benecqsta8k011407ex10-1.htm


    
      

      

    

    

      Agreement
        of Sale

      


      This
        Agreement of Sale (“Agreement”) is entered into by and between Vibe Records,
        Inc., a Delaware Corporation (“Vibe”), Benacquista Galleries, Inc., a Nevada
        corporation (“Benacquista”), James Price, an Individual and Timothy Olphie, an
        individual (and together the “Parties”) as of January 11, 2008.

      


      
        	
                 

              	
                1.

              	
                Full
                  Agreement and
                  Settlement.  The Parties have previously been involved in
                  a transaction concerning the purchase of shares of Benacquista
                  by Olphie
                  and the exchange of shares between Benacquista and Vibe.  There
                  have been some disputes related to these transactions and in an
                  effort to
                  resolve those disputes, the Parties have entered into this
                  Agreement.  This Agreement constitutes a full and final
                  settlement between the parties with respect to any business matters
                  of any
                  kind or character that exist or have ever existed between
                  them.   All prior Agreements by and between Vibe Records
                  and Benacquista are hereby cancelled and are void.  The prior
                  Agreement for sale between Messrs. Price and Olphie is hereby cancelled
                  and is void. This includes the complete waiver and discharge of
                  any claims
                  for deposits made with respect to the transactions.  A prior
                  deposit paid on behalf of Olphie by Bob McCoy is forfeited and
                  any claim
                  for refund thereof is hereby waived and released.  This
                  Agreement fully supersedes and replaces any other documents or
                  understandings of any kind between the Parties.  In
                  consideration for the mutual promises contained in this Agreement,
                  the
                  Parties agree, now and forever, on behalf of themselves, their
                  officers,
                  directors, employees, shareholders, service providers, affiliates,
                  subsidiaries, heirs, assignees, legatees to forever release and
                  discharge
                  each other for any claims or causes of action, known or unknown,
                  of any
                  kind or character whatsoever.  This waiver of unknown claims is
                  made specifically and with knowledge of its consequences.
                  

              


      

      


      
        	
                 

              	
                2.

              	
                Share
                  Purchase.  In consideration of the conditions and
                  covenants hereof, James Price hereby grants to Timothy Olphie,
                  or his
                  assignee, an Option to purchase 496,910 common shares of Benacquista
                  for a
                  purchase price of $500,000,  under, the Payment Schedule listed
                  in Section 3 hereof, without exception.  Time is of the essence
                  with respect to these payments and there will be no notice of default,
                  grace period, presentment or demand of any kind with respect to
                  the
                  payments.  Any payment not received on or before the date due
                  will result in the immediate cancellation of the option.  Any
                  payments made are non-refundable and represent liquidated damages
                  to be
                  retained by James Price, in compensation for transaction costs
                  and missed
                  opportunities, which would be very difficult to quantify.
                  

              


      

      


      
        	
                 

              	
                3.

              	
                Payment
                  Schedule.  A $25,000 non-refundable deposit must be
                  received by wire transfer within three business days of the date
                  of this
                  Agreement.  The balance of $475,000 must be received within 45
                  days of the date of this Agreement, unless payment of One Time
                  Only
                  Extension Fee is made.  The One Time Only Extension Fee must be
                  received within 45 days of the date hereof.  The One Time Only
                  Extension Fee consists of an additional non-refundable deposit
                  of
                  $25,000.  If the One Time Only Extension Fee is paid, final
                  payment of the remaining $450,000 must be received within 60 days
                  of the
                  date of this Agreement.  Failure to make any payment exactly as
                  noted in this section results in immediate cancellation of the
                  Option
                  above and retention of any non-refundable deposits as liquidated
                  damages
                  by James Price. 

              


      

      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      
        	
                 

              	
                4.

