Exhibit  10.05

PEDRO RICARDO REVECO HORMAZABAL
PUBLIC NOTARY

REPERTOIRE No 3.327

Approval.

ROCKPORT -ARR2

                                 LEASE CONTRACT
                                 --------------

                            SANTANDER FACTORING S.A.
                                       TO
                           ROCKPORT HOMES CHILE LTDA.

In  Santiago,  Chile,  on March seventh of the year two thousand one, before me,
PEDRO  RICARDO  REVECO HORMAZABAL, Chilean, married, attorney and Titular Notary
Public  of the Nineteenth Notary Office of Santiago, domiciled on Bandera Street
number  three-hundred  and  forty-one,  Suite  three  hundred and forty-two, RUT
number  three  millions  six-hundred  and  thirty-four  thousand two-hundred and
forty-seven  dash  one,  appear  in  person:  Mr.  JUAN ANTONIO ARANEDA SAPIAIN,
Chilean, married, Commercial Engineer, RUT number nine millions nine-hundred and
seventy  thousand six-hundred and ninety-seven dash K, and Mr. MENDEL KANONITSCH
FRIEDMAN,  Chilean,  married,  Economist, RUT number five millions three-hundred
and ninety-four thousand three-hundred and one dash two, both in representation,
as  accredited  below, of SANTANDER FACTORING S.A., company with the denominated
line  of  business,  taxation  identification  number  (ROL) ninety-six millions
five-hundred  and  thirty-five  thousand  six-hundred and twenty dash seven, all
domiciled  in  Agustinas  Street  number  nine-hundred  and twenty, Third Floor,
Santiago,  henceforth  "the  lessor",  on the one hand; and ROCKPORT HOMES CHILE
LTDA.,  business partnership, taxation identification number (ROL) seventy-seven
millions  five-hundred  and  sixty-three  thousand three hundred and eighty dash
eight,  duly  represented,  as  accredited  below,  by  CANADIAN  ROCKPORT HOMES
INTERNATIONAL,  INC.,  corporation  organized and incorporated under the laws of
the  State  of  Delaware,  United  States, represented by Mr. WILLIAM R. MALONE,
Canadian,  entrepreneur,  single,  passport number VE two seven seven four three
eight,  all domiciled for these purposes on Miraflores Street number two-hundred
and  twenty-two,  Eleventh Floor, Santiago, henceforth "the leaseholder", all of
the  appearers  surpassing the legal age to be considered adults, accredit their
identities  with  the  identification  numbers  above  mentioned  and  declare:

FIRST:  Description of the leased real estate. SANTANDER FACTORING S.A. owns the
following  real  estate:  lot  number  four  A with rights equivalent to a fifty
percent  in  the  lot  destined  to  Emos, both from the subdivision plot of the
property  located  in Americo Vespucio Avenue number five hundred and one, being
delimited  as  follows:  Lot four A North, in line A-Q of two hundred and ninety
                         ----------------
coma  thirteen  meters  with  parcel  number one and precinct belonging to Emos;
South,  in  line  F-G  of  sixty  four  coma sixteen meters with piece of ground
-----
granted  by the Municipality (section Equipment), and on line H-J of two hundred
and  forty  coma seventy seven meters with lot four B from the subdivision plot,
East,  in  line  J-Q  of  one  hundred  and  three  coma  ninety one meters with
----
plantation  that  separates it from Colorado Avenue in project, and with area of
Colorado  Avenue  in  project  and  access and, West, in line H-G of eleven coma
                                                ----
forty  five  meters  with  piece  of ground granted by the Municipality (section
Equipment) and in line F-A of ninety two coma fifty four meters with road (today
this road belongs to Americo Vespucio Avenue).- Lots destined to Emos: North, in
                                                ---------------------


