SHARE PURCHASE AGREEMENT ------------------------ THIS AGREEMENT is made effective as of the 2nd day of April, 2002. AMONG: THE UNDERSIGNED SHAREHOLDERS OF HOUSE OF BRUSSELS HOLDINGS LTD., A BRITISH COLUMBIA COMPANY -----------------------------...Share Purchase Agreement • April 24th, 2002 • Green Fusion Corp • Mining & quarrying of nonmetallic minerals (no fuels) • Nevada
CONSULTING AGREEMENT THIS AGREEMENT FOR CONSULTING SERVICES (the "Agreement") is entered into and effective as of March 5, 2002 by and between Giusepping Zumpano, of Vico 6 Cirili'o No. 28, 89045 Mammola, Provincia Reggio Calabria, Italia (the...Consulting Agreement • March 26th, 2002 • Green Fusion Corp • Mining & quarrying of nonmetallic minerals (no fuels)
EXHIBIT 10.2 SHARE PURCHASE AGREEMENT -------------------------- Extension Agreement made effective as of the 22nd day of October, 2001. The undersigned, being all of the parties to the Share Purchase Agreement dated August 17, 2001, hereby agree to...Share Purchase Agreement • November 14th, 2001 • Green Fusion Corp • Mining & quarrying of nonmetallic minerals (no fuels)
CONSULTING AGREEMENT THIS AGREEMENT FOR CONSULTING SERVICES (the "Agreement") is entered into and effective as of December 1, 2002 by and between Hideko Ak LaBella, of 53 Middletown, Connecticut, 06457 (the "Consultant"), and GREEN FUSION CORPORATION,...Consulting Agreement • May 6th, 2003 • House of Brussels Chocolates Inc • Sugar & confectionery products
EXHIBIT 10.4 MEMORANDUM OF AGREEMENT ----------------------- THIS AGREEMENT is made effective as of the 11th day of March, 2002. AMONG: THE UNDERSIGNED SHAREHOLDERS OF HOUSE OF BRUSSELS HOLDINGS LTD., A BRITISH COLUMBIA COMPANY...Memorandum of Agreement • April 1st, 2002 • Green Fusion Corp • Mining & quarrying of nonmetallic minerals (no fuels)
REGISTRATION RIGHTS AGREEMENTRegistration 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.
COMMISSION AGREEMENT THIS AGREEMENT FOR COMMISSION (the "Agreement") is entered into and effective as of December 1, 2002 by and between KELLEE WALLACE, OF 4438 South 166th Street, Seattle, WA 98188 (the "Consultant"), and GREEN FUSION CORPORATION, a...Commission Agreement • May 6th, 2003 • House of Brussels Chocolates Inc • Sugar & confectionery products
SECURITIES PURCHASE AGREEMENT LAURUS MASTER FUND, LTD. and HOUSE OF BRUSSELS CHOCOLATES INC. Dated: March 29, 2005Securities 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 AGREEMENTSecurity Agreement • March 31st, 2005 • House of Brussels Chocolates Inc • Sugar & confectionery products • New York
ContractWarrant Agreement • July 22nd, 2005 • House of Brussels Chocolates Inc • 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.
CONSULTING AGREEMENT THIS AGREEMENT FOR CONSULTING SERVICES (the "Agreement") is entered into and effective as of November 26, 2001 by and between Fraser Barnes, of Apt 302, 15th East - 30 Street, New York, NY, 10016 (the "Consultant"), and Green...Consulting Agreement • November 29th, 2001 • Green Fusion Corp • Mining & quarrying of nonmetallic minerals (no fuels)
FUNDS ESCROW AGREEMENTFunds 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"):
ContractSecured Convertible Term Note • March 31st, 2005 • House of Brussels Chocolates Inc • 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.
ContractRule 506 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.
ContractCommon Stock Purchase Warrant • March 31st, 2005 • House of Brussels Chocolates Inc • 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.
AGREEMENTIp Transfer 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.
OPTION AGREEMENT ----------------Option Agreement • January 28th, 2000 • Green Fusion Corp • British Columbia
GUARANTYGuaranty • March 31st, 2005 • House of Brussels Chocolates Inc • 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 AGREEMENTEmployment Agreement • August 2nd, 2005 • House of Brussels Chocolates Inc • Sugar & confectionery products • Texas
STOCK PURCHASE AGREEMENTStock 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").
EXHIBIT 10.3 MANAGEMENT AND OFFICE SERVICES AGREEMENT THIS AGREEMENT FOR MANAGEMENT AND OFFICE SERVICES (the "Agreement") is entered into on September 1st, 2001 by and between GFC Ventures Corp., ("GFC"), and Green Fusion Corporation, a Corporation...Management and Office Services Agreement • November 14th, 2001 • Green Fusion Corp • Mining & quarrying of nonmetallic minerals (no fuels)
CONSULTING AGREEMENTConsulting 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 AGREEMENTConsulting 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").
ROBERT D. AXELROD, ESQ. ATTORNEY AT LAWEngagement Agreement • September 9th, 2004 • House of Brussels Chocolates Inc • 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.
AMENDMENTSecured Convertible Term Note 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 AGREEMENTEmployment 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 AGREEMENTMaster 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 AGREEMENTConsulting 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.
ContractSecured Convertible Minimum Borrowing Note • March 31st, 2005 • House of Brussels Chocolates Inc • 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.
LEASELease Agreement • August 3rd, 2004 • House of Brussels Chocolates Inc • Sugar & confectionery products
SHARE PLEDGE AGREEMENTShare 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 AGREEMENTPurchase 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.
AGREEMENTManufacturing 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 AGREEMENTSecured Convertible Minimum Borrowing Note Amendment • 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, 2006Overadvance Letter • February 8th, 2006 • House of Brussels Chocolates Inc • Sugar & confectionery products
