MEMORANDUM

TO:

Estructuras 9D S.A. Michael Readwin

OF :

Grupo Vial Abogados Sergio Guzmn Z.

REF: DATE :

EGIS August 12, 2010

Dear Mike: As per your request, we are glad to inform you about the Chilean legal institution of EGIS (Social Real Estate Management Entities), that could be useful for the development of your project in Chile.

The Supreme Decree N 174, 2005, which regulates the Housing Solidarity Fund provides that the Social Real Estate Management Entities or EGIS are legal persons, public or private, nonprofit or for-profit, that provide technical support services required for the successful development of projects Housing Solidarity Fund, referred to Resolution No. 533, 1997, of the Chilean Ministry of Housing (MINVU).

The EGIS and Providers of Technical Assistance Service (PSAT) are entities that support families throughout the application process of the different types of Housing Solidarity Fund and the Rural Housing Subsidy, respectively. This ranges from the organization of applicants and preparation of projects to the delivery of housing benefit recipients.

The EGIS and PSAT could be private or public entities (mostly municipalities), that have been authorized by the respective Regional Urban Secretary of Housing (SEREMI). The Regional Urban Secretary of Housing (SEREMI) is a decentralized organ of the Ministries of Housing, which exist in each of the regions of the country. Are headed by a Regional Ministerial Secretary, which is the virtual representative of the Minister concerned in the region. Is the executor of the policies, plans and programs of the MINVU The EGIS must advise those people interested in the Housing Solidarity Fund (FSV) I and II.

The PSAT support is for those who opt for the subsidy to individual construction in rural areas and the Program of Family Heritage. Regarding the Housing Solidarity Fund, the main role of EGIS is to develop and submit to MINVU housing projects that are:

- Technically and economically feasible. - Adjusted to current regulations. - Consistent with the aspirations of families. - Relevant for the purpose of improving the quality of life of people who are part of the project. - Embedded and integrated in neighborhoods and the environment.

For construction projects the main functions that must take EGIS or PSAT are:

-Organization of housing demand. -Design and development of architectural and engineering projects. -Design and Implementation of Enabling Social Plan. -Procurement of Works. -Registration of homes in the Conservative Real Estate and delivery to the beneficiaries.

For homeownership projects the main functions of the EGIS are:

-Advice for the acquisition of houses built. -Valuation of Housing. -Design and Implementation of Enabling Social Plan. -Registration of homes in the Conservative Real Estate and delivery to the beneficiaries.

To operate as EGIS or PSAT interested entities must be signed a Framework Agreement with the Housing SEREMI, which sets out the actions, conditions, commitments and obligations they will assume for the preparation, development and implementation of projects, and any other stipulation deems appropriate to the interests of the parties.

The framework agreement signed between the EGIS or PSAT and the Housing SEREMI provides activities and services to be provided to applicants and grant recipients, whose fees SERVIU pays. It also provides that the EGIS and PSAT cannot make charges for the advice to applicants and beneficiaries of any subsidy.

Housing and Urbanization Service (SERVIU) is the speaker between people and SEREMI, the executor of the policies, plans and programs of the MINVU and the respectives SEREMI.

However, in some cases these entities (EGIS, PSAT) can charge for additional services that should be declare to the SEREMI when they sign the agreement.

The Solidarity Fund I, includes purchase of land and construction of housing, the project must be located in an urban area, close to educational centers and primary health care. Processing the project will takes approx. 15. It is possible that in emergency reconstruction periods are shortened.

It is necessary that the EGIS organize the demand (families who need housing) and check that families have the minimum savings that meet the requirements of social tab.

The builder is paid with money that provides the SERVIU with a system that depends on the status of work advance. If the Builder were also the owner of land that has been sold to SERVIU for the development of social housing project, the SERVIU will pay the construction only when the last house be finished and ready to living.

In our opinion, it is important to know you that is not convenient to sign any agreement with EGIS, with the municipality or any governmental or private bodies in relation to this matter without a lawyer review it trusted.

Sergio Guzman Zenteno Grupo Vial Abogados