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line  of  ten  coma  fifty meters with parcel One, South, in line of nine meters
                                                   -----
with  green spaces from the plot; East, in line of twenty coma zero seven meters
                                  ----
with  Colorado Avenue in project and, West, in line of seventeen coma twenty one
                                      ----
meters  with  green  spaces.  This  real  estate  was  purchased  by the society
"Compa  a  de  Seguros  de  Vida  Santander S.A." as set forth in the legal deed
dated  April  twenty-first of the year one thousand nine-hundred and ninety-nine
conferred  in  the  Notary  of  Mr.  Eduardo  Pinto  Peralta from Santiago city,
registered  infolio  thirteen  thousand  five-hundred  and  seventy-five, number
twenty-three  thousand  nine-hundred  and  eighty-six  on  the year one thousand
nine-hundred  and  ninety-nine  in  the  Real  Estate Property Registry from the
Santiago  Real  Estate  Conservator.  The  property  or  properties  henceforth
described  will  be  referred  to  as  "the leased property" or "the leased real
estate" or the same denominations expressed in plural, taking as a fact that, in
all cases, all of the properties referred to are the ones described in the first
clause.  SECOND: Lease. Through the present instrument, SANTANDER FACTORING S.A.
leases  to  ROCKPORT  HOMES  CHILE  LTDA  the  real estate individualized in the
precedent  clause.  The leaseholder accepts to itself the leased real estate and
declares  that  it  will  destine  this  property  for  exploitation  of its own
commercial  activities.  THIRD:  Livery. The livery of the leased property comes
into effect through this act, existing complete satisfaction regarding the terms
of this contract by the leaseholder. FOURTH: lease rent. One.- The monthly lease
rent will be the sum equivalent in Chilean pesos to one thousand one-hundred and
seventy-three coma zero six-hundred and fifty-two Unidades de Fomento (UF) [1 UF
=  U$26.5]. Two. The rents stipulated will be paid on maturity dates directly in
the  offices  of  SANTANDER FACTORING S.A. in Santiago. In general, all payments
that  have  to be done by the leaseholder pursuant to this contract will have to
be executed in the aforementioned place unless SANTANDER FACTORING S.A. notifies
the  contrary to the leaseholder in due time, through certified letter addressed
to the domicile mentioned in this contract. The first rent will be paid on April
seven  of  the  year  two  thousand  one  or  the following banking day, and the
following  rents  will be paid the day seven of each month. Three.- The payments
will be executed in their equivalent amount in pesos, which is the regular legal
tender,  according  to the value in force for the UF as of the effective payment
day.  In  absence  of  a  determination of the UF value or if the current way to
determine  it  was  modified,  making its value impede to faithfully reflect the
variations  of  the  Consumer  Price Index determined by the National Statistics
Institute  or  any organism which may replace it, the rents pending for maturity
