HARRIS TECHNOLOGY GROUP LIMITED — Capital/Financing Update 2009

Apr 6, 2009

THE SWISH GROUP LIMITED (ACN 085 545 973)

PROSPECTUS

For a non-renounceable pro-rata offer of one New Share for every two Shares at an issue price of 0.2 cents ($0.002) per New Share to raise up to $855,000

The Offer is made to holders of Shares in the capital of The Swish Group Limited

as at the Record Date 17 April 2009 .

The Offer is fully underwritten by Novus Capital Limited.

IMPORTANT NOTICE

T H I S D O C U M E N T I S I M P O R T A N T A N D S H O U L D B E R E A D I N I T S E N T I R E T Y . I F Y O U D O N O T U N D E R S T A N D I T S C O N T E N T S , Y O U S H O U L D C O N S U L T Y O U R S T O C K B R O K E R , A C C O U N T A N T O R O T H E R P R O F E S S I O N A L A D V I S E R W I T H O U T D E L A Y .

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IMPORTANT INFORMATION

Authorisation

This Prospectus is dated 7 April 2009 . A copy of this Prospectus was lodged with ASIC on the same date.

Neither ASIC nor ASX nor their respective officers takes any responsibility for the contents of this Prospectus.

The Offer contained in this Prospectus is a non-renounceable pro rata offer of shares in The Swish Group Limited ACN 085 545 973 ( Company or Swish Group ) to Shareholders of the Company. No person is authorised to give information or to make any representation in connection with the Offer or this Prospectus which is not contained in this Prospectus. Any such information or representation not so contained may not be relied upon as having been authorised by the Company.

This Prospectus does not constitute an offer in any place in which, or to any person to whom, it would not be lawful to make such an offer.

Expiry date

No New Shares will be allotted or issued on the basis of this Prospectus later than 13 months after the date of issue of this Prospectus. New Shares allotted or issued pursuant to this Prospectus will be allotted or issued on the terms and conditions set out in this Prospectus.

Glossary, currency and time

Certain terms and abbreviations used in this Prospectus have defined meanings, which are explained in section 6. All references to currency are to Australian dollars and all references to time are to Melbourne time, unless otherwise indicated.

Section 713

This Prospectus is an offer of continuously quoted securities of a corporation. This Prospectus contains all the information investors and their professional advisers would reasonably require to make an informed assessment of:

• (a) the effect of the Offer on the Company; and

• (b) the rights and liabilities attaching to the New Shares.

As a disclosing entity for the purposes of the Corporations Act, the Company is subject to regular reporting and disclosure obligations. Copies of documents lodged with ASIC in relation to the Company may be obtained from or inspected at an ASIC office.

The Company will make available to persons who request the following documents:

• (a) the annual financial report most recently lodged with ASIC by the Company;

• (b) any half year financial report lodged with ASIC by the Company after the lodgement of the annual financial report and before the lodgement of this Prospectus with ASIC; and

• (c) any continuous disclosure notices given by the Company after the lodgement of the annual financial report and before the lodgement of this Prospectus with ASIC.

Non-renounceable Entitlement

The Offer is non-renounceable which means that Shareholders will not be able to trade their Entitlements on ASX. Any part of an Entitlement due to a Shareholder not taken up, in whole or in part, will revert to the Underwriter to be dealt with under the terms of the Underwriting Agreement.

Risk factors

Potential investors should consider that the investment in the Company is speculative and should consult their professional advisers before deciding whether to apply for New Shares. A number of key risk factors that investors

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should consider are outlined in section 3 of this Prospectus.

Availability

This Prospectus will be issued in paper form and also as an electronic prospectus.

This Prospectus is available in electronic format at www.swishgroup.com.au. The Offer constituted by this Prospectus in electronic form is only available to eligible persons receiving this Prospectus in electronic form within Australia. Persons having received this Prospectus in electronic form may, during the Offer period, obtain a paper copy of this Prospectus (free of charge) by telephoning (03) 8844 5900. Applications for New Shares may only be made on the personalised Entitlement and Application Form which accompanies or is attached to a copy of this Prospectus in its paper form. The Corporations Act prohibits any person from passing on to another person an Entitlement and Application Form unless it is attached to or accompanied by a hard copy of this Prospectus or by the complete and unaltered electronic version of this Prospectus.

Decision to invest

This document is important and should be read in its entirety. If in doubt, you should consult your stockbroker, accountant or other professional adviser before deciding whether to invest.

