Exhibit
4.2

      


       

      PROTOCOL
AND JUSTIFICATION OF MERGER OF FIT

      RESIDENCIAL
EMPREENDIMENTOS IMOBILIÁRIOS

      LTDA.
INTO CONSTRUTORA TENDA S.A.

      (FREE
TRANSLATION)

       

      Through
this private instrument:

       

      The
managers of CONSTRUTORA TENDA
S.A., a company with head offices in the city of São Paulo, State of São
Paulo, at Rua Gomes de Carvalho, 1,507, Block B, 5th floor (part), Vila Olímpia,
enrolled with the CNPJ/MF under No. 71.476.527/0001–35 (“TENDA”);
and

       

      The
partners and managers of FIT
RESIDENCIAL EMPREENDIMENTOS IMOBILIÁRIOS LTDA., a company with head
offices in the city of São Paulo, State of São Paulo, at Rua Dr. Eduardo de
Souza Aranha, 153, 1st floor, Itaim Bibi, enrolled with the CNPJ/MF under No.
07.016.741/0001-00 (“FIT”),

       

      WHEREAS:

       

      
        	
                 
      

              	
                (i)

              	
                the
      purpose of TENDA is (i) the execution of home-building works, (ii) the
      promotion, holding of interest, management, or construction of real estate
      projects of any nature, including the development and subdivision of
      either its own properties or properties owned by third parties (iii) the
      purchase and sale of its own properties or properties owned by third
      parties, already built or to be built, residential or commercial
      properties, lands and notional fractions linked or not to future units,
      (iv) the rendering of home-building management services, (v) the lease of
      properties and (vii) the holding of interest in other companies, in both
      Brazil and abroad;

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                FIT
      is a controlled company of GAFISA S.A., a company
      with head offices in the city of São Paulo, State of São Paulo, at Avenida
      das Nações Unidas, 8501, 19th floor, enrolled with the CNPJ/MF under No.
      01.545.826,0001-07 (“GAFISA”) with
      the purpose to (i) promote and manage its own or third parties’ real
      estate developments of any kind; (ii) purchase, sell and negotiate real
      estate in general; (iii) perform civil construction and provide civil
      engineering services; and (iv) develop and implement marketing strategies
      related to its own or third parties’ real estate developments;
      and

              


      

       

      
        	
                 
      

              	
                (iii)

              	
                TENDA
      and GAFISA intend to enter into an association in order to jointly perform
      activities related to the low income real state sector in
      Brazil;

              


      

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      They
hereby propose the merger of FIT into TENDA (“Merger”), thus
signing this Protocol and Justification of Merger (“Protocol And
Justification”), as set forth in Articles 224 and 225 of Law No.
6,404/76, whose terms will be submitted to resolution of shareholders and
partners of both companies, in due form of law.

       

      1. Reasons for the
Transaction

       

      1.1. As
mentioned, the Merger encompasses a project associating both GAFISA and TENDA
for the joint development of real estate enterprises for the low income sector
in Brazil, whose implementation will take place in compliance with the
provisions set forth in this Protocol and Justification and in the Agreement on
Non-Competition, Exclusivity, Non-Solicitation, Lock up of Shares and Others,
also signed on this date. The “low income sector” shall mean the one consisting
of enterprises established for construction, real state syndication and/or sale
of real estate units with an average value of less than R$150,000.00 for units
built and sold.

       

      1.2. After the
Merger, TENDA will remain a publicly-held company listed with the Novo Mercado segment of the
São Paulo Stock Exchange (BVSP), working towards the purposes described in the
Recitals (i), being from then on endowed with the financial, human and technical
resources of FIT and GAFISA.

       

      1.3. The
managements of both TENDA and FIT believe that the Merger may bring benefits for
TENDA and the partners of FIT and GAFISA, insofar as it may generate significant
business synergies and result in combined savings on technical costs, supplies
and other overhead, although TENDA remains a corporate legal entity separated
from Gafisa, as is intended.

       

      2. Other Conditions to which
the Merger is subject (Article 224, VII of Law No. 6,404/76)

       

      2.1. Confirmation
of the preliminary information and data on both TENDA and FIT, through the
accounting and financial due diligence procedures to be conducted by the
managers of both TENDA and FIT as applicable, during the 30 days subsequent to
the date of signature of the Protocol and Justification (“Due
Diligence”).

