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EXHIBIT 5.1


                              MORGAN BEAUMONT, INC.
                            2005 STOCK INCENTIVE PLAN

SECTION 1. PURPOSE OF PLAN

         This Amended and Restated 2005 Stock Incentive Plan (this "Plan") of
Morgan Beaumont, Inc., a Nevada corporation (the "Company"), is intended to
serve as an incentive to, and to encourage stock ownership by certain employees,
directors, and outside consultants, so that they may acquire or increase their
proprietary interests in the success of the Company and to encourage them to
remain in the Company's service.

SECTION 2. PERSONS ELIGIBLE UNDER PLAN

         Any employee, consultant or director of the Company or any of its
subsidiaries or affiliates (an "Eligible Person") shall be eligible to be
considered for the grant of Awards (as hereinafter defined) hereunder. Any
director of the Company who is not an employee (a " Director") shall be eligible
to be considered for the grant of Director Options (as hereinafter defined)
pursuant to Section 10 hereof, but shall not otherwise participate in this Plan.

SECTION 3. AWARDS

         (A) The Board or the Committee (as hereinafter defined) is authorized
under this Plan to approve any type of arrangement with an Eligible Person that
is not inconsistent with the provisions of this Plan and that, by its terms,
involves or might involve the issuance of (1) shares of Common Stock, par value
$0.001 per share, of the Company or of any other class of security of the
Company which is convertible into shares of the Company's Common Stock (the
"Shares") or (2) a right or interest with an exercise or conversion privilege at
a price related to the Shares or with a value derived from the value of the
Shares, which right or interest may, but need not, constitute a "Derivative
Security," as such term is defined in Rule 16a-l promulgated under the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), as such Rule
may be amended from time to time. The entering into of any such arrangement is
referred to herein as the "grant" of an "Award."

         (B) Awards are not restricted to any specified form or structure and
may include, without limitation, grants, sales or bonuses of stock, restricted
stock, stock options, reload stock options, stock purchase warrants, other
rights to acquire stock, securities convertible into or redeemable for stock,
stock appreciation rights, limited stock appreciation rights, phantom stock,
dividend equivalents, performance units or performance shares, and an Award may
consist of one such security or benefit, or two or more of them in tandem or in
the alternative. The terms upon which an Award is granted shall be evidenced by
a written agreement executed by the Company and the Eligible Person to whom such
Award is granted.

         (C) Subject to paragraph (D)(2) below, Awards may be granted, and
Shares may be issued pursuant to an Award, for any lawful consideration as
determined by the Board or the Committee, including, without limitation,
services rendered by the Eligible Person.

         (D) Subject to the provisions of this Plan, the Board or the Committee
shall determine all of the terms and conditions of each Award granted under this
Plan, which terms and conditions shall include, among other things:

                  (1) provisions specifying the exercise or settlement price for
         any Award, or specifying the method by which such price is determined;
         provided, that the exercise or settlement price of any Award that is an
         option to acquire a Share or a right to appreciation with respect to a
         Share or a similar Award, and that is intended to qualify as
         "performance-based compensation" for purposes of Section 162(m) of the
         Internal Revenue Code of 1986, as amended (the "Code"), shall be not
         less than the fair market value of a Share on the date such Award is
         granted;

                  (2) provisions relating to the exercisability and/or vesting
         of Awards, lapse and non-lapse restrictions upon the Shares obtained or
         obtainable under Awards or under this Plan and the termination,
         expiration and/or forfeiture of Awards;


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                  (3) provisions conditioning or accelerating the grant of an
         Award or the receipt of benefits pursuant to such Award upon the
         occurrence of specified events, including, without limitation, the
         achievement of performance goals, the exercise or settlement of a
         previous Award, the satisfaction of an event or condition within the
         control of the recipient of the Award or within the control of others,
         a change of control of the Company, an acquisition of a specified
         percentage of the voting power of the Company, the dissolution or
         liquidation of the Company, a sale of substantially all of the property
         and assets of the Company or an event of the type described in Section
         7 hereof;

                  (4) provisions required in order for such Award to qualify (a)
         as an incentive stock option under Section 422 of the Code (an
         "Incentive Stock Option"), (b) as "performance based compensation"
         under Section 162(m) of the Code, and/or (c) for an exemption from
         Section 16 of the Exchange Act; and/or

                  (5) provisions restricting the transferability of Awards or
         Shares issued under Awards.

