RAIDEN RESOURCES LIMITED — AGM Information 2006

Oct 30, 2006

31 October 2006

Company Announcements Office Australian Stock Exchange Ltd Sydney 2000

RE: Notice of Annual General Meeting (ASX: MDM)

The Directors are pleased to announce that the Annual General Meeting of Medical Monitors Limited will be held on 30 November, 2006, as outlined in the attached Notice of Meeting.

Dr Allan Shell Managing Director

Medical Monitors Limited Suite 407 Office Tower Westfield Eastgardens Eastgardens NSW 2036 Australia Tel 02 9344 8100 Fax 02 9344 8200

MEDICAL MONITORS LIMITED ABN 68 009 161 522

NOTICE OF ANNUAL GENERAL MEETING

TIME: 10:00am (EST)

DATE: 30 November 2006

PLACE: The Conference Room Bonnie Doon Golf Club Banks Ave Pagewood (Sydney) NSW

This is an important document. Please read it carefully. If there is any matter that you do not understand, you should contact your financial adviser, stockbroker or solicitor.

CONTENTS PAGE

Notice of Annual General Meeting (setting out the proposed resolution)	З
Explanatory Statement (explaining the proposed resolution)	6
Glossary	15
Proxy Form	19

TIME AND PLACE OF MEETING AND HOW TO VOTE

VENUE

A General Meeting of the shareholders of Medical Monitors will be held at:

The Conference Room, Bonnie Doon Golf Club, Banks Ave, Pagewood, NSW, at 10:00am (EST) on Thursday, 30 November 2006

HOW TO VOTE

You may vote by attending the meeting in person, by proxy or authorised representative.

VOTING IN PERSON

To vote in person, attend the meeting on the date and at the place set out above. The meeting will commence at 10:00am (EST).

VOTING BY PROXY

To vote by proxy, please complete and sign the proxy form enclosed and either:

• send the proxy form by facsimile to the Company on facsimile number (02) 9344 8200 (International: +61 2 9344 8200); or
• deliver to the Company's Registered Office at Suite 407, Westfield Office Tower, Eastgardens, New South Wales,

so that it is received not later than 10:00am (EST) on 28 November 2006.

Proxy forms received later than this time will be invalid.

SECTION 1 - NOTICE OF ANNUAL GENERAL MEETING

Notice is given that a general meeting of shareholders of Medical Monitors Limited (Company) will be held at The Conference Room, Bonnie Doon Golf Club, Pagewood, NSW, at 10:00am (EST) on 30 November 2006.

The Explanatory Statement which accompanies and forms part of this Notice describes the matters to be considered at the Annual General Meeting.

Terms and abbreviations used in this Notice of Meeting and Explanatory Statement are defined in the Glossary.

AGENDA

Adoption of the Annual Financial Report

To receive the Annual Financial Report, including Directors' declarations and accompanying reports of the Directors and Auditors for the financial year ended 30 June 2006.

$\mathbf{1}$ . RESOLUTION 1 - ADOPTION OF THE REMUNERATION REPORT

To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution:

"That, for the purposes of Section 250R(2) of the Corporations Act and for all other purposes, approval is given to the adoption of the Remuneration Report as contained in the Company's financial report for the year ended 30 June 2006."

Short Explanation: The vote on this resolution is advisory only and does not bind the Directors or the Company.

$2.$ RESOLUTION 2 - RE-ELECTION OF MR BORIS PATKIN

To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution:

"That, for all purposes, Mr Boris Patkin, being a Director of the Company who retires pursuant to clause 11.1.3 of the Constitution of the Company and being eligible is re-elected as a Director."

$3.$ RESOLUTION 3 - ISSUE OF SHARES TO DR ALLAN SHELL

To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution:

"That, for the purposes of ASX Listing Rule 10.11 and Section 208 of the Corporations Act and for all other purposes, the Company approves and authorises the issue of 150,000 Shares at a deemed issue price of 20 cents each to Dr Allan Shell in payment of outstanding directors (Chairman) fees on the terms and conditions set out in the Explanatory Statement accompanying this Notice of Meeting."

Short Explanation: The ASX Listing Rules require the Company to seek Shareholder approval prior to the issue of securities to a related party. Under the Corporations Act,

the provision of any financial benefit requires shareholder approval pursuant to the related party provisions (Part 2E). Dr Allan Shell is a related party of the Company by virtue of the fact that he is a Director.

Voting Exclusion: The Company will disregard any votes cast on this Resolution by Dr Allan Shell and any of his associates.

