DOGS INTERNATIONAL
OFFICE LEASE
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>3
<FILENAME>ex-10_officelease.txt
<DESCRIPTION>OFFICE LEASE
<TEXT>
                                OFFICE LEASE

This  Lease  is  made  and  entered into this date by  and  between  ROSEMARY
WILLIAMS  ("Landlord") and BED AND BISCUIT INNS OF AMERICA,  INC.,  a  Nevada
Corporation ("Tenant").

Landlord hereby leases to Tenant approximately 2,000 sq. ft. of office  space
("Premises")  located at 408 S. Daytona, Flagler Beach, Florida  ("Building")
for a term commencing July 1, 2003 and continuing through June 30, 2004 at  a
Base Rental of $1,200.00 (U.S.) per month payable in advance on the first day
of each month commencing July 1, 2003.

Landlord and Tenant covenant and agree as follows:

Section 1.     Rent Payment.  Tenant shall pay the Base Rent for the Premises
without  deduction or offset.  Rent for any partial month  during  the  Lease
term  shall  be prorated to reflect the number of days during the month  that
Tenant occupies the Premises.  Rent not paid when due shall bear interest  at
the  rate of one-and-one-half percent per month until paid.  Landlord may  at
its  option impose a late charge of $120.00 for rent payments made more  than
10  days late in lieu of interest for the first month of delinquency, without
waiving any other remedies available for default.

Section 2.     Lease Consideration.  Upon execution of the Lease, Tenant  has
paid  the Base Rent for the first full month of the Lease term for which rent
is payable.

Section  3.     Use.  Tenant shall use the Premises for general office  space
and  for  no other purpose without Landlord's written consent.  In connection
with its use, Tenant shall at its expense promptly comply with all applicable
laws, ordinances, rules and regulations of any public authority and shall not
annoy,  obstruct,  or  interfere with the rights  of  other  tenants  of  the
Building.  Tenant shall create no nuisance nor allow any objectionable fumes,
noises,  or  vibrations to be emitted from the Premises.   Tenant  shall  not
conduct any activities that will increase Landlord's insurance rates for  any
portion  of  the Building or that will in any manner degrade  or  damage  the
reputation of the Building.

Section  4.      Equipment.  Tenant shall install in the premises  only  such
office  equipment  as  is  customary for general office  use  and  shall  not
overload  the  floors or electrical circuits of the Premises or  Building  or
alter  the  plumbing  or wiring of the Premises or Building.   Landlord  must
approve in advance the location and manner of installing any electrical, heat
generating  or communication equipment or exceptionally heavy articles.   Any
additional air conditioning required because of heat generating equipment  or
special  lighting  installed by Tenant shall be  installed  and  operated  at
Tenant's expense.

Section   5.       Utilities  and  Services.   Tenant  will   furnish   heat,
electricity,  and air conditioning. Tenant shall comply with all governmental
laws or regulations regarding the use or reduction of use of utilities on the
Premises.   Interruption  of services or utilities shall  not  be  deemed  an

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eviction  or  disturbance  of Tenant's use and possession  of  the  Premises,
render  Landlord  liable  to  Tenant for  damages,  or  relieve  Tenant  from
performance of Tenant's obligations under this Lease.

Section  6.     Maintenance, Repair and Alterations.  Landlord shall have  no
liability  for  failure  to perform required maintenance  and  repair  unless
written  notice of the needed maintenance or repair is given  by  Tenant  and
Landlord fails to commence efforts to remedy the problem in a reasonable time
and  manner.   Landlord shall have the right to erect scaffolding  and  other
apparatus  necessary for the purpose of making repairs,  and  Landlord  shall
have  no liability for interference with Tenant's use because of repairs  and
installations.   Tenant  shall  have  no  claim  against  Landlord  for   any
interruption   or  reduction  of  services  or  interference  with   Tenant's
occupancy,  and  no such interruption or reduction shall be  construed  as  a
constructive  or  other  eviction of Tenant.   Repair  of  damage  caused  by
negligent  or  intentional  acts or breach  of  this  Lease  by  Tenant,  its
employees or invitees shall be at Tenant's expense.

