AGREEMENT

AGREEMENT

This Agreement is effective as of this 10th day of May , 2004 (the "Effective Date"), by and between House of Brussels Chocolates, Inc. ("HOBC") of 750 Terminal Ave., Suite 208, Vancouver, British Columbia V6A 2M5, Canada and Walgreen Co., ("Walgreens") of 200 Wilmot Road, Deerfield, Illinois 60015.

1.    Assignment and Transfer of TRUFFELINOS and TRUFFELINOS LITE Trademarks and Registrations. In consideration for the private label product production commitments as described herein, HOBC agrees to assign to Walgreens, and Walgreens agrees to receive from HOBC, any and all HOBC right, title and interest in and to the TRUFFELINOS and TRUFFELINOS LITE trademarks and corresponding applications described on Exhibit A hereto (incorporated herein by reference) which HOBC may have, any and all trade dress rights in and to the current TRUFFELINOS and TRUFFELINOS LITE products (individually and collectively, the "Trademarks"), and any and all goodwill associated therewith as of the Effective Date, and further, HOBC agrees to produce the TRUFFELINOS and TRUFELLINOS LITE products as more fully described in this Agreement. In connection with this Trademark transfer, concurrent with the execution of this Agreement, HOBC will execute the Trademark Assignment attached hereto as Exhibit B, and any such additional assignment documentation as Walgreens may require, such documents to be effective as of the Effective Date or as of the earliest date thereafter as may be legally required in connection with the trademark assignment process. Any and all costs associated with preparing, recording, registering and/or otherwise affecting the trademark assignment documents shall be borne by Walgreens.

2.    Production Terms/Pricing. Subject to the terms of this Agreement, HOBC will be the sole and exclusive producer of Walgreens' TRUFFELINOS and TRUFFELINOS LITE products (collectively referred to herein as the "Products") as follows:

with each box containing (A) six flavors of chocolate-coated candies consisting of Caramel, Coffee Crisp, Chocolate Truffle, Peanut Butter, Orange and Lemon, and (B) half milk chocolate and half dark chocolate-coated candies.

Production shall commence as of the Effective Date of this Agreement and continue for two (2) years, ending on the second anniversary of the Effective Date, with guaranteed annual purchases by Walgreens of no less than $3 million worth of Products from HOBC. The packaging, branding and labeling of the Products shall be produced by HOBC in the manner described in Exhibit C, attached hereto and made a part hereof by reference.

HOBC shall supply Walgreens with such inventory/production of the Products and other private label products as Walgreens may reasonably require from time to time during the term hereof, with HOBC at all times maintaining a 30-day supply of such respective Products based on Walgreens' average monthly purchases from HOBC over the previous six-month period; provided, however, that during the- first six months of the term, H0BC shall maintain such inventory levels as set forth in Walgreens projected sales report delivered to HOBC.

The pricing for the Products shall be that which is outlined on Exhibit D, attached hereto and made a part hereof by reference, and shall remain fixed for the term of this Agreement; provided, however, that in the event at any time during the term of this Agreement, Walgreens is offered a lower price to produce the Products by another vendor, such production to commence no earlier than the first anniversary of the Effective Date, Walgreens shall present such offer to HOBC and HOBC shall have a period of thirty (30) days to match such offer. In the event HOBC refuses to match such offer, Walgreens shall have the right to terminate this Agreement, such termination to be effective no earlier than the first anniversary of the Effective Date, and in such case, all right, title and interest in and to the TRUFFELINOS and TRUFFELINOS LITE trademarks shall remain with Walgreens. HOBC shall deliver the Products to Walgreens' designated distribution centers by the dates set forth in Walgreens' respective purchase orders, which shall contemplate a minimum order lead-time of at least 10 days. HOBC represents and warrants that the price and terms offered to Walgreens for the Products shall be at least as favorable as those offered by HOBC to any other third party private label customer of HOBC purchasing chocolates and low-carbohydrate/ no-sugar-added chocolates. Further, every six (6) months during the term of this Agreement, the parties agree to review the pricing for the Products, and in the event that HOBC's cost to produce the Products has decreased, the price to Walgreens for the Products shall be lowered by the same percentage, effective as of such review date,

Walgreens, as owner of the TRUFFELINOS and TRUFFELINOS LITE trademarks, shall be free to use these marks on any other products Walgreens may produce or have produced for it at any time during the term of this Agreement or thereafter. Provided, however, that during the term hereof, HOBC shall have a right of first refusal to match or better the terms and conditions offered to Walgreens by any other potential supplier of any new TRUFFELINOS or TRUFFELINOS LITE chocolates and/or low-carbohydrate/no-sugar-added chocolate candies. This right of first refusal shall apply to any decision by Walgreens to replace the TRUFFELINOS or TRUFFELINOS LITE Products that are the subject of this Agreement, with a different sized TRUFFELINOS or TRUFFELINOS LITE Product. HOBC shall have a period of fifteen (15) days in each instance to determine whether or not to exercise this right of first refusal on the terms and conditions presented by Walgreens, and in the event HOBC elects to accept such terms, any such new or additional purchase arrangement shall be pursuant to the terms of this Agreement as amended to reflect the new terms applicable to the production and sale of the new or additional TRUFFELINOS or TRUFFELINOS LITE Products. Further, such new or additional chocolates and/or low-carbohydrate/no-sugar-added chocolates shall be included in the definition of Products for purposes of this Agreement, including but not limited to the minimum purchase requirements set forth in Paragraph 2. In the event that HOBC elects not to exercise its right of first refusal, Walgreens shall be free to pursue production of such chocolates and/or low-carbohydrate/no-sugar-added chocolates on the same or more favorable terms as those offered to HOBC. HOBC refusal to exercise its right of first refusal in connection with an offer to replace the TRUFFELINOS or TRUFFELINOS LITE Products or add any new TRUFFELINOS or TRUFFELINOS LITE chocolates and/or low-carbohydrate/no-sugar-added chocolates shall not in any way effect Walgreens' ownership of the TRUFFELINOS and TRUFFELINOS LITE trademarks.

3.  Applicable HOBC Trademark Representations and Warranties. HOBC represents and warrants to Walgreens that, to the best of its knowledge, as of the Effective Date: (i) HOBC is the sole owner of all right, title and interest in and to the Trademarks, and that it has made no other use of the TRUFFELINOS name other than in connection with Trademarks that are assigned to Walgreens pursuant to this Agreement; (ii) such Trademarks are free and clear of any legitimate liens or encumbrances; (iii) HOBC is not aware of any claim alleging that the Trademarks infringe or otherwise violate the rights of any other party; (iv) HOBC has the legal right, authority and ability to transfer the Trademarks to Walgreens as described in this Agreement; and (v) the Trademark transfer and assignment transactions contemplated herein will effectively transfer all right, title and interest in the Trademarks, and any goodwill associated therewith, to Walgreens.

4.  Term and Termination.

(a) This Agreement shall commence as of the Effective Date and shall end on the second anniversary of the Effective Date.

(b) This Agreement may be earlier terminated as follows:

(i) By either party, upon not less that 30 days prior written notice if the other party materially breaches any non-payment obligation under this Agreement and fails to cure such breach within said thirty day period; provided, however, that in the event HOBC fails to have sufficient production to fill Walgreens' purchase orders on three (3) or more occasions during any given 12-month period during the term hereof, HOBC shall forfeit its right to cure, as provided above;

(ii) By Walgreens, upon 30 days prior written notice to HO