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Published on 3/31/2005 in the Prospect News PIPE Daily.

New Issue: House of Brussels wraps $6 million private placement

By Sheri Kasprzak

Atlanta, March 31 - House of Brussels Chocolates Inc. said it has secured $6 million in a private placement.

The company sold $3.5 million in a secured convertible note and $2.5 million in a secured revolving note and a minimum borrowing note to Laurus Master Fund Ltd.

The convertible note matures in three years, bears interest at Prime rate plus 200 basis points and is convertible into common shares at $0.88 each. The interest rate will reduce to zero if the company's share price increases according to certain benchmarks.

The company may prepay the note at 120% of the principal.

The maximum amount available under the revolving note and the minimum borrowing note is equal to the lesser of $2.5 million, less reserves, or 90% of the eligible accounts receivable, less reserves.

Laurus also received warrants for 1.5 million shares at $1.20 each for seven years.

Based in Houston, House of Brussels is a chocolate manufacturing company. It plans to use the proceeds from the offering for its operations.

Issuer:House of Brussels Chocolates Inc.
Issue:Secured convertible note
Amount:$3.5 million
Maturity:Three years
Coupon:Prime rate plus 200 basis points
Conversion price:$0.88
Call:May be prepaid at 120% of principal
Warrants:For 1.5 million shares
Warrant expiration:Seven years
Warrant strike price:$1.20
Investors:Laurus Master Fund Ltd.
Settlement date:March 31
Stock price:$0.94 at close March 31

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