Certificate of Special Partnership M. No. 66/98 In the High Court of New Zealand, Nelson Registry In the matter of Part II of the Partnership Act 1908, and in the matter of D'Urville Island Developments Limited & Company: It is hereby certified pursuant to section 51 of the Partnership Act 1908 that: 1. The name of the special partnership is D'Urville Island Developments Limited & Company. 2. The names, addresses, occupations and capital contributions of the general partner and special partners are as set forth in the Schedule: 3. The objects of the partnership are: (a) To establish and carry on in D'Urville Island and elsewhere, business as land developers, and to undertake and carry out all other things which, in the opinion of the general partner and the special partners, may be conveniently or profitably undertaken by the partnership, whether or not such things shall be similar in nature to the above object (``the partnership business''). (b) To purchase, lease, take on hire or by any other means acquire any real or personal property, any rights, licences, privileges or easements which the partnership may think necessary or convenient for the purposes of the partnership business. (c) To manage, maintain, develop, exchange, mortgage, lease, sell or otherwise deal with or dispose of all or any part of the property and rights of the partnership. 4. The principal place at which the partnership business will be conducted is at D'Urville Island. 5. The partnership shall commence upon registration of this certificate, pursuant to section 54 of the Partnership Act 1908, and subject to the provisions in the deed of participation relating to earlier dissolution, shall terminate upon the expiry of 7 years from the date of registration of this certificate. Schedule General Partner Names and Address CapitalContribution$ D'Urville Island Developments Limited, having its registered office at Christchurch1 $1.00 unit Execution signed by: SCOTT D. HILLSTROM, Director. N. G. F. SCOTT, Director. Acknowledged before me: M. McKAY, j.p., Deputy Principal, Christchurch, on the 16th day of December 1998. Signature of Justice of the Peace or solicitor. Special Partners Name and Address CapitalContributions$ Nathan George Frederick Scott, 95A Englefield Road, Belfast, Christchurch1 $1.00 unit Execution signed by: N. G. F. SCOTT. Acknowledged before me: M. McKAY, j.p., Deputy Principal, Christchurch, on the 16th day of December 1998. Signature of Justice of the Peace or solicitor. Name and Address CapitalContributions$ Scott David Hillstrom, Unit 19, Cranmer Courts, 350 Montreal Street, Christchurch498 $1.00 units Execution signed by: SCOTT D. HILLSTROM. Acknowledged before me: M. McKAY, j.p., Deputy Principal, Christchurch, on the 16th day of December 1998. Signature of Justice of the Peace or solicitor.