Select-Tel Limited ABN 25 062 063 692

Following the Company's AGM on 19^th June 2003 to be known as:

SELECT VACCINES LIMITED

Prospectus

Offer of up to 10,000,000 ordinary Shares at 20 cents each (on a post 1-for-4 consolidation basis) plus one free attaching option for every two Shares allotted exercisable at any time up to $31^st$ May 2008 to raise up to \$2,000,000

This document is important and should be read in its entirety. If you do not understand its contents, you should consult your stockbroker, accountant or other professional adviser without delay. Investment in Shares and Options in Select Vaccines Limited should be regarded as speculative.

1. INVESTMENT HIGHLIGHTS
2. CHAIRMAN'S LETTER
3. CORPORATE OVERVIEW
4. DETAILS OF THE OFFER
5. CAPITAL STRUCTURE
6. INFORMATION ABOUT SELECT VACCINES LIMITED
7. BOARD AND MANAGEMENT
8. RISK FACTORS
9. FINANCIAL INFORMATION ABOUT SELECT VACCINES LIMITED
10. INVESTIGATING ACCOUNTANT'S REPORT
11. PATENT ATTORNEY'S REPORT
12. ADDITIONAL INFORMATION
13. GLOSSARY ………………………………………………………………………………………………
APPENDIX - NOTICE OF ANNUAL GENERAL MEETING 2003
CORPORATE DIRECTORY

Important Notice

This Prospectus is issued by Select-Tel Ltd, to be re-named Select Vaccines Limited ("Select" or the "Company") and is dated 3rd June 2003. A copy of this Prospectus was lodged with ASIC on 3rd June 2003. ASIC and ASX and their respective officers take no responsibility for the contents of this Prospectus. The fact that ASX may admit the Securities offered under this Prospectus for quotation is not to be taken in any way as an indication of the merits of the Company or the Securities offered under this Prospectus. The expiry date of this Prospectus is the day thirteen months after the date of this Prospectus. No Securities will be allotted or transferred on the basis of this Prospectus later than the expiry date.

This Prospectus does not constitute an offer in any place where, or to any person whom, it would be unlawful to make such an offer. The distribution of this Prospectus in jurisdictions outside the Commonwealth of Australia may be restricted by law and persons outside Australia who come into possession of this Prospectus should seek advice on and observe any such restrictions. Any failure to comply with such restrictions may constitute a violation of applicable securities laws.

This Prospectus provides information for investors to decide if they wish to invest in Select and should be read in its entirety. In particular, the risk factors that could affect the operations and objectives of Select should be examined. If, after reading this Prospectus, you have any questions about the desirability of, or procedure for, investing in Select, please contact your stockbroker, accountant or independent financial adviser.

Defined terms and abbreviations used in this Prospectus unless otherwise indicated are explained in the Glossary. All financial amounts shown in this Prospectus are expressed in Australian dollars unless otherwise indicated.

This Prospectus is available in electronic format via the Internet at www.selectvaccines.com.au and www.peregrinecorporate.com.au. The Offer constituted by this Prospectus in electronic form is only available to persons receiving this Prospectus in electronic form within Australia. Any person accessing the electronic version of the Prospectus for the purposes of investing in Select must only access it from 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 the Company. Applications for Shares and Options may only be made on the Application Form attached to this Prospectus or in its paper copy form as downloaded in its entirety from www.selectvaccines.com.au or www.peregrinecorporate.com.au. The Corporations Act prohibits any person from passing on to another person the Application Form unless it is attached to a hard copy of this Prospectus or the complete and unaltered electronic version of this Prospectus. If a supplementary or replacement Prospectus is lodged by the Company at ASIC this will be advised on the Company's website.

THIS PROSPECTUS HAS BEEN PREPARED AND ISSUED ON THE BASIS THAT THE RESOLUTIONS AT THE COMPANY'S AGM ON 19^TH JUNE 2003 ARE PASSED. DETAILS OF THESE RESOLUTIONS CAN BE FOUND IN THE NOTICE OF MEETING AT APPENDIX ONE.

NO SECURITIES WILL BE ALLOTTED UNDER THIS PROSPECTUS UNTIL THE COMPLETION OF THE COMPANY'S ANNUAL GENERAL MEETING ON 19^fH JUNE 2003 AND THE PASSING AT THAT MEETING OF THE RESOLUTIONS

The Resolutions, the subject of the Notice of Annual General Meeting, include those which have been put forward to enable the Company to implement its proposal to establish joint venture research projects with the Burnet Institute as described elsewhere in this Prospectus. A detailed explanation of those resolutions and the proposal they are designed to implement is contained in an Information Memorandum issued by the Company and dated 17 April 2003 ("the Memorandum"). The. Memorandum has been lodged with ASIC and is taken to be included in this Prospectus by operation of Section 712 of the Corporations Act. The Company will give a copy of the Memorandum to any person who requests a copy of it during the Offer period of this Prospectus, free of charge. The Memorandum can also be viewed at the Company's website at www.selectvaccines.com.au.

1. Investment Highlights

Select Vaccines Limited is targeting major global markets for infectious disease diagnostic, vaccine and therapeutic products. Through Select's joint venture with the Burnet Institute, the Company has access to a product pipeline which holds a range of projects in complementary areas and at different stages of development. Initialprojects include:

Rapid point-of-care diagnostic test kits for the hepatitis A and E viruses. This technology requires no further research and is ready to be licensed to a medical diagnostic manufacturer. No comparable products are currently available, making these two diagnostic kits unique. Select expects to license these kits to a medical diagnostics manufacturer/distributor during the 2003/4 financial year.
The hepatitis A test is targeted at the developed world, particularly the traveller's market;
The hepatitis E test is targeted primarily at the Indian sub-continent and other parts of Asia $\circ$ where this often fatal disease is endemic. Third party evaluations of this product are currently underway;
Development of a world-first rapid point-of-care test kit for acute infection with hepatitis C virus;
Development of a hepatitis A virus ("HAV") test kit that identifies when an individual already has immunity to the disease. This would avoid a large number of unnecessary vaccinations, particularly in the USA, where vaccines for HAV are a US\$400 million annual market and each vaccination costs approximately US\$30;
A virus-like particle ("VLP") obtained from biological material that has the potential to provide a robust platform for the delivery of a wide range of vaccines;
A platform technology for enhanced diagnostic assays through the development of novel adhesive Peptides;
The development of antivirals for use against diseases including the common cold, polio-like syndrome, meningitis, encephalitis, hand foot and mouth disease (rhino and entero-viruses); and
The development of a high throughput screening assay to assist in the identification of new antiviral compounds.