4. RESOLUTION 4 - ISSUE OF SHARES TO JOHN GENNER

To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution:

"That, for the purposes of ASX Listing Rule 10.11 and Section 208 of the Corporations Act and for all other purposes, the Company approves and authorises the issue of 90,000 Shares at a deemed issue price of 20 cents each to Mr John Genner in payment of outstanding directors fees on the terms and conditions set out in the Explanatory Statement accompanying this Notice of Meeting."

Short Explanation: The ASX Listing Rules require the Company to seek Shareholder approval prior to the issue of securities to a related party. Under the Corporations Act, the provision of any financial benefit requires shareholder approval pursuant to the related party provisions (Part 2E). Mr John Genner is a related party of the Company by virtue of the fact that he is a Director.

Voting Exclusion: The Company will disregard any votes cast on this Resolution by Mr John Genner and any of his associates.

$\overline{\mathbf{5}}$ . RESOLUTION 5 - ISSUE OF SHARES TO NEVILLE BUCH

To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution:

"That, for the purposes of ASX Listing Rule 10.11 and Section 208 of the Corporations Act and for all other purposes, the Company approves and authorises the issue of 90,000 Shares at a deemed issued price of 20 cents each to Mr Neville Buch in payment of outstanding directors fees on the terms and conditions set out in the Explanatory Statement accompanying this Notice of Meeting."

Short Explanation: The ASX Listing Rules require the Company to seek Shareholder approval prior to the issue of securities to a related party. Under the Corporations Act, the provision of any financial benefit requires shareholder approval pursuant to the related party provisions (Part 2E). Mr Neville Buch is a related party of the Company by virtue of the fact that he is a Director.

Voting Exclusion: The Company will disregard any votes cast on this Resolution by Mr Neville Buch and any of his associates.

RESOLUTION 6 - CHANGE IN SCALE $\mathbf{A}$

To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution:

"That, for the purposes of ASX Listing Rule 11.2 and for all other purposes, approval is given for the Company to assign the intellectual property relating to its cardiac monitoring telemedicine business to Primedical International Limited on the terms and

conditions set out in the Explanatory Statement accompanying this Notice."

Voting Exclusion: The Company will disregard any votes cast on this resolution by a party to the transaction and a person who may obtain a benefit, except a benefit solely in the capacity of a security holder, if the resolution is passed and any associates of those persons.

$\overline{z}$ RESOLUTION 7 - RE-ADOPTION OF EMPLOYEE SHARE PLAN

To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution:

"That, for the purposes of ASX Listing Rule 7.2 (Exception 9) and for all other purposes, the Company's Employee Share Plan is re-adopted on the terms and conditions set out in the Explanatory Statement accompanying this Notice."

Short Explanation: The Plan is designed to be an incentive to key people who assist in the successful development and operation of the Company. Approval is sought pursuant to ASX Listing Rule 7.2 (Exception 9) so that Shares issued pursuant to the Plan are not included in the Company's 15% capacity for the purposes of ASX Listing Rule 7.1. Please refer to the Explanatory Statement for further details.

Voting Exclusion: The Company will disregard any votes cast on this Resolution by the Directors of the Company and any of their associates.

DATED THIS 25TH DAY OF OCTOBER 2006

BY ORDER OF THE BOARD

RICHARD HYMAN COMPANY SECRETARY

NOTES:

• 1. 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 does not specify this proportion, each proxy may exercise half of the votes. A proxy need not be a Shareholder of the Company.
• $2.$ Where a voting exclusion applies, the Company need not disregard a vote 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 or 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.
• 1. In accordance with Regulation 7.11.37 of the Corporations Regulations, the Directors have set a date to determine the identity of those entitled to attend and vote at the Meeting. The date is the close of business on 28 November 2006.

EXPLANATORY STATEMENT

This Explanatory Statement and all attachments are important documents. This Explanatory Statement has been prepared for the information of the Shareholders of the Company in connection with the business to be conducted at the General Meeting to be held at The Conference Room, Bonnie Doon Golf Club, Pagewood, NSW, at 10:00am (EST) on 30 November 2006.

If you have any questions regarding the matters set out in this Explanatory Statement or the preceding Notice, please contact the Company, your financial adviser, stockbroker or solicitor.

