Exhibit 10.10


    Exhibit
      10.10

     

    MORGAN
      BEAUMONT, INC.

     

    AMENDED
      EMPLOYMENT AGREEMENT

     

    THIS
      EMPLOYMENT AGREEMENT
      (hereinafter "Agreement") made and entered into effective as at the 1st day
      of
      October, 2005, by and between MORGAN
      BEAUMONT INC., a
      Florida
      Corporation (hereinafter referred to as the "Company") and
      CLIFFORD WILDES,
      a
      Florida resident (hereinafter referred to as the "Executive"). 

     

    W
      I T N E S S E T H:

     

    WHEREAS,
      Company
      is engaged in the operation, management and sales of products and
      services;

     

    WHEREAS,
      the
      parties are desirous of entering into an Employment Agreement to replace the
      agreement between the parties dated April 1, 2004: and

     

    NOW,
      THEREFORE,
      in
      consideration of the mutual promises contained herein, and for other good and
      valuable consideration the receipt and adequacy of which is hereby acknowledged,
      the parties hereto agree as follows:

     

    1.  RECITALS

     

    The
      foregoing recitals are true and correct in every respect and are incorporated
      by
      reference herein.

     

    2.  DEFINITIONS

     

    
      	a.  	
              "Board"
                shall refer to the Board of Directors of
                Company.

            


    

     

    
      	b.  	
              "Disability"
                or "Disabled" shall mean a physical or mental impairment that prevents
                Executive from performing the essential functions of his job on a
                permanent basis.

            


    

     

    
      	c.  	
              “Gross
                Revenue” shall mean all income of Company derived from the sale of goods
                or services, less refunds or returns, for any fiscal year of
                Company.

            


    

     

    
      	d.  	
              “Margin”
                shall be defined as Profit expressed as a percentage of Gross
                Revenue.

            


    

     

    
      	e.  	
              “Option”
                shall mean a written document authorizing the purchase of stock of
                Company, at a specified price, for a defined period of time.
                

            


    

     

    
      	f.  	
              “Profit”
                shall mean net profits, after all business expenses have been deducted
                (including salaries and benefits), before taxes, for any fiscal year
                of
                Company.

            


    

     

    3.  DUTIES
      AND DEVOTION OF EFFORTS

     

    
      	a.  	
              Duties.
                Company hereby employs Executive as the Chief Executive Officer
                (hereinafter referred to as “CEO”). As CEO, Executive shall perform all
                duties and administrative tasks ordinarily performed by a chief executive
                officer of a similar business and other duties reasonably assigned
                to him
                by the Board of Directors (hereinafter the "Board") to the extent
                permitted under law, including the Securities Laws of the United
                States,
                and applicable canons of professional ethics and which may reasonably
                be
                accomplished under the terms set forth herein. Company is aware that
                Executive has other business interests that may from time to time
                require
                some of his time. 

            


    

     

    
      	b.  	
              Devotion
                of Effort.
                Executive hereby accepts such employment and agrees to devote his
                best
                profes-sional efforts to the interests of Company as described herein.
                Executive agrees to faithfully observe and abide by all rules, regulations
                and Bylaws of Company which are in force and which are brought to
                his
                attention. During the term of the Agreement, Executive shall conduct
                himself in a manner befitting his position as a professional corporate
                Executive. 

            


    

     

    
      	c.  	
              Change
                of Position.
                In the event Company requires Executive to change positions within
                Company
                or assume other roles within Company, or if Executive elects to become
                Chairman of the Board of Directors and relinquish his duties as CEO,
                the
                provisions of this Agreement shall remain in force, except that the
                description of Duties hereunder shall be amended by
                Company.

            


    

     

    4.  TERM
      OF EMPLOYMENT

     

    
      	a.  	
              Term.
                Company hereby employs Executive for the period commencing on October
                1,
                2005, and ending on September 30, 2007 ("Initial
                Term").

            


    

     

    5.  COMPENSATION

     

    During
      each Term hereof, Company shall provide the following to Executive:

     

    
      	a.  	
              Base
                Salary.
                Executive’s Annual Base Salary shall
                be:

            


    

     

    
      	(i)  	
              for
                the period ending September 30, 2006,
                $205,000;

            


    

     

    
      	(ii)  	
              September
                30, 2007, $225,000.

