Filed by Automated Filing Services Inc. (604) 609-0244 - House of Brussels Chocolates Inc. - Exhibit 10.1







EXHIBIT 10.1



PURCHASE AGREEMENT 


      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. 

      WHEREAS, the Seller owns
  and desires to sell certain assets of the business including, but not limited
  to, manufacturing equipment, intellectual property including trade names, recipes,
  and customer lists and other assets, as set forth in Exhibit “A” and
  certain inventory as listed on Exhibit “A-1” hereto (hereinafter referred
  to collectively as the “Purchased Assets”); and 

      WHEREAS, the Shareholders
  own 2.038 shares of common stock, no par value (the "Shares") of Seller; and


      WHEREAS, the Buyer desires
  to purchase the Purchased Assets for the Purchase Price set forth in Article
  II, subject to the terms agreed upon herein; and 

      WHEREAS, the Shareholders
  believes it is in the best interest of Seller to sell the assets of the business
  as contemplated herein. 

      NOW, THEREFORE, in consideration
  of the premises, the mutual covenants and agreements and the respective representations
  and warranties herein contained, and on the terms and subject to the conditions
  herein set forth, the parties hereto, intending to be legally bound, hereby
  agree as follows: 

 ARTICLE I

  PURCHASE OF THE PURCHASED ASSETS 

      Section 1.1 Purchase of the
  Purchased Assets. Subject to the terms and conditions set forth in this
  Agreement, at the Closing Date the Seller hereby agrees to sell, transfer, assign,
  convey and deliver to Buyer, and the Buyer agrees to purchase, all of the Purchased
  Assets as set forth in Exhibit “A” and Exhibit “A-1” hereto.
  The Seller and Shareholders specifically represent and warrant that The Candy
  Jar, Inc. is the sole owner of the Purchased Assets free and clear of any liens,
  claims, equities, charges, options, rights of first refusal, or encumbrances,
  except as otherwise set forth on Exhibit 4.2. 


     Section 1.2 Transactions. The transactions described in this Article I are collectively the “Transactions”.









      Section 1.3 Intent of the
  Parties. Although the Exhibits to this Agreement are intended to be complete,
  in the event such Exhibits fail to contain the description of any asset belonging
  to Seller which is used in connection with Seller’s business or are otherwise
  necessary for the ownership of the business of The Candy Jar, Inc., such assets
  shall nonetheless be deemed transferred to Buyer at the Closing Date. With the
  exception of the brokerage commission identified in Section 4.18, the
  assumption of the telephone system lease for $144.12 per month, a copy of which
  has been previously provided to Buyer, and the potential accrued vacation time
  discussed in Section 4.10, Buyer shall not assume any liabilities. 

      Section 1.4 Related Transactions.
  The following actions shall take place contemporaneously at the Closing (collectively,
  the “Related Transactions”): 

	 	(a)	HOBC (USA) will enter into a Consulting
        Agreement with Maria E. Stacho for services to be provided for two (2)
        years with compensation at the rate of $70,000 per year payable in shares
        of HOBC common stock, freely-tradable, issued quarterly pursuant to a
        Form S-8, as agreed in the form attached hereto as Exhibit “C”;
        and

	 	 	 
	 	(b)	HOBC (USA) will enter into an Employment
        Agreement with Carla P. Stacho for services to be provided for one (1)
        year with compensation of 20,000 HOBC stock options and annual compensation
        at the rate of $50,000 in cash, as agreed in the form attached hereto
        as Exhibit “D”.



 ARTICLE II

  PURCHASE PRICE  

      Section 2.1 Purchase Price.
  As consideration for the Transactions, the Buyer shall pay $233,820.50 cash
  and 200,000 shares of restricted HOBC common stock (“HOBC Stock”)
  (collectively referred to herein as the “Purchase Price”) for the
  Purchased Assets. The Buyer shall pay and deliver the Purchase Price to the
  Seller at Closing (as hereinafter defined) as follows: 

	 	(i)	$30,000.00 credit in the form of a refundable
        deposit previously paid on October 2, 2003 under the terms of the “Memorandum
        of Understanding” entered by the parties on that date;

	 	 	 
	 	(ii)	$20,000.00 credit in the form of a refundable deposit paid
      on October 31, 2003;
	 	 	 
	 	(iii)	$43,225.32 payable directly to Bank
        of America in full and final payment of liens held by Bank of America
        under Loan No. 6824 0044 647599;

	 	 	 
	 	(iv)	$16,573.90 payable directly to Berkley
        Farms in full and final payment of amounts owed to the Landlord for the
        property located at 2065 Oakdale, San Francisco, California 94124;

	 	 	 
	 	(v)	$42,502.73 payable directly to the Internal
        Revenue Service in full and final payment of amounts owed for past due
        941 payroll taxes , exclusive of penalties and interest accrued thereon,
        which shall be subject to escrow as discussed in Article VI herein;









 

	 	(vi)	$6,500.00 which shall be held in escrow
        as described in Article VI, which shall be reserved for potential accrued
        penalties and interest due from Seller to the Internal Revenue Service,
        and which shall be subject to possible reduction and/or forgiveness, and
        which shall be paid directly to the Internal Revenue Service upon resolution
        of any and all claims against Seller;

	 	 	 
	 	(vii)	$8,501.23 payable directly to the City
        and County of San Francisco in full and final payment of amounts owed
        to the (local taxing authority), exclusive of penalties and interest accrued
        thereon, which shall be subject to escrow as discussed in Article VI herein;
      

	 	 	 
	 	(viii) 	$66,517.32 as the balance of the $233,820.50 in cash, cashier’s
      check, or wire transfer at the Closing payable to The Candy Jar, Inc.; and
	 	 	 
	 	(ix)	200,000 shares of restricted HOBC Common
        Stock, issued in the name of The Candy Jar, Inc., subject to the conditions
        of escrow contained in Article VI.



