Exhibit
        10.1

      


      SETTLEMENT
        AND RELEASE AGREEMENT

      


      This
        SETTLEMENT
        AND RELEASE AGREEMENT (this
        “Agreement”), is entered into as of this 10th 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 James Price, an individual, with his principal place of
        business at 6870 La Valle Plateada Rancho, Santa Fe, California 92067 (“Price”)
        (each of Benacquista and Price, individually, a “Party”, and collectively, the
“Parties”).

      


      WHEREAS,
        on
        January 31, 2003 Price and Benacquista entered into an agreement for the
        sale of
        certain collectible, investment grade works of art held in Price’s personal
        collection, and in consideration for which Benacquista issued Price an unsecured
        promissory note in the principal amount of $862,127, bearing interest at
        a rate
        of five percent (5%) per annum, and payable in full on or before June 30,
        2005,
        with no prior periodic payments due (the “Note”);

      


      WHEREAS,
        as of
        the date hereof the Note remains unpaid, with the outstanding principal balance
        together with all interest accrued thereon at $1,104,187.01;

      


      WHEREAS,
        in
        addition to the Note, Benacquista has accumulated a total outstanding debt
        of
        approximately $226,652.95 payable to Price for accrued but as yet unpaid
        salary,
        rent and certain cash advances (the “Additional Obligations”);

      


      WHEREAS,
        as of
        the fiscal year ended September 31, 2006, Benacquista had the works of art
        remaining in its inventory, as set forth in Schedule A annexed hereto (the
        “Works of Art”), valued by a third party appraiser at approximately $1,404,500 ;
        and

      


      WHEREAS,
        Price
        desires to acquire and Benacquista desires transfer all of its rights, title
        and
        interest in and to the Works of Art in settlement of any and all remaining
        obligations under the terms of the Note and of all Additional
        Obligations;

      


      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 of All Obligations.
        Upon
        execution of this Agreement or as at a time as soon as reasonably practicable
        thereafter, Benacquista shall deliver to Price all of the remaining Works
        of
        Art, as set forth in Schedule A, in full satisfaction of the outstanding
        principal balance of the Note, all interest accrued thereon and of all
        Additional Obligations accrued through the date hereof.

      


      2.   Mutual
        and General Release.

      


      2.1   Price
        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
        he 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 or other Additional
        Obligations.

      


      2.2   Benacquista
        hereby fully, forever, irrevocably and unconditionally releases, remises
        and
        discharges Price and his 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 Price
        or his
        attorneys, agents and employees, including, without limitation, any and all
        claims arising out of the Note or other Additional Obligations.

      


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

      


      2.1   No
        other
        person has any interest in or rights to the Note, any of the obligations
        thereunder or any of the other Additional Obligations;

      


      2.2   Neither
        the Note, the proceeds thereof, nor the proceeds of the Additional Obligations
        have been assigned, pledged, hypothecated, discharged or otherwise encumbered
        by
        Price;

      


      2.3   Price
        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 Price and, upon due
        execution and delivery by Price, this Agreement shall constitute the valid
        and
        binding obligation of Price, enforceable in accordance with its terms, except
        to
        the extent that enforceability may be limited by applicable law or general
        principles of equity.

      


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

      


      3.1   No
        other
        person has any right, title or interest in or to any of the Works of
        Art;

      


      3.2   The
        Works
        of Art have not been encumbered, pledged, hypothecated, sold, assigned,
        transferred or otherwise disposed of by Benacquista;

      


      3.2   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.   Miscellaneous.

      4.1   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.

      


      4.2   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.
        

      


      4.3   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.

      


      4.4   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.

      


      4.5   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.

      


      4.6   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.

      


      4.7   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.

      


      4.8   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.

      


      4.9   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 for such notices to it under 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

                
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	
                  By:
                    

                	
                  /s/
                    James
                    Price                                    
                    

                
	 	 	
                  James
                    Price