Section 7.     Alterations.  Tenant shall not make any alterations, additions
or improvements to the Premises, change the color of the interior, or install
any  wall  or  floor covering without Landlord's prior written consent.   Any
such  additions, alterations or improvements, except for removable  machinery
and  unattached  moveable trade fixtures, shall at once become  part  of  the
realty  and  belong  to Landlord.  Landlord may at its  option  require  that
Tenant  remove  any  alterations and restore the  Premises  to  the  original
condition upon termination of this Lease.  Landlord shall have the  right  to
approve  the contractor used by Tenant for any work in the Premises,  and  to
post  notices  of  non-responsibility  in  connection  with  any  work  being
performed by Tenant in the Premises.

Section  8.      Fire or Casualty, Waiver of Subrogation.  Fire or  Casualty.
"Major Damage" means damage by fire or other casualty to the Building or  the
Premises which causes the Premises or any substantial portion of the Building
to  be unusable, or which will cost more than 25% of the pre-damage value  of
the  Building to repair, or which is not covered by insurance.   In  case  of
Major Damage, Landlord may elect to terminate this Lease by notice in writing
to  Tenant  within 30 days after such date.  If this Lease is not  terminated
following  Major  Damage,  or if damage occurs which  is  not  Major  Damage,
Landlord  shall promptly restore the Premises to the condition existing  just
prior  to  the  damage.  Tenant shall promptly restore all damage  to  Tenant
improvements  or  alterations installed by Tenant or pay  the  cost  of  such
restoration  to  Landlord if Landlord elects to do the  restoration  of  such
improvements.  Rent shall be reduced from the date of damage until  the  date
restoration  work being performed by Landlord is substantially complete  with
the reduction to be in proportion to the area of the Premises not useable  by
Tenant.

Section  9.      Waiver  of  Subrogation.  Tenant shall  be  responsible  for
insuring its personal property and trade fixtures located on the Premises and
any  alterations or Tenant improvements it has made to the Premises.  Neither
Landlord  nor  Tenant shall be liable to the other for  any  loss  or  damage
caused  by  water damage, sprinkler leakage or any of the risks that  are  or
could  be  covered by a standard all-risk insurance policy with  an  extended
coverage endorsement, or for any business interruption, and there shall be no
subrogated  claim by one party's insurance carrier against  the  other  party

<PAGE>

arising out of any such loss.

Section 10.    Assignment and Subletting.  This Lease shall bind and inure to
the  benefit  of the parties, their respective heirs, successors and  assigns
provided that Tenant shall not assign its interest under this Lease or sublet
all or any portion of the Premises without first obtaining Landlord's consent
in  writing.  This provision shall apply to all transfers by operation of law
including  but not limited to mergers and changes in control of  Tenant.   No
assignment  shall  relieve Tenant of its obligation to pay  rent  or  perform
other obligations required by this Lease, and no consent to one assignment or
subletting  shall  be  a  consent to any further  assignment  or  subletting.
Landlord shall not unreasonably withhold its consent to any assignment or  to
subletting  provided  the  subrental rate or effective  rental  paid  by  the
assignee  is not less than the current scheduled rental rate of the  Building
for  comparable  space and the proposed Tenant is compatible with  Landlord's
normal  standards  for  the  Building.  If Tenant proposes  a  subletting  or
assignment  to  which  Landlord is required to consent  under  this  Section,
Landlord shall have the option of terminating this Lease and dealing directly
with the proposed subtenant or assignee or any third party.  If an assignment
or  subletting is permitted, any cash profit, or the net value of  any  other
consideration  received by Tenant as a result of such  transaction  shall  be
paid to Landlord promptly following its receipt by Tenant.  Tenant shall  pay
any costs incurred by Landlord in connection with a request for assignment or
subletting including reasonable attorney fees.

Section  11.     Default.   Default by Tenant.  Any of  the  following  shall
constitute a default by Tenant under this Lease within ten days after:

                A.    Tenant's failure to pay rent or any other charge
     under this Lease is due or failure to comply with any other  term
     or  condition  within  20  days  following  written  notice  from
     Landlord  specifying the non-compliance.  If such  non-compliance
     cannot be cured within the 20-day period, this provision shall be
     satisfied  if Tenant commences correction within such period  and
     thereafter  proceeds in good faith and with reasonable  diligence
     to effect compliance as soon as possible.  Time is of the essence
     of this Lease.