 ARTICLE III

  CLOSING  

      Section 3.1 The Closing.
  The closing of the transactions contemplated by this Agreement shall take place
  at the office of Seller or such other place as agreed upon by the parties on
  November 19, 2003, or by such other means or at other specific time and place
  as agreed upon among the parties hereto (the “Closing”). 

      Section 3.2 Seller’s
  Delivery and Execution. At the Closing the Seller shall deliver to Buyer
  the Bill of Sale for the Purchased Assets, in the form of which is attached
  hereto as Exhibit “B”. 

      Section 3.3 Buyer’s
  Delivery and Execution. At the Closing, the Buyer shall deliver to the Seller
  the Purchase Price as set forth in Article II. 

 ARTICLE IV

  REPRESENTATIONS AND WARRANTIES

  OF THE SELLER AND SHAREHOLDERS 

      The Seller and Shareholders,
  jointly and severally, hereby represent and warrant to Buyer as follows: 

      Section 4.1. Organization,
  Good Standing and Qualification. The Seller (i) is an entity duly organized,
  validly existing and in good standing under the laws of the jurisdiction of
  its organization, (ii) has all requisite power and authority to carry on its
  business, and (iii) is duly qualified to transact business and is in good standing
  in all jurisdictions where its ownership, lease or operation of property or
  the conduct of its business requires such qualification, except where the failure
  to do so would not have a material adverse effect to the Seller. The authorized
  capital stock of the Seller consists of 100,000 shares of common stock, no par
  value, of which 2,038 shares are validly issued and outstanding. All of such
  issued and outstanding shares of the 








 Seller have been duly authorized, validly issued, fully paid
  and are non-assessable. None of the shares were issued in violation of any preemptive
  rights. 

      Section 4.2 Ownership of
  the Purchased Assets. On the Closing Date, the Seller and Shareholders represent
  and warrant that The Candy Jar, Inc. is the sole owner of the Purchased Assets
  free and clear of any liens, claims, equities, charges, options, rights of first
  refusal, or encumbrances, with the exception of those identified in Exhibit
  4.2 and Exhibit 4.2(a). The Seller and Shareholders have the unrestricted right
  and power to transfer, convey and deliver full ownership of the Purchased Assets
  without the consent or agreement of any other person and without any designation,
  declaration or filing with any governmental authority, and upon the transfer
  of the Purchased Assets to the Buyer as contemplated herein, Buyer will receive
  good and valid title thereto, free and clear of any liens, claims, equities,
  charges, options, rights of first refusal, encumbrances or other restrictions
  (except those that may be imposed by law). There are no outstanding or threatened
  claims of infringement against Seller respecting the use of any of the Purchased
  Assets in connection with the operations or business of the Seller and the Seller
  has no knowledge of any trademark, service mark, trade name, assumed name, copyright,
  patent, trade secret, contractual or other rights of any third party which may
  be violated or infringed by the use of any of the Purchased Assets. 

      Section 4.3 Authorization.
  The Seller is a corporation with full power, capacity, and authority to enter
  into this Agreement and perform the obligations contemplated hereby by and for
  itself. All action on the part of the Seller necessary for the authorization,
  execution, delivery and performance of this Agreement by the Seller has been
  taken or will be taken prior to Closing. This Agreement, when duly executed
  and delivered in accordance with its terms, will constitute legal, valid, and
  binding obligations of the Seller enforceable against the Seller in accordance
  with its terms, except as may be limited by bankruptcy, insolvency, and other
  similar laws affecting creditors' rights generally or by general equitable principles.


      Shareholders represents that
  they are persons of full age of majority, with full power, capacity, and authority
  to enter into this Agreement and perform the obligations contemplated hereby
  by and for themselves. All action on the part of Shareholders necessary for
  the authorization, execution, delivery and performance of this Agreement by
  them has been taken and will be taken prior to Closing. This Agreement, when
  duly executed and delivered in accordance with its terms, will constitute legal,
  valid and binding obligations of the Shareholders enforceable against then in
  accordance with its terms, except as may be limited by bankruptcy, insolvency,
  reorganization and other similar laws of general application affecting creditors’
  rights generally or by general equitable principles. 

      Section 4.4 Seller’s
  Access to Information. The Seller hereby confirms and represents that it
  (a) has received a copy of Buyer’s Form 10-KSB for the year ended April
  30, 2003, and a copy of Buyer’s Form 10-QSB for the quarter ended July
  31, 2003; (b) has been afforded the opportunity to ask questions of and receive
  answers from representatives of the Buyer concerning the business and financial
  condition, properties, operations and prospects of the Buyer; (c) has such knowledge
  and experience in financial and business matters so as to be capable of evaluating
  the relative merits and risks of the transactions contemplated hereby; (d) has
  had an opportunity to engage and is represented by an attorney of its choice;
  (e) has had an opportunity to negotiate the terms and conditions of this Agreement;
  (f) has been given adequate time to evaluate the merits and risks of the transactions
  contemplated hereby; and (g) has been 








 provided with and given an opportunity to review all current
  information about the Buyer. The Seller has asked such questions about the Buyer
  as it desires to ask and all such questions have been answered to the full satisfaction
  of the Seller. 

