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





 Exhibit 10.1 

 2004 STOCK OPTION PLAN 

 OF  

 HOUSE OF BRUSSELS CHOCOLATES INC.  

 March 23, 2004 

  

 A Nevada Corporation 

 




 STOCK OPTION PLAN OF

  HOUSE OF BRUSSELS CHOCOLATES INC.  

 TABLE OF CONTENTS 

	 	Page No.
	 	 
	PURPOSE OF THE PLAN	1
	 	 
	TYPES OF STOCK OPTIONS	1
	 	 
	DEFINITIONS	1
	 	 
	ADMINISTRATION OF THE PLAN	2
	 	 
	GRANT OF OPTIONS	3
	 	 
	STOCK SUBJECT TO PLAN	3
	 	 
	TERMS AND CONDITIONS OF OPTIONS	3
	 	 
	TERMINATION OR AMENDMENT OF THE PLAN	8
	 	 
	INDEMNIFICATION	8
	 	 
	EFFECTIVE DATE AND TERM OF THE PLAN	8







 STOCK OPTION PLAN OF

  HOUSE OF BRUSSELS CHOCOLATES INC.  

 A Nevada Corporation  

 1.  PURPOSE OF THE PLAN 

 The purpose of this Plan is to strengthen House of Brussels
  Chocolates Inc. (hereinafter the “Company”) by providing incentive
  stock options as a means to attract, retain and motivate key corporate personnel,
  through ownership of stock of the Company, and to attract individuals of outstanding
  ability to render services to and enter the employment of the Company or its
  subsidiaries. 

 2.  TYPES OF STOCK OPTIONS 

 There shall be two types of Stock Options (referred to herein
  as "Options" without distinction between such different types) that may be granted
  under this Plan: (1) Options intended to qualify as Incentive Stock Options
  under Section 422 of the Internal Revenue Code (“Qualified Stock Options”),
  and (2) Options not specifically authorized or qualified for favorable income
  tax treatment under the Internal Revenue Code (“Non-Qualified Stock Options”).


 3.  DEFINITIONS 

 The following definitions are applicable to the Plan:

	 	(1)	 Board. The Board of Directors of the Company. 
	 	 	 
	 	(2) 	Code. The Internal Revenue Code of 1986, as amended from time to time.
	 	 	 
	 	(3)	 Common Stock. The shares of Common Stock of the Company.
	 	 	 
	 	(4) 	 Company. House of Brussels Chocolates, Inc, a Nevada corporation. 
	 	 	 
	 	(5)	 Consultant. An individual or entity that renders
        professional services to the Company as an independent contractor and
        is not an employee or under the direct supervision and control of the
        Company. 

	 	 	 
	 	(6)	 Disabled or Disability. For the purposes of Section
        7, a disability of the type defined in Section 22(e)(3) of the Code. The
        determination of whether an individual is Disabled or has a Disability
        is determined under procedures established by the Plan Administrator for
        purposes of the Plan. 

	 	 	 
	 	(7)	 Fair Market Value. For purposes of the Plan, the
        “fair market value" per share of Common Stock of the Company at any
        date shall be: (a) if the Common Stock is listed on an established stock
        exchange or exchanges or the NASDAQ National Market, the closing price
        per share on the last trading day immediately preceding such date on the
        principal exchange on which it is traded or as reported by 









	 	 	NASDAQ; or (b) if the Common Stock is not then listed
        on an exchange or the NASDAQ National Market, but is quoted on the NASDAQ
        Small Cap Market, the NASDAQ electronic bulletin board or the National
        Quotation Bureau pink sheets, the average of the closing bid and asked
        prices per share for the Common Stock as quoted by NASDAQ or the National
        Quotation Bureau, as the case may be, on the last trading day immediately
        preceding such date; or (c) if the Common Stock is not then listed on
        an exchange or the NASDAQ National Market, or quoted by NASDAQ or the
        National Quotation Bureau, an amount determined in good faith by the Plan
        Administrator. 

