ENERGY TECHNOLOGIES LIMITED — AGM Information 2008

Oct 21, 2008

Dulhunty Power Limited ABN 38 002 679 469

Notice of Annual General Meeting

Notice is hereby given that the Annual General Meeting of the members of Dulhunty Power Limited (the Company) will be held at the Company's registered office, Unit 2, 35-41 Waterloo Road, North Ryde, New South Wales 2113 on 25 November 2008 at 10.30am .

BUSINESS OF THE MEETING

ORDINARY BUSINESS

1. Address by the Chairman.

2.

Financial Statements and Reports

To receive and consider the Audited Financial Statements of the Company and the Reports of the Directors of the Company, and Gould Ralph Assurance as the auditors of the Company, for the year ended 30 June 2008.

3. Remuneration Report (Resolution 1):

To consider and if thought fit to pass the following resolution as an ordinary resolution:

That in accordance with section 250R(2) of the Corporations Act 2001, the Directors' remuneration report, set out in the Company's 2008 Annual Report, for the year ended 30 June 2008 be adopted.

The vote on this resolution is advisory only and does not bind the Directors of the Company.

4. Re-election of Director (Resolution 2):

To consider and if thought fit to pass the following resolution as an ordinary resolution:

Mr Martin H Thomas retires by rotation in accordance with Article 14.3(c) of the Company's Constitution, and being eligible, offers himself for re-election.

SPECIAL BUSINESS

5. Share Option Plan Approval (Resolutions 3):

To consider and if thought fit to pass the following resolution as an ordinary resolution:

That the Company approve for all purposes, including ASX Listing Rule 7.2 Exception 9, the Share Option Plan as described in the Explanatory Notes accompanying this Notice of Meeting, and the grant of options over securities of the Company under the Share Option Plan.

6. Issue of Options to Mr Martin H Thomas or his nominee (Resolutions 4):

To consider and if thought fit to pass the following resolution as an ordinary resolution:

If Resolution 2 is passed, that the Company approve for all purposes, including ASX Listing Rule 10.14, the grant to Mr Martin H Thomas, a Director of the Company, or his nominee of an aggregate of 750,000 options over ordinary shares in the Company under the rules of the Share Option Plan and on the terms set out in the Explanatory Notes to this Notice of Meeting.

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7. Issue of Options to Mr Alfred J Chown (Resolutions 5):

To consider and if thought fit to pass the following resolution as an ordinary resolution:

That the Company approve for all purposes, including ASX Listing Rule 10.14, the grant to Mr Alfred J. Chown, a Director of the Company, of 500,000 options over ordinary shares in the Company under the rules of the Share Option Plan and on the terms set out in the Explanatory Notes to this Notice of Meeting.

8. Issue of Options to Mr Anthony J Wingrove or his nominee (Resolutions 6):

To consider and if thought fit to pass the following resolution as an ordinary resolution:

That the Company approve for all purposes, including ASX Listing Rule 10.14, the grant to Mr Anthony J Wingrove, a Director of the Company, or his nominee of an aggregate of 500,000 options over ordinary shares in the Company under the rules of the Share Option Plan and on the terms set out in the Explanatory Notes to this Notice of Meeting.

9. Issue of Options to Mr Richard K Llewellyn (Resolutions 7):

To consider and if thought fit to pass the following resolution as an ordinary resolution:

That the Company approve for all purposes, including ASX Listing Rule 10.14, the grant to Mr Richard K Llewellyn, a Director of the Company, of 500,000 options over ordinary shares in the Company under the rules of the Share Option Plan and on the terms set out in the Explanatory Notes to this Notice of Meeting.

10. Issue of Options to Mr Philip W Dulhunty (Resolutions 8):

To consider and if thought fit to pass the following resolution as an ordinary resolution:

That the Company approve for all purposes, including ASX Listing Rule 10.14, the grant to Mr Philip W Dulhunty, a Director of the Company, of 500,000 options over ordinary shares in the Company under the rules of the Share Option Plan and on the terms set out in the Explanatory Notes to this Notice of Meeting.

11. Directors Equity Plan Approval (Resolutions 9):

To consider and if thought fit to pass the following resolution as an ordinary resolution:

That the Company approve for all purposes, including ASX Listing Rule 7.2 Exception 9 and ASX Listing Rule 10.14, the revised Directors Equity Plan as described in the Explanatory Notes accompanying this Notice of Meeting, and the issue of securities of the Company under the revised Directors Equity Plan.

