MEMPHASYS LIMITED. — Proxy Solicitation & Information Statement 2008

Apr 28, 2008

NUSEP LTD ABN 33 120 047 556

NOTICE OF GENERAL MEETING

Notice is given that a General Meeting of members of NuSep Ltd (Company) will be held at 22 Rodborough Rd, Frenchs Forest at 10 am on Friday, 30 May 2008.

Terms used in this Notice, including in the resolutions set out below, have the meanings ascribed to those terms in section 1 of the Explanatory Statement which accompanies and forms part of this Notice of Meeting.

BUSINESS

The resolutions set out below ( Resolutions ) relate to the issue of 500,000 Converting Notes pursuant to a Converting Note Offer dated 8 April 2008.

The Explanatory Statement describes the proposals in more detail and contains other important information in relation to the Resolutions.

Resolutions

Resolution 1 – Approval for Issue of Converting Notes

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

"That, for the purposes of Listing Rule 7.1 of the ASX Listing Rules and for all other purposes, approval is given for the Directors to allot and issue up to 500,000 Converting Notes at an issue price of $10.00 each, for the purposes and on the terms and conditions set out in the Explanatory Statement accompanying this Notice."

Resolution 2 – Approval for issue of Converting Notes to the Directors pursuant to the Underwriting Agreement

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

" That, for the purposes of Listing Rule 10.11 of the ASX Listing Rules, section 208 of the Corporations Act and for all other purposes, approval is given for the Company to issue up to 100,000 Converting Notes to the Directors of the Company pursuant to the Underwriting Agreement on the terms and conditions set out in the Explanatory Statement accompanying this Notice.”

(a) Voting Exclusion

In relation to Resolution 1, for the purposes of Listing Rule 7.3.8, the Company will offer Converting Notes to all holders of ordinary shares in priority to anyone else. The priority entitlement is at least 10% of the offer. The Company will limit the number of Converting Notes it issues to a Shareholder to the higher of 5% of all the Converting Notes being offered under the priority entitlement and the number the Shareholder would be entitled to under a pro-rata issue of all of Converting Notes.

The Company will disregard any votes cast on Resolution 2 by:

• (i) all Directors; and

• (ii) any associate of the Directors.

The Company need not disregard a vote on Resolution 2 if:

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

• (ii) it is cast by the person 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.

The references to "associate" means associates for the purposes of section 11 and sections 13 to 17 of the Corporations Act (applying section 13 as if it was not confined to associate references occurring in Chapter 7 of the Corporations Act).

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The Company will not disregard a vote on a Resolution if it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the directions on the proxy form.

NOTES

Who may vote

Under Regulation 7.11.37 of the Corporations Regulations 2001 , the Directors have determined that for the purposes of the meeting all ordinary shares in the Company will be taken to be held by the persons who held them as registered shareholders at 5pm AEST on 28 May 2008 ( Register Date ).

All holders of ordinary shares in the Company as at the Register Date are entitled to attend and vote at the meeting subject to the voting exclusion statement.

Proxies

Please note that:

• a member who is entitled to attend and cast a vote at the meeting may appoint a person as the member's proxy ( Proxy ) to attend and vote for the member at the meeting;

• the appointment may specify the proportion or number of votes that the Proxy may exercise;

• a member who is entitled to cast 2 or more votes at the meeting may appoint 2 Proxies and may specify the proportion or number of votes each Proxy is appointed to exercise;

• if the member appoints 2 Proxies and the appointment does not specify the proportion or number of the member's votes each Proxy may exercise, each Proxy may exercise half of the votes;

• if the member appoints one proxy only, that proxy is entitled to vote on a show of hands. If a member appoints 2 Proxies, only one proxy is entitled to vote on a show of hands;

• where 2 Proxies are appointed, any fractions of votes resulting from the appointment of 2 Proxies will be disregarded;

• a Proxy need not be a member of the Company; and

• a Form of Proxy accompanies this Notice of Meeting.

Unless the member specifically directs the Proxy how to vote, the Proxy may vote as he or she thinks fit or abstain from voting.

If you wish to appoint a Proxy, you should complete the attached "Form of Proxy" and comply with the instructions set out in that form relating to lodgement of the form with the Company.

The Form of Proxy must be signed by the member or his or her attorney duly authorised in writing or, if the member is a corporation, either signed by an authorised officer or attorney of the corporation or otherwise signed in accordance with the Corporations Act.

If any attorney or authorised officer signs the Form of Proxy on behalf of a member, the relevant power of attorney or other authority under which it is signed or a certified copy of that power or authority must be deposited with the Form of Proxy.