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CORPORATE DIRECTORY

Directors

Mr Cary P Stynes Mr Stephen Layton Mr William (Bill) Graham Mr Gary Mackenzie

Secretary

Mr Cary P Stynes

Registered Office, Principal Place of Business and Address for Return of Acceptances

Level 1, 102 Toorak Road SOUTH YARRA VICTORIA 3141 Telephone (03) 8844 5900 Facsimile (03) 8844 5995

Share Registry

Computershare Investor Services Pty Limited GPO Box 505 MELBOURNE VIC 3001 Telephone 1300 756 163 (inside Australia) +61 3 9415 4393 (outside Australia)

Underwriter

Novus Capital Limited Level 24 Royal Exchange Building 56 Pitt Street Sydney NSW 2000

PROPOSED TIMETABLE

Lodgement of Appendix 3B with ASX	7 April 2009
Lodgement of Prospectus	7 April 2009
Notice containing Appendix 3B information sent to Shareholders	9 April 2009
New Shares quoted on ‘ex’ basis	9 April 2009
Record Date (for identifying Shareholders entitled to participate in Offer)	7:00 pm (Melbourne time) on 17 April 2009
Despatch of Prospectus to Shareholders	21 April 2009
Closing Date of the Offer	5:00pm (Melbourne time) on 5 May 2009
New Shares issued under the Offer quoted on a deferred settlement basis	8 May 2009
Notify ASX of under subscriptions for New Shares	9 May 2009
Despatch Date	13 May 2009

The above dates are indicative only and may change without notice subject to receipt of approval from ASX. The Company reserves the right to extend the Closing Date of the Offer without notice.

The Company may vary the dates and times of the Offer (including to close the Offer early) without notice. Accordingly, investors are encouraged to submit their applications as early as possible. Any extension or early closure of the Offer may impact on subsequent dates.

No securities will be issued on the basis of this Prospectus after 13 August 2009, being the expiry date of this Prospectus.

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CONTENTS

1.	Details of the Offer.................................................................................................................................. 5
2.	Continuous Disclosure Obligations......................................................................................................... 8
3.	ASX Announcements.............................................................................................................................. 8
4.	Additional information ........................................................................................................................... 11
4.1	Terms of the Shares ............................................................................................................................. 12
4.2	Current Directors................................................................................................................................... 13
4.3	Directors’ Interests................................................................................................................................ 13
4.3.1	Remuneration.................................................................................................................................... 13
4.3.2	Securities and Other Interests........................................................................................................... 13
4.4	Costs of the Offer.................................................................................................................................. 14
4.5	Taxation ................................................................................................................................................ 16
4.6	Privacy .................................................................................................................................................. 17
4.7	Electronic Prospectus ...........................................................................................................................18
5.	Directors’ Responsibility Statement...................................................................................................... 17
6.	Definitions ............................................................................................................................................. 17

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1. Details of the Offer

1.1 The Offer

This Prospectus contains a non-renounceable pro rata rights offer of one New Share for every two Shares held at the Record Date, at an issue price of 0.2 cents ($0.002) each. The New Shares will rank equally with all other Shares currently on issue in the Company.

The Company has applied to ASX for admission of the New Shares to Official Quotation.

The Company currently has 855,783,075 Shares on issue. Under the Offer, Shareholders registered as at the Record Date may apply for and be granted one New Share for every two Shares held as at the Record Date. Fractional entitlements to New Shares will be rounded down to the nearest whole New Share. Subject to the effect of rounding down, it is proposed that approximately 427,891,537 New Shares will be issued under the Offer, raising approximately $855,000 before the costs of the Offer.

The Offer can only be accepted by returning a completed Entitlement and Acceptance Form together with a cheque bank draft or money order for the amount payable for the New Shares applied for to:

• Computershare Investor Services

• GPO Box 505

• Melbourne VIC 3001

Personalised Entitlement and Acceptance Forms and a business reply paid envelope will be sent to Shareholders with a copy of this Prospectus.

The Offer is not renounceable. This means the rights of Shareholders to subscribe for New Shares pursuant to the Offer cannot be transferred or on-sold to another person. Any part of an Entitlement due to a Shareholder not taken up, in whole or in part, will revert to the Underwriter to be dealt with under the terms of the Underwriting Agreement.

. The Closing Date for the return of completed Entitlement and Acceptance Forms and application monies to Computershare Investor Services under the Offer is 5.00pm (Melbourne time) on 5 May 2009.

1.2 Purpose of the Offer

The funds raised by the Offer will used for the following purposes:

• (a) the further development of the Company’s existing businesses;

• (b) strategic and complimentary acquisitions as and when opportunities arise;

• (c) ongoing working capital requirements of the business; and

• (d) to meet the costs of the Offer.

1.3 Effect of the Offer on Swish Group

The effect of the Offer on Swish Group will be to:

• increase the funds available to be applied towards the activities described in Section 1.2; and

• alter the capital structure of Swish Group as described in Section 1.4.

