Exhibit 10.1


    
      

    

    
       

      AMENDMENT
        AND AGREEMENT

    

    


    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.

    


    WHEREAS,
      the Company, the Subsidiaries and Laurus have agreed to make certain changes
      to
      the Minimum Borrowing Note as set forth herein in order to, among other things,
      provide the Company and the Subsidiaries with availability under its revolving
      loan with Laurus.

    


    NOW,
      THEREFORE, in consideration of the above, and for other good and valuable
      consideration, the receipt and sufficiency of which is hereby acknowledged,
      the
      parties hereto agree as follows:

    


    1.   The
      second sentence of Section 3.1 of the Minimum Borrowing Note is hereby amended
      by deleting the last sentence of said Section and inserting the following new
      sentence in lieu thereof:

    


    “For
      purposes hereof, subject to Section 3.6 hereof, the “Fixed
      Conversion Price”
shall
      mean (i) with respect to the first $100,000 principal amount of this Note
      converted on or after May 16, 2006 (and all interest and fees related thereto),
      $0.41 and (ii) with respect to the remaining principal amount of this Note
      converted pursuant to the terms hereof (and all interest and fees related
      thereto), $0.88.”

    


    2.   The
      Company hereby agrees to, on the date hereof, if required by applicable law,
      file a Rule 424(b) supplement or supplements (collectively, the “Post-Effective
      Supplements”)
      to its
      Registration Statement with the Securities and Exchange Commission (the
“SEC”)
      relating to the Minimum Borrowing Note (the “Registration
      Statement”),
      which
      Post-Effective Supplement states the Fixed Conversion Price applicable to the
      Minimum Borrowing Note after giving effect to this Amendment.

    


    3.   The
      Company and Laurus hereby agree that the “Filing Date”, under and as defined in
      the Registration Rights Agreement, dated as of with respect to the shares
      issuable as a result of the changes to the Fixed Conversion Price of the Minimum
      Borrowing Note set forth in Section 2 of this Amendment shall be the date that
      is the earlier of (x) the filing with the Securities and Exchange Commission
      of
      the Company’s next resale registration statement with respect to its Common
      Stock or (y) August 1, 2006.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    4.   This
      Amendment shall be effective as of the date hereof following the execution
      and
      delivery of same by each of the Company and Laurus

    


    5.   Except
      as
      specifically set forth in this Amendment, there are no other amendments to
      the
      Minimum Borrowing Note, and all of the other forms, terms and provisions of
      the
      Minimum Borrowing Note remain in full force and effect.

    


    6.   Each
      of
      the Company and the Subsidiaries hereby represents and warrants to Laurus that
      as of the date hereof, both before and after giving effect to this Amendment,
      (i) no Event of Default (as defined in the Security Agreement referred to in
      the
      Minimum Borrowing Note) exists and is continuing and (ii) all representations,
      warranties and covenants made by Company and the Subsidiaries in connection
      with
      the Security Agreement referred to in the Minimum Borrowing Note and/or any
      Ancillary Agreement referred to in such Security Agreement are true, correct
      and
      complete and all of Company’s and its Subsidiaries’ covenant requirements have
      been met. The Company hereby agrees to file an 8-K with the Securities and
      Exchange Commission disclosing the transactions set forth in this Amendment
      (the
“8-K”)
      on the
      date hereof. Laurus and the Company hereby agree that as promptly as practicable
      following the filing by the Company of the 8-K, Laurus shall, so long as the
      Registration Statement is effective at such time, convert into Common Stock
      of
      the Company, a principal amount of the Minimum Borrowing Note equal to $100,000,
      at a conversion price of $0.41 per share of Common Stock.

    


    7.   This
      Amendment shall be binding upon the parties hereto and their respective
      successors and permitted assigns and shall inure to the benefit of and be
      enforceable by each of the parties hereto and its successors and permitted
      assigns. THIS
      AMENDMENT SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH AND GOVERNED BY
      THE
      LAW OF THE STATE OF NEW YORK.
      This
      Amendment may be executed in any number of counterparts, each of which shall
      be
      an original, but all of which shall constitute one instrument. 


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF,
      each of
      the Company, the Subsidiaries and Laurus has caused this Amendment to be
      effective and signed in its name effective as of the date set forth
      above.

     

    
      	 	
              HOUSE
                OF BRUSSELS CHOCOLATES INC.

            
	 	 	 
	 	 	 
	 	 	
              /s/
                Grant Petersen

            
	 	
              By:

            	 	
            
	 	 	 
	 	 	 
	 	
              HOUSE
                OF BRUSSELS HOLDINGS LTD.

            
	 	 	 
	 	 	
              /s/
                Grant Petersen

            
	 	
              By:

            	 	
            
	 	 	 
	 	 	 
	 	
              BRUSSELS
                CHOCOLATES LTD.

            
	 	 	 
	 	 	
              /s/
                Grant Petersen

            
	 	
              By:

            	 	
            
	 	 	 
	 	 	 
	 	
              HOUSE
                OF BRUSSELS CHOCOLATES (USA) LTD.

            
	 	 	 
	 	 	
              /s/
                Grant Petersen

            
	 	
              By:

            	 	
            
	 	 	 
	 	 	 
	 	
              DEBAS
                CHOCOLATE INC.

            
	 	 	 
	 	 	
              /s/
                Grant Petersen

            
	 	
              By:

            	 	
            
	 	 	 
	 	 	 
	 	
              CHOCOMED,
                INC.

            
	 	 	 
	 	 	
              /s/
                Grant Petersen

            
	 	
              By:

            	 	
            
	 	 	 
	 	 	 
	 	
              LAURUS
                MASTER FUND, LTD.

            
	 	 	 
	 	
              By:

            	/s/
              David Grin