$\mathbf{1}$ . RESOLUTION 1 - ADOPTION OF REMUNERATION REPORT

At a listed company's Annual General Meeting, a resolution that the Remuneration Report be adopted must be put to the Shareholders. The vote on this Resolution is advisory only and does not bind the Directors or the Company

$2.$ RESOLUTION 2 - RE-ELECTION OF MR BORIS PATKIN

Clause 11.1.3 of the Constitution of the Company requires that one third of the Directors retire by rotation. Mr Patkin retires in accordance with that clause and being eligible for re-election, Mr Patkin offers himself for re-election at the Meeting.

The Board notes that Mr Neville Buch and Mr John Genner will retire at the Meeting in accordance with the Company's Constitution and will not stand for re-election.

$31$ RESOLUTIONS 3, 4 AND 5 - ISSUE OF SECURITIES TO RELATED PARTIES

$3.1$ Background

Dr Allan Shell, Mr Neville Buch and Mr John Genner (together, the Related Parties) are Directors of the Company. In payment of outstanding director fees owed to the Related Parties, the Company seeks shareholder approval for the issue of Shares in the following amount:

• Dr Allan Shell 150,000 Shares for $30,000 owing in directors (Chairman) $(a)$ fees:
• $(b)$ Mr Neville Buch - 90,000 Shares for $18,000 owing in directors fees; and
• Mr John Genner 90,000 Shares for $18,000 owing in directors fees. $\mathcal{L}$

The above approvals are sought for the purposes of:

• $(a)$ Chapter 2E of the Corporations Act 2001, which governs the giving of financial benefits to directors and other "related parties" of a company; and
• $(b)$ Listing Rule 10.11 which provides that, subject to certain exceptions, a company listed on ASX cannot issue or grant securities to a director without shareholder approval.

$3.2$ Chapter 2E of the Corporations Act

Chapter 2E of the Corporations Act regulates the provision of financial benefits to related parties by a public company. Section 208 of the Corporations Act prohibits a public company giving a financial benefit to a related party unless one of a number of exceptions applies.

A "financial benefit" is defined in the Corporations Act in broad terms and includes a public company issuing securities.

For the purpose of this meeting, a "related party" includes:

• $(a)$ a director of the Company;
• $(b)$ an entity over which a director has control; and
• $(c)$ an entity which believes, or has reasonable grounds to believe, that it is likely to become a related party in the future.

For the purposes of Chapter 2E of the Corporations Act, Messrs Shell, Genner and Buch are related parties of the Company by virtue of the fact that they are directors of the Company.

Section 208 of the Corporations Act provides that for a public company to give a financial benefit to a related party of that company, the public company must:

• obtain the approval of members in the way set out in Sections 217 to $(a)$ 227; and
• give the benefit within 15 months after the approval. $(b)$

The following information is provided to satisfy the requirements of Section 219 of the Corporations Act:

• $(a)$ the proposed financial benefit to be given to the Related Parties (or their nominees) is the grant of:
  • 150,000 Shares to Dr Allan Shell; $\left($ i
  • $(ii)$ 90,000 Shares to Mr John Genner; and
  • 90,000 Shares to Mr Neville Buch, $(iii)$
• Messrs Shell, Genner and Buch decline to make a recommendation to $(b)$ Shareholders in relation to Resolutions 3, 4 and 5 respectively due to their material personal interest in the outcome of the relevant Resolutions. The other Directors recommend that Shareholders vote in favour of Resolutions 3, 4 and 5, as they are of the view that the issue of securities to the Related Parties is an appropriate means of satisfying the outstanding directors' fees owed by the Company to the Related Parties. The Related Parties are not aware of any other information that would be reasonably required by Shareholders to allow them to make a decision whether it is in the best interests of the Company to pass the Resolutions:

7

as at the date of this Notice, the annual remuneration (inclusive of $\left( c\right)$ superannuation where applicable) payable to the Related Parties is set out below:

Person	Remuneration
Dr Allan Shell	$170,400
John Genner	$18,000*
Neville Buch	$18,000*

* Subject to the passing of Resolutions 4 and 5, this remuneration will be paid by way of the issue of Shares.

$(d)$ during the previous financial year, the remuneration (inclusive of superannuation where applicable) paid to the Related Parties is set out below:

Person	Remuneration
Dr Allan Shell	$176,500
lohn Genner	$18,000*
Neville Buch	$9,000*

* This remuneration was paid by way of issue of Shares.

