15 AUGUST
THE NEW ZEALAND GAZETTE
3555

2. The names, addresses and descriptions and capital contributions of the general and special partners are set out in the Schedule hereto.

3. The business of the partnership shall be the business of funding, developing, producing, recording, manufacturing, dealing in and exploiting video tapes, films and recordings of any kind whatsoever and any rights therein or related thereto.

4. The principal place of business of the partnership will be conducted at the registered office for the time being of INTERNATIONAL VIDEO BOOKS LIMITED.

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 partnership deed relating to earlier dissolution shall terminate upon the expiry of 7 years from the date of registration of this certificate.

SCHEDULE

General Partner:

Name and Address

INTERNATIONAL VIDEO BOOKS LIMITED, a duly incorporated company having its registered office at Auckland

Special Partners:

Adrian Ross Budden, Accountant, 13B Sidmouth Street, Mairangi Bay, Auckland 1.00

Christopher Wayne Budden, Clerk, 13B Sidmouth Street, Mairangi Bay, Auckland 1.00

The above certificate pursuant to section 51 of the Partnership Act 1908, by Timothy John MacAvoy, solicitor for INTERNATIONAL VIDEO BOOKS LIMITED and COMPANY whose address for service is at the offices of Kensington Wallace, Ninth Floor, ANZ House, corner Queen and Victoria Streets, Auckland 1.

7281

In the High Court of New Zealand
Wellington Registry

IN THE MATTER OF Part II of the Partnership Act 1908, and IN THE MATTER OF FILM & VIDEO SYSTEMS ASIA LIMITED and COMPANY:

It is hereby certified pursuant to section 51 of the Partnership Act 1908 that:

1. The name of the special partnership is FILM & VIDEO SYSTEMS ASIA LIMITED and COMPANY.

2. The names, addresses, occupations and capital contributions of the general and special partners are as set forth in the Schedule hereto.

3. The business of the partnership will be as follows:

(a) To carry on at any place or places, either in New Zealand or elsewhere, all or any of the businesses of acquiring sales and marketing rights in the territories of Australia, Hong Kong, the Philippines, Singapore, Malaysia, India, Indonesia, Pakistan, Bangladesh, Taiwan, Thailand, South Korea and Sri Lanka to a computer software package known as the Film Management System (the “FMS Package”) owned and developed by Remarkable Films Limited of Dunedin, of selling, licensing, leasing and exploiting the FMS Package in the territories for profit and receiving the benefit of all income thereby derived.

(b) To purchase, lease, take on hire or by any other means acquire any real or personal property and any rights, licences, privileges expertise, patents, copyrights, trade-marks, concessions or easements which the partnership may think necessary or convenient for the purposes of its business.

(c) To manage, maintain, develop, use, turn to account, provide, exchange, mortgage, lease, licence, 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 business of the partnership will be conducted is the registered office for the time being of FILM & VIDEO SYSTEMS ASIA LIMITED, which at the date of registration of this certificate is Third Floor, Crown House, 158 The Terrace, Wellington.

5. The partnership commenced upon registration of the initial certificate of special partnership on 28 February 1985 pursuant to section 54 of the Partnership Act 1908 and subject to the provisions in the partnership deed relating to earlier dissolution shall terminate upon the expiry of 7 years from the date of registration of such original certificate.

7268

SCHEDULE

General Partner:

Name and Address

FILM & VIDEO SYSTEMS ASIA LIMITED, a duly incorporated company having its registered office at Wellington

Capital Contribution
$
Nil

The Common Seal of FILM & VIDEO SYSTEMS ASIA LIMITED, was hereunto affixed in the presence of:

R. J. SOMERVILLE and M. R. HOLLOWAY, Directors.

Acknowledged before me:

C. H. IRWIN, Justice of the Peace.

Special Partners:

Full Name, Occupation and Address

Noel Arthur Ferguson, computer systems analyst, 12/103 Kirribilli Avenue, Kirribilli, Sydney 1.00

Michael Redmond Holloway, solicitor, 12 Strathmore Crescent, Dunedin 1.00

Wayne Hewton Dalley, orthodontics, P.O. Box 537, Whangarei 10,000

Arthur Herbert Couch, motelier, P.O. Box 118, Paihia, Bay of Islands 50,000

Christopher Richard Hunter Scott, farmer, Burnt Hill, Oxford 10,000

Mary Catharine Scott, housewife, Burnt Hill, Oxford 20,000

Joannah Mary Rutherford, housewife, Haydon Downs, Hawarden 8,000

James Eric Govan, solicitor, P.O. Box 143, Dunedin 10,000

Paul Christopher Herrick, medical practitioner, 8 Upland Road, Kelburn, Wellington 40,000

Kenneth Alan Horner, solicitor, P.O. Box 26, Hawera 40,000

Alan John Clark, solicitor, P.O. Box 26, Hawera 40,000

Harold Bruce Millard, solicitor, P.O. Box 26, Hawera 40,000

Preston Edward Bulfin, solicitor, P.O. Box 26, Hawera 40,000

Alan Douglas Horner, solicitor, P.O. Box 26, Hawera 30,000

James Kempster Guthrie, solicitor, The Cove R.D.2, Dannevirke 10,000

Ernest Graham Beard, accountant, 22 Guy Street, Woodside Common, Christchurch 2 12,000

John Robert McKinnon, medical practitioner, 63 Collingwood Street, Nelson 10,000

Janine and Reginald Francis Summersby, publicans, P.O. Box 40, Inglewood 10,000

Gerald Anthony Moss, medical practitioner, P.O. Box 1278, Christchurch 5 20,000

Paul Robert Jacobson, merchant, P.O. Box 178, Wellington 10,000

Ronald Mells, company director, 562 Devon Street East, New Plymouth 10,000

Lindsay Val Loveridge, hairdresser, 178 Devon Street East, New Plymouth 10,000

Christopher John Evans, medical practitioner, P.O. Box 1278, Christchurch 1 10,000

Ashsk and Anita Bhasin, company directors, 168B Miro Miro Road, Normandale, Lower Hutt 10,000

Thomas Michael Miller, medical practitioner, P.O. Box 1278, Christchurch 30,000

Murray Noel Haisman, investor, P.O. Box 1135, Gisborne 10,000

Christopher John Dawe, orthopaedic surgeon, 56A Harvey Street, Tauranga 10,000

Henry Alfred Holmes, general practitioner, P.O. Box 1278, Christchurch 10,000

Lawrence Anderson, Buddle Nominee Company, nominees, 139 Moray Place, Dunedin 566,000

Signed on behalf of all the above-named special partners by their duly authorised attorney, FILM & VIDEO SYSTEMS ASIA LIMITED.

The Common Seal of FILM & VIDEO SYSTEMS ASIA LIMITED was hereto affixed in the presence of:

R. J. SOMMERVILLE and M. R. HOLLOWAY, Directors.

Acknowledged before me:

C. H. IRWIN, Justice of the Peace.