideration as separate and distinct
consideration for agreeing to the conditions of precedent in favor of the other
party or parties set forth in this Article.

       

      6.6 
Confidentiality

       

      Notwithstanding
any provision herein to the contrary, the parties hereto agree that the
existence and terms of this Agreement are confidential and that if this
Agreement is terminated pursuant to the preceding section the parties agree to
return to one another any and all financial, technical and business documents
delivered to the other party or parties in connection with the negotiation and
execution of this Agreement and shall keep the terms of this Agreement and all
information and documents received from Vibe and Benacquista and the contents
thereof confidential and not utilize nor reveal or release same, provided,
however, that Benacquista will be required to issue news releases regarding the
execution and consummation of this Agreement and file a Current Report on Form
8-K with the Securities and Exchange Commission respecting the proposed Merger
contemplated hereby together with such other documents as are required to
maintain the currency of Benacquista’s filings with the Securities and Exchange
Commission.

       

      ARTICLE
7. RISK

       

      7.1 
Material Change in the Business of Vibe

       

      If any
material loss or damage to the Vibe Business occurs prior to Closing and such
loss or damage, in Benacquista’s reasonable opinion, cannot be substantially
repaired or replaced within sixty (60) days, Benacquista shall, within two
(2) days following any such loss or damage, by notice in writing to Vibe,
at its option, either:

       

      
        	
                (a)

              	
                terminate
      this Agreement, in which case no party will be under any further
      obligation to any other party; or

              


      

       

      
        	
                (b)

              	
                elect
      to complete the Merger and the other transactions contemplated hereby, in
      which case the proceeds and the rights to receive the proceeds of all
      insurance covering such loss or damage will, as a condition precedent to
      Benacquista’s obligations to carry out the transactions contemplated
      hereby, be vested in Vibe or otherwise adequately secured to the
      satisfaction of Benacquista on or before the Closing
  Date.

              


      

       


      
        
           


        

        
          16

          
            

          

        

        
           


        

      

       

      7.2 
Material Change in the Benacquista Business

       

      If any
material loss or damage to the Benacquista Business occurs prior to Closing and
such loss or damage, in Vibe’s reasonable opinion, cannot be substantially
repaired or replaced within sixty (60) days, Vibe shall, within two
(2) days following any such loss or damage, by notice in writing to
Benacquista, at its option, either:

       

      
        	
                (a)

              	
                terminate
      this Agreement, in which case no party will be under any further
      obligation to any other party; or

              


      

       

      
        	
                (b)

              	
                elect
      to complete the Merger and the other transactions contemplated hereby, in
      which case the proceeds and the rights to receive the proceeds of all
      insurance covering such loss or damage will, as a condition precedent to
      Vibe’s obligations to carry out the transactions contemplated hereby, be
      vested in Benacquista or otherwise adequately secured to the satisfaction
      of Vibe on or before the Closing
Date.

              


      

       

      ARTICLE
8. CLOSING

       

      8.1 
Closing

       

      The
Merger and the other transactions contemplated by this Agreement will be closed
at the Place of Closing in accordance with the closing procedure set out in this
Article.

       

      8.2 
Documents to be Delivered by Vibe

       

      On or
before the Closing, Vibe will deliver or cause to be delivered to
Benacquista:

       

      
        	
                (a)

              	
                the
      original or certified copies of the charter documents of Vibe and all
      corporate records documents and instruments of Vibe, the corporate seal of
      Vibe and all books and accounts of
Vibe;

              


      

       

      
        	
                (b)

              	
                all
      reasonable consents or approvals required to be obtained by Vibe for the
      purposes of completing the Merger and preserving and maintaining the
      interests of Vibe under any and all Vibe Material Contracts and in
      relation to Vibe Assets;

              


      

       

      
        	
                (c)

              	
                certified
      copies of such resolutions of the directors of Vibe as are required to be
      passed to authorize the execution, delivery and implementation of this
      Agreement;

              


      

       

      
        	
                (d)

              	
                an
      acknowledgement from Vibe of the satisfaction of the conditions precedent
      set forth in section 6.3 hereof;

              


      

       

      
        	
                (e)

              	
                the
      Certificate of Merger, duly executed by Vibe;
  and

              


      

       

      
        	
                (f)

              	
                such
      other documents as Benacquista may reasonably require to give effect to
      the terms and intention of this
Agreement.

