EXHIBIT
      10.3

     

    LEASE
      AGREEMENT

    


    This
      Lease Agreement ("Lease
      Agreement")
      is
      dated for reference as of September 26, 2008, between SBKF Investments, Ltd.,
      a
      corporation formed pursuant to the laws of England, having an office at Unit
      150
      Imperial Court Exchange Street East, L2 3AB Liverpool, UK ("Lessor")
      and
      B&D FOOD CORP., a corporation formed pursuant to the laws of the State of
      Delaware and having an office for business located at 575 Madison Avenue, Suite
      1006, New York, NY 10027-2511 United States ("Lessee")

    


    
      	
              1.

            	
              Factory
                Lease and Term.

            


    

    


    1.1 
       Lessor
      hereby leases to Lessee and Lessee hereby hires and takes from Lessor, upon
      and
      subject to the covenants and conditions hereinafter contained, the factory
      owned
      by BDFC BRASIL ALIMENTOS LTDA., a subsidiary company wholly owned by the Lessor
      and formed pursuant to the laws of Brazil ("BDFC"),
      including all real property, industrial equipment, manufacturing facilities
      for
      the production of spray-dried instant coffee, roasted coffees and cappuccino
      mixes ("Factory
      Equipment"),
      and
      BDFC's commercial brands/trade names, as more fully described in Annex
      A,
      and
      hereinafter collectively referred to as the "Leased
      Property".

    


    1.2
       The
      Lessee will take possession of the Leased Property, on or before July 1, 2008,
      being hereinafter called "Commencement
      Date".
      The
      term of this Lease with respect to the Leased Property shall be for a period
      of
      eighteen (18) years from the Commencement Date (hereinafter the "Term").

    


    1.3
       During
      the Term of the Lease, Lessee agrees, at it's own cost and expense:


    


    
      	 	
              (a)

            	
              To
                pay all charges and expenses in connection with the operation of
                each item
                of the Leased Property;

            


    

    


    
      	 	
              (b)

            	
              To
                comply with all governmental laws, ordinances, regulations, requirements
                and rules with respect to the use, maintenance and operation of the
                Factory Equipment; and

            


    

    


    
      	 	
              (c)

            	
              To
                make all repairs and replacements required to be made to maintain
                the
                Factory Equipment in good condition reasonable wear and tear
                excepted.

            


    

    


    
      	
              2.

            	
              Rent.
                

            


    

    


    2.1
       The
      aggregate rent payable with respect to the Leased Property shall be in the
      amount shown in Annex
      A.
      

    


    2.2 
       Lessee
      shall pay to Lessor the aggregate rental for the Lease for the full period
      and
      term for which the Leased Property is leased, such rental to be payable at
      such
      times and in such amounts as shown in Annex
      A.
      


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    2.3 
       All
      rent
      shall be paid at Lessor's place of business shown above, or such other place
      as
      Lessor may designate by written notice to the Lessee. 

    


    2.4 
       The
      Lessee retains the right to set off or deduct the rents payable from any amount
      due from Lessor to the Lessee, by any other agreement or transaction between
      the
      Lessor and Lessee.

    


    
      	
              3.

            	
              Loss
                and Damage to Factory Equipment.
                

            


    

    


    3.1  Lessor
      will assume and bear the risk of any partial or complete loss with respect
      to
      the Leased Property from any theft, loss, damage or destruction, including
      normal wear and tear or governmental taking, whether or not such loss is covered
      by insurance or caused by any default or neglect of Lessee.

    


    3.2
       The
      liability of the Lessee will be limited to loss, damage or destruction, caused
      by gross neglect or misuse by Lessee.

    


    3.3
       Lessee
      will give Lessor prompt notice of any damage to or loss of any Factory Equipment
      and Lessor shall be responsible for and pay the cost of all necessary repairs,
      maintenance and replacement of parts, to the Factory Equipment occurring during
      the Lease Term.

    


    
      	
              4.

            	
              Destruction
                of Factory Equipment.

            


    

    


    4.1
       If
      any
      Factory Equipment is lost, totally destroyed, damaged beyond repair or taken
      by
      governmental and/or court action, the liability of the Lessee to pay rent
      therefore may be discharged and Lessor shall, at its own expense, cause such
      Factory Equipment to be restored to usable condition or make available to Lessee
      substitute equipment with similar (but no less) manufacturing capabilities.
      

