MEMPHASYS LIMITED. — Director's Dealing 2008

Jul 9, 2008

9 July 2008

Emma Badhni Senior Adviser, Issuers Level 1 20 Bridge Street Sydney, NSW 2000

Dear Emma

ASX Query - Appendix 3Y

We respond to the questions raised in your letter dated 8 July 2008, in the same order as the numbering used in that jetter.

1. The Appendix 3Y in question related to 190,000 shares in NuSep Ltd, purchased by Mr John Manusu between the period 26 June 2008 and 2 July 2008. Notification of the purchase of the shares via the Appendix 3Y was unfortunately lodged late with respect to the shares purchased on 26 June 2008, all of the other purchases referred to in this notification were notified within the 5 business days period.

The reason for the late lodgement of the Appendix 3Y was the documents relating to this purchase was inadvertently delaved and not forwarded to the Company Secretary within the specified time period. The non-notification was discovered when subsequent acquisitions were notified to the Company Secretary, within the specified time period.

• 1. The Company has contracted with each Director to ensure each Director is fully conversant with the obligations required by listing rule 3.19A, In addition, the responsibilities and obligations of Directors under listing rule 3.19A are regularly reconfirmed.
• 1. The Company has contracted with each Director to ensure each Director is fully conversant with the obligations required by listing rule 3.19B. In addition, the responsibilities and obligations of Directors under listing rule 3.19B are regularly reconfirmed.

Yours sincerely,

Prakash Patel Company Secretary

NuSep Ltd 22 Rodborough Rd Frenchs Forest NSW 2086 Postal Address P.O. Box 6126 Fronchs Forest NSW 2086

Contact Details Telephone +61 2 8977 9000 Facsimile +61 2 8977 9099 Email info@nusop.com Web www.nusep.com ABN 33 120 047 556

8 July 2008

Mr Prakash Patel Company Secretary NuSep Ltd 22 Rodborough Road Frenchs Forest NSW 2086

By e-mail: prakash.patel@nusep.com

ASX Limited ABN 98 008 624 691 Exchange Centro Level 1, 20 Bridge Street Sydney NSW 2000

PO Box H224 Australia Squara NSW 1215

Telephone 61 (02) 9227 0305 Facsimile 61 (02) 9241 7620 Internet http://www.asx.com.au DX 10427 Stock Exchange Sydney

Dear Prakash

NuSep Limited (the "Company") Appendix 3Y - Change of Director's Interest Notice

We refer to the following;

• 1. The Appendix 3Y lodged by the Company with ASX Limited ("ASX") on 7 July 2008 for Mr John Manusu.
• 1. Listing rule 3.19A.2 which requires an entity to tell ASX the following:

A change to a notifiable interest of a director of the entity (or in the case of a trust, a director of the responsible entity of the trust). The entity must complete Appendix 3Y and give it to ASX no more than 5 business days after the change occurs.

1. Listing rule 3.19B which states as follows.

An entity must make such arrangements as are necessary with a director of the entity (or in the case of a trust, a director of the responsible entity of the trust) to ensure that the director discloses to the entity all the information required by the entity to give ASX completed Appendices 3X, 3Y and 3Z within the time period allowed by listing rule 3.19.A. The entity must enforce the arrangements with the director.

1. The Companies Update dated 27 June 2008, reminding listed entities of their obligation to notify ASX within 5 business days of the notifiable interests in securities held by each director and outlining the action that ASX would take in relation to breaches of listings rules 3.19A and 3.19B.

The Appendix 3Y indicated that a change in the director's relevant interests occurred between 26 June 2008 and 2 July 2008. It appears that the Appendix 3Y should have been lodged with ASX by 3 July 2008. Consequently, the Company may be in breach of listing rules 3.19A and/or 3.19B.

Please note that ASX is required to record details of breaches of the listing rules by listed companies for its reporting requirements.

ASX reminds the Company of its contract with ASX to comply with the listing rules. In the circumstances ASX considers that it is appropriate that the Company make necessary arrangements to ensure there is not a reoccurrence of a breach of the listing rules.

Having regard to listing rules 3.19A and 3.19B and Guidance Note 22: "Director Disclosure of Interests and Transactions in Securities - Obligations of Listed Entities", we ask that you answer each of the following questions;

• $1.$ Please explain why the Appendix 3Y was lodged late.
• What arrangements does the Company have in place with its directors to ensure that it is able to $2.$ meet its disclosure obligations under listing rule 3.19A?
• $\overline{3}$ If the current arrangements are inadequate or not being enforced, what additional steps does the Company intend to take to ensure compliance with listing rule 3.19B?

Your response should be sent to me by e-mail at emma.badhni@asx.com.au or by facsimile on facsimile number (02) 9241 7620. It should not be sent to the Company Announcements Office.

A response is requested as soon as possible and, in any event, not later than half an hour before the start of trading (ie before 9.30 a.m. A.E.S.T.) on Thursday, 10 July 2008.

Under listing rule 18.7A, a copy of this query and your response will be released to the market, so your response should be in a form suitable for release and must separately address each of the questions asked. If you have any queries or concerns, please contact me immediately.

Yours sincerely,

(Sent electronically without signature)

Emma Badhni Senlor Adviser, Issuers (Sydney)

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