benacquista8k111207ex10-1.htm


    
      

      

    

     

    This
      Share Exchange Agreement (“Agreement”) is entered into by and between
      Benacquista Galleries, Inc., a Nevada corporation (“BAQG”) and Vibe Records,
      Inc., a Delaware corporation (“VIBE”) as of November 12, 2007.

    


    W
      I T N E
      S S E T H:

    


    WHEREAS,
      upon the terms and subject to the conditions of this Agreement and in accordance
      with the General Corporation Law of the State of Delaware (''Delaware Law'')
      and
      the corporate law contained in the Nevada Revised Statutes (“Nevada Law”), and
      for the reasons listed below, VIBE shall exchange 100% of its issued and
      outstanding shares of stock for shares of BAQG and become a wholly owned
      subsidiary of BAQG (the “Exchange”); and

    


    WHEREAS,
      the Board of Directors of BAQG has determined that the Exchange is consistent
      with and in furtherance of the long-term business strategies of BAQG and is
      fair
      to, and in the best interest of, BAQG and its stockholders (the ''BAQG
      Stockholders'') and has approved and adopted this Agreement and has approved
      the
      Exchange and the other transactions contemplated hereby; and

    


    WHEREAS,
      the Board of Directors of VIBE has determined that the Exchange is consistent
      with and in furtherance of the long-term business strategies of VIBE and is
      fair
      to, and in the best interest of, VIBE and its stockholders (the ''VIBE
      Stockholders'') and has approved and adopted this Agreement and has approved
      the
      Exchange and the other transactions contemplated hereby and recommended approval
      and adoption of this Agreement and approval of the Exchange by the VIBE
      Stockholders; and

    


    WHEREAS,
      for federal income tax purposes, it is intended that the Exchange qualify as
      a
      tax-free reorganization under the provisions of Section 368(a) of the United
      States Internal Revenue Code of 1986, as amended (the ''Code'');

    


    NOW,
      THEREFORE, in consideration of the foregoing and the respective representations,
      warranties, covenants and agreements set forth in this Agreement, the parties
      hereto agree as follows:

    


    1.
      The
      Exchange

    


    Section
      1.1. The Exchange. Upon the terms and subject to the conditions set forth in
      this Agreement, and in accordance with Nevada Law, at the Effective Time (as
      herein defined), 100% of the issued and outstanding shares of capital stock
      of
      VIBE (the “VIBE Shares”) shall be exchanged for 13,390,930 shares of common
      stock of BAQG (the “BAQG Shares”).

    


    Section
      1.2. Consummation of the Exchange. Unless this Agreement shall have been
      terminated and the transactions herein contemplated shall have been abandoned
      pursuant to Article 8 and subject to the satisfaction or waiver of the
      conditions set forth in Article 6, the consummation of the Exchange will take
      place as promptly as practicable after the later of (i) the satisfaction or
      waiver of the conditions set forth in Article 7 or (ii) December 15, 2007,
      unless another date, time and place is agreed to in writing by the parties
      hereto.

    


    


    
      
        
           

        

        
           

          
            

          

        

        
           

        

      

    

    


    Section
      1.3. Effective Time. As promptly as practicable after the satisfaction or waiver
      of the conditions set forth in Article 7, the parties hereto shall cause the
      Exchange to be consummated by the issuance of the BAQG Shares in the names
      and
      amounts as listed on Exhibit A attached hereto and totaling 13,390,930 common
      shares of BAQG stock.  The BAQG Shares shall not be adjusted for any
      stock split, share dividend or recapitalization entered into by BAQG subsequent
      to this Agreement, provided that such an event does not violate any covenant
      or
      representation contained in this Agreement.  At the same time, VIBE
      shall cause the 14,113,963 VIBE Shares constituting 100% of the issued and
      outstanding capital stock of VIBE to be issued in the name of BAQG and exchanged
      for the BAQG Shares.

    


    Section
      1.4.  Further Actions. At and after the Effective Time, the Surviving
      Corporation shall take all action as shall be required in connection with the
      Exchange, including, but not limited to, the execution and delivery of any
      further deeds, assignments, instruments or documentation as are necessary or
      desirable to carry out the provisions of this Agreement.