      Section 4.5 Acquisition of
  Stock for Investment. The Seller and Shareholders understand that the issuance
  of HOBC stock will not have been registered under the Securities Act of 1933,
  as amended (the “Act”), or any state securities acts, and are accordingly,
  are restricted securities, and the Seller represents and warrants to the Buyer
  that the Seller’s and the Shareholders’ present intention is to receive
  and hold the HOBC stock for investment only and not with a view to the distribution
  or resale thereof. 

      Additionally, the Seller and
  the Shareholders understand that any sale of the HOBC stock, under current law,
  will require either (a) the registration of the HOBC stock under the Act and
  applicable state securities acts; (b) compliance with Rule 144 of the Act; or
  (c) the availability of an exemption from the registration requirements of the
  Act and applicable state securities acts. The Seller understands that the Buyer
  has not undertaken and does not presently intend to file a Registration Statement
  to register the HOBC stock that is to be issued to the Seller as contemplated
  herein. The Seller agrees to execute, deliver, furnish or otherwise provide
  to the Buyer an opinion of counsel reasonably acceptable to the Buyer prior
  to any subsequent transfer of the HOBC stock, that such transfer will not violate
  the registration requirements of the federal or state securities acts. 

      To assist in implementing the
  above provisions, the Seller and the Shareholders hereby consents to the placement
  of the legend, or a substantially similar legend, set forth below, on all certificates
  representing ownership of the common stock of the Buyer acquired hereby until
  the common stock of the Buyer has been sold, transferred, or otherwise disposed
  of, pursuant to the requirements hereof. The legend shall read substantially
  as follows: 


   “THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE
    SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES ACTS.
    THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT, ARE RESTRICTED AS TO TRANSFERABILITY,
    AND MAY NOT BE SOLD, HYPOTHECATED, OR OTHERWISE TRANSFERRED WITHOUT COMPLIANCE
    WITH THE REGISTRATION AND QUALIFICATION PROVISIONS OF APPLICABLE FEDERAL AND
    STATE SECURITIES LAWS OR APPLICABLE EXEMPTIONS THEREFROM.” 



      Section 4.6 No Breaches or
  Defaults. The execution, delivery, and performance of this Agreement by
  the Seller and Shareholders does not: (i) conflict with, violate, or constitute
  a breach of or a default under, (ii) result in the creation or imposition of
  any lien, claim, or encumbrance of any kind upon the Purchased Assets, or (iii)
  require any authorization, consent, approval, exemption, or other action by
  or filing with any third party or governmental authority under any provision
  of: (a) any applicable legal requirement, or (b) any credit or loan agreement,
  promissory note, or any other agreement or instrument to which the Seller or
  Shareholders are a party or by which the Purchased Assets may be bound or affected.
  For purposes of this Agreement, "Governmental Authority" means any foreign governmental
  authority, the United States of America, any state of the United States, and
  any agency, department, commission, 








 court, or similar entity, having jurisdiction over the parties
  hereto or their respective assets or properties. For purposes of this Agreement,
  "Legal Requirement" means any law, statute, injunction, decree, order or judgment
  (or interpretation of any of the foregoing) of, and the terms of any license
  or permit issued by, any Governmental Authority. 

      Section 4.7 Consents.
  No permit, consent, approval or authorization of, or designation, declaration
  or filing with any Governmental Authority or any other person or entity is required
  on the part of the Seller or Shareholders in connection with the execution and
  delivery by the Seller or Shareholders of this Agreement or the consummation
  and performance of the transactions contemplated hereby other than as required
  under the federal securities laws. 

      Section 4.8 Pending Claims.
  Except as set forth in Exhibit 4.8, there is no claim, suit, arbitration, investigation,
  action or other proceeding, whether judicial, administrative or otherwise, now
  pending or, to the best of the Seller’s or Shareholders’ knowledge,
  threatened before any court, arbitration, administrative or regulatory body
  or any governmental agency which may result in any judgment, order, award, decree,
  liability or other determination which will or could reasonably be expected
  to have any effect upon Seller or Shareholders, or the transfer by Seller to
  Buyer of the Purchased Assets as contemplated herein, nor is there any basis
  known to Seller or Shareholders for any such action. No litigation is pending,
  or, to Seller’s or Shareholders’ knowledge, threatened against Seller
  or Shareholders, or their assets or properties which seeks to restrain or enjoin
  the execution and delivery of this Agreement or any of the documents referred
  to herein or the consummation of any of the transactions contemplated thereby
  or hereby. Neither Seller nor Shareholders are subject to any judicial injunction
  or mandate or any quasi-judicial or administrative order or restriction directed
  to or against them or which would affect Seller, Shareholders or the Purchase
  Assets to be transferred under this Agreement. 

      Section 4.9 Taxes. Except
  for the items listed in Exhibit 4.9, Seller has timely and accurately filed
  all federal, state, foreign and local tax returns and reports required to be
  filed prior to such dates and have timely paid all taxes shown on such returns
  as owed for the periods of such returns, including all sales taxes and withholding
  or other payroll related taxes shown on such returns. Seller has made adequate
  provision for the payment of all taxes accruable for all periods ending on or
  before the Closing Date to any taxing authority and are not delinquent in the
  payment of any tax or governmental charge of any nature. No assessments or notices
  of deficiency or other communications have been received by Seller or Shareholders
  with respect to any tax return which has not been paid, discharged or fully
  reserved against and no amendments or applications for refund have been filed
  or are planned with respect to any such return. There are no agreements between
  Seller and/or Shareholders and any taxing authority, including, without limitation,
  the Internal Revenue Service, waiving or extending any statute of limitations
  with respect to any tax return. 