12. Issue of Shares to Mr Alfred J Chown (Resolutions 10):

To consider and if thought fit to pass the following resolution as an ordinary resolution:

That shareholders approve for all purposes, including ASX Listing Rule 7.1 and ASX Listing Rule 10.11, the issue of 1,428,571 ordinary fully paid shares of the Company to Mr Alfred J. Chown, a Director of the Company, at an issue price of $0.07 per share in full satisfaction of fees of $100,000 owed by the Company to Alfred J Chown.

13. Issue of Shares to Mr Martin H Thomas and/or Zaffiro Pty Ltd in lieu of loan repayment (Resolution 11):

To consider and if thought fit to pass the following resolution as an ordinary resolution:

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That the Company approve for all purposes, including ASX Listing Rule 7.1 and ASX Listing Rule 10.11, the issue of up to an aggregate of 2,500,000 fully paid ordinary shares to Martin H Thomas and/or Zaffiro Pty Ltd at a price per share of $0.04.

14. Issue of Shares to Mr Alfred J Chown in lieu of loan repayment (Resolution 12):

To consider and if thought fit to pass the following resolution as an ordinary resolution:

That the Company approve for all purposes, including ASX Listing Rule 7.1 and ASX Listing Rule 10.11, the issue up to 6,250,000 fully paid ordinary shares to Alfred J Chown at a price per share of $0.04.

15. Issue of Shares to Mr Anthony J Wingrove in lieu of loan repayment (Resolution 13):

To consider and if thought fit to pass the following resolution as an ordinary resolution:

That the Company approve for all purposes, including ASX Listing Rule 7.1 and ASX Listing Rule 10.11, the issue of up to 1,250,000 fully paid ordinary shares to Anthony J Wingrove at a price per share of $0.04.

16. Issue of Shares to DASA Investments Pty Ltd in lieu of loan repayment (Resolution 14):

To consider and if thought fit to pass the following resolution as an ordinary resolution:

That the Company approve for all purposes, including ASX Listing Rule 7.1 and ASX Listing Rule 10.11, the issue of up to 1,250,000 fully paid ordinary shares to DASA Investments Pty Ltd at a price per share of $0.04.

17. Issue of Shares to Mr Philip W Dulhunty in lieu of loan repayment (Resolution 15):

To consider and if thought fit to pass the following resolution as an ordinary resolution:

That the Company approve for all purposes, including ASX Listing Rule 7.1 and ASX Listing Rule 10.11, the issue of up to 1,250,000 fully paid ordinary shares to Philip W Dulhunty at a price per share of $0.04.

18. Issue of Shares to Jaspero Pty Ltd in lieu of loan repayment (Resolution 16):

To consider and if thought fit to pass the following resolution as an ordinary resolution:

That the Company approve for all purposes, including ASX Listing Rule 7.1 and ASX Listing Rule 10.11, the issue of up to 1,250,000 fully paid ordinary shares to Jaspero Pty Ltd at a price per share of $0.04.

19. Refreshing capacity to issue Shares following issues of Shares in the Company (Resolution 17):

To consider and, if thought fit, pass the following resolution as an ordinary resolution:

That the issue by the Company of 16,500,000 fully paid ordinary shares in the period 14 April 2008 to 27 August 2008 be approved for all purposes, including the purpose of ASX Listing Rule 7.1.

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Note: Voting exclusions for certain of the Resolutions are set out in the Explanatory Notes to this Notice of Meeting

By order of the Board and Directors of the Company

==> picture [87 x 57] intentionally omitted <==

Gregory Knoke Company Secretary

22 October 2008

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Notes:

Proxies

1. A member entitled to attend and vote is entitled to appoint a proxy.

2. A person who is entitled to cast two or more votes may appoint 2 proxies and may specify the proportion or number of votes each proxy appointed is entitled to exercise.

3. Appointment of a proxy by a member who is a corporation must be under its common seal or the hand of its attorney or the hand of a person duly authorised by the corporation.

4. A proxy need not be a member of the Company.

5. To be effective, the proxy form must be received by the Company at Unit 2, 35-41 Waterloo Road, North Ryde, NSW 2113 or received by facsimile on (02) 9870 7299 not less than forty-eight (48) hours prior to the time for holding the meeting.

