Unassociated Document


     

    Exhibit 10.1

    
 

    Frezer,
      Inc.

    936A
      Beachland Boulevard, Suite 13

    Vero
      Beach, Florida 32963

    


    


    Strictly
      Private and Confidential

    


    November
      7, 2007

    


    Mr.
      Peter
      B. Williamson

    Chairman
      of the Board

    Breakthrough
      Venture Corp.

    122
      Sherbourne Street

    Toronto,
      Ontario M5A 2R4

    Canada

    


    Re:
      Letter of Intent

    


    Dear
      Mr.
      Williamson:

    


    Further
      to our recent discussions, this letter of intent (“LOI”) summarizes the terms
      upon which Frezer, Inc. (“FRZR”) intends to combine with Breakthrough Venture
      Corp. (“Breakthrough”) either through a merger between Breakthrough and a wholly
      owned subsidiary of FRZR, or an exchange of shares of stock of Breakthrough
      for
      shares of common stock, par value $0.001 per share (“Common Stock”) of FRZR (the
“Merger”). The parties intend to begin preparation of agreements necessary for
      the Merger (“Definitive Agreements”) in accordance with the following
      terms:

    


    
      	 	
              1.

            	
              Merger.
                At
                closing of the Merger (“Closing”), FRZR will issue restricted shares of
                its convertible preferred stock to the existing stockholders of
                Breakthrough (“Existing Holders”). The preferred shares will be
                convertible into shares of FRZR’s common stock (“Conversion Shares”) and
                shall have the right to vote along with the common stock, on an
                as-converted basis, on all matters on which the common stock is entitled
                to vote. The Conversion Shares issued to the Existing Holders, in
                the
                aggregate, together with any outstanding options, warrants and other
                convertible securities (“Securities”) of Breakthrough that are assumed by
                FRZR in connection with the Merger, along with any securities issued
                to
                investors in the private placement offering (“Offering”), will represent
                96% of the issued and outstanding shares of common stock of FRZR
                on a
                fully diluted and as-converted basis following the Merger. The parties
                acknowledge that the structure will be designed to satisfy Breakthrough’s
                desire to remain a Canadian controlled company for tax
                purposes.

            


    

    


    The
      Merger Agreement will contain warranties, representations, covenants and
      conditions as are customary for transactions of this nature, including
      indemnification from AAAA for six months following closing to the extent of
      the
      reverse merger fee, subject to a “basket” as to which no claim can be made until
      all such claims for indemnification exceed $75,000.

    


    
      	 	
              2.

            	
              Private
                Placement. A
                condition to Closing will be the completion of a private placement
                of
                securities raising gross proceeds of at least $14 million on terms
                substantially in accordance with the terms described in the attached
                Schedule A (the “Offering”). Breakthrough will engage BBBB as its
                exclusive placement agent for the Offering in the manner described
                on
                Schedule A. The parties desire the Offering to be completed no later
                than
                March 15, 2008.

            


    


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    


    


    
      	 	
              3.

            	
              Consultant.
                At
                Closing, David J. Levenson will be issued a number of shares of restricted
                common stock of FRZR equal to 0.4% of the fully-diluted common stock
                of
                FRZR post-Closing.  For purposes of clarity, 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
                FRZR
                post-Closing, the stockholders of FRZR immediately prior to the Closing
                will hold 3.6% of the fully-diluted common stock of FRZR post-Closing,
                and
                David J. Levenson will hold 0.4% of the fully-diluted common stock
                of FRZR
                post-Closing.

            


    

    


    In
      addition, Mr. Levenson will receive a $37,500 consulting fee from
      CCCC.

    


    
      	 	
              4.

            	
              Audit.
                A
                condition to Closing will be that Breakthrough shall have
                delivered the balance sheet as of the end of the last fiscal year
                and the
                related statements of operations, shareholders' equity and cash flows
                for
                the last two fiscal years ended October 31, 2007, audited by an accounting
                firm which is registered with the U.S. Public Company Accounting
                Oversight
                Board (“PCAOB”) (“Accountant"), and the reviewed interim financial
                statements for the three months ended January 31, 2008, with all
                such
                statements having been prepared in accordance with U.S. generally
                accepted
                accounting principles, SEC rules and regulations, (collectively,
                the
                “Financial Statements”);

            


    

     

    
      	 	
              5.

            	
              Registration.
                DDDD,
                Kevin R. Keating and Garisch Financial, Inc. (collectively, the “Current
                FRZR Holders”) will receive piggyback registration rights with respect to
                all FRZR common stock owned by them as a condition to the Merger.
                Even if
                registered, the shares held DDDD 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
                Financing 

            


    

    


    
      	 	
              6.