	 	 	 
	 	(8)	 Incentive Stock Option. Any Stock Option intended to be and designated
      as an "incentive stock option" within the meaning of Section 422 of the
      Code. 
	 	 	 
	 	(9)	 Non-Qualified Stock Option. Any Stock Option that is not an Incentive
      Stock Option.
	 	 	 
	 	(10)	 Optionee. The recipient of a Stock Option. 
	 	 	 
	 	(11)	 Plan Administrator. The board or the Committee designated by the Board
      pursuant to Section 4 to administer and interpret the terms of the Plan.
    
	 	 	 
	 	(12)	 Stock Option. Any option to purchase shares of Common Stock granted pursuant
      to Section 7. 


4.  ADMINISTRATION OF THE PLAN 

 This Plan shall be administered by the Board of Directors
  or by a Compensation Committee (hereinafter the “Committee”) composed
  of members selected by, and serving at the pleasure of, the Board of Directors
  (the “Plan Administrator”). Subject to the provisions of the Plan,
  the Plan Administrator shall have authority to construe and interpret the Plan,
  to promulgate, amend, and rescind rules and regulations relating to its administration,
  to select, from time to time, among the eligible employees and non-employee
  consultants (as determined pursuant to Section 5) of the Company and its subsidiaries
  those employees and consultants to whom Stock Options will be granted, to determine
  the duration and manner of the grant of the Options, to determine the exercise
  price, the number of shares and other terms covered by the Stock Options, to
  determine the duration and purpose of leaves of absence which may be granted
  to Stock Option holders without constituting termination of their employment
  for purposes of the Plan, and to make all of the determinations necessary or
  advisable for administration of the Plan. The interpretation and construction
  by the Plan Administrator of any provision of the Plan, or of any agreement
  issued and executed under the Plan, shall be final and binding upon all parties.
  No member of the Committee or Board shall be liable for any action or determination
  undertaken or made in good faith with respect to the Plan or any agreement executed
  pursuant to the Plan. 

 If a Committee is established, all of the members of the Committee
  shall be persons who, in the opinion of counsel to the Company, are outside
  directors and "non-employee directors" within the meaning of Rule 16b-3(b)(3)(i)
  promulgated by the Securities and Exchange Commission. -From time to time, the
  Board may increase or decrease the size of the Committee, and add additional
  members to, or remove members from, the Committee. The Committee shall act 




 pursuant to a majority vote, or the written consent of a majority
  of its members, and minutes shall be kept of all of its meetings and copies
  thereof shall be provided to the Board. Subject to the provisions of the Plan
  and the directions of the Board, the Committee may establish and follow such
  rules and regulations for the conduct of its business as it may deem advisable.


 At the option of the Board, the entire Board of Directors
  of the Company may act as the Plan Administrator if no Compensation Committee
  is constituted. 

 5.  GRANT OF OPTIONS 

 The Company is hereby authorized to grant Incentive Stock
  Options as defined in section 422 of the Code to any employee or director (including
  any officer or director who is an employee) of the Company, or of any of its
  subsidiaries; provided, however, that no person who owns stock possessing more
  than 10% of the total combined voting power of all classes of stock of the Company,
  or any of its parent or subsidiary corporations, shall be eligible to receive
  an Incentive Stock Option under the Plan unless at the time such Incentive Stock
  Option is granted the Option price is at least 110% of the fair market value
  of the shares subject to the Option, and such Option by its terms is not exercisable
  after the expiration of five years from the date such Option is granted. 

 An employee may receive more than one Option under the Plan.
  Non-Employee Directors shall be eligible to receive Non-Qualified Stock Options
  in the discretion of the Plan Administrator. In addition, Non-Qualified Stock
  Options may be granted to employees, officers, directors and consultants who
  are selected by the Plan Administrator. 