Corporate Representation

If your holding is registered in a company name and you would like to attend the meeting (and do not intend to return a proxy form), please bring with you to the meeting a duly completed Appointment of Corporate Representative Form to enable you to attend and vote at the Annual General Meeting. Alternatively contact the Company's share registry, Computershare Investor Services Pty Limited, investor enquiries 1300 850 505, who will forward to you a form for completion.

Entitlement to Vote

For the purposes of the Corporations Regulation 7.11.37, the Board has determined that in relation to the Annual General Meeting being convened by this Notice shares will be taken to be held by the persons who are registered holders at 7.00 pm (Sydney time) on 23 November 2008.

Accordingly share transfers registered after that date will be disregarded in determining entitlements to attend and vote at the meeting.

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Explanatory Notes

These are the Explanatory Notes for the shareholders of Dulhunty Power Limited ( Company ) for the Annual General Meeting to be held on 25 November 2008. The Explanatory Notes explain the items of business to be considered at the meeting and are provided to assist shareholders in their consideration of the proposed Ordinary Resolutions I to 17 inclusive, contained in the Notice of Meeting, and form part of that Notice of Meeting.

Item 2: Financial Statements and Reports

The Corporations Act 2001 (Cth) ( "Corporations Act" ) requires the financial report, directors' report and auditor's report to be laid before the meeting. There is no requirement either in the Corporations Act or the Company's Constitution for members to vote on, approve or adopt these reports.

Members will have a reasonable opportunity at the meeting to ask the Chairman questions and make comments on the business, operations and management of the Company. The auditor of the Company will also be available to take members' questions and comments about the conduct of the audit, the preparation and content of the auditor’s report, the accounting policies adopted by the Company in relation to the preparation of the financial statements and the independence of the auditor in relation to the conduct of the audit.

In addition to taking questions at the meeting, written questions to the Company’s auditor about the conduct of the audit of the financial report and the preparation and content of the auditor’s report, may be submitted no later than the fifth business day before the day on which the meeting is held (i.e. no later than 18 November 2008) to:

The Company Secretary Dulhunty Power Limited Unit 2 35-41 Waterloo Road North Ryde NSW 2113 Facsimile: +61 2 9870 7299

The Company will pass all written questions on to the auditor. The auditor will prepare and provide to the Company a question list which sets out the questions that the Company has passed on to the auditor and that the auditor considers to be relevant to the conduct of the audit of the financial report or the content of the auditor's report. Please note that a question may not be included in the question list if the question list includes a question that is substantially the same as that question or if it is not practicable to include the question in the question list because of the time when the question is passed on to the auditor.

There is no requirement for the auditor to provide written answers to the questions, however, if the auditor chooses to prepare written answers to any of the questions, the Chairman may permit the auditor to table the written answers at the meeting. The auditor will also answer questions asked at the meeting, however where questions concern issues raised in the written questions, the auditor may refer members to the written answers (if any). For the benefit of the meeting, the auditor will briefly outline to the meeting the matters covered in the written questions.

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Resolution 1: to adopt the Directors' remuneration report

The Corporations Act requires the Remuneration Report be adopted at the meeting by a resolution. While there is a requirement for a formal resolution, the members' vote is advisory only and does not bind the Company, nor will it require the Company to alter any arrangements detailed in the Remuneration Report should the resolution not be passed.

The Remuneration Report is set out on pages 9 to 10 of the Company's 2008 Annual Report. ( The Annual Report is available on the Company's website at www.dulhuntypower.com) . The Remuneration Report explains the structure of, and policy behind, the Dulhunty Power Group's remuneration practices and the link between the remuneration of employees and the Company's performance. The Report also sets out remuneration details of each director and for any specified executive. A Remuneration Committee has been established to evaluate and make recommendations to the Board regarding remuneration policy. Members will have a reasonable opportunity at the meeting to ask questions and make comments on the Remuneration Report.

Resolution 2: Re-election of Director

Martin H Thomas AM FTSE Hon FIE Aust (Age 74) (Chairman) Appointed 13 October 2005.

Mr Martin H Thomas who retires by rotation in accordance with the Constitution of the Company, being eligible, offers himself for re-election as a Director of the Company.