will  be  readjusted in equivalent proportions to the variations experimented by
the  aforementioned index between the month precedent to the payment date of the
last  rent readjusted according to the UF and the month precedent to the date of
effective  payment  of  each one of the rents, based on the last amount in pesos
that  was  paid  before  the  occurrence  of any of the aforesaid events. FIFTH:
Disencumbrance.  The  parties  expressly  put on record that SANTANDER FACTORING
S.A.  has acquired the property object of the present contract under the express
request  of the leaseholder and with the only and exclusive objective of leasing
it  with  a purchase option, in consequence: One.- SANTANDER FACTORING S.A. will
not  be responsible for the disturbances that the leaseholder may undergo during
the  possessory action of the leased property, be it due to actions committed by
third  parties  or  by  third  parties  that  justify  any  rights on the leased
property, no matter the origin of this right, whether prior or subsequent to the
execution  of  the  present  contract,  being  the  lessor  aware or not of this
situation,  and  no  matter  the  privation that the leaseholder may suffer as a
consequence.  Two.-  SANTANDER FACTORING S.A will not be responsible in any case
for  the  bad  condition  o  low  quality  of the leased property, no matter its
nature,  and whether or not this occurrence had existed by the time the contract
was entered into, even when the lessor was aware or must have been aware of this
situation. Three.- The lessor recognizes to be the former owner of the documents
of  the leased property, and declares that any vice derived from these documents
will  be  of  its  entire  and  exclusive  responsibility.  In  line  with  the
aforementioned,  any  amendment,  clarification  or rectification that has to be
executed,  be  it  judicial,  administrative  or  conventional,  as  well as the
applicable  inscriptions,  under-inscriptions  and  annotations  will be carried
directly  by the leaseholder, in its own charge and risk, with no right to claim
any  reimbursement  for  this  concept,  or  any reduction in the rent amount to
SANTANDER FACTORING S.A. Four.- If the property is occupied by a person when the
leaseholder  takes  over, all the judicial and extrajudicial actions to be taken
in  order  to  evacuate the place will be responsibility of the leaseholder. The
lessor  does  not assume any responsibility for this concept, therefore the cost
involved  in  the  evacuation  process  will  have to be paid exclusively by the
leaseholder.  Five.-  The  leaseholder  demits to execute any claim to SANTANDER
FACTORING S.A. for any of the above mentioned concepts whose responsibility does
not  correspond to the lessor, and also demits to ask for the termination of the
contract  or  to  be  exempted  from  the complete and timely fulfillment of its
obligations  originated  from  it, especially from the payment of the lease rent
aggregate  amount,  based on the same facts. SIXTH: Maintenance and preservation
of  the  leased  property.  One.-  The leaseholder will have to maintain, on its


