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







Exhibit 10.1


 CONSULTING AGREEMENT 

       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"). 

       WHEREAS, the Company
  is presently engaged in the business of manufacturing and wholesale of premium
  Belgium-style chocolates. 

       WHEREAS, Consultant
  is in the business of providing assistance in manufacturing chocolates; and


       WHEREAS, the Company
  is seeking and Consultant is willing to furnish such services to the Company
  on the terms and conditions hereinafter set forth. 

       NOW, THEREFORE,
  in consideration of and for the mutual promises and covenants contained herein,
  and for other good and valuable consideration, the receipt of which is hereby
  acknowledged, the parties agree as follows: 

       1.      
  Purpose. The Company hereby engages Consultant for the term
  specified in this Agreement to render services to the Company relating to the
  Company’s business in San Francisco, California. 

       2.       Duties
  of Consultant. During the term of this Agreement, Consultant will provide
  the Company with services relating to the Company’s business in San Francisco,
  California. In performance of these duties, Consultant shall provide the Company
  with the benefits of her best judgment and efforts. Consultant's duties will
  necessarily be limited to, providing assistance in the transition from The Candy
  Jar to the Company, working with the Company to further develop the customer
  base and products. The Consultant will also continue to train the staff and
  oversee the daily production and organization of the business as required by
  the Company. 

       3.      
  Term. The term of this Agreement shall be for two (2) years
  commencing upon the execution of this Agreement, provided, however, that this
  Agreement may be renewed or extended on a month-to-month basis if agreed to
  in writing by the parties hereto. 

       4.      
  Compensation to Consultant. As compensation for her services
  hereunder, the Company shall pay Consultant $70,000 per year, payable quarterly
  as follows: $17,500 worth of HOBC common stock, freely-tradable and issued quarterly
  pursuant to a Form S-8, with the value to be calculated as of a 5-day average
  of the bid/ask prices as of the last day of each quarter. 

       5.      
  Expenses. The Company will reimburse the Consultant for reasonable
  direct expenses incurred by the Consultant which have been approved in writing
  by the Company prior to incurring the expense. 

       6.      
  Company Information; Confidentiality. The Company hereby agrees
  to provide Consultant with such data, material and other information regarding
  the Company’s products and other relevant information regarding the Company
  which she may request. The Company recognizes and confirms that, in advising
  the Company in fulfilling her obligations hereunder Consultant will use and
  rely on data, material and other information furnished to Consultant by the
  Company. In addition, in the performance of her services, Consultant may look
  to such others for such factual information, economic 







 advice and/or research upon which to base her advice to the
  Company hereunder as Consultant shall in good faith deem appropriate. Except
  as contemplated by the terms hereof or as required by applicable law, Consultant
  shall keep confidential all non-public information provided to her by the Company,
  and shall not disclose such information to any third party without the Company's
  prior written consent, other than such of her employees and advisors as Consultant
  determines to have a need to know and who agree to keep all such information
  confidential. 

       7.      
  Consultant as an Independent Contractor. Consultant shall
  perform his services hereunder as an independent contractor and not as an employee
  of the Company or an affiliate thereof. It is expressly understood and agreed
  to by the parties hereto that Consultant shall have no authority to act for,
  represent or bind the Company or any affiliate thereof in any manner. 

       8.      
  Authority and Authorization. The parties hereto have full
  power and authority to enter into this Agreement and carry out the obligations
  hereunder. Execution of this Agreement and performance by each of the parties
  hereunder constitutes a valid and binding obligation of each party and performance
  hereunder will not violate any other agreement to which any of the parties is
  a party. 

       9.      
  Indemnity. The Company and the Consultant agree to indemnify
  and hold the other harmless for any loss or damage resulting from any misstatement
  of a material fact or omission to state a material fact by the other contained
  herein. 

       10.    
  Miscellaneous. 

       (a)      
  This Agreement between the Company and Consultant constitutes the entire agreement
  and understanding of the parties hereto, and supersedes any and all previous
  consulting agreements and understandings, whether oral or written, between the
  parties with respect to the matters set forth herein. 

       (b)      
  Any notice or communication permitted or required hereunder shall be in writing
  and shall be deemed sufficiently given if hand-delivered or sent postage prepaid
  by certified or registered mail, return receipt requested, to the respective
  parties as set forth below, or to such other address as either party may notify
  in writing: 

	If to the Company:	L. Evan Baergen
	 	House of Brussels Chocolates (USA) Ltd.
	 	750 Terminal Avenue, Suite 208
	 	Vancouver, British Columbia
	 	Canada V6A 2M5



If to Consultant, at the address set forth on the signature page.


       (c)      
  This Agreement shall be binding upon and inure to the benefit of each of the
  parties hereto and their respective successors, legal representatives and assigns.


       (d)      
  This Agreement may be executed in any number of counterparts, each of which
  together shall constitute one and the same original document. 

       (e)      
  No provision of this Agreement may be amended, modified or waived, except in
  writing signed by all of the parties hereto. 

       (f)      
  This Agreement has been duly authorized, executed and delivered by and on behalf
  of the Company and Consultant. 





       (g)      
  This Agreement shall be governed by and construed and enforced in accordance
  with the laws of the State of Nevada, except to the extent preempted by federal
  law, in which event (and to that extent only), federal law shall govern. 

       (h)      
  Neither the Company nor the Consultants can assign any rights, duties or obligations
  under this Agreement, and in the event of any such assignment, such assignment
  shall be deemed null and void. 

       (i)      
  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.


  

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


	Date: 11/19/2003	 	HOBC:
	 	 	 
	 	 	House of Brussels Chocolates Inc.
	 	 	 
	 	 	BY:  /s/ L. Evan Baergen   
	 	 	              L.
      Evan Baergen, President
	 	 	 
	Date: 11/19/2003	 	Company:
	 	 	 
	 	 	House of Brussels Chocolates (USA) Ltd.
	 	 	 
	 	 	BY:  /s/ L. Evan Baergen   
	 	 	              L.
      Evan Baergen, President
	 	 	 
	Date: 11/19/2003	 	Consultant:
	 	 	 
	 	 	/s/ Maria Stacho
	 	 	Maria Stacho
	 	 	 
	 	Address:	________________________
	 	 	________________________
	 	 	________________________