       

      2.2. On the
Merger date, FIT shall: (i) have a Capital Stock of at least R$420 million,
fully subscribed and paid in; and (ii) a Net Cash of at least R$300
million.

       

      2.2.1. For the
purposes of this Protocol and Justification, Net Cash shall mean
the sum of the cash equivalents and short term financial investments, less short
and long term loans and financing.

       

      2.3. At the
discretion of its partners and prior to any capital increase that might be
necessary to comply with the conditions mentioned in item 2.2, FIT may be
transformed into a joint-stock company, in which case all references to quotas
or 

       

       

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

       

       

      partners
of FIT in this Protocol and Justification shall be read as references to the
shares or shareholders of FIT.

       

      2.4. The
Merger has already been approved by the boards of both GAFISA and TENDA and will
be submitted to the shareholders and partners of TENDA and FIT,
respectively.

       

      2.5. The
transaction encompassed by this Protocol and Justification will be notified to
the regulatory and anti-trust authorities in Brazil and abroad within the legal
terms.

       

      3. Basis of the
Merger

       

      3.1. The
Merger will be undertaken in a manner whereby TENDA receives – at the respective
book values thereof, as set forth in the Sole Paragraph of Article 9 of
Instruction No. 469/08 issued by the Brazilian Securities Commission (CVM)
related to the application of Paragraph 3 of Article 226 of Law No. 6,404/76 –
all the assets, rights and obligations of FIT, including its real estate, whose
descriptions and identifications will be listed in an Exhibit appended to the
Minutes of the Extraordinary General Meeting of TENDA that resolves on the
Merger.

       

      3.2. As a
result of the Merger, TENDA shall increase its net equity corresponding to the
total value of the net equity of FIT to be absorbed.

       

      4. Exchange ratio, number and
type of shares to be attributed to FIT’s shareholders and rights of
shares

       

      4.1. It is
estimated that 240,391,470 registered common shares issued by TENDA shall be
attributed to FIT partners, proportionally to their respective stakes in the
capital of FIT. The exchange ratio between FIT quotas and shares issued by TENDA
has been established on an equitative basis, based on the economic and financial
appraisals of both TENDA and FIT, following the same criteria and on the same
date.

       

      4.2. The
number of TENDA shares to be attributed to FIT partners, as established in
Clause 4.1, does not consider the effects of the Due Diligence. Therefore, once
the Due Diligence has been completed, this figure may be recalculated on the
basis of the formula presented below, in compliance with the procedures
established in Clause 4.3:

       

      

      


      
        	
                ·  

              	
                Delta:
      number of shares to be added or deducted from the number of shares to be
      received from Gafisa, mentioned in Clause
4.1

              


      

       

       

      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

       

       

      
        	
                ·  

              	
                Part′: stakes
      held by FIT partners in TENDA after the Merger, considering the
      adjustments arising from the Due Diligence, to be calculated as
      follows:

              


      

       

      

      


      
        	
                ·  

              	
                VAFIT:
      adjusted value of FIT stake calculated
as:

              


      

       

      

       

      
        	
                ·  

              	
                AdFIT:
      adjustments to the value of net equity of FIT on the Reference Date found
      in the Due Diligence, in millions of Brazilian
  Reais.

              


      

       

      
        	
                ·  

              	
                AdTENDA:
      adjustments to the value of the asset base of TENDA found in the Due
      Diligence, where the asset base of TENDA is defined as the sum of: (i) the
      net equity on the Reference Date with (ii) the difference in the sales
      revenues to allocate and the cost of units sold to allocate complying with
      the definition established in Resolution No. 963 issued by the Federal
      Accounting Council (CFC), in millions of Brazilian Reais (with this sum
      being defined as the “Asset Base”).
      Adjustments in the receivable accounts lines will be calculated only if
      exceeds R$ 20,000,000.00.