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1.4 Effect on the Capital Structure of Swish Group

The table below depicts the effect on the capital structure of the Company (subject to fractional entitlements):

	Number of Shares
Existing share capital	855,783,075
New Shares issued under this Offer	427,891,537
Total Shares on issue following issue of New	1,283,674,612
Shares

If the Offer is fully subscribed, the Company will have 1,283,674,612 Shares, 260,302,342 Listed Options and 21,850,000 Unlisted Director, Executive and Employee Options on issue (disregarding rounding).

1.5 Return of Entitlement and Acceptance Form

All acceptances by Shareholders of the Offer must be made on the personalised Entitlement and Acceptance Form which accompanies this Prospectus. Instructions for completing and returning the Entitlement and Acceptance Form are set out on the form.

The completed Entitlement and Acceptance Form together with a cheque or bank draft for the application amount must be returned to the following address:

• Computershare Investor Services GPO Box 505

MELBOURNE VIC 3001

Applications must be received by no later than 5:00pm (Melbourne time) 5 May 2009, or such later date as the Company may specify. The Company accepts no responsibility for delayed or misdelivered Entitlement and Acceptance Forms or payments.

Cheques, bank drafts or money orders must be made payable to “The Swish Group Limited - Subscription Account ” and crossed “Not Negotiable”. Your cheque, bank draft or money order must be made in Australian currency and drawn on an Australian branch of a financial institution. Payments not properly drawn may be rejected

1.6 Payment of application monies

Entitlement and Acceptance Forms must be accompanied by a cheque, bank draft or money order for the amount payable for the New Shares applied for. The amount payable is calculated by multiplying the number of New Shares applied for by 0.2 cents ($0.002).

1.7

Further Information

If you have any questions about completing your personalised Entitlement and Acceptance form, or about the calculation of your Entitlement contact the Swish Group Limited Shareholder Information Line on 1300 756 163 (from within Australia), or on +61 3 9415 4393 (from outside Australia) at any time from 8.30am to 5.00pm Monday to Friday (Melbourne time) during the Offer Period. If you have any questions about any other part of the Offer, please contact your legal, investment or other professional adviser

1.8 Allotment and issue of New Shares

The allotment of New Shares to applicants will occur as soon as practicable after the Offer has closed. Thereafter, statements of shareholdings will be despatched. It is the responsibility of applicants to determine their allocation prior to trading in the Shares. Applicants trading New Shares before they

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receive their statements of shareholding will do so at their own risk. The Company may reject an application where payment of the application monies is not received or a cheque is not honoured, Subject to the requirements of the Corporations Act and the Listing Rules, the Directors reserve the right, at their discretion, to accept Entitlement and Acceptance Forms received after the Closing Date and/or to place Shares up to the maximum number referred to in this Prospectus after the Closing Date.

1.9 Underwriting

The Offer is fully underwritten by Novus Capital Limited ( Underwriter) . A summary of the Underwriting Agreement is contained in section 4.7. Pursuant to the Underwriting Agreement, the Underwriter is obliged to subscribe for all New Shares that are not taken up under the Offer.

1.10 No minimum subscription

The Offer has no minimum subscription. Shareholders will only be entitled to their Entitlements to New Shares under the Offer.

1.11 Overseas Shareholders

Applicants resident in countries outside Australia (with the exception of New Zealand) should consult their professional advisers as to whether any governmental or other consents are required or whether formalities need to be observed to enable them to acquire New Shares. Accordingly this Prospectus does not constitute an offer in any place in which, or to any person to whom, it would not be lawful to make such an offer. Return of a duly completed Entitlement and Acceptance Form or payment will be taken by the Company to constitute a representation that there has been no breach of such requirements. Shareholders who are nominees should seek independent advice as to how they should proceed.

1.12 Allotment

New Shares will be allotted and issued as soon as practicable after the Closing Date.

In accordance with the Corporations Act, all application monies shall, before allotment and issue of New Shares pursuant to this Prospectus, be held by the Company in trust in a bank account established solely for that purpose. Any interest earned on the acceptance money will be for the benefit of the Company and will be retained by it irrespective of whether allotment of the New Shares takes place.

1.13 ASX Listing

Application for Official Quotation of the New Shares offered by this Prospectus has been made. If the New Shares are not granted Official Quotation within three months of the Prospectus Date, all application monies in respect of the New Shares will be refunded without interest in accordance with the Corporations Act.

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2. ASX Listing, continuous disclosure and documents available for inspection

2.1

Continuous disclosure obligations

This Prospectus is issued by the Company in accordance with section 713 of the Corporations Act (a prospectus for continuously quoted securities).

Section 713 of the Corporations Act enables a company to issue a more concise prospectus in relation to offers of securities in a class which have been continuously quoted by ASX for the 12 months prior to the date of the prospectus.