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charge  and  cost,  the  leased real estate in perfect cleaning and preservation
conditions,  making all the necessary repairs, renting and not renting, whatever
the  cause may be. The leaseholder will have no right to reimbursement or to any
indemnification  for the repairs and/or maintenances executed, nor for the items
replaced  or  added  to the leased property. Two.- The betterments of any nature
introduced  by  the  leaseholder to the leased property will belong to SANTANDER
FACTORING  S.A.  since  the  time  of  the  introduction into the place, and the
leaseholder  will  have  no right to receive any reimbursement for the value; in
addition,  the  items  will  not  be  withdrawn  or taken away at the end of the
leasing  period,  unless  duly  authorized in written by the lessor and provided
that the withdrawal does not cause any detriment to the leased property. Three.-
SANTANDER  FACTORING S.A. will have no responsibility for the direct or indirect
damages, foreseen or unforeseen, that due to the use of the leased property, may
be  caused  to  the  person or the property belonging to the leaseholder, to its
employees,  its  relatives  or  third  parties;  this responsibility corresponds
wholly  and entirely to the leaseholder. Four.- The leaseholder will have to pay
the  property tax that is exercised on the real estate, and the bills originated
from  the consumption of domiciliary services, having the obligation to accredit
the  timely  accomplishment  of  these  tasks  to  SANTANDER  FACTORING  S.A. In
addition, the leaseholder will be responsible for territorial taxes which at the
date  of  this  agreement  are pending for payment, no matter their obsolescence
and/or  all taxes accrued during the validity of the present contract. Likewise,
the  leaseholder  will  be  responsible  for the expenses derived from the urban
services  and  the  bills derived from domiciliary services which at the date of
this  agreement  are pending for payment, no matter their obsolescence. SEVENTH:
Prior  lessor  consent. The leaseholder will have to obtain the previous written
consent  by  SANTANDER  FACTORING  S.A.  to execute any of the following acts in
relation  to  the  leased  property:  a)  To apply modifications, betterments or
alterations  of  any  kind. b) Change the purpose of the type of business. c) To
constitute any rights over the property in favour of third parties, to demise in
any way its use or holding, and demise the rights that this contracts stipulates
for  the  leaseholder.  EIGHT:  Control  over  the  leased  property.  One.- The
leaseholder  recognizes  that  the  control  over the leased property belongs to
SANTANDER  FACTORING S.A. and, in consequence, commits itself to execute no acts
that may alter the ownership title or that may tend to any disposition, transfer
or  encumbrance,  or that may result in any of the aforementioned acts. Two.- If
the  leaseholder  is aware of facts or acts through which the ownership title of
SANTANDER  FACTORING S.A. is subject to impugnation or unawareness, or if any of
these  facts derive in situations that threaten or interrupt the exercise of its
right,  the leaseholder must immediately notify to the lessor and execute on its
own  charge  the  proper  actions,  exceptions  or  reclamations,  before  the
corresponding  administrative,  political  or  judicial  authority,  in order to
accredit  the  ownership  of  the  lessor  over the leased property. Three.- The
leaseholder  will permit access to the lessor, its agents or employees, provided
that a previous reasonable notification has been timely sent to the leaseholder.
NINTH: Risk of destruction, loss and damage. One.- All risk of destruction, loss
or  damage  to the leased property, total or in part, no matter its cause, be it
by  superior  force or inevitable accident, be it caused by the leaseholder, its
employees  or  third  parties  or  not,  will  be  taken  over  and borne by the
leaseholder.  Two.-  Consequently,  if  the  real  estate  was  destroyed in its
integrity  due  to  a  disaster, and as a result of this fact the lease contract
came  to  an end, the leaseholder will have to continue paying to the lessor the
same  amounts  mentioned  in  the  clause  four  and  in the same aforementioned
maturity  dates  until  the  end of the period, which has been stipulated by the
lessor, without prejudice that the disaster had been covered by an insurance; if
this  is the case, the following clause (tenth) will have to be applied. Three.-
If  the  disaster  affecting  the  property caused only a partial loss, then the
lease  contract  will  continue its full effect and the leaseholder will have to
pay the agreed lease rent, with discounts of no kind, without prejudice that, if
the  disaster  was covered by an insurance, the following clause will have to be
applied.  TENTH.-  Insurance  of the leased property. One.- Without prejudice of
the  aforementioned, during all the validity of the lease contract, the property
will  be insured by SANTANDER FACTORING S.A. in each and every coverage required
by  the  lessor.  SANTANDER  FACTORING  S.A. will be the only beneficiary of the
respective  Insurance Policy, which will have to be explicitly determined in the
related document. Two.- The leaseholder will have to respect all the clauses and
conditions  of  the hired insurance policies, and must inform immediately to the
lessor if a disaster has occurred to the leased property, indicating date, place
and  circumstances,  the origin and the estimate amount of the damages. The same
information  must  be  timely submitted to the insurance company. Three.- If the
disaster  affecting  the  property  was  total,  without  prejudice  of  the
aforementioned,  the indemnification paid by the insurance company, in this case
SANTANDER FACTORING S.A., will be destined to the payment of the expired amounts
or  of  the  pending for maturity instalments as of the date of the disaster and
until  the  end  of  the  contract  period,  plus the sales prices of the leased


