House of Brussels Chocolates Inc Sample Contracts

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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • March 31st, 2005 • House of Brussels Chocolates Inc • Sugar & confectionery products • New York

This Agreement is made pursuant to (i) the Securities Purchase Agreement, dated as of the date hereof, by and between the Purchaser and the Company (as amended, modified or supplemented from time to time, the "Securities Purchase Agreement"), and pursuant to the Note and the Warrants referred to therein and (ii) the Security Agreement, dated as of the date hereof, by and between the Purchaser, the Company and certain Subsidiaries of the Company (as amended, modified or supplemented from time to time, the “Security Agreement”), and pursuant to the Notes and the Warrants referred to therein.

Contract
House of Brussels Chocolates Inc • July 22nd, 2005 • Sugar & confectionery products • New York

THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THIS WARRANT AND THE COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS WARRANT AND THE COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO HOUSE OF BRUSSELS CHOCOLATES INC. THAT SUCH REGISTRATION IS NOT REQUIRED.

SECURITIES PURCHASE AGREEMENT LAURUS MASTER FUND, LTD. and HOUSE OF BRUSSELS CHOCOLATES INC. Dated: March 29, 2005
Securities Purchase Agreement • March 31st, 2005 • House of Brussels Chocolates Inc • Sugar & confectionery products • New York

THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of March 29, 2005, by and between HOUSE OF BRUSSELS CHOCOLATES INC., a Nevada corporation (the “Company”), and LAURUS MASTER FUND, LTD., a Cayman Islands company (the “Purchaser”).

SECURITY AGREEMENT
Security Agreement • March 31st, 2005 • House of Brussels Chocolates Inc • Sugar & confectionery products • New York
OPTION AGREEMENT ----------------
Agreement • January 28th, 2000 • Green Fusion Corp • British Columbia
FUNDS ESCROW AGREEMENT
Funds Escrow Agreement • July 22nd, 2005 • House of Brussels Chocolates Inc • Sugar & confectionery products • New York

This Agreement (this “Agreement”) is dated as of the 29 day of March, 2005 among HOUSE OF BRUSSELS CHOCOLATES INC., a Nevada corporation (the "Company"), Laurus Master Fund, Ltd. (the "Purchaser"), and Loeb & Loeb LLP (the "Escrow Agent"):

Contract
House of Brussels Chocolates Inc • March 31st, 2005 • Sugar & confectionery products • New York

THIS NOTE AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THIS NOTE AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF THIS NOTE MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS NOTE AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF THIS NOTE UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO HOUSE OF BRUSSELS CHOCOLATES INC. THAT SUCH REGISTRATION IS NOT REQUIRED.

Contract
Subscription Agreement • April 28th, 2005 • House of Brussels Chocolates Inc • Sugar & confectionery products • British Columbia

THE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "ACT"), AND ARE BEING OFFERED AND SOLD IN RELIANCE UPON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE ACT. SUCH SECURITIES MAY NOT BE REOFFERED FOR SALE OR RESOLD OR OTHERWISE TRANSFERRED UNLESS THEY ARE REGISTERED UNDER THE APPLICABLE PROVISIONS OF THE ACT OR ARE EXEMPT FROM SUCH REGISTRATION. THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION (THE "COMMISSION") OR BY ANY STATE SECURITIES ADMINISTRATION OR REGULATORY AUTHORITY.

AGREEMENT
Agreement • April 22nd, 2005 • House of Brussels Chocolates Inc • Sugar & confectionery products • Illinois

This Agreement is effective as of this 10th day of May, 2004 (the "Effective Date"), by and between House of Brussels Chocolates, Inc. ("HOBC") of 750 Terminal Ave., Suite 208, Vancouver, British Columbia V6A 2M5, Canada and Walgreen Co., ("Walgreens") of 200 Wilmot Road, Deerfield, Illinois 60015.

GUARANTY
House of Brussels Chocolates Inc • March 31st, 2005 • Sugar & confectionery products • New York

FOR VALUE RECEIVED, and in consideration of note purchases from, loans made or to be made or credit otherwise extended or to be extended by Laurus Master Fund, Ltd. (“Laurus”) to or for the account of House of Brussels Chocolates Inc., a Nevada corporation or any other Eligible U.S. Subsidiary (as defined in the Security Agreement referred to below) (collectively, the “Debtor”), from time to time and at any time and for other good and valuable consideration and to induce Laurus, in its discretion, to purchase such notes, make such loans or other extensions of credit and to make or grant such renewals, extensions, releases of collateral or relinquishments of legal rights as Laurus may deem advisable, each of the undersigned (and each of them if more than one, the liability under this Guaranty being joint and several) (jointly and severally referred to as “Guarantors” or “the undersigned”) irrevocably and unconditionally guarantees to Laurus, its successors, endorsees and assigns the pro