              


      

       

      
        	
                ·  

              	
                VATENDA:
      adjusted value of TENDA stake, calculated
as:

              


      

       

      

       

      


      4.3. The
AdFIT
and the AdTENDA will
be calculated within a 5 (five)-day period after the expiration date of a 30
(thirty)-day period stipulated in Item 2.1, by auditors appointed by the
managers of both TENDA and FIT respectively (“Auditors”). In case
the managers of either TENDA or FIT disagree on the values presented by the
Auditors for the AdFIT and the
AdTENDA, such
managers shall, within no more than five days after becoming aware of the
above-mentioned values, notify the managers of the other company of such
disagreement (“Notification of
Disagreement”). If the managers of FIT and TENDA fail to reach an
agreement on the AdFIT or the
AdTENDA, as
applicable, during a 10(ten)-day period subsequent to the receipt of the
Notification of Disagreement, the Auditors will appoint a third party auditor
among Deloitte Touche Tohmatsu, Ernst & Young and KPMG (“Third Party
Auditor”), which will establish the adjustment under discussion. The
value presented by the Third Party Auditor will be definitive and binding the
managers of TENDA and FIT. If the Auditors not reach consensus on the Third
Party Auditor, it will be appointed through a random draw from among those
mentioned above.

       

       

      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

       

       

      4.4. In case
the AdFIT reduces
the net equity of FIT on the Reference Date by an amount exceeding
R$84,000,000,00, the managers of TENDA may opt, at its own discretion, not to
submit the Merger to TENDA shareholders.

       

      4.5. In case
AdTENDA
reduces the Asset Base by an amount exceeding 20% on the Reference Date, the
managers of FIT may opt, at its sole discretion, not to submit the Merger to FIT
partners.

       

      4.6. Having
exercised any of the options mentioned in Items 4.4 and/or 4.5, the Merger will
not take place, with this Protocol and Justification being terminated with no
indemnification.

       

      4.7. The TENDA
shares to be attributed to GAFISA in order to substitute the current FIT quotas
which will be extinguished, will have the same rights as the outstanding shares
issued by TENDA, sharing in the profits of the current fiscal year and declared
as from now on. The statutory advantages and rights of the outstanding common
shares issued by TENDA will remain unaltered.

       

      5. Appraisal criteria for FIT
assets and treatment of equity variations

       

      5.1. The net
equity of FIT will be merged into at book value, based on the elements presented
in the balance sheet specially drawn up for this purposes dated June 30, 2008
(“Reference
Date”) and duly audited for the purposes of the provision set forth in
Article 12 of Instruction No. 319/99 issued by the Brazilian Securities
Commission (CVM), adjusted in order to reflect the provision set forth in Item
2.2 of this Protocol and Justification, and any other relevant and subsequent
event thereto.

       

      5.2. Without
adversely affecting the provisions set forth in Item 4.2, the Merger will be
undertaken at the value of the net equity of FIT supported by an appraisal
report to be drawn up by a specialized company that will be contracted by TENDA,
with regard to which there may be no conflict or community of interests, whether
current or potential, with the controllers of TENDA or FIT, or the respective
minority shareholders thereof, or regarding the Merger itself (“Appraisal Report”).
The Appraisal Report will be submitted to TENDA shareholders’
approval.

       

      5.3. The
equity variations verified as from the Reference Date through the date of which
the Merger is completed will be appropriated by TENDA.

       

      6. Increase and composition of
the capital stock of TENDA after the Merger

       

      6.1. The book
value of the net equity of FIT on the Reference Date is R$
61,899,377.78.

       

      6.2. Based on
the assumption that the minimum capital stock and minimum net cash set forth in
Item 2.2 will be reached, it is estimated that the book value of the


       

       

      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      

       

       

      net
equity of FIT to be merged into TENDA will be R$ 405,142,020.00, being this
value subject to confirmation by the Appraisal Report.

       

      6.3. The
Merger of the net equity of FIT will result in an increase of the net equity of
TENDA by the same amount as mentioned in Item 6.1 above and by the resulting
increase of the capital stock thereof, with the effective value of the capital
stock increase of TENDA taking into account an amount to be set aside in the
capital reserve, still to be defined. The above-mentioned capital stock will be
divided into 400,652,450 shares, with these figures being subject to the
adjustments arising from the facts mentioned in Item 4.2 above.