      Section 4.10 Labor Matters.
  Seller is not a party or otherwise subject to any collective bargaining agreement
  with any labor union or association. There are no discussions, negotiations,
  demands or proposals that are pending or have been conducted or made with or
  by any labor union or association, and there are not pending or threatened against
  Seller any labor disputes, strikes or work stoppages. To the best of Seller’s
  and Shareholders’ knowledge, Seller is in compliance with all federal and
  state laws respecting employment and employment practices, terms and conditions
  of employment and wages and hours, and, to its knowledge, is 








 not engaged in any unfair labor practices. Seller and Shareholders
  are not a party to any written or oral contract, agreement or understanding
  for the employment of any officer, director or employee of Seller. Seller shall
  be responsible for the payment of any obligations or amounts owed to its employees
  for items including, but not limited to accrued wages, vacation time, sick leave,
  bonus and severance, through September 1, 2003. Buyer shall assume liability
  for potential obligations for accrued vacation time after September 1, 2003.


      Section 4.11 Compliance with
  Laws. Seller is, and at all times prior to the date hereof have been, to
  the best of its knowledge, in compliance with all statutes, orders, rules, ordinances
  and regulations applicable to it or to the ownership of their assets or the
  operation of their businesses, except for failures to be in compliance that
  would not have a material adverse effect on the business, properties, condition
  (financial or otherwise) or prospects of Seller. Seller and Shareholders have
  no basis to expect, nor have they received, any order or notice of any such
  violation or claim of violation of any such statute, order, rule, ordinance
  or regulation by Seller. Exhibit 4.11 sets forth all licenses and permits held
  by Seller used in the operation of their businesses. These licenses and permits
  represent all of the licenses and permits required by Seller for the operation
  of their business. 

      Section 4.12 Title to Properties;
  Encumbrances. Except as set forth in Exhibit 4.12, Seller has good and marketable
  title to all of its properties and assets, real and personal, tangible and intangible,
  that are material to the condition (financial or otherwise), business, operations
  or prospects of Seller, free and clear of all mortgages, claims, liens, security
  interests, charges, leases, encumbrances and other restrictions of any kind
  and nature, except (i) statutory liens not yet delinquent, and (ii) such liens
  consisting of zoning or planning restrictions, imperfections of title, easements,
  pledges, charges and encumbrances, if any, as do not materially detract from
  the value or materially interfere with the present use of the property or assets
  subject thereto or affected thereby. 

      Section 4.13 No Pending Transactions.
  Except for the transactions contemplated by this Agreement, neither Seller nor
  Shareholders are a party to or bound by or the subject of any agreement, undertaking,
  commitment or discussions or negotiations with any person that could result
  in (i) the sale, merger, consolidation or recapitalization of Seller, (ii) the
  sale of all or substantially all of the assets of Seller, or (iii) a change
  of control of more than five percent of the outstanding capital stock of Seller.


      Section 4.14 Material Agreements;
  Action. There are no material contracts, agreements, commitments, understandings
  or proposed transactions, whether written or oral, to which Seller or Shareholders
  are a party or by which they are bound that involve or relate to: (i) the sale
  of any of the assets of Seller other than in the ordinary course of business;
  (ii) covenants of Seller or Shareholders not to compete in any line of business
  or with any person in any geographical area or covenants of any other person
  not to compete with Seller in any line of business or in any geographical area;
  (iii) the acquisition by Seller of any operating business or the capital stock
  of any other Person; or (iv) the borrowing of money which would affect the transfer
  of the Purchased Assets. 

      Section 4.15 No Default.
  Except as listed in Exhibit 4.15 hereto, neither Seller nor Shareholders are
  in default under any term or condition of any instrument evidencing, creating
  or securing any indebtedness of Seller, and there has been no default in any
  material obligation to 








 be performed by Seller or Shareholders under any other contract,
  lease, agreement, commitment or undertaking to which it is a party or by which
  it or its assets or properties are bound, nor have Seller or Shareholders waived
  any material right under any such contract, lease, agreement, commitment or
  undertaking. 

      Section 4.16 Insurance.
  Seller maintains adequate insurance with respect to its business and is in compliance
  with all material requirements and provisions thereof until November 7, 2003.


      Section 4.17 No Undisclosed
  Liabilities. Except as listed in Exhibit 4.17 hereto, Seller does not have
  any obligations or liabilities (contingent or otherwise) in excess of $5,000,
  either individually or in the aggregate, that has not been previously disclosed
  to Buyer. 

      Section 4.18 Brokerage Commission.
  To the extent a brokerage commission is due in connection with this Agreement
  or the transactions contemplated hereby, Buyer assumes the obligation of paying
  the brokerage commission in an amount not to exceed 10% of the cash portion
  of the Purchase Price. 

      Section 4.19 Disclosure.
  No representation or warranty of the Seller or the Shareholders contained in
  this Agreement (including the exhibits hereto) contains any untrue statement
  or omits to state a material fact necessary in order to make the statements
  contained herein or therein, in light of the circumstances under which they
  were made, not misleading. 