         (E) Subject to the provisions of this Plan, the purchase price of any
Award and the Award holder's tax withholding obligation (if applicable) with
respect to such Award shall be made by any one or more of the following:

                  (1) payment in full in cash, at or before the time the Company
         delivers the Shares underlying such Award;

                  (2) the delivery of other property, at or before the time the
         Company delivers the Shares underlying such Award;

                  (3) the delivery of previously owned shares of capital stock
         of the Company (including "pyramiding") at or before the time the
         Company delivers the Shares underlying such Award;

                  (4) a reduction in the amount of Shares or other property
         otherwise issuable pursuant to such Award; or

                  (5) the holder of the Award irrevocably authorizing a broker
         approved in writing by the Company to sell Shares to be acquired
         through exercise of the Award and remitting to the Company a sufficient
         portion of the sale proceeds to pay the entire exercise price and any
         federal and state withholding resulting from such exercise (a "Cashless
         Exercise"); PROVIDED, HOWEVER, that notwithstanding anything in this
         Plan to the contrary, (a) the Company shall only deliver such Shares at
         or after the time the Company receives full payment for such Shares,
         (b) the purchase price for such Shares and tax withholdings (if
         applicable) will be due and payable to the Company no later than one
         business day following the date on which the proceeds from the sale of
         the underlying Shares are received by the authorized broker, (c) in no
         event will the Company directly or indirectly extend or maintain
         credit, arrange for the extension of credit or renew any extension of
         credit, in the form of a personal loan or otherwise, in connection with
         a Cashless Exercise and (d) in no event shall the holder of the Award
         enter into any agreement or arrangement with a brokerage or similar
         firm in which the proceeds received in connection with a Cashless
         Exercise will be received by or advanced to the holder of such Award
         before the date the Shares underlying such Award are delivered or
         released by the Company.

         Notwithstanding anything in this Plan to the contrary, no Award holder
shall be permitted to pay the purchase price of the Shares underlying such
Award, or other property issuable pursuant to such Award, or such recipient's
withholding tax obligation with respect to such issuance (if applicable), in
whole or in part by the delivery of a promissory note.

         (F) Notwithstanding any provisions of this Plan to the contrary:

                  (1) payment of the purchase price for Shares underlying an
         Award and the Award holder's withholding tax obligation (if applicable)
         with respect to such Shares shall be due the date the Shares underlying
         the Award are delivered; and

                  (2) in no event shall the Company issue or deliver the Shares
         underlying an Award before the Company receives payment for such Shares
         pursuant to Section 3(E).

         (G) Notwithstanding any provisions of this Plan to the contrary, Awards
shall be deemed to be exercised when both of the following shall have occurred:


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                  (i) the delivery to the Company of a written notice of such
         exercise; and

                  (ii) payment in full of the aggregate purchase price for the
         Shares or other property issuable pursuant to such Award and any tax
         withholding obligation (if applicable) with respect to such issuance.

SECTION 4. STOCK SUBJECT TO PLAN

         (A) The aggregate number of Shares that may be issued pursuant to all
Incentive Stock Options granted under this Plan shall not exceed 4,600,000, as
amended and restated, subject to adjustment as provided in Section 7 hereof.

         (B) At any time, the aggregate number of Shares issued and issuable
pursuant to all Awards (including all Incentive Stock Options and Awards that
constitute a right or interest with an exercise or conversion privilege at a
price related to the Shares or with a value derived from the value of Shares)
granted under this Plan shall not exceed 4,600,000, as amended and restated,
subject to adjustment as provided in Section 7 hereof.

         (C) The aggregate number of Shares subject to Awards granted during any
calendar year to any one Eligible Person (including the number of shares
involved in Awards having a value derived from the value of Shares) shall not
exceed 1,200,000, subject to adjustment as provided in Section 7 hereof.