            


    

     

    


    The
      Base
      Salary shall be paid in accordance with Company’s uniform payroll
      procedures.

     

    
      	b.  	
              Bonus.
                Executive’s Bonus shall be paid as set forth on Schedule
                5(b).

            


    

     

    
      	c.  	
              Non-Cash
                Compensation.
                Company shall provide Executive with non-cash compensation as set
                forth on
                Schedule 5(c).

            


    

     

    
      	d.  	
              Membership
                Fees.
                Company shall provide membership (to include dues, initiation and
                other
                fees, and other expenses) in such associations and organizations
                as may
                hereinafter be approved by the Board of Directors of Company or its
                designee, as an aid to carrying out his duties and responsibilities
                for
                Company. 

            


    

     

    
      	e.  	
              Benefits.
                Company shall provide Executive with health insurance and disability
                insurance (which shall be sufficient to cover the Base Salary for
                the term
                of the Agreement or the Maximum available for the term of the Agreement,
                whichever is less). In addition, Company will provide Executive with
                all
                of the employee benefits now or hereafter approved by Company for
                any
                officer, including, but not limited to, 401(k) plan or life
                insurance.

            


    

     

    
      	f.  	
              Automobile.
                A
                car allowance of $750 a month, plus reimbursement of all business
                related
                gasoline receipts for Executive.

            


    

     

    
      	g.  	
              Miscellaneous
                Expenses.
                Executive's travel, occupational licenses, cell phone expense, promotional
                and entertainment expenses, and all other related
                expenses.

            


    

     

    
      	h.  	
              Leave.
                Other than as stated herein, use of leave and observation of holidays
                shall be subject to Company policies which may change from time to
                time.
                

            


    

     

    
      	i.  	
              Vacation.
                Executive shall receive 6 weeks of paid Vacation per year, which
                shall
                carry over from year to year, and shall be paid in full upon Executive’s
                separation from employment for any reason.


            


    

     

    
      	ii.  	
              Sick
                Leave.
                Executive shall receive 8 days of paid Sick Leave per year, which
                may be
                used due to health issues of Executive or his immediate family. Unused
                sick leave is forfeited upon separation for any reason. Sick Leave
                may not
                be exchanged for compensation. In the event Executive uses all accrued
                Sick Leave, Executive may use any accrued Professional Development
                Time to
                care for his own illness or the illness of a member of his immediate
                family.

            


    

     

    
      	i.  	
              D
                & O Insurance.
                Company shall provide Director’s and Officer’s Insurance equal to or
                greater than that provided on the Effective Date of this
                Agreement.

            


    

     

    
      	j.  	
              Compensation
                Upon Sale, Merger or Other Consolidation.
                If Company is sold, merged, consolidated or enters into any other
                transaction whereby a majority of control is transferred as defined
                by the
                Securities and Exchange reporting rules, (collectively, a “Change of
                Control”), Executive shall receive upon the close of any such transaction,
                in addition to any other sums due hereunder, the greater of $750,000
                cash
                or an amount equal to 7.5% of any sale price above
                $25,000,000.

            


    

     

    
      	k.  	
              Professional
                Development Time.
                Executive shall be entitled to a period of twenty (20) days per year
                of
                Professional Development Time to attend conventions or continuing
                education seminars or any other reason approved by CEO. There shall
                be no
                carryover of such time from year to year. No compensation shall be
                paid to
                Executive for any unused Professional Development Time upon termination
                of
                employment. 

            


    

     

    6.  EXECUTIVE
      EXPENSES

     

    Executive
      shall not be responsible for the payment of any approved expenses incurred
      in
      connection with his employment with Company if such expenses are not paid by
      Company. 

     

    7.  TERMINATION
      OF EMPLOYMENT

     

    
      	a.  	
              Termination.
                Either party may terminate this Agreement at the expiration of any
                Term by
                delivering a written notice of non-renewal to the other party at
                least 60
                days prior to the expiration of such Term. Failure to provide such
                notice
                will result in an automatic renewal as set forth
                herein.