 ARTICLE V

  REPRESENTATIONS AND WARRANTIES

  OF BUYER AND HOBC 


     Buyer and HOBC, jointly and severally, hereby represents and warrants to the Seller as follows:


      Section 5.1 Authorization.
  The Buyer and HOBC are coprporations with full power, capacity, and authority
  to enter into this Agreement and perform the obligations contemplated hereby
  by and for itself. All action on the part of the Buyer and HOBC necessary for
  the authorization, execution, delivery and performance of this Agreement by
  the Buyer and HOBC have been taken or will be taken prior to Closing. This Agreement
  constitutes a valid and binding obligation of Buyer and HOBC enforceable against
  Buyer and HOBC in accordance with its terms, subject to bankruptcy, insolvency,
  reorganization, and other laws of general application relating to or affecting
  creditors’ rights and to general equitable principles. 

      Section 5.2 Organization,
  Good Standing and Qualification. The Buyer and HOBC each (i) is an entity
  duly organized, validly existing and in good standing under the laws of the
  jurisdiction of its organization, (ii) has all requisite power and authority
  to carry on its business, and (iii) is duly qualified to transact business and
  is in good standing in all jurisdictions where its ownership, lease or operation
  of property or the conduct of its business requires such qualification, except
  where the failure to do so would not have a material adverse effect to the Buyer.
  All of such issued and outstanding shares of the Buyer and HOBC have been duly









 authorized, validly issued, fully paid and are non-assessable.
  None of the shares were issued in violation of any preemptive rights. 

      Section 5.3 No Breaches or
  Defaults. The execution, delivery, and performance of this Agreement by
  Buyer and HOBC does not: (i) conflict with, violate, or constitute a breach
  of or a default under, (ii) result in the creation or imposition of any lien,
  claim, or encumbrance of any kind upon the Purchased Assets, or (iii) require
  any authorization, consent, approval, exemption, or other action by or filing
  with any third party or Governmental Authority under any provision of: (a) any
  applicable Legal Requirement, or (b) any credit or loan agreement, promissory
  note, or any other agreement or instrument to which Buyer or HOBC is a party
  or by which the Purchase Assets may be bound or affected. 

      Section 5.4 Consents.
  No permit, consent, approval or authorization of, or designation, declaration
  or filing with, any Governmental Authority or any other person or entity is
  required on the part of Buyer or HOBC in connection with the execution and delivery
  by Buyer and HOBC of this Agreement or the consummation and performance of the
  transactions contemplated hereby other than as required under the federal securities
  laws. 

      Section 5.5 Pending Claims.
  There is no claim, suit, action or proceeding, whether judicial, administrative
  or otherwise, pending or, to the best of Buyer’s or HOBC’s knowledge,
  threatened with respect to any of the Purchased Assets or the performance of
  this Agreement by Buyer or HOBC. 

      Section 5.6 No Additional
  Representations. Seller acknowledges that the Buyer r has made no representations
  or warranties to Seller as to the financial condition or otherwise of the Buyerr
  other than as contained in the Form 10-KSB of the Buyer for the fiscal year
  ended April 30, 2003 and the Form 10-QSB for the quarter ended July 31, 2003.


      Section 5.7 Disclosure.
  No representation or warranty of Buyer or HOBC contained in this Agreement (including
  the exhibits hereto) contains any untrue statement or omits to state a material
  fact necessary in order to make the statements contained herein or therein,
  in light of the circumstances under which they were made, not misleading. 

      Section 5.8 No Brokerage
  Commission. Except with respect to the obligation assumed by the Buyer pursuant
  to Section 4.18, no broker or finder has acted for the Buyer or HOBC in connection
  with this Agreement or the transactions contemplated hereby, and no person is
  entitled to any brokerage or finder’s fee or compensation in respect thereof
  based in any way on agreements, arrangements or understandings made by or on
  behalf of Buyer or HOBC. 

      Section 5.9 Valid Issuance.
  The HOBC common stock to be issued hereunder to the Seller will, when issued
  in accordance with the provisions of this Agreement, be validly issued, fully
  paid and non-assessable, and entitled to all of the benefits and rights stated
  in HOBC’s Articles of Incroporation and other charter documents. 

      Section 5.10 Restricted Stock.
  The shares of HOBC common stock to be issued to Seller are restricted securities
  and may only be sold, under current law, either by (a) the registration of the
  HOBC stock under the Act and applicable state securities acts; (b) compliance









 with Rule 144 of the Act; or (c) the availability of an exemption
  from the registration requirements of the Act and applicable state securities
  acts. HOBC will use its best efforts to maintain current information available
  on HOBC by complying with its reporting requirements under The Securities Act
  of 1934, as amended, and will not take any action to prevent Seller from selling
  its shares in compliance with Rule 144 of the Act, provided that the Seller
  is in compliance with Rule 144. 