         (D) For purposes of Section 4(B) hereof, the aggregate number of Shares
issued and issuable pursuant to Awards granted under this Plan shall at any time
be deemed to be equal to the sum of the following:

                  (i) the number of Shares that were issued prior to such time
         pursuant to Awards granted under this Plan, other than Shares that were
         subsequently reacquired by the Company pursuant to the terms and
         conditions of such Awards and with respect to which the holder thereof
         received no benefits of ownership such as dividends; plus

                  (ii) the number of Shares that were otherwise issuable prior
         to such time pursuant to Awards granted under this Plan, but that were
         withheld by the Company as payment of the purchase price of the Shares
         issued pursuant to such Awards or as payment of the recipient's tax
         withholding obligation with respect to such issuance; plus

                  (iii) the maximum number of Shares that are or may be issuable
         at or after such time pursuant to Awards granted under this Plan prior
         to such time.

SECTION 5. NATURE AND DURATION OF PLAN

         (A) This Plan is intended to constitute an unfunded arrangement for a
select group of management or other key employees and consultants.

         (B) Any Awards granted under this Plan shall be granted within ten
years from the Effective Date of this Plan (as provided in Section 9) (the
"Expiration Date"). Although Shares may be issued after the Expiration Date
pursuant to Awards made prior to such date, no Shares shall be issued under this
Plan after the tenth anniversary of the Expiration Date.

SECTION 6. ADMINISTRATION OF PLAN

         (A) This Plan shall be administered by the Board or a committee of the
Board (the "Committee") consisting of two or more directors, each of whom is (i)
a " Director" (as such term is defined in Rule 16b-3 promulgated under the
Exchange Act), and (ii) with respect to any Award intended to qualify for the
"performance-based compensation" exception of Section 162(m) of the Code, is an
"outside director" within the meaning of Section 162(m) of the Code. The Board
shall have the discretion to appoint, add, remove or replace members of the
Committee, and shall have the sole authority to fill vacancies on the Committee.

         (B) Subject to the provisions of this Plan, the Board or the Committee
shall be authorized and empowered to do all things necessary or desirable in
connection with the administration of this Plan with respect to the Awards over
which the Board or such Committee has authority, including, without limitation,
the following:


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                  (1) adopt, amend and rescind rules and regulations relating to
         this Plan;

                  (2) determine which persons are Eligible Persons and to which
         of such Eligible Persons, if any, and when Awards shall be granted
         hereunder;

                  (3) grant Awards to Eligible Persons and determine the terms
         and conditions thereof, including the number of Shares subject thereto
         and the circumstances under which Awards become exercisable or vested
         or are forfeited or expire, which terms may but need not be conditioned
         upon the passage of time, continued employment, the satisfaction of
         performance criteria, the occurrence of certain events (including
         events which the Board or the Committee determine constitute a change
         of control), or other factors; (4) determine whether, and the extent to
         which adjustments are required pursuant to Section 7 hereof;

                  (5) interpret and construe any terms and conditions of, and
         define any terms used in, this Plan, any rules and regulations under
         this Plan and/or any Award granted under this Plan; and

                  (6) determine the terms and conditions of the Director Options
         that are granted hereunder, other than the terms and conditions
         specified in Section 10 hereof.

         (C) All decisions, determinations, and interpretations of the Committee
shall be final and conclusive upon any Eligible Person to whom an Award has been
granted and to any other person holding an Award.

         (D) The Committee may, in the terms of an Award or otherwise,
temporarily suspend the exercisability of an Award and/or the issuance of Shares
under an Award if the Committee determines that securities law or other
considerations so warrant.

SECTION 7. ADJUSTMENTS

         If the outstanding securities of the class then subject to this Plan
are increased, decreased or exchanged for or converted into cash, property or a
different number or kind of shares or securities, or if cash, property or shares
or securities are distributed in respect of such outstanding securities, in
either case as a result of a reorganization, merger, consolidation,
recapitalization, restructuring, reclassification, dividend (other than a
regular, quarterly cash dividend) or other distribution, stock split, reverse
stock split, spin-off or the like, or if substantially all of the property and
assets of the Company are sold, then, unless the terms of such transaction shall
provide otherwise, the Board or the Committee may make appropriate and
proportionate adjustments in (A) the number and type of shares or other
securities or cash or other property that may be acquired pursuant to Awards
theretofore granted under this Plan and the exercise or settlement price of such
Awards, (B) the aggregate number and type of shares or other securities that may
be issued pursuant to all Awards thereafter granted under this Plan, (C) the
aggregate number of Shares that may be issued pursuant to Incentive Stock
Options that may be granted under this Plan, and (D) the aggregate number of
Shares that may be subject to Awards granted during any calendar year to any one
Eligible Person; provided, however, that notwithstanding the foregoing, no
adjustment shall be made pursuant to this Section 7 to the extent that it would
(and the adjustment shall be modified appropriately so that it does not) (1)
cause an Award intended to qualify for the "performance based compensation"
exception under Section 162(m) of the Code to not so qualify, or (2) without the
consent of the Company and the holder of the Incentive Stock Option, cause an
Award intended to qualify as an Incentive Stock Option to not so qualify.

