Exhibit 10.5


    
      
        

      

    

    EXHIBIT
      10.5

     

    EMPLOYMENT
      AGREEMENT

    


    This
      Employment Agreement (the "Agreement"), effective May 1, 2005, is by and between
      HOUSE
      OF BRUSSELS CHOCOLATES INC.,
      a
      Nevada corporation (the "Company") and GRANT
      PETERSEN
      ("Employee").

    


    W
      I T N E S S E T H:

    


    WHEREAS,
      Company
      desires to employ Employee as provided herein; and

    


    WHEREAS,
      Employee desires to accept such employment.

    


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

    


    I.

    CONSIDERATION

    


    This
      Agreement is executed and delivered for good and valuable consideration, the
      receipt and sufficiency of which is hereby acknowledged. The special training
      and knowledge acquired or to be acquired by the Employee during employment
      are
      material factors relating to the employment of the Employee without which the
      employment relationship would not be commenced. The parties hereto acknowledge
      and agree that this Agreement is necessary to protect the Company's legitimate
      interests, including, but not limited to, its business goodwill, trade secrets
      and other confidential or proprietary information.

    


    II.

    TERM
      OF EMPLOYMENT

    


    Subject
      to the terms and conditions hereof, the term of employment of Employee will
      commence as of the effective date hereof (the "Commencement Date") and will
      end
      on April 30, 2008, unless earlier terminated by either party pursuant to the
      terms hereof. The term of this Agreement is referred to herein as the "Term."
      

    


    III.

    DUTIES
      OF EMPLOYEE

    


    3.1         
      Duties.
      The
      Employee is hereby employed as President and Chief Executive Officer of the
      Company. The Employee's responsibilities for such office shall include managing
      the day-to-day operations of the Company's business and its ongoing expansion
      efforts. Generally, in his capacity as President and Chief Executive Officer
      of
      the Company, the Employee will be primarily responsible for the general
      supervision, direction, and control of the business and officers of the Company,
      subject to the control of the Board of Directors. Employee will faithfully
      and
      diligently perform the services and functions relating to such office or
      otherwise reasonably incident to such office, provided that all such services
      and functions will be reasonable and within Employee's area of expertise.
      Employee will, during the term of this Agreement (or any extension thereof),
      devote his full business time, attention and skills and best efforts to the
      promotion of the business of Company.

    
      
         

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    3.2         
      Engaging
      in Other Employment.
      The
      Employee shall devote such productive time, ability, and attention to the
      business of the Company during the term of this Agreement as is required to
      fulfill his duties and responsibilities as set forth in Paragraph 3.1 above.
      During the period of employment, the Employee further agrees not to (i) solely
      or jointly with others undertake or join any planning for or organization of
      any
      business activity competitive with the business activities of the Company,
      or
      (ii) directly or indirectly, engage or participate in any other activities
      in
      conflict with the best interest of the Company. Notwithstanding anything herein
      contained to the contrary, the Employee shall be able to devote such time as
      he
      deems reasonably necessary to his own private investments and affairs, so long
      as the performance of the Employee hereunder is not impaired and the covenants
      contained herein are not violated. 

    


    IV.

    COMPENSATION
      TO EMPLOYEE

    


    4.1.         
      Annual
      Salary.
      During
      the Initial Term of this Agreement, the Employee shall be entitled to an annual
      salary of $250,000.00, less all payroll deductions and applicable taxes. The
      time of payment for each installment shall be consistent with the general
      business practices of the Company.

    


    4.2         
      Other
      Compensation.
      The
      Employee understands and agrees that any additional compensation to the Employee
      (whether a bonus or other form of additional compensation) shall rest in the
      sole discretion of the Board of Directors (or any Compensation Committee
      consisting of members of the Board of Directors) and shall be based upon the
      performance of the Company as well as participation in all benefit plans
      maintained by the Company for salaried employees. Employee shall be entitled
      to
      the following Other Compensation:

    


    
      	 	
              (a)

            	
              Bonus.
                Employee shall be paid a one-time bonus of $50,000.00 upon execution
                of
                this Agreement.