 6.  STOCK SUBJECT TO PLAN 

 The stock available for grant of Options under the Plan shall
  be shares of the Company's authorized but unissued, or reacquired, Common Stock.
  Subject to adjustment as provided herein, the maximum aggregate number of shares
  of the Company’s common stock that may be optioned and sold under the Plan
  is 1,250,000 shares. 

 The maximum number of shares for which an Option may be granted
  to any Optionee during any calendar year shall not exceed three percent (3%)
  of the issued and outstanding common shares of the Company. In the event that
  any outstanding Option under the Plan for any reason expires or is terminated,
  the shares of Common Stock allocable to the unexercised portion of the Option
  shall again be available for Options under the Plan as if no Option had been
  granted with regard to such shares. 

 7.  TERMS AND CONDITIONS OF OPTIONS 

 Options granted under the Plan shall be evidenced by agreements
  (which need not be identical) in such form and containing such provisions that
  are consistent with the Plan as the Plan Administrator shall from time to time
  approve. Such agreements may incorporate all or any of the terms hereof by reference
  and shall comply with and be subject to the following terms and conditions:

	 	(1)	Number of Shares. Each Option agreement shall specify the number of shares
      subject to the Option. 








	 	(2)	Option Price. The purchase price for the shares subject
        to any Option shall be determined by the Plan Administrator at the time
        of the grant, but shall not be less than 85% of Fair Market Value per
        share. Anything to the contrary notwithstanding, the purchase price for
        the shares subject to any Incentive Stock Option shall not be less than
        100% of the Fair Market Value of the shares of Common Stock of the Company
        on the date the Stock Option is granted. In the case of any Incentive
        Stock Option granted to an employee who owns stock possessing more than
        10% of the total combined voting power of all classes of stock of the
        Company, or any of its parent or subsidiary corporations, the Option price
        shall not be less than 110% of the Fair Market Value per share of the
        Common Stock of the Company on the date the Option is granted. For purposes
        of determining the stock ownership of an employee, the attribution rules
        of Section 424(d) of the Code shall apply. In the case of Non-Qualified
        Stock Options granted to Consultants that do not qualify as Incentive
        Stock Options, the exercise price may be equal to a fixed percentage of
        the Fair Market Value per share of Common Stock based on the trading price
        of the Common Stock at the time of exercise, provided that the exercise
        price may not be less than 85% of the Fair Market Value per share of Common
        Stock at the time of exercise. 

	 	 	 
	 	(3)	 Notice and Payment. Any exercisable portion of a
        Stock Option may be exercised only by: (a) delivery of a written notice
        to the Company prior to the time when such Stock Option becomes unexercisable
        herein, stating the number of shares bring purchased and complying with
        all applicable rules established by the Plan Administrator; (b) payment
        in full of the exercise price of such Option by, as applicable, delivery
        of: (i) cash or check for an amount equal to the aggregate Stock Option
        exercise price for the number of shares being purchased, (ii) in the discretion
        of the Plan Administrator, upon such terms as the Plan Administrator shall
        approve, a copy of instructions to a broker directing such broker to sell
        the Common Stock for which such Option is exercised, and to remit to the
        Company the aggregate exercise price of such Stock Option (a “cashless
        exercise”), or (iii) in the discretion of the Plan Administrator,
        upon such terms as the Plan Administrator shall approve, shares of the
        Company's Common Stock owned by the Optionee, duly endorsed for transfer
        to the Company, with a Fair Market Value on the date of delivery equal
        to the aggregate purchase price of the shares with respect to which such
        Stock Option or portion is thereby exercised (a "stock-for-stock exercise");
        (c) payment of the amount of tax required to be withheld (if any) by the
        Company, or any parent or subsidiary corporation as a result of the exercise
        of a Stock Option. At the discretion of the Plan Administrator, upon such
        terms as the Plan Administrator shall approve, the Optionee may pay all
        or a portion of the tax withholding by: (i) cash or check payable to the
        Company, (ii) a cashless exercise, (iii) a stock-for-stock exercise, or
        (iv) a combination of one or more of the foregoing payment methods; and
        (d) delivery of a written notice to the Company requesting that the Company
        direct the transfer agent to issue to the Optionee (or his designee) a
        certificate for the number of shares of Common Stock for which the Option
        was exercised or, in the case of a cashless exercise, for any shares that
        were not sold in the cashless exercise. 