Each of the projects benefits from intellectual property protection that ranges from granted patents to patent applications and trade secrets.

The projects will be managed through two special purpose project companies, Hepgenics Pty Ltd and Picoral Pty Ltd. Select will earn a 65% initial equity position in each project company in return for funding their first year's R&D program. Subject to each project meeting all program milestones, Select has committed to fund a further year's R&D in return for additional equity. The Burnet Institute will hold the balance of equity in each project company, to a minimum level of 17.5% during the initial two year period. Select also holds the exclusive first right of review and commercialisation over a range of other current and future R&D projects at the Burnet Institute.

Key program milestones include the finalisation of the appointment of a manufacturer/distributor or complete out-licensing of the Hepatitis A and E rapid tests and the development of an initial disease-specific VLP within six months, a second disease-specific VLP within nine months and prototyping and testing of the Hepatitis C rapid test within twelve months.

2. Chairman's Letter

Dear Investor.

On behalf of the Board of Directors, it is my pleasure to invite you to become a shareholder in Select-Tel Ltd or, should you already be a Member, to provide you with the opportunity to purchase additional shares in the Company.

As previously disclosed, Select has for some time been exploring new businesses opportunities which have the potential to generate significant value for its shareholders. Following announcements regarding a proposed transaction earlier this year, the Company is now poised to enter the life sciences sector through an exciting joint venture with the Macfarlane Burnet Institute for Medical Research and Public Health Limited. The Burnet Institute is a world class Melbourne-based medical research organisation with a focus on infectious diseases.

The initial goal of the relationship between Select Vaccines Limited (as the Company will be named) and the Burnet Institute is to fund to the point of commercialisation a number of highly promising projects in the fields of hepatitis diagnostics and vaccines, and antivirals against rhinoviruses (common cold) and enteroviruses. These are fields in which the Burnet Institute is widely acknowledged to maintain a first class reputation.

Included amongst the projects being commercialised is a near term business development program for rapid point-of-care hepatitis E and A diagnostic products aimed at large global markets. These products require no further R&D funding and are ready to be licensed to a medical diagnostic manufacturer/distributor. As part of the overall relationship. Select will also gain the exclusive right of first review and commercialisation over a range of other research conducted at the Burnet Institute.

The hepatitis-related research and development ("R&D") projects will be managed under the umbrella of a newly-established project company; Hepgenics Pty Ltd. The antiviral developments against rhino and enteroviruses will be managed in a similar way through a company called Picoral Pty Ltd. Both Select and the Burnet Institute have appointed directors to these two companies. Following completion of the first year's funding of each project company, Select will hold a 65% equity position in each. Total R&D-related expenditure across both project companies for the first year will be approximately \$1.4 million. Subject to each project company meeting major R&D milestones, Select will fund a second year's R&D programme for each. The Burnet Institute's shareholding in each project company will be maintained at a minimum level of 17.5% for the first two year period.

The completion of the transaction with the Burnet Institute remains conditional on shareholder approval and the completion of the Capital Raising, the latter issue being the subject of this Prospectus. Select expects to receive formal shareholder approval for the transaction and a number of related issues at the Company's Annual General Meeting to be held on 19^th June 2003. Given the support for the transaction already expressed by a number of large shareholders, the Board is confident that all resolutions to be put to shareholders at that meeting will be passed. Existing and prospective shareholders should note that this Prospectus has been prepared and issued on the assumption that all resolutions are passed at Select's impending Annual General Meeting. Further details of these resolutions can be found in the Notice of Annual General Meeting at the Appendix.

On behalf of all Board members I invite you to join us in assisting with the commercialisation of exciting medical technologies by subscribing to this Offer.

Whilst all existing and prospective shareholders need to recognise the inherent risks associated with medical technology R&D and commercialisation, I commend this Prospectus to you. Please read this document carefully and in its entirety to ensure that you make an informed investment decision.

Yours faithfully,

Bryan J. Frost Executive Chairman

The Burnet Institute

The Macfarlane Burnet Institute for Medical Research and Public Health (The Burnet Institute)

The Burnet Institute is Australia's leading, independent infectious diseases research institute. It aims to substantially reduce the impact of infectious diseases in Australia and throughout the world by linking research and public health action.

The Burnet Institute integrates medical research with public health action undertaking multidisciplinary projects of substantial scope that deliver tangible benefits to the health and social well-being of individuals and entire populations.

The Burnet Institute is widely acknowledged as an important point of reference for infectious diseases. It actively maintains robust relationships with several other leading local and international research institutes and organisations, including the University of Melbourne, Monash University, and Johns Hopkins University.

The Managing Director of the Burnet Institute is Professor Steve Wesselingh who is supported by Deputy Directors Dr David Anderson and Associate Professor Nick Crofts, and Associate Director Dr Ian Cooke

3. Corporate Overview

Select's main undertaking is currently associated with the provision of telecommunications technology. The Company is proposing to undertake a change of activities. At its Annual General Meeting ("AGM") on 19^th June 2003 Select will be seeking approval from shareholders for a number of resolutions relating to this. These are summarised below and are detailed in the Notice of Meeting as set out in the Appendix.

The election and re-election of various Directors:
A change of activities to include medical and biomedical research and commercialisation; $\overline{a}$
A 1-for-4 consolidation of the Company's capital;
An offer to buy-back, at optionholder's election and post-consolidation, for a consideration of 2 cents per option, the existing class of options (ASX code: SLTO);
The issue of 2 million options to the Burnet Institute;
Approval for a Capital Raising of up to \$2 million at 20 cents per share (to be completed postconsolidation) with free attaching options exercisable at 20 cents each on a 1-for-2 basis;
Participation by Directors in the Capital Raising;
The issue of various incentive options to Directors;
The issue of shares and options in satisfaction of corporate advisory and success fees to the Company's corporate advisor, Peregrine Corporate Limited;
A change of Company name, proposed to be "Select Vaccines Limited".

