<PAGE>


                                  EXHIBIT 4.3.

                                ESCROW AGREEMENT
                                ----------------

         THIS ESCROW AGREEMENT (this "Agreement") is entered into as of November
20, 2004, between Morgan Beaumont, Inc., a Nevada corporation (the "Company")
and Boyd & Chang, LLP, a limited liability partnership ("B&C"), with reference
to the following.

                                    RECITALS
                                    --------

         A. Various investors (the "Investors") desire to purchase shares of the
Company's common stock pursuant to the terms of these certain Securities
Purchase Agreement and related documents.

         B. The Investors desire to place funds in B&C's general attorney client
trust account, to be held until their respective subscriptions for shares are
accepted by the Company or until the Company or the investors request in writing
that the funds be returned to the Investors.

         C. The Company acknowledges that B&C is a law firm, which has and
continues to represent the interests of the Company, and is not an independent
third party.

         D. B&C desires to facilitate the disposition of the Funds in escrow in
accordance with the mutual instructions of the Company, solely as an
accommodation to the Company.

                                    AGREEMENT
                                    ---------

         NOW, THEREFORE, in consideration of the foregoing premises, the
provisions set forth below, and other good and valuable consideration, the
parties agree as follows.

         1. DEPOSIT OF FUNDS. Pursuant to the Securities Agreement to be
executed by each Investor, Investor will, from time to time (which may be before
or after the initial closing), deposit amounts with B&C (the "ESCROW FUNDS"),
and B&C agrees to hold the Escrow Funds in its general attorney client trust
account established (the "ESCROW ACCOUNT"), and to administer the Escrow Funds
in accordance with the terms of this Agreement. No interest will be earned on
the Escrowed Funds.

         2. RELEASE FROM TRUST ACCOUNT.

                   (a) At such time as the Investors have delivered the
subscription proceeds to B&C for deposit into the Escrow Account and all other
conditions to closing pursuant to the Securities Purchase Agreement, have been
satisfied or waived or, upon joint written notice thereof from the Issuer and
the Investors, B&C shall release all amounts then deposited as Escrow Funds to
the Company.

                   (b) Any amounts deposited in the Escrow Account following the
initial closing shall be held in escrow as Escrow Funds pursuant to the terms
hereof, until the next subsequent closing for the issuance of Shares. Upon
written notice thereof from the Company, B&C shall release all amounts then
deposited as Escrow Funds to the Company.

                                      -1-
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         3. CONCERNING B&C.

                  (a) Each of the Company and the Investors acknowledges and
agrees that B&C (i) shall not be responsible for any of the agreements referred
to or described herein, or for determining or compelling compliance therewith,
and shall not otherwise be bound thereby, (ii) shall be obligated only for the
performance of such duties as are expressly and specifically set forth in this
Agreement on its part to be performed, each of which is ministerial (and shall
not be construed to be fiduciary) in nature, and no implied duties or
obligations of any kind shall be read into this Agreement against or on the part
of B&C, (iii) shall not be obligated to take any legal or other action hereunder
which might in its judgment involve or cause it to incur any expense or
liability unless it shall have been furnished with acceptable indemnification,
(iv) may rely on and shall be protected in acting or refraining from acting upon
any written notice, instruction (including, without limitation, wire transfer
instructions, whether incorporated herein or provided in a separate written
instruction), instrument, statement, certificate, request or other document
furnished to it hereunder and believed by it to be genuine and to have been
signed or presented by the proper person, and shall have no responsibility for
making inquiry as to or determining the genuineness, accuracy or validity
thereof, or of the authority of the person signing or presenting the same, and
(v) may consult counsel satisfactory to it, including in-house counsel, and the
opinion or advice of such counsel in any instance shall be full and complete
authorization and protection in respect of any action taken, suffered or omitted
by it hereunder in good faith and in accordance with the opinion or advice of
such counsel. Documents and written materials referred to in this paragraph
include, without limitation, e-mail and other electronic transmissions capable
of being printed, whether or not they are in fact printed; and any such e-mail
or other electronic transmission may be deemed and treated by B&C as having been
signed or presented by a person if it bears, as sender, the person's e-mail
address.

                  (b) B&C shall have no more or less responsibility or liability
on account of any action or omission of any book-entry depository, securities
intermediary or other subescrow agent employed by B&C than any such book-entry
depository, securities intermediary or other subescrow agent has to B&C, except
to the extent that such action or omission of any book-entry depository,
securities intermediary or other subescrow agent was caused by B&C's own gross
negligence or willful misconduct in breach of this Agreement.

                  (c) Notwithstanding any term appearing in this Agreement to
the contrary, in no instance shall B&C be required or obligated to distribute
any Escrow Funds (or take other action that may be called for hereunder to be
taken by B&C) sooner than two (2) business days after (i) it has received the
applicable documents required under this Agreement in good form, or (ii) passage
of the applicable time period (or both, as applicable under the terms of this
Agreement), as the case may be.

