Exhibit 10.1 - Settlement and Release Agreement by and between Benacquista
      Galleries, Inc. and Monarch Consulting, LLC. dated April 6, 2007.


    
      

      

    

    
      Exhibit
        10.1

      


      SETTLEMENT
        AND RELEASE AGREEMENT

      


      This
        SETTLEMENT
        AND RELEASE AGREEMENT (this
        “Agreement”), is entered into as of this 6th day of April, 2007, by and between
        Benacquista Galleries Inc., a Nevada corporation, with its principal executive
        offices at 6870 La Valle Plateada Rancho, Santa Fe, California 92067
        (“Benacquista”), and Monarch Consulting, LLC, a privately-held limited liability
        company, with its principal executive offices at 7 Snowberry Ct., Cockeysville,
        Maryland 21030 (“Monarch”) (each of Benacquista and Monarch, individually, a
“Party”, and collectively, the “Parties”).

      


      WHEREAS,
        on
        January 31, 2003 Benacquista issued a certain common stock purchase warrant
        to
        acquire up to one million (1,000,000) shares of its common stock, par value
        $0.001 per share, at a price of $1.00 per share to XCL Partners (the
“Warrant”);

      


      WHEREAS,
        XCL
        Partners, in accordance with the terms and conditions of the Warrant,
        transferred to Monarch the right to acquire up to four hundred thousand
        (400,000) shares of the common stock underlying the Warrant;

      


      WHEREAS,
        on
        January 31, 2006 Monarch exercised that portion of the Warrant entitling
        it to
        acquire four hundred thousand (400,000) common shares (the “Common Shares”) in
        consideration of a full recourse promissory note in the principal sum of
        four
        hundred thousand dollars ($400,000), bearing interest at a rate of five percent
        (5%) per annum and payable in full on or before January 31, 2008, with no
        prior
        periodic payments due (the “Note”);

      


      WHEREAS,
        on
        January 8, 2007 Benacquista effectuated a consolidation of its common shares
        on
        a ten-for-one basis;

      


      WHEREAS,
        as of
        the date hereof, Monarch has made payments in the aggregate amount of
        $121,650.00, with an outstanding balance of $303,899.58 in principal and
        interest remaining; and

      


      WHEREAS,
        after
        careful analysis and negotiation, each Party hereto now desires to enter
        into
        this Agreement to settle any and all of their respective remaining rights
        and
        obligations under the terms of the Note;

      


      NOW,
        THEREFORE,
        in
        consideration of the forgoing, and of the mutual covenants and agreements
        hereinafter set forth, and for other good and valuable consideration, the
        receipt and sufficiency of which are hereby acknowledged, the Parties, intending
        to be legally bound, do hereby covenant and agree as follows:

      


      1.   Settlement
        and Satisfaction.
        Upon
        execution of this Agreement or as at a time as soon as reasonably practicable
        thereafter, Monarch shall take any and all actions necessary or reasonably
        advisable to remit to Benacquista twenty-five thousand (25,000) of the Common
        Shares it received upon exercise of the Warrant in consideration of the full
        satisfaction of the outstanding principal balance of the Note together with
        all
        interest accrued thereon through the date hereof.

      


      2.   Mutual
        and General Release.

      


      2.1   Benacquista
        hereby fully, forever, irrevocably and unconditionally releases, remises
        and
        discharges Monarch and its officers, directors, stockholders, affiliates,
        attorneys, agents and employees from any and all claims, charges, complaints,
        demands, actions, causes of action, suits, rights, debts, sums of money,
        costs,
        accounts, reckonings, covenants, contracts, agreements, promises, doings,
        omissions, damages, executions, obligations, liabilities, and expenses
        (including attorneys’ fees and costs), of every kind and nature whatsoever which
        it may have ever had or now has against Monarch or its officers, directors,
        stockholders, affiliates, attorneys, agents and employees, including, without
        limitation, any and all claims arising out of the Note.

      


      


      
        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

      

      


      2.2   Monarch
        hereby fully, forever, irrevocably and unconditionally releases, remises
        and
        discharges Benacquista and its officers, directors, stockholders, affiliates,
        attorneys, agents and employees from any and all claims, charges, complaints,
        demands, actions, causes of action, suits, rights, debts, sums of money,
        costs,
        accounts, reckonings, covenants, contracts, agreements, promises, doings,
        omissions, damages, executions, obligations, liabilities, and expenses
        (including attorneys’ fees and costs), of every kind and nature whatsoever which
        it may have ever had or now has against Benacquista or its officers, directors,
        stockholders, affiliates, attorneys, agents and employees, including, without
        limitation, any and all claims arising out of the Note.

      


      3.   Representations
        and Warranties of Benacquista. Benacquista
        hereby represents and warrants to Monarch, as of the date hereof:

      


      3.1   No
        other
        person has any interest in or rights to the Note or any of the obligations
        thereunder;

      


      3.2   Neither
        the Note nor the proceeds thereof have been assigned, pledged, hypothecated,
        discharged or otherwise encumbered by Benacquista;

      


      3.3   Benacquista
        has all requisite power and authority to enter into this Agreement and to
        consummate the transactions contemplated hereby. The execution and delivery
        of
        this Agreement and the consummation of the transactions contemplated hereby
        have
        been duly authorized by all necessary action on the part of Benacquista and,
        upon due execution and delivery by Benacquista, this Agreement shall constitute
        the valid and binding obligation of Benacquista, enforceable in accordance
        with
        its terms, except to the extent that enforceability may be limited by applicable
        law or general principles of equity.