       

      6.4. All FIT
quotas will be canceled by the Merger, being substituted by new shares issued by
TENDA to be issued as set forth in this Protocol and Justification.

       

      7. Amendment to TENDA’
By-Laws

       

      7.1. With the
approval of the Merger as set forth in this Protocol and Justification, the
capital stock of TENDA will be divided into 400,652,450 registered common shares
with no face value, with the lead paragraph of Article 5 of TENDA’s By-Laws
being adjusted to reflect this amendment, respecting possible future adjustments
that may be undertaken through the confirmation mentioned in Item 6.1 and the
events mentioned in Item 4.2.

       

      7.2. At the
General Meeting that will be convened to resolve on the Merger, an increase in
TENDA’s authorized capital will be proposed of up to 600,000,000 shares,
amending article 8 in order to reflect such capital increase.

       

      7.3. Until the
date of the General Meeting that will resolve on the Merger, there will be no
changes on the number of shares into which the capital stock of TENDA is divided
and neither on TENDA’s capital stock itself, on which the basis of the Merger
were established.

       

      8. Appointing of the
Specialized Companies

       

      8.1. As
mentioned in Item 5.2, TENDA will contract a specialized company to undertake
the appraisal of the net equity of FIT to be transferred to TENDA through the
Merger. However, contracting this firm will depend on the ratification by the
TENDA’s General Shareholders’ Meeting, which will examine this Protocol and
Justification in compliance with the provisions set forth in Paragraph 1 of
Article 227 of Law No. 6,404/76.

       

      9. Wind-up of
FIT

       

      9.1. The
Merger described in this Protocol and Justification will result in the
winding-up of FIT, which will be succeeded by TENDA in all of its goods, rights
and obligations.

       

       

      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

      

       

       

      10. Notices and
Notifications

       

      10.1. All
notices, notifications or other communication related to this Protocol and
Justification will be made in writing and will be deemed to have been duly
presented: (a) when received or delivered personally; (b) when forwarded by
facsímile or electronic mail; and (c) when forwarded by an express delivery
service or registered or certified correspondence with request for receipt of
confirmation of delivery, having paid the postage to the recipient at the
following addresses (or at any other address that may be specified in such
notification):

       

      
        	
                 
      

              	
                (i)

              	
                if
      to managers of TENDA:

              


      

      
        	
                 
      

              	
                Att.:
      Mr. André Vieira

              


      

      
        	
                 
      

              	
                Rua
      Gomes de Carvalho, 1507, Bloco B, 5o
andar

              


      

      
        	
                 
      

              	
                Vila
      Olímpia, 04547-005

              


      

      
        	
                 
      

              	
                São
      Paulo - SP Fax: (11) 3040-6018

              


      

      
        	
                 
      

              	
                E-mail:
      andre@tenda.com

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                if
      to partners and managers of FIT:

              


      

      
        	
                 
      

              	
                Att.:
      Wilson Amaral de Oliveira

              


      

      
        	
                 
      

              	
                Avenida
      das Nações Unidas, 8501, 19o andar

              


      

      
        	
                 
      

              	
                Pinheiros,
      05425-070

              


      

      
        	
                 
      

              	
                São
      Paulo - SP

              


      

      
        	
                 
      

              	
                Fax:
      (55 11) 3025-9217

              


      

      
        	
                 
      

              	
                E-mail:
      wamaral@gafisa.com.br

              


      

       

      10.1.1. The party
whose address, fax number of electronic mail address mentioned above is altered,
will promptly notify the other parties of such new address, fax number or
electronic mail address. Until such notification is made, the notifications,
communications and writs forwarded to the address, fax number or electronic mail
address mentioned above will be considered as valid and
efficacious.

       

      10.1.2. Any
notices or notification forwarded to one of the parties shall be transmitted to
the others by copy.

       

      11. Final
Provisions

       

      11.1. The
amounts mentioned in this Protocol and Justification were indicated, in
compliance with the provisions set forth in the Sole Paragraph of Article 224 of
Law No. 6,404/76, by means of estimates based on preliminary surveys conducted
by the managers of both TENDA and FIT, based on the balance sheets drawn up on
June 30, 2008, and on the information and data provided by the
Parties.