    


    2.
      Conversion and Exchange of Shares

    


    Section
      2.1. Exchange Ratio. As of the Effective Time, by virtue of the Exchange and
      without any action on the part of any holder of any shares of VIBE Shares,
      Holders of VIBE Shares shall receive 13,390,930 shares of BAQG stock for 100%
      of
      the issued and outstanding capital stock of VIBE totaling 14,113,963 shares
      (the
“Exchange Ratio”).

    


    2.1.1.
      Subject to the provisions of Sections 2.4, 2.5 and 7.2.5 hereof, each share
      of
      VIBE capital stock issued and outstanding immediately prior to the Effective
      Time shall be converted into the right to receive the Exchange Ratio of fully
      paid and nonassessable shares of common stock, par value $0.001 per share of
      BAQG. 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 shares of
      BAQG  and any cash in lieu of fractional shares as provided in Section
      2.4 hereof, all to be issued or paid in consideration for such certificate
      upon
      the surrender thereof in accordance with Section 2.2 hereof.

    


    2.1.3.
      As
      neither BAQG nor VIBE shall have any outstanding options, warrants or other
      rights to acquire any capital stock outstanding at the Effective Time, no
      exchange shall be made of options to acquire any capital stock in VIBE for
      any
      shares of BAQG.

    


    Section
      2.2. Exchange Procedures

    


    2.2.1.
      Immediately prior to the Effective Time, BAQG shall deposit with an exchange
      agent (the ''Exchange Agent'') designated by BAQG, which shall be reasonably
      satisfactory to VIBE, in trust for the VIBE Stockholders of record immediately
      prior to the Effective Time, certificates representing the aggregate number
      of
      shares of BAQG issuable pursuant to Section 2.1.2 hereof in exchange for the
      total outstanding shares of VIBE immediately prior to the Effective Time in
      the
      amounts and in the names as listed in Exhibit A attached hereto.

    


    


    
      
        
           

        

        
           

          
            

          

        

        
           

        

      

    

    


    2.2.2.
      As
      soon as practicable after the Effective Time, BAQG shall cause the Exchange
      Agent to mail to each VIBE Stockholder a letter of transmittal and instructions
      for use in effecting the surrender of certificates representing shares of VIBE
      outstanding immediately prior to the Effective Time (the ''Certificates'')
      in
      appropriate and customary form with such provisions as VIBE (prior to the
      Exchange) and BAQG may reasonably specify. Upon surrender of a Certificate
      for
      cancellation to the Exchange Agent, together with such letter of transmittal,
      duly and properly executed, the holder of such Certificate shall be entitled
      to
      receive in exchange therefor a certificate representing that number of whole
      shares of BAQG Common which such holder has a right to receive pursuant to
      the
      provisions of this Article 2. BAQG shall cause all such BAQG Shares issued
      pursuant to the Exchange to be duly authorized, validly issued, fully paid
      and
      nonassessable and not subject to preemptive rights.

    


    2.2.3.
      If
      any certificate representing VIBE Shares is to be issued in a name other than
      that in which the Certificate surrendered in exchange therefor is registered,
      it
      shall be a condition of such exchange and/or payment, as the case may be that
      the Certificate so surrendered shall be properly endorsed and otherwise in
      proper form for transfer and that the person requesting such exchange and/or
      payment, as the case may be, shall pay any transfer or other taxes required
      by
      reason of the issuance of certificates for such BAQG Shares, in a name other
      than that of, and/or payment to a person other than, as the case may be, the
      registered holder of the Certificate so surrendered.

    


    2.2.4.
      In
      the event any Certificate shall have been lost, stolen or destroyed, upon the
      making of an affidavit of that fact by the person claiming such Certificate
      to
      be lost, stolen or destroyed and upon the posting by such person of a bond
      in
      such amount as BAQG may reasonably direct as indemnity against any claim that
      may be made against it with respect to such Certificate, the Exchange Agent
      will
      issue in respect of such lost, stolen or destroyed Certificate the Exchange
      Consideration with respect to the BAQG Shares represented thereof.