    


    4.2
       In
      the
      event Lessor has not caused the Factory Equipment to be restored to usable
      condition or has not made available appropriate substitute equipment, within
      15
      business days from Lessee's notice, Lessee may assume such actions in order
      to
      restore the Factory into working order and the liability of the Lessee to pay
      rent therefore may be discharged.

    


    4.3
       In
      the
      event any of the Leased Property is being subject to any liquidation proceeding
      or other similar proceeding initiated by creditors of BDFC, Lessor will be
      obliged to make available to the Lessee, substitute facility with similar (but
      no less) manufacturing capabilities as the Leased Property.

    


    4.4
       No
      oral
      agreement, guaranty, promise, condition, representation or warranty shall be
      binding; all prior conversations, agreements or representations related hereto
      and/or to the Leased Property are integrated herein. 


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    
      	
              5.

            	
              Taxes.
                

            


    

    
       

    

    5.1
       Lessee
      agrees that, during the term of this Lease, in addition to the rent and all
      other amounts provided herein to be paid, it will promptly pay all taxes,
      assessments and other governmental charges (including penalties and interest,
      if
      any, and fees for titling or registration, if required) levied or assessed
      upon
      the interest of Lessee in the Leased Property or upon the use or operation
      thereof or on the earnings arising therefrom; and 

    


    
      	
              6.

            	
              Lessor's
                Title, Right of Inspection and Identification of
                Factory.
                

            


    

    


    6.1
       Title
      to
      the Leased Property shall at all times remain in BDFC and Lessor. Lessor will
      indemnify and hold Lessee harmless from any claims, losses, penalties, liens
      and
      processes which Lessee may suffer or may be required to pay in connection with
      the Leased Property.

    


    (i) 
       Upon
      the
      expiration or termination of this Lease with respect any item of the Leased
      Property, Lessee at Lessee's sole expense shall return the Leased Property
      in
      the same operating condition, repair and appearance as delivered to Lessee
      on
      the Commencement Date, reasonable wear and tear excepted. 

    


    6.2
       Lessor
      shall have the right from time to time during reasonable business hours to
      enter
      upon the leased premises or elsewhere for the purpose of confirming the
      existence, condition and proper maintenance of the Leased Property. Lessor
      shall
      also have the right to demonstrate and show the Leased Property to
      others.

    


    
      	
              7.

            	
              Possession,
                Use and Changes in Location of Factory.
                

            


    

    


    7.1
       So
      long
      as Lessee shall not be in default under the Lease it shall be entitled to the
      possession and use of the Leased Property in accordance with the terms of this
      Lease. The Leased Property shall be used in the conduct of the lawful business
      of Lessee, and no item of the Leased Property shall be removed from its current
      location, without the prior written consent of Lessor. Lessee shall not, without
      Lessor's prior written consent, part with possession or control of the Leased
      Property or attempt or purport to sell, pledge, mortgage or otherwise encumber
      any of the Leased Property or otherwise dispose of or encumber any interest
      under this Lease. 

    


    
      	
              8.

            	
              Default.
                

            


    

    


    8.1
       An
      Event
      of Default shall occur if:

    


    (a)
      Lessee fails to pay when due any installment of rent and such failure continues
      for a period of 30 days;

    


    (b)
      Lessee shall fail to perform or observe any covenant, condition or agreement
      to
      be performed or observed by it hereunder and such failure continues uncured
      for
      15 days after written notice thereof to Lessee by Lessor;


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    
       
(c)
      Lessee ceases doing business as a going concern, makes an assignment for the
      benefit of creditors, admits in writing its inability to pay its debts as they
      become due, files a voluntary petition in bankruptcy, is adjudicated a bankrupt
      or an insolvent, files a petition seeking for itself any reorganization,
      arrangement, composition, readjustment, liquidation, dissolution or similar
      arrangement under any present or future law or regulation or files an answer
      admitting the material allegations of a petition filed against it in any such
      proceeding, consents to or acquiesces in the appointment of a trustee, receiver,
      or liquidator of it or of all or any substantial part of its assets or
      properties, or if it or its shareholder shall take any action looking to its
      assets or properties, or if it or its shareholders shall take any action looking
      to its dissolution or liquidation;

