Exhibit
10.1
AGREEMENT
This AGREEMENT (this
“Agreement”), is entered into as of this 2nd day of
February, 2007, by and between Benacquista Galleries Inc., a Nevada
corporation, with its principal place of business at 6870 La Valle
Plateada Rancho, Santa Fe, California 92067
(“Benacquista”), and Whole In One Organics, Inc., a
privately-held Nevada corporation, with its principal executive
offices at 1375 Hauser, Los Angeles, California 90019 (“Whole
In One”) (each of Benacquista and Whole In One, individually,
a “Party”, and collectively, the
“Parties”).
WHEREAS, on December 18, 2006
the Parties hereto entered into a certain stock purchase agreement
(the “Stock Purchase Agreement”), pursuant to the terms
of which Benacquista acquired four million nine hundred thousand
(4,900,000) unregistered shares of Whole In One common stock (the
“Common Shares”) in consideration of certain services
provided and funds in the aggregate amount of ten thousand dollars
($10,000) (the “Purchase Price”); and
WHEREAS, as a consequence of
certain subsequent events, the Parties now desire to void the Stock
Purchase Agreement ab initio , and exchange mutual and
general releases, so as to restore each to its respective position
prior to execution and delivery of the Stock Purchase
Agreement;
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. Voiding of
the Stock Purchase Agreement. Benacquista and Whole In One do
hereby agree that the Stock Purchase Agreement is null and void
ab initio , having no force or effect whatsoever, with the
result of the Common Shares being restored to the status of
authorized but unissued shares.
2. Remittance of
Purchase Price and Deliver of Common Shares. Upon execution
hereof or as at a time as soon as reasonably practicable
thereafter, Whole In One shall pay to the order of Benacquista, in
same day immediately available funds, the aggregate Purchase Price,
upon receipt of which Benaquista shall take, or cause to be taken,
all actions reasonably necessary to deliver to Whole In One any
certificate or certificates representing the Common Shares and
registered in its name or in the name of its nominees.
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Mutual and General Release.
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3.1 Benacquista
hereby fully, forever, irrevocably and unconditionally releases,
remises and discharges Whole In One 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
Whole In One or its officers, directors, stockholders, affiliates,
attorneys, agents and employees, including, without limitation, any
and all claims arising out of the Stock Purchase Agreement and the
voiding thereof.
3.2 Whole In One
hereby fully, forever, irrevocably and unconditionally releases,
remises and discha
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