Fosch New Zealand Limited and Company Certificate of Registration Pursuant to Sections 51 and 54 of the Act It is hereby certified, pursuant to section 51 of the Partnership Act 1908 (``the Act''), that Fosch New Zealand Limited and Company has been formed as a special partnership, pursuant to Part II of the Act: 1. Names, Addresses and Capital Contributions of the General Partner and Special Partner: General Partner Fosch New Zealand Limited, care of the Seventh Floor, KPMG Centre, 9 Princes Street, Auckland $10.00 Special Partner Alphonsus Albertus Schirris, Middenweg 41, 1703 RB Heerhugowaard, The Netherlands $90.00 Total $100.00 2. Partnership Business: To establish and carry on in New Zealand and elsewhere the business of importation, sales and distribution of gardening goods and accessories and to undertake or carry on any other activity or business ancillary or incidental thereto. 3. Principal Place of Business: 26 Rennie Drive, Mangere, Auckland. 4. Term of Partnership: The term of the partnership shall commence on the date of registration of this certificate in accordance with section 54 of the Act and shall end upon the sooner to occur of: (a) The registration of a certificate of dissolution, pursuant to section 62 of the Act; or (b) The expiration of 7 years from the date of registration of this certificate or, if the term of the partnership shall have been extended in accordance with sections 57 and 58 of the Act, then the expiration of the extended term. Dated this 29th day of November 1995. Signed on behalf of Fosch New Zealand Limited, in the presence of: R. SLOTEMAKER. Signed by Alphonsus Albertus Schirris, in the presence of: A. A. SCHIRRIS. Acknowledged by all the above signatories before a Justice of the Peace.