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property established in the twelfth clause. In case there is no indemnification,
or  if the amount is not enough to cover the total of the leaseholder's debt, it
must  pay  the  difference for cash to the lessor. Otherwise, the excess will be
the  responsibility  of the leaseholder. Four.- If the disaster was partial and,
for any cause, the insurance company did not pay the indemnification, or if this
indemnification was insufficient, the leaseholder will have to assume on its own
charge  the  value  for the repairs that have not been covered by the insurance.
Five.-  Likewise,  if  the insurance company does not pay the indemnification to
repair  the caused damage to third parties, for any cause, or if the amount paid
was  insufficient,  the  leaseholder  will  be  responsible  to pay to SANTANDER
FACTORING  S.A.,  upon  requirement,  any  sum that SANTANDER FACTORING S.A. had
previously  paid for this damage. Six.- The reinstatement of the totality of the
insurances  after  a  disaster has occurred will be the entire responsibility of
the  leaseholder.  ELEVENTH: Duration of the lease contract. This lease contract
will  have  a fixed duration time of twenty-four months, starting the seventh of
April of the year two thousand one. TWELFTH. Irreversible sale offer. One.- Once
finished  the  contract  and once all obligations agreed by the leaseholder have
been  timely  accomplished,  SANTANDER FACTORING S.A. is irreversibly obliged to
sell  the  leased property for the price of one-hundred and seventy-one thousand
two-hundred and forty-four coma zero nine-hundred and ninety Unidades de Fomento
(UF),  payable  for  cash  in national money, at the moment of entering into the
respective  contract  of sale, according to the value of the UF effective on the
cash  payment  date.  In  case  of  acceptance  of  the  offer, the sale will be
perfected  through  the granting and subscription of the respective public deed,
within the thirty days following to the maturity of the lease contract duration,
in  the  Notary  assigned  by  the  lessor.  The  offer  will  prescribe  if the
leaseholder  incurs  in  any  non-compliance of the corresponding obligations in
virtue  of the present lease contract and/or any other contract that had been or
that will be entered into with the lessor; and SANTANDER FACTORING S.A. will not
be  compelled  to  continue the offer in the event that the leaseholder owes any
amount  of money or in the case that there is any pending litigation relating to
or  due  to  the  leased  property,  unless  the  leaseholder sufficiently bonds
SANTANDER  FACTORING  S.A.  the  expenses of the trial. The expenses, rights and
taxes derived from the sale contract and the subsequent transfer of ownership to
the  leaseholder  will be of its entire and exclusive charge and cost. Two.- The
leaseholder will have to inform the chosen option to SANTANDER FACTORING S.A. by
certified  letter,  at least thirty days before the maturity date of the present
lease  contract.  In consequence, the manifest acceptance of the sale offer will
be considered executed provided that the leaseholder duly pays on time the price
of the sale and concurs to the granting of the respective instrument. Otherwise,
it  will  be  understood that the leaseholder has taken the option to return the
leased  property,  having  to  proceed  in  the way established in the following
number.  Three.-  If  the  leaseholder decides to return the leased property, it
will have to liver the real estate within the five working days following to the
maturity  date  of  the  contract,  in  perfect  conditions  (well  cleaned  and
conserved), with the normal wastage proper to its use. All expenses derived from
the restitution will be the exclusive responsibility of the leaseholder. In case
of  mora or simple delay in the restitution, the leaseholder will have to pay to
SANTANDER  FACTORING  S.A.,  like  moratory  indemnification  for  the  damages
previously  evaluated  by  the  parties,  for each delay day or fraction of day.
Four.-  Advanced exercise of the purchase option. Once all obligations agreed by
the  leaseholder have been timely accomplished by its part, the leaseholder will
have  the  opportunity to enforce in advance its purchase option, in any moment,
provided  it  pays  all  the instalments remaining to complete the agreed rents,
plus  the  value  of  the  purchase option. In this case, the unearned remaining
instalments  will  be  deducted to the rate in effect mentioned in the contract.
This offer will prescribe if the leaseholder incurs in any non-compliance of the
corresponding obligations in virtue of the present lease contract. The expenses,
rights  and  taxes derived from the sale contract and the subsequent transfer of
ownership  to  the leaseholder will be its entire and exclusive charge and cost.
THIRTEENTH: Non-compliance by the leaseholder. One.- The non-compliance with any
of  the  obligations that correspond to the leaseholder in virtue of the present
contract, especially the absence of the timely payments of two consecutive lease
rents  agreed  in  the  fourth  clause,  will enable SANTANDER FACTORING S.A. to
enforce  one  or  any  of  the following rights: a) To dismiss the contract ipso
facto,  with no need of court order or related transactions, therefore demanding
the  immediate  restitution  of the leased property, the payment of the complete
amount of the matured lease rents and, by way of penal clause due to the damages
previously  assessed  concordantly  by the parties, a fifty percent of the rents
that  were  pending  for  maturity  at  the time of the non-compliance, or b) To
demand  payment for all the matured lease rents, with no need of declarations or
related  transactions,  the  payment for all the succeeding until the end of the
lease  period;  these  rents  will  be  considered  as  accrued  for  the  whole
corresponding  period  and expired for this sole fact. In this case, and only if
all  the  rents  and  respective  moratory  interests  had  been paid and if the