            


    

    


    
      	 	
              (b)

            	
              Performance
                Bonus.
                Employee will paid a performance bonus as
                follows:

            


    

    


    
      	 	
              (i)

            	
              In
                the event the Company’s annual gross revenues (as reflected in the
                Company’s Form 10-KSB as filed with the U.S. Securities and Exchange
                Commission for the fiscal year ended April 30, 2006, hereinafter
                referred
                to as the “Annual Report”) reach $22,000,000, and the Company’s net income
                (as reflected in the Company’s Annual Report, less any expenses related to
                the credit facility with Laurus Master Funds) reach $2,500,000, the
                Employee shall receive a performance bonus of $50,000.
                

            


    

    


    
      	 	
              (ii)

            	
              In
                the event the Company’s annual gross revenues (as reflected in the
                Company’s Annual Report) reach $30,000,000, and the Company’s net income
                (as reflected in the Company’s Annual Report, less any expenses related to
                the credit facility with Laurus Master Funds) reach $4,000,000, then
                the
                Board of Directors or Compensation Committee will grant a bonus of
                not
                less than $75,000 nor more than
                $100,000.

            


    


    
      
        Employment
          Agreement - Page  2

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    4.3        
      Fringe
      Benefits-Employee Benefits Plan.
      The
      Employee shall be entitled to participate on an equitable basis, as the Board
      of
      Directors may, in the exercise of its discretion deem appropriate, in any stock
      option plan and any additional year-end or other profit sharing or incentive
      or
      deferred compensation arrangements, whether provided for in stock, cash or
      otherwise, which the Company may distribute to or provide for officers and
      employees generally, or for a limited or selected group, as well as under any
      other plans, benefits, customs or practices now or hereinafter made available
      to
      other executives of the Company, including as examples only, group life
      insurance and medical insurance. The Company may terminate, amend or modify
      any
      or all such plans at any time and may choose not to adopt additional plans.
      The
      Employee's rights under any benefits plans now in force or later adopted by
      the
      Company shall be governed solely by their terms.

    


    4.4         
      Expense
      Account.
      The
      Employee is authorized to incur reasonable and necessary expenses directly
      associated with the promotion of the interests of the Company, and the
      performance of his assignments, including expenditures for entertainment and
      travel. The Company will reimburse the Employee from time to time for all such
      business expenses, upon the Employee's presenting to the Company such
      information and support as prescribed by Company policy. 

     

    4.5          Holidays
      and Vacations.
      The
      Employee shall be entitled to three (3) weeks of paid vacation for each year
      during the term hereof. Additionally, the Employee shall be entitled to such
      fully paid holidays as are normally taken by other full time employees of
      businesses similar to the Company, and such other holidays which may be
      particular to the Employee's religious preference. 

    


    V.

    TERMINATION
      OF EMPLOYMENT

    


    5.1         
      Termination
      by the Company for Cause.
      The
      Company may "for cause" terminate the employment of the Employee at any time
      without notice. "For cause" for the purpose of this Agreement is defined
      as:

    


    
      	 	
              (a)

            	
              The
                willful and continued failure to substantially perform his duties
                as set
                forth in this Agreement;

            


    

    


    
      	 	
              (b)

            	
              The
                breach by the Employee of any of the provisions of this Agreement
                or of
                the covenants contained in Article VI of this Agreement;
                or

            


    

    


    
      	 	
              (c)

            	
              If
                the Board of Directors in the exercise of its reasonable judgment
                determines that Employee has committed an act of acts constituting
                a
                felony or other crime involving moral turpitude, dishonesty or theft
                or
                fraud.

            


    

    


    5.2         
      Termination
      by the Company without Cause.
      The
      Company may terminate this Agreement without cause and will pay the Employee
      severance pay of $62,500 under this Paragraph 5.2 for termination without cause,
      which represents three (3) months salary.

    


    5.3          Voluntary
      Termination.
      The
      Employee may terminate his employment voluntarily by providing thirty (30)
      days
      written notice to the Company.


    
      
        Employment
          Agreement - Page  3

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    5.4          Obligations
      of the Company Upon Termination.
      Except
      with respect to the compensation discussed in Paragraph 5.2 above, in the event
      of the termination of employment by the Company or the Employee for any reason
      whatsoever, including resignation or voluntary termination by the Employee,
      the
      Employee shall only be entitled to the compensation earned by him including
      all
      compensation specified in Article IV herein, prior to the date of termination
      as
      provided for in this Agreement, computed pro rata up to and including the date
      of such termination of employment. Upon such payment to the Employee, the
      Company shall be relieved of further obligation as it relates to this Agreement;
      however, the Employee shall still be bound by the covenants and restrictions
      contained in Article VI below. Notwithstanding any of the foregoing, Employee
      shall not be entitled to receive any bonuses discussed in Paragraph 4.2
      above.