Mr Thomas gained his degree in Mechanical Sciences from Cambridge University in 1957. He came to Australia in 1967 joining Merz Australia. Following a merger he became a Principal of Sinclair Knight Merz. Mr Thomas has served as chairman of Austenergy (6 years in 1980's), the New South Wales Electricity Council (1988-1995) and the Sydney 2000 Olympic Energy Panel (1995-2000). With Austenergy Mr Thomas lead missions through the Asia Pacific region to establish technological, institutional and potential export relationships. From 1995-1998 he was appointed Managing Director of the Cooperative Research Centre for Renewable Energy. He is a past Director of the Tyree Group and EnviroMission Limited. He was President of the Institution of Engineers, Australia from 1991-1992 and elected a Fellow of the Australian Academy of Technological Sciences and Engineering in 1991. From 1992 to 1994 he was President of the Federation of Engineering Organisations of South East Asia and the Pacific. He was President of the Australian Institute of Energy from 2000 to 2002. In 1992 he was awarded the James Kirby Memorial Award of the Institution of Electrical Engineers, Australasian Region. He was appointed a Member of the Order of Australia in 1993 for services to engineering and energy management and was awarded an Australian Centenary Medal in 2003. Mr Thomas is a member of the Audit Committee, the Remuneration Committee and the Nomination Committee.

Resolution 3: Share Option Plan Approval

The Board has established a new Share Option Plan ( SOP ) to replace the Employee Option Plan approved at the 2003 Annual General Meeting of the Company. The SOP is substantially the same as the former Employee Option Plan, with the main differences being changes to conform with the ASX Listing Rules and ASIC Class Orders.

The SOP will continue the provision of flexibility to the Company’s remuneration arrangements.

Rule 7.1 of the ASX Listing Rules restricts listed companies from issuing more than 15% of their issued capital in a 12 month period without shareholder approval, unless an exception applies. The Company has not exceeded this 15% limit.

ASX Listing Rule 7.2 contains a number of exceptions to the 15% limit in Listing Rule 7.1, allowing specified issues of shares to be excluded from the 15% limit. One exception is issues approved by shareholders under an employee share plan (exception 9(b)). The exception applies for three years from the date of approval by shareholders.

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The SOP is an employee share plan of the type contemplated by exception 9(b) of ASX Listing Rule 7.2. Accordingly the Board is seeking shareholder approval for future grants of options made under this SOP and subsequent consequential issues of shares in the Company on the exercise of those options to be excluded from the ASX Listing Rule 7.1 15% limit. Approval is sought for the grant of options under the SOP and shares issued on the exercise of those options for the next 3 years so that such grants are excluded from the 15% limit.

If this resolution is passed, and subject to Resolutions 4 to 8 being passed, the Company will grant 3,250,000 options to Directors and Executives of the Company on 15 December 2008.

The Listing Rules require the Notice of Meeting relating to the Annual General Meeting at which shareholders are required to consider a resolution to approve securities issues made by the Company in respect of exception 9(b) to include certain specified information regarding those securities issues. This information is set out below and in the explanatory notes for Resolutions 4 to 8.

Plan Rules

A summary of the main terms and conditions of the SOP appear below. Copies of the SOP Rules are available on request to the Company Secretary.

1. Offers

The Company may from time to time during the operation of the Plan make an Offer in writing to any Eligible Employee specifying:

• The number of options (and the number of shares to which the Options relate) for which the employee may apply;

• The period during which the Offer may be accepted;

• The exercise price of the options;

• Any conditions that will apply before the options can be exercised;

• The period during which the options may be exercised;

• Any other matters required to be specified by the Corporations Actor the Listing Rules.

2. Eligible Employee

Any employee or Director or Officer who has been in the employ or held a position of Director or Officer of the Company or any subsidiary for longer than 6 months; and for the purposes of the Plan a Director or Officer will be deemed to be in the employ of the Company or a subsidiary.

3. Grant of Options

The Options to be granted to Eligible Employees will be for no consideration and will be for new fully paid ordinary shares to be issued by the company. The Eligible Employee is entitled to nominate a nominee to be granted the Options. The nominee will be a trust or company in which the Eligible Employee has an interest or other person or entity as permitted by the tax legislation in respect of an employee share plan.

No application will be made for listing of the options.

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1. Participant

An Eligible Employee (or nominee) who has accepted the Offer will be a Participant.

1. Exercise Price

The exercise price of the options will be the weighted average price of shares traded on the ASX during the 20 trading days prior to the date of the Offer.

1. Exercise Period

Options will be exercisable during the period specified in the Offer, which will generally be the period commencing:

• for a Participant who has been in the employ of the company or any subsidiary for longer than 12 months, 14 days after the acceptance by the Participant of the Offer; and

− for any other Participant, the period commencing 14 days after he or she completes 12 months employment with the company or a subsidiary

and ending not later than 3 years after the date of commencement.

