Special Partnership In the matter of Part II of the Partnership Act 1908, and in the matter of a special partnership known as Botanical Gardens Subdivision Limited and Company: It is hereby certified, pursuant to section 58 of the Partnership Act 1908 that: 1. The name of the special partnership is Botanical Gardens Subdivision Limited and Company. 2. The names, addresses, occupations and capital contribution of the general and special partners are as set forth in the Schedule hereto. 3. The business of the partnership will be as follows: 3.01 To carry on the business of acquiring, developing, subdividing and selling certain lands containing 17.8700 hectares, being part Section 7, Block II and part Section 39, Block IV, Tauhara Survey District. 3.02 To enter into such financial and contractual obligations as shall be deemed necessary, advantageous or incidental to the purposes hereof. 3.03 To undertake such other activities as shall be deemed necessary, advantageous or incidental to the purposes hereof. 4. The principal place from which the business of the partnership will be conducted is the registered office of the general partner, 12 Strange Grove, Matua, Tauranga. 5. The partnership shall be renewed upon registration of this certificate pursuant to section 58 of the Partnership Act 1908, and subject to the provisions in the partnership deed relating to dissolution or renewal shall terminate on the 19th day of September 1998. Schedule Herein Before Referred To General Partner Name, Occupation and Address CapitalContribution$ Botanical Gardens Subdivision Limited and Company, a duly incorporated company having its registered office at TaupoNil Special Partners Names, Occupations and Address CapitalContributions$ Roy George Leslie, retailer of Omokoroa, Kenneth Leonard Hayman, civil engineer of Tauranga, Barbara Elizabeth Hayman, married woman of Tauranga, and Keith David Herbert, accountant of Cambridge, jointly inter se:90,000.00 Livingston Land Limited, a duly incorporated company having its registered office at Taupo30,000.00 David James Alexandra Livingston, real estate manager of Taupo30,000.00 Ursula Winifred Livingston, married woman of Taupo30,000.00 Graham Ashley Weir, retired of Wanganui30,000.00 Roderick Bignell Weir, company director of Wellington30,000.00 Alan Trevor Colbert, chartered accountant of Levin and Jean Colbert, married woman of Levin30,000.00