            


    

     

    
      	b.  	
              Termination
                of Employment by Company "For Cause".
                Company may immediately terminate this Agreement For Cause, as defined
                below, upon delivery of a written notice of For Cause Termination
                to
                Executive. For Cause shall mean upon the occurrence of any of the
                following events:

            


    

     

    
      	(i)  	
              Executive’s
                gross negligence or material and bad faith breach of this Agreement
                after
                reasonable prior written notice from Company specifying the nature
                of the
                alleged breach or failure and warning of the consequences of a failure
                to
                correct or a repeated incident; or

            


    

     

    
      	(ii)  	
              Executive
                is convicted of, or pleads guilty or no contest to, any crime punishable
                as a felony or embezzlement or fraud;
                or

            


    

     

    
      	(iii)  	
              Executive
                engages in immoral or dishonest acts which materially and negatively
                affect Company.

            


    

     

    
      	c.  	
              Termination
                Not For Cause. 
                Company may terminate Executive’s employment without cause by delivering
                notice of termination without cause to Executive. In the event Executive
                is demoted in a demotion approved by the Board of Directors of Company,
                then, if Executive does not consent to such demotion, then Executive’s
                employment hereunder shall be considered terminated by Company without
                cause.

            


    

     

    
      	d.  	
              Death
                or Disability.
                The employment relationship between Company and Executive shall
                automatically terminate upon the death or total disability of Executive.
                Such a termination shall be considered a for cause termination of
                employment, except that Base Salary through the date of termination,
                any
                Options vested through the date of termination and any Bonus which
                has
                been earned but not yet paid (if such event of termination is subsequent
                to September 30 of any calendar year, but before the third Bonus
                installment has been paid) shall be paid by Company to Executive
                or
                Executive’s estate, as appropriate. In addition, Executive shall be
                entitled to be paid the pro-rated portion of any Bonus which would
                have
                been earned for the fiscal year in which the event of termination
                occurs,
                within 90 days of the date of determination of the Bonus, and to
                immediate
                vesting of any Options due to vest in the fiscal year of Company
                in which
                the death or disability occurs..

            


    

     

    
      	e.  	
              Voluntary
                Termination.
                Executive may voluntarily terminate this Agreement and employment
                relationship by giving sixty (60) days written notice to the other
                party.

            


    

     

    
      	f.  	
              Compensation
                Upon Termination.
                

            


    

     

    
      	i.  	
              Should
                Executive be involuntarily terminated by Company without cause, such
                person shall be entitled to be paid Base Salary for the 12 month
                period
                subsequent to termination (such 12 months to begin at the date notice
                of
                termination is given) in accordance with standard Company payroll
                procedures and shall be entitled to immediately vest any Options
                which
                would have vested in the 12 month period subsequent to termination.
                

            


    

     

    
      	ii.  	
              Notwithstanding
                the foregoing, should Executive’s employment be terminated by Company or
                by Executive for any other reason, Company shall pay to executive
                an
                amount equal to 2 months severance salary for each completed full
                year of
                employment. A year of employment shall be considered 365 days. Partial
                years will not be compensated. Employment shall be considered the
                total
                time the Executive has been employed fulltime at the Company or its
                predecessors. In no event shall the severance compensation paid under
                this
                Section 7(f)(ii) exceed 6 months
                compensation.

            


    

     

    
      	iii.  	
              In
                the event of a termination of employment for any reason, Executive
                shall
                be entitled to receive any Bonus which has been earned by not yet
                paid (if
                such termination is subsequent to September 30 of any calendar year
                but
                before the third Bonus installment is paid).


            


    

     

    
      	iv.  	
              Company
                shall not make any other payments to or on behalf of Executive, whether
                in
                the form of bonuses, severance, paid time off, profit sharing
                contributions, or otherwise. Executive agrees that in the event of
                termination, Executive is not entitled to unemployment compensation
                and
                will not seek unemployment compensation.


            


    

     

    8.  NOTICE

     

    Any
      and
      all notices, requests, demands, directions or other communications required
      or
      permitted hereunder shall be in writing and shall be deemed to have been given
      or made when personally delivered or mailed by registered or certified mail,
      postage prepaid, return receipt requested, addressed as follows or to such
      other
      address as the party to whom the same is intended shall have specified in
      conformity with the foregoing:

     

    


    As
      to
      Company: Morgan
      Beaumont Inc.

    6015
      31st
      Street
      East, Suite 101

    Bradenton,
      FL 34203

    Attn:
      Clifford Wildes, CEO

    


    As
      to
      Executive: Clifford
      Wildes

    6015
      31st
      Street
      East, Suite 101

    Bradenton,
      FL 34203

    (or
      such
      other address as may be provided by Executive in writing).