    


    Section
      2.3. Dividends and Distributions. No dividends or other distributions declared
      or made with respect to BAQG Shares with a record date on or after the date
      of
      the Effective Time will be paid to the holder of a Certificate entitled by
      reason of the Exchange to receive certificates representing BAQG Shares until
      such holder surrenders such Certificate as provided in Section 2.2 hereof,
      provided that there shall be paid forthwith by BAQG to the person in whose
      name
      certificates representing shares of BAQG Shares shall be issued pursuant to
      the
      terms of this Article 2 (i) at the time of the surrender of such Certificate,
      the amount of any dividends and other distributions theretofore paid with
      respect to that number of whole shares of BAQG  represented by such
      surrendered Certificate pursuant to the terms of this Article 2, which dividends
      or other distributions had a record date on or after the date of Effective
      Time
      and a payment date prior to such surrender and (ii) at the appropriate payment
      date, the amount of dividends and other distributions payable with respect
      to
      that number of whole shares of BAQG represented by such surrendered Certificate
      pursuant to the terms of Article 2, which dividends or other distributions
      have
      a record date on or after the date of Effective Time and a payment date
      subsequent to such surrender.

    


    Section
      2.4. No Fractional Shares

    


    


    
      
        
           

        

        
           

          
            

          

        

        
           

        

      

    

    


    2.4.1.
      Notwithstanding anything herein to the contrary, no certificates or scrip
      evidencing fractional shares of BAQG shall be issued upon the surrender for
      exchange of Certificates, but instead any holder of VIBE Shares who would
      otherwise be entitled to receive a fractional share shall receive one whole
      share of BAQG in lieu of any fractional share they might otherwise be entitled
      to by the Exchange Ratio.

    


    Section
      2.5.  Adjustment of Exchange Ratio. In the event of any
      reclassification, stock split (including reverse stock split), stock dividend
      or
      other general distribution of securities, cash or other property with respect
      to
      BAQG Shares (or if a record date with respect to any of the foregoing should
      occur) on or after the date of this Agreement and on or prior to the date of
      the
      Effective Time, appropriate and equitable adjustments, if any, shall be made
      to
      the Exchange Ratio, if and only if the absence of such adjustments would cause
      any covenant or representation of BAQG in this Agreement to be
      violated.

    


    Section
      2.6. Transfers Following the Effective Time. The stock transfer books of the
      VIBE shall be closed as of the Effective Time, and thereafter there shall be
      no
      further registration of transfers of VIBE Shares that were outstanding prior
      to
      the Effective Time.

    


    3.
      Representations and Warranties of VIBE

    


    VIBE
      represents and warrants to BAQG that, except as set forth in the schedule
      delivered to the BAQG 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 BAQG and VIBE for identification
      purposes (the ''VIBE Disclosure Schedule''):

    


    Section
      3.1. VIBE is a corporation duly organized, validly existing and in good standing
      under Delaware Law. 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.

    


    Section
      3.2. 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.
      For purposes of this Agreement, ''Material Adverse Effect'' means, with respect
      to VIBE, a materially adverse effect on the business, results of operation,
      financial condition, properties or assets of VIBE and the VIBE Subsidiaries,
      taken as a whole.

    


    Section
      3.3. 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 Common, 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 Stockholders, 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 Exchange. 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.

    


    


    
      
        
           

        

        
           

          
            

          

        

        
           

        

      

    

    


    Section
      3.4. 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.

    


    Section
      3.5. 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.

    


    Section
      3.6. As of the date hereof, the authorized capital stock of VIBE consists of
      VIBE Common Stock, 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 VIBE Common were authorized, 14,113,963 shares of VIBE Common were
      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 were 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 VIBE Common 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.

    


    Section
      3.7. The financial statements of VIBE included in Exhibit B to be 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.

    


    


    
      
        
           

        

        
           

          
            

          

        

        
           

        

      

    

    


    Section
      3.8. 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.

    


    Section
      3.9. VIBE has not suffered or, to VIBE' 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.

    


    Section
      3.10

    


    3.10.1.
      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.

    


    3.10.2.
      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.

    


    3.10.3.
      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.

    


    3.10.4.
      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.

    


    3.10.5.
      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.