1. Limitation on the number of Options to be issued

The aggregate number of options over shares that may be issued under the SOP at any time, when added to the shares below will not exceed 5% of the Company’s issued share capital:

• Shares which may be issued on exercise of any outstanding options granted under other employee share incentive plans operated by the Company; and

• Shares issued under any employee share incentive plan which are not fully paid or on which loans are outstanding in accordance with the terms of the relevant plan; and

• Shares which have been otherwise issued under an employee share incentive plan in the period of five years preceding any invitation under the SOP.

• Limitation on the number of Options to be exercised

Not more than 35% of the number of options issued to a Participant will be exercisable in any one continuous period of 12 months and unless the Board other wise determines or the Rules permit, will only be exercisable while the Participant remains in the employ of the company or a subsidiary. An exception to this 35% exercise limitation applies in the 3 months before the Options lapse.

1. Cessation of Employment

If a Participant ceases to be an employee before he or she has exercised the Options then subject to the satisfaction of any exercise condition imposed in the letter of Offer, notwithstanding that the periods during which the Options or some number of Options could be exercised has not commenced, the unexercised options will be capable of being exercised for a period of 12 months after such cessation of employment but no later than the expiry of the exercise period and those options will continue to be capable of exercise despite the cessation of employment.

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1. Alteration of Exercise Conditions

If a takeover offer is made to acquire the whole or part of be issued shares of the Company exceeding 35% each Participant may exercise all or any of the Options which he or she would as a Participant be entitled to exercise notwithstanding that the exercise period has not otherwise commenced.

1. Reorganisation of Options

In the event of a consolidation, subdivision, return or reduction of capital by cancellation of shares, the provisions of Listing Rule 7.22 will apply to the Options. Participants are not entitled to participate in new pro-rata cash offers made by the Company unless the options are exercised before the relevant record date.

1. Termination or Suspension

The Plan may be terminated or suspended at any time by the Directors or amended at any time by a resolution of the Company.

Persons precluded from voting

In respect of Resolution 3, the Company will disregard any votes cast on this resolution by any Director of the Company or any of their associates.

However, the Company need not disregard any vote by any such person excluded from voting on Resolution 3 if:

• it is cast by any of them as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or

• it is cast by any of them who is chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

Resolutions 4 to 8: Issue of Options to Directors

The Board has implemented the SOP as outlined in the explanatory notes for Resolution 3. A grant of options over ordinary shares to a Director or other related party of the Company requires your approval under ASX Listing Rule 10.14.

The Dulhunty Power Remuneration Committee has allocated the following options over ordinary shares to be granted to Directors (and/or their nominees as per the SOP plan rules outlined in the explanatory notes for Resolution 3), for no consideration, subject to shareholder approval:

Mr Martin H Thomas (and/or	750,000	Director (and/or a superannuation fund
his nominee)		of which he is a member)
Mr Alfred J. Chown	500,000	Director
Mr Anthony J Wingrove	500,000	Director (and/or a superannuation fund
(and/or his nominee)		of which he is a member)
Mr Richard K Llewellyn	500,000	Director
Mr Philip W Dulhunty	500,000	Director

Total options to be granted to Directors (and/or their nominees) as above is 2,750,000. No options over ordinary shares have been granted under the SOP prior to this issue. All Directors entitled under the SOP to be granted options are included above, and the names of all persons referred to in Listing

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Rule 10.14 who are entitled to participate in the SOP are stated in the explanatory notes for Resolution 3.

While no options have been granted under the SOP, under the former Employee Option Plan a total of 490,826 options were granted by the Company to Directors for no consideration.

The date of grant of the above options is 15 December 2008, subject to shareholder approval at this meeting as required. This grant of options over ordinary shares is within the 5% limitation stated in the SOP plan rules.

The options will be offered at an exercise price which equates to the weighted average price at which shares were traded in the 20 trading days prior to the date of the Offer, as specified under the SOP.

Under the SOP, the exercise period for options granted will expire not later than 3 years after the date of grant. For the purposes of the Directors (and/or their nominees) listed above, this will commence on 15 December 2008, subject to approval by shareholders at this meeting.

Details of any options granted under the SOP will be published in each Annual Report relating to the period in which the options have been granted.

