Notice of Extraordinary General Meeting

Sydney. Australia: 3 August 2006: Medical Monitors (ASX: MDM) will hold an Extraordinary General Meeting in Sydney to seek shareholder approval for the following:

Ratify the Private Placement of 4,000,000 fully paid ordinary shares as working capital for the manufacture of new monitoring devices (as per ASX announcement 25 May 2006)
Future Private Placement of up to 25,000,000 shares over three months to partly fund the acquisition of the Brisbane River Terraces, a health and lifestyle property (as per ASX) announcement 28 July 2006)

The placement will strengthen MDM's positioning when undertaking a 10 year option for first right of refusal with Resort Lifestyle Developments (RLD) for the purchase of a number of 'over 50s' resort villages across Australia

MDM will benefit from its investment in property by the way of secure rental returns and asset build, to ensure the long term value for all shareholders.

Further details about the general meeting are to follow.

Extraordinary General Meeting

Time:	10:00am EST
Date:	31 August 2006
Place:	Suite 407, Westfield Office Tower
	Eastgardens, New South Wales

For further information, please contact:

Investor communication	Medical Monitors
Rebecca Piercy	Dr Allan Shell
+612 9237 2800	Managing Director
[email protected]	$+61293448100$
	[email protected]

About Medical Monitors:

Medical Monitors (ASX: MDM) is a health sector company generating revenue from investment in resort lifestyle property and technology for the over 50s. The company specialises in home-based medical monitoring technology which allow doctors to remotely monitor the cardiovascular health of their patients. The technologies have been granted US Food and Drug Administration (FDA) notification to enable marketing and sales. The US arrhythmia monitoring market estimated to be more that USD$550 million.

Medical Monitors' international distributor. Primedical International intends to list on the NASDAQ OTC Bulletin Board following a reverse-merger with Global Immune Technologies, Inc (NASDAQ OTC:GIMU). MDM will hold an initial 30% equity in the new Company.

Medical Monitors is poised to invest in a number of fully leased health and lifestyle villages around Australia to build its asset base. It intends to develop new health packages for the over 50's market, utilising its direct access to the baby-boomer population in the acquired health and lifestyle villages.

Medical Monitors Limited Suite 407 Westfield Eastgardens Eastgardens NSW 2036 Tel (02) 9344 8100 Fax (02) 9344 8200 Web site: www.medmon.com.au

MEDICAL MONITORS LIMITED ABN 68 009 161 522

NOTICE OF GENERAL MEETING

TIME: 10:00am EST

DATE: 31 August 2006

PLACE: Suite 407, Westfield Office Tower Eastgardens, New South Wales

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 General Meeting (setting out the proposed resolution) $\overline{3}$ Explanatory Statement (explaining the proposed resolution) 5 8 Glossary 9 Proxy Form

TIME AND PLACE OF MEETING AND HOW TO VOTE

VENUE

A General Meeting of the shareholders of MML will be held at:

Suite 407. Westfield Office Tower Eastaardens, New South Wales

10:00am (EST) on 31 August 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 10:00 AM (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 29344 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 29 August 2006.

Proxy forms received later than this time will be invalid.

SECTION 1 - NOTICE OF GENERAL MEETING

Notice is given that a general meeting of shareholders of Medical Monitors Limited (Company) will be held at Suite 407, Westfield Office Tower, Eastgardens, New South Wales at 10:00am (EST) on 31 August 2006.

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

The Directors have determined pursuant to Reaulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the General Meeting are those who are registered Shareholders of the Company at the close of business on 29 August 2006.

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

SPECIAL BUSINESS

AGENDA

$\overline{1}$ RESOLUTION 1 - RATIFICATION OF SHARE ISSUE

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

"That, for the purpose of ASX Listing Rule 7.4 and for all other purposes, the Shareholders ratify the issue of 4,000,000 fully paid ordinary shares in the capital of the Company as detailed in the Explanatory Statement which accompanies and forms part of this Notice."