              


      

       


      
        
           


        

        
          17

          
            

          

        

        
           


        

      

       

      8.3 
Documents to be Delivered by Benacquista

       

      On or
before the Closing, Benacquista shall deliver or cause to be delivered to Vibe
and the Vibe Shareholder:

       

      
        	
                (a)

              	
                share
      certificates representing the Acquisition Shares duly registered in the
      names of the holders of shares of Vibe Shares
  Stock;

              


      

       

      
        	
                (b)

              	
                certified
      copies of such resolutions of the directors of Benacquista as are required
      to be passed to authorize the execution, delivery and implementation of
      this Agreement;

              


      

       

      
        	
                (c)

              	
                a
      certified copy of a resolution of the directors of Benacquista dated as of
      the Closing Date appointing the nominees of Vibe as officers of
      Vibe;

              


      

       

      
        	
                (d)

              	
                a
      resolution of the directors and majority shareholders of Benacquista
      appointing the nominees of Vibe to the board of directors of
      Benacquista;

              


      

       

      
        	
                (e)

              	
                resignations
      of all of the officers and directors of Benacquista as of the Closing
      Date;

              


      

       

      
        	
                (f)

              	
                an
      acknowledgement from Benacquista of the satisfaction of the conditions
      precedent set forth in section 6.1
hereof;

              


      

       

      
        	
                (g)

              	
                the
      Certificate of Merger, duly executed by the Merger
  Sub;

              


      

       

      
        	
                (h)

              	
                such
      other documents as Vibe may reasonably require to give effect to the terms
      and intention of this Agreement.

              


      

       

      ARTICLE
9. POST-CLOSING MATTERS

       

      Forthwith
after the Closing, Benacquista, Vibe and the Vibe Shareholder agree to use all
their best efforts to:

       

      
        	
                (a)

              	
                file
      the Certificate of Merger in accordance with State Corporation Law, as
      applicable;

              


      

       

      
        	
                (b)

              	
                issue
      a news release reporting the
Closing;

              


      

       

      
        	
                (c)

              	
                prepare
      a Current Report on Form 8-K relating to this Agreement and the
      transactions contemplated hereby and cause the Current Report to be filed
      with the SEC within four business days of the execution of this Agreement
      and to otherwise comply with all requirements of applicable federal and
      state securities laws;

              


      

       

      
        	
                (d)

              	
                take
      such steps are required to change the name of Benacquista as may be
      acceptable to the board of directors of
  Benacquista.

              


      

       


      
        
           


        

        
          18

          
            

          

        

        
           


        

      

       

      ARTICLE
10. GENERAL PROVISIONS

       

      10.1 
Arbitration

       

      The
parties hereto shall attempt to resolve any dispute, controversy, difference or
claim arising out of or relating to this Agreement by negotiation in good
faith.  If such good negotiation fails to resolve such dispute,
controversy, difference or claim within fifteen (15) days after any party
delivers to any other party a notice of its intent to submit such matter to
arbitration, then any party to such dispute, controversy, difference or claim
may submit such matter to arbitration in New York.

       

      10.2 
Expenses, Transfer Taxes; Certain Payments.   

       

      Each
party hereto shall bear all fees and expenses incurred by such party in
connection with, relating to or arising out of the negotiation, preparation,
execution, delivery and performance of this Agreement and the consummation of
the transactions contemplated hereby, including, without limitation, financial
advisors’, attorneys’, accountants’ and other professional fees and expenses,
unless otherwise agreed in writing by the parties.

       

      10.3 
Notice

       

      Any
notice required or permitted to be given by any party will be deemed to be given
when in writing and delivered to the address for notice of the intended
recipient by personal delivery, prepaid single certified or registered mail, or
telecopier. Any notice delivered by mail shall be deemed to have been received
on the fourth business day after and excluding the date of mailing, except in
the event of a disruption in regular postal service in which event such notice
shall be deemed to be delivered on the actual date of receipt. Any notice
delivered personally or by telecopier shall be deemed to have been received on
the actual date of delivery.

       

      10.4 
Addresses for Service

       

      The
address for service of notice of each of the parties hereto is as
follows:

       

      If to Vibe,
at:

       

      Vibe
Records, Inc.

      Attention:
Timothy J. Olphie

      446
Edwards Avenue, Suite #1

      Calverton,
New York 11933

      


      With a
copy to:

       

      Andrea
Cataneo, Esq.