THIS PROSPECTUS HAS BEEN PREPARED AND ISSUED ON THE BASIS THAT THE RESOLUTIONS AT THE COMPANY'S AGM ON 19^TH JUNE 2003 ARE PASSED. DETAILS OF THESE RESOLUTIONS CAN BE FOUND IN THE NOTICE OF MEETING AT APPENDIX ONE

A detailed explanation of these resolutions is contained in the Memorandum which is taken to be included in this Prospectus by operation of Section 712 of the Corporations Act. The Company will give a copy of the Memorandum to any person who requests a copy of it during the Offer period of this Prospectus, free of charge. The Memorandum can also be viewed at www.selectvaccines.com.au.

New Business Strategy

Select has established a commercial relationship with the Burnet Institute to fund the development and commercialisation of highly promising R&D projects, initially in the fields of hepatitis diagnostics and vaccines, and antivirals against rhinoviruses (common cold) and enteroviruses. Included is a near term business development program for hepatitis E and A diagnostic products aimed at large global markets. These products require no further research expenditure. As part of the relationship, Select will gain a right of first review and commercialisation over a range of other research being conducted at the Burnet Institute.

Full documentation relating to the transaction has been finalised and the completion and implementation of the transaction is conditional only upon shareholder and ASX approval and the raising of a minimum of \$1.6 million (maximum \$2 million) in new equity (the latter issue being the purpose of this Prospectus).

The key terms of the transaction between the company and the Burnet Institute can be summarised as follows:

Select has established two subsidiary project companies, Hepgenics Pty Ltd and Picoral Pty Ltd, to fund and manage existing Burnet Institute R&D projects in the fields of hepatitis diagnostics and vaccines in the former case, and antivirals for rhinoviruses and enteroviruses in the latter case;
In return for committing an initial 12 months milestone-based R&D funding for each project company, Select will earn 65% of the initial equity in each subsidiary and the Burnet Institute will hold the balance;
Subject to the achievement of milestones, Select will fund a further 12 months R&D (estimated to total approximately a further \$1m) in return for additional equity in each project company;
Select and the Burnet Institute have each appointed directors to the Boards of Hepgenics and Picoral;
Select intends to add new expertise to its Board of Directors and has in place a well-credentialed and experienced commercialisation and management team to guide and manage the operations of the company;
Select has a five-year right of first review for commercialisation (with a further five year $\overline{a}$ extension available) over a range of current and future research conducted at the Burnet Institute.

The directors of Select believe that the combination of world-class Australian R&D in the medical sector, the attractive investment characteristics exhibited by the markets in which Burnet Institute technologies compete, and the comparatively low levels of funding they require to reach a commercial outcome represent a significant commercial opportunity for Select. Specifically, the Board believes that the relationship with Burnet Institute offers Select unique access to outstanding R&D targets with a genuine pipeline of commercial prospects.

With an experienced team consisting of high calibre scientists, finance professionals and academics, Select will provide investment, financial and management expertise to accelerate and maximise the commercial potential of the projects developed by the Burnet Institute.

As of the date of this Prospectus no commercial contracts or arrangements have been entered into in relation to the technologies. As such, the Company is not in a position to make any forecasts or projections concerning potential future revenues.

Although the Proposal will result in the Company ceasing to be focussed on the telecommunications sector, the Company will continue to be entitled to royalty payments resulting from the previous sale of its telecommunications intellectual property until late 2006. These payments are not expected to be of a material nature.

Board & Management

Select has a Board and management team comprised of experienced corporate, finance and technology professionals. In addition, the Company is in the process of establishing a Scientific Advisory Pool to assist it with technology evaluations, deal origination and general technology strategy. Key officers of the Company include Mr Bryan Frost, Executive Chairman, Dr Martin Soust, Executive Director & CEO, Mr Jeremy Cooper, Finance Director (subject to appointment at the AGM), Mr Peter Marks, Executive Director, Mr. Jonathan Brett, Non-Executive Director.

4. Details of the Offer

4.1 The Offer

Select is offering for subscription up to 10,000,000 Shares (at a price of 20 cents each post a 1-for-4 capital consolidation) together with one free attaching Option for each two Shares exercisable at 20 cents each to raise a total of \$2,000,000. All Shares issued under this Prospectus will rank equally with existing Shares. No shares applied for under this Prospectus will be issued before the Company's AGM.

THIS PROSPECTUS HAS BEEN PREPARED AND ISSUED ON THE BASIS THAT THE RESOLUTIONS AT THE COMPANY'S AGM ON 19^TH JUNE 2003 ARE PASSED. DETAILS OF THESE RESOLUTIONS CAN BE FOUND IN THE NOTICE OF MEETING AT APPENDIX ONE

Summary Capital Structure

Description	Shares	Options
Number of Securities currently on issue+	9,207,025	7.638,130
Number of new Securities offered	10,000,000	5,000,000
Total Securities on issue post Offer*#	22,207,025	21,388.130
Offer price per share	20 cents	1-for-2 free attaching
Gross proceeds from the Offer#	\$2,000.000
Market capitalisation at Offer price (approx.) $#$	\$4,450,000

These figures are on a post-consolidation (1-for-4) basis.

* These figures include 3,000,000 shares and options to be issued to Select Vaccine's corporate advisor, 3.750.000 options to be issued to Directors and 2.000.000 options to be issued to the Burnet Institute upon completion of the transaction with the Burnet Institute. It is assumed that there are no acceptances of the voluntary option cancellation.

Assuming the Offer is fully subscribed.

This Prospectus provides information for investors to decide if they wish to invest in Select and should be read in its entirety. If you have any questions about the desirability of or procedure for investing in Select, please contact your stockbroker, accountant or independent financial adviser.

Applications must be for a minimum of 10,000 Shares at the Application Price of 20 cents per share (being an amount of \$2,000). Applications for more than 10,000 Shares must be in multiples of 2,500 Shares (\$500). In the case of existing shareholders, the Company is prepared to make allocations of lesser amounts to enable shareholders to top up their shareholdings to a marketable parcel of $$2,000$ (at the Offer price of 20 cents).

Application will be made to the ASX for quotation of Shares and the Options offered for subscription pursuant to this Prospectus.

The Securities offered under this Prospectus carry no guarantee whatsoever with respect to return of capital investment, payment of dividends or the future value of the Securities.

4.2 Purpose of the Offer

The purpose of the Offer is to enable Select to complete the transaction with the Burnet Institute by raising the capital required to fund the two initial projects, Hepgenics and Picoral. In addition, under ASX Listing Rules, the Company is required to have net tangible assets in excess of \$2.0 million.