	 	(4)	 Terms of Option. No Option shall be exercisable
        after the expiration of the earliest of: (a) five (5) years after the
        date the Option is granted, (b) three months after the date the Optionee's
        employment with the Company and its subsidiaries terminates, or a Non-Employee
        Director or Consultant ceases to provide services to the Company, if such
        termination or cessation is for any reason other than Disability or death,
        (c) one year after the date the Optionee's employment with the Company,
        and its subsidiaries, terminates, or a Non-Employee Director or Consultant
        ceases to provide services to the Company, if such termination or cessation
        is a result of death or Disability; provided, however, that the Option
        agreement for any Option may provide for shorter periods in each of the
        foregoing instances. In the case of an Incentive Stock Option granted
        to an employee who owns stock possessing more than 10% of the total combined
        voting power of all classes of stock of the Company, or any of its parent
        or subsidiary corporations, the term set forth in (a) above shall not
        be more than five years after the date the Option is granted. 

	 	 	 
	 	(5) 	Exercise of an Option. No Option shall be exercisable
        during the lifetime of an Optionee by any person other than the Optionee.
        Subject to the foregoing, the Plan Administrator shall have the power
        to set the time or times within which each Option shall vest or be exercisable
        and to accelerate the time or times of vesting and exercise; provided,
        however each Option shall provide the right to exercise at the rate of
        at least 20% per year over five years from the date the Option is granted.
        Unless otherwise provided by the Plan Administrator, each Option will
        not be subject to any vesting requirements. To the extent that an Optionee
        has the right to exercise an Option and purchase shares pursuant hereto,
        the Option may be exercised from time to time by written notice to the
        Company, stating the number of shares being purchased and accompanied
        by payment in full of the exercise price for such shares. 

	 	 	 
	 	(6) 	No Transfer of Option. No Option shall be transferable by an Optionee
      otherwise than by will or the laws of descent and distribution. 
	 	 	 
	 	(7) 	Limit on Incentive Stock Option. The aggregate Fair
        Market Value (determined at the time the Option is granted) of the stock
        with respect to which an Incentive Stock Option is granted and exercisable
        for the first time by an Optionee during any calendar year (under all
        Incentive Stock Option plans of the Company and its subsidiaries) shall
        not exceed $100,000. To the extent the aggregate Fair Market Value (determined
        at the time the Stock Option is granted) of the Common Stock with respect
        to which Incentive Stock Options are exercisable for the first time by
        an Optionee during any calendar year (under all Incentive Stock Option
        plans of the Company and any parent or subsidiary corporations) exceeds
        $100,000, such Stock Options shall be treated as Non-Qualified Stock Options.
        The determination of which Stock Options shall be treated as Non-Qualified
        Stock Options shall be made by taking Stock Options into account in the
        Order in which they were granted. 









	 	(8)	 Restriction on Issuance of Shares. The issuance
        of Options and shares shall be subject to compliance with all of the applicable
        requirements of law with respect to the issuance and sale of securities,
        including, without limitation, any required qualification under state
        securities laws. If an Optionee acquires shares of Common Stock pursuant
        to the exercise of an Option, the Plan Administrator, in its sole discretion,
        may require as a condition of issuance of shares covered by the Option
        that the shares of Common Stock be subject to restrictions on transfer.
        The Company may place a legend on the share certificates reflecting the
        fact that they are subject to restrictions on transfer pursuant to the
        terms of this Section. In addition, the Optionee may be required to execute
        a buy-sell agreement in favor of the Company or its designee with respect
        to all or any of the shares so acquired. In such event, the terms of any
        such agreement shall apply to the optioned shares. 