 ARTICLE VI

  ESCROW OF HOBC STOCK AND CASH  

      Section 6.1 Escrow of HOBC
  Stock. Seller and Shareholders understand and acknowledge that the purchase
  of assets represented by this Agreement, is based, to a material degree, upon
  the representations and warranties as set forth and contained herein regarding,
  among other things, the release of lien against the Purchased Assets held by
  Marble Bridge Funding Group, Inc. (the “Marble Bridge Lien”) and that
  there are no liabilities of the Seller (except as disclosed herein). Therefore,
  as additional comfort to Buyer, Seller and Shareholders agree to have the HOBC
  Stock held by Buyer, who agrees to hold the HOBC stock in escrow for a period
  of 360 days from the Closing Date. In the event the Marble Bridge Lien is not
  completely released to the satisfaction of Buyer within the 360-day escrow period,
  or in the event that the Buyer becomes obligated for any of the Seller’s
  liabilities (including any tax liabilities in excess of the $6,500 discussed
  in Section 6.2 below), then the HOBC stock shall be used as an offset by the
  Buyer for such payments. A determination will be made as to the amount owed
  by Seller under the Marble Bridge Lien or for such liabilities and the Buyer
  shall reduce the number of shares of HOBC to be issued to Seller by the amount
  of the remaining debt as determined by the five day average closing price of
  HOBC stock as of the termination of the escrow. By way of illustration, if the
  amount of debt still outstanding on the Marble Bridge Lien or the liabilities
  of Seller was $1,000 and the stock price of HOBC was $1.00, then the number
  of shares to be issued to Seller would be reduced by 1,000 shares. 

      Section 6.2 Escrow of $6,500.
  As additional comfort to Buyer, Seller and Shareholders agree to have $6,500
  of the cash portion of the Purchase Price held in escrow with Buyer until such
  time as the penalties and interest on the taxes owed to the Intenal Revenue
  Service and the City and County of San Francisco have been fully extinguished.


 ARTICLE VII

  CONDITIONS TO CLOSING 

      Section 7.1 Conditions to
  Closing by the Buyer. The obligations of the Buyer to effect the transactions
  contemplated hereby are subject to:

	 	(i)	The Seller shall have made all of its deliveries contemplated herein to
      the Buyer; and
	 	 	 
	 	(ii)	The Board of Directors of the Seller and Buyer shall have approved and
      authorized the transactions contemplated herein. 








     Section 7.2 Conditions to Closing by the Seller.
  The obligations of the Seller to effect the transactions contemplated hereby
  are subject to: 

	 	(i)	The Buyer shall have tendered all of its consideration contemplated
      herein to the Seller or other parties as set forth in Article II;
	 	 	 
	 	(ii)	The Buyer shall have made all of its deliveries contemplated
      herein to the Seller; and
	 	 	 
	 	(iii)	The Board of Directors of the Buyer and Seller shall have
      approved and authorized the transactions contemplated herein.


     Section 7.3 Conditions to
  the Obligations of all Parties. The obligations of the Parties to effect
  the transactions contemplated hereby are further subject to the following condition:


   No action, suit or proceeding by or before any court or
    any governmental or regulatory authority shall have been commenced or threatened,
    and no investigation by any governmental or regulatory authority shall have
    been commenced or threatened, seeking to restrain, prevent or challenge the
    transactions contemplated hereby or seeking judgments against the Parties;
    and all Consents of third parties have been obtained.



 ARTICLE VIII

  INDEMNIFICATION 

      Section 8.1 Indemnification
  from the Seller and Shareholders. The Seller and Shareholders, jointly and
  severally, hereby agree to and shall indemnify, defend (with legal counsel reasonably
  acceptable to Buyer), and hold Buyer, HOBC, their affiliates, agents,
  legal counsel, successors and assigns (the "Buyer Group") harmless at all times
  after the date of this Agreement, from and against any and all actions, suits,
  claims, demands, debts, liabilities, obligations, losses, damages, costs, expenses,
  penalties or injury (including reasonable attorneys’ fees and costs of
  any suit related thereto) suffered or incurred by any of the Buyer Group arising
  from (a) any misrepresentation by, or breach of any covenant or warranty of
  the Seller or Shareholders contained in this Agreement, or any exhibit, certificate,
  or other instrument furnished or to be furnished by the Seller or Shareholders
  hereunder, (b) any nonfulfillment of any agreement on the part of the Seller
  or Shareholders under this Agreement, or (c) from any material misrepresentation
  in or material omission from, any certificate or other instrument furnished
  or to be furnished to Buyer hereunder; or (d) any suit, action, proceeding,
  claim or investigation against the Buyer which arises from or which is based
  upon or pertaining to Seller’s or Shareholders’ conduct or the operation
  or liabilities of any business of The Candy Jar, Inc. prior to the Closing.


      Section 8.2 Indemnification
  from Buyer and HOBC. Buyer and HOBC agree to and shall indemnify, defend
  (with legal counsel reasonably acceptable to the Seller) and hold the Shareholders
  and Seller, its affiliates, shareholders, officers, directors, employees, agents,
  legal counsel, successors and assigns (the "Sellers Group") harmless at all
  times after the date of the Agreement from and against any and all actions,
  suits, claims, demands, debts, liabilities, obligations, losses, damages, costs,
  expenses, penalties or injury (including reasonably attorneys’ fees and
  costs of any suit related thereto) suffered or incurred by any of the Sellers
  Group, arising from (a) any misrepresentation by, or breach of any covenant
  or warranty of Buyer 








 contained in this Agreement or any exhibit, certificate, or
  other agreement or instrument furnished or to be furnished by Buyer hereunder;
  (b) any nonfulfillment of any agreement on the part of Buyer under this Agreement;
  (c) from any material misrepresentation in or material omission from, any exhibit,
  certificate or other agreement or instrument furnished or to be furnished to
  the Seller or Shareholders hereunder; or (d) any suit, action, proceeding, claim
  or investigation against the Seller or Shareholders which arises from or which
  is based upon or pertaining to Buyer’s conduct or the operation or liabilities
  of any business including operating the assets of The Candy Jar, Inc. after
  the Closing. 