Voting Exclusion Statement: The Company will disregard any votes cast on this resolution by or on behalf of any person who participated in the issue, and their associates.

$2.$ RESOLUTION 2 - APPROVAL FOR SHARE ISSUE

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 7.1 and for all other purposes, the Directors be empowered for a period of up to three months from the date of this General Meeting to allot up to 25,000,000 fully paid ordinary shares in the capital of the Company at an issue price of not less than 80% of the average market price of the shares calculated over the last 5 days on which sales in the shares were recorded before the date of issue as detailed in the Explanatory Statement which accompanies and forms part of this Notice."

Voting Exclusion Statement: The Company will disreagrd any votes cast on this resolution by or on behalf of any person who may participate in the proposed issue and a person who might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities, if the resolution is passed.

DATED THIS 31st DAY OF JULY 2006

BY ORDER OF THE BOARD

RICHARD HYMAN COMPANY SECRETARY

NOTES:

$\mathbf{L}$ 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.
$\mathbf{2}$ . 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 29 August 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 Suite 407, Westfield Office Tower, Eastgardens, New South Wales on 31 August 2006 at 10:00 am (EST).

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

$\mathbf{I}$ . RESOLUTION 1 - RATIFICATION OF SHARE ISSUE

$1.1$ Backaround

As announced to ASX on 25 May 2006, the Company raised $800,000 via the issue of 4.000,000 Shares at 20 cents per Share to a range of institutional and other exempt investors.

$1.2$ ASX Listing Rule 7.1

Listing Rule 7.1 provides that a listed company may not issue equity securities in any 12 month period that exceed 15% of the number of securities of the Company on issue at the beginning of the 12 month period unless a specified exception applies to the issue or shareholders approve the precise terms and conditions of the issue.

The Company seeks ratification and approval of the Share issue made on 25 May 2006 in order to refresh and maintain its capacity to issue up to 15% of its issued Share capital without the need to revert to Shareholders for approval.

Listing Rule 7.4 provides that an issue of securities that is made without approval of shareholders under Listing Rule 7.1 will be treated as having been made with approval if the issue did not breach ASX Listing Rule 7.1 and the Company's Shareholders subsequently ratify that issue.

For the purposes of Listing Rule 7.4 and in compliance with Listing Rule 7.5, the following information is provided in relation to Resolution 1:

a total of 4,000,000 Shares were issued: $(a)$
the Shares were issued to a range of institutional and other exempt $(b)$ investors. None of the allottees were related parties or associates of the Company;
$|C|$ the Shares were issued at a price of 20 cents per Share;
$(d)$ the Shares were issued on the same terms and conditions as the existing Shares on issue in the Company and rank pari passu with those Shares; and
$(e)$ the issue raised $800,000 which was used to augment the Company's existina workina capital.

$1.3$ Directors' Recommendation

The Directors unanimously recommend that Shareholders vote in favour of Resolution 1.

$2.$ RESOLUTION 2 - APPROVAL FOR SHARE ISSUE

$2.1$ Background

As announced to ASX on 26 February 2006, the Company has signed a Purchase Agreement with Resort Lifestyle Developments pursuant to which the Company has agreed to purchase the "Brisbane River Terraces" residential village.

The purchase price for Brisbane River Terraces is $6.3 million, which was based on a valuation by a reaistered independent bank appointed valuer. Competitive finance terms have been arranged with a major Australian bank. The contracted purchase price hcludes Resort Lifestyle Developments accepting $300,000 equity in MML (being 1.5 million Shares at a deemed issue price of 20 cents). The settlement date for the acquisition is 31 August 2006.

The Directors have taken into consideration accepted market practice of a debt ratio of 50% of similar transactions. As such, the Company will be seeking Shareholder approval to provide the difference between approved bank finance and settlement price through funding via an equity placement.

Resort Lifestyle Developments

Resort Lifestyle Developments (RLD) is a commercial property development and management business from Queensland, involved in the creation of high quality resort style residential villages for the growing "over 50s" market.