    


    VI.

    RESTRICTIVE
      COVENANTS

    


    6.1         
       Definition.
      The
      Employee hereby acknowledges that during the course of his employment with
      the
      Company, he will have access to and will become familiar with various trade
      secrets and other proprietary and confidential information which are owned
      by
      the Company and which are used in the operation of the Company's business.
      "Trade secrets and other proprietary and confidential information" consist
      of,
      for example, and not intending to be all inclusive, (i) methods of doing
      business; (ii) financial information, consisting of financial cost, and sales
      data and other information; (iii) personnel information (iv) lists of customers
      and accounts, contracts, sales information, pricing list, vendor and supplier
      list of the Company; (v) other information of a confidential nature which must
      remain confidential for the continuing success of the Company; and (vi) such
      other information concerning the business of the Company and the Company's
      goodwill.

    


    6.2       
         Non-Disclosure
      and Confidentiality Covenants.
      The
      Employee acknowledges that the Company's trade secrets and other proprietary
      and
      confidential information, as they may exist from time to time, are valuable,
      special and unique assets of the Company's business. Additionally, Employee
      acknowledges that the business goodwill and business contacts of the Company
      are
      the sole property of the Company and are among the Company's most valuable
      business property. Therefore, in consideration of the mutual promises herein
      contained, and for other good and valuable consideration, the receipt and
      sufficiency of which is hereby acknowledged, and to protect the foregoing
      valuable property of the Company, the Employee expressly covenants and agrees
      as
      follows:

    


    Except
      as
      required in the course of his employment with the Company, the Employee will
      not, during and after the termination of his employment: 

    


    (1)        
       Disclose,
      directly or indirectly, the Company's trade secrets and other proprietary and
      confidential information, or any part thereof, to any person, firm, corporation,
      association or other entity for any reason or purpose whatsoever;
      or

    


    (2)          Directly
      or indirectly use the Company's trade secrets and other proprietary and
      confidential information, or any part thereof, for his own purpose or for his
      own benefit in any activity of any nature whatsoever.


    
      
        Employment
          Agreement - Page  4

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    6.3         
       Return
      of Company's Property.
      The
      Employee covenants and agrees that, upon the request of the Company or upon
      termination of employment, the Employee shall turn over to the Company all
      files, records, documents, drawings, presentations, specifications, equipment,
      disks or other computer media, data, computer printouts, records, written
      materials and similar items relating to the business of the Company, and any
      other property of the Company in his possession or under his control. In the
      event the Employee fails to return the Company's property when required or
      requested to do so, the Company may, in addition to any other remedy provided
      by
      law, withhold any amounts due the Employee until full compliance with this
      Paragraph 6.3.

    


    6.4      
          Covenant
      Not to Compete.
      So long
      as the Employee is employed by the Company and for a period of twelve (12)
      months after either (i) the voluntary termination of employment by Employee,
      (ii) the termination of the Employee by the Company for cause as set forth
      in
      Paragraph 5.1, or (iii) the expiration of the Term of this Agreement, the
      Employee specifically agrees that he will not, for himself, on behalf of, or
      in
      conjunction with any person, firm, corporation or entity, other than the Company
      (either as principal, employee, shareholder, member, director, partner,
      consultant, owner or part-owner of any corporation, partnership or any type
      of
      business entity) anywhere in any country in which the Company is doing business
      at the time of termination, directly or indirectly, own, manage, operate,
      control, be employed by, participate in, or be connected in any manner with
      the
      ownership, management, operation, or control of any business similar to the
      type
      of business conducted by the Company at the time of termination of the
      Employee's employment.

    


    6.5        
        Inducing
      Employees to Leave Company; Employment of Employees.
      Any
      attempt on the part of the Employee to induce others to leave the Company’s
      employ, or any effort by the Employee to interfere with the Company’s
      relationship with its other employees would be harmful and damaging to the
      Company. The Employee covenants and agrees that during the term of employment
      and for a period of twelve (12) months thereafter, the Employee will not in
      any
      way, directly or indirectly: (i) induce or attempt to induce any employee of
      the
      Company to quit employment with the Company; (ii) otherwise interfere with
      or
      disrupt the Company’s relationship with its employees; or (iii) solicit, entice
      or hire away any employee of the Company whose employment with the Company
      ceased less than one (1) year before the date of such hiring or
      engagement.