                  (d) All deposits and payments hereunder, or pursuant to the
terms hereof shall be in U.S. dollars.

                                      -2-
<PAGE>

                  (e) B&C is not acting as counsel for the Investors and no
attorney client relationship shall exist between B&C and the Investors. The
Investors are instructed to obtain their own separate counsel.

         4. MAINTENANCE OF ESCROW FUNDS. The Escrowed Funds shall be deposited
in an attorney-client trust account which will be commingled with other trust
funds. The Company and the Investors acknowledge that the Escrowed Funds may be
subject to the risk of failure of the financial institution into which they are
deposited to the extent they exceed $100,000.

         5. ESCROW FEES. The fees and charges of B&C shall be paid by the
Company pursuant to the terms of the engagement letter between B&C and the
Company.

         6. TERM OF ESCROW. The escrow called for in this Agreement shall
commence upon delivery of the Escrowed Funds to B&C and shall terminate upon the
release of the Escrowed Funds to the Company or the return of the Escrowed Funds
to the Investors.

         7. AUTHENTICITY. B&C may rely upon any documents submitted to it which
purport to be on the Company=s letterhead or Executive=s letterhead or by
Executive=s counsel and may assume that each such document submitted to it is
authentic, is authorized by the Company or Executive and that the signatures on
all such documents submitted to it are genuine. B&C may treat facsimilies as
originals and may rely upon, but shall not be required to, oral instructions
from the Company=s officers or Chairman.

         8. LIMITATION ON LIABILITY. In performing any of its duties hereunder,
B&C shall not incur any liability to anyone for any damages, losses or expenses,
except for willful acts or omissions, constituting gross neglect or misconduct
and it shall, accordingly, not incur any such liability with respect to (i) any
action taken or omitted in good faith upon advice of its counsel or counsel for
the Company given with respect to any question relating to the duties and
responsibilities of B&C under this Agreement, or (ii) any action taken or
omitted in reliance upon any instrument, including the written advice provided
for herein, not only as to its due execution and the validity and effectiveness
of its provisions, but also as to the truth and accuracy of any information
contained therein, which B&C shall in good faith believe to be genuine, to have
been signed and presented by a proper person or persons, and to conform with the
provisions of this Agreement.

         9. ACCOMMODATION. The parties to this Agreement acknowledge that (i)
B&C is performing the services hereunder as an accommodation to the Company;
(ii) the Company is a client of B&C; (iii) B&C is not a professional escrow
company; (iv) certain conflicts of interest may exist in B&C acting in the role
provided for in this Agreement; (v) each party has been advised and has had the
opportunity to consult with independent counsel; and (vi) B&C will be relying
upon the Company to facilitate any accounting associated with the disbursements
of the Escrowed Funds.

                                      -3-
<PAGE>

         10. DISBURSEMENT TO EXECUTIVE UPON TERMINATION. If B&C receives notice
from the Company and Executive that Executive has been terminated without cause
or otherwise in accordance with Section 4.4 of the Employment Agreement, then
B&C shall disburse to the order of Executive.

         11. INDEMNIFICATION. The Company hereby agree to indemnify, defend and
hold harmless B&C and each of its partners, officers and directors, and
responsible parties, for, from and against any and all losses, claims, damages,
liabilities and expenses including costs of investigation and counsel fees and
disbursements, which may be imposed upon B&C or incurred by B&C in connection
with its acceptance of appointment as B&C hereunder, or the performance of its
duties hereunder, including any litigation arising from this Agreement or
involving the subject matter hereof. In the event of a dispute under the terms
of this Agreement in which B&C deems it appropriate to interplead the Escrowed
Funds with a court of appropriate jurisdiction, the Company shall pay and
indemnify B&C for all related costs, including attorneys fees.

         12. GOVERNING LAW; DISPUTES. This Agreement will be interpreted in
accordance with California law, including all matters of construction, validity,
performance and enforcement, without giving effect to any principles of conflict
of laws. Any dispute or proceeding concerning this Agreement will be resolved by
binding arbitration to be held in Orange County, California. Any party may
demand arbitration through written notice sent by certified mail to the other
(an "Arbitration Demand"). Within fifteen (15) days after the date that the
Arbitration Demand is first mailed, each of the parties will confer to select a
mutually acceptable arbitrator from the Judicial Arbitration and Mediation
Service ("JAMS"). If the arbitrator so selected is unavailable, the parties will
confer to select another arbitrator. If the parties cannot mutually agree to the
selection of an arbitrator, or if one party refuses to participate in the
selection process, JAMS will appoint an arbitrator. The arbitrator will be
governed by the provisions of this Agreement rather than the rules of JAMS.

