Certificate of Registration Pursuant to Section 51 and 54 of the Partnership Act 1908 It is hereby certified, pursuant to section 51 of the Partnership Act 1908 (``the Act'') Waltus Prime Properties 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 Partners: General Partner Waltus Prime Properties Limited, Sixth Floor, TransAlta House, 45 Knights Road, Lower HuttNil Special Partners (a) Maureen Jean Hodge, 7 Hinau Street, Lower Hutt $5,000.00 (b) Lynden Hodge, 25 Tirohanga Road, Lower Hutt $5,000.00 Total$10,000.00 2. Partnership Business: To establish and carry on in New Zealand and elsewhere the business of commercial property ownership and to undertake or carry on any other activity or business ancillary or incidental thereto. 3. Principal Place of Business: The registered office of the general partner, Sixth Floor, TransAlta House, 45 Knights Road, Lower Hutt. 4. Term of the 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 23rd day of January 1998. Signed by Waltus Prime Properties Limited and Company by 2 of its directors: SHAYNE PATRICK HODGE, Director. JOHN NEVILLE HODGE, Director. Signed by Maureen Jean Hodge in the presence of: N. M. MOODY, Witness. Signed by Lynden Hodge in the presence of: N. M. MOODY, Witness. Acknowledged by all the above signatories before: G. M. SHEAT, Justice of the Peace.