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