The Form of Proxy (together with any relevant authority) must be received NOT LATER THAN 48 hours before the time scheduled for the commencement of the meeting (or any adjournment of that meeting).

The completed Form of Proxy may be:

• mailed to the address on the Form of Proxy; or

• faxed to NuSep Ltd, attention Prakash Patel, Company Secretary, on facsimile number (02) 8977 9099.

3 NUSEP LTD

ABN 33 120 047 556

EXPLANATORY STATEMENT

This Explanatory Statement has been prepared to assist Shareholders of the Company in understanding the business to be put to Shareholders for their consideration at a general meeting to be held at 10am on Friday, 30 May 2008 ( Meeting ).

1. Definitions

ASX means the ASX Limited and includes any successor body.

Converting Notes means the converting notes being offered by the Company under the Converting Note Offer.

Converting Note Offer means the Offer made pursuant to the Short Form Prospectus issued by the Company dated 8 April 2008.

Corporations Act means the Corporations Act 2001 (Cth).

Directors means Mr Nicholas Caré, Mr John Manusu, Dr Choon Huat Lee, Dr Chenicheri Hariharan Nair and Mr Iain Sorrell in their capacity as director of the Company.

Listing Rule means the official ASX Listing rules.

Noteholder means the registered holder of a Converting Note.

Register Date means 5pm AEST 28 May 2008.

Shareholders means persons who held shares as registered shareholders as at the Register Date.

Underwriting Agreement means the underwriting agreement between the Company and the Directors dated 8 April 2008.

Any capitalised terms found in this Explanatory Statement and not included in this Section 1 have the same meaning as those defined terms contained in the Converting Note Offer.

2. Resolutions

Resolution 1

The Company is proposing to conduct a capital raising of up to $5 million by way of a Converting Note Offer. The summary of the terms of the Converting Notes are attached to this Explanatory Statement as Annexure A.

The Converting Note Offer is partially underwritten by the Directors of NuSep for the first $1 million.

Listing Rule 7.1 states that the Company must not (subject to certain exceptions) issue or agree to issue securities where such issue would cause the number of securities issued in the past 12 months to exceed 15% of its fully paid ordinary securities on issue 12 months before the date of the issue, without the prior approval of Shareholders.

For the purposes of determining the securities to be issued under Listing Rule 7.1 the Listing Rules state that each Converting Note will generally be calculated as the maximum number of ordinary shares into which it can be converted. If the Converting Notes are

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converted by the note holders and not repaid by the Company they will convert to a maximum of 40 fully paid ordinary shares for each 1 Converting Note.

The maximum number of Converting Notes to be issued pursuant the Converting Note Offer is 500,000 and the maximum number of Shares on issue (if all Converting Notes are converted) will increase from 21,746,840 to 41,746,840.

As this conversion will exceed 15% of the Company's existing issued share capital, Shareholder approval obtained in a general meeting is required for the issue and allotment of the Converting Notes.

By obtaining the approval of the Shareholders before any issue of the Converting Notes the Company is complying with the Listing Rules and will retain the flexibility to make future issues of securities up to the 15% threshold.

Listing Rule 7.3 requires that the following information be provided to Shareholders:

Maximum number of 500,000 Converting Notes. The maximum number of share which securities the entity will be issued if all the Converting Notes are converted is 20 million is to issue: shares.

Date of Issue: The issue of the Converting Notes will occur no later than 3 months after the date of this meeting. It is proposed that if the Converting Note Offer is approved, the allotment will take place on 3 June 2008.

Issue Price: $10 per Converting Note

Basis on which The Converting Notes Offer will be made to Shareholders and to investors will be the public. In the case of over-subscriptions, Shareholders will be identified or given priority before applications from investors are dealt with. selected:

Terms of securities: A summary of terms of the Converting Notes are contained in the term sheet attached as Annexure A to this Explanatory Statement. The complete note terms were released to the ASX on 8 April 2008.

Intended use of the The funds raised will be used to: funds raised:

1. Expand sales with a view of achieving profitability on a monthly basis by:

2. Expanding the sales and marketing of the precast gels, particularly in the US;

3. Growing the sales of the MF10 proteomics instrument; and

4. Expanding NuSep's product range by introducing new and innovative products;

5. Complete the development and achieve initial sales of the SpermSep CS10 by:

6. Undertaking the next clinical trial of the SpermSep CS10 instrument in order to commercialise this unit in the IVF market; and

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8. � Completing the development and launch of the SpermSep CS10 instrument for sale in the ICSI market.