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leaseholder  did  not have any pending payments to SANTADER FACTORING S.A., such
leaseholder  will  keep  its  right to enforce the purchase option agreed in the
precedent  clause,  in  the  terms,  deadlines  and  conditions detailed in this
clause.  Two.-  The  stipulated in this clause is without prejudice to the right
that  SANTADER  FACTORING  S.A.  has  to charge moratory interests, in the terms
established  in  the  fifteenth  clause.  FOURTEENTH:  Expiry of the term. One.-
without  prejudice  to  the  stipulated  in  the  precedent  clause, in case the
leaseholder  goes  bankrupt,  required  by  itself or if the leaseholder or more
creditors  made  prepositions  of  judicial  or  extra-judicial  agreements, the
leaseholder  will be able to choose the option to declare the expiry of the term
of  the  present  contract  and  require, in consequence, the restitution of the
leased  property, in the same terms mentioned in letter b) of such clause. Two.-
SANTADER  FACTORING  S.A.  will be able to enforce one of the mentioned options,
with  no  need of declarations or related transactions, provided that it sends a
notification  through  certified  letter  announcing  its  decision.  FIFTEENTH:
Moratory  interests.  One.- Any payment executed by the leaseholder prior to the
agreed  date  in the present contract will give right to SANTADER FACTORING S.A.
to  charge  to the leaseholder the maximum interest permitted by Law in relation
to  readjustable operations, over the total amount of the outstanding obligation
and  until  the date of its effective payment, without prejudice to the becoming
readjustment,  in  case this has not been agreed in relation to the payment, and
will  be determined by applying the variance of the UF between the date in which
the  payment must have been executed and the date of the effective payment, o in
its  replacement,  the Consumer Price Index, in the same way as indicated in the
clause  four.  Two.- The same conditions will be applied to the reimbursement of
any  expenses performed by SANTADER FACTORING S.A. on behalf of the leaseholder.
SIXTEENTH:  Compensation.  Any sum owed by the leaseholder to the lessor for any
concept  can  be  directly  deducted  by  the  lessor from the sums that must be
returned,  with  no need of any declaration, clearing this way the credits up to
the  minor  sum, without prejudice to the right that SANTADER FACTORING S.A. has
to  charge  any  difference that may arise from it. SEVENTEENTH: Expropriations.
SANTADER  FACTORING S.A. will not be responsible for the expropriations to which
the  property  of  this lease contract with purchase option is or may be subject
to, the assumed risk derived from this will be responsibility of the leaseholder
ROCKPORT  HOMES  CHILE  LTDA.,  declaring from now that they waive to any civil,
administrative  or  any  other  action  that may arise from this concept against
SANTADER  FACTORING S.A. EIGHTEENTH: Contract assignment. One.- The lessor keeps
for itself the faculty to transfer the right to charge the lease rents agreed in
the  clause  four to third parties, be it in ownership or under guarantee, be it
to assign a representative for its collection. Two.- The parties expressly agree
that,  in  virtue  of  the  right  granted  in  the  present clause, if SANTADER
FACTORING  S.A.  pledged  in  favour  of  a  third party the credits that it has
against  the  leaseholder  in  virtue  of  this contract, a notification through
certified  letter  will  be  enough  to  the  leaseholder.  NINETEENTH: RIGHT TO
INFORMATION.  SANTADER FACTORING S.A. will be able to demand to the leaseholder,
when  needed, a detailed and updated report about its financial statements. With
this  object,  the leaseholder will enable SANTADER FACTORING S.A. to require to
Banks and Financial Institutions the information on the condition statements and
other  financial  or  personal  information  of  the  leaseholder,  relative  to
operations  executed  or  being  executed  by  it  with such Banks and Financial
Institutions.  In  any  event, the leaseholder will have to submit its financial
statements  every  six  months since the beginning of the leasing period. As for
SANTADER FACTORING S.A., it will keep strict reserve on the information given by
the leaseholder, which will not be revealed to third parties without its express
authorization.  TWENTIETH:  INDIVISIBILITY OF THE LEASEHOLDER'S OBLIGATIONS. The
parties  expressly agree that each and every one of the obligations derived from
this  contract  will  have the character of indivisible for the leaseholder, its
inheritors  and/or  successors;  this  will apply to all legal effects that take
action,  especially  those  beheld in the articles one thousand five-hundred and
twenty-eight  of  the  Civil  Code. TWENTY FIRST: Arbitration. a) Each and every
doubt  or  difficulty  arisen  between the parties on the grounds of the present
contract,  its interpretation, accomplishment, validity, execution, termination,
resolution,  invalidity,  and  the  collection  of  every fine, indemnification,
reimbursements,  or  lease  rents  derived  from  this  contract,  and any other
expenses,  no matter what, will be resolved each time according to the procedure
agreed  hereinafter,  by  means of an arbitrator against whose resolutions there
will  be  no resource whatsoever, the parties in consequence waiving to them. b)
The parties designate Mr. Rafael Gomez Balmaceda as arbitrator and if he did not
want  to  or  was  not  able  to  accept  or  execute the designation even for a
supervening  cause,  they  designate  Mr. Miguel Leighton Puga. c) In absence of
arbitrators,  the  designation  will correspond to the provincial courts, having
the  obligation  to  assign a lawyer performing as titular professor of civil or
commercial  law in one of the law schools with main seat in Santiago, be it from