    


    Section
      3.11

    3.11.1.
      VIBE and the VIBE subsidiaries have never had more than 10 employees in any
      given 12 month period.

    


    Section
      3.12. 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' knowledge, threatened against
      VIBE or any VIBE Subsidiary with respect to or affecting VIBE' or any VIBE
      Subsidiary's operations, business or financial condition.

    


    


    
      
        
           

        

        
           

          
            

          

        

        
           

        

      

    

    


    Section
      3.13. 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.

    


    Section
      3.16. 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.

    


    Section
      3.17. VIBE has disclosed on the VIBE Disclosure Schedule a list of and made
      available to BAQG, 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' 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.

    


    Section
      3.18. 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 Exchange.

    


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

    


    4.
      Representations and Warranties of BAQG

    BAQG
      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 BAQG for identification
      purposes (the ''BAQG Disclosure Schedule''):

    


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

    


    


    
      
        
           

        

        
           

          
            

          

        

        
           

        

      

    

    


    Section
      4.2. BAQG and each BAQG 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 BAQG.
      For purposes of this Agreement, ''Material Adverse Effect'' means, with respect
      to BAQG, a materially adverse effect on the business, results of operation,
      financial condition, properties or assets of BAQG and the BAQG Subsidiaries,
      taken as a whole.

    


    Section
      4.3. BAQG 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 BAQG Common, to consummate the
      transactions contemplated hereby. The execution and delivery of this Agreement
      by BAQG and the performance by BAQG, subject to approval and adoption of this
      Agreement by the BAQG Stockholders, of its obligations hereunder have been
      duly
      authorized and approved by all requisite corporate action and no other corporate
      proceedings on the part of BAQG are necessary to authorize this Agreement or
      for
      BAQG to consummate the Exchange. This Agreement has been duly executed and
      delivered by duly authorized officers of BAQG and constitutes a valid and
      binding obligation of BAQG, enforceable against BAQG in accordance with its
      terms.

    


    Section
      4.4. 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 BAQG or any BAQG
      Subsidiary in connection with the execution and delivery of this Agreement
      by
      BAQG or the consummation by BAQG of the transactions contemplated
      hereby.

    


    Section
      4.5. Neither the execution and delivery of this Agreement by BAQG, nor the
      consummation by BAQG of the transactions contemplated hereby, will (i) conflict
      with or result in a breach of any of the terms or provisions of BAQG 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 BAQG is a party or
      by
      which BAQG 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 BAQG or any BAQG Subsidiary
      under, any note, bond, mortgage, indenture, deed of trust, license, lease,
      agreement or other instrument or obligation to which BAQG or any BAQG Subsidiary
      is a party or to which they or any of their respective properties or assets
      are
      subject.

    


    Section
      4.6. As of the date hereof, the authorized capital stock of BAQG consists of
      BAQG Common Stock, par value $0.001 per share and no preferred stock. As of
      the
      date hereof, 10,000,000 shares of BAQG Common were authorized, 1,072,713 shares
      of BAQG Common were issued and outstanding and no more than 1,609,070 will
      be
      issued and outstanding prior to the Effective Time. As of the date hereof no
      shares of BAQG Preferred were authorized and none are issued and
      outstanding.  There are no other shares of capital stock of BAQG
      authorized, issued or outstanding. All of the issued and outstanding shares
      of
      BAQG Common have been duly authorized, validly issued and are fully paid and
      nonassessable. Except as set forth on the BAQG 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 BAQG
      obligating BAQG to issue any securities of any kind.

    


    


    
      
        
           

        

        
           

          
            

          

        

        
           

        

      

    

    


    Section
      4.7. The financial statements of BAQG included in Exhibit B to be 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 BAQG 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 BAQG disclosure as filed with the Securities
      and Exchange Commission (“SEC”) is true and accurate in all material respects
      and there is no outstanding unresolved comment, order, letter or inquiry pending
      by the SEC with respect to BAQG.

    


    Section
      4.8. Except as otherwise disclosed in the BAQG Disclosure Schedule, BAQG and
      the
      BAQG 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.

    


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

    


    Section
      4.10

    


    4.10.1.
      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.

    


    4.10.2.
      There have been properly completed and filed on a timely basis all Returns
      required to be filed by BAQG or any BAQG 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 BAQG or,
      as
      applicable, a BAQG Subsidiary or any other information required to be shown
      thereon.

