ENERGY TECHNOLOGIES LIMITED — Capital/Financing Update 2008

Sep 1, 2008

Dulhunty Power Limited ACN 002 679 649

Share Purchase Plan

Terms & Conditions

This document sets out the terms and conditions of the Dulhunty Power Limited Share Purchase Plan ( "SPP" ).

1. Definitions

In these Terms and Conditions, and under the SPP, unless context requires to otherwise:

Acceptance Period means the period commencing on the date on which any Offer under the SPP is sent to Eligible Members and ceasing on the Closing Date;

Application Form means the application form provided to shareholders which is the means to accept an Offer;

ASX means ASX Limited ACN 008 624 691;

Board means the board of directors of DUL;

Closing Date means 5:00pm (Sydney time) on such date as the Board determines in respect of an Offer;

DUL means Dulhunty Power Limited ACN 002 679 469;

Eligible Members means members of DUL eligible to participate in an Offer as determined under clause 3;

Issue Price means the subscription price for each Share determined in accordance with clause 4.1 and specified in each Offer;

Offer means a non-renounceable offer of Shares to Eligible Members determined by the Board to be made by DUL at any time under the SPP from time to time;

Record Date means 7.00 pm (Sydney time) on the date determined by the Board to be the record date in relation to an Offer;

Share means a fully paid ordinary share in DUL;

Share Registry means DUL's share registry from time to time;

SPP means a share purchase plan established in accordance with these Terms and Conditions;

Shares means fully paid ordinary shares in the DUL; and

Terms and Conditions means these terms and conditions, as amended from time to time.

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2. The SPP

2.1 Participation in the SPP

• (a) The SPP is a method by which Eligible Shareholders may elect to subscribe for additional Shares in DUL, pursuant to an Offer made by DUL.

• (b) Participation in the SPP by Eligible Shareholders is optional, nonrenounceable, and subject to these Terms & Conditions.

• (c) An Eligible Shareholder may elect to apply under an Offer for such number of Shares as the Board may determine from time to time.

• 2.2 Limit of participation

Each Eligible Member may only participate in any Offer to acquire Shares up to a maximum price of $5000.00, whether or not those Shares are held jointly with another Eligible Member.

• 2.3 Costs to shareholders

No brokerage, commission or other transaction costs or stamp duties will be payable by Eligible Members who acquire Shares under an Offer.

2.4 No withdrawal

Once an Application Form has been received by DUL, it cannot be withdrawn.

3. Eligible Members

3.1 Who is eligible to participate in the SPP?

Members who:

• (a) are a holder of Shares in DUL on the Record Date;

• (b) have a registered address in either Australia or New Zealand; and

• (c) have provided DUL with an Application Form which has been accepted by DUL in accordance with clause 3.2 below,

are eligible to participate in the SPP.

3.2 Application forms

DUL will not accept an Application Form unless the Application Form:

• (a) is received by DUL during the Acceptance Period;

• (b) is fully and correctly completed; and

• (c) is accompanied by a cheque for the appropriate application monies pursuant to the Application Form.

3.3 Joint holders

If 2 or more persons are recorded on the DUL share register of members as jointly holding Shares to which an Offer relates, they are taken to be a single registered holder.

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3.4 Trustees or nominees

If a trustee or nominee holds shares on behalf of another person ("Beneficiary"):

• (a) each Beneficiary is taken to be an Eligible Shareholder for the purposes of the SPP;

• (b) that trustee or nominee will only be able to accept an Offer on behalf of a Beneficiary if:

  • (i) the trustee or nominee is expressly noted on the DUL share register as holding shares on behalf of that Beneficiary; and

  • (ii) the Beneficiary has an address in Australia or New Zealand; and

• (c) any application for the issue of shares or certification for the purposes of the Application Form, and any issue of shares to, the trustee or nominee is taken to be an application or certification by, or an issue to, the Beneficiary.

4. Allocation and Issue of Shares under the SPP

4.1 Issue Price

• (a) The issue price for each SPP Share the subject of an Offer shall be as determined by the Board.

• (b) By applying for Shares under an Offer, each Eligible Member acknowledges that although the Issue Price may potentially be at a discount to the market price as at the Record Date concerned, Shares are a speculative investment and that the market price of Shares on the ASX may rise or fall between the date of an Offer and the date when the SPP Shares are issued to an Eligible Member under the SPP.

4.2

Allocation of Shares

• (a) Subject to DUL's constitution, all Shares allotted under the SPP will rank equally in all respects with the then existing fully paid ordinary shares in DUL and therefore will carry the same voting rights, dividend rights and other entitlements.

• (b) On each occasion Shares are allotted under the SPP to an Eligible Shareholder, DUL will:

  • (i) procure that the Share Registry issues a holding statement to that Shareholder for the number of Shares allotted under the SPP;

  • (ii) apply for quotation on the ASX of Shares issued under the SPP, within the period prescribed by the Listing Rules of the ASX.

• (c) Shares will not be allotted under the SPP, unless and until all necessary shareholder approvals or relevant Australian Stock Exchange waivers are obtained to ensure that the issue of the Shares does not contravene any laws or the ASX Listing Rules.

4.3 Reservation of rights

DUL reserves the right at its complete discretion to:

• (a) refuse an application (in whole or in part) if it considers that:

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• (i) the applicant is not an Eligible Member;

• (ii) the issue of those Shares would contravene any law or the ASX Listing Rules; or

• (iii) the applicant has not otherwise complied with the terms of the SPP;

• (b) cancel, suspend or modify the SPP at any time up to the issue of SPP Shares under the SPP;

• (c) extend the Closing Date applicable to an Offer; and

• (d) to issue no SPP Shares or fewer SPP Shares than an Eligible Shareholder applies for under the SPP,

and if an application is refused in whole or in part, or if fewer or no Shares are allotted to an Eligible Shareholder than the Eligible Shareholder applied for, the application monies or the surplus application monies (as the case may be) will be refunded in full without interest.

5. General

5.1 Administration of the SPP

The SPP will be administered by the Board, or by a committee or delegate of the Board, which will have absolute discretion to:

• (a) vary the SPP and any agreement relating to the SPP in accordance with the Corporations Act and any other applicable law or rules;

• (b) suspend, terminate or amend the SPP;

• (c) determine appropriate procedures for administering the SPP consistent with these Terms and Conditions; and

• (d) resolve conclusively any dispute in relation to the SPP or the Terms and Conditions of the SPP in any manner it thinks fit, whether generally or in relation to any shareholder, applications or Shares.

5.2 Notices

Any communication to DUL under or in connection with the SPP must be in writing and sent to the Share Registry or to such other address as notified by DUL from time to time.

5.3

Governing law and jurisdiction

The SPP, these Terms and Conditions, and the operation of the SPP are governed by the laws of New South Wales, Australia and are subject to the non-exclusive jurisdiction of the courts of New South Wales, Australia.

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