Exhibit 10.13


    Exhibit
      10.13

     

    Morgan
      Beaumont, Inc. 

    2004
      Amended STOCK INCENTIVE PLAN

     

    Section
      1. PURPOSE OF PLAN

     

    This
      Amended and Restated 2004 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;

     

    (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:

     

    (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 15,000,000, 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 15,000,000, 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:

     

    (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.

     

    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 15,000,000 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;

     

    (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.