$(e)$ as at the date of this Notice, the Related Parties have notifiable interests in the securities of the Company as set out below:

Person	Shares	Options
Dr Allan Shell	3,904,957	Nil
John Genner	1,425,186	Νi
Neville Buch	131,800	Νi

• $(f)$ other than as set out above, the Related Parties receive no other emoluments from the Company;
• $(g)$ the Shares will be granted in payment of outstanding directors fees owed by the Company to the Related Parties;
• $(h)$ the Shares rank equally in all respects with the Company's existing issued Shares:
• if Shareholders approve the issue of the Shares to the Related Parties, $\left( 1\right)$ the effect will be to dilute the shareholding of existing Shareholders. Subject to any adjustments arising from any issues of securities by the Company, 330,000 Shares will be allotted and issued with the effect that the shareholding of the existing Shareholders will be diluted by approximately 0.47% (based on the number of Shares currently on issue and assuming no options are exercised);

$\ddot{\mathbf{u}}$ in the 12 months before the date of this Notice, the highest, lowest and last trading price of Shares on ASX are as set out below*:

Highest	30.5 cents on 30 May 2006
Lowest	7.2 cents on 14, 15 and 16 March 2006
l ast	19 cents on 19 October 2006

* The above does not include Share prices prior to the consolidation of capital undertaken by the Company February 2006.

$(k)$ the primary purpose of the issue of the Shares is to extinguish the debts owed by the Company (being outstanding directors fees) to the Related Parties.

The total value of the Shares to be issued to the Directors is $30,000 for Dr Shell (as Chairman) and $18,000 each for Mr Genner and Mr Buch.

$3.3$ ASX Listing Rule 10.11

ASX Listing Rule 10.11 requires a listed company to obtain shareholder approval by ordinary resolution prior to the issue of securities (including an option) to a related party. Messrs Shell, Genner and Buch are considered related parties of the Company by virtue of the fact that they are Directors of the Company.

Approval pursuant to Listing Rule 7.1 is not required in order to grant the Shares as approval is being obtained under ASX Listing Rule 10.11. The grant of the Shares will not be included in the 15% calculation for the purposes of ASX Listing Rule 7.1.

$3.4$ Technical Information Required by ASX Listing Rule 10.13

ASX Listing Rule 10.13 sets out a number of matters which must be included in a notice of meeting proposing an approval under ASX Listing Rule 10.11. The following information is provided to Shareholders for the purposes of Listing Rule $10.13:$

• $(a)$ the maximum number of Shares to be issued to the allottees is 330,000 as follows:
  • $\left{ \left\vert \right\vert \right}$ 150,000 Shares to Dr Allan Shell;
  • $(ii)$ 90,000 Shares to Mr John Genner; and
  • 90,000 Shares to Mr Neville Buch. $(iii)$
• $(b)$ the Shares will be issued no later than one (1) month from the date of approval of the Resolutions (or such later date as approved by ASX) and it is anticipated that the Shares will be issued on one date;
• $\left( c\right)$ the Shares rank equally in all respects with the Company's existing issued Shares; and
• $(d)$ the Shares will be issued in payment of outstanding directors fees owed by the Company to the Related Parties.

4. RESOLUTION 6 - CHANGE IN SCALE

$4.1$ Background

As announced to ASX on 15 August 2006, the Company entered into an IP assignment agreement with Global Immune Technologies Inc. (GIMU) for the assianment of the Company's new heart monitoring technology for the US and European markets. Details of GIMU and the transaction are set out below.

$4.2$ Background on GIMU

GIMU is listed on the OTC Bulletin Board of NASDAQ.

In conjunction with the agreement to acquire the heart monitoring technology from the Company, GIMU acquired Medical Monitors' international distribution company through a reverse take-over of Primedical International Limited (PMI), and will change its name to "Primedical International Holdings Inc".

The Company is the developer of the heart monitoring technology and owner of certain intellectual property and other know-how related to the development, operation and supply of the newly developed remote patient monitoring software and devices.

PMI currently holds the exclusive distribution and licensing rights from the Company for the heart monitoring technology in the US and the EU. However, there is a corporate need for GIMU to hold the relevant intellectual property for the heart monitoring technology itself to secure its growth in the US and EU markets.

PMI's wholly owned subsidiary, iCardia Healthcare Corporation, is successfully growing the business in the US.

$4.3$ IP Assignment Agreement

On 15 August 2006, GIMU entered into an agreement with the Company pursuant to which, and conditional upon approval by Shareholders of the Company, GIMU will acquire the heart monitoring technology IP from the Company for the new technology for the US and EU.

