HARRIS TECHNOLOGY GROUP LIMITED — Capital/Financing Update 2005

Nov 17, 2005

Rule 2.7, 3.10.3, 3.10.4, 3.10.5

Appendix 3B

New issue announcement, application for quotation of additional securities and agreement

Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX's property and may be made public.

Introduced 1/7/96. Origin: Appendix 5. Amended 1/7/98, 1/9/99, 1/7/2000, 30/9/2001, 11/3/2002, 1/1/2003.

Name of entity

The Swish Group Limited

ABN

93 085 545 973

We (the entity) give ASX the following information.

Part 1 - All issues

You must complete the relevant sections (attach sheets if there is not enough space).

1	+ Class of + securities issued or to be issued	Fully paid ordinary shares. Options.
$\overline{2}$	Number of + securities issued or to be issued (if known) or maximum number which may be issued	1,500,000 fully paid ordinary shares. 500,000 options (unlisted).
3	Principal terms of the 'securities (eg, if options, exercise price and expiry date; if partly paid securities, the amount outstanding and due dates for payment; if convertible ==================================== securities. the conversion price and dates for conversion)	1,000,000 fully paid ordinary shares issued to sophisticated investor as part of capital raising. Each share will rank equally with all other shares. Issue of 500,000 fully paid ordinary shares each of which will rank equally with all other shares. Escrowed until completion of 30 June 2006 audit. Issue of 500,000 options exercisable at 2.5 cents per share, expiring on 29 September 2008.

⁺ See chapter 19 for defined terms.

4	Do the securities rank equally in all respects from the date of allotment with an existing + class of quoted securities?	Yes.
	If the additional securities do not rank equally, please state: the date from which they do ٠ which the extent to they participate for the next dividend, of (in- the case $a -$ trust. distribution) or interest payment the extent to which they do not rank equally, other than ìn. relation to the next dividend, distribution or interest payment
5	Issue price or consideration	1,000,000 shares - 2 cents per share cash. Total \$20,000.
		$500,000$ shares $-2.5$ cents per share. Total \$12,500.
		Options issued for no cash consideration.
6	Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets)	1,000,000 fully paid ordinary shares to provide working capital for the Company and to finance potential acquisitions.
		500,000 fully paid ordinary shares in consideration for remaining 49% of business of Black Cat Films Pty Ltd.
		500,000 options in consideration for remaining 49% of business of Black Cat Films Pty Ltd.
7	Dates of entering "securities into uncertificated holdings or despatch of certificates	18 November 2005.
		Number	* Class

$+$ See chapter 19 for defined terms.

8	and + class of all Number *securities ASX. quoted on (including the securities in clause 2 if applicable)	Total 319,604,860 Comprising:	Ordinary Fully Paid Shares
		312,604,860	Fully paid ordinary shares
		1,000,000 escrow shares	Escrow ends 17 December 2005
		3,000,000 escrow shares	Escrow ends 29 March 2006
		2,500,000 escrow shares	Escrow ends 31 August 2006
		500,000 escrow shares	Escrow ends 31 August 2007

⁺ See chapter 19 for defined terms.

		Number	*Class
9	Number *class of all and	Total 12,050,000
	"securities not quoted on ASX	unlisted options as
	(including the securities in clause 2 if applicable)	follows:
		(a) $1,000,000$ Options exercisable at 16 cents	Options Over Fully Paid Ordinary Shares
		per share, issued on 29
		November 2001 and
		expiring 29 November
		2006
		(b) 3,550,000 Options	Options Over Fully
		exercisable at 5 cents per share, issued on 16	Paid Ordinary Shares
		January 2004 and
		expiring 16 January
		2009
		$(c) 5,000,000$ Options exercisable at 2.5	Options Over Fully Paid Ordinary Shares
		cents per share, issued
		on 18 August 2005
		and expiring 18
		August 2008
		$(c) 2,500,000$ Options	Options Over Fully
		exercisable at 2.5	Paid Ordinary Shares
		cents per share, issued
		on 29 September 2005
		and expiring 29
		September 2008
10	Dividend policy (in the case of a		Issued shares rank equally with all other Shares
	trust, distribution policy) on the	with respect to dividend policy.
	increased capital (interests)

Part 2 - Bonus issue or pro rata issue

11	holder approval $N/A$ security Is. required?
12	Is the issue renounceable or non- $N/A$ renounceable?
13	Ratio in which the "securities will $N/A$ be offered

$+$ See chapter 19 for defined terms.

• ^*Class of ^*securities to which the $N/A$ $14$ offer relates
• 15 *Record date determine $\mathop{\mathrm{to}}$ entitlements
• 16 Will holdings on different registers (or subregisters) be aggregated for calculating entitlements?
• 17 Policy for deciding entitlements in relation to fractions
• 18 Names of countries in which the $N/A$ entity has "security holders who will not be sent new issue documents

Note: Security holders must be told how their
entitlements are to be dealt with.

Cross reference: rule 7.7.

19 Closing date for receipt of acceptances or renunciations

$N/A$ $N/A$ $N/A$

$N/A$

⁺ See chapter 19 for defined terms.