    


    6.6       
         Non-solicitation
      of Business.
      For a
      period of twelve (12) months from the date of termination of employment, the
      Employee will not divert or attempt to divert from the Company any business
      the
      Company has enjoyed or solicited from its customers during the twelve (12)
      months prior to termination of his employment.

    


    6.7          
      Employee's
      Acknowledgements and Agreements.
      The
      Employee acknowledges and agrees that:

    


    
      	 	
              (a)

            	
              Due
                to the nature of the Company's business, the foregoing covenants
                place no
                greater restraint upon the Employee than is reasonably necessary
                to
                protect the business and goodwill of the Company;
                

            


    

    


    
      	 	
              (b)

            	
              These
                covenants protect a legitimate interest of the Company and do not
                serve
                solely to limit the Company's future
                competition;

            


    


    
      
        Employment
          Agreement - Page 5  

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    
      	 	
              (c)

            	
              This
                Agreement is not an invalid or unreasonable restraint of
                trade;

            


    

    


    
      	 	
              (d)

            	
              A
                breach of these covenants by the Employee would cause irreparable
                damage
                to the Company;

            


    

    


    
      	 	
              (e)

            	
              These
                covenants will not preclude the Employee from becoming gainfully
                employed
                following termination of employment with the Company;
                

            


    

    


    
      	 	
              (f)

            	
              These
                covenants are reasonable in scope and are reasonably necessary to
                protect
                the Company's business and goodwill and valuable and extensive trade
                which
                the Company has established through its own expense and
                effort;

            


    

    


    
      	 	
              (g)

            	
              The
                signing of this Agreement is necessary for the Employee's employment;
                and
                

            


    

    


    
      	 	
              (h)

            	
              He
                has carefully read and considered all provisions of this Agreement
                and
                that all of the restrictions set forth are fair and reasonable and
                are
                reasonably required for the protection of the interests of the
                Company.

            


    

    


    6.8          
      Remedies,
      Injunction.
      In the
      event of the Employee's actual or threatened breach of any provisions of this
      Agreement, the Employee agrees that the Company shall be entitled to a temporary
      restraining order, preliminary injunction and/or permanent injunction
      restraining and enjoining the Employee from violating the provisions herein.
      Nothing in this Agreement shall be construed to prohibit the Company from
      pursuing any other available remedies for such breach or threatened breach,
      including the recovery of damages from the Employee. The Employee further agrees
      that for the purpose of any such injunction proceeding, it shall be presumed
      that the Company's legal remedies would be inadequate and that the Company
      would
      suffer irreparable harm as a result of the Employee's violation of the
      provisions of this Agreement. In any proceeding brought by the Company to
      enforce the provisions of this Agreement, no other matter relating to the terms
      of any claim or cause of action of the Employee against the Company will be
      defense thereto.

    


    6.9          
      Severability.
      In the
      event that any of the provisions of this Agreement are held to be invalid or
      unenforceable in whole or in part, those provisions to the extent enforceable
      and all other provisions shall nevertheless continue to valid and enforceable
      as
      though the invalid or unenforceable parts had not been included in this
      Agreement. In the event that any provision relating to the time period or scope
      of a restriction shall be declared by a court of competent jurisdiction to
      exceed the maximum time period or scope such court deems reasonable and
      enforceable, then the time period or scope of the restriction deemed reasonable
      and enforceable by the court shall become and shall thereafter be the maximum
      time period or the applicable scope of the restriction. The Employee further
      agrees that such covenants and/or any portion thereof are severable, separate
      and independent, and should any specific restriction or the application thereof,
      to any person, firm, corporation, or situation be held to be invalid, that
      holding shall not affect the remainder of such provisions or
      covenants.


    
      
        Employment
          Agreement - Page  6

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    VII.

    GENERAL
      PROVISIONS

    


    7.1          
      Notices.
      Any
      notices to be given hereunder by either party to the other may be effected
      either by personal delivery in writing or by mail, registered or certified,
      postage prepaid with return receipt requested. Mailed notices shall be addressed
      to the parties at the addresses set forth below, but each party may change
      their
      address by written notice in accordance with this Paragraph 7.1. Notices
      delivered personally shall be deemed communicated as of actual receipt; mailed
      notices shall be deemed communicated as of three (3) days after mailing.