            	
              Additional
                Conditions. All
                necessary consents of third parties will be obtained prior to Closing.
                Definitive Agreements will contain customary representations, warranties
                and covenants. The board of directors of FRZR and the board of directors
                and shareholders of Breakthrough shall have approved the Definitive
                Agreements. The parties desire Closing to be completed no later than
                March
                15, 2008.

            


    

    


    
      	 	
              7.

            	
              Additional
                Agreements.

            


    

    


    
      	 	
              a.

            	
              Board
                Seat. Breakthrough
                agrees to use its best efforts to include on its Board for a period
                of one
                (1) year following the Closing a person designated by DDDD, which
                designee
                shall be subject to the reasonable consent of the management of
                Breakthrough. At Closing, Breakthrough will deliver voting agreements
                on
                behalf of current Breakthrough shareholders who will represent more
                than
                50% of the outstanding voting stock of FRZR following the Merger
                agreeing
                to vote for person designated by
                DDDD.

            


    

    


    
      	 	
              b.

            	
              After
                Market Support. Breakthrough
                agrees to engage EEEE, a wholly-owned subsidiary of CCCC, to provide
                a
                comprehensive investor relations and after market support program
                (including development and execution of a plan for a NASDAQ listing)
                for a
                term of twelve (12) months following the Closing, or until such time
                as
                Breakthrough becomes listed on NASDAQ. Professional fees for these
                services are $10,000 per month payable quarterly in advance during
                the
                term. EEEE professional fees and $240,000 for third-party expenses
                in
                connection with after market support campaigns will be escrowed at
                Closing
                of the Merger and the Offering. All third-party expenses will be
                subject
                to approval in advance by
                Breakthrough.

            


    


    
      
         

      

      
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              8.

            	
              No-Shop.
                In consideration of the expense and effort that will be expended
                by FRZR
                and Breakthrough in due diligence and the negotiation of the Definitive
                Agreements, neither Breakthrough nor its affiliates will, directly
                or
                indirectly, solicit or entertain offers from, negotiate with or in
                any
                manner encourage, discuss, accept or consider any proposal of any
                other
                person or entity relating to a transaction of the type set forth
                herein or
                any other potential merger, acquisition, sale or financing transaction
                (other than the Offering to take place prior to the Closing) until
                the
                earlier to occur of: (i) March 31, 2008, if and only if the Offering
                has
                not been completed prior to March 31, 2008, (ii) the Closing, or
                (iii) the
                date on which FRZR and Breakthrough mutually agree in writing to
                discontinue negotiations. Neither FRZR,
                AAAA,
                nor DDDD, nor any of their officers, directors,
                employees,
                stockholders, advisors, representatives or affiliates will enter
                into or
                continue any negotiations or discussions with other parties relating
                to a
                reverse acquisition or reverse merger transaction involving FRZR
                until the
                earlier to occur of: (i) March 31, 2008, if and only if the Offering
                has
                not been completed prior to March 31, 2008, (ii) the Closing, or
                (iii) the
                date on which FRZR and Breakthrough mutually agree in writing to
                discontinue negotiations.

            


    

    


    
      	 	
              9.

            	
              Definitive
                Agreements;
                Consents.
                FRZR and Breakthrough shall negotiate in good faith to arrive at
                mutually
                acceptable Definitive Agreements for approval, execution and delivery
                on
                the earliest practicable date. The parties shall cooperate with each
                other
                and proceed, as promptly as is reasonably practicable, to seek to
                obtain
                all necessary consents and approvals, if any, from third parties
                or
                governmental entities, and to endeavor to comply with all other legal
                or
                contractual requirements for, or preconditions to, the execution
                and
                consummation of the Definitive
                Agreements.

            


    

    


    
      	 	
              10.

            	
              Confidentiality.
                The parties each covenant and agree that, except as consented to
                by the
                parties, neither they nor any of their respective officers, directors,
                employees, agents or representatives will disclose any confidential
                information of the other to any third party, except (i) as required
                by law
                or regulation (including applicable securities regulations) or (ii)
                to a
                party’s accountants, lawyers, employees, advisors and representatives in
                connection with evaluating whether to proceed with negotiating and
                closing
                the transactions contemplated herein or (iii) in connection with
                obtaining
                consents required by the Definitive Agreements. All confidential
                information will be returned to the other party if the Merger or
                Offering
                are not completed. Neither party will make any public comment, statement
                or communication with respect to, or otherwise disclose or permit
                the
                disclosure of the existence of discussions regarding, a possible
                transaction among the parties or any of the terms, conditions or
                other
                aspects of the transactions described herein. Notwithstanding the
                foregoing, the parties acknowledge that FRZR will prepare and file
                a
                Current Report on Form 8-K to report the execution of this
                LOI.