      Section 8.3 Defense of Claims.
  If any lawsuit or enforcement action is filed against any party entitled to
  the benefit of indemnity hereunder, written notice thereof shall be given to
  the indemnifying party as promptly as practicable (and in any event not less
  than fifteen (15) days prior to any hearing date or other date by which action
  must be taken); provided that the failure of any indemnified party to give timely
  notice shall not affect rights to indemnification hereunder except to the extent
  that the indemnifying party demonstrates actual damage caused by such failure.
  After such notice, the indemnifying party shall be entitled, if it so elects,
  to take control of the defense and investigation of such lawsuit or action and
  to employ and engage attorneys of its own choice to handle and defend the same,
  at the indemnifying party's cost, risk and expense; and such indemnified party
  shall cooperate in all reasonable respects, at its cost, risk and expense, with
  the indemnifying party and such attorneys in the investigation, trial and defense
  of such lawsuit or action and any appeal arising therefrom; provided, however,
  that the indemnified party may, at its own cost, participate in such investigation,
  trial and defense of such lawsuit or action and any appeal arising therefrom.
  The indemnifying party shall not, without the prior written consent of the indemnified
  party, effect any settlement of any proceeding in respect of which any indemnified
  party is a party and indemnity has been sought hereunder unless such settlement
  of a claim, investigation, suit, or other proceeding only involves a remedy
  for the payment of money by the indemnifying party and includes an unconditional
  release of such indemnified party from all liability on claims that are the
  subject matter of such proceeding. 

      Section 8.4 Limitation on
  Liability. Notwithstanding anything herein to the contrary, the Seller’s
  and Shareholders’ aggregate liability under Section 8.1 and the Buyer’s
  and HOBC’s aggregate liability under Section 8.2 shall not exceed for any
  and all asserted claims, etc. in the aggregate the sum of $432,820.50. In the
  event any shares revert to HOBC under Article VI above, the aggregate liability
  shall be reduced by the value of the shares which so revert. 

      Section 8.5 Default of Indemnification
  Obligation. If an entity or individual having an indemnification, defense
  and hold harmless obligation, as above provided, shall fail to assume such obligation,
  then the party or entities or both, as the case may be, to whom such indemnification,
  defense and hold harmless obligation is due shall have the right, but not the
  obligation, to assume and maintain such defense (including reasonable counsel
  fees and costs of any suit related thereto) and to make any settlement or pay
  any judgment or verdict as the individual or entities deem necessary or appropriate
  in such individual’s or entities’ absolute sole discretion and to
  charge the cost of any such settlement, payment, expense and costs, including
  reasonable attorneys’ fees, to the entity or individual that had the obligation
  to provide such indemnification, defense and hold harmless obligation and same
  shall constitute an additional obligation of the entity or of the individual
  or both, as the case may be. 






 ARTICLE IX

  MISCELLANEOUS  

      Section 9.1 Amendment; Waiver.
  Neither this Agreement nor any provision hereof may be amended, modified or
  supplemented unless in writing, executed by all the parties hereto. Except as
  otherwise expressly provided herein, no waiver with respect to this Agreement
  shall be enforceable unless in writing and signed by the party against whom
  enforcement is sought. Except as otherwise expressly provided herein, no failure
  to exercise, delay in exercising, or single or partial exercise of any right,
  power or remedy by any party, and no course of dealing between or among any
  of the parties, shall constitute a waiver of, or shall preclude any other or
  further exercise of, any right, power or remedy. 

      Section 9.2 Notices.
  Any notices or other communications required or permitted hereunder shall be
  sufficiently given if in writing and delivered in person, transmitted by facsimile
  transmission (fax) or sent by registered or certified mail (return receipt requested)
  or recognized overnight delivery service, postage pre-paid, addressed as follows,
  or to such other address has such party may notify to the other parties in writing:


	 	(a)
   	if to the Seller:

      The Candy Jar, Inc. 

        c/o Zoltan and Maria Stacho 

        Carla Stacho and Dorika Stacho 

        1333 Jones Street 

        Suite 408 

        San Francisco, CA 94109 

        Voice: 415-532-3372 

        Fax: 415-550-8359

       with a copy to: 

        Gary P. Kaplan

        Howard Rice Nemerovski Canady Falk & Rabkin, PC 

        Three Embarcadero Center, 7th Floor 

        San Francisco, CA 94111 

        Voice: 415-434-1600 

        Fax: 415-217-5910

      

	 	 	 
	 	(b)
   	if to HOBC or Buyer:

       House of Brussels Chocolates Inc. 

        #208 – 750 Terminal Avenue 

        Vancouver, British Columbia 

        Canada V6A 2M5 

        Voice: 604-484-4858 

        Fax: 604-484-4945

      











	 	 	with a copy to: 

       Robert D. Axelrod 

        Axelrod, Smith & Kirshbaum 

        5300 Memorial Drive, Suite 700 

        Houston, Texas 77007 

        Voice: 713-861-1996 

        Fax: 713-552-0202 

      


     A notice or communication will
  be effective (i) if delivered in person or by overnight courier, on the business
  day it is actually delivered, (ii) if transmitted by telecopier, on the business
  day of actual confirmed receipt by the addressee thereof, and (iii) if sent
  by registered or certified mail, three (3) business days after dispatch. 

