Exhibit 10.5 - Stock Purchase Agreement


    
      

      

    


    Exhibit
      10.5

    


    ASSET
      PURCHASE AGREEMENT

    


    This
      ASSET
      PURCHASE AGREEMENT
      (the
“Agreement”) is entered into as of this 17th
      day of
      November, 2006, by and among Benacquista Galleries, Inc. a corporation existing
      under the laws of the state of Nevada (“Purchaser”); and Physiognomy Interface
      Technologies, Inc., a corporation existing under the laws of the state of Nevada
      (the “Seller”).

    


    WITNESSETH:

    


    WHEREAS,
      the
      Seller currently (1) holds all operational, technical and intellectual property
      rights to, and (2) exclusively owns all assets, including but not limited to
      software code, web site pages, website graphics, databases, including customer
      bases, advertising banners, online forms and search engines and website traffic
      pertaining to the Domain Name and web site “faceyourmate.com” (collectively,
      such rights and assets shall be referred to as the “Property”);

    


    WHEREAS,
      the
      Purchaser wishes to purchase the Property in its entirety;

    


    WHEREAS,
      the
      parties agree that the Purchaser shall not assume any of the liabilities of
      the
      Seller regarding the Property;

    


    NOW
      THEREFORE,
      in
      consideration of the promises and mutual covenants, conditions and agreements
      contained herein and for such other good and valuable consideration, the receipt
      and sufficiency of which are hereby acknowledged, the parties hereto, each
      intending to be legally bound hereby agree as follows:

    


    ARTICLE
      I

    


    PURCHASE
      OF ASSETS

    


    1.1 Purchase
      and Sale of Property.
      Seller
      represents and warrants to Purchaser that Seller own without limitation, all
      right, title and interest in and to the Property. Upon the terms and subject
      to
      the conditions of this Agreement, Seller hereby agrees that on the Closing
      Date
      (as hereinafter defined in Section 2.1), Seller shall sell, assign, transfer
      and
      convey to the Purchaser and Purchaser hereby agrees to purchase, obtain and
      acquire from Seller, all of Seller’s right, title and interest in and to the
      Property, free and clear of any and all claims, rights liens and/or
      encumbrances.

    


    1.2
      Liabilities
      Not Assumed.
      Purchaser does not assume or otherwise become responsible for, any liability
      or
      obligation of the Seller or claimant of such liability or obligation whatsoever
      known or unknown, whether arising out of occurrences prior to, at or after
      the
      date hereof, including without limitation:

    


    
      	 	
              (a)

            	
              Any
                liability whatsoever with respect to the
                Property

            


    

    
      	 	
              (b)

            	
              Any
                and all liability of the Seller, whether or not related to
                Property

            


    

    
      	 	
              (c)

            	
              Any
                process of future action, suit, claim or proceeding against the
                Seller

            


    

    


    1.3
      Purchase
      Price.
      In
      consideration off and in exchange for the Seller’s sale, assignment, transfer
      and conveyance of all of the Property, and in consideration of Seller’s
      agreement hereby to not compete in any way with the Purchaser or the Property
      for a period of five years from the Closing Date, the Purchaser agrees to pay
      to
      the Seller a total of Five Thousand Dollars ($5,000 US) as purchase price for
      the Property, (“The Purchase Price”).

    


    1.4
      Seller
      to Transfer All Rights, Title and Interest to the
      Property.
      Immediately upon full payment of the purchase price, Seller will take any action
      that may be necessary or desirable to protect and perfect Purchaser’s title and
      interest and Purchaser to authorize the change of registered ownership of the
      Domain Name ownership with the Internic, ICANN, or other authorized entity.
      Seller also agrees
      to
      take any necessary action to notify transfer of ownership on intellectual
      property at copyright and trademark offices, or any other agencies, and to
      effectuate transfer of the Domain Name to a primary and secondary hosting
      company to be designated by the Purchaser. Seller will also effectuate
      assignments of any contracts necessary for the operation of the
      Property

    


    



    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    ARTICLE
      II

    


    CLOSING

    


    2.1 Date
      and Time of Closing.
      Subject
      to satisfaction of the conditions to Closing set forth in this Agreement, the
      closing of the transaction contemplated by this Agreement (the “Closing”) shall
      take place at 10:00 a.m. (Pacific Standard Time), on November 17, 2006 at the
      offices Purchaser, or at such other place and time thereafter as shall be
      mutually agreeable to the parties hereto (the “Closing Date”).

