Exhibit 10.6 -


    
      

      

    

    

      Exhibit
        10.6


      


      
        
          

          
 



      


      


      


      


      


      


      


      


      


      


      STOCK
        PURCHASE AGREEMENT

      


      of

      


      WHOLE
        IN ONE PRODUCTS, INC.

      (a
        Nevada Corporation)

      


      


      and

      


      


      


      BENACQUISTA
        GALLERIES, INC.

      (a
        Nevada Corporation)

      


      


      


      


      


      


      


      


      


      


      


       

       

       

       

      


      


      


      


      
        

        




      
        
          
          

        

        
          
          

          
          

        

        
          
          

        

      


      


      STOCK
        PURCHASE AGREEMENT

      


      This
        Stock Purchase Agreement between Benacquista Galleries, Inc. (the “Purchaser”)
        and Whole In One Products, Inc. (the “Company”), dated December 18,
        2006.

      


      1.    Purchase.
        The
        Purchaser (the “Purchaser”) hereby purchases 4,900,000 restricted shares of
        common stock of the Company for a purchase price of Ten Thousand Dollars
        ($10,000.00 US).

      


      2.    Representations
        and Agreements of the Purchaser.
        The
        Purchaser represents warrants and agrees as follows:

      


      (a)    The
        Purchaser has provided services to the Company as part of the total
        consideration of this stock purchase.

      


      (b)    The
        Purchaser acknowledges that it has had the opportunity to request material
        information of the Company, and has received all information it deems necessary
        to make this investment.

      


      (c)    The
        Purchaser (and/or its agents or Purchaser Representative) have such knowledge
        and experience in financial and business matters that will enable it to utilize
        the information made available to it in connection with this Stock Purchase
        to
        evaluate the risks of the prospective investment and to make and informed
        investment decision.

      


      (d)    The
        Securities are being purchased for the Purchaser’s own account for investment
        and not with a view to, or for resale in connection with, any distribution,
        assignment or resale of the Securities to others or fractionalization in
        whole
        or in part. The Purchaser agrees not to sell, assign, hypothecate or otherwise
        transfer any of the Securities or any rights or interest therein unless the
        Securities are registered under applicable Federal and State securities laws
        or
        unless in the opinion o f counsel satisfactory to the Company an exemption
        from
        such laws is available.

      


      (e)    The
        Purchaser recognized that the Company had limited assets and no previous
        operating history and that the Securities as and investment involve special
        and
        substantial risks.

      


      (f)
    The
        Company agrees to undertake an SB-2 registration of the Company’s stock within
        twelve to eighteen months of the date of this Stock Purchase
        Agreement.

      


      (g)    The
        Purchaser understands that a market does not presently exist for the Securities
        and that the Company and the Company does not anticipate that in the immediate
        future a public market will develop for the Securities. Consequently, the
        holders of the Securities offered hereby may not be able to liquidate their
        investment in the Company or the Company in a timely manner or at any time,
        and
        such Securities will not be readily acceptable as collateral for
        loans.

      


      (h)    The
        Purchaser understands that the Securities have not been registered under
        the
        Securities Act of 1933, as amended (the 1933 Act”) or under any other applicable
        securities laws. The Securities are offered under the 1933 Act in reliance
        on
        certain exemptions from the registration requirements of the 1933 Act
        predicated, in part, on the representations and warranties made by the Purchaser
        to the Company herein. No securities administrator of any state or jurisdiction
        or of the Federal government has made any findings or determinations relating
        to
        the Securities and that it have no right to require such registration. The
        Securities constitute “restricted securities” within the meaning of the 1933
        Act, and are not freely transferable, and require a restrictive legend. The
        Securities can not be sold or otherwise transferred unless subsequently
        registered under the 1933 Act or in the opinion of counsel for the Company
        an
        exemption from registration is available, that any routine dales of the
        Securities made in reliance upon Rule 144 can be made only if current
        information about the Company and the Company is publicly available and then
        only in limited amounts in accordance with Rule 144.

      



      
        
          
          

        

        
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      (i)
    The
        Purchaser represents that its committed to all investments is reasonable
        in
        relation to its worth and that it is an accredited investor within the meaning
        of the 1933 Act, and if an individual has a net worth of at least $1,000,000,
        or
        has had income of $200,000 for each of the most recent two years, or joint
        income with that person’s spouse of $300,000 for each of the most recent two
        years, or has otherwise satisfied the definition of “accredited investor” as set
        forth under the Act.

      


      (j)
    The
        Purchaser represents that it has the requisite knowledge or has relied on
        the
        advice of its own counsel, accountants or others, each of whom qualifies
        as a
        Purchaser Representative with regard to all of the considerations involved
        in
        making this investment.

      


      3.    Indemnification.
        The
        Purchaser agrees to indemnify and hold harmless the Company from and against
        any
        loss, damage, or liability due or arising out of a breach of any of the
        foregoing representations.

      


      IN
        WITNESS WHEREOF,
        the
        undersigned have executed this Stock Purchase Agreement this 18th day of
        December, 2006.

      


      


      


      PURCHASER

      


      BENACQUISTA
        GALLERIES, INC.

      


      


       
        /s/
        James
        Price                          


      By:
        James
        Price

      Title:
        President

      


      


      


      SELLER

      


      WHOLE
        IN ONE PRODUCTS, INC.

      


      


       
        /s/
        Miguel
        Rivera                       


      By:
        Miguel Rivera

      Its:
        President

      


      


      


      Dated:
        December 18, 2006

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

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