    


    


    9.  INDEMNITY.
      

     

    
      	a.  	
              Executive
                shall indemnify and hold Company harmless from and against any and
                all
                claims
                or actions brought by any person or from liabilities, losses, damages,
                costs, penalties and expenses, including but not limited to attorneys’
                fees, costs and interest incurred by counsel of Company's choice,
                which
                may be sustained or incurred at any time by reason
                of:

            


    

     

    
      	(i)  	
              Executive's
                failure to perform the services, responsibilities and duties set
                out in
                this Agreement; or

            


    

     

    
      	(ii)  	
              Executive’s
                gross negligence or willful misconduct in performing or failing to
                perform
                any service within the scope of Executive's employment under this
                Agreement; or

            


    

     

    
      	(iii)  	
              Violations
                of the prohibitions of criminal statutes under federal or state law;
                or

            


    

     

    
      	(iv)  	
              Violations
                of the prohibitions of civil statutes or regulations under federal
                or
                state law (other than those involving simple or ordinary
                negligence).

            


    

     

    
      	b.  	
              Company
                shall indemnify and hold Executive harmless from and against
                any and all claims
                or actions brought by any person or from liabilities, losses, damages,
                costs, penalties and expenses, including but not limited to attorneys’
                fees, costs and interest incurred by counsel of Company's choice,
                which
                may be sustained or incurred at any time by reason of Executive’s
                Performance of the services, responsibilities and duties set out
                in this
                Agreement, except as otherwise set forth in Article 9a
                hereof.

            


    

     

    


    10.  CONFIDENTIALITY.
      Executive shall keep confidential and not use or disclose to others, except
      as
      expressly consented to in writing by Company or as required by applicable
      federal, state and local laws and regulations, any secrets or confidential
      technology, proprietary information, customer lists, or trade secrets of
      Company, or any matter, formula, technique or thing ascertained by Executive
      through association with Company, the use or disclosure of which matter or
      thing
      might reasonably be construed to be contrary to the best interests of Company.
      Executive further agrees that upon termination of this Agreement, Executive
      shall neither take nor retain, without prior written authorization from Company,
      any papers, patient lists, fee books, records, files, or other documents or
      copies thereof or other confidential information or formula of any kind
      belonging to Company pertaining to its clients, business, sales, financial
      condition, or products. Without limiting other possible remedies to Company
      for
      the breach of this covenant, Executive agrees that an injunction or other
      equitable relief shall be available to enforce this covenant, and such relief
      to
      be without the necessity of posting a bond, cash or otherwise. The parties
      specially agree that confidential information does not include information
      that
      (i) is or becomes available to the public other than as a result of a disclosure
      by Executive, (ii) was within Executive’s possession prior to the information
      being furnished to it by Company, during their term of employment with Company,
      or (iii) becomes available to Executive on a non-confidential basis and lawfully
      from a source other than Company, provided that such other source is not bound
      by a confidentiality agreement with Company.

     

    11.  NON
      COMPETITION.

     

    
      	a.  	
              Executive
                agrees that while Executive continues to be employed by Company and
                for a
                period of two (2) years following termination of employment, for
                any
                reason, and for one (1) year upon expiration of this Agreement if
                this
                Agreement is not earlier terminated, Executive will not directly
                or
                indirectly:

            


    

     

    
      	(i)  	
              Solicit
                or contact any clients, potential clients or candidates, except on
                behalf
                of Company, or to persuade clients, potential clients or candidates
                to
                cease to do business with Company or to reduce the amount of business
                with
                Company;

            


    

     

    
      	(ii)  	
              Employ
                or retain, or attempt to employ or retain, or assist anyone else
                to employ
                or retain any person who is then, or at any time during the preceding
                year, an Executive of Company;

            


    

     

    
      	(iii)  	
              Compete
                with the business of Company;

            


    

     

    
      	(iv)  	
              Engage
                in, or be involved in any way, in any undertaking or activities,
                or be
                employed by or have an ownership interest in any business or enterprise
                whose business is similar to that of
                Company;

            


    

     

    
      	(v)  	
              Disclose
                to anyone, any confidential information, trade secrets or client
                lists, or
                utilize such confidential information, trade secrets or client lists
                for
                Executive’s own benefit, or for the benefit of any third parties. Both
                during and after the term of Executive’s employment with Company,
                Executive agrees not to use, reveal, report, publish, disclose or
                transfer, directly or indirectly, any of the confidential information
                for
                any purpose except as required in Executive’s duties for Company or with
                the prior written authorization of
                Company;

            


    

     

    
      	(vi)  	
              Utilize
                any of the business plans or methods used by Company, except as an
                Executive of Company in furtherance of Executive’s job duties with
                Company.