SECTION 8. AMENDMENT AND TERMINATION OF PLAN

         The Board may amend, alter or discontinue this Plan or any agreement
evidencing an Award made under this Plan, but no amendment or alteration shall
be made which would impair the rights of any Award holder, without such holder's
consent, under any Award theretofore granted; provided, that no such consent
shall be required if the Board or the Committee determines in its sole
discretion and prior to the date of any change of control (as defined, if
applicable, in the agreement evidencing such Award) that such amendment or
alteration is not reasonably likely to significantly diminish the benefits
provided under such Award, or that any such diminution has been adequately
compensated.


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SECTION 9. EFFECTIVE DATE OF PLAN

         The 2004 Stock Incentive Plan originally became effective on October 1,
2004. No shares of Common Stock in excess of 4,600,000 shares may be issued
under this Plan until this Plan, as amended and restated, has been approved,
directly or indirectly, by (a) the affirmative votes of the holders of a
majority of the securities of the Company present, or represented, and entitled
to vote at a meeting duly held in accordance with the laws of the State of
Nevada or (b) the written consent of the holders of a majority of the securities
of the Company entitled to vote. The amendments to the Plan reflected herein
became effective as of [Date] the date upon which they were approved by the
Board.

SECTION 10. DIRECTOR OPTIONS

         (A) The Board or the Committee is authorized under this Plan to grant
each Director an option (a " Director Option") to purchase up to 100,000 Shares
during a calendar year, subject to adjustment as provided in Section 7 hereof.

         (B) Each Director Option granted under this Plan shall expire upon the
first to occur of the following: (1) Twenty-four (24) months after the date upon
which the optionee shall cease to be a director of the Company; or (2) The tenth
anniversary of the Date of Grant of such Director Option.

         (C) Each Director Option shall have an exercise price equal to the
greater of (1) the aggregate fair market value on the Date of Grant of such
option of the Shares subject thereto or (2) the aggregate par value of such
Shares on such date.

         (D) All outstanding Director Options theretofore granted under this
Plan shall become fully exercisable upon the first to occur of the following:

                  (1) the date of stockholder approval of a reorganization,
         merger or consolidation of the Company as a result of which the
         outstanding securities of the class then subject to this Plan are
         exchanged for or converted into cash, property and/or securities not
         issued by the Company or by a company whose common equity holders
         immediately after such transaction consist only of persons who are
         holders of the common equity of the Company immediately before such
         transaction;

                  (2) the first date upon which the directors of the Company who
         were nominated by the Board for election as directors shall cease to
         constitute a majority of the authorized number of directors of the
         Company;

                  (3) the dissolution or liquidation of the Company; or

                  (4) the sale of all or substantially all of the property and
         assets of the Company.

SECTION 11. EXTRAORDINARY CORPORATE TRANSACTIONS.

         (A) The Committee may provide, either at the time an Award is granted
or thereafter, that a Change in Control shall have such effect as specified by
the Committee, or no effect, as the Committee in its sole discretion may
provide. Without limiting the foregoing, the Committee may but need not provide,
either at the time an Award is granted or thereafter, that if a Change in
Control occurs, then effective as of a date selected by the Committee, the
Committee (which for purposes of the Change in Controls described in (iii) and
(v) of Section 11(B) shall be the Committee as constituted prior to the
occurrence of such Change in Control) acting in its sole discretion without the
consent or approval of any Eligible Person, will effect one or more of the
following alternatives or combination of alternatives with respect to any or all
outstanding Awards (which alternatives may be conditional on the occurrence of
such of the Change in Control specified in clause (i) through (v) of Section
11(B) which gives rise to the Change in Control and which may vary among
individual Eligible Persons):