4.3 Use of Proceeds of the Capital Raising

The table below outlines the proposed use of funds.

	Amount (A\$)		Amount (A\$)
Application of Funds	(Minimum raising \$1.6m)		(Maximum raising \$2m)
FUNDS AVAILABLE
Net Tangible Assets (prior to the Offer)#	1,204,255		1,204,255
Proceeds of the Offer	1,600,000		2,000,000
Total funds (post Offer)	2,804,255		3,204,255
FUNDING COMMITMENTS
Project Company costs (12 months)	Hepgenics	Picoral	Hepgenics	Picoral
Burnet Institute research contract	682,000	319,000	682,000	319,000
Commercial management	131,000	94,000	131,000	94,000
Patent & legal costs	58,000	112,000	58,000	112,000
Total	871,000	525,000	871,000	525,000
Combined Project Company costs	1,396,000		1,396,000
Administrative costs & working capital	431,000		431,000
Capital Raising & transaction costs	176,000		200,000
Total funding commitments	2,003,000		2,027,000

Net tangible assets are as shown in the Company's audited accounts for the year ended 31^st December 2002. See the Financial Information Section 9 for more information.

Following completion of the Offer, the Company will have adequate working capital to carry out its stated objectives. The above table assumes no revenue is received from commercialisation activities or government grants.

4.4 Minimum Subscription

The minimum level for subscription pursuant to the Offer is $8,000,000$ Shares to raise a total of \$1,600,000.

4.5 How to Apply for Shares

Applications under the Offer may be made, and will only be accepted, in one of the following forms:

on the relevant Application Form accompanying this Prospectus;
on a paper copy of the relevant electronic Application Form which accompanies the electronic version of the Prospectus, both of which can be found at and can be downloaded from www.selectvaccines.com.au or at www.peregrinecorporate.com.au. The Application Form must only be downloaded if an electronic or paper copy of the Prospectus has been received.

Paper Application Forms, whether accompanying a paper copy of the Prospectus or which have been downloaded from www.selectvaccines.com.au or at www.peregrinecorporate.com.au must be accompanied by a cheque or a bank draft payable in Australian dollars, drawn on an Australian branch of an Australian registered bank for an amount equal to the number of Shares for which you wish to apply multiplied by the Application Price of 20 cents per Share. Cheques or bank drafts should be made payable to "Select-Tel Ltd Trust Account" and crossed "Not Negotiable".

Applicants should return their completed Application Forms to Security Transfer Registrars Pty Ltd at the address shown in the Corporate Directory by no later than 5:00pm WST on the Closing Date.

Regardless of how they are lodged, all Applications Forms must be received no later than 5:00pm WST on the Closing Date unless the timing is varied. Detailed instructions on how to complete paper Application Forms are set out on the forms. You are not required to sign the Application Form.

Select reserves the right to reject any Application Form (including where an Application has not been correctly completed) or allocate any person fewer Shares than that person applied for, or vary the dates and times of the Offer without prior notice and independently of other parts of the Offer. Where Application Forms are rejected or fewer Shares are allotted than applied for, surplus Application Monies will be refunded. No interest will be paid on any Application Monies refunded.

4.6 When to Apply

The Offer will be opened at 9:00am WST, $4^{th}$ June 2003 and will remain open until 5:00pm WST, $27^{th}$ June 2003, subject to the right of the Directors to either close the Offer at an earlier time and date or to extend the closing time and date without prior notice. Applicants are encouraged to submit their Applications Forms as early as possible.

4.7 Indicative Timetable

Lodgement of Prospectus	$3rd$ June 2003
Issue Opens	$4^{\text{th}}$ June 2003
Issue Closes	$27th$ June 2003
Proposed ASX re-listing of existing and new Shares & Options	$7th$ July 2003
The above dates should be recorded as indicative only

The above dates should be regarded as indicative only.

This timetable is indicative only and you are encouraged to apply for Securities as early as possible. The Directors reserve the right to close the offer at any earlier time and date, or to extend the closing time and date without prior notice.

4.8 Allotment of Securities

Subject to the passing of the Resolutions at the Company's Annual General Meeting on 19^th June 2003, the allotment of Securities to Applicants will occur as soon as practicable after all applications and Application Monies have been received and the Offer is declared to be closed. Following the allotment of Securities, statements of shareholding will be despatched to successful Applicants. It is the responsibility of Applicants to determine their allocation prior to trading in Securities. Applicants trading Securities before they receive their shareholder statements will do so at their own risk.

Select reserves the right to reject any Application or to allocate to any Applicant a lesser number of Securities than those applied for.

All Application Monies received with Applications will be held in trust for the Applicants by Select until the allocations are determined. If an allocation is not accepted, or is accepted in part only, the relevant part of the Application Monies will be refunded without interest.

4.9 Applicants Outside Australia

This Prospectus does not constitute an offer of Securities in any jurisdiction where, or to any person to whom under the laws of the jurisdiction in which that person resides it would not be lawful to issue the Prospectus. It is the responsibility of any Applicant outside Australia to ensure compliance with all laws of any country relevant to their application.

No action has been taken to register or qualify the Securities or the Offer or otherwise to permit a public offering of the Securities in any jurisdiction outside Australia. The Securities have not been, and will not be, registered under the United States Securities Act of 1933 and should not be offered or sold within the United States of America. Any person accessing the electronic version of the Prospectus for the purposes of investing in Select must only access it from within Australia.

4.10 ASX Listing - New Shares and Options

Select will apply to the ASX within 7 days from the date of this Prospectus for quotation of the Securities on the ASX. If granted, quotation will commence as soon as practicable after the allotment of the Securities to investors. This will be subject to the passing of the Resolutions. The ASX takes no responsibility for the contents of this Prospectus. The fact that the ASX may approve quotation of the Securities is not to be taken in any way as an indication of the merits of Select or the Securities offered pursuant to this Prospectus.

Should the Securities offered under this Prospectus not be granted quotation within 3 months after the date of this Prospectus, none of the Securities offered under this Prospectus will be allotted and all Application Monies will be refunded without interest to Applicants within the time prescribed by the Corporations Act.

4.11 CHESS

The Company participates in CHESS. ASX Settlement and Transfer Corporation Pty Limited, a wholly owned subsidiary of ASX, operates CHESS in accordance with the Listing Rules and the Securities Clearing House (SCH) Business Rules. Under CHESS, the Company operates an electronic issuer sponsored sub-register and an electronic CHESS sub-register. The two sub-registers together make up the Company's principal register of securities.