            


    

     

    
      	(vii)  	
              Undertake
                any illegal activities or any acts that are not in the best interests
                of
                Company.

            


    

     

    
      	b.  	
              For
                the purposes of this Agreement, the term “confidential information” shall
                mean all of the following materials and information (whether or not
                reduced to writing and whether or not patentable or subject to protection
                by a copyright) to which Executive receives access or which Executive
                develops, in whole or in part, as a direct or indirect result of
                Executive’s employment with Company or in the course of Executive’s
                employment with Company or through the use of any of Company’s facilities
                or resources and shall include, but not be limited to: (i) computer
                software, product specifications, contract forms, pricing policies,
                clients, client lists, client and candidate requirements, suppliers,
                supplier lists, personnel data, production processes, business and
                marketing plans, or strategies, financial performance and projections,
                cost data, and other materials or information relating to the manner
                in
                which Company does business; (ii) intellectual property, discoveries,
                concepts and ideas, and the embodiment thereof, including, without
                limitation, the nature and results of research and development activities,
                processes, formulas, techniques, “know-how”, designs, drawings and
                specifications; (iii) any other materials or information related
                to the
                business or activities of Company which are not generally known to
                others
                engaged in similar businesses or activities; (iv) all inventions;
                and (v)
                ideas which are derived from or related to Executive’s access to or
                knowledge of any of the above enumerated materials and
                information.

            


    

     

    
      	c.  	
              Executive
                agrees that the “confidential information” is and shall at all times
                remain the sole and exclusive property of Company and that any of
                the
                “confidential information” produced by Executive shall be considered work
                for hire and the exclusive property of
                Company.

            


    

     

    
      	d.  	
              Since
                Company conducts business throughout the United States and World,
                the
                prohibitions of the preceding paragraph shall apply in and throughout
                the
                United States and World.

            


    

     

    
      	e.  	
              Failure
                of any party at any time to insist upon strict performance of a condition,
                promise, agreement, or understanding set forth herein, shall not
                be
                construed as a waiver or relinquishment of the right to insist upon
                strict
                performance of such condition, promise, agreement or understanding
                at a
                future time.

            


    

     

    
      	f.  	
              The
                parties agree that Company may assign this Agreement, and any
                successor-in-interest shall have the right to full enforcement of
                this
                Agreement.

            


    

     

    
      	g.  	
              The
                parties hereto agree that a breach of this Agreement by Executive
                would
                cause damages that are not readily ascertainable. The remedies under
                this
                Agreement include but are not limited to, temporary and permanent
                injunctions, actual damages and any other appropriate remedies at
                law and
                in equity.

            


    

     

    
      	h.  	
              In
                the event this Agreement is terminated without cause by Company,
                the
                length of the non-competition period will be two (2) years or a period
                equal to one (1) year following the date the term of this Agreement
                would
                have expired had not the termination without cause occurred, whichever
                is
                longer.

            


    

     

    


    12.  RESTRICTIONS
      ON SALE OF STOCK.

     

    Upon
      termination of this agreement or of Executive’s employment for any
      reason:

     

    
      	a.  	
              Executive
                may sell no more then 3% of Executive’s total holdings of stock and option
                in the Company, as defined by the Securities and Exchange Commission
                and
                measured as of the date of termination, each month for a period of
                6
                consecutive months;

            


    

     

    
      	b.  	
              Following
                the initial six months, Executive may sell no more then 10% of Executive’s
                total holdings of stock and options each month for a period of 6
                consecutive months; 

            


    

     

    
      	c.  	
              All
                such sales shall be I accordance with all Securities and Exchange
                Commission and NASD requirements and
                regulations;

            


    

     

    
      	d.  	
              Executive
                shall be responsible for the preparation and filing of all documents
                required by the Securities and Exchange
                Commission;

            


    