                  (1) in the case of a Change in Control specified in clauses
         (i), (ii) or (iv) of Section 11(B), accelerate the time at which Awards
         then outstanding may be exercised in full for a limited period of time
         on or before a specified date (which will permit the Eligible Person to
         participate with the Common Stock received upon exercise of such Award
         in the event of a Change in Control specified in clauses (i), (ii) or
         (iv), as the case may be) fixed by the Committee, after which specified
         date all unexercised options and all rights of Eligible Persons
         thereunder shall terminate;


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                  (2) accelerate the time at which Awards then outstanding may
         be exercised so that such Awards shall be exercisable in full for their
         then remaining term and shall be subject to assumption and/or
         adjustment pursuant to Section 7; or

                  (3) require the mandatory surrender to the Company of
         outstanding Awards held by such Eligible Person (irrespective of
         whether such Awards are then exercisable under the provisions of this
         Plan) as of a date, before or not later than sixty days after such
         Change in Control, specified by the Committee, and in such event the
         Committee shall thereupon cancel such Awards and the Company shall pay
         to each Eligible Person an amount of cash equal to the excess of the
         fair market value of the aggregate shares subject to such Award over
         the aggregate Award price of such shares.

         Notwithstanding the foregoing, with the consent of the Eligible Person,
the Committee may in lieu of the foregoing make such provision with respect of
any Change in Control as it deems appropriate.

         (B) For purposes of this Plan and Awards granted under this Plan, the
term "Change in Control" shall mean (i) any merger or consolidation in which the
Company shall not be the surviving entity (or survives only as a subsidiary of
another entity whose shareholders did not own all or substantially all of the
Company's Common Stock immediately prior to such transaction), (ii) the sale of
all or substantially all of the Company's assets to any other person or entity
(other than a wholly-owned subsidiary), (iii) the acquisition of beneficial
ownership or control of (including, without limitation, power to vote) more than
50% of the outstanding shares of Common Stock by any person or entity (including
a "group" as defined by or under Section 13(d)(3) of the Exchange Act), (iv) the
dissolution or liquidation of the Company, (v) a contested election of
directors, as a result of which or in connection with which the persons who were
directors of the Company before such election or their nominees cease to
constitute a majority of the Board, or (vi) any other event specified by the
Committee, regardless of whether at the time an Award is granted or thereafter.

SECTION 12. COMPLIANCE WITH OTHER LAWS AND REGULATIONS

         This Plan, the grant and exercise of Awards thereunder, and the
obligation of the Company to sell and deliver shares under such Awards, shall be
subject to all applicable federal and state laws, rules and regulations and to
such approvals by any governmental or regulatory agency as may be required. The
Company shall not be required to issue or deliver any certificates for shares of
Common Stock prior to the completion of any registration or qualification of the
Shares under any federal or state law or issuance of any ruling or regulation of
any government body which the Company shall, in its sole discretion, determine
to be necessary or advisable.

SECTION 13. NO RIGHT TO COMPANY EMPLOYMENT

         Nothing in this Plan or as a result of any Award granted pursuant to
this Plan shall confer on any individual any right to continue in the employ of
the Company or interfere in any way with the right of the Company to terminate
an individual's employment at any time. The agreement evidencing an Award may
contain such provisions as the Committee may approve with respect to the effect
of approved leaves of absence.

SECTION 14. LIABILITY OF COMPANY
     The Company and any affiliate which is in existence or hereafter comes into
 existence shall not be liable to an Eligible Person or other persons as to:

         (A) The non-issuance or sale of Shares as to which the Company has been
unable to obtain from any regulatory body having jurisdiction the authority
deemed by the Company's counsel to be necessary to the lawful issuance and sale
of any Shares hereunder; and

         (B) Any tax consequence expected, but not realized, by any Eligible
Person or other person due to the issuance, exercise, settlement, cancellation
or other transaction involving any Award granted hereunder.

SECTION 15. GOVERNING LAW

         This Plan and any Awards and agreements hereunder shall be interpreted
and construed in accordance with the laws of the State of Florida and applicable
federal law.


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