       

      11.2. This
Protocol and Justification and the financial statements that will serve as the
basis for calculating the net equity of FIT, as well as the other documents
mentioned in Article 3 of Instruction No. 319/99 issued by the Brazilian
Securities Commission (CVM), will be available at the head offices of both TENDA
and GAFISA as soon as they are completed, but always prior to the 

       

       

      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      

       

       

      publication
of the material fact mentioned in Instruction No. 319/99 issued by the Brazilian
Securities Commission (CVM) or of the call notices convening the General
Meetings required to complete the Merger.

       

      11.3. FIT
partners waived the exercise of the right to withdraw.

       

      11.4. There are
no stakes held by TENDA in GAFISA or vice-versa, with both companies being under
separate control, whereby the rules set forth in Article 264 of Law No. 6,404/76
are not applicable.

       

      11.5. Until the
approval of the transaction by the corporate bodies and without adversely
affecting the Due Diligence to be carried out, GAFISA will not intervene in the
either management or control of TENDA, and will not appoint the managers or
officers thereof, nor will it participate in the management of its personnel,
the purchase or sale of assets, investment projects, sales policy, budgets or
business plans, budget implementation, compliance with legal or contractual
obligations, alterations of its work force or in any other act that might imply
any alteration to the production capacity or efficiency of TENDA or in any act
that might imply the irreversibility of the transaction if not approved by the
competent corporate bodies. The provisions set forth in this Item are applicable
mutatis mutandis to TENDA with regard to FIT.

       

      11.6. Corporate Acts. The
following acts shall be undertaken: (a) Meeting of FIT Partners to approve the
capital increase in order to comply with provisions set forth in Item 2.2, for
the approval of this Protocol and Justification and also of the subscription by
FIT managers to the new shares to be issued by TENDA; and (b) an Extraordinary
General Meeting of TENDA to approve this Protocol and Justification, to
authorize the capital increase to be subscribed and conducted by the FIT
managers to the benefit of its partners, by means of transferring the net equity
of FIT, as well as to ratify the appointment of the specialized company that
will appraise FIT’s net equity, to approve of Appraisal Report as well as the
completion of the Merger.

       

      BEING IN
FULL AND FAIR AGREEMENT, THE PARTIES EXECUTED THIS INSTRUMENT IN 6 (SIX)
COUNTERPARTS OF IDENTICAL FORM AND CONTENT, TOGETHER WITH THE UNDERSIGNED
WITNESSES.

       

       

      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

      

       

      


      São
Paulo, September 1, 2008

       

       

      
        	/s/
      JOSÉ OLAVO MOURÃO ALVES PINTO
	
                
                  JOSÉ
      OLAVO MOURÃO ALVES PINTO

                   

                  /s/ HENRIQUE DE FREITAS ALVES PINTO

                

              
	
                
                  HENRIQUE
      DE FREITAS ALVES PINTO

                   

                  /s/ MAURICIO LUIS LUCHETTI

                

              
	
                
                  MAURICIO
      LUIS LUCHETTI

                   

                  /s/ RONALDO FERREIRA D’ALMEIDA

                

              
	
                
                  RONALDO
      FERREIRA D’ALMEIDA

                   
/s/ MARCEL FLEISCHMANN

              
	
                
                  MARCEL
      FLEISCHMANN

                   
/s/ RICARDO DEL GUERRA PERPETUO

              
	
                
                  RICARDO
      DEL GUERRA PERPETUO

                   
/s/ ANDRÉ ARAGÃO MARTINS VIEIRA

              
	
                
                  ANDRÉ
      ARAGÃO MARTINS VIEIRA

                   
/s/ SÉRGIO NASCIMENTO GAEDE

              
	
                
                  SÉRGIO
      NASCIMENTO GAEDE

                   
/s/ VINICIUS COSTA DE ALVARENGA

              
	
                
                  VINICIUS
      COSTA DE ALVARENGA

                   
/s/ ALCEU DUILIO CALCIOLARI

              
	
                
                  ALCEU
      DUILIO CALCIOLARI

                   

                  /s/ WILSON AMARAL DE OLIVEIRA

                

              
	
                
                  WILSON
      AMARAL DE OLIVEIRA

                   

                  /s/ NEWMAN CARDOSO DO AMARAL BRITO

                

              
	
                
                  NEWMAN
      CARDOSO DO AMARAL BRITO

                   

                

              


      

       

       

      
        
          
          

        

        
          9

          
            

          

        

        
          
          

        

      

       

      
 

      (Continuation
of the signature page of the

      Protocol
and Justification of the Merger of FIT by TENDA)

       

      


      
        	/s/
       DANIELA FERRARI TOSCANO DE
    BRITTO
	
                
                  DANIELA
      FERRARI TOSCANO DE BRITTO

                   

                  /s/ GAFISA S.A.

