Exhibit 10.4 -


    
      

      

    

    

      Exhibit
        10.4

      


      [FORM
        OF] EXCLUSIVE ARTIST ACQUISITION AGREEMENT

      


      This
        Co-Marketing and Exclusive Distribution Agreement
        (this
“Agreement”) is entered into by and between Benacquista Galleries, Inc., a
        Nevada corporation (“Benacquista”) and _________, Inc., a _________ corporation
        doing business as ArtTrader.org, (“ArtTrader”) this 12th
        day of
        October, 2005.

      


      WHEREAS,
        Benacquista in engaged in the business of selling fine works of art on the
        Internet and through to-be-constructed physical galleries;

      


      WHEREAS,
        ArtTrader has a history of attracting worthwhile, creative artists and
        succeeding in having those artists go under contract to sell their works
        to
        ArtTrader;

      


      WHEREAS,
        Benacquista wishes to contract artists to sell their work through its website
        and to-be-constructed physical galleries;

      


      WHEREAS,
        ArtTrader wishes to cooperate with Benacquista toward the cultivation of
        relationships with artists and the obtaining of contracts with those artists
        to
        sell their work;

      


      NOW,
        THEREFORE,
        be it
        resolved between the parties that:

      


      1.    Agreement
        of Partnering.
        ArtTrader shall support Benacquista in their joint efforts to seek out new
        artists and cause those artists to contract with Benacquista for the sale
        of
        their works. Both parties agree that any new artists or artworks that are
        purchased from artists either by ArtTrader of Benacquista shall be covered
        by
        this Agreement (“Artwork”). Benacquista shall provide the financing for the
        purchase of such artwork. When such artwork is sold, the Gross Profit shall
        be
        split equally between ArtTrader and Benacquista. Gross profit shall be defined
        as the retail sales price of the artwork actually paid by the customer, less
        any
        credit card processing fees, any commissions or referral fees to third parties
        and less the cost of acquisition of the artwork. Artwork purchased from a
        wholesaler or at auction, and not directly from the artist, shall not be
        covered
        by this Agreement.

      


      2.    Term.
        This
        Agreement shall continue in full force and effect for a period of 24 months
        from
        the date hereof. Either party may cancel this Agreement at any time with
        30 days
        notice, however any Artwork purchased during the Term of this Agreement shall
        only be sold in accordance with the terms of this Agreement and Gross Profit
        shared accordingly until twenty four months from the date hereof, regardless
        of
        whether or not this Agreement is terminated. 

      


      3.    Notices.
        Any
        notice, demand, claim or other communication under this Agreement shall be
        in
        writing and delivered personally or sent by certified mail, return receipt
        requested, postage prepaid, or sent by facsimile or prepaid overnight courier
        to
        the parties at the addresses as follows (or at such other addresses as shall
        be
        specified by the parties by like notice): Such notice shall be deemed delivered
        upon receipt against acknowledgment thereof if delivered personally, on the
        third business day following mailing if sent by certified mail, upon
        transmission against confirmation if sent by facsimile and on the next business
        day if sent by overnight courier.

      


      4.    Entire
        Agreement; Incorporation.
        This
        Agreement and the documents and instruments and other agreements among the
        parties hereto as contemplated by or referred to herein contain every obligation
        and understanding between the parties relating to the subject matter hereof
        and
        merges all prior discussions, negotiations, agreements and understandings,
        both
        written and oral, if any, between them, and none of the parties shall be
        bound
        by any conditions, definitions, understandings, warranties or representations
        other than as expressly provided or referred to herein. All schedules, exhibits
        and other documents and agreements executed and delivered pursuant hereto
        are
        incorporated herein as if set forth in their entirety herein.

      


      5.    Binding
        Effect.
        This
        Agreement shall be binding upon and inure to the benefit of the parties hereto
        and their respective successors, heirs, personal representatives, legal
        representatives, and permitted assigns.

      



      
        
           

        

        
          
          

          
            

          

        

        
           

        

      


      6.    Assignment.
        This
        Agreement may not be assigned by any party without the written prior consent
        of
        the other parties.

      


      7.    Waiver
        and Amendment.
        Any
        representation, warranty, covenant, term or condition of this Agreement which
        may legally be waived, may be waived, or the time of performance thereof
        extended, at any time by the party hereto entitled to the benefit thereof,
        and
        any term, condition or covenant hereof (including, without limitation, the
        period during which any condition is to be satisfied or any obligation
        performed) may be amended by the parties thereto at any time. Any such waiver,
        extension or amendment shall be evidenced by an instrument in writing executed
        on behalf of the party against whom such waiver, extension or amendment is
        sought to be charged. No waiver by any party hereto, whether express or implied,
        of its rights under any provision of this Agreement shall constitute a waiver
        of
        such party’s rights under such provisions at any other time or a waiver of such
        party’s rights under any other provision of this Agreement. No failure by any
        party thereof to take any action against any breach of this Agreement or
        default
        by another party shall constitute a waiver of the former party’s right to
        enforce any provision of this Agreement or to take action against such breach
        or
        default or any subsequent breach or default by such other party.

      


      8.    Severability.
        In the
        event that any one or more of the provisions contained in this Agreement,
        or the
        application thereof, shall be declared invalid, void or unenforceable by
        a court
        of competent jurisdiction, the remainder of this Agreement shall remain in
        full
        force and effect and the application of such provision to other Persons or
        circumstances will be interpreted so as reasonably to effect the intent of
        the
        parties hereto.
        The
        parties further agree to replace such invalid, void or unenforceable provision
        with a valid and enforceable provision that will achieve, to the extent
        possible, the economic, business and other purposes of such invalid,
        void
        or
        unenforceable provision.

      


      9.    Counterparts.
        This
        Agreement may be executed in any number of counterparts, each of which shall
        be
        deemed an original but all of which together shall constitute one and the
        same
        instrument. Facsimile signatures shall be deemed valid and binding.

      


      10.  
          Choice
        of Law.
        This
        Agreement shall be subject to the laws of the State of Nevada without regard
        to
        conflicts of laws provision and each party agrees to be bound to the
        jurisdiction of the courts of Clark County, Nevada and venue shall be proper
        therein.

      


      


      


      


      


      [SIGNATURES
        APPEAR ON THE FOLLOWING PAGE]

      


      


      


      


      


      


      


      


      


      


      


      



      
        
           

        

        
          2

          
            

          

        

        
           

        

      

       

      IN
        WITNESS WHEREOF,
        the
        parties hereto have each executed and delivered this Agreement as of the
        day and
        year first above written.

       

      
        	 	
                BENACQUISTA
                  GALLERIES, INC.

              
	 	 	 
	 	 	 
	 	 	 
	 	
                By:
                  

              	
                ________________________________

              
	 	 	
                James
                  Price

              
	 	 	
                President
                  & CEO

              
	 	 	 
	 	 	 
	 	 	 
	 	
                ______________________________,
                  INC.

              
	 	 	 
	 	 	 
	 	 	 
	 	
                By:
                  

              	
                ________________________________

              
	 	 	
                President

              


      

      
 

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

      3