    4.10.3.
      With respect to all amounts in respect of Taxes imposed upon BAQG or any BAQG
      Subsidiary, or for which BAQG or any BAQG 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.

    


    


    
      
        
           

        

        
           

          
            

          

        

        
           

        

      

    

    


    4.10.4.
      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 BAQG
      or
      any BAQG Subsidiary.

    


    4.10.5.
      BAQG 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.

    


    Section
      4.11

    


    4.11.1.
      BAQG and the BAQG subsidiaries have never had more than 10 employees in any
      given 12 month period.

    


    Section
      4.12. Except as set forth on the BAQG 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 BAQG' knowledge, threatened against
      BAQG or any BAQG Subsidiary with respect to or affecting BAQG' or any BAQG
      Subsidiary's operations, business or financial condition.

    


    Section
      4.13. Neither BAQG nor any BAQG 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 BAQG or any BAQG Subsidiary.

    Section
      4.16. Each of BAQG and the BAQG 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.

    


    Section
      4.17. BAQG has disclosed on the BAQG 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 BAQG Subsidiary
      is
      a party Except as set forth on the BAQG Disclosure Schedule, neither BAQG nor
      any BAQG 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 BAQG' 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.

    


    Section
      4.18. To the knowledge of BAQG, neither BAQG nor any BAQG 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 Exchange.

    


    


    
      
        
           

        

        
           

          
            

          

        

        
           

        

      

    

    


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

    


    5.
      Conduct of Business Pending the Merger

    


    Section
      5.1. Conduct of Business by BAQG Pending the Exchange. Prior to the Effective
      Time, unless VIBE shall otherwise agree in writing:

    


    5.1.1.
      BAQG 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.  BAQG 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 BAQG;  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.

    


    5.1.2.
      Except as required or permitted by this Agreement, BAQG 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 BAQG, 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 BAQG capital stock, except that BAQG shall
      perform a 1.5 for 1 forward stock split or share prior to the Effective
      Time.

    


    5.1.3.
      BAQG 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.

    


    5.1.4.
      Except as disclosed in BAQG Disclosure Schedule, BAQG 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.

    


    


    
      
        
           

        

        
           

          
            

          

        

        
           

        

      

    

    


    Section
      5.2. Conduct of Business by VIBE Pending the Exchange. Prior to the Effective
      Time, unless BAQG shall otherwise agree in writing:

    


    5.2.1.
      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.

    


    5.2.2.
      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 14,113,963 at the Effective
      Time.

    


    5.2.3.
      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.

    


    5.2.4.
      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.

    


    6.
      Closing Conditions

    


    


    
      
        
           

        

        
           

          
            

          

        

        
           

        

      

    

    


    Section
      6.1 BAQG Closing Conditions.  Prior to the Effective Time, BAQG shall
      have effected a 1.5 for 1 forward split or share dividend and appointed two
      representatives designated by VIBE to the BAQG board of directors, which shall
      consist of three members at the Effective Time.  BAQG shall not have
      violated any term or condition of this Agreement and there shall be no adverse
      event or change in BAQG or its business.  BAQG 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 BAQG that the BAQG Shares, when issued, will be validly issued,
      fully paid and non-assessable. BAQG does not currently have authorized enough
      shares to issue all of the BAQG Shares.  If all other conditions have
      been met under this Section 6.1, VIBE may, at its sole discretion, allow the
      Exchange to take place and have such shares as are issuable to VIBE in excess
      of
      the authorized shares of BAQG be issued at a later time when sufficient common
      stock is authorized.  In this event, VIBE will designate in writing
      which BAQG Shares are to remain unissued until such an increase in the
      authorized shares takes place. However, the full number of VIBE Shares must
      still be cancelled and issued to BAQG, holders of VIBE Shares not receiving
      BAQG
      Shares at the Effective Time simply having a right to receive such shares when
      the authorized shares of BAQG shall increase sufficiently to permit such an
      issuance.