In summary, a prospectus issued under section 713 of the Corporations Act is required to contain information in relation to the effect of the offer of securities on the company and the rights and liabilities attaching to the securities. As long as the Company has otherwise complied with its continuous disclosure obligations under the Corporations Act and the Listing Rules, it is not necessary to include general information in relation to all of the assets and liabilities, financial position, profits and losses or prospects of the Company in the Prospectus.

The Company is a disclosing entity for the purposes of the Corporations Act and is therefore subject to regular reporting and disclosure obligations under the Corporations Act and the Listing Rules. Those obligations require the Company to continuously notify ASX of information about specific events and matters as they arise for the purpose of ASX making the information available to the securities exchange conducted by ASX. The Company has an obligation under the Listing Rules (subject to certain limited exceptions) to notify ASX immediately of any information concerning the Company of which it becomes aware that a reasonable person would expect to have a material effect on the price or value of its Shares.

Having taken such precautions and having made such enquiries as it considers reasonable, the Company believes that it has complied with the general and specific requirements of the Corporations Act and ASX, as applicable from time to time, throughout the 12 months before the date of this Prospectus.

Copies of documents lodged with the ASIC in relation to Swish Group may be obtained from, or inspected at, an office of the ASIC.

Any person may request, and the Company will provide free of charge, a copy of each of the following documents during the application period of this Prospectus:

• (a) the financial statements of the Company for the financial year ended 30 June 2008 (2008 Annual Financial Report ), being the most recent annual financial report of the Company lodged with ASIC before the lodgment of this Prospectus with ASIC;

• (b) the latest half year financial report for the half year ended 31 December 2008 lodged with ASIC by the Company after lodgment of the 2008 Annual Financial Report and before lodgment of this Prospectus; and

• (c) any continuous disclosure notices given by the Company since the lodgment of the 2008 Annual Financial Report and before lodgment of this Prospectus. Continuous disclosure notices given by the Company since the lodgment of the 2008 Annual Financial Report to the Prospectus Date are listed in section 2.2 of this Prospectus.

2.2 ASX announcements

The following announcements (continuous disclosure notices) have been made by the Company to ASX since 22 September 2008 (i.e. date of lodgement with ASIC of the 2008 Annual Financial Report).

Date	Headline
20/03/2009	Change in substantial holding
20/03/2009	Capital Raising

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Date	Headline
20/03/2009	Notice under S708A Corps Act
20/03/2009	Appendix 3B
05/03/2009	EXTENDS ITS ORCHARD MUSIC CONTRACT TO COVER INDIA
03/03/2009	Ceasingto be a substantial holder
03/03/2009	Noticepursuant to section 708A(5)(e)of Corps Act 2001
03/03/2009	Appendix 3B
03/03/2009	ACQUIRES SALES AND MARKETING GROUP
27/02/2009	Half Year Financial Report
27/02/2009	Half YearlyReport and Accounts
29/01/2009	Appendix 4C -quarterly
12/01/2009	WORLDWIDE DIGITAL LICENSING AGREEMENT WITH GMM GRAMMY

Date	Headline
28/11/2008	Results of Annual General Meeting
28/11/2008	ManagingDirector's Address to Shareholders
19/11/2008	Appendix 3Y
13/11/2008	ACQUIRES BALANCE OF TORQUE COMMUNICATIONS BUSINESS
12/11/2008	ACQUIRES BALANCE OF TORQUE COMMUNICATIONS BUSINESS
31/10/2008	Appendix 4C -quarterly
27/10/2008	Annual Report to shareholders
27/10/2008	Notice of Annual General Meeting/ProxyForm
26/09/2008	AGREEMENT BETWEEN THE ORCHARD AND MYSPACE
22/09/2008	Full Year StatutoryAccounts
18/09/2008	Change in substantial holding
10/09/2008	LICENSING AGREEMENT WITH PLATINUM THAILAND
08/09/2008	Change of Director's Interest Notice
08/09/2008	ACQUIRES INDEPENDENT INTERNET TELEVISION NETWORK
02/09/2008	Change in substantial holding
02/09/2008	Change in substantial holding
02/09/2008	Change of Director's Interest Notice
02/09/2008	Notice under Section 708A Corporations Act
02/09/2008	Appendix 3B
22/08/2008	PreliminaryFinal Report
21/08/2008	AGREEMENT TO PRODUCE INDIAN FEATURE FILM IN USA
14/08/2008	Results of General Meeting
07/08/2008	SONY/ATV AGREEMENT WITH SWISH GROUP PARTNER THE ORCHARD
25/07/2008	Appendix 4C -quarterly
14/07/2008	Notice of General Meeting/ProxyForm
10/07/2008	AGREEMENT TO BE AN AUTHORISED IPHONE RESELLER
09/07/2008	Amended Appendix 3B
09/07/2008	Amended Appendix 3B New Issue Announcement
08/07/2008	AGREEMENT TO PRODUCE INDIAN FEATURE FILM IN USA
07/07/2008	Notice under s708 Corps Act
07/07/2008	Appendix 3B

Any person may request, and the Company will provide free of charge, a copy of any of the above announcements during the application period of this Prospectus.

