<PAGE>

                                   EXHIBIT 9.1


                              MORGAN BEAUMONT, INC

                              EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT (hereinafter "Agreement") made and entered into
effective as at the 1st day of October, 2004, 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, 2002: 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:

         RECITALS
         --------

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

         DEFINITIONS
         -----------

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

                  "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.

                  "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.

                  "Margin" shall be defined as Profit expressed as a percentage
                  of Gross Revenue.

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

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

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         DUTIES AND DEVOTION OF EFFORTS
         ------------------------------

                  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 financial 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.

                  DEVOTION OF EFFORT. Executive hereby accepts such employment
                  and agrees to devote his best professional 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.

                  CHANGE OF POSITION. In the event Company requires Executive to
                  change positions within Company or assume other roles within
                  Company, the provisions of this Agreement shall remain in
                  force, except that the description of Duties hereunder shall
                  be amended by Company.

         TERM OF EMPLOYMENT
         ------------------

                  TERM.Company hereby employs Executive for the period
                  commencing on October 1, 2004, and ending on September 30,
                  2007 ("Initial Term").

         COMPENSATION
         ------------

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

                  BASE SALARY. Executive's Annual Base Salary shall be:

                           FOR THE PERIOD ENDING SEPTEMBER 30, 2005, $185,000;

                           SEPTEMBER 30, 2006, $205,000;

                           SEPTEMBER 30, 2007, $225,000.

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

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

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<PAGE>

                  NON-CASH COMPENSATION. Company shall provide Executive with
                  non-cash compensation as set forth on Schedule 5(c).

                  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.

                  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.

                  AUTOMOBILE. A car allowance of $750 a month, plus
                  reimbursement of all gasoline receipts for Executive.

                  MISCELLANEOUS EXPENSES. Executive's travel, occupational
                  licenses, cell phone expense, promotional and entertainment
                  expenses, and all other related expenses.

                  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.

                           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.

                           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.

                  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.

                  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


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<PAGE>

                  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.

                  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 the President, CFO or
                  Chairman of the Board. There shall be a carryover of such time
                  from year to year. However, no compensation shall be paid to
                  Executive for any unused Professional Development Time upon
                  termination of employment.

         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.

         TERMINATION OF EMPLOYMENT
         -------------------------

                  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.

                  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:

                           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

                           EXECUTIVE IS CONVICTED OF, OR PLEADS GUILTY OR NO
                           CONTEST TO, ANY CRIME PUNISHABLE AS A FELONY OR
                           EMBEZZLEMENT OR FRAUD; OR

                           EXECUTIVE ENGAGES IN IMMORAL OR DISHONEST ACTS WHICH
                           MATERIALLY AND NEGATIVELY AFFECT COMPANY.

                  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.


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<PAGE>

                  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.

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

                  COMPENSATION UPON TERMINATION. Should Executive voluntarily
                  terminate his employment with Company at any time during the
                  term hereof, Executive will not be entitled to the remainder
                  of any compensation possibly due under the employment
                  agreement, including the Base Salary, any unvested Options and
                  compensation due upon a sale. However, 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, 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) shall be
                  entitled to immediately vest any Options which would have
                  vested in the 12 month period subsequent to termination and no
                  other compensation of any type shall be due or owing.
                  Notwithstanding the foregoing, should Executive be
                  involuntarily terminated by Company with cause, Company shall
                  not be obligated to pay any such compensation, including the
                  then-remaining portion of the Base Salary all unvested Options
                  at that time, and any possible compensation due upon a sale.

         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:


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         As to Company:    Morgan Beaumont Inc.
                           2280 Trailmate Dr., Suite 101
                           Sarasota, FL 34243
                           Attn: Clifford Wildes, CEO

         As to Executive:  Clifford Wildes
                           2280 Trailmate Dr., Suite 101
                           Sarasota, FL 34243
                           (or such other address as may be provided by
                           Executive in writing).

         INDEMNITY
         ---------

                  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:

                           EXECUTIVE'S FAILURE TO PERFORM THE SERVICES,
                           RESPONSIBILITIES AND DUTIES SET OUT IN THIS
                           AGREEMENT; OR

                           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

                           VIOLATIONS OF THE PROHIBITIONS OF CRIMINAL STATUTES
                           UNDER FEDERAL OR STATE LAW; OR

                           VIOLATIONS OF THE PROHIBITIONS OF CIVIL STATUTES OR
                           REGULATIONS UNDER FEDERAL OR STATE LAW (OTHER THAN
                           THOSE INVOLVING SIMPLE OR ORDINARY NEGLIGENCE).

                  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.

         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


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<PAGE>

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.

         NON COMPETITION
         ---------------

                  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, including
                  expiration of this Agreement, Executive will not directly or
                  indirectly:

                           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;

                           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;

                           COMPETE WITH THE BUSINESS OF COMPANY;

                           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;

                           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


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<PAGE>

                           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;

                           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.

                           UNDERTAKE ANY ILLEGAL ACTIVITIES OR ANY ACTS THAT ARE
                           NOT IN THE BEST INTERESTS OF COMPANY.

                  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.

                  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.

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

                  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


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                  waiver or relinquishment of the right to insist upon strict
                  performance of such condition, promise, agreement or
                  understanding at a future time.

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

                  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.

         MISCELLANEOUS PROVISIONS
         ------------------------

                  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.

                  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.

                  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.

                  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.

                  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.

                  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.


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<PAGE>

                  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.

                  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.

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

                  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.

                  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.

                  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.

                  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.

                  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.

                  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.


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<PAGE>

                  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.

                                    COMPANY:

                                    MORGAN BEAUMONT INC.

                                    BY: ________________________________________
                                        AS ITS _________________________________


                                    EXECUTIVE:

                                    BY: ________________________________________
                                        CLIFFORD WILDES

JLM-609513.3


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<PAGE>

                                  SCHEDULE 5(b)

                                  ANNUAL BONUS


Wildes and Craig shall each be entitled to a bonus per year for the Term of
their agreements 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.


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<PAGE>

                                  SCHEDULE 5(c)

                                  STOCK OPTIONS


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

3,250,000 Options at a price of $.20 per share; 1,625,000 vested as of October
1, 2004; 812,500 vested as of September 30, 2005; and 812,500 vested as of
September 30, 2006.

In addition, Executive shall receive, upon execution hereof cash of $75,000.

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


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