Exhibit 10.3 -


    
      

      

    

    

      Exhibit
        10.3

      


      [FORM
        OF] CO-MARKETING AND EXCLUSIVE DISTRIBUTION AGREEMENT

      


      This
        Co-Marketing and Exclusive Distribution Agreement
        (this
“Agreement”) is entered into by and between Benacquista Galleries, Inc., a
        Nevada corporation (“Benacquista or Retailer”) and ArtTrader.org, Inc., a
        _________ corporation, (“ArtTrader” or “Wholesaler”) this 6th
        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 access to a large inventory of highly desirable art worth more
        than $500,000 that it wishes to be able to sell at wholesale
        prices;

      


      WHEREAS,
        Benacquista wishes to buy art at wholesale prices in order to resell it on
        its
        website and in its to-be constructed physical galleries;

      


      WHEREAS,
        ArtTrader is willing to give Benacquista exclusive rights to purchase artwork
        at
        wholesale prices;

      


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

      


      1.    Agreement
        to Sell.
        ArtTrader hereby grants Benacquista the right to purchase any and all unsold
        art
        contained in the ArtTrader inventory at wholesale prices. These prices should
        be
        typically be between 25% to 33% of the anticipated retail selling or appraisal
        price, but in no event shall be more than 33% of the anticipated retail selling
        price. This right shall be exclusive to Benacquista and no other party shall
        have the right to purchase such art at wholesale during the term of this
        Agreement.

      


      2.    Term.
        This
        Agreement shall continue in full force and effect for a period of 24 months
        from
        the date hereof. ArtTrader may cancel the Agreement if Benacquista fails
        to
        purchase at least $250,000 worth of art from the inventory during the first
        12
        months of this Agreement. 

      


      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]

      


      


      


      


      


      


      


      



      
        
          
          

        

        
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      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

              


      

      
 

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

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