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The Company may make further announcements to ASX from time to time. Copies of announcements are released by ASX on its website, www.asx.com.au , (ASX Code SWG), and will also be made available on the Company's website, www.swishgroup.com.au . Copies of announcements can also be obtained from the Company upon request.

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3. Risks

To appreciate the risk factors associated with an investment in the Company, this Prospectus should be read in its entirety. The risk factors outlined in this section and elsewhere in this Prospectus should be carefully considered by applicants when evaluating an investment in the Company.

Any of the risk factors set out in this section or any other risk factors identified in this Prospectus may materially affect the financial performance of the Company and the market price of the Shares. To that extent, the Shares carry no guarantee with respect to the payment of dividends, return on capital or return of capital.

Investors should note that risks are associated with any investment in the stock market. Returns from investments in the Company will depend on the conditions of the market as well as the performance of the Company. There are a number of risk factors, both relating to the general business environment and specific to the Company, which may adversely impact on the operating performance, financial position and prospects of the Company.

No account has been taken of the particular objectives, financial situation or needs of recipients of this Prospectus. Because of this, recipients of this Prospectus should have regard to their own objectives, financial situation and needs. Recipients should make their own independent investigation and assessment of the Company, its business, assets and liabilities, prospects and profits and losses, and the risks associated with investing in the Company. Independent expert advice should be sought before any decision is made to accept the Offer.

Risk factors include, but are not limited to, the following:

(a) General economic conditions

Any prolonged economic slowdown of global economies may impact on the number of members and subscribers the Company attracts.

(b) Market risk

The value of the Shares can be expected to fluctuate depending upon various factors including general worldwide economic, political and general stock market conditions as well as the performance of the Company. Inflation, currency fluctuation, interest rates, supply and demand and changes in legislation can affect operating costs and stock market values.

The New Shares carry no assurance about the payment of dividends, return of capital or the market value of the New Shares.

(c) Regulation

The Company may be adversely affected by changes in government policy or legislation. These changes may require the Company to hold more capital or incur other costs and any of these events may have an adverse impact on the financial performance and/or financial position of the Company.

(d) Foreign exchange risk

The Company is and will in the future be exposed to foreign exchange fluctuations. Foreign currency transactions are converted to Australian dollars at the rates of exchange applicable to the dates of the transactions.

(e) Technology risk

The Company is involved in a number of businesses that rely on new digital media technologies and accordingly the development and success of those technologies and the speed with which they are adopted is uncertain and various factors may impact on their adoption and acceptance by consumers.

(f) Capital requirements

Whilst the Company believes that that funds raised under this Prospectus will be sufficient to satisfy the immediate capital needs of the Company, there can be no assurances that the Company will not need to raise additional capital from equity and debt sources.

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4. Additional information

4.1 Rights attaching to the New Shares

The New Shares issued under this Prospectus will be fully paid ordinary shares in the Company and will have the same voting and other rights as the existing Shares of the Company. The rights attaching to Shares in the Company are set out in the Constitution, the Listing Rules and the Corporations Act. The Constitution has been lodged with ASIC. The Constitution contains provisions common for public companies in Australia and is taken to be included in this Prospectus by the operation of section 712 of the Corporations Act. Any person may request, and the Company will provide free of charge, a copy of the Constitution during the application period of the Prospectus.

All New Shares issued under this Prospectus will rank pari passu in all respects with, and will have the same terms as, the Company’s then issued Shares.

A summary of the more significant rights attaching to the Shares is set out below. This summary is not exhaustive nor does it constitute a definitive statement of the rights and liabilities of Shareholders.

(a) Voting Rights

Every holder of Shares present in person or by proxy, attorney or representative at a meeting of Shareholders has one vote on a vote taken by a show of hands, and, on a poll every holder of Shares who is present in person or by proxy, attorney or representative has one vote for every fully paid Share held by him or her, and a proportionate vote for every partly paid Share, registered in such Shareholder's name on the Company's Share register.

(b) Dividends

Dividends are payable out of the Company's profits and are declared or determined to be payable by the Directors. Dividends declared will be payable on the Shares at a fixed amount per Share.

(c) Transfer of Shares

A Shareholder may transfer Shares by a market transfer in accordance with any computerised or electronic system established or recognised by ASX or in any other usual form or in any form approved by the Directors.

(d) Meetings and notice

Each Shareholder is entitled to receive notice of and to attend general meetings of the Company and to receive all notices, accounts and other documents required to be sent to Shareholders under the Constitution, the Corporations Act or the Listing Rules.

