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 claim