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.