                  If JAMS is unable or unwilling to select an arbitrator, the
Presiding Judge of the San Orange County Superior Court will select an
arbitrator upon the request of either party, and such selection will be binding
on the parties. The arbitrator so selected will schedule the arbitration hearing
within sixty (60) days after he or she is first selected. The parties will be
permitted written discovery and one deposition each. The arbitrator will have
authority to enter a binding judgment even if the parties do not appear at the
arbitration and may also grant any remedy or relief that the arbitrator
reasonably believes to be just or appropriate, provided that such remedy or
relief is within the scope of this Agreement.

                  All fees and expenses of the arbitration will be paid equally
by the parties participating in the arbitration. At the conclusion of the
arbitration, the arbitrator will award the prevailing party reasonable costs and
attorneys' fees, including all arbitration costs. If the arbitration award is
made, the prevailing party may convert the award into a judgment and execute
upon that judgment.

         13. ATTORNEYS= FEES. If any arbitration, litigation, action, suit or
other proceeding is instituted to remedy, prevent or obtain relief from a breach
of this Agreement, in relation to a breach of this Agreement or pertaining to a
declaration of rights under this Agreement, and prevailing party will recover
all such party=s reasonable attorneys= fees incurred in each and every such
action, suit or other proceeding, including any and all appeals or petitions
therefrom. As used in this Agreement, attorneys= fees will be deemed to be the
full and actual costs of any legal services actually performed in connection
with the matters involved, including those related to any appeal or the
enforcement of any judgment, calculated on the basis of the usual fee charged by
attorneys performing such services.

                                      -4-
<PAGE>

         14. NOTICES. Any notice to be given hereunder shall be given (except as
otherwise expressly set forth herein) by registered or certified mail, postage
prepaid, by cable, telex or facsimile, or may be delivered by hand or by
messenger and shall be deemed to have been received as follows: if given by
registered or certified mail, five business days after posting; if given by
cable, two business days after dispatch; if given by telex or facsimile, one
business day after dispatch; and if delivered by hand or by messenger and
receipted for by or on behalf of the party to whom the notice is directed, at
the time of such delivery.

         15. COUNTERPARTS. This Agreement may be executed in counterparts, each
of which shall be an original but all of which shall be constituted one and the
same instrument.

         16. INTERPRETATION. The language in all parts of this Agreement shall
be in all cases construed simply according to its fair meaning and not strictly
for or against any party. Whenever the context requires, all words used in the
singular shall be construed to have been used in the plural and vice versa and
each gender will include any other gender. The captions of the paragraphs of
this Agreement are for convenience only and shall not affect the construction or
interpretation of any of the provisions herein.

         17. MISCELLANEOUS. The recitals and all exhibits, attachments or other
documents referenced in this Agreement are fully incorporated into this
Agreement by reference. Unless expressly set forth otherwise herein, all
references herein to a Aday, month@ or Ayear@ will be deemed to be a reference
to a calendar day, month or year, as the case may be. Unless expressly set forth
otherwise herein, all cross-references herein will refer to provisions within
this Agreement, and will not be deemed to be references to the overall
transaction or to any other agreement or documents.

         18. MODIFICATIONS, AMENDMENTS AND WAIVERS. No provision of this
Agreement or the documents referred to herein may be altered, amended, canceled,
revoked, or otherwise modified, and no addition to this Agreement may be made,
unless in writing signed by each of the parties. There can be no waiver with
respect to this Agreement of any provision of this Agreement by any party will
be, nor will it be deemed to be, a waiver of the right of any other party to
enforce strict compliance with the provisions hereof.

         19. SEVERABILITY. Each provision of this Agreement is intended to be
severable and if any term or provision herein is determined invalid or
unenforceable for any reason, such illegality or invalidity will not affect the
validity of the remainder of this Agreement and, wherever possible, intent will
be given to the invalid or unenforceable provision.

         20. MERGER. The terms of this Agreement and the agreements contemplated
hereby are intended by the parties as a final expression of their agreement with
respect to such terms and may not be contradicted by evidence of any prior
agreement or contemporaneous oral agreement, and this agreement and the
agreements referenced herein constitute the complete and exclusive statement of
its terms and no extrinsic evidence whatsoever may be introduced in any judicial
or arbitration proceeding, if any, involving this Agreement.

                                      -5-
<PAGE>

         IN WITNESS WHEREOF, this Agreement is entered into as of the date first
referenced above.

                                          "THE COMPANY"

                                          MORGAN BEAUMONT, INC.



                                          By:
                                              ----------------------------------
                                              Cliff Wildes, CEO


                                          "B&C"

                                          BOYD & CHANG, LLP



                                          By:
                                             -----------------------------------
                                             Patrick R. Boyd
ACKNOWLEDGED AND ACCEPTED
BY THE INVESTORS


------------------------
Peter Massaniso


------------------------
Robert London


------------------------
Winder Hughes


------------------------
John Lemak


------------------------
Robert Prag

                                      -6-