      Section 9.3 Severability.
  Whenever possible, each provision of this Agreement shall be interpreted in
  such manner as to be effective and valid under applicable law, but if any provision
  of this Agreement is held to be prohibited by or invalid under applicable law,
  such provision will be ineffective only to the extent of such prohibition or
  invalidity, without invalidating the remainder of this Agreement. 

      Section 9.4 Assignment.
  Neither this Agreement nor any of the rights, interests or obligations hereunder
  shall be assigned by any of the parties without the prior written consent of
  the other parties. This Agreement will be binding upon, inure to the benefit
  of and be enforceable by the parties and their respective heirs, personal representatives,
  successors and assigns. 

      Section 9.5 Survival of Representations,
  Warranties and Covenants. All representations and warranties made in, pursuant
  to or in connection with this Agreement shall survive the execution and delivery
  of this Agreement for a period of eighteen (18) months. 

      Section 9.6 Public Announcements.
  The parties hereto agree that prior to making any public announcement or statement
  with respect to the transactions contemplated by this Agreement, the party desiring
  to make such public announcement or statement shall consult with the other parties
  hereto and exercise their best efforts to (i) agree upon the text of a joint
  public announcement or statement to be made by all of such parties or (ii) obtain
  approval of the other parties hereto to the text of a public announcement or
  statement to be made solely by the party desiring to make such public announcement;
  provided, however, that if any party hereto is required by law to make such
  public announcement or statement, then such announcement or statement may be
  made without the approval of the other parties. 

      Section 9.7 Entire Agreement.
  This Agreement and the other documents delivered pursuant hereto constitute
  the full and entire understanding and agreement between the parties with regard
  to the subject matter hereof and thereof and supersede and cancel all prior
  representations, alleged warranties, statements, negotiations, undertakings,
  letters, acceptances, understandings, contracts and communications, whether
  verbal or written among the parties hereto and thereto or their respective agents
  with respect to or in connection with the subject matter hereof. 








      Section 9.8 Choice of Law.
  This Agreement shall be governed by, and construed in accordance with, the laws
  of the State of Nevada, without regard to principles of conflict of laws. 

      Section 9.9 Counterparts
  and Facsimiles. This Agreement may be executed in multiple counterparts
  and in any number of counterparts, each of which shall be deemed an original
  but all of which taken together shall constitute and be deemed to be one and
  the same instrument and each of which shall be considered and deemed an original
  for all purposes. This Agreement shall be effective with the facsimile signature
  of any of the parties set forth below and the facsimile signature shall be deemed
  as an original signature for all purposes and the Agreement shall be deemed
  as an original for all purposes. 

      Section 9.10 Costs and Expenses.
  Other than as provided in Section 4.18, the Seller shall pay all of the fees
  and expenses incurred by it, and Buyer shall pay all of the fees and expenses
  incurred by it in negotiating and preparing this Agreement (and all other agreements
  executed in connection herewith or therewith) and in consummating the transactions
  contemplated by this Agreement. 

      Section 9.11 Section Headings.
  The section and subsection headings in this Agreement are used solely for convenience
  of reference, do not constitute a part of this Agreement, and shall not affect
  its interpretation. 

      Section 9.12 No Third-Party
  Beneficiaries. Nothing in this Agreement will confer any third party beneficiary
  or other rights upon any person that is not a party to this Agreement. 

      Section 9.13 Validity.
  The invalidity or unenforceability of any provision of this Agreement shall
  not affect the validity or enforceability of any other provisions of this Agreement,
  which shall remain in full force and effect. 

      Section 9.14 Further Assurances.
  Each party covenants that at any time, and from time to time, after the Closing
  Date, it will execute such additional instruments and take such actions as may
  be reasonably requested by the other parties to confirm or perfect or otherwise
  to carry out the intent and purposes of this Agreement. 

      Section 9.15 Exhibits Not
  Attached. Any exhibits not attached hereto on the date of execution of this
  Agreement shall be deemed to be and shall become a part of this Agreement as
  if executed on the date hereof upon each of the parties initialing and dating
  each such exhibit, upon their respective acceptance of its terms, conditions
  and/or form. 

 [THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK] 








 IN WITNESS WHEREOF, the parties hereto have executed
  or caused this Agreement to be executed effective as of the day and year first
  above written. 

	 	HOUSE OF BRUSSELS CHOCOLATES INC.
	 	 	 
	 	By:	 /s/ L. Evan Baergen
	 	 	

	 	 	L. Evan Baergen
	 	 	Director and President
	 	 	 
	 	HOUSE OF BRUSSELS CHOCOLATES (USA) LTD.
	 	 	 
	 	 	 
	 	By:	 /s/ L. Evan Baergen
	 	 	

	 	 	L. Evan Baergen
	 	 	Director and President
	 	 	 
	 	 	 
	 	THE CANDY JAR, INC.
	 	 	 
	 	 	 
	 	By:	 /s/ Zoltan A. Stacho
	 	 	

	 	 	 
	 	 	Its: President
	 	 	

	 	 	 
	 	SHAREHOLDERS
	 	 	 
	 	By:	/s/ Zoltan A. Stacho
	 	 	

	 	 	Zoltan A. Stacho
	 	 	 
	 	By:	/s/ Maria E. Stacho
	 	 	

	 	 	Maria E. Stacho
	 	 	 
	 	By:	/s/ Carla P. Stacho
	 	 	

	 	 	Carla P. Stacho
	 	 	 
	 	By:	/s/ Dorika A. Stacho
	 	 	

	 	 	Dorika A. Stacho