The Company will not issue Securities certificates. Instead, as soon as practicable after allotment, Applicants who elect to hold their Securities on the issuer sponsored sub-register will be provided with a holding statement (similar to a bank account statement) which sets out the number of Securities allotted to each investor under this Prospectus at allotment time. CHESS (acting on behalf of the Company) will provide holders of Securities with a holding statement that confirms the number of Securities so recorded in the name of that holder.

Following distribution of these holding statements to all successful applicants, an updated holding statement will only be provided at the end of any subsequent month during which the balance of the investor's holding of Securities changes. Holders of Securities may also request a statement at any time, however a charge may be made for additional statements.

A holding statement (whether issued by CHESS or the Conpany) will also provide details of a Shareholder's Holder Identification Number (HIN) in the case of a holding on the CHESS sub-register or Shareholder Reference Number in the case of a holding on the issuer sponsored sub-register.

4.12 Future Dividends & Income

At the time of issue of this prospectus no dividend has been forecast by the Board and none is anticipated for the foreseeable future.

4.13 Enquiries Regarding the Offer

This Prospectus provides information for potential investors in Select and should be read in its entirety. If you have any questions regarding the content of this Prospectus or how to complete the Application Form, please contact your stockbroker, accountant, lawyer or independent financial adviser.

4.14 Capital Raising Services

Peregrine Corporate Limited, the Company's corporate advisor, has agreed to place on a best endeavours basis the Securities offered under this Prospectus.

4.15 Share Registry

Select maintains its share registry at:

Security Transfer Registrars Pty Ltd ACN 008 894 488 Level 1, 168 Adelaide Terrace East Perth Western Australia 6004 Phone 08 9221 4200 Fax 08 9221 1581

Postal Address:

Security Transfer Registrars Pty Ltd P.O. Box 6405 East Perth Western Australia 6892

4.16 Electronic Prospectus

An electronic version of this Prospectus is available via the Internet at the web sites of Select (www.selectvaccines.com.au) and that of the Company's corporate advisor, Peregrine Corporate Limited (www.peregrinecorporate.com.au). Any person accessing the electronic version of the Prospectus for the purposes of investing in Select must only access it from within Australia. The Corporations Act prohibits any person from passing on to another person the Application Form which accompanies this Prospectus unless it is accompanied by a hard copy of this Prospectus or the complete and unaltered electronic version of this Prospectus. During the Offer Period any person may obtain a hard copy of this Prospectus by contacting Select or Peregrine Corporate Limited.

5. Capital Structure

THIS PROSPECTUS HAS BEEN PREPARED AND ISSUED ON THE BASIS THAT ALL RESOLUTIONS AT THE COMPANY'S AGM ON 19^TH JUNE 2003 ARE PASSED. DETAILS OF THESE RESOLUTIONS CAN BE FOUND IN THE NOTICE OF MEETING AT APPENDIX ONE

The tables below summarise the Company's capital structure before and after completion of the Offer.

Summary Capital Structure

Shares	Number of Shares
Existing Shares	9,207,025
Securities to be issued to Peregrine Corporate Ltd#	3,000.000
Securities to be issued under the Offer	10,000,000
Total Share Capital (On completion of Offer)	22,207,025

All figures are on a post-consolidation (1-for-4) basis

Options	Number of Options
Existing Options	7.638,130
Options to be issued to Directors#	3.750,000
Options to be issued to the Burnet Institute#	2,000,000
Options to be issued to Peregrine Corporate $Ltd#$	3,000,000
Options to be issued under the Offer	5,000,000
Total Options on Issue (On completion of Offer)	21,388,130

All figures are on a post-consolidation (1-for-4) basis

These Securities will be escrowed by ASX for up to two years

Attaching Options

Pursuant to this Prospectus subscribers will be granted up to 5,000,000 free attaching Options. These Options are exercisable at \$0.20 each on or before 31^st May 2008. Full details of terms and conditions of the Options are set out in Section 12.

Trading Restrictions

Under the Listing Rules, the ASX has the discretion to impose escrow restrictions on securities of the Company. Although the imposition and conditions of such restrictions are a matter entirely for the ASX to decide, it is anticipated that the following escrow restrictions may apply:

Security Holder	Shares	Options	Escrow Period
Burnet Institute		2,000,000	Up to two years from re- listing
Peregrine Corporate Limited	3,000,000	3,000,000	Two years from re-listing
Directors		3,750,000	Two years from re-listing
Total escrowed securities	3,000,000	8,750,000

Under the terms of the escrow arrangements, the relevant securities would become Restricted Securities within the meaning of the Listing Rules and would not be able to be traded or otherwise dealt with by the holders for the period of the eserow.

None of the Securities to be issued pursuant to this Prospectus will be Restricted Securities.

6. Information about SELECT VACCINES LIMITED

Key Objectives

Following completion of the Capital Raising (the purpose of this Prospectus) and subject to the passing of the Resolutions, Select will become a company focussed on pursuing commercial opportunities for products relating to infectious diseases. Through its controlled subsidiary companies, Hepgenics and Picoral, Select will seek to develop and commercialise products that assist in the diagnosis and treatment of infectious diseases.

Select will operate in the global biotechnology industry. The Company will initially focus on commercialising diagnostics for hepatitis.

The Company's first commercialised products will be rapid point-of-care diagnostic kits for HEV and HAV. These require no further research and are ready to be licensed to an appropriate manufacturer and distributor or medical diagnostics company. Through Hepgenics the Company will also be developing other products for use in the medical diagnostics industry and will pursue the development of antigens that are aimed at human vaccine markets.

Through Picoral the Company will target the treatment of viral infections including the common cold and a range of polio-related diseases. Focusing initially on existing drugs blocking the virus-induced change to a normal cellular process, Picoral will pursue the development of antiviral compounds and will also develop a screening process to assess the antiviral capabilities of a large number of targets.

HEPGENICS & PICORAL

SELECT VACCINES LIMITED Hepgenics Picoral Diagnostics Vaccine Products · Hepatitis A Therapeutic Products · Hepatits E · Virus-like particles · Anti-virals · Hepatitis C · Vaccines for · Screening assay Hep. A immunity test Hepatitis A & E · Adhesive peptides A portfolio of infectious disease diagnostics, vaccines and therapeutics

Summary of Select's Project Portfolio

Hepgenics

From the outset Hepgenics will establish 4 projects.