    


    2.2
      Delivery
      of Instruments.
      The
      following documents, instruments and other materials shall be executed and
      delivered at or prior to the Closing on the Closing Date:

    


    (a)   Instruments
      of Transfer.
      The
      Seller shall execute and deliver to the Purchaser such bills of sale,
      assignments, endorsements, and other instruments and documents reasonably deemed
      to be necessary or appropriate to vest in the Purchaser on the Closing Date
      and
      goods and marketable title to the Property free and clear of any and all adverse
      claims, mortgages, pledges, liens, charges, security interests or other rights,
      interests or encumbrances, and a receipt for the price of other assets being
      acquired hereunder, title to which shall transfer upon delivery of such
      assets.

    


    (b)   Purchase
      Price.
      Purchaser shall deliver to the Seller the Purchase Price.

    


    (c)   Related
      Agreements.
      The
      Purchaser and the Seller shall execute and deliver any other agreements
      reasonably necessary to effectuate consummation of the transactions contemplated
      herein.

    


    ARTICLE
      III

    


    REPRESENATIONS
      AND WARRANTIES

    


    3.1 Representations
      and Warranties of the Seller.
      The
      Seller represents and warrants to the Purchaser as follows:

    


    (a)   Authorization.
      The
      Seller has duly authorized the execution, delivery and performance of this
      Agreement and consummation of the transactions contemplated hereby. The Seller
      has taken all necessary action and has all the necessary power to enter into
      this Agreement and to consummate the transactions contemplated
      hereby.

    


    (b)   Binding
      Agreement.
      This
      Agreement is the valid and binding and irrevocable obligation of the Seller,
      and
      assuming validity of the representations and warranties of Purchaser, and is
      enforceable against such Seller in accordance with its terms, except as such
      enforcement may be limited by applicable bankruptcy, insolvency, reorganization,
      moratorium or other similar laws now or hereinafter in effect.

    


    (c)   Title.
      The
      Seller owns good, marketable, unencumbered, full and valid title, as would
      be
      considered under the law of any jurisdiction, to all of the Property and can
      demonstrate a consistency of chain of title with respect thereto since
      acquisition or inception. The Property is or will at the date of closing be
      owned free and clear of all adverse claims, liens, mortgages, charges, security
      interests, encumbrances and other restrictions or limitations of any kind
      whatsoever. The Seller is not in bankruptcy, divorce or any other proceedings
      which might result in claims against the Property.

    



    
      
         

      

      
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    (d)   Intellectual
      Property.
      With
      respect to the Property, the Seller has not interfered with, infringed upon,
      misappropriated, or otherwise come into conflict with any intellectual property
      rights of third parties, and Seller have not received any charges, complaint,
      claim, demand, or notice alleging any such interference, infringement,
      misappropriation or violations. No comment of any government, authority or
      individual in necessary for the sale to the Seller of the Property.

    


    (e)   Accuracy
      of Information Furnished.
      No
      statement by the Seller set forth herein or in the exhibits or schedules hereto,
      and no statement, verbal or written, made in connection with the transactions
      contemplated hereby or the Property, contains any untrue statement of material
      fact, or omits to state any material fact which is necessary to make the
      statements contained herein or therein, in light of the circumstances under
      which they were made, not misleading.

    


    (f)    Organization.
      The
      Seller is a corporation duly organized, validly existing and in good standing
      under the laws of the State of Nevada. The Purchaser has the corporate power
      and
      authority to own and lease its properties and assets and to carry on its
      business as it is now being conducted.