                

              
	
                
                  GAFISA
      S.A.

                   

                

              


      

       

       

      
        
          	
                  Witnesses:

                	 
      	 
      
	 	 	 
	
                  1.

                	
                  /s/
      Eduardo de Abrev Bordes  

                	 
      	
                  2.

                	
                  /s/
      Andre Faria de Azevedo 

                
	
                  Name:

                	
                  Eduardo
      de Abrev Bordes

                	 
      	
                  Name:

                	
                  Andre
      Faria de Azevedo

                
	
                  RG
      No:

                	
                   04.921.540-3
      IFP/RJ

                	 
      	
                  RG
      No:

                	
                  20.945.941-1

                
	
                  CPF/MF:

                	
                  778.064177-53

                	 
      	
                  CPF/MF:

                	
                  111.809157-47

                


        

      

       

       

      
        
          
          

        

        
          10

          
            

          

        

        
          
          

        

      

      
 

      


      FIRST AMENDMENT
TO THE PROTOCOL AND JUSTIFICATION

      OF
MERGER OF FIT RESIDENCIAL EMPREENDIMENTOS

      IMOBILIÁRIOS
LTDA. INTO CONSTRUTORA TENDA S.A.

       

      Through
this private instrument:

       

      The
administrators of CONSTRUTORA
TENDA S.A., a company with head offices in the city of São Paulo, State
of São Paulo, at Rua Gomes de Carvalho, 1,507, Block B, 5th floor
(part), Vila Olímpia, enrolled with the CNPJ/MF under No. 71.476.527/0001-35
(“TENDA”);
and

       

      The
partners and managers of FIT
RESIDENCIAL EMPREENDIMENTOS IMOBILIÁRIOS LTDA., a company with head
offices in the city of São Paulo, State of São Paulo, at Rua Dr. Eduardo de
Souza Aranha, 153, 1st floor, Itaim Bibi, enrolled with the CNPJ/MF under No.
07.016.741/0001-00 (“FIT”),

       

      WHEREAS:

       

      
        	
                 
      

              	
                (i)

              	
                On
      September 1st 2008, the signatories hereof proposed the merger of FIT into
      TENDA (“Merger”),
      having executed, for that purpose, the Protocol and Justification of
      Merger (“Protocol and
      Justification”), as set forth in Articles 224 and 225 of Law No.
      6.404/76, which terms would be submitted to the shareholders and partners
      of both companies, pursuant to law;

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                Item
      2 of the Protocol and Justification sets forth certain terms and
      conditions to which the Merger was subject, some of those terms and
      conditions having already been
fulfilled;

              


      

       

      
        	
                 
      

              	
                (iii)

              	
                As
      a result of the world’s current economical condition, the credit offer has
      quickly deteriorated.

              


      

       

      The
signatories of the Protocol and Justification decide to amend its terms with a
view to reflect the provisions of Whereas (ii), the Protocol and Justification
being submitted to the shareholders and partners of TENDA and FIT, respectively,
together with this Amendment, for all legal purposes:

       

      1. Item 2 of the Protocol and
Justification – “Other Conditions to which the Merger is subject (Art. 224, VII
of Law No. 6.404/76)”.

       

      1.1. The
parties wish to register that the Due Diligence was completed on September 30,
2008, and that the resolutory conditions set forth in items 4.4 and 4.5 of the
Protocol and Justification have been superseeded. The parties have agreed,
moreover, that the net equity of FIT or TENDA will not be adjusted for the
purposes of the provisions of items 4.2. and 4.3. of the Protocol and


       

       

      
        
          
          

        

        
          11

          
            

          

        

        
          
          

        

      

       

       

      Justification,
due to the absence of material issues. After the merger, TENDA shall promote the
harmonization of the relevant accounting practices, including for purposes of
Law No. 11,638/07.