Project 1 - Diagnostics for hepatitis E, hepatitis A and hepatitis C

Currently, virtually all diagnostic testing for the above diseases necessitates undertaking a laboratory test procedure. The purpose of developing rapid test kits is to take the testing to the point of care (e.g. doctor's surgery or nursing-staffed health care centres). There are immediate and obvious advantages of moving to a rapid test at point of care. These are:

Laboratory testing is inherently more expensive than a test kit system.
Laboratory testing involves a delay in that samples must be sent from the physician to the laboratory, to be returned at a later date. The procedure also necessarily involves two visits to the physician, i.e. one to take a blood sample and a further visit to obtain results and any further treatment.
Laboratory testing procedure requires the taking of an intravenous blood sample, whereas a rapid test kit only involves a blood sample by a finger prick. In particular, some cultures have significant issues with providing intravenous blood samples. There are also blood product and sharp objects disposal issues involved with the taking of larger samples.

Hepgenics' rapid test kits for hepatitis E virus ("HEV") and for hepatitis A virus ("HAV") work with small samples of blood or serum that react with a specific antigen. Essentially, a determination is made with one drop of serum, which reacts with the antigen and thereby provides a result, usually within two (2) minutes of implementing the test. These kits are license-ready.

A significant objective of the project is to further develop a HAV test kit that specifically identifies an antibody that signposts the fact that the individual had already been exposed to HAV and had thus become immune. The significant benefit of this technology is that it would avoid the need for providing costly vaccines to persons who were already naturally immune to the disease. This approach may have significant potential cost savings to governments and other persons interested in implementation of HAV vaccination programs. It is also envisaged that vaccine manufacturers might distribute such kits in tandem with their vaccine deliveries.

While there are laboratory testing procedures for hepatitis C ("HCV") there is no known rapid test kit for the diagnosis of acute (current) HCV infection. Further work will be undertaken by Hepgenics towards the development of such a kit.

Hepgenics will acquire technology which enables the production of HAV antigens in a uniquely cost effective way. Whilst Hepgenics cannot obtain patent protection on the process of producing HAV antigens (which is already generally known), the trade secrets involved in Hepgenics' production process mean that a third party's ability to convert Hepgenics technology to its own use is limited, particularly having regard to the difficulty they would have in replicating the techniques undertaken at the Burnet Institute.

A further objective of this project is to develop a combined HEV and HAV test kit.

Project 2 - Virus-like particles as a platform technology for vaccines

This project is based on technology which indicates that certain virus-like particles can be used to carry antigens for use in vaccination programs. Research undertaken at the Burnet Institute has indicated that virus-like particles obtained from specifically identified biological material may provide a particularly robust platform for carrying a range of disease antigens. The benefit of using virus-like particles sourced from biological material is that they potentially stimulate a greater biological response from the subject's immune system than other methods. Proving and ultimately patenting the process would open opportunities for partnering the technology with third parties who have good antigens but lack an appropriate pathway or carrier to the subject. One example is that of measles, which currently cannot be given to infants as the process would normally lead the infant to develop measles or, alternatively, if the infant was still being breastfed the mother's antibodies being passed on would nullify the effect of the vaccine. The use of these particular virus-like particles as a carrier for the measles antigen may overcome these problems.

Project 3 - Adhesive Peptides as a platform technology for diagnostics and arrays

This technology was originally developed as a collateral project to other research being undertaken by the Burnet Institute. In the course of those research investigations, the Burnet Institute researchers observed the creation of Peptides that were particularly adhesive to plastic. Although the research is in its early stages, it is hoped that these Peptides may be used to enable proteins and antigens/diagnostic assays to be fastened on to the plastic surfaces of testing kits. Problems are currently experienced in a range of diagnostics because the antigens may not effectively adhere to the testing surface. Ultimately, this technology may enable a protein to be genetically engineered so as to join a peptide, which in turn adheres on to the surface of the kit. This would mean that the test would be more efficient and reliable than current methods. This technology will hopefully lend itself to use over a range of diagnostic applications whereby it can be partnered with a diverse range of third party technologies.

The project is designed to demonstrate that Peptides actually provide an effective adhesive function for use with plastic and, hopefully, glass. The latter would be especially valuable for Hepgenics by way of partnering in the area of bioinformatics and high density arrays.

Project 4 - Vaccines for hepatitis E and hepatitis A

This technology has already been covered effectively in the description of Project 1. Essentially, the development of the technology in Project 1 may lead to an opportunity to sell that technology to vaccine manufacturers for use in vaccine production, as opposed to diagnostic kit production. In the case of hepatitis E, a license would need to be sought from Genelabs Technologies, Inc., the owner of the patent over the hepatitis E genome, or from GlaxoSmithKline to whom Genelabs Technologies, Inc. have granted an exclusive world license, but this situation may change pending results of clinical trials.

Picoral

Initially Picoral will develop two R&D projects. These projects will focus on developing compounds that block virus-induced change to a normal cellular process for use as antivirals and for use in high and mediumthroughput screening of potential antiviral drugs. The projects are described in more detail below.

Project 1 - Antivirals for the Common Cold

This project focuses on developing drugs for use against the most usual cause of the common cold and for use against polio-related viruses. Essentially, vaccines have a poor track record in working against these types of viruses, as there are simply too many diverse strains to deal with. Accordingly, it is felt that a drug-based approach provides a better prospect of success.

The technology behind this project arose out of observations by the Burnet Institute researchers that related to virus-induced change to a normal cellular process. Genetic conditions and some viruses can operate to alter the manner in which these changes operate within our cells. The Burnet Institute researchers have noted that certain compounds can operate to block these virus-induced changes. Of the compounds observed, three were already known as safe drugs used in other therapeutic applications. The perceived benefit of Picoral's drug-based approach relates to simply blocking the virus-induced change to a normal cellular process.

Project 2 - Molecular target of drug action - establishment of assays for screening of novel compounds

This project flows from Project 1 and centres on the objective of finding novel compounds to block virusinduced changes to normal cellular processes. Picoral plans to develop a high throughput screening assay to identify novel compounds that could be used to develop such antiviral drugs.