                 B.     Tenant's  insolvency,  business   failure   or
     assignment   for   the   benefit  of  its  creditors.    Tenant's
     commencement of proceedings under any provision of any bankruptcy
     or  insolvency law or failure to obtain dismissal of any petition
     filed  against  it  under such laws within the time  required  to
     answer, or the appointment of a receiver for Tenant's properties.

               C.   Assignment or subletting by Tenant in violation of
     this Lease.


Section  12.    Default by Landlord.  The failure of Landlord to perform  any
of  the  terms or conditions imposed by this document or the principal  lease

<PAGE>

agreement  shall  be deemed a breach by Landlord of the terms  of  the  lease
agreement  and shall entitle Tenant to declare this Lease void and to  vacate
the premises with no further obligation to Landlord and/or to seek damages as
may be appropriate for the breach.

Section 13.    Remedies for Default.  In case of default as described herein,
Landlord shall have the right to the following remedies which are intended to
be cumulative and in addition to any other remedies provided under applicable
law:

                A.    Landlord  may  terminate the  Lease  and  retake
     possession   of  the  Premises.   Following  such   retaking   of
     possession,  efforts by Landlord to relet the Premises  shall  be
     sufficient  if Landlord follows its usual procedures for  finding
     tenants  for  the space at rates not less than the current  rates
     for  other  comparable space in the Building.   If  Landlord  has
     other  vacant space in the Building, prospective tenants  may  be
     placed in such other space without prejudice to Landlord's  claim
     to damages or loss of rentals from Tenant.

                B.    Landlord  may  recover  all  damages  caused  by
     Tenant's  default which shall include an amount equal to  rentals
     lost  because  of the default, lease commissions  paid  for  this
     Lease,  and  the  unamortized  cost of  any  tenant  improvements
     installed  by  Landlord  to meet Tenant's  special  requirements.
     Landlord  may sue periodically to recover damages as  they  occur
     throughout  the  Lease term, and no action  for  accrued  damages
     shall  bar  a  later  action for damages  subsequently  accruing.
     Landlord  may elect in any one action to recover accrued  damages
     plus  damages  attributable to the remaining term of  the  Lease.
     Such damages shall be measured by the difference between the rent
     under  this Lease and the reasonable rental value of the Premises
     for the remainder of the term, discounted to the time of judgment
     at the prevailing interest rate on judgments.

                C.    Landlord  may make any payment  or  perform  any
     obligation  which  Tenant has failed to  perform  in  which  case
     Landlord shall be entitled to recover from Tenant upon demand all
     amounts  so  expended  plus  interest  from  the  date   of   the
     expenditure  at the rate of one-and-one-half percent  per  month.
     Any  such  payment  or performance by Landlord  shall  not  waive
     Tenant's default.

Section  14.   Surrender.  On expiration or early termination of this  Lease,
Tenant  shall  deliver all keys to Landlord and surrender the Premises  broom
clean  and  in the same condition as at the commencement of the term  subject
only  to reasonable wear from ordinary use.  Tenant shall remove all  of  its
furnishings  and  trade  fixtures that remain its property  and  restore  all
damage  resulting  from  such  removal.   Failure  to  remove  shall  be   an
abandonment  of the property, and Landlord may dispose of it  in  any  manner
without  liability.   If  Tenant fails to vacate the Premises  when  required
including  failure  to remove all its personal property, Landlord  may  elect
either  (i) to treat Tenant as a tenant from month to month, subject  to  the
provisions of this Lease except that rent shall be one-and-one-half times the
total rent being charged when the Lease term expired; or (ii) to eject Tenant

<PAGE>

from the Premises and recover damages caused by wrongful holdover.

Section 15.    Regulations.  Landlord shall have the right (but shall not  be
obligated) to make, revise and enforce regulation or policies consistent with
this  Lease  for the purpose of promoting safety, order, economy, cleanliness
and  good  service  to  all tenants of the floor.  All such  regulations  and
policies shall be complied with as if part of this Lease.