       

      1.2. The
parties have decided to ratify the share exchange ratio proposal set forth in
the Protocol and Justification (item 4.1.), in the light of the negotiations
entailed by them, having agreed that:

       

      
        	
                (a)

              	
                until
      the date of Merger: (i) there will be no change in the number of shares of
      the capital stock of TENDA, (ii) no capital reduction, capital increase,
      redemption, repurchase of shares or any distribution of results of TENDA
      shall be approved, (iii) as from the Reference Date, FIT’s capital stock
      shall be increased from R$76,757,356.84 to R$437,269,641.99, through the
      capitalization of advances for future capital increase (adiantamentos para futuros
      aumentos de capital) made since the Reference Date, in cash, in the
      aggregate amount of R$67,710,856.73, and the subscription for and payment
      of new quotas, on demand, in cash, in one or more transactions, in the
      aggregate amount of R$292,801,428.42;
and

              


      

       

      
        	
                (b)

              	
                between
      the Reference Date and the date of completion of the merger, FIT and TENDA
      shall conduct their businesses in the same way as they have been conducted
      and consistent with past practices.

              


      

       

      1.3. FIT’s net
equity, on the date of completion of the merger, originally estimated in
R$405,142,020.00, shall reflect the equity variations of FIT ascertained from
the Reference Date (June 30, 2008), in the regular course of its businesses, and
shall not be lower than R$410,356,565.15, ascertained in accordance with the
accounting principles currently used by FIT.

       

      1.4. The
parties have agreed that (i) the amount of R$300 million of Net Cash, on the
date of approval of the Merger, shall be reduced by the funds invested by FIT,
in cash, in the regular course of business and consistent with FIT’s past
practices, including for purposes of payment of real estate, limited to
R$20,000,000.00 per month or
pro rata tempore, non-cumulative, between the Reference Date (June 30,
2008) and the date of completion of the Merger, such funds resulting from
advances for future capital increase or capital increases made in the same
period; and (ii) the obligations related to the acquisition on account (a prazo) of real estate owned
by third parties shall be disregarded for the purposes of calculation of Net
Cash. As a result, items 2.2 and 2.2.1 of the Protocol and Justification shall
be adjusted and shall, therefore, rule with the new following
wordings:

       

      “2.2
On the Merger date, FIT shall: (i) have a capital stock of at least R$420
million, fully subscribed and paid in; and (ii) a Net Cash of at least R$300
million, less the funds invested by FIT, in cash, in the regular course of
business and consistent with FIT’s past practices, including for purposes of
payment of real estate, limited to R$20,000,000.00 per month or pro rata
tempore, non-cumulative, between the Reference Date (June 

       

       

      
        
          
          

        

        
          12

          
            

          

        

        
          
          

        

      

       

       

      30,
2008) and the date of completion of the Merger, such funds resulting from
advances for future capital increase or capital increases made in the same
period.

       

      2.2.1.
For the purposes of this Protocol and Justification, “Net Cash” shall mean the
sum of the cash equivalents and financial investments, less short and long term
banking loans and financing, it being understood that any the obligations
related to the acquisition on account (a prazo) of real estate owned by third
parties shall be disregarded for purposes of calculation of Net
Cash.”

       

      2. Miscellaneous.

       

      2.1. Capitalized
terms and expressions used herein shall have the same meaning attributed to them
in the Protocol and Justification, except if otherwise expressed
herein.

       

      2.2. The
Merger of FIT into TENDA shall be submitted to FIT’s partners and TENDA’s
shareholders on October 21, 2008, at first call; FIT shall provide TENDA, prior
to the general meeting which shall approve the Merger, with proof of fulfillment
of obligations undertaken in item 2.2. of the Protocol and Justification and
with guarantee of compliance with the provisions of items 1.2. and 1.3. herein,
through a statement signed by its partners and managers. The fulfillment of the
conditions set forth in this item shall be confirmed through a special
accounting audit, and disclosed to the securities market within 60 (sixty) from
the date of completion of the Merger, at the latest.