Development of such an assay would enable testing of multiple compounds through available libraries of compounds held by the Burnet Institute and other parties. It is envisaged that a working assay would be available after one year to commence running tests on available compound libraries. Once the assay has been successfully developed, Picoral will look to licence or dispose of the technology outside Australia, as expertise in this field within Australia is generally lacking. However, there may be opportunities for further value adding beyond two years through collaboration opportunities within Australia.

The charts below graphically depict the stage of development of each of Hepgenics' and Picoral's products.

Project - Individual Development Stage

Management of Hepgenics and Picoral Project Companies

The Board of Hepgenics comprises Mr Peter Marks (Chairman), Dr Martin Soust (CEO), Dr David Anderson (CSO). The Board of Picoral comprises Mr Jereny Cooper (Chairman), Dr Martin Soust (CEO), Dr David Anderson (CSO). Their biographies are presented in Board & Management (Section 7). Dr. Teresa Howard will join the Hepgenics management team following the Capital Raising.

Intellectual Property

As a key company policy, Select will vigorously pursue all appropriate available intellectual property protections and will defend these as required. The summary table below identifies the Company's key elements of intellectual property.

Intellectual Property summary
Hepgenics:
Hepatitis E diagnostic – Patents granted and pending
Hepatitis A diagnostic – Trade secret
Virus-like particles – Provisional patent
Adhesive Peptides - Trade secret
Picoral:
Compounds of initial interest - PCT application
Screening technology – Trade secret

See the Patent Attorney's Report Section 11 for more information.

What is Hepatitis?

Hepatitis means inflammation of the liver, and the most common cause is infection with one of five different viruses, called hepatitis A, B, C, D, or E. All of these viruses can cause an acute disease with symptoms from lasting several weeks to many years. Symptoms include yellowing of the skin and eyes (jaundice), dark urine, extreme fatigue, nausea, vomiting and abdominal pain. It can take several months to a year or longer to regain full health.

Hepatitis A

Hepatitis A is an acute, usually self-limiting infection of the liver caused by hepatitis A virus (HAV). The virus occurs throughout the world and causes about 1.5 million known cases of clinical hepatitis each year. Humans are the only reservoir of the organism. Transmission occurs primarily through the faecal-oral route, and is closely associated with poor sanitary conditions. The most common modes of transmission include close personal contact with an infected person and ingestion of contaminated food and water. The virus is shed in the faeces of persons with both asymptomatic and symptomatic infection.

Chronic infection with HAV does not occur. No rapid point-of care diagnostic(other than the Hepgenics product) or specific antiviral therapy is currently available.

Hepatitis B

Hepatitis $B$ is one of the major diseases of mankind and is a serious global public health problem. It is preventable with safe and effective vaccines that have been available since 1982. Of estimated the two billion people known to have been infected with the hepatitis B virus (HBV), more than 350 million have chronic (lifelong) infections. These seriously infected persons are at high risk of death from cirrhosis of the liver and liver cancer, diseases that kill about one million persons each year. Although the vaccine will not cure chronic hepatitis, it is currently 95% effective in preventing chronic infections from developing.

$He$ patitis $C$

Hepatitis $C$ is a viral infection of the liver which was referred to as parenterally transmitted "non $A$ , non $B$ hepatitis" until identification of the specific virus in 1989. The discovery and characterisation of the hepatitis C virus (HCV) led to the understanding of its primary role in post-transfusion hepatitis and its tendency to induce persistent infection.

HCV is a major cause of acute hepatitis and chronic liver disease, including cirrhosis and liver cancer. Globally, an estimated 170 million persons are currently chronically infected with HCV and three to four million persons are newly infected each year. HCV is spread primarily by direct contact with human blood. The major causes of HCV infection worldwide are the use of unscreened blood transfusions, and the re-use of needles and syringes that have not been adequately sterilized.

No rapid point-of-care diagnostic currently exists. No vaccine is currently available to prevent hepatitis C and treatment for chronic hepatitis C is often too costly for most persons in developing countries to afford.

Hepatitis D

Hepatitis $D$ is caused by the hepatitis delta virus (HDV). HDV requires the presence of hepatitis $B$ virus (HBV) for its own replication. HDV is transmitted percutaneously or sexually through contact with infected blood or blood products.

HDV is present worldwide and in all age groups. Its distribution parallels that of HBV infection, although with different prevalence rates the highest being in parts of China, Russia, Romania, Southern Italy and the Mediterranean countries, Africa and South America).

Hepatitis E

Hepatitis E virus (HEV) is a waterborne disease usually acquired from contaminated drinking water. Direct faecal-oral transmission from person to person is also possible. There is no insect vector. The clinical features and course of the disease are generally similar to those of hepatitis A. As with hepatitis A, there is no chronic phase. Young adults are most commonly affected.

Generally, the mortality rate is low $(0.4 - 4.0\%)$ but in pregnant women there is a important difference between hepatitis E and hepatitis A. During the third trimester of pregnancy, hepatitis E takes a much more severe form with a case-fatality rate reaching 20%. Premature deliveries with high infant mortality of up to 33% are also observed.

The geographical distribution of HEV is widespread. Most cases, both sporadic and epidemic, occur in countries with poor standards of hygiene and sanitation. During epidemics in excess of 50,000 cases of hepatitis E infection occur with epidemics keing reported several times over the last twenty years. Travellers to developing countries may be at risk when exposed to poor conditions of sanitation and drinking water control. There are no pre- or post-prophylactic vaccine treatments for HEV infection. Other than the Hepgenics technology there is no rapid point-of-care diagnostic available for HEV.

Global Life Sciences Sector

Whilst they are Australian companies, Select and its subsidiary companies will operate in the global life sciences industry, i.e. pharmaceuticals, biotechnology, in-vitro diagnostics, and research tools.

The life sciences constitute a massive global market. The global pharmaceuticals industry alone is estimated to be in excess of US\$400 billion. The medical diagnostics segment of the market is estimated to be in excess of US\$18 billion.

The global vaccine market has been forecast to grow at a rate of 13% per annum with nearly US\$10 billion in annual sales by 2006. Paediatric vaccines constitute the single largest market for vaccines today (approx US\$2.5 billion in 2001). Vaccines that are shown to be very effective command a significant price premium (up to US\$60 per dose), which helps create a highly lucrative market for vaccine manufacturers. For example, Wyeth's Prevnar (a well known multivalent paediatric vaccine) had sales of US\$798 million in 2001.