	 	 	 
	 	(9)	 Investment Representation. Any Optionee may be required,
        as a condition of issuance of shares covered by his or her Option, to
        represent that the shares to be acquired pursuant to exercise will be
        acquired for investment and without a view toward distribution thereof,
        and in such case, the Company may place a legend on the share certificate(s)
        evidencing the fact that they were acquired for investment and cannot
        be sold or transferred unless registered under the Securities Act of 1933,
        as amended, or unless counsel for the Company is satisfied that the circumstances
        of the proposed transfer do not require such registration. 

	 	 	 
	 	(10)	 Rights as a Shareholder or Employee. An Optionee
        or transferee of an Option shall have no right as a stockholder of the
        Company with respect to any shares covered by any Option until the date
        of the issuance of a share certificate for such shares. No adjustment
        shall be made for dividends (Ordinary or extraordinary, whether cash,
        securities, or other property), or distributions or other rights for which
        the record date is prior to the date such share certificate is issued,
        except as provided in paragraph (13) below. Nothing in the Plan or in
        any Option agreement shall confer upon any employee any right to continue
        in the employ of the Company or any of its subsidiaries or interfere in
        any way with any right of the Company or any subsidiary to terminate the
        Optionee's employment at any time. 

	 	 	 
	 	(11)	 No Fractional Shares. In no event shall the Company be required to issue
      fractional shares upon the exercise of an Option. 
	 	 	 
	 	(12)	 Exercise in the Event of Death. In the event of
        the death of the Optionee, any Option or unexercised portion thereof granted
        to the Optionee, to the extent exercisable by him or her on the date of
        death, may be exercised by the Optionee's personal representatives, heirs,
        or legatees subject to the provisions of paragraph (4) above. 

	 	 	 
	 	(13)	 Recapitalization or Reorganization of the Company.
        Except as otherwise provided herein, appropriate and proportionate adjustments
        shall be made (1) in the number and class of shares subject to the Plan,
        (2) to the Option rights granted under the Plan, and (3) in the exercise
        price of such Option rights, in the event that the number of shares of
        Common Stock of the Company are increased or 









	 	 	decreased as a result of a stock dividend (but only
        on Common Stock), stock split, reverse stock split, recapitalization,
        reorganization, merger, consolidation, separation, or like change in the
        corporate or capital structure of the Company. In the event there shall
        be any other change in the number or kind of the outstanding shares of
        Common Stock of the Company, or any stock or other securities into which
        such common stock shall have been changed, or for which it shall have
        been exchanged, whether by reason of a complete liquidation of the Company
        or a merger, reorganization, or consolidation with any other corporation
        in which the Company is not the surviving corporation, or the Company
        becomes a wholly-owned subsidiary of another corporation, then if the
        Plan Administrator shall, in its sole discretion, determine that such
        change equitably requires an adjustment to shares of Common Stock currently
        subject to Options under the Plan, or to prices or terms of outstanding
        Options, such adjustment shall be made in accordance with such determination.
      

       To the extent that the foregoing adjustments relate
        to stock or securities of the Company, such adjustment shall be made by
        the Plan Administrator, the determination of which in that respect shall
        be final, binding, and conclusive. No right to purchase fractional shares
        shall result from any adjustment of Options pursuant to this Section.
        In case of any such adjustment, the shares subject to the Option shall
        he rounded down to the nearest whole share. Notice of any adjustment shall
        be given by the Company to each Optionee whose Options shall have been
        so adjusted and such adjustment (whether or not notice is given) shall
        be effective and binding for all purposes of the Plan. 