    


    3.2 Representations
      and Warranties of Purchaser.
      The
      Purchaser represents and warrants to the Seller as follows:

    


    (a)   Authorization.
      The
      execution, delivery and performance of this Agreement and consummation of the
      transaction contemplated hereby have been duly authorized, adopted and approved
      by the board of directors of the Purchaser. The Purchaser has taken all
      necessary corporate action and has all the necessary corporate power to enter
      into this Agreement and to consummate the transactions contemplated
      hereby.

    


    (b)   Binding
      Agreement.
      This
      Agreement has been duly and validly executed and delivered by the officers
      of
      the Purchaser on behalf, and assuming the validity of the representations and
      warranties of Seller, this Agreement is the valid and binding obligation of
      the
      Purchaser, enforceable against the Purchaser in accordance with its terms,
      except as such enforcement may be limited by applicable bankruptcy, insolvency,
      reorganization, moratorium or other similar laws now or hereinafter in
      effect.

    


    (c)   Organization.
      The
      Purchaser is a corporation duly organized, validly existing and in good standing
      under the laws of the State of Nevada. The Purchaser has the corporate power
      and
      authority to own and lease its properties and assets and to carry on its
      business as it is now being conducted.

    


    ARTICLE
      IV

    


    COVENANTS

    


    4.1 Obligations.
      Each of
      the Seller and the Purchaser agrees to carry out their respective obligations
      at
      and following Closing as set forth in Article I, II, and IV of this
      Agreement.

    


    (a)   Governmental
      Filings and Comments.
      The
      Seller and the Purchaser shall cooperate with one another and make best efforts
      in filing any necessary applications, reports or other documents with any
      domestic or foreign, federal, state or local agencies, or authorities with
      respect to the Property and the QBH, including but not limited to patent,
      trademark and copyright applications and filings on behalf of the
      Purchaser.

    


    (b)   Notice.
      The
      Seller will give prompt notice of any claim against any of them or against
      the
      Property and will give full cooperation and best efforts to the Purchaser in
      defending any such claims, and in the event of any claim, lien, or action
      against the Property, the Seller will indemnify the Purchaser in full for any
      resulting costs, expenses or damages incurred by the Purchaser.

    



    
      
         

      

      
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    ARTICLE
      V

    


    MISCELLANEOUS

    


    5.1 Fees
      and Expenses.
      Except
      as otherwise provided in this Agreement, each party hereto will bear its own
      legal, accounting and other fees and expenses incident to the transactions
      contemplated herein.

    


    5.2
      Modification,
      Amendment and Waiver.
      The
      parties hereto may amend, modify or otherwise waive any provision of this
      Agreement by mutual covenant, provided that each covenant and any amendment,
      modification or waiver is in writing and signed by each of the parties
      hereto.

    


    5.3
      Assignment.
      The
      Purchaser shall have the authority to assign its respective rights or
      obligations under this Agreement without the prior written consent of the other
      parties hereto.

    


    5.4
      Burdens
      and Benefits.
      This
      Agreement shall be binding upon and, to the extent permitted in this Agreement,
      shall inure to the benefit of the parties and their respective successors and
      permitted assigns.

    


    5.5
      Governing
      Law.
      This
      Agreement shall be governed by and construed in accordance with the laws of
      the
      state of Nevada, without regard, however, to such jurisdiction’s principles of
      conflicts of law.

    


    5.6
      Counterparts.
      This
      Agreement may be executed in two or more counterparts, each of which shall
      be an
      original, but all of which shall constitute but one agreement.

    


    5.7
      Severability
      of Provisions.
      The
      provisions of the Agreement shall be considered severable in the event that
      any
      of such provisions are held by a court of competent jurisdiction to be invalid,
      void or otherwise unenforceable.

    


    5.8
      Survival.
      The
      provisions of Sections 1.1, 1.4 and all of Articles III, IV and V shall survive
      termination of this Agreement.

    


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

    


    


    BENACQUISTA
      GALLERIES, INC.

    


     /s/
      James
      Price                                         
  

    By:
      James
      Price

    President

    


    PHSYIOGNOMY
      INTERFACE TECHNOLOGIES, INC.

    


    


     /s/
      Tracey
      Jones                                        


    By:
      Tracey Jones

    President

     

     

     

     

     

     

     

     

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