    


    
      	
              If
                to Company:

            	
              House
                of Brussels Chocolates Inc.

            
	 	
              One
                Riverway, Suite 1700

            
	 	
              Houston,
                Texas, 77056

            
	 	 
	
              If
                to Employee:

            	
              Grant
                Petersen

            
	 	 
	 	 


    

    


    7.2         
       Law
      Governing Agreement and Venue.
      This
      Agreement shall be governed by and construed in accordance with the laws of
      the
      State of Nevada. Venue shall be in Harris County, Texas for any legal proceeding
      to enforce the terms, conditions or covenants contained herein.

    


    7.3         
       Attorneys'
      Fees and Costs.
      If any
      action at law or in equity is necessary to enforce or interpret the terms of
      this Agreement, the prevailing parties shall be entitled to reasonable
      attorney's fees, costs and necessary disbursements in addition to any other
      relief to which he may be entitled. 

    


    7.4           Contract
      Terms to be Exclusive.
      This
      Agreement contains the sole and entire agreement between the parties and shall
      supersede any and all other agreements between the parties with respect to
      the
      Employee's employment. The parties acknowledge and agree that neither of them
      has made any representation with respect to the subject matter of this Agreement
      or any other agreement executed between them or any representations inducing
      the
      execution and delivery hereof or any other agreement executed between them
      except such representations as are specifically set forth herein and each of
      the
      parties hereto acknowledges that he or it has relied on his or its own judgment
      in entering into the same. The parties hereto further acknowledge that any
      statements or representations that may have heretofore been made by either
      of
      them to the other are void and of no effect and that neither of them has relied
      thereon in connection with his or its dealings with the other. 

    


    7.5           Waiver
      or Modification Ineffective Unless in Writing.
      It is
      further agreed that no waiver or modification of this Agreement or of any
      covenant, condition, or limitation herein contained shall be valid unless in
      writing and duly executed by the party to be charged therewith and that no
      evidence of any waiver or modification shall be offered or received in evidence
      in any proceeding or litigation between the parties hereto arising out of or
      affecting this Agreement, or the rights or obligations of any party hereunder,
      unless such waiver or modification is in writing, duly executed as aforesaid,
      and the parties further agree that the provisions of this paragraph may not
      be
      waived as herein set forth. 


    
      
        Employment
          Agreement - Page  7

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    7.6           Invalidity
      of Contract.
      Should
      any provision(s) of this Agreement be declared invalid or unenforceable by
      a
      court of competent jurisdiction, it shall be severed or modified and the
      remainder of this Agreement shall be enforced in total. Additionally, if the
      Employee claims that any provision or covenant contained herein is invalid
      or
      unenforceable, he nevertheless agrees to comply with such provision or covenant
      as written until a court of competent jurisdiction determines the enforceability
      or validity of such provision or covenant, or limits the scope thereof, and
      further agrees to be liable for any and all damages to the Company pending
      such
      determination by the court.

    


    7.7           Assignment.
      The
      rights and benefits of the Company under this Agreement shall inure to the
      benefit of and be binding upon the successors and assigns of the Company. The
      rights of the Employee hereunder are personal and nontransferable except that
      the rights and benefits hereof shall inure to the benefit of the heirs,
      executors and legal representatives of the Employee. 

    


    7.8          
      Gender.
      In all
      cases where a feminine or masculine pronoun is used it shall be deemed to
      include the other and as may be applicable to the instant matter.

    


    7.9           Counterparts. This
      Agreement may be executed in one or more counterparts, each of which will be
      deemed an original and all of which will constitute one and the same instrument,
      but only one of which need be produced. 

    


    7.10       
       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.

    


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

    


    
      	 	
              COMPANY:

            	 
	 	 	 	 
	 	
              HOUSE
                OF BRUSSELS CHOCOLATES INC.

            	 
	 	 	 	 
	 	 	 	 
	 	
              By:

            	
              /s/
                Dale Frey

            	 
	 	
               

            	
              
                By 
                  Dale Frey

              

            	 
	 	
               

            	
              
                Its: 
                  Chairman, Compensation Committee

              

            	 
	 	 	 	 
	 	
              EMPLOYEE:

            	 
	 	 	 	 
	 	
              By:

            	
              /s/
                Grant Petersen

            	 
	 	 	
              Grant
                Petersen

            	 


    

     

    Employment
      Agreement - Page  8