Future grants of options to Directors or nominees/associates of Directors under the SOP will not be made unless approval is obtained where required under ASX Listing Rule 10.14.

Persons precluded from voting

In respect of each of Resolutions 4 to 8, the Company will disregard any votes cast on any of those resolutions by any Director of the Company or any of their associates.

However, the Company need not disregard any vote by any such person excluded from voting on Resolutions 4 to 8 if:

• it is cast by any of them as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or

• it is cast by any of them who is chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

Resolution 9: Directors Equity Plan Approval

The Board has established a new Director Equity Plan (the Plan ), to replace the former Director Equity Plan approved at the 2003 Annual General Meeting of the Company. Under the Plan Directors may elect to sacrifice all or part of their Director’s fees receiving shares in the Company in lieu of payment of those fees. The main difference in the new Plan when compared to the former plan is the percentage of fees that Directors can sacrifice (increased from 50% to 100%). If a Director elects to sacrifice only part of their fees, the Director will receive the remainder of their Director’s fees in cash.

The Plan helps to align the interests of Directors with those of shareholders by encouraging Director share ownership. Participation in the Plan by a Director also reduces the obligation of the Company to use cash to pay that Director's fees, which cash can then be used by the Company for working capital purposes.

Under Listing Rule 10.14, shareholder approval is required for the Company to issue shares to Directors. Accordingly, approval is now sought for the issue of shares under the Plan. Subject to shareholder approval, that consent will apply to any issue of shares under the Plan to a current Director at any time during the three years after the date of this Annual General Meeting. Approval is also sought for the issue of shares under the Plan for the next 3 years so that such issues are excluded from the 15% limit (as outlined in the explanatory notes for Resolution 3).

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The principal terms of the Plan are as follows:

Participation: Participation in the Plan is voluntary and all Directors currently in office are eligible to participate (unless participation by a Director would result in the Company becoming obliged to prepare, lodge or issue a prospectus or disclosure document in any jurisdiction and the Board considers it would be onerous for the Company to do so in the circumstances).

The Directors who are each eligible to participate are Mr Martin H Thomas, Mr Alfred J Chown, Mr Anthony J Wingrove, Mr Richard K Llewellyn and Mr Philip W Dulhunty.

Any Director of the Company not named above who becomes eligible to participate in the Plan will not participate until shareholder approval for their participation is obtained under Listing Rule 10.14.

Maximum 100%: Participating Directors may elect to sacrifice up to 100% of their annual Director's fees.

Timing of acquisition: Shares will be acquired half-yearly in arrears, subject to the insider trading provisions of the Corporations Act. The shares will be issued by the Company.

Number of shares: The number of shares which may be acquired by Directors under the Plan cannot be precisely calculated, as it depends on the extent to which each Director participates in the Plan. To determine the number of shares acquired for each Director, the dollar value of the fees sacrificed by the Director to participate in the Plan will be divided by the weighted average price of shares traded on the ASX for the 20 trading days preceding 31 December and 30 June respectively.

By way of illustrative example, whilst Directors currently receive a fee per annum of $20,000 plus $2,500 (up to a maximum of $5,000) for any Board committee the director is a part of (ie approximately $25,000 per Director), shareholders have previously approved a maximum aggregate fee pool for all Directors of $500,000. Whilst current fees are less than this aggregate, assuming that the maximum permitted amount is paid to participating Directors, and assuming each Director sacrifices 100% of their fees (representing a total sacrifice of $500,000 per annum for all Directors or $1,500,000 over 3 years) and assuming the market value of shares at each issue date is $0.04 per share, then over the three year approval period, 12,500,000 shares per annum could be issued to the Directors collectively (i.e. 37,500,000 shares could be issued by the Company to the Directors rather than the Company paying the Directors $1,500,000 in cash over the 3 years). This is an illustrative example only as the number of shares issued is dependant on the market price of shares, the total fees payable to Directors and the extent to which each Director chooses to participate. Regardless of these variables, the Company will not issue more than 40,000,000 shares to Directors under the Plan.

Shares acquired: Participating Directors will receive fully paid ordinary shares in the Company that rank equally in all respects with other issued fully paid shares in the Company.

Details of Shares issued : As the Plan is a new plan, no shares have been issued under the Plan to date.

Details of any shares issued under the Plan will be published in the Company’s Annual Report relating to the period in which shares have been issued, with a statement that approval for the issue of shares was obtained under ASX Listing Rule 10.14.