      


      4.   Representations
        and Warranties of Monarch. Monarch
        hereby represents and warrants to Benacquista, as of the date
        hereof:

      


      4.1   The
        Common Shares have not been encumbered, pledged, hypothecated, sold, assigned,
        transferred or otherwise disposed of by Monarch;

      


      4.2   Monarch
        has all requisite power and authority to enter into this Agreement and to
        consummate the transactions contemplated hereby. The execution and delivery
        of
        this Agreement and the consummation of the transactions contemplated hereby
        have
        been duly authorized by all necessary action on the part of Monarch and,
        upon
        due execution and delivery by Monarch, this Agreement shall constitute the
        valid
        and binding obligation of Monarch, enforceable in accordance with its terms,
        except to the extent that enforceability may be limited by applicable law
        or
        general principles of equity.

      


      5.   Miscellaneous.

      5.1   Expenses.
        Each
        of
        the Parties hereto shall bear their own expenses in connection with the
        transactions contemplated by this Agreement, including, without limitation,
        attorneys’ fees and costs and any expenses incurred in relation to the filing of
        notices with federal or state securities commissions or regulatory
        authorities.

      


      5.2   Further
        Action. Each
        of
        the Parties hereto shall execute and deliver all documents, provide all
        information, and take or forbear from taking all such action as may be
        reasonably necessary or appropriate to achieve the purpose of this Agreement.
        

      


      5.3   Entire
        Agreement. This
        Agreement constitutes the full and entire Agreement by and between the Parties
        with regard to the subject matter hereof and supersedes all prior agreements
        between the Parties, whether written or verbal. The failure by either Party
        to
        enforce any rights under this Agreement shall not be construed as a waiver
        of
        any rights of such Party. Any term of this Agreement may be amended and the
        observance of any term of this Agreement may be waived, generally or in a
        particular instance and either retroactively or prospectively, only with
        the
        written consent of the Parties hereto.

      


      5.4   Successors
        and Assigns.
        This
        Agreement shall be binding upon and inure to the benefit of each of the Parties
        hereto and their respective successors, legal representatives and
        assigns.

      


      


      
        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

      

      


      5.5   Notices.
        Any
        notice or other communication required or permitted by this Agreement shall
        be
        given in writing and shall be deemed sufficient when delivered personally,
        or on
        the first attempted date of delivery after being mailed by certified or
        registered mail, return receipt requested, to the Parties at the addresses
        first
        set forth at the beginning of this Agreement or at such other address as
        shall
        be specified by the Parties by like notice.

      


      5.6   Counterparts.
        This
        Agreement may be executed in any number of counterparts, each of which shall
        be
        deemed an original, but all of which taken together shall constitute one
        instrument.

      


      5.7   Severability.
        If one
        or more provisions of this Agreement are held to be unenforceable under
        applicable law, the validity of this Agreement shall not be affected thereby
        and
        the remaining provisions shall continue in full force and effect, construed
        as
        if such unenforceable provision was not a part of this Agreement.

      


      5.8   Headings.
        The
        headings and captions contained in this Agreement are for reference purposes
        only and shall not affect, in any way, the meaning or interpretation of this
        Agreement.

      


      5.9   Governing
        Law; Jurisdiction; Jury Trial.
        This
        Agreement shall be governed in all respects by the laws of the State of Nevada,
        without giving effect to any choice of law or conflict of law provision or
        rule
        (whether of the State of Nevada or any other jurisdictions) that would cause
        the
        application of the laws of any jurisdictions other than the State of Nevada.
        Each Party hereby irrevocably submits to the exclusive jurisdiction of the
        state
        and federal courts sitting in the City of Reno, Nevada, for the adjudication
        of
        any dispute hereunder or in connection herewith, and hereby irrevocably waives,
        and agrees not to assert in any suit, action or proceeding, any claim that
        it is
        not personally subject to the jurisdiction of any such court, that such suit,
        action or proceeding is brought in an inconvenient forum or that the venue
        of
        such suit, action or proceeding is improper. Each Party hereby irrevocably
        waives personal service of process and consents to process being served in
        any
        such suit, action or proceeding by mailing a copy thereof to such Party at
        the
        address first set forth at the beginning of this Agreement and agrees that
        such
        service shall constitute good and sufficient service of process and notice
        thereof. Nothing contained herein shall be deemed to limit in any way any
        right
        to serve process in any manner permitted by law. EACH
        PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO
        REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN
        CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION
        CONTEMPLATED HEREBY.

      


      


      


      


      
 

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      IN
        WITNESS WHEREOF,
        the
        Parties hereto have executed this Agreement as of the date first appearing
        above.

      


      
        	 	 	 
	 	
                BENACQUISTA
                  GALLERIES, INC.

              
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	
                By:
                  

              	
                /s/
                  James
                  Price                          
                  

              
	 	 	
                James
                  Price

              
	 	 	
                Chief
                  Executive Officer

              
	 	 	 
	 	 	 
	 	 	 
	 	
                MONARCH
                  CONSULTING, LLC.

              
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	
                By:
                  

              	
                /s/
                  David
                  Grimm                       
                  

              
	 	 	
                David
                  Grimm

              
	 	 	
                President