20.	Names of any underwriters	N/A
21	Amount of any underwriting fee or commission	N/A
22	Names of any brokers to the issue	N/A
23.	Fee or commission payable to the	N/A
	broker to the issue
24	handling fee Amount of any	N/A
	payable to brokers who lodge
	acceptances or renunciations on
	behalf of *security holders
25.	If the issue is contingent on	N/A
	"security holders' approval, the
	date of the meeting
26.	Date entitlement and acceptance	N/A
	form and prospectus or Product
	Disclosure Statement will be sent to persons entitled
27	If the entity has issued options, and	N/A
	the terms entitle option holders to participate on exercise, the date on
	which notices will be sent to option
	holders
28.	Date rights trading will begin (if	N/A
	applicable)
29	Date rights trading will end (if $N/A$ )
	applicable)
30	How do *security holders sell their	N/A
	entitlements $in$ $full$ through a broker?
31	How do "security holders sell part	N/A
	of their entitlements through a broker and accept for the balance?

$+$ See chapter 19 for defined terms.

$\overline{\text{N/A}}$ 32 How do *security holders dispose of their entitlements (except by sale through a broker)?

33 ⁺Despatch date

177.ZL

$N/A$

Part 3 - Quotation of securities

You need only complete this section if you are applying for quotation of securities

• 34 Type of securities $(iick one)$
• $\left( a\right)$

Securities described in Part 1

All other securities

Example: restricted securities at the end of the escrowed period, partly paid securities that become fully paid, employee incentive share securities when restriction ends, securities issued on expiry or conversion of convertible securities

Entities that have ticked box 34(a)

Additional securities forming a new class of securities

documents	Tick to indicate you are providing the information or
35	If the + securities are + equity securities, the names of the 20 largest holders of the additional securities, and the number and percentage of additional securities held by those holders
36	If the "securities are "equity securities, a distribution schedule of the additional *securities setting out the number of holders in the categories $1 - 1,000$ $1.001 - 5.000$ $5,001 - 10,000$ 10,001 - 100.000 $100.001$ and over
37	A copy of any trust deed for the additional *securities

Entities that have ticked box 34(b)

38 Number of securities for which *quotation is sought

,我们也不会有一个人的事情。""我们的人们,我们也不会有一个人的人,我们也不会有一个人的人,我们也不会有一个人的人,我们也不会有一个人的人,我们也不会有一个人的 第一百一十一章 我们的人,我们的人们的人们,我们的人们的人们的人们,我们的人们的人们的人们,我们的人们的人们,我们的人们的人们,我们的人们的人们,我们的人们的人
,我们就会在这里的时候,我们就会 在这里的时候,我们就会在这里的时候,我们就会在这里的时候,我们就会在这里的时候,我们就会在这里的时候,我们就会在这里的时候,

⁺ See chapter 19 for defined terms.

• Class of *securities for which 39 quotation is sought
• 40 Do the ⁺securities rank equally in all respects from the date of allotment with an existing *class of quoted *securities?

If the additional securities do not rank equally, please state:

• the date from which they do
• the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment
• the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment
• 41 Reason for request for quotation now

Example: In the case of restricted securities, end of restriction period

(if issued upon conversion of another security, clearly identify that other security)

42 Number and *class of all *securities quoted on ASX (including the securities in clause 38)

	Number	*Class
Ś,
ь

+ See chapter 19 for defined terms.
-------------------------------------

Quotation agreement

• $\mathbf{I}$ *Ouotation of our additional *securities is in ASX's absolute discretion. ASX may quote the *securities on any conditions it decides.
• $\overline{2}$ We warrant the following to ASX.
• The issue of the *securities to be quoted complies with the law and is not for an illegal purpose.
• There is no reason why those *securities should not be granted *quotation.
• An offer of the "securities for sale within 12 months after their issue will not require disclosure under section $707(3)$ or section $1012C(6)$ of the Corporations Act.

Note: An entity may need to obtain appropriate warranties from subscribers for the securities in order to be able to give this warranty

• Section 724 or section 1016E of the Corporations Act does not apply to any applications received by us in relation to any *securities to be quoted and that no-one has any right to return any *securities to be quoted under sections 737, 738 or 1016F of the Corporations Act at the time that we request that the "securities be quoted.
• We warrant that if confirmation is required under section 1017F of the $\bullet$ Corporations Act in relation to the *securities to be quoted, it has been provided at the time that we request that the "securities be quoted.
• If we are a trust, we warrant that no person has the right to return the *securities to be quoted under section 1019B of the Corporations Act at the time that we request that the "securities be quoted.

$\overline{\text{+ See chapter 19}}$ for defined terms.

• $\overline{3}$ We will indemnify ASX to the fullest extent permitted by law in respect of any claim, action or expense arising from or connected with any breach of the warranties in this agreement.
• $\overline{4}$ We give ASX the information and documents required by this form. If any information or document not available now, will give it to ASX before *quotation of the "securities begins. We acknowledge that ASX is relying on the information and documents. We warrant that they are (will be) true and complete.

Sign here: ......................................

Print name: Cary Stynes....................................

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⁺ See chapter 19 for defined terms.