Persons precluded from voting

In respect of Resolution 9, the Company will disregard any votes cast on this resolution by any Director of the Company or any of their associates.

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However, the Company need not disregard any vote by any such person excluded from voting on Resolution 9 if:

• it is cast by any of them as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or

• it is cast by any of them who is chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

Resolution 10: Issue of Shares to Mr Alfred J Chown

Mr Alfred J Chown, a Director of the Company, provided services to the Company in relation to a capital raising by the Company at $0.07 per fully paid ordinary share. The Company agreed to pay a fee to Alfred J Chown for these services of $100,000. Alfred J Chown has agreed to receive 1,428,571 fully paid ordinary share at $0.07 per share in satisfaction of his fee entitlement.

ASX Listing Rule 10.11 provides that the Company must not issues shares to a related party such as a Director of the Company without shareholder approval.

Accordingly, under Resolution 10, the Board seeks the approval of shareholders for the issue of 1,428,571 fully paid ordinary shares in the Company to Mr Alfred J Chown, a Director of the Company, at an issue price of $0.07 per share in full satisfaction of fees of $100,000 owed by the Company to Alfred J Chown. The issue price is equivalent to the issue price of shares issued under the capital raising during and in respect of which the fees were incurred.

Approval is also sought for the exclusion of this issue of shares to Alfred J Chown from the ASX Listing Rule 7.1 15% limit as outlined in the explanatory notes for Resolution 3.

If this resolution is passed, the shares will be allotted within one month of the date of this meeting.

The shares issued to Alfred J Chown will rank equally with the fully paid ordinary shares of the Company already on issue.

Persons precluded from voting

In respect of Resolution 10, the Company will disregard any votes cast on this resolution by Mr Alfred J Chown or any of his associates.

However, the Company need not disregard any vote by any such person excluded from voting on Resolution 10 if:

− it is cast by any of them as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or

• it is cast by any of them who is chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

Resolutions 11 to 16: Issues of Shares in the Company in lieu of loan repayments

Certain Directors, and Director's related parties (ie DASA Investments Pty Ltd (in the case of Anthony J Wingrove) and Jaspero Pty Ltd (in the case of Philip W Dulhunty)), have made interest free loans to the Company. The total of these loans is $550,000. The Board has discussed with these lenders their appetite for converting up to 100% of each loan to equity. The lenders have expressed an interest in doing so.

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ASX Listing Rule 10.11 provides that the Company must not issue shares to a related party of the Company (such as a Director or an associate of a Director) without shareholder approval.

DASA Investments Pty Ltd is the trustee of the Wingrove Executive Superannuation Fund. Anthony J Wingrove is a member of that superannuation fund, making the fund an associate of Anthony J Wingrove.

Jaspero Pty Ltd is a company in which Philip W Dulhunty is a shareholder, and thus the company is an associate of Philip W Dulhunty.

Martin H Thomas has made an interest free loan to the Company. However, all or part of the loan may be assigned to his associate (Zaffiro Pty Ltd, as trustee of The Thomas Family Superannuation Fund) prior to its conversion to equity. Martin H Thomas is a member of The Thomas Family Superannuation Fund.

The Board is seeking shareholder approval to allow these lenders (or assignee) to convert up to 100% of each of their loans to the Company to fully paid ordinary shares in the Company at an issue price per share of $0.04. This issue price is equivalent to the issue price of shares under the recent Share Purchase Plan.

Approval is also sought for the exclusion of these share issues from the ASX Listing Rule 7.1 15% limit as outlined in the explanatory notes for Resolution 3. ASX Listing Rule 10.13 requires the Notice of Meeting relating to the Annual General Meeting at which shareholders are required to consider a resolution to approve share issues made by the Company to include certain specified information regarding those share issues. This information is set out below.