    


    Section
      6.2 VIBE Closing Conditions.  Prior to the Effective Time, VIBE shall
      have caused all of its issued and outstanding preferred shares to be converted
      into common shares.  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.  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.  VIBE shall also have secured an affirmative vote of
      the VIBS Shareholders in accordance with Delaware Law approving the
      Exchange.

    


    7.
      [Intentionally omitted]

    


    8.
      Termination; Effect of Termination

    


    Section
      8.1. Right to Terminate. ANYTHING TO THE CONTRARY HEREIN NOTWITHSTANDING, THIS
      AGREEMENT AND THE TRANSACTION CONTEMPLATED HEREBY MAY BE TERMINATED AT ANY
      TIME
      PRIOR TO THE EFFECTIVE TIME BY PROMPT NOTICE GIVEN IN ACCORDANCE WITH SECTION
      9.2:

    


    8.1.1.
      by
      the mutual written consent of VIBE and BAQG (with the approval of their Board
      of
      Directors);

    


    8.1.2.
      by
      VIBE (with the approval of its Board of Directors) or BAQG (with the approval
      of
      its Board of Directors) if the Effective Time shall not have occurred at or
      before 11:59 pm New York time on December 15, 2007; provided, however, that
      the
      right to terminate this Agreement under this section 8.1.2 shall not be
      available to any party whose failure to fulfill any of its obligations under
      this Agreement has been the cause of or resulted in the occurrence of the event
      above;

    


    


    
      
        
           

        

        
           

          
            

          

        

        
           

        

      

    

    


    8.1.3.
      by
      VIBE (with the approval of its Board of Directors), by giving written notice
      of
      such termination to the Company, if (i) there has been a material breach of
      any
      material agreement of the Company herein, such that in the reasonable opinion
      of
      VIBE, the condition to closing in Section 6 could not be expected to be
      satisfied by the termination date contemplated by Section 8.1.2 hereof, (ii)
      there has been a material breach of any material representation or warranty
      of
      BAQG herein such that, in the reasonable opinion of VIBE, the condition to
      closing in Section 6 could not be expected to be satisfied by the termination
      date contemplated by Section 8.1.2 hereof; or (iii) the VIBE stockholders do
      not
      approve and adopt this Agreement; or

    


    8.1.4.
      by
      BAQG (with the approval of its Board of Directors), by giving written notice
      of
      such termination to VIBE, if (i) there has been a material breach of any
      material agreement of VIBE herein, such that in the reasonable opinion of BAQG
      the condition to closing in Section 6 could not be expected to be satisfied
      by
      the termination date contemplated by Section 8.1.2 hereof, (ii) there has been
      a
      material breach of any material representation or warranty of VIBE herein such
      that in the reasonable opinion of the Company, the condition to closing in
      Section 6 could not be expected to be satisfied by the termination date
      contemplated by Section 8.1.2 hereof; (iii) the Board of Directors of the
      Company fails to make, withdraws, or modifies or changes the recommendation
      referred to in Section 6.2 based on its good faith determination, after
      consultation with counsel, that making such recommendation, or the failure
      to
      withdraw, modify or change such recommendation, could reasonably be deemed
      a
      breach of its fiduciary duties under applicable law; (iv) Timothy Olphie shall
      be the holder of less than 500,000 common shares of BAQG immediately prior
      to
      the Effective Time and prior to the Exchange.

    


    Section
      8.2. Certain Effects of Termination. In the event of the termination of this
      agreement as provided in Section 8.1 hereof:

    


    8.2.1.
      Except as provided in Sections 8.2.2, 8.2.3 and 9.6 hereof, this Agreement
      shall
      forthwith become void, there shall be no liability on the part of VIBE or the
      BAQG or any of their respective affiliates, officers or directors and all rights
      and obligations of any party hereto shall cease; provided, however, that nothing
      herein shall relieve any party from liability for the willful breach of any
      of
      its representations, warranties, covenants or agreements set forth in this
      Agreement, prior to such termination;

    


    8.2.2.
      Each party, if so requested by the other party, will return promptly every
      document furnished to it by or on behalf of the other party in connection with
      the transaction contemplated hereby, whether so obtained before or after the
      execution of this Agreement, and any copies thereof (except for copies of
      documents publicly available) which may have been made, and will use reasonable
      efforts to cause its representatives and any representatives of financial
      institutions and investors and others to whom such documents were furnished
      promptly to return such documents and any copies thereof any of them may have
      made; and

    


    This
      Section 8.2 shall survive any termination of this Agreement.