The material terms of the agreement are set out below:

• $(a)$ (Condition Precedent): the assignment is subject to and conditional upon:
  • $\left{ i \right}$ Medical Monitors obtaining shareholder approval for the assignment in accordance with the ASX Listing Rules, on or before 15 December 2006: and
  • $(ii)$ the successful completion by GIMU of the acquisition of PMI, which has occurred;
• $(b)$ (Assignment of IP): The Company agreed to assign the heart monitoring technology to GIMU. The intellectual property includes patents, trademarks and know-how relating to the manufacture and distribution of the SUPER and BPFONE services;
• $(c)$ (Licence to use Background IP in Australia): GIMU has granted to the Company a perpetual, irrevocable, royalty free, exclusive licence to the

monitoring technology solely to the extent for the Company to provide the Heartline service and the Wellness service in Australia:

• $(d)$ (Consideration - Convertible Note): the consideration for the assignment will be satisfied by GIMU issuing the Company with a US$4,000,000 promissory note convertible into fully paid ordinary shares in GIMU (Convertible Note). The material terms of the Convertible Note are as follows:
  • $\left{ \left\vert \right\vert \right}$ no interest is payable on the outstanding amount of the Convertible Note:
  • $(ii)$ the principal amount of the Convertible Note shall be payable on or before 21 July 2007 by written agreement between the parties; and
  • $(iii)$ if the principal amount of the Convertible Note is not repaid by 21 July 2007, the Convertible Note will automatically convert into fully paid ordinary shares in GIMU. The conversion price will be equal to 85% of the average closing price of GIMU's shares over the immediately preceding 5 business days prior to conversion, provided that such conversion price shall not be less than US$0.40 cents or areater than US$1.00 per share:
• $(e)$ (Warranties): the agreement contains standard warranties and representations from the Company to GIMU as to the ownership and legal status of the heart monitoring technology; and
• $(f)$ (Governing Law): the agreement is governed by the laws of New South Wales.

Based on the current capital structure of GIMU and the Company's current shareholding in GIMU (which includes 21,307,194 GIMU shares allocated to the Company for the original License & Distribution Agreement as stated in the ASX announcement of 15 August 2006), the Company will hold the following interests in GIMU upon conversion of the Convertible Note:

• assuming conversion at US$0.40 31,307,194 fully paid ordinary shares $(a)$ equating to approximately 30.4% of the issued capital of GIMU;
• $(b)$ assuming conversion at US$0.70 - 27,021,147 fully paid ordinary shares equating to approximately 28.4% of the issued capital of GIMU; and
• assuming conversion at US$1.00 25,307,194 fully paid ordinary shares $(C)$ equating to approximately 26.6% of the issued capital of GIMU.

4.4 Future Direction of Company

The Company's direction remains the same as was stated in its 2001 Prospectus, being to take advantage of international opportunities in the commercialisation of the Company's business.

The Company will seek to increase Shareholder value by supporting the overseas (US) business, and to build tangible assets (locally) that add value to the Company in Australia. It is most important to understand that the recent option to buy, and acquire, 'over 50s resort and lifestyle villages' is an important strategic move. Indeed, this group of individuals - the over 50s baby boomers -

have and continue to be the market leaders in the 'usage' of the monitoring products and services already provided by the Company.

It is anticipated that future expenditure by the Company will continue both in research and development and in asset growth. However, the scale of investment in asset arowth will continue with the purchase of income producing property - and this may well be skewed when compared with initial product development. This is simply in the scale of the over 50s health and lifestyle villages being considered. The Company is not a property developer, rather an investor for the benefit of all Shareholders. The Company sees the core business as being the provision of 'home-based monitoring services' with a growing niche portfolio of sustainable income producing properties. The properties themselves will have a growing customer base utilising the monitoring service for the Company in Australia.

$4.5$ Effect on Balance Sheet

The balance sheet of the Company pre and post completion of the IP Assignment Agreement is set out in Schedule 1 (assuming conversion of the Convertible Note at the prices noted in section 4.3 above).

Continuous Disclosure 4.6

15 August 2006

The Company is a "disclosing entity" for the purposes of Section 713 of the Corporations Act and, as such, is subject to regular reporting and disclosure obligations. Specifically, like all listed companies, the Company is required to continuously disclose any information it has to the market which a reasonable person would expect to have a material effect on the price or the value of the Company's securities.

Having taken such precautions and having made such enquires as are reasonable, the Company believes that it has complied with the general and specific requirements of ASX as applicable from time to time which required the Company to notify ASX of information about specified events or matters as they arise for the purpose of ASX making that information available to the stock market conducted by ASX.