Date of Allotment:

It is proposed that if the Converting Note Offer is approved, the allotment will take place on 3 June 2008.

Resolution 2

Listing Rule 10.11

This resolution is conditional on Resolution 1 being passed.

Listing Rule 10.11 provides that unless one of the exceptions in ASX Listing Rule 10.12 applies, an entity must not issue equity securities (including shares) to any of the following persons without the approval of holders of ordinary securities by ordinary resolution:

• (a) a related party; or

• (b) a person whose relationship with the entity or a related party is, in the ASX's opinion, such that approval should be obtained.

The Company has entered into an underwriting agreement with the Directors to underwrite the first $1 million of the Converting Note Offer. If the first $1 million of Converting Notes offered under the Converting Note Offer are not subscribed for, the Directors will subscribe for the shortfall. The Directors may therefore subscribe for and be issued up to 100,000 Converting Notes.

Accordingly, in order for the Directors to underwrite the Converting Note Offer and comply with Listing Rule 10.11, it is necessary to obtain the approval of shareholders by way of ordinary resolution.

Listing Rule 10.13 requires that the following information be provided to Shareholders:

Name of Person Mr Nicholas Caré, Mr John Manusu, Dr Choon Huat Lee, Dr Chenicheri Hariharan Nair and Mr Iain Sorrell Maximum number of 100,000 Converting Notes. The maximum number of share which securities to be will be issued if all the Converting Notes are converted is 4 million issued to the shares. people: Date of Issue: The issue of the Converting Notes will occur no later than 1 month after the date of this meeting. It is proposed that if the Converting Note Offer is approved, the allotment will take place on 3 June 2008. Issue Price: $10 per Converting Note Terms of securities: The terms of the Converting Notes are contained in the term sheet attached as Annexure A to this Explanatory Statement.

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Intended use of the funds raised:

The funds raised will be used to:

1. Expand sales with a view of achieving profitability on a monthly basis by:

2. Expanding the sales and marketing of the precast gels, particularly in the US;

3. Growing the sales of the MF10 proteomics instrument; and

4. Expanding NuSep's product range by introducing new and innovative products;

5. Complete the development and achieve initial sales of the SpermSep CS10 by:

6. Undertaking the next clinical trial of the SpermSep CS10 instrument in order to commercialise this unit in the IVF market; and

7. Completing the development and launch of the SpermSep CS10 instrument for sale in the ICSI market.

Chapter 2E of the Corporations Act prohibits a public company from giving a “financial benefit” to a “related party” (including directors) of the company unless:

• i. the giving of the financial benefit falls within one of the nominated exceptions; or

• ii. prior Shareholder approval is obtained consenting to the giving of the financial benefits.

The issue of Converting Notes to the Directors, pursuant to the Converting Note Offer and the Underwriting Agreement, may constitute a financial benefit to a related party of the Company within the meaning of Chapter 2E.

Shareholder approval under Chapter 2E of the Corporations Act is not required if the financial benefit is provided to the related party on terms that would be reasonable in the circumstances if the public company or entity and the related party were dealing at arm's length.

The Board has reasonably formed the view that the taking up of Converting Notes and entry into the Underwriting Agreement in this instance would be reasonable in the circumstances if the public company or entity and the related party were dealing at arm's length.

This view has been reached as the Converting Notes are to be offered to the public on the same basis as the Converting Notes under the Underwriting Agreement. The terms of the Underwriting Agreement are similar to the terms previously negotiated in relation to the Underwriting Agreement entered into by the Company for the Short Prospectus dated 8 August 2007. The Directors will receive a fee for underwriting the Converting Note Offer of $60,000.

The Directors have underwritten this issue to $1 million (100,000 Converting Notes) so as to give surety to NuSep that it will raise at least $1 million under the Converting Notes issue. In return for assuming this funding risk the Directors will be paid a 6% underwriting fee totaling $60,000. The Directors will be required to pay the full $10 value per Converting Note for any Notes that they are required to take up under the underwriting agreement on the same terms and conditions as all other Noteholders. Under the underwriting the Directors may be issued with up to 100,000 Convertible Notes. The conversion ratio for the Convertible Notes and a summary of all other terms of the Convertible Notes are contained in the term sheet attached as Annexure A to this Explanatory Statement.

Accordingly the Board believes shareholder approval for the purpose of Chapter 2E of the Corporations Act is not necessary but has elected to give the required disclosure in any event.

