Brasil Brokers Participações S.A. (“Brasil Brokers” or the “Company”), a publicly-held company with common shares traded on the Novo Mercado of Bovespa under code BBRK3, pursuant to provisions set forth in CVM Rule 358/2002, informs its shareholders and the general market that the Company, in line with its strategy of geographic expansion through the acquisition of interests in real estate brokerage companies, has entered into an Agreement to Purchase 80% of an Ownership Interest in the capital stock of Rede Morar S.A. (“Rede Morar”), an accrediting network of real estate brokerage companies, with strong presence in Minas Gerais market.

Rede Morar

The estimated value of the acquisition, in the base scenario, is R$4.5 million, corresponding to seven and a half times (7.5) the audit net profit recorded for 2008. Payment will be made in three installments, a down payment of R$900 thousand in currency and R$600 thousand by transfer the Company’s treasury shares. The others installments will be paid inApril 2009 and April 2010, so that the final amount paid for the company reaches the proportion of 60% currency and 40% by transfer of Company’s treasury shares.

The Company has a call option for the remaining 20%, valid for thirty days after the approval of 2009 balance sheet, corresponding to five times (5.0) the audit net profit recorded in 2009. After 30 days passed the date mentioned above, the original partners of Rede Morar will have a put option for their remaining shares, corresponding to three times (3.0) the audit net profit recorded for 2009.

The shares used in the acquisition of Rede Morar shall be subject to the same trading restrictions (“lock-up”) set forth in the Company’s shareholders agreement.

The directors of the Company will convene an Extraordinary Shareholders Meeting to ratify the acquisition of the shares of Rede Morar. Any shareholder that dissent from the acquisition will have the right to withdraw from the Company. For the purpose of reimbursing the shares, the price will be based on the balance sheet as of December 31, 2007. The right to withdraw will entitle only to those shareholders who held Company’s shares at the close of the trading session on May 13, 2008, the release date of this Material Fact. Shareholders may claim the refund of the value of their shares within 30 (thirty) days after the publication of the resolutions of the Meeting approving the acquisitions, by addressing written correspondence to the Company for that purpose.

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