            


    

    


    
      	 	
              11.

            	
              Costs.
                Each party shall be responsible for and bear all of their own costs
                and
                expenses incurred in connection with the proposed transaction.
                Breakthrough will pay CCCC an advisory fee of $500,000 for advisory
                services rendered to FRZR in connection with the Merger (“Advisory Fee”).
                A non-refundable due diligence fee of $25,000 is payable upon signing
                this
                LOI. The balance of $475,000 shall be payable at the Closing of the
                Merger. In addition, Breakthrough shall be responsible for completing
                a
                Kroll background check on Breakthrough and its two principal
                officers.

            


    

    


    
      	 	
              12.

            	
              No
                Material Changes in Business.
                From and after the date of this LOI until the earliest to occur of
                the
                termination of this LOI, March 31, 2008, or the date of execution
                of the
                Definitive Agreements, the parties will use commercially reasonable
                efforts to maintain their respective businesses in accordance with
                customary practices and otherwise to conduct their respective businesses
                in the ordinary course in the manner in which it has heretofore been
                conducted and to preserve their business relationships with customers,
                suppliers and content providers. During such time, Breakthrough shall
                notify FRZR of any action outside the ordinary course of business
                or any
                commitment involving more than $20,000. FRZR shall notify Breakthrough
                of
                any action outside the ordinary course of business or any commitment
                involving more than $20,000.

            


    


    
      
         

      

      
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              13.

            	
              Binding
                Nature of Letter.
                Sections 1-6 of this LOI (the “Non-Binding Provisions”) reflect our mutual
                understanding of the matters described in them, but each party
                acknowledges that the Nonbinding Provisions are not intended to create
                or
                constitute any legally binding obligation between the parties. No
                party to
                this LOI shall have any liability to any other party based upon,
                arising
                from, or relating to the Non-Binding Provisions. Sections 7-12 of
                this LOI
                (the “Binding Provisions”) shall constitute the legally binding and
                enforceable agreement of the parties (in recognition of the significant
                costs to be borne by the parties in pursuing the transactions set
                forth
                herein). The Binding Provisions (along with the rest of this LOI)
                may be
                terminated (i) by mutual written consent of both parties; or (ii)
                upon
                written notice by either party to the other if the Definitive Agreements
                have not been executed by December 31, 2007, provided, however, that
                the
                termination of the Binding Provisions shall not affect the liability
                for
                breach of any of the Binding Provisions prior to the
                termination.

            


    

    


    
      	 	
              14.

            	
              Counterparts,
                etc.
                This LOI may be executed in separate counterparts, none of which
                need to
                contain all the signatures of all parties, each of which shall be
                deemed
                to be an original, and all of which taken together constitute one
                and the
                same instrument. The Binding Provisions may only be amended in writing
                signed by both parties. The Binding Provisions reflect the entire
                agreement among the parties with respect to the subject matter thereof.
                This LOI may not be assigned. Telecopied or email (via PDF) signatures
                shall be deemed to have the same effect as an original. This LOI
                shall be
                governed by the internal laws of the State of Colorado. Any dispute
                arising hereunder shall be resolved through binding arbitration to
                be held
                in Denver, Colorado in accordance with the international rules of
                the
                American Arbitration Association.

            


    

    


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    If
      you
      are in agreement with the foregoing as a basis for negotiating Definitive
      Agreements between us with respect to the matters set forth herein, please
      return a signed copy of this LOI to the undersigned no later than November
      7,
      2007, after which time this LOI will expire if not so accepted.

     

    
      	 	
              Sincerely,

            
	 	 	 
	 	
              Frezer,
                Inc.

            
	 	 	 
	 	 	 
	 	
              By:
                

            	
              /s/
                Kevin R. Keating

            
	 	 	
              Kevin
                R. Keating, President

            


    

    


    
      	
              ACCEPTED
                AND AGREED:

            	 
	 	 	 
	
              Breakthrough
                Venture Corp.