The principals behind RLD have more than 20 years experience in the building development and marketing of commercial property, particularly for the low to medium density 'high quality' end of the residential sector.

RLD and its principals have already completed a number of projects in NSW and Queensland, over the past 3 years, prior to their recent association with the Company. These projects totalled more than $30 million at the time of sale.

Mr S.J. Grimson is a founding principal and executive manager of RLD and has had more than 35 years experience in the Real Estate industry around Australia. He has put together a quality team of professionals which include Civil Engineers, Surveyors and Builders on the development side, as well as 'in house' expertise in Project Management and Marketing of the final sales product.

The management team at RLD believe in a simple philosophy based on developing residential environments that "set new levels of affordability, comfort, resort design and security for the growing niche market of the over 50s baby boomers".

In addition, RLD usually retains some ownership in each of its projects, confirming its long term commitment to both its investors and buvers.

Brishane River Terraces

Brisbane River Terraces is an "over 50s" health and lifestyle village which provides home-owners with all the facilities for resort style living. The village is conveniently located only 20 minutes from the major city of Brisbane, with easy access to all local suburban amenities.

The completed BRT village has 99 owner-occupied homes spread over more than 10 hectares of property. All residents enjoy the video monitored security of the aated community and have access to the community facilities such as an in- ground swimming pool, recreation hall with gymnasium, leisure center, salt water pool, as well as boat storage and ramp access to the local Brisbane River.

Resolution 2 seeks approval for the Company to issue up to 25,000,000 Shares to raise funds for the acauisition of the Brisbane River Terraces village, for working capital and for other future acquisitions.

The placement of up to $\tilde{\mathcal{Z}}$ ,000,000 Shares will be made in reliance on the provisions of the Corporations Act that do not require the Company to issue a disclosure document in respect of that issue. The Shares will be issued to institutional and other exempt investors.

$2.2$ ASX Listing Rule 7.1

For the purposes of Listing Rule 7.1 and in compliance with Listing Rule 7.3, the following information is provided in relation to Resolution 2:

a total of up to 25,000,000 Shares are to be issued: $(a)$
$(b)$ the Shares are to be issued to institutional and other exempt investors:
$|C|$ the Shares will be issued at a price of not less than 80% of the average market price of the Shares calculated over the last 5 days on which sales in the Shares were recorded before the date of issue:
$(d)$ the Shares will be issued on the same terms and conditions as the existing Shares on issue in the Company and will rank pari passu with those Shares:
$\Theta$ the intended use of the funds to be raised is to partially fund the acquisition of the Brisbane River Terraces village, for working capital and for other future acauisition:
the Shares will be issued no later than 3 months after the date of the $(f)$ Meeting. It is intended that allotment of the Shares will occur as soon as practicable following the meeting; and
no Shares will be issued to related parties or associates of the Company. $(q)$

$2.3$ Directors' Recommendation

The Directors unanimously recommend that Shareholders vote in favour of Resolution 2.

SECTION 3 - 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 MML 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.

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

Shareholder means a holder of a Share.

PROXY FORM

APPOINTMENT OF PROXY MEDICAL MONITORS LIMITED ABN 68 009 161 522

Appointment of Proxy

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 aiven, as the proxy sees fit at the General Meeting to be held at Suite 407, Westfield Office Tower, Eastgardens, New South Wales on 31 August 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 – Ratification of Share Issue		$\sim$ 11
Resolution $2 -$ Approval for Share Issue		$\sim$ 11

In relation to the Resolution, 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 Resolution 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 Resolution and your votes will not be counted in computing the required majority if a poll is called on the Resolution. 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 RESOLUTION. 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.

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

day of

Signed this

2006

By:

Individuals and joint holders
-------------------------------	--	--	--

Signature

Companies (affix common seal if appropriate)

Sole Director and Sole Company Secretary

Director/Company Secretary

Director