    


    9.
      Miscellaneous

    Section
      9.1. Effectiveness of Representations, Warranties and Agreements

    


    


    
      
        
           

        

        
           

          
            

          

        

        
           

        

      

    

    


    9.1.1.
      Except as set forth in Section 9.1.2 the representations, warranties and
      agreements of each party hereto shall remain operative and in full force and
      effect, regardless of any investigation made by or on behalf of any other party
      hereto, any person controlling any such party or any of their officers or
      directors, whether prior to or after the execution of this
      Agreement.

    


    9.1.2.
      The representations, warranties and agreements in this Agreement shall terminate
      at the Effective Time or upon the termination of this Agreement pursuant to
      Article 8 hereof; except that the Articles 1,2 and 9 and Section 6.3 hereof
      shall survive the Effective Time and those set forth in Section 8.2 and Article
      9 hereof shall survive termination.

    


    Section
      9.2. Entire Agreement. This Agreement constitutes the entire Agreement of the
      parties with respect to the subject matter hereof. The representations,
      warranties, covenants and agreements set forth in this Agreement and in any
      financial statements, schedules or exhibits delivered pursuant hereto constitute
      all the representations, warranties, covenants and agreements of the parties
      hereto and upon which the parties have relied and except as may be specifically
      provided herein, no change, modification, amendment, addition or termination
      of
      this Agreement or any part thereof shall be valid unless in writing and signed
      by or on behalf of the party to be charged therewith.

    


    Section
      9.3. Notices. Any and all notices or other communications or deliveries required
      or permitted to be given or made pursuant to any of the provisions of this
      Agreement shall be deemed to have been duly given or made for all purposes
      if
      sent by certified or registered mail, return receipt requested and postage
      prepaid, hand delivered, overnight delivery service, or sent by telephone
      facsimile as follows:

    


    If
      to
      VIBE, at:

    


    Vibe
      Records, Inc.

    Attention:
      Timothy J. Olphie

    824
      Old
      Country Road, Westbury, New York 11590

    


    With
      a
      copy to:

    


    Andrea
      Cataneo, Esq.

    _________________

    


    __________________

    


    If
      to
      BAQG, 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

    


    or
      at
      such other address as any party may specify by notice given to other party
      in
      accordance with this Section. The date of giving of any such notice shall be
      three days following the posting of the mail, the date of hand delivery, the
      business day following delivery to an overnight delivery service or the date
      sent by telephone facsimile.

    


    Section
      9.4. 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.

    


    Section
      9.5. Governing Law. Except to the extent that Delaware Law is mandatorily
      applicable to the Exchange and the rights of the VIBE Stockholders, 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.

    


    Section
      9.6. 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.

    


    Section
      9.7. Assignment. This Agreement shall not be assigned by operation of law or
      otherwise.

    


    Section
      9.8. Binding Agreement. This Agreement shall be binding upon and insure solely
      to the benefit of the parties hereto, and nothing in this Agreement, express
      or
      implied is intended to or shall confer upon any person any right, benefit or
      remedy of any nature whatsoever under or by reason of this
      Agreement.

    


    


    
      
        
           

        

        
           

          
            

          

        

        
           

        

      

    

    


    Section
      9.9. Headings. The headings or captions under sections of this Agreement are
      for
      convenience and reference only and do not in any way modify, interpret or
      construe the intent of the parties or effect any of the provisions of this
      Agreement.

    


    Section
      9.10. Counterparts. This Agreement may be executed in one or more counterparts
      each of which when taken together shall constitute one agreement.

    


    IN
      WITNESS WHEREOF, the parties hereto have caused this agreement to be signed
      on
      the date and year first above written.

    


    BENACQUISTA
      GALLERIES, INC.

    A
      NEVADA
      CORPORATION

    


    X______________________________

    James
      Martin Price

    President
      and CEO

    


    VIBE
      RECORDS INC.

    A
      DELAWARE CORPORATION

    


    X______________________________

    Timothy
      J. Olphie

    President
      and CEO