       

      2.3. This
Amendment does not constitute novation, and shall be considered as an integral
and inseparable part of the Protocol and Justification. All terms and conditions
that have not been expressly amended hereby shall remain unchanged and are
hereby ratified.

       

      BEING IN
FULL AND FAIR AGREEMENT, THE PARTIES EXECUTED THIS INSTRUMENT IN 6 (SIX)
COUNTERPARTS OF IDENTICAL FORM AND CONTENT, TOGETHER WITH THE UNDERSIGNED
WITNESSES.

       

      São
Paulo, October 3, 2008

       

      
        	
                /s/
       JOSÉ OLAVO MOURÃO ALVES
      PINTO

              
	
                
                  JOSÉ
      OLAVO MOURÃO ALVES PINTO

                   

                  
                    /s/
      HENRIQUE DE FREITAS ALVES
      PINTO

                  

                

              
	
                
                  HENRIQUE
      DE FREITAS ALVES PINTO

                   

                  /s/
      MAURICIO LUIS
      LUCHETTI

                

              
	
                
                  MAURICIO
      LUIS LUCHETTI

                   

                

              


      

       

       

      
        
          
          

        

        
          13

          
            

          

        

        
          
          

        

      

       

       

      
        	 
      

                
                  /s/
      RONALDO FERREIRA D’ALMEIDA

                

              
	
                
                  RONALDO
      FERREIRA D’ALMEIDA

                   

                  
                    
                      /s/
      MARCEL
  FLEISCHMANN

                    

                  

                

              
	
                
                  MARCEL
      FLEISCHMANN

                   

                  
                    
                      /s/ RICARDO
      DEL GUERRA PERPETUO

                    

                  

                

              
	
                
                  RICARDO
      DEL GUERRA PERPETUO

                   

                  
                    
                      /s/
      ANDRÉ ARAGÃO MARTINS
      VIEIRA

                    

                  

                

              
	
                
                  ANDRÉ
      ARAGÃO MARTINS VIEIRA

                   

                  
                    
                      /s/
      SÉRGIO NASCIMENTO
    GAEDE

                    

                  

                

              
	
                
                  SÉRGIO
      NASCIMENTO GAEDE

                   

                  
                    
                      /s/
      VINICIUS COSTA DE
      ALVARENGA

                    

                  

                

              
	
                
                  VINICIUS
      COSTA DE ALVARENGA

                   

                  
                    
                      /s/
      ALCEU DUILIO
    CALCIOLARI

                    

                  

                

              
	
                
                  ALCEU
      DUILIO CALCIOLARI

                   

                  
                    
                      /s/
      WILSON AMARAL DE
      OLIVEIRA

                    

                  

                

              
	
                
                  WILSON
      AMARAL DE OLIVEIRA

                   

                  
                    
                      /s/
      NEWMAN CARDOSO DO AMARAL
      BRITO

                    

                  

                

              
	
                
                  NEWMAN
      CARDOSO DO AMARAL BRITO

                   

                  
                    
                      /s/
      DANIELA FERRARI TOSCANO DE
      BRITTO

                    

                  

                

              
	
                
                  DANIELA
      FERRARI TOSCANO DE BRITTO

                   

                  
                    /s/
      GAFISA S.A.

                  

                

              
	
                
                  GAFISA
      S.A.

                   

                

              


      

      


      


      


      
        
          	
                  Witnesses:

                	 
      	 
      
	
                  1.

                	
                  /s/
      Eliete
      Chavoy

                	 
      	
                  2.

                	
                  /s/
      Bianca
      Aparecida Dominguito

                
	
                  Name:

                	
                  
                    Eliete
      Chavoy

                  

                	 
      	
                  Name:

                	
                  
                    Bianca
      Aparecida Dominguito

                  

                
	
                  RG
      No:

                	
                  
                    13.113.439-5
      SSP/SP

                  

                	 
      	
                  RG
      No:

                	
                  
                    32.245.031-7
      SSP

                  

                
	
                  CPF/MF:

                	
                  
                    023454008-70

                  

                	 
      	
                  CPF/MF:

                	
                  
                    220.022298-05

                  

                


        



       

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