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Annexure A

Annexure A
Description of security	Unsecured Converting Notes with a 14% coupon.
Conversion Rate	Each Converting Note converts into 40 fully paid ordinary Shares in NuSep. This gives a conversion price of 25¢ per Share.
ASX Quotation	The Converting Notes will be listed on the ASX subject to the relevant Listing Rules.
Face Value	$10 per Converting Note. The Converting Notes will be denominated in Australian dollars (AUD$).
Coupon	14% per annum payable from the issue date in arrears on 31 March and 30 September of each year.
Term	Unless previously redeemed or converted, the Converting Notes will automatically be converted into Shares on 30 September 2011 (Conversion Date). NuSep has no right to convert early but the right to redeem the Converting Notes after the first anniversary of the Converting Notes being issued at each six month period ending 31 March and 30 September by giving prior written notice to Noteholders (Redemption Dates). After the first anniversary of the Converting Notes being issued, Noteholders will also have the right to convert their Converting Notes at any time (Noteholder Conversion) but Noteholders have no right to redeem early. If Noteholders do convert their Notes they forgo the interest from the last interest payment date before conversion.
Automatic Conversion	On the Conversion Date, each Converting Note will convert into 40 ordinary Shares in NuSep (giving a conversion price of 25¢ per Share).
Conversion by Noteholder	After the fist anniversary of the Converting Notes being issued, the Noteholder has the right to convert their Converting Notes into Shares at any time. Each Converting Note will convert into 40 ordinary Shares in NuSep. Noteholders may sell their Notes once they are listed on the ASX.
Early redemption by Company	The Company may redeem the Converting Notes early after the first anniversary of the Converting Notes being issued on each Redemption Date, in the event of a change of control (e.g. a takeover), tax event or clean up call (which may occur when less than 15% of the Converting Notes remain on issue).
Default Event	If a 'Default Event' occurs, then NuSep must redeem the Converting Notes. Default Eventmeans: (a) NuSep fails to pay the interest payments in accordance with the Converting Note terms; (b) the Shareholders of NuSep resolve in general meeting that NuSep be wound up; (c) a provisional liquidator is appointed to NuSep; (d) a courtmakes anorder forthewinding-up of NuSep (other

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	than an application which is being contested in good faith and is dismissed, set aside or withdrawn within 14 days); (e) an administrator of NuSep is appointed under sections 436A, 436B or 436C of the Corporations Act; (f) NuSep executes a deed of arrangement with its creditors generally; or (g) NuSep's Shares are suspended from trading on the ASX for more than 40 consecutive business days.
Converting Note Adjustments	The number of the Converting Notes shall be adjusted in the circumstances of a reconstruction of NuSep’s issued capital (including consolidation, subdivision or reduction of NuSep’s Share capital).
Ranking	The Converting Notes will constitute unsecured obligations of NuSep and will rank at all times pari passu among themselves and pari passu with all present and future unsecured obligations of NuSep..
Transferability	The Converting Notes will be freely transferable by Noteholders and subject to the Converting Notes gaining quotation on the ASX, the Converting Notes will be tradeable in accordance with the rules of the exchange.
Voting	Except as provided by the Corporations Act and Listing Rules, Noteholders will not be entitled to vote at meetings of ordinary Shareholders of NuSep in relation to the Converting Notes they hold.
No participation in Right Issues and Bonus Issues	Noteholders will not be entitled to participate in Right Issues and Bonus Issues of NuSep unless they convert their Converting Notes before the relevant record date.
Information	Noteholders shall be entitled to receive the same financial information as a holder of Shares. If the Converting Notes are quoted on the ASX, the Noteholders shall receive the same information as is disclosed to the market in accordance with the continuous disclosure obligations of the listing rules of the ASX.

NuSep Ltd ABN 33 120 047 556

General Meeting

PROXY FORM

Registered Office and Registration of this form to: 22 Rodborough Road Frenchs Forest NSW 2086 Telephone: (02) 8977 9000 Facsimile: (02) 8977 9099 www.NuSep.com

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Appointment of Proxy

If you intend to appoint a proxy to attend the NuSep Ltd General Meeting on your behalf, please complete this form and submit it in accordance with the directions overleaf.

I/We being a shareholder/shareholders of NuSep Ltd pursuant to my/our right to appoint not more than two proxies, appoint The Chairman of the Write here the name of the person you are � Meeting OR appointing if this person is someone other than (mark with an “X”) the Chairman of the Meeting. Write here the name of the other person you are or failing him/her appointing.

or failing him/her, (or if no proxy is specified above), the Chairman of the meeting, as my/our proxy to vote for me/us and on my/our behalf at the General Meeting to be held at the at 22 Rodborough Road on Friday 30 May 2008 at 10am and at any adjournment of that meeting. This proxy is to be used in respect of % of the ordinary shares I/we hold.