Section   16.    Access.   During  times other  than  normal  Building  hours
Tenant's officers and employees or those having business with Tenant  may  be
required to identify themselves or show passes in order to gain access to the
Building.   Landlord shall have no liability for permitting  or  refusing  to
permit  access  by anyone.  Landlord shall have the right to enter  upon  the
Premises at any time by passkey or otherwise to determine Tenant's compliance
with  this  Lease, to perform necessary services, maintenance and repairs  to
the  Building  or  the Premises, or to show the Premises to  any  prospective
tenant  or purchasers.  Except in case of emergency, such entry shall  be  at
such times and in such manner as to minimize interference with the reasonable
business use of the Premises by Tenant.


Section   17.    Subordination; Transfer of Building.  This  lease  shall  be
subject  and  subordinate to any mortgages, deeds  of  trust,  or  land  sale
contracts  (hereafter collectively referred to as encumbrances) now  existing
against the Building.  At Landlord's option, this Lease shall be subject  and
subordinate  to any future encumbrance hereafter placed against the  Building
(including   the   underlying   land)  or  any  modifications   of   existing
encumbrances,  and Tenant shall execute such documents as may  reasonably  be
requested  by  Landlord  or the holder of the encumbrance  to  evidence  this
subordination.

           Transfer  of  Building.   If the Building  is  sold  or  otherwise
transferred  by  Landlord  or  any successor,  Tenant  shall  attorn  to  the
purchaser or transferee and recognize it as the lessor under this Lease, and,
provided  the  purchaser  assumes all obligations hereunder,  the  transferor
shall have no further liability hereunder.

           Estoppel.  Either party will, within 20 days after notice from the
other,  execute,  acknowledge and deliver to the other  party  a  certificate
certifying  whether or not this Lease has been modified and is in full  force
and  effect, whether there are any modifications or alleged breaches  by  the
other  party, the dates to which rent has been paid in advance and the amount
of  any  security  deposit  or prepaid rent, and any  other  facts  that  may
reasonably  be  requested.   Failure to deliver the  certificate  within  the
specified time shall be conclusive upon the party of whom the certificate was
requested  that  the  Lease is in full force and  effect  and  has  not  been
modified  except  as  may  be   represented  by  the  party  requesting   the
certificate.   If requested by the holder of any encumbrance  or  any  ground
lessor,  Tenant  will agree to give such holder or lessor notice  of  and  an
opportunity to cure any default by Landlord under this Lease.

Section  18.     Quiet Enjoyment.  Landlord warrants that so long  as  Tenant
complies with all terms of this Lease, it shall be entitled to peaceable  and

<PAGE>

undisturbed  possession of the Premises free from any eviction or disturbance
by  Landlord.  Landlord shall have no liability to Tenant for loss or damages
arising  out  of the acts of other tenants of the Building or third  parties,
nor  any liability for any reason which exceeds the value of its interest  in
the Building.

Section 19.    Indemnity.  Tenant shall not allow any liens to attach to  the
Building  or Tenant's interest in the premises as a result of its activities.
Tenant  shall indemnify and defend Landlord from any claim, liability, damage
or loss occurring on the Premises, arising out of any activity by Tenant, its
agents,  or  invitees or resulting from Tenant's failure to comply  with  any
term  of  this Lease.  Landlord shall have no liability to Tenant because  of
loss  or  damage  caused by the acts or omissions of  other  tenants  of  the
Building, or by third parties.

Section  20.    Waiver.  No provision of this Lease shall be deemed  to  have
been  waived by Landlord unless such waiver is in writing signed by Landlord.
Landlord's  waiver of a breach of any term or condition of this  Lease  shall
not be deemed a waiver of any subsequent breach.  Acceptance of any Rents  or
other payments shall not be deemed a waiver of such breach.

IN WITNESS WHEREOF the parties have executed this Lease this 1st day of July,
2003.

                                   BED AND BISCUIT INNS OF AMERICA
                                   A Nevada Corporation


                                   BY/S/Rosemary Williams
                                        ROSEMARY WILLIAMS, PRESIDENT


                                   LANDLORD


                                   BY/S/Rosemary Williams
                                        ROSEMARY WILLIAMS


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