(e) Winding up

If the Company is wound up, then subject to any special or preferential rights attaching to any class of Shares, Shareholders will be entitled to participate in any surplus assets of the Company in proportion to the capital paid up on their Shares when the winding up begins.

(f) Variation of rights

The rights attached to Shares cannot be varied, whether or not the Company is being wound up, without the consent in writing of the holders of 75% of the issued Shares, or with the sanction of a special resolution passed at a separate general meeting of Shareholders.

(g) Variation of Constitution

The Constitution can only be varied by special resolution passed by at least 75% of Shareholders present (and entitled to vote) at a general meeting.

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4.2 Current Directors

The Directors of the Company at the date of this Prospectus are:

• Cary P Stynes

• Stephen Layton

• William (Bill) Graham

• Gary Mackenzie

4.3

Directors’ Interests

Except as disclosed in the Prospectus, no Director or proposed Director has, or has had within two years of lodgement of this Prospectus with ASIC, any interest in

• (a) the formation or promotion of the Company; or

• (b) any property acquired or proposed to be acquired by the Company in connection with its formation or promotion or the Offer; or

• (c) the Offer.

4.4 Remuneration

Directors are entitled to receive directors’ fees and other remuneration (which may include consulting fees) from the Company in relation to services provided to the Company. Details of the remuneration paid to Directors to 30 June 2008 are set out in the 2008 Annual Financial Report referred to in section 2 of this Prospectus. The table below sets out details of the remuneration received by or payable to current Directors as fees and executive service remuneration in the past two years (July 2006 to June 2008).

	Director Cary P Stynes Stephen Layton William (Bill) Graham Gary Mackenzie	Directors fees $ Other remuneration $ $ 0 $272,000- $35,000 - $35,000 - $0 $180,000

Except as disclosed in this Prospectus, no person has paid or agreed to pay any amount to any Director or has given or agreed to give any benefit to any Director, to induce the Director to become, or to qualify as, a Director of the Company or otherwise for services rendered by the Director in connection with the formation or promotion of the Company or the Offer.

4.5 Securities and Other Interests

As at the date of this Prospectus, the Directors' direct and indirect interests in Shares and Options of Swish Group are as follows:

	Director Cary P Stynes Stephen Layton William (Bill) Graham Gary Mackenzie	Shares Options 103,910,089 41,485,000 90,520,000 39,760,000 27,346,840 2,000,000 16,213,026 2,000,000

Directors with direct or indirect interests in Shares are able to participate in the Offer. If the Directors each participate to the maximum extent permissible then their respective interests will increase and upon issue of the New Shares they will have the following holdings (assuming that they do not exercise any of their Options):

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	Director Cary P Stynes Stephen Layton William (Bill) Graham Gary Mackenzie	Shares Options 155,865,133 41,485,000 135,780,000 39,760,000 41,020,260 2,000,000 24,319,539 2,000,000

4.6 Disclosure of interests and fees

Except as disclosed in this Prospectus, no person named in this Prospectus as performing a function in a professional, advisory or other capacity in connection with the preparation or distribution of this Prospectus holds or has held at any time within two years before lodgement of this Prospectus with ASIC any interest in:

• (a) the formation or promotion of the Company;

• (b) property acquired or proposed to be acquired by the Company in connection with its formation or promotion or the Offer; or

• (c) the Offer,

and no amounts have been paid or agreed to be paid and no benefits have been given or agreed to be given to any of those persons for services rendered by him or her in connection with the formation or promotion of the Company or the Offer.

4.7 Summary of Underwriting Agreement

The Company and the Underwriter have entered into an underwriting agreement dated 7 April 2009 ( Underwriting Agreement ) pursuant to which the Underwriter has agreed to underwrite the Offer. The Underwriter may appoint sub-underwriters to assist in the performance of its obligations.

(a) Fees and indemnity

In consideration of the Underwriter performing its obligations under the Underwriting Agreement, the Company has agreed to pay a cash underwriting fee of 6% of the gross proceeds of the Offer. Fees payable to sub-underwriters will be at the sole discretion of the Underwriter. The Company will not be responsible for the payment of any fees to sub-underwriters.

Subject to certain exclusions relating to negligence, fraud, wilful default or breach of the Underwriting Agreement, the Company has agreed to indemnify the Underwriter against all claims, demands, damages, losses, costs, expenses and liabilities incurred directly or indirectly as a result of the Offer.

(b) Representations, warranties and undertakings

Under the Underwriting Agreement, the Company gives certain representations, warranties and undertakings in a form that is usual for agreements of this kind, including those described below.