The maximum number of fully paid ordinary shares to be issued to each Director or their associate (lenders or assignee) are as follows:

• Under Resolution 11: to Martin H Thomas and/or his assignee, Zaffiro Pty Ltd as trustee of The Thomas Family Superannuation Fund up to an aggregate of 2,500,000 shares in lieu of a proportional repayment of a loan of $100,000

• Under Resolution 12: to Alfred J Chown up to 6,250,000 shares in lieu of a proportional repayment of a loan of $250,000

• Under Resolution 13: to Anthony J Wingrove up to 1,250,000 shares in lieu of a proportional repayment of a loan of $50,000

• Under Resolution 14: to DASA Investments Pty Ltd as trustee of the Wingrove Executive Superannuation Fund up to 1,250,000 shares in lieu of a proportional repayment of a loan of $50,000

• Under Resolution 15: to Philip W Dulhunty up to 1,250,000 shares in lieu of a proportional repayment of a loan of $50,000

• Under Resolution 16: to Jaspero Pty Ltd up to 1,250,000 shares in lieu of a proportional repayment of a loan of $50,000

If these resolutions are passed, the lenders will advise the Company how much of their loan they will elect to convert to equity. The shares will then be issued within one month of the date of this meeting. If a particular lender does not elect to convert all of their loan to equity, then the balance of the loan will need to be repaid in February 2009, unless the lender agrees to roll over the loan.

The shares issued under these resolutions (if any) to the lenders will rank equally with the fully paid ordinary shares of the Company already on issue.

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Persons precluded from voting

In respect of:

• Resolution 11, the Company will disregard any votes cast by Martin H Thomas, Zaffiro Pty Ltd or any of their associates.

• Resolution 12, the Company will disregard any votes cast by Alfred J Chown or any of his associates.

• Resolutions 13 and 14, the Company will disregard any votes cast by Anthony J Wingrove, DASA Investments Pty Ltd or any of their associates.

− Resolutions 15 and 16, the Company will disregard any votes cast by Philip W Dulhunty, Jaspero Pty Ltd or any of their associates.

However, the Company need not disregard any vote by a person excluded from voting on one or more of Resolutions 11 to 16 if:

• it is cast by any of them as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or

• it is cast by any of them who is chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

Resolution 17: Refreshing capacity to issue Share following issues of Shares in the Company

The approval proposed in Resolution 17 is a subsequent approval of permitted issues of shares in order to refresh the Company's capacity to issue further shares pursuant to ASX Listing Rule 7.1.

ASX Listing Rule 7.1 provides that the Company can only issue up to 15% of the Company's 'equity securities' (subject to certain exclusions and exceptions) in any 12 month period without obtaining shareholder approval.

ASX Listing Rule 7.4 provides that an issue of shares made without the need for approval under ASX Listing Rule 7.1 is treated as having been made with approval for the purpose of ASX Listing Rule 7.1 if:

the issue did not breach ASX Listing Rule 7.1 and

• members of the company subsequently approve it.

Such approval refreshes the capacity of the Company to issue additional shares as permitted under ASX Listing Rule 7.1 within the 15% limit. This is the approval the Company now seeks under Resolution 17.

In the last 12 months the Company has issued 20,551,288 shares (including 16,500,000 shares without approval under Listing Rule 7.1). All of the shares issued ranked equally with the fully paid ordinary shares of the Company already on issue. The issue of the 16,500,000 shares without approval did not exceed the Listing Rule 7.1 15% limit, and so did not breach Listing Rule 7.1. As a result of these share issues, the Company cannot issue additional shares in the next 12 months without member approval or unless an exception to ASX Listing Rule 7.1 applies.

If members approve this resolution, the Company will have the flexibility to issue more shares in the in the next 12 months without requiring approval at a meeting of members should the Board believe it is in the best interests of the Company to do so. If this resolution is approved by members, the Company will thereafter be able to issue at least an additional 20,155,639 shares without member approval.

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If this resolution is not passed:

• (a) the Company was not required, under ASX Listing Rule 7.1, to seek member approval prior to the issues of shares described in this resolution, so the absence of approval will not invalidate the share issues.

• (b) the Company's ability to issue further shares in the 12 month period will be reduced, unless member approval is obtained for the said subsequent issue or that issue falls within an exception to ASX Listing Rule 7.1.

For the purposes of ASX Listing Rules 7.4 and 7.5, the Company notes that:

− On 14 April 2008, the Company issued 250,000 fully paid ordinary shares at $0.05 per share to one or more Directors.

− On 27 August 2008, the Company issued 16,250,000 fully paid ordinary shares at $0.04 per share to sophisticated investors.

− The funds raised from these issues were used for working capital and business investment purposes.

Persons precluded from voting

In respect of Resolution 17, the Company will disregard any votes cast by a person who has participated in the share issues and associates of that person.

However, the Company need not disregard any vote by any such person excluded from voting on Resolution 17 if:

• it is cast by any of them as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or

• it is cast by any of them who is chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

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