Copies of all documents lodged with the ASIC in relation to the Company can be inspected at the registered office of the Company during normal office hours.

Date	Description of Announcement
6 October 2006	Appendix 3B
29 September 2006	Annual Report
28 September 2006	Replacement Notice - Brisbane River Terraces Purchase
28 September 2006	Brisbane River Terraces Purchase Completed
15 September 2006	To Purchase Second Health & Lifestyle Village
13 September 2006	Preliminary Final Report
31 August 2006	Investor Update at EGM
31 August 2006	Results of Meeting
25 August 2006	Becoming a substantial holder
24 August 2006	Finance approved for BRT purchase

Update on US listing & MDM's International Distributor

The Company has lodged the following announcements with ASX since the Indigement of the 2006 half yearly accounts:

Merger

3 August 2006	Notice of Extraordinary General Meeting
1 August 2006	International Distributor to list on NASDAQ OTC
31 July 2006	Commitments Test Entity - Fourth Quarter Report
28 July 2006	Signs Option Agreement
11 July 2006	Update - Australian Licence and Distribution
30 June 2006	MDM to Reduce Debt
5 June 2006	Section 708A Notice
5 June 2006	Appendix 3B
25 May 2006	Private Placement of Shares
23 May 2006	Update - Contracts exchanged on Brisbane River
	Terraces
28 April 2006	Commitments Test Entity - Third Quarter Report
27 April 2006	Media Release: Australian Technology Exhibition
16 March 2006	Half Yearly Report/Half Year Accounts

ASX maintains files containing publicly available information for all listed companies. The Company's file is available for inspection at ASX during normal office hours.

Directors' Recommendation $4.7$

The Directors do not have any material personal interest in the outcome of the Resolution other than as a result of their interest arising solely in the capacity of Shareholders of the Company. The Directors have a relevant interest in the securities of the Company as set out in the following table:

Director	Shares	Options
Boris Patkin	1,291,786	Nil
Harry Platt	3,581,196	ΝiΙ
Allan Shell	3,904,957	Nil
Neville Buch	131,800	Νil
John Genner	1,425,186	Νil

Each of the Directors intend to vote their Shares in favour of Resolution 6, subject to any voting exclusions.

Based on the information available, all of the Directors consider that the proposed transaction is in the best interests of the Company and recommend that Shareholders vote in favour of Resolution 6.

5. RESOLUTION 7 - RE-ADOPTION OF EMPLOYEE SHARE PLAN

$5.1$ Background

ASX Listing Rule 7.1 requires a listed company to obtain shareholder approval prior to the issue of shares, or securities convertible into shares, representing more than 15% of the issued capital of that company in any rolling 12 month period.

An exception to ASX Listing Rule 7.1 is set out in ASX Listing Rule 7.2 (Exception 9), which provides that issues under an employee incentive plan are exempt for a period of 3 years from the date on which shareholders approve the issue of securities under the plan.

Resolution 7 seeks Shareholder approval for the re-adoption of the "Medical Monitors Limited Employee Share Acquisition Plan" (Plan) to allow the issue of Shares under the Plan as an exception to ASX Listing Rule 7.1 in accordance with ASX Listing Rule 7.2 (Exception 9).

$5.2$ Terms of Plan

The Company announced the adoption of the Plan on 1 November 2002 and the terms of the Plan were released to ASX on this date. There have been no amendments to this Plan.

The Plan is designed to provide employees with an ownership interest in the Company and to provide additional incentives for employees to increase profitability and returns to Shareholders.

The detailed terms and conditions of the Plan may be obtained free of charge by contacting the Company. A summary of the terms and conditions of the Plan is set out below.

• $(a)$ Shares under the Plan are issued free of charge to full-time or permanent part-time employees selected by the Board who have at least 12 month's experience with the Company. The number of Shares to be issued to each employee will be determined by the Board taking into account such factors as the employee's length of service, performance and contribution to the Company;
• $(b)$ Shares issued under the Plan will be subject to restrictions on sale or transfer for a period or periods determined by the Board. Shares will not be issued under the Plan to directors or related parties of the Company; and
• the Plan is structured so as to conform with ASIC Class Order 03/184. $|C|$ Under this Class Order the number of Shares which have been issued under the Plan during the previous 5 years cannot exceed 5% of the number of shares (of the same class as issued under the Plan) on issue at any time.