The Underwriting Agreement contains various obligations on the Company, including that the Company must not, without the prior written consent of the Underwriter, at any time after the date of the Underwriting Agreement, allot or agree to allot or indicate in any way that it may or will allot any Shares or other securities convertible into or exchangeable for equity securities other than pursuant to an employee share or option plan implemented by the Company or as contemplated under the Prospectus. The Company has also undertaken to ensure that the Prospectus and the Offer comply in all material respects with all applicable laws and the Listing Rules

(c) Cessation of Underwriter's obligations

The obligations and liability of the Underwriter under the Underwriting Agreement cease on the first to occur of:

(i) the Company receiving valid applications for all of the underwritten Shares;

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• (ii) the Company closing the Offer before the maximum subscription is received (other than as agreed with the Underwriter);

• (iii) the Company closing the Offer or ceasing to accept valid applications without the Underwriter's consent;

• (iv) the Underwriter discharging all of its obligations under the Underwriting Agreement; or

• (v) the Underwriter terminating the Underwriting Agreement.

(d) Termination events

The Underwriter may terminate the Underwriting Agreement at any time after the date of the Underwriting Agreement by written notice to the Company if any one or more of the following occurs:

• (i) a material statement in the Prospectus is found to be misleading or deceptive, or a matter is omitted from the Prospectus;

• (ii) any of the following notifications are made in relation to the Offer or this Prospectus:

• a. ASIC issues an order under section 739 of the Corporations Act;

• b. an application is made by ASIC for an order under Part 9.5 of the Corporations Act in relation to the Offer or this Prospectus or ASIC commences any investigation or hearing under Part 4 of the Australian Securities and Investments Commission Act 2001 (Cth);

• c. any person gives a notice under section 733(3) of the Corporations Act or any person who has previously consented to the inclusion of its name in this Prospectus or to be named in this Prospectus withdraws that consent; or

• d. any person gives notice under section 730 of the Corporations Act;

• (iii) a supplementary or replacement prospectus is lodged under the Corporations Act without the consent of the Underwriter;

• (iv) any material adverse change occurs in the condition, financial position or prospects of the Company;

• (v) a contravention by the Company of the Corporations Act, the Constitution, the Listing Rules or any other legislation;

• (vi) a market bid is withdrawn in accordance with section 652C of the Corporations Act;

• (vii) an insolvency event occurs;

• (viii) the Company is in breach of the Underwriting Agreement;

• (ix) the Company contravenes any applicable laws in relation to the Offer including the Corporations Act and the Listing Rules;

• (x) approval of the Official Quotation of all of the New Shares is refused, not granted or subsequently withdrawn;

• (xi) any warranty given by the Company is not true or has ceased to be true in any respect;

• (xii) any officer of the Company is charged with or convicted of any criminal offence including fraudulent or dishonest conduct;

• (xiii) the Company alters, or announces an intention to alter, its capital structure or the Constitution without the prior consent of the Underwriter;

• (xiv) the Company gives security in favour of a person who is not a security holder at the date of the Underwriting Agreement;

• (xv) any information that was supplied to the Underwriter at any time by the Company in respect of the Company or the Offer is or becomes misleading or deceptive or contains a material omission;

• (xvi) hostilities not presently existing commence or escalation in existing hostilities (whether war has been declared or not) or a terrorist act is committed involving any one or more of Australia, New Zealand, the United Kingdom, the United States of America, the People's Republic of China (including Hong Kong), the countries of the former USSR (excluding war or hostilities within those countries), Indonesia or Japan;

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• (xvii) the Australian government adopts or announces any change in any applicable laws or governmental policies;

• (xviii) three months or such other period agreed by the Underwriter elapses after the Prospectus Date without ASX granting Official Quotation of the New Shares;

• (xix) any grant by ASX is withdrawn;

• (xx) breach of undertakings or statements made in the Underwriting Agreement;

• (xxi) the Company withdraws the Prospectus;

• (xxii) there is a significant change to the composition of the Board or management of the Company without the approval of the Underwriter;

• (xxiii) a judgment in an amount exceeding $250,000 is obtained against the Company and is not set aside or satisfied within five business days;

• (xxiv) any circumstance arises after the Prospectus is lodged as a result of which the Company is required to either repay the money received from applicants or offer to applicants an opportunity to withdraw their applications and receive a refund of their application money;

• (xxv) the All Ordinaries Index of ASX is at any time on any three consecutive business days prior to allotment of the New Shares 85% or less of the level that index attained at the close of trading on the business day before the date of signing the Underwriting Agreement; or

• (xxvi) arrangements with an entity acting as sub-underwriter cease or are terminated.

An event listed in paragraphs (iv), (v), (vi), (viii), (ix). (xi), (xiii). (xiv), (xvi) and (xvii), above does not entitle the Underwriter to terminate its obligations under the Underwriting Agreement unless it reasonably believes that the event will materially and adversely affect the Company or the Offer.