EMPLOYMENT AGREEMENT
Employment Agreement • August 2nd, 2005 • House of Brussels Chocolates Inc • Sugar & confectionery products • Texas
STOCK PURCHASE AGREEMENT
Stock Purchase Agreement • August 3rd, 2004 • House of Brussels Chocolates Inc • Sugar & confectionery products • Texas

This Stock Purchase Agreement (the "Agreement") is made and entered into this 29th day of July 2004, by and among DeBas Chocolate, Inc., a California corporation (the "Company"), Guy Debbas and Wendy Debbas (collectively "Seller" or "Debbas") and House of Brussels Chocolates Inc., a Nevada corporation ("Purchaser" or "Brussels").

CONSULTING AGREEMENT
Consulting Agreement • March 12th, 2004 • House of Brussels Chocolates Inc • Sugar & confectionery products • Nevada

This Consulting Agreement ("Agreement") is made and entered into as of the 19th day of November, 2003, between House of Brussels Chocolates Inc., a Nevada corporation (“HOBC”), House of Brussels Chocolates (USA) Ltd., a Nevada corporation (the "Company") and Maria Stacho (the "Consultant").

CONSULTING AGREEMENT
Consulting Agreement • April 27th, 2006 • House of Brussels Chocolates Inc • Sugar & confectionery products

This Consulting Agreement (the "Agreement") is by and between HOUSE OF BRUSSELS CHOCOLATES INC., a Nevada corporation ("Company") and ROBERT WESOLEK ("Consultant").

Contract
Agreement • April 28th, 2005 • House of Brussels Chocolates Inc • Sugar & confectionery products • British Columbia

THE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "ACT"), AND ARE BEING OFFERED AND SOLD IN RELIANCE UPON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE ACT. SUCH SECURITIES MAY NOT BE REOFFERED FOR SALE OR RESOLD OR OTHERWISE TRANSFERRED UNLESS THEY ARE REGISTERED UNDER THE APPLICABLE PROVISIONS OF THE ACT OR ARE EXEMPT FROM SUCH REGISTRATION. THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION (THE "COMMISSION") OR BY ANY STATE SECURITIES ADMINISTRATION OR REGULATORY AUTHORITY.

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ROBERT D. AXELROD, ESQ. ATTORNEY AT LAW
House of Brussels Chocolates Inc • September 9th, 2004 • Sugar & confectionery products

The purpose of this letter is to confirm my agreement with regard to House of Brussels Chocolates Inc. (the "Company") engagement of my firm to represent the Company in connection with general corporate and securities matters of the Company. This engagement agreement will not include, however, any legal or other services in connection with the offer or sale of securities in a capital-raising transaction, and services that directly or indirectly promote or maintain a market for the Company’s securities.

AMENDMENT
Amendment • February 8th, 2006 • House of Brussels Chocolates Inc • Sugar & confectionery products • New York

This Amendment (this “Amendment”), dated as of February 7, 2006, is entered into by and among HOUSE OF BRUSSELS CHOCOLATES, INC., a Nevada corporation (the "Company"), certain subsidiaries of the Company signatories below (the “Subsidiaries”) and LAURUS MASTER FUND, LTD., a Cayman Islands company ("Laurus"), for the purpose of amending the terms of (i) that certain Secured Convertible Term Note, dated March 29, 2005 (as amended, modified or supplemented from time to time, the “Term Note”) issued by the Company to Laurus, (ii) that certain Secured Convertible Minimum Borrowing Note, dated March 29, 2005, issued by the Company and certain subsidiaries of the Company to Laurus (as amended, modified or supplemented from time to time, the “Minimum Borrowing Note”), (iii) that certain Secured Convertible Revolving Note, dated March 29, 2005, issued by the Company and certain subsidiaries of the Company to Laurus (as amended, modified or supplemented from time to time, the “Revolving Note”) a

EMPLOYMENT AGREEMENT
Employment Agreement • September 14th, 2004 • House of Brussels Chocolates Inc • Sugar & confectionery products

This Employment Agreement (the "Agreement"), effective July 29, 2004, is by and between HOUSE OF BRUSSELS CHOCOLATES INC., a Nevada corporation (the "Company") and GUY DEBBAS ("Employee").