5.3 ASX Listing Rules

ASX Listing Rule 7.1 sets a 15% limit on the number of shares which the Company can issue in any 12 month period without shareholder approval. ASX Listing Rule 7.2 (Exception 9) provides that an issue of securities made under an employee incentive scheme (such as the Plan) is not counted for the purposes of ASX Listing Rule 7.1, provided that certain conditions have been met.

One such condition is that shareholders have, within the last 3 years, approved the issue of securities under the Plan as an exception to ASX Listing Rule 7.1, Such shareholder approval is sought by Resolution 7

Other conditions include:

• $\alpha$ the requirement that the notice of meeting to shareholders includes a summary of the Plan; and
• $(b)$ the requirement to state the number of securities issued under the Plan since the date of last approval.

A summary of the Plan is provided above and a full copy of the terms of the Plan can be obtained by contacting the Company.

The Plan was last approved at the General Meeting of the Company held on 29 November 2002. Since adoption, a total of 526,000 Shares have been issued under the Plan.

GLOSSARY

ASIC means the Australian Securities and Investments Commission.

ASX means Australian Stock Exchange Limited.

ASX Listing Rules or Listing Rules means the Listing Rules of ASX as amended.

Business Day has the meaning set out in the Listing Rules.

Company or MDM means Medical Monitors Limited (ABN 68 009 161 522).

Constitution means the constitution of the Company.

Corporations Act means the Corporations Act 2001 (Cth).

Directors means the current directors of the Company.

EST means Eastern Standard Time.

Explanatory Statement means the explanatory statement which forms part of this document.

Meeting means the meeting convened in accordance with this Notice.

Notice means the notice of meeting which forms part of this document.

Plan means the Medical Monitors Limited Employee Share Acquisition Plan.

Primedical means Primedical International Limited (a company incorporated and registered in Jersey with registered number 93372).

Primedical Share means a fully paid ordinary share in the capital of Primedical.

Share or MDM Share means a fully paid ordinary share in the capital of Medical Monitors Limited.

Shareholder means a holder of MDM Shares.

MEDICAL MONITORS LIMITED ACN 009 161 522 AND ITS CONTROLLED ENTITIES

PROFORMA BALANCE SHEETS

	Projected Post30/11/2006SUS 1.00	Projected Post30/11/2006SUS 0.70	Projected Post30/11/2006SUS 0.40	Audited30/6/2006
	Conversion	Conversion	Conversion
	Ş	Ş	$	$
CURRENT ASSETS
Cash assets	78,399	78,399	78,399	78,399
Receivables	1,209,129	1,209,129	1,209,129	1,209,129
InventoriesOther current assets	19,24626,376	19,24626,376	19,24626,376	19,24626,376
TOTAL CURRENT ASSETS	1,333,150	1,333,150	1,333,150	1,333,150
NON-CURRENT ASSETS
Property, plant & equipment	7,006,841	7,006,841	7,006,841	375,507
Intangibles	1,053,867	1,053,867	1,053,867	5,204,587
Other financial assets	39,079,089	34,555,901	30,033,333	2,830
TOTAL NON-CURRENT ASSETS	47,139,797	42,616,609	38,094,041	5,582,924
TOTAL ASSETS	48,472,947	43,949,759	39,427,191	6,916,074
CURRENT LIABILITIES
Payables	1,312,871	1,312,871	1,312,871	1,312,871
Interest bearing liabilities	482,227	482,227	482,227	482,227
Provisions	62,598	62,598	62,598	62,598
Other financial liabilities
TOTAL CURRENT LIABILITIES	1,857,696	1,857,696	1,857,696	1,857,696
NON-CURRENT LIABILITIES
Interest Bearing Liabilities	7,860,259	7,860,259	7,860,259	2,038,925
TOTAL NON-CURRENT LIABILITIES	7,860,259	7,860,259	7,860,259	2,038,925
TOTAL LIABILITIES	9,717,955	9,717,955	9,717,955	3,896,621
NET ASSETS	38,754,992	34,231,804	29,709,236	3,019,453
EQUITY
Contributed EquityReserves	36,556,632493,152	36,556,632493,152	36,556,632493,152	35,746,632493,152
Accumulated losses	1,705,208	(2,817,980)	(7,340,548)	(33, 220, 331)
TOTAL EQUITY	38.754.992	34.231.804	29.709.236	3.019.453

Notes

The information provided in this Proforma disclosure is based on the following;

• Audited Balance Sheet as at 30 June 2006, as published in the Annual Report 2006 of the Consolidated Entity.
• Assumptions are based on Item 4.3 of the Notice of Meeting dated 25 October 2006.
• The Securities Exchange Agreement signed between GIMU, Primedical International Ltd and Medical Monitors Ltd of 19 July 2006.
• ASX announcement of 15 August 2006, related to Update on US Listing.
• Inclusion of recent purchase and related borrowings of Brisbane River Terraces as per ASX announcement of 28 September 2006.