4.8 Share trading history

The highest, lowest and last closing market sale prices of the Shares on ASX during the three months immediately preceding the date of lodgement of this Prospectus with ASIC and the respective dates of those sales are set out in the table below.

	Price Date
Highest Lowest Last	0.5 cents 19 February 2009 0.2 cents 25 March 2009 0.3 cents 2 April 2009

4.9 Costs of the Offer

The estimated costs of the Offer (legal, printing, postage and despatch costs and administrative fees) are $55,000.

4.10 Legal proceedings

The Directors are not aware of any litigation of a material nature pending or threatened, which may significantly affect the Company .

4.11 Taxation

Recipients of the Offer should seek and obtain taxation advice before applying for New Shares so that they may first satisfy themselves of any taxation implications associated with acquiring New Shares under the Offer and of any subsequent sale of New Shares. Neither the Company nor any of its officers accepts any liability or responsibility in respect of the taxation consequences of subscribing for New Shares under the Offer or any other taxation consequences connected with an investment in the Company.

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4.12 Privacy

Personal information is collected on the Entitlement and Application Forms by the Company and its Share Registrar for maintaining registers of security holders, facilitating distribution payments and other corporate actions and communications. As the investor is a Shareholder, the Company and the Share Registry already hold personal information of the investor. If Shareholders apply for New Shares under the Offer, the Company and the Share Registry may update that personal information or collect additional personal information. Applications might not be processed efficiently, or at all, if the information requested is not provided. Personal information about applicants may be disclosed to external service providers such as print or mail service providers as required or permitted by law.

An applicant who would like details of their personal information held by the Company or its Share Registry, or who would like to correct information that is incorrect or out of date, should contact the Share Registry's Privacy Officer at the address shown in the Corporate Directory on page [2] . In accordance with the Corporations Act, applicants may be sent material (including marketing material) in addition to general corporate communications. Applicants may elect not to receive marketing material by contacting the Share Registry's Privacy Officer. Applicants can also request access to, or corrections of, personal information held by the Company by writing to the Company.

4.13 Consents

Each of the parties referred to in this section 4.13:

• (a) does not make, or purport to make, any statement in this Prospectus or on which a statement made in the Prospectus is based other than as specified in the Prospectus;

• (b) to the maximum extent permitted by law, expressly disclaims and takes no responsibility for any part of this Prospectus other than a reference to its name and a statement included in this Prospectus with the consent of that party as specified in this section.

Each of the following has consented to being named in the Prospectus in the capacity noted below and has not withdrawn their consent prior to the lodgement of this Prospectus with ASIC:

• (a) HWL Ebsworth as solicitors to the Offer;

• (b) Computershare Investor Services Pty Limited as Share Registrar; and

• (c) Novus Capital Limited as underwriter to the Offer.

There are persons referred to elsewhere in this Prospectus who are not experts and who have not made statements included in this Prospectus, nor are there any statements made in this Prospectus on the basis of any statements made by those persons. These persons did not consent to being named in the Prospectus and did not authorise or cause the issue of the Prospectus.

5. Directors’ Responsibility Statement

The Directors of the Company have authorised the lodgement of this Prospectus with the ASIC.

Cary P Stynes Managing Director

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6. Definitions

2008 Annual Financial Report ASIC ASX Closing Date Company Constitution Corporations Act Entitlement Entitlement and Acceptance Form Listed Options Listing Rules New Share Offer Official Quotation Option Prospectus Prospectus Date Record Date Share Share Registry Shareholder Swish Group Underwriter Underwriting Agreement Unlisted Director, Executive and Employee Options

The annual financial report and financial statements of the Company for the financial period ending 30 June 2008 Australian Securities & Investments Commission ASX Limited 5 May 2009 The Swish Group Limited ACN 085 545 973 Constitution of the Company _Corporations Act_2001 (Cth) The entitlement to one New Share for every two Shares held at 7:00pm (Melbourne time) on the Record Date Form attached to this Prospectus through with an application for New Shares can be made 260,302,342 Listed Options exercisable at 2 cents (0.2 cents) per Share on or before 31 January 2010 The listing rules of ASX One Share to be issued pursuant to the Offer under this Prospectus The non-renounceable pro-rata offer of one New Share for every two Shares held by Shareholders at an issue price of 0.2 cents ($0.002) per New Share to raise up to approximately $855,000 In relation to a Shares, officially quoted on ASX Option to acquire a fully paid Share in the capital of the Company This document 7 April 2009 17 April 2009 One fully paid ordinary share in the capital of the Company Computershare Investor Services Pty Limited Holder of Shares The Swish Group Limited ACN 085 545 973 Novus Capital Limited ACN 006 711 995 The underwriting agreement between the Company and the Underwriter dated 7 April 2009 21,850,000 Unlisted Director, Executive and Employee Options exercisable at 2 cents (0.02 cents) per Option on or before 30 November 2011

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