Filed by Automated Filing Services Inc. (604) 609-0244 - House of Brussels Chocolates Inc. - Exhibit 10.2







Exhibit 10.2


 ROBERT D. AXELROD, ESQ.

  ATTORNEY AT LAW

  5300 Memorial Drive, Suite 700

  Houston, Texas 77007-8292

  Telephone (713) 861-1996

  Facsimile (713) 552-0202

  E-MAIL: rdaxel@asklawhou.com 


March 1, 2004


 House of Brussels, Inc. 

  Attn: Grant Petersen, Chief Executive Officer 

  #208 – 750 Terminal Avenue 

  Vancouver, British Columbia V6A 2M5 

  CANADA 

        RE: Engagement Agreement 


Dear Mr. Petersen:


        The purpose of this
  letter is to confirm my agreement with regard to House of Brussels, Inc. (the
  “Company”) engagement of my firm to represent the Company in connection
  with general corporate and securities matters of the Company. This engagement
  agreement will not include, however, any legal or other services in connection
  with the offer or sale of securities in a capital-raising transaction, and services
  that directly or indirectly promote or maintain a market for the Company’s
  securities. 

        The legal fees for
  representing you pursuant to this engagement agreement will be charged on an
  hourly basis at $300.00 an hour for work performed by me, plus all reasonable
  out-of-pocket expenses which are deemed necessary in connection with such matters,
  such as all travel expenses, long distance telephone, telecopier, postage, air
  courier and local transportation. If legal services are done by my associate,
  Brenda Stanfield, her time will be billed at $150.00 per hour. You will be invoiced
  for services rendered on a monthly basis. 

        It is agreed that
  my fee pursuant to this engagement agreement shall be 35,000 shares of common
  stock, to be registered by the Company on Form S-8 Registration Statement. Of
  the shares registered, 20,000 shares shall be issued immediately subsequent
  to filing the Form S-8 Registration Statement. The amount credited to my invoice
  shall be an amount equal to the number of shares issued times the closing price
  of the shares on the over-the-counter bulletin board upon the date of issuance.
  The balance of the shares to be issued pursuant to this engagement agreement
  shall be issued on May 10, 2004 and the amount credited to my invoice shall
  be an amount equal to the number of shares issued times the closing price of
  the shares on the over-the-counter bulletin board upon the date of issuance.






        In connection with
  our charges for professional attorney's fees and expenses, you will receive
  an itemized monthly statement reflecting the status and amount owed on your
  account with our firm, including costs and expenses. 

        By your signature
  below, you acknowledge that you have carefully read the foregoing, the conditions
  have been carefully explained to you, and you understand all of the terms, conditions
  and obligations contained herein and agree to be bound thereby. You further
  agree that no other agreements, written or oral, shall be part of this agreement.


        If the above properly
  sets forth our agreement with respect to my representation in this matter, please
  sign a duplicate original of this letter and return it to us. 

  

Very truly yours, 

/s/ Robert D. Axelrod 

  Robert D. Axelrod 

   

 CLIENT ACKNOWLEDGMENT

        I hereby acknowledge that I fully
  understand and agree to the terms and conditions set forth herein. 

	 	House of Brussels, Inc.
	 	 
	 	 
	Date: March 4, 2004	By:   /s/ Grant Petersen   
	 	         Grant
      Petersen, Chief Executive Officer