    


    (d)
      Within 60 days after the commencement of any proceedings against Lessee seeking
      reorganization, arrangement, readjustment, liquidation, dissolution or similar
      relief under any present or future statue, law or regulation, such proceedings
      shall not have been dismissed, or if within 60 days after the appointment
      without Lessee's consent or acquiescence of any trustee, receiver or liquidator
      of it or of all or any substantial part of its assets and properties, such
      appointment shall not be vacated; 

    


    (e)
      Lessee attempts to remove, sell, transfer, encumber, part with possession or
      sublet the Leased Property or any item thereof.

    


    
      	
              9.

            	
              Remedies.
                

            


    

    


    9.1
       Upon
      the
      occurrence of an Event of Default, Lessor, at its option, may exercise any
      one
      or more of the following remedies:

    


    (a)
      sue
      for and recover all rent and other payments, then accrued or as thereafter
      accruing, with respect to any or all items of the Leased Property;

    


    (b)
      take
      possession of and render unusable any or all items of the Leased Property,
      without demand or notice, wherever same may be located, without any court order
      or other process of law and without liability for any damages occasioned by
      such
      taking of possession.

    


    (c)
      sell
      or otherwise dispose of any or all items of Leased Property, whether or not
      in
      Lessor's possession, in a commercially reasonable manner at public or private
      sale and without notice to Lessee and apply the net proceeds of such sale,
      after
      deducting all costs of such sale including but not limited to, costs of
      transportation, repossession, storage, refurbishing, advertising and brokers'
      fees to the obligations of Lessee hereunder with Lessee remaining liable for
      any
      deficiency and with any excess being retained by Lessor;

    


    (d)
      terminate this Lease as to any or all items of Leased Property or,

    


    (e)
      utilize any other remedy available to Lessor at law or in equity.

    


    9.2 
       A
      termination hereunder will occur only upon notice by Lessor to Lessee and only
      with respect to such Leased Property item as to which Lessor specifically elects
      to terminate in such notice. Except as to such Leased Property with respect
      to
      which there is a termination, this Lease will remain in full force and effect
      and Lessee will be and remain liable for the full performance of all its
      obligations hereunder. 


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    9.3 
       No
      right
      or remedy conferred herein is exclusive of any other right or remedy conferred
      herein or by law, but all such rights and remedies are cumulative of every
      other
      right or remedy conferred hereunder or at law or in equity, by statute or
      otherwise, and may be exercised concurrently or separately from time to time.
      

    


    
      	
              10.

            	
              Assignment,
                Notices and Waivers.
                

            


    

    


    10.1
       This
      Lease and all rights of Lessor hereunder may be assignable by Lessor to any
      of
      its subsidiary companies, without Lessee's prior consent. 

    


    10.2
       Lessee
      may assign this Lease or its interests or enter into any sub-lease with respect
      to the Leased Property covered hereby, with Lessor's prior consent, which will
      not unreasonably withheld.

    


    10.3
       All
      notices to Lessor shall be delivered in person to an officer of the Lessor,
      or
      shall be sent certified mail return receipt requested to Lessor at its address
      shown herein or at any later address last known to the sender. All notices
      to
      Lessee shall be in writing and shall be delivered by mail at its address shown
      herein or at any later address last known to the sender. A waiver of a default
      shall not be a waiver of any other or a subsequent default.

    


    
      	
              11.

            	
              Lease
                Irrevocability and Charges.
                

            


    

    


    11.1
       This
      Lease is irrevocable for the full Term thereof and for the aggregate rentals
      therein reserved and the rent shall not abate by reason of termination of
      Lessee's right of possession and/or the taking of possession by the Lessor
      or
      for any other reason. 

    


    
      	
              12.

            	
               Miscellaneous.
                

            


    

    


    12.1
       If
      any
      provision of this Lease is contrary to, prohibited by or deemed invalid under
      applicable laws or regulations of any jurisdiction, such provision shall be
      inapplicable and deemed omitted but shall not invalidate the remaining
      provisions hereof.