HOUSE OF BRUSSELS CHOCOLATES INC. AND CERTAIN OF ITS SUBSIDIARIES MASTER SECURITY AGREEMENT
Master Security Agreement • March 31st, 2005 • House of Brussels Chocolates Inc • Sugar & confectionery products • New York
THIS DOCUMENT WHEN SIGNED CONSTITUTES A LEGALLY BINDING CONTRACT THAT REQUIRES ARBITRATION TO RESOLVE ANY DISPUTES BETWEEN THE PARTIES. CONSULTING AGREEMENT
Consulting Agreement • April 28th, 2005 • House of Brussels Chocolates Inc • Sugar & confectionery products • Texas

This CONSULTING AGREEMENT (the "Agreement") entered into by and between HOUSE OF BRUSSELS CHOCOLATES, INC., ("HBSL"), a Nevada business corporation, whose principal business office is at Suite 208, 750 Terminal Avenue, Vancouver, British Columbia, Canada V6A 2M5, and WYOMING CORPORATE STRATEGIES, INC. ("CS"), a Wyoming business corporation, whose principal business office is at RR-5 Box 2996 Woodville TX, 75979.

Contract
House of Brussels Chocolates Inc • March 31st, 2005 • Sugar & confectionery products • New York

THIS NOTE AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THIS NOTE AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF THIS NOTE MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS NOTE AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF THIS NOTE UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO HOUSE OF BRUSSELS CHOCOLATES INC. THAT SUCH REGISTRATION IS NOT REQUIRED.

LEASE
Lease • August 3rd, 2004 • House of Brussels Chocolates Inc • Sugar & confectionery products
SHARE PLEDGE AGREEMENT
Share Pledge Agreement • March 31st, 2005 • House of Brussels Chocolates Inc • Sugar & confectionery products • New York

This Share Pledge Agreement (this “Agreement”), dated as of March 29, 2005, among Laurus Master Fund, Ltd. (the “Pledgee”), House of Brussels Chocolates Inc., a Nevada corporation (the “Company”), and each of the other undersigned parties (other than the Pledgee) (the Company and each such other undersigned party, a “Pledgor” and collectively, the “Pledgors”).

PURCHASE AGREEMENT
Purchase Agreement • November 25th, 2003 • House of Brussels Chocolates Inc • Sugar & confectionery products • Nevada

This Purchase Agreement (the “Agreement”) is made and entered into on November 19, 2003 (the “Closing Date”), by and among The Candy Jar, Inc., a California corporation (the “Seller”), Zoltan A. Stacho, Maria E. Stacho, Carla P. Stacho and Dorika A. Stacho, shareholders of The Candy Jar, Inc. (“Shareholders”), and of House of Brussels Chocolates Inc., a Nevada corporation (“HOBC”) and House of Brussels Chocolates (USA) Ltd., a Nevada corporation (the “Buyer” or “HOBC (USA)”) which is a wholly owned subsidiary of HOBC.

AGREEMENT
Agreement • March 17th, 2005 • House of Brussels Chocolates Inc • Sugar & confectionery products

HOUSE OF BRUSSELS CHOCOLATES INC., a Nevada corporation, with offices at One Riverway, Suite 1700, Houston, TX, 77056 (hereinafter called “HOBC”).

AMENDMENT AND AGREEMENT
Amendment and Agreement • May 17th, 2006 • House of Brussels Chocolates Inc • Sugar & confectionery products • New York

This Amendment and Agreement (this “Amendment”), dated as of May 16, 2006, is entered into by and among HOUSE OF BRUSSELS CHOCOLATES, INC., a Nevada corporation (the "Company"), certain subsidiaries of the Company signatories below (collectively, the “Subsidiaries”) and LAURUS MASTER FUND, LTD., a Cayman Islands company ("Laurus"), for the purpose of amending the terms of that certain Secured Convertible Minimum Borrowing Note, dated March 29, 2005, issued by the Company and certain subsidiaries of the Company to Laurus (as amended, modified or supplemented from time to time, the “Minimum Borrowing Note”), and setting forth other agreements among the Company, its Subsidiaries and Laurus. Capitalized terms used herein without definition shall have the meanings ascribed to such terms in the Minimum Borrowing Note.

February 7, 2006
House of Brussels Chocolates Inc • February 8th, 2006 • Sugar & confectionery products
ROBERT D. AXELROD, ESQ. ATTORNEY AT LAW 5300 Memorial Drive, Suite 700 Houston, Texas 77007-8292 Telephone (713) 861-1996 Facsimile (713) 552-0202 E-MAIL: rdaxel@asklawhou.com March 1, 2004
House of Brussels Chocolates Inc • March 12th, 2004 • Sugar & confectionery products

House of Brussels, Inc. Attn: Grant Petersen, Chief Executive Officer #208 – 750 Terminal Avenue Vancouver, British Columbia V6A 2M5 CANADA

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