              	
                Vibe,
                  Olphie and
                  Benacquista Covenants.  James Price owns 896,910 common
                  shares of Benacquista as of the date of this
                  Agreement.  Assuming that the Option is exercised in accordance
                  with its terms, Price will own 400,000 common shares of Benacquista
                  (“Price Shares”).  Vibe, Benacquista and Olphie hereby covenant
                  that the Price Shares will be equal to at least 5% of the issued
                  and
                  outstanding stock of Benacquista, on a fully-diluted, fully converted
                  basis for a period of 180 days from the exercise of the Option
                  (“Price
                  Share Percentage”).    In the event of the exercise of
                  the One Time Only Extension, the Price Share Percentage hereunder
                  shall be
                  increased to 5.5%.  During the 180 days following closing, each
                  and every time that Benacquista, after the exercise of the Option,
                  causes
                  common shares, options or warrants to purchase common shares, preferred
                  stock, convertible debt or any other instrument which provides
                  for
                  conversion into common shares in an amount that causes the Price
                  Shares to
                  drop below the Price Share Percentage, Benacquista shall immediately
                  and
                  without further demand issue the number of fully paid, non-assessable
                  common shares to Price necessary for the newly issued shares and
                  the Price
                  Shares together to equal the Price Share Percentage (the “Additional
                  Shares”).  This paragraph 4 shall be a continuing covenant
                  surviving the closing under this Agreement.  Vibe, Olphie and
                  Benacquista also covenant to allow Price to sell the Price Shares
                  as
                  permitted under Rule 144 and not to object or interfere in any
                  way with
                  the removal of restrictions on the Price Shares, as long as they
                  receive
                  an opinion from counsel of Mr. Price’s choosing that such restrictions may
                  be appropriately removed.   The penalty for failure to
                  issue the Additional Shares within three business days or the failure
                  to
                  cause any restrictive legends to be removed from the Price Shares
                  after an
                  opinion of counsel, will be a liquidated damages amount of $10,000
                  for
                  each and every business day that such a failure shall
                  occur.  Such damages shall be due immediately and without demand
                  or presentment. 

              


      

      


      
        	
                 

              	
                5.

              	
                Benacquista
                  Covenants
                  and Representations.  During the period of this Option,
                  Benacquista agrees not to issue any common or preferred shares
                  or options
                  or warrants to purchase the same, enter into any contracts or obligations
                  outside of the ordinary course of business or to take on any material
                  indebtedness.  The public filings of Benacquista are accurate in
                  all material respects when taken as a whole.   There has
                  been no material change in the business or circumstance of Benacquista
                  since its last public filing, other than concerns the transactions
                  previously discussed in this Agreement.  In the event of a
                  violation of the covenants and representations contained in this
                  section,
                  the sole and exclusive remedy for such a violation shall be the
                  return of
                  whatever portion of the $50,000 in deposits under this Agreement
                  have been
                  made.  This covenant and representation shall apply only until
                  full payment is received hereunder for the Option, at which time
                  it shall
                  be null and void. 

              


      

      


      
        	
                 

              	
                6.

              	
                Due
                  Diligence.  Vibe and Olphie acknowledge and affirm that
                  they have been provided with all due diligence materials they require
                  to
                  enter into this transaction and do so, with full awareness of all
                  of the
                  conditions and circumstances of Benacquista, and hereby waive any
                  claim of
                  material non-disclosure. 

              


      

      


      
        	
                 

              	
                7.

              	
                Miscellaneous.  All
                  Parties understand that there are serious legal consequences to
                  this
                  Agreement.  All Parties represent that they are proceeding with
                  this Agreement after consultation with their legal
                  counsel.   All parties have the authority to enter into
                  this Agreement.  This Agreement is governed by Nevada law and
                  the parties agree that the State Courts of Clark, County, Nevada
                  have
                  proper venue and personal jurisdiction over the parties.  This
                  Agreement may be signed in counterparts, which together will constitute
                  an
                  original. 

              


      

      


      
        	
                 

              	
                8.

              	
                Resignation
                  of
                  Director.  As a condition hereof Bob McCoy shall resign
                  as Director of Benacquista concurrent with or prior to the execution
                  hereof. 

              


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      
        Agreed
          and Accepted as of the date first written above,

        


        
          	
                  X

                	
                  /s/ 
James
                    Price                                                        

                
	 	
                  James
                    Price, an Individual

                
	 	 
	
                  X

                	
                  /s/  James
                    Price                                            
                               
                    

                
	 	
                  Benacquista
                    Galleries, Inc., a Nevada corporation

                
	 	
                  By
                    James Price, President and CEO

                
	 	 
	
                  X

                	
                  /s/ 
Timothy
                    Olphie                                     
                                 

                
	 	
                  Timothy
                    Olphie, an Individual

                
	 	 
	
                  X

                	
                  /s/ 
Timothy
                    Olphie                                          
                            
                    

                
	 	
                  Vibe
                    Records Inc., a Delaware corporation

                
	 	
                  By
                    Timothy Olphie, President and
                    CEO