     

    
      	e.  	
              Executive
                shall seek his own personal SEC attorney opinions with respect to
                any
                Securities and Exchange Commission and NASD requirements or
                filings;

            


    

     

    
      	f.  	
              At
                the election of the Company and upon 30 days’ notice to executive given
                within 30 days’ following the Executive’s termination of employment, the
                Company or its designee, shall have the right to purchase, at private
                sale, up to 100% of the remaining stock and options of Executive
                at the
                then current market price less 20%;
                and

            


    

     

    
      	g.  	
              Should
                there be an acquisition or merger of the Company and/or material
                change in
                control which could be considered an acquisition and/or merger, the
                stock
                sale restrictions set forth above portion shall terminate ad of the
                date
                the shareholders of the Company are given notice of such
                Sale.

            


    

     

    


    13.  MISCELLANEOUS
      PROVISIONS.

     

    
      	a.  	
              Florida
                Law and Venue.
                This Agreement shall be governed by and construed and enforced in
                accordance with the laws of the State of Florida. If any action,
                suit or
                proceeding is instituted as a result of any matter or thing affecting
                this
                Agreement, the parties hereby designate Sarasota County, Florida,
                as the
                proper jurisdiction and the venue in which same is to be
                instituted.

            


    

     

    
      	b.  	
              No
                Presumption.
                The fact that the first (or later) draft of this Agreement was prepared
                by
                counsel for either party shall create no presumptions and specifically
                shall not cause any ambiguities to be construed against the other
                party.

            


    

     

    
      	c.  	
              Headings.
                The Paragraph headings contained herein are for reference purposes
                only
                and shall not in any way affect the meaning and interpretation of
                this
                Agreement.

            


    

     

    
      	d.  	
              Binding
                Effect.
                This Agreement shall be legally binding upon and shall operate for
                the
                benefit of the parties hereto, their respective heirs, personal and
                legal
                representatives, transferees, successors, assigns and
                beneficiaries.

            


    

     

    
      	e.  	
              Entire
                Agreement.
                This Agreement contains the entire agreement of the parties hereto
                with
                respect to the subject matter addressed herein, and all prior
                understandings and agreements, whether written or oral, between and
                among
                the parties hereto relating to the subject matter of this Agreement
                are
                merged in this Agreement. Each party specifically acknowledges, represents
                and warrants that they have not been induced to sign this Agreement
                by any
                belief that the other will waive or modify the provisions of this
                Agreement in the future.

            


    

     

    
      	f.  	
              Severability.
                The invalidity or unenforceability of any particular provision of
                this
                Agreement shall not affect the other provisions hereof, and this
                Agreement
                shall be construed in all respects as if such invalid or unenforceable
                provisions were omitted.

            


    

     

    
      	g.  	
              Counterparts.
                This Agreement may be signed and executed in one or more counterparts,
                each of which shall be deemed an original and all of which together
                shall
                constitute one agreement.

            


    

     

    
      	h.  	
              Non
                Assignable.
                This Agreement, or any provision thereof, being in the nature of
                personal
                services, may not be assigned nor duties delegated to any other person
                or
                entity and any such purported assignment or delegation is void
                ab
                initio.

            


    

     

    
      	i.  	
              Modification.
                This Agreement may only be modified in writing and signed by each
                of the
                parties hereto.

            


    

     

    
      	j.  	
              Plural
                and Gender.
                Whenever used herein, the singular number shall include the plural,
                the
                plural the singular, and the use of any gender shall be applicable
                to all
                genders.

            


    

     

    
      	k.  	
              Survival.
                All representations, warranties and provisions hereof without limitation
                shall survive the termination of this Agreement, the liquidation
                or
                dissolution of the Corporation, if any, and shall thereby continue
                in full
                force and effect at all times
                hereafter.

            


    

     

    
      	l.  	
              No
                Waiver of Breach.
                The waiver or inaction by either party hereto of a breach of any
                condition
                of this Agreement by the other party shall not be construed as a
                waiver of
                any subsequent breach by such party, nor shall it constitute a waiver
                of
                that party's rights, actual or inherent. The failure of any party
                hereto
                in any instance to insist upon a strict performance of the terms
                of this
                Agreement or to exercise any option herein shall not be construed
                as a
                waiver or a relinquishment in the future of such term or option,
                but that
                the same shall continue in full force and
                effect.

