February 7, 2006
February
7, 2006
House
of
Brussels Chocolates, Inc.
House
of
Brussels Holdings Ltd.
Brussels
Chocolates Ltd.
House
of
Brussels (USA) Ltd.
DeBas
Chocolate Inc.
ChocoMed,
Inc.
0000
Xxxxxxx Xxx
Xxxxx,
Xxxxxxx Xxxxxxxx X0X 0X0
Attention:
Xxxxxx Xxxxxxx
Ladies
and Gentleman:
Reference
is hereby made to that certain Security Agreement dated as of March 29, 2005
by
and among House of Brussels Chocolates, Inc., a Nevada corporation (“HBC”), such
other subsidiaries of HBC named in that certain Security Agreement or which
hereafter become a party thereto (HBC and such subsidiaries of HBC,
collectively, the “Company”) and Laurus Master Fund, Ltd. (“Laurus”) (as
amended, modified or supplemented from time to time, the “Security Agreement”).
Capitalized terms used but not defined herein shall have the meanings ascribed
them in the Security Agreement.
Laurus
is
hereby notifying you of its decision to exercise the discretion granted to
it
pursuant to Section 2(a)(iii) of the Security Agreement to make a Loan to the
Company in excess of the Formula Amount from time to time in effect during
the
Period (as defined below) in an aggregate principal amount equal to (w) for
the
portion of the Period beginning on the date hereof and ending on March 31,
2006,
$500,000, (x) for the portion of the Period beginning on April 1, 2006 and
ending on April 30, 2006, $400,000, (y) for the portion of the Period beginning
on May 1, 2006 and ending on May 31, 2006, $300,000 and (z) for the portion
of
the Period beginning on June 1, 2006 and ending on June 30, 2006, $200,000
(the
“Overadvance”).
In
connection with making the Overadvance, for a period beginning on the date
hereof and ending on June 30, 2006 (the “Period”), Laurus hereby waives
compliance with Section 3 of the Security Agreement, but solely as such
provision relates to the immediate repayment requirement for Overadvances.
Laurus further agrees that solely for such Period (but not thereafter), (i)
the
Overadvance shall not trigger an Event of Default under Section 19(a) of the
Security Agreement,
and
(ii) the Overadvance rate set forth in Section 5(b)(ii) of the Security
Agreement (the “Overadvance Rate”) shall not apply.
All
other terms and provisions of the Security Agreement and the Ancillary
Agreements remain in full force and effect.
This
letter may not be amended or waived except by an instrument in writing signed
by
the Company and Laurus. This letter may be executed in any number of
counterparts, each of which shall be an original and all of which, when taken
together, shall constitute one agreement. Delivery of an executed signature
page
of this letter by facsimile transmission shall be effective as delivery of
a
manually executed counterpart hereof or thereof, as the case may be. This letter
shall be governed by, and construed in accordance with, the laws of the State
of
New York. This letter sets forth the entire agreement between the parties hereto
as to the matters set forth herein and supersede and replace all prior
communications, written or oral, with respect to the matters herein (including,
without limitation, that certain Overadvance Letter, dated March 29, 2005,
by
and among the Company and Laurus, as amended). The Company hereby agrees to
file
an 8-K with the Securities and Exchange Commission disclosing the transactions
set forth in this Amendment as soon as practicable, but no later than February
10, 2006
If
the
foregoing meets with your approval please signify your acceptance of the terms
hereof by signing below.
|
LAURUS
MASTER FUND, LTD.
|
|||
|
By:
|
/s/ Xxxxx Grin | ||
|
Xxxxx
Grin
|
|||
|
Director
|
|||
|
Agreed
and accepted on the date hereof
|
||
|
By:
|
/s/ Xxxxx Xxxxxxxx | |
|
Name:
Xxxxx Xxxxxxxx
|
||
|
Title: CEO
|
||
|
HOUSE
OF BRUSSELS HOLDINGS LTD.
|
||
|
By:
|
/s/ Xxxxx Xxxxxxxx | |
|
Name:
Xxxxx Xxxxxxxx
|
||
|
Title: CEO
|
||
|
BRUSSELS
CHOCOLATES LTD.
|
||
|
By:
|
/s/ Xxxxx Xxxxxxxx | |
|
Name:
Xxxxx Xxxxxxxx
|
||
|
Title: CEO
|
||
|
HOUSE
OF BRUSSELS CHOCOLATES (USA) LTD.
|
||
|
By:
|
/s/ Xxxxx Xxxxxxxx | |
|
Name:
Xxxxx Xxxxxxxx
|
||
|
Title: CEO
|
||
|
DEBAS
CHOCOLATE INC.
|
||
|
By:
|
/s/ Xxxxx Xxxxxxxx | |
|
Name:
Xxxxx Xxxxxxxx
|
||
|
Title: Chairman
|
||
|
CHOCOMED,
INC.
|
||
|
By:
|
/s/ Xxxxx Xxxxxxxx | |
|
Name:
Xxxxx Xxxxxxxx
|
||
|
Title: Chairman
|
||