            	 
	 	 	 
	 	 	 
	
              By:
                

            	
               
                /s/ Peter B. Williamson

            	 
	 	
              Peter
                B. Williamson, Chairman of the Board

            	 


    


    
      
         

      

      
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    SCHEDULE
      A

    


    TERMS
      OF OFFERING

    


    
      	 	
              Issuer:

            	
              Frezer,
                Inc. (“Frezer).

            


    

    


    
      	 	
              Exclusive
                Placement Agent:

            	
              BBBB,
                operating on a “best efforts” basis, Placement Agent Agreement (“Placement
                Agreement”) to be entered into on or before November 23, 2007, with Frezer
                and Breakthrough Venture Corp.
                (“Breakthrough”).

            


    

    


    
      	 	
              Amount
                to be Raised:

            	
              $14
                million.

            


    

    


    
      	 	
              Securities
                to be Issued:

            	
              Investment
                units (the “Units”) of common stock and warrants (or preferred stock
                equivalents automatically convertible into common stock and warrants).
                Investors will receive 50% warrant coverage at an exercise price
                of 125%
                of the unit offering price. See Schedule B for a post-offering and
                reverse
                merger capitalization table on a fully-diluted
                basis.

            


    

    


    
      	 	
              Pre-Money
                Valuation:

            	
              $37
                million.

            


    

    


    
      	 	
              Warrants:

            	
              The
                Warrants will be exercisable, in whole or in part, at an exercise
                price
                equal to 125% of the offering price. The Warrants may be exercised
                at any
                time beginning on the date of issuance and ending on the fifth anniversary
                of the final closing of the
                Offering.

            


    

    
      	 	 	 


    

    
      	 	
              Forced
                Exercise:

            	
              Breakthrough
                will have the right to require the Warrant holder to exercise the
                Warrant
                if the common stock is quoted on the NASDAQ Capital market and, for
                a
                period of 20 consecutive trading days, the closing bid price of the
                common
                stock has been above $1.50 per share and the daily trading volume
                has been
                at least 200,000 shares, in each case on each of the 20 consecutive
                trading days.

            


    

    


    
      	 	
              Offering
                Materials:

            	
              Private
                Placement Memorandum including all “Form 10 Information” as defined by SEC
                rules.

            


    

    


    
      	 	
              Compensation:

            	
              The
                Placement Agent shall receive (i) 7% of the gross proceeds raised
                in the
                Offering, (ii) a non-accountable expense allowance (“Allowance”) of 2% of
                the gross proceeds raised in the Offering, including a $25,000
                non-refundable advance against the Allowance upon signing the Placement
                Agreement, and (iii) five-year cashless, non-redeemable warrants
                to
                purchase 10% of the number of shares of common stock sold in the
                Offering
                (excluding any common stock underlying the warrants included as part
                of
                the Offering) at an exercise price equal to 125% of the offering
                price,
                sold for a nominal price (“Agent
                Warrants”).

            


    


    
      
         

      

      
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              Registration:

            	
              Frezer
                will, and Breakthrough will cause Frezer, to register for resale
                on a
                registration statement (“Registration Statement”) to be filed with the SEC
                within thirty days following the Closing (the “Filing Deadline”): (i) the
                shares of its common stock sold in the Offering (“Common Stock”), and (ii)
                the shares of its common stock underlying the warrants issued in
                the
                Offering (“Equity Warrants”). The Registration Statement will be declared
                effective by the SEC within 120 days after the Closing (the “Effectiveness
                Deadline”). In the event the Registration Statement is not filed or
                declared effective in a timely manner, Breakthrough and Frezer will
                be
                required to pay customary penalties to investors in the Offering
                as
                described below. The Effectiveness Deadline can be extended for up
                to an
                additional 60 days solely as a result of responding to comments from
                the
                Securities and Exchange Commission relating to SEC Rule
                415.

            


    

    


    
      	 	
              Registration
                Penalties:

            	
              If
                the Registration Statement is not filed by the Filing Deadline or
                does not
                become effective by the Effectiveness Deadline, Breakthrough will
                be
                required to pay Investors in cash an amount equal to 1% of the purchase
                price of each Unit held by Investors on such Filing Deadline,
                Effectiveness Deadline, as applicable, and for every 30 day period
                (or
                part) thereafter, in each case until cured (“Registration Delay
                Payments”), provided that the Registration Delay Payments shall not exceed
                10% of the purchase price of the Offering. In the event that the
                Registration Delay Payments are not made in a timely manner, such
                Registration Delay Payments shall bear interest at a rate of 1.5%
                per
                month (or the highest amount permitted by law, if lower) until paid
                in
                full.

            


    

    


    
      
         

      

      
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