PROXY FORM

APPOINTMENT OF PROXY MEDICAL MONITORS LIMITED ABN 68 009 161 522

Appointment of Proxy

ANNUAL GENERAL MEETING

I/We

being a Member of Medical Monitors Limited entitled to attend and vote at the Meeting, hereby

Appoint

Name of proxy

or failing the person so named or, if no person is named, the Chairman of the Meeting or the Chairman's nominee, to vote in accordance with the following directions or, if no directions have been given, as the proxy sees fit at the General Meeting to be held at The Conference Room, Bonnie Doon Golf Club, Pagewood, NSW on 30 November 2006 at 10:00am (EST) and at any adjournment thereof. If no directions are given, the Chairman will vote in favour of each resolution.

Voting on Business of the General Meeting	FOR	AGAINST	ABSTAIN
Resolution 1 - Adoption of the Remuneration ReportResolution 2 - Re-election of Mr Boris PatkinResolution 3 - Issue of Shares to Dr Allan ShellResolution 4 – Issue of Shares to Mr John GennerResolution 5 – Issue of Shares to Mr Neville BuchResolution 6 - Change in ScaleResolution 7 - Re-adoption of Employee Share Plan

OR

In relation to the Resolutions, if the Chairman is to be your proxy and you do not wish to direct your proxy how to vote on the Resolution, please place a mark in this box

By marking this box, you acknowledge that the Chairman may exercise your proxy even if he has an interest in the outcome of the Resolutions and votes cast by him other than as proxy holder will be disregarded because of the interest. If you do not mark this box, and you have not directed your proxy how to vote, the Chairman of the meeting will not cast your votes on the Resolutions and your votes will not be counted in computing the required majority if a poll is called on the Resolutions. The Chairman will vote in favour of the resolution if no directions are given.

IF THE CHAIRMAN IS TO BE YOUR PROXY IN RELATION TO THE RESOLUTIONS, YOU MUST EITHER MARK THE BOXES DIRECTING YOUR PROXY HOW TO VOTE OR MARK THE BOX INDICATING THAT YOU DO NOT WISH TO DIRECT YOUR PROXY HOW TO VOTE, OTHERWISE THIS APPOINTMENT OF PROXY FORM WILL BE DISREGARDED.

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.

2006

If two proxies are being appointed, the proportion of voting rights this proxy represents is ______%

Signed this day of

۰.
----

Individuals and joint holders

Signature

Signature

Companies (affix common seal if appropriate)
----------------------------------------------	--	--	--	--	--

Sole Director and Sole Company Secretary

Director/Company Secretary

Director

Signature

MEDICAL MONITORS LIMITED ABN 68 009 161 522

Instructions for Completing 'Appointment of Proxy' Form

• 1. A member entitled to attend and vote at a Meeting is entitled to appoint not more than two proxies to attend and vote on their behalf. Where more than one proxy is appointed, such proxy must be allocated a proportion of the member's voting rights. If the shareholder appoints two proxies and the appointment does not specify this proportion, each proxy may exercise half the votes.
• $\overline{2}$ . A duly appointed proxy need not be a member of the Company. In the case of joint holders, all must sign.
• 1. Corporate shareholders should comply with the execution requirements set out on the Proxy Form or otherwise with the provisions of Section 127 of the Corporations Act. Section 127 of the Corporations Act provides that a company may execute a document without using its common seal if the document is signed by:
  • 2 directors of the company;
  • a director and a company secretary of the company; or
  • for a proprietary company that has a sole director who is also the sole company secretary - that director.

For the Company to rely on the assumptions set out in Section 129(5) and (6) of the Corporations Act, a document must appear to have been executed in accordance with Section 127(1) or (2). This effectively means that the status of the persons signing the document or witnessing the affixing of the seal must be set out and conform to the requirements of Section 127(1) or (2) as applicable. In particular, a person who witnesses the affixing of a common seal and who is the sole director and sole company secretary of the company must state that next to his or her signature.

• 1. 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.
• 1. Where a Proxy Form or form of appointment of corporate representative is lodged and is executed under power of attorney, the power of attorney must be lodged in like manner as this proxy.