If the Chair of the meeting is appointed as your proxy, or may be appointed by default and you do not wish to direct your proxy how to vote as your proxy in respect of the resolutions please place a mark in the box. By marking this box, you acknowledge that the Chair of the meeting may exercise your proxy even if he has an interest in the outcome of the resolutions and votes cast by the Chair of the meeting � for the resolutions other than as proxy holder will be disregarded because of that interest. If you do not mark this box, and you have not directed your proxy how to vote, the Chair will not cast your votes on the resolutions and your votes will not be counted in calculating the required majority if a poll is called on these resolutions. The Chair intends to vote 100% of all open proxies in favour of all resolutions.

Voting directions to your proxy– please mark⌧to indicate your directions	Voting directions to your proxy– please mark⌧to indicate your directions
RESOLUTION	For	Against	Abstain*
1. Approval for Issue of Converting Notes	�	�	�
2. Approval for issue of Converting Notes to the Directors pursuant to the UnderwritingAgreement	�	�	�

• If you mark the Abstain box for a particular item, you are directing your proxy not to vote on your behalf on a show of hands or on a poll and your votes will not be counted in computing the required majority on a poll.

PLEASE SIGN HERE

This section must be signed in accordance with the instructions overleaf to enable your directions to be implemented. Executed in accordance with section 127 of the Corporations Act:

Individual or Shareholder 1 Joint Shareholder 2 Joint Shareholder 3 Sole Director & Sole Company Secretary Director Director / Company Secretary Dated this day of 2008

Contact Name Contact Business Telephone / Mobile

NuSep Ltd Proxy Form

INSTRUCTIONS FOR COMPLETING PROXY FORM

1. Your pre-printed name and address is as it appears on the share register of the Company. If you are Issuer Sponsored and this information is incorrect, please make the correction on the form, sign and return it. Security holders sponsored by a broker on the CHESS subregister should advise their broker of any changes. Please note, you cannot change ownership of your securities using this form.

2. Completion of a proxy form will not prevent individual shareholders from attending the Meeting in person if they wish. Where a shareholder completes and lodges a valid proxy form and attends the Meeting in person, then the proxy’s authority to speak and vote for that shareholder is suspended while the shareholder is present at the Meeting.

3. A shareholder of the Company entitled to attend and vote is entitled to appoint not more than two proxies. Where more than one proxy is appointed, each proxy must be appointed to represent a specified proportion of the shareholder’s voting rights. If the shareholder appoints two proxies and the appointment do not specify this proportion, each proxy may exercise half of the votes.

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

5. If you mark the abstain box for a particular item, you are directing your proxy not to vote on that item on a show of hands or on a poll and that your shares are not to be counted in computing the required majority on a poll.

6. If a representative of a company shareholder is to attend the Meeting, a properly executed original (or certified copy) of the appropriate “Certificate of Appointment of Corporate Representative” should be produced for admission to the Meeting. Previously lodged “Certificates of Appointment of Corporate Representative” will be disregarded by the Company.

7. If a representative as Power of Attorney of a shareholder is to attend the meeting, a properly executed original (or originally certified copy) of an appropriate Power of Attorney should be produced for admission to the Meeting. Previously lodged Powers of Attorney will be disregarded by the Company.

8. Signing Instructions

You must sign this form as follows in the spaces provided:

Individual: Where the holding is in one name, the holder must sign.

Joint Holding: Where the holding is in more than one name, all of the shareholders should sign.

Power of Attorney: If you are signing under a Power of Attorney, you must lodge an original or certified photocopy of the appropriate Power of Attorney with your completed Proxy Form.

Companies: Where the company has a Sole Director who is also the Sole Company Secretary, this form must be signed by that person.

If the company (pursuant to section 204A of the Corporations Act 2001) does not have a Company Secretary, a Sole Director can also sign alone.

Otherwise this form must be signed by a Director jointly with either another Director or a Company Secretary. Please indicate the office held by signing in the appropriate place.

9. Lodgement of a Proxy

This Proxy Form (and any Power of Attorney under which it is signed) must be received at the address below NOT LATER THAN 48 hours before the time scheduled for the commencement of the meeting (or any adjournment of that meeting). Any Proxy Form received after that time will not be valid for the scheduled meeting.

Postal address:

NuSep Ltd PO Box 6126 Frenchs Forest NSW 2086

In person at: NuSep Ltd 22 Rodborough Road Frenchs Forest NSW 2086

Fax number:

(02) 8977 9099