            


    

     

    
      	m.  	
              Merger.
                All prior agreements, discussions or matters heretofore pending between
                the parties, unless specifically referred to herein, have been merged
                into
                this Agreement and no claim or assertion based upon agreements, purported
                or otherwise, not herein contained shall be binding or enforceable
                by
                either party.

            


    

     

    
      	n.  	
              Non-Disclosure.
                Executive shall execute such non-disclosure agreement with respect
                to
                confidential information of Company as is required of all executive
                staff
                of Company. Executive shall see that such non-disclosure agreements
                are
                executed by all executive staff as a condition of continued
                employment.

            


    

     

    
      	o.  	
              Attorneys'
                Fees and Costs.
                If it should become necessary for any party to institute legal action
                to
                enforce the terms and conditions of this Agreement, the prevailing
                party
                shall be entitled to reasonable attorneys' fees and costs incurred
                in
                connection therewith.

            


    

     

    
      	p.  	
              Waiver
                of Jury Trial.
                To
                the extent permitted by law, in the event of a dispute between the
                parties, Executive and Company hereby elect to have a judge rather
                than a
                jury resolve any future disputes and hereby waive a trial by jury
                of any
                and all issues arising in any action or proceeding relating to this
                Agreement or to their employment relationship.  However,
                for additional clarity, the following is a list of some of the types
                of
                claims included in this Waiver of Jury Trial: all claims in tort
                (for
                negligent or intentional acts), in contract (whether verbal or written),
                by statute, for constitutional
                violation, for wrongful discharge, discrimination, harassment,
                retaliation, or claims of personal injury, for
                compensatory, punitive, or other damages, expenses, reimbursements,
                or
                costs of any kind, including but not limited to, any and all claims,
                demands, rights, and/or causes of action arising out of their relationship
                from the beginning of time until the end of time. The
                Parties understand that the right to a trial by jury is a constitutional
                right and that this election to have a judge determine any claim,
                rather
                than a jury, is a voluntary choice.


            


    

     

    IN
      WITNESS WHEREOF,
      the
      parties hereto have executed this Agreement as of the date first above
      written.

     

    MORGAN
      BEAUMONT INC.

    


    BY:
      /s/
      Theodore Misiewicz

    As
      its Chief
      Financial Officer

    


    EXECUTIVE:

    


    BY:
      /s/
      Clifford Wildes

    JLM-609513.6                
      CLIFFORD WILDES


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    SCHEDULE
      5(b)

    


    Annual
      Bonus

    


    


    Executive
      shall each be entitled to a bonus per year for the Term of this agreement as
      follows:

    


     

    
      	A.  	
              In
                the event Company’s annual (fiscal year) Gross Revenue exceeds $10,000,000
                and Company realizes a Margin of twenty percent (20%) or more during
                such
                time, Executive shall be entitled to a bonus equal to three percent
                (3.0%)
                of that fiscal year’s Profit.

            


    

     

    
      	B.  	
              In
                the event Company’s annual (fiscal year) Gross Revenue is less than
                $10,000,000 or Company realizes a Margin of less than twenty percent
                (20%)
                during any fiscal year, Executive shall be entitled to a bonus equal
                to
                two and one-half percent (2.5%) of that fiscal year’s
                Profit.

            


    

     

    
      	C.  	
              The
                specific bonus amount shall be determined no later than thirty (30)
                days
                after the end of each fiscal year (September 30th)
                and shall be due and payable to Executive in three equal installments,
                the
                first due within thirty (30) business days after the date of
                determination, the second due within sixty (60) days after the date
                of
                determination, and the third due, subject to adjustment as provided
                below,
                within ninety (90) days following the date of determination. If the
                annual
                audit by Company’s auditors shows a Profit different from that previously
                determined by Company, then an adjustment shall be made to the third
                payment and Executive shall be paid or shall repay the difference
                (if the
                third installment is insufficient to meet the shortfall), as the
                case may
                be, and any repayment by Executive be made within ten (10) business
                days
                thereafter. All payments of bonus by Company will be subject to cash
                availability.

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    SCHEDULE
      5(c)

    


    Stock
      Options

    


    


    Executive
      shall be issued Options directly from Company (the “Options”):

    


    812,500
      Options at $0.20; vested as of September 30, 2006.

    


    All
      Options issued hereunder shall immediately vest in the event of a Change of
      Control as defined herein.