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Universidad  de  Chile or Universidad Catolica de Chile or that is or has been a
lawyer  member of the Supreme Court for at least two consecutive periods. d) The
notification,  acceptance  or  rejection  for  the  exercise  of  the arbitrator
designation  will  be  executed and certified by means of a Notary Public of the
city  and commune of Santiago, who will testify in act subscribed by him. e) The
parties  agree  that the arbitration previously concurred will be subject to the
procedural  norms  that  regulate  the  article  six-hundred  and  seven and the
subsequent  articles of the Code of Civil Procedure. f) Without prejudice of the
aforesaid,  the  actions  to  be  taken by Banco Santander - Chile regarding the
abovementioned  matters,  can  be deduced before the Provincial Courts or before
the  arbitrator,  upon  unilateral  option  by  Banco  Santander - Chile. TWENTY
SECOND:  Domicile.  For  all  intents  and purposes of the present contract, the
parties  set  domicile in the city and commune of Santiago, being subject to the
competence  of  its Tribunals. TWENTY THIRD: Expenses and taxes. The leaseholder
will  have the responsibility to pay all expenses, rights and taxes derived from
this present contract, whether derived before, during or at the end of the lease
contract. THE LEGAL CAPACITY of the representatives from SANTADER FACTORING S.A.
is  comprised  in  the  public deed dated nineteenth of December of the year two
thousand, in the Notary of Mrs. Nancy De La Fuente of Santiago, tenth of January
of  the  year two thousand one, Eduardo Pinto Peralta of Santiago, and twentieth
of  May  of  the  year one thousand nine-hundred and ninety-nine, Notary Eduardo
Pinto  Peralta  of  Santiago.  The  legal  capacity  of Mr. William R. Malone to
represent  the  company  ROCKPORT  HOMES CHILE LTDA., is comprised in the public
deed dated two of February of the year two thousand one granted in the Notary of
Mrs.  Nancy  De la Fuente Hernandez, of Santiago. The aforementioned legal deeds
are  not  included in this contract because they are known to the parties and to
the  Notary in charge of the authorization. Written declaration redacted by Mrs.
Andrea  Lira  Droguett.-  In  evidence  and  previously  read this document, the
appearers  validate  and  sign  before  the Notary that duly authorizes. Copy is
delivered.  Registered in the repertoire number three thousand three-hundred and
twenty-seven.  I  certify.


                                  (signatures)
               Both in representation of SANTANDER FACTORING S.A.

                                  (signature)
                                WILLIAM R. MALONE
        In representation of CANADIAN ROCKPORT HOME INTERNATIONAL, INC.
        And this company in representation of ROCKPORT HOMES CHILE LTDA.



The  above  document  is  a  fair  and accurate English translation of the Lease
Agreement  between  Santander  Factoring  S.A.  and  Canadian  Rockport  Homes
International,  Inc.

        /s/  William Malone
-------------------------------------------------------------
By:     William Malone
Title:  Chairman, Canadian Rockport Homes International, Inc.


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