    


    12.2
       In
      the
      event this Lease or any part hereof is deemed to be a lease intended as
      security, Lessee grants a security interest in the Leased Property as security
      for all of Lessee's indebtedness and obligations owing under the
      Lease.

    


    
      	
              13.

            	
              Governing
                Law; Venue, Invalidity.

            


    

    


    13.1 This
      Agreement and the rights of the parties hereunder shall be governed by and
      construed in accordance with the laws of the State of New York including all
      matters of construction, validity, performance, and enforcement and without
      giving effect to the principles of conflict of laws. 


    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    13.2
       The
      parties hereto shall attempt to resolve any dispute, controversy, difference
      or
      claim arising out of or relating to this Agreement by negotiation in good faith.
      If such good negotiation fails to resolve such dispute, controversy, difference
      or claim within fifteen (15) days after any party delivers to any other party
      a
      notice of its intent to submit such matter to arbitration, then any party to
      such dispute, controversy, difference or claim may submit such matter to
      arbitration in the City of New York, New York.

    


    13.3 This
      lease contains the entire agreement between the parties with respect to the
      lease of the Leased Property, and may not be altered, modified, terminated
      or
      discharged except by a writing signed by the party against whom such alteration,
      modification, termination or discharge is sought.

    


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

     

    
      	
              Lessee

            	
               

            	
              Lessor

            
	
              B&D
                FOOD CORP.,

              a
                Delaware corporation

               

              By:
                

              Its:

            	
               

               

            	
              SBKF
                Investments, Ltd.,

              a
                UK company

               

              By:
                

              Its:

            


    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    Annex
      A

    


    
      	
              Note

            	
              Payment
                schedule is based on an 18 year Payable with first payment due a
                year from
                execution of the lease

            
	 


    

    


    
      	
               

            	 	
              Payment

            	 	
              Date

            	 	
              Remaining Balance

            	 
	
              Lease Price

            	 	 	 	 	 	
              14,452,363.62

            	 
	
              1

            	
               

            	
               802,909.09

            	
               

            	
               9/28/2009

            	 	 	
              13,649,454.53

            	 
	
              2

            	 	
               802,909.09

            	 	
               9/28/2010

            	 	 	
              12,846,545.44

            	 
	
              3

            	 	
               802,909.09

            	
               

            	
               9/28/2011

            	 	 	
              12,043,636.35

            	 
	
              4

            	 	
               802,909.09

            	
               

            	
               9/28/2012

            	 	 	
              11,240,727.26

            	 
	
              5

            	 	
               802,909.09

            	 	
               9/28/2013

            	 	 	
              10,437,818.17

            	 
	
              6

            	 	
               802,909.09

            	 	
               9/28/2014

            	 	 	
              9,634,909.08

            	 
	
              7

            	 	
               802,909.09

            	 	
               9/28/2015

            	 	 	
              8,831,999.99

            	 
	
              8

            	 	
               802,909.09

            	 	
               9/28/2016

            	 	 	
              8,029,090.90

            	 
	
              9

            	 	
               802,909.09

            	 	
               9/28/2017

            	 	 	
              7,226,181.81

            	 
	
              10

            	 	
               802,909.09

            	 	
               9/28/2018

            	 	 	
              6,423,272.72

            	 
	
              11

            	 	
               802,909.09

            	
               

            	
               9/28/2019

            	 	 	
              5,620,363.63

            	 
	
              12

            	 	
               802,909.09

            	 	
               9/28/2020

            	 	 	
              4,817,454.54

            	 
	
              13

            	 	
               802,909.09

            	 	
               9/28/2021

            	 	 	
              4,014,545.45

            	 
	
              14

            	 	
               802,909.09

            	 	
               9/28/2022

            	 	 	
              3,211,636.36

            	 
	
              15

            	 	
               802,909.09

            	 	
               9/28/2023

            	 	 	
              2,408,727.27

            	 
	
              16

            	 	
               802,909.09

            	 	
               9/28/2024

            	 	 	
              1,605,818.18

            	 
	
              17

            	 	
               802,909.09

            	 	
               9/28/2025

            	 	 	
              802,909.09

            	 
	
              18

            	 	
               802,909.09

            	 	
               9/28/2026

            	 	 	
              0.00