      Sichenzia
Ross Friedman Ference LLP

      61
Broadway

      New York,
New York 10006

      Tel
(212) 930-9700

      Fax
(212) 930-9725


      
        
           


        

        
          19

          
            

          

        

        
           


        

      

       

      If to Benacquista or the
Merger Sub at:

       

      Benacquista
Galleries, Inc.

      12707
High Bluff Drive

      Suite
140

      San
Diego, CA 92130

      Attention:
James Price, Chief Executive Officer

      


      With a
copy to:

       

      Jonathan
Dariyanani

      Attorney
at Law

      Zoma Law
Group, LLC

      4720
Center Blvd, Suite 317

      New York,
NY 11101

      Tel
415-699-7121

      Fax
415-358-5548

       

      10.5 
Change of Address

       

      Any party
may, by notice to the other parties change its address for notice to some other
address in North America and will so change its address for notice whenever the
existing address or notice ceases to be adequate for delivery by hand. A post
office box may not be used as an address for service.

       

      10.6 
Further Assurances

       

      Each of
the parties will execute and deliver such further and other documents and do and
perform such further and other acts as any other party may reasonably require to
carry out and give effect to the terms and intention of this
Agreement.

       

      10.7 
Time of the Essence

       

      Time is
expressly declared to be the essence of this Agreement.

       

      10.8 
Entire Agreement

       

      The
provisions contained herein constitute the entire agreement among Vibe, the Vibe
Shareholder, the Merger Sub and Benacquista respecting the subject matter hereof
and supersede all previous communications, representations and agreements,
whether verbal or written, among Vibe, the Vibe Shareholder, the Merger Sub and
Benacquista with respect to the subject matter hereof.

       

      10.9 
Enurement

       

      This
Agreement will enure to the benefit of and be binding upon the parties hereto
and their respective heirs, executors, administrators, successors and permitted
assigns.

       


      
        
           


        

        
          20

          
            

          

        

        
           


        

      


      10.10  Assignment

       

      This
Agreement is not assignable without the prior written consent of the parties
hereto.

       

      10.11 
Counterparts

       

      This
Agreement may be executed in counterparts, each of which when executed by any
party will be deemed to be an original and all of which counterparts will
together constitute one and the same Agreement. Delivery of executed copies of
this Agreement by telecopier will constitute proper delivery, provided that
originally executed counterparts are delivered to the parties within a
reasonable time thereafter.

       

      10.12 
No Waiver.

       

      No waiver
of the provisions hereof shall be effective unless in writing and signed by the
party to be charged with such waiver. No waiver shall be deemed a continuing
waiver in respect of any subsequent breach or default either of similar or
different nature, unless expressly so stated in writing.

       

      10.13 
Governing Law.

       

      Except to
the extent that Delaware Law is mandatorily applicable to the Merger and the
rights of the Vibe Shareholders, this Agreement shall be governed, interpreted
and construed in accordance with the laws of the State of Nevada applicable to
contracts to be performed entirely within that State. Should any clause, section
or part of this Agreement be held or declared to be void or illegal for any
reason, all other clauses, sections or parts of this Agreement which can be
effected without such legal clause, section or part shall nevertheless continue
in full force and effect.

       

      10.14 
Third Party Beneficiaries.

       

      Basic
Investors, Inc. is an intended third party beneficiary of this agreement and is
entitled to rely upon the representations and warranties of Benacquista and Vibe
contained herein, as if made for the benefit of Basic Investors,
Inc.

       


      
        
           


        

        
          21

          
            

          

        

        
           


        

      


      IN WITNESS WHEREOF the parties
have executed this Agreement effective as of the day and year first above
written.

       

      


       

      BENACQUISTA
HOLDINGS, INC.

       

      


       

      


       

      


       

      By: /s/ James Martin
Price                                                                

      James Martin Price

      President and CEO

      


       

      BENACQUISTA
ACQUISITION CORP.

       

      


       

      


       

      


       

      By: /s/ James Martin
Price                                                               

      James Martin Price

      President and Secretary

      


       

      VIBE
RECORDS, INC.

       

      


       

      


       

      


       

      By: /s/ Timothy J.
Olphie                                                               

      Timothy J. Olphie

      President and CEO

      


       

       

      22