       In the event of a complete liquidation of the Company
        or a merger, reorganization, or consolidation of the Company with any
        other corporation in which the Company is not the surviving corporation,
        or the Company becomes a wholly-owned subsidiary of another corporation,
        any unexercised Options granted under the Plan shall be deemed cancelled
        unless the surviving corporation in any such merger, reorganization, or
        consolidation elects to assume the Options under the Plan or to issue
        substitute Options in place thereof; provided, however, that notwithstanding
        the foregoing, if such Options would be cancelled in accordance with the
        foregoing, the Optionee shall have the right exercisable during a ten-day
        period ending on the fifth day prior to such liquidation, merger, or consolidation
        to exercise such Option in whole or in part without regard to any installment
        exercise provisions in the Option agreement. 

	 	 	 
	 	(14)	 Modification, Extension and Renewal of Options. Subject
        to the terms and conditions and within the limitations of the Plan, the
        Plan Administrator may modify, extend or renew outstanding options granted
        under the Plan and accept the surrender of outstanding Options (to the
        extent not theretofore exercised). The Plan Administrator shall not, however,
        without the approval of the Board, modify any outstanding Incentive Stock
        Option in any manner that would cause the Option not to qualify as an
        Incentive Stock Option within the meaning of Section 422 of the Code.
        Notwithstanding the foregoing, no modification of an Option shall, without
        the consent of the Optionee, alter or impair any rights of the Optionee
        under the Option. 

      








	 	(15)	 Other Provisions. Each Option may contain such other terms, provisions,
      and conditions not inconsistent with the Plan as may be determined by the
      Plan Administrator. 


8.  TERMINATION OR AMENDMENT OF THE PLAN 

 The Board may at any time terminate or amend the Plan; provided
  that, without approval of the holders of a majority of the shares of Common
  Stock of the Company represented and voting at a duly held meeting at which
  a quorum is present, there shall be (except by operation of the provisions of
  paragraph 6 or paragraph 7(13) above) no increase in the total number of shares
  covered by the Plan, no change in the class of persons eligible to receive options
  granted under the Plan, no reduction in the limits for determination of the
  minimum exercise price of Options granted under the Plan, and no extension of
  the limits for determination of the latest date upon which Options may be exercised;
  and provided further that, without the consent of the Optionee, no amendment
  may adversely affect any then outstanding Option or any unexercised portion
  thereof. 

 9.  INDEMNIFICATION 

 In addition to such other rights of indemnification as they
  may have as members of the Board Committee that administers the Plan, the members
  of the Plan Administrator shall be indemnified by the Company against reasonable
  expense, including attorney's fees, actually and necessarily incurred in connection
  with the defense of any action, suit or proceeding, or in connection with any
  appeal therein to which they, or any of them, may be a party by reason of any
  action taken or failure to act under or in connection with the Plan or any Option
  granted thereunder, and against any and all amounts paid by them in settlement
  thereof (provided such settlement is approved by independent legal counsel selected
  by the Company). In addition, such members shall be indemnified by the Company
  for any amount paid by them in satisfaction of a judgment in any action, suit,
  or proceeding, except in relation to matters as to which it shall have been
  adjudged that such member is liable for negligence or misconduct in the performance
  of his or her duties, provided however that within sixty (60) days after institution
  of any such action, suit, or proceeding, the member shall in writing offer the
  Company the opportunity, at its own expense, to handle and defend the same.


 10. EFFECTIVE DATE AND TERM OF THE PLAN 

 This Plan shall become effective (the "Effective Date") on
  the date of adoption by the board of directors. Unless sooner terminated by
  the Board in its sole discretion, this Plan will expire on March 23, 2014. 




 IN WITNESS WHEREOF, the Company by its duly authorized officer, has
  caused this Plan to be executed as of the 23rd day of March, 2004.


	 	HOUSE OF BRUSSELS CHOCOLATES INC.
	 	 	 
	 	/s/ Grant Petersen
	 	
	
 
	 	By:	Grant Petersen
	 	Its:	President