BEFUT Global Inc. (fka BFTI)

[Brookwinn]

10Q Filed last week - includes this Letter of Intent

Letter Of Intent

On November 7, 2007, the Company entered into a letter of intent (the “Letter of Intent”) with Breakthrough Venture Corp. (“Breakthrough”), pursuant to which the Company intends to combine with Breakthrough either through a merger between Breakthrough and a wholly owned subsidiary of the Company, or an exchange of shares of stock of Breakthrough for shares of common stock (“Common Stock”) of the Company (the “Merger”).


The Letter of Intent provides that a condition to the closing of the merger (the “Closing”) will be the completion of a private placement of securities raising gross proceeds of at least $12 million (the “Offering”). Breakthrough will engage a placement agent for the Offering, and the parties desire the Offering to be completed no later than May 15, 2008.


The Letter of Intent contemplates that after the Merger, the shareholders of Breakthrough immediately prior to the Closing, along with new investors in the Offering, will hold 96% of the fully-diluted Common Stock of the Company and the stockholders of the Company immediately prior to the Closing will hold 4.0% of the fully-diluted Common Stock of the Company.


The Letter of Intent further contemplates that, as a condition to the Merger, certain current shareholders of the Company will receive piggyback registration rights with respect to all shares of Common Stock owned by them. Even if registered, the shares held by one of these shareholders would be subject to a lock-up permitting sale starting six months after the effectiveness of the registration statement with respect to shares underlying securities issued in the Offering.


The completion of the Merger is subject to certain conditions to closing, including but not limited to, the negotiation and execution of various agreements, the delivery of audited financial statements of Breakthrough prepared in accordance with GAAP, and required board, stockholder and member approvals.


Subject to the satisfaction of the above conditions and other customary conditions, the Merger is expected to close by May 15, 2008. However, there can be no assurance that the Merger will be completed.