The life sciences account for four of the five most valued intellectual property segments and emerging public and private companies provide much of the innovation in the industry. It is these emerging companies that are helping fuel the growth of the major companies seeking to maintain high per annum growth rates. For the very large pharmaceutical companies and device companies to maintain growth they must seek to acquire access to promising research and development projects from other companies. By way of example, multinationals are paying private and small market capitalisation public biotechnology companies anywhere from US\$3 million to US\$300 million to secure rights to a single drug that is yet to receive regulatory approval for distribution.

Biotechnology Sector

Biotechnology has grown rapidly internationally as a result of a series of major scientific and technical breakthroughs. Since the end stages of the sequencing the human genome, information about the genetic causes of disease and the number of drug targets have expanded quite dramatically. In the western world an ageing population is spending an increasing proportion of their income on health. The outlook generally is for a growing demand for better health provided through products developed by the biotechnology and pharmaceutical industries.

Larger biotechnology firms in the US are increasingly becoming more vertically integrated and are taking their products all the way to market. In Australia, due to relative immaturity of the market and lesser financing opportunities, companies have tended to capitalise on a successful project by exiting (through a sale or IPO) or merging with another well before the manufacturing and marketing stage.

In addition to the big pharmaceutical companies there are now numerous opportunities to sell or license promising technology projects to the second and third-tier biotechnology companies in the US and Europe. This creates additional opportunities for the relatively smaller companies that predominate in Australia. Further, biotechnology companies, not pharmaceutical companies, are developing and registering most new drugs entering clinical trials. Not surprisingly companies (biotechnology and pharmaceutical) are always searching for products to add to their supply chain for new projects.

Australian Biotechnology

Over the past decade there has been an accelerating interest in the potential of the internationally competitive and recognised biotechnology developed in Australia. It is increasingly being realised that Australia is particularly well supplied with quality medical research institutions, leading to a steadily growing biotechnology industry in Australia

Recent estimates provided in a report prepared for the federal Government indicate there are about six hundred and fifty $(650)$ Australian biotechnology companies and nearly ten percent $(10%)$ of these are listed on the ASX. The majority of these companies are small to medium sized enterprises.

The industry receives support from both private and public investment and several government initiatives are aimed at boosting the rate of growth of the industry as well as increasing the level of offshore interest in the local industry. Australian biotechnology firms benefit from these initiatives as they assist their efforts to establish alliances and partnerships with offshore companies with a view to either applying additional financial resources to the late and expensive stages of product development or to create better routes to new markets.

Smaller biotechnology companies typically take a role in developing a technology that originally arose out of many years of basic research at a university or research institute. Australia has many high quality research institutions and university-based research groups producing world-class fundamental research outcomes. Many of these outcomes are recognised as holding potential commercial value and, consequently, become valuable intellectual property. It is here that a commercially-focussed approach can assist greatly and help further develop the project to a point where it holds more value and is more attractive to other biotechnology and pharmaceutical companies.

Infectious Diseases

Infectious diseases are the leading cause of death worldwide, and the number of deaths from infectious diseases in the western world has been increasing.

The wide use of effective antibiotics, the potential for universal immunisation for many childhood illnesses, and success stories such as the imminent eradication of polio encouraged the perception that infectious diseases are no longer a public health threat. However, even as some previously epidemic infectious diseases have been controlled, new diseases emerge and old diseases rebound, sometimes in drug-resistant forms. These events increasingly challenge public health and medical care professionals.

There is a diverse range of infectious diseases. Parasites or other vectors can spread them and bacteria, fungi or viruses can cause them. Some affect specific groups within the human population and others can be seen in

epidemics. The diverse nature of infectious diseases provides a fertile ground for medical research and private enterprise.

More people are travelling to countries with high rates of infectious diseases. It has been estimated that in the year 2000 some 87 million people travelled from developed countries to regions with infectious diseases not normally contracted in developed countries. Hepatitis vaccines (against HAV and HBV) constitute a combined market of in excess of US\$1 billion. While this is likely to decline in size (mostly due to lower priced hepatitis B vaccines) travellers will continue to be vaccinated against hepatitis.

Amongst the hepatitis family of infectious diseases a rapid (point-of-care) diagnostic kit is currently available only for hepatitis B. The Hepgenics technology has already produced rapid test kits for HAV and HEV. It is envisaged that a similar test will also be developed by Hepgenics for HCV. The commercialisation of these tests would most likely involve a sale or out-licence of the technology. Hepgenics will seek to negotiate this outcome with a diagnostics company that has a strong global distribution network.

Significant potential exists for a test for HAV that signposts the fact that an individual had already been exposed to HAV and had become immune. A diagnostic that quickly and reliably provides this result could result in those already immune to HAV avoiding the approximately US\$30 vaccination against HAV.

Hepgenics' virus-like particle ("VLP", see Section 6) project, essentially a vaccine-delivery technology, could result in the development of both new and improved vaccines against a number of diseases. If such vaccines were to become routinely available a significant commercial opportunity would have been realised.

The adhesive peptide technology of Hepgenics could become an important tool for many diagnostic companies to incorporate into their technology. It is well known that DNA does not adhere to glass well and for DNA microarrays and other platforms in which glass, silica or plastic is used the adhesive peptide could potentially improve efficiency levels greatly.

It should be noted there is no rapid test for HEV and the rapid HAV diagnostic kits have not been commercially viable due to very high production costs.

Genelabs Diagnostics Pte Ltd, Binax Inc, Hema Diagnostic Systems and Foxboro are companies that are either producing Hepatitis diagnostic tools or producing rapid ICT tests. The ICT test is the technology upon which Hepgenic's license-ready HEV diagnostic is built. There are a large number of diagnostics companies some of which produce tests for a range of infectious diseases and others that produce tools and reagents for diagnostic uses.

Access to New Technologies

In addition to commencing the abovementioned projects (Hepgenics and Picoral) Select has negotiated certain rights of first review to participate in research and/or commercialisation with respect to other identified and unidentified technologies held by the Burnet Institute and future technologies that may emerge from the Burnet Institute's own ongoing programs. For further information see Additional Information (Section 12) and Select's Memorandum (available from the Company's registered office or the Company's website).

It should be noted that the Company has not sought nor has it been provided with commercialisation rights over all future R&D programs operated by the Burnet Institute.

The research and development projects that Select is targeting are of a high-risk nature. Implementation of the investment process and criteria described above cannot guarantee the success of any or all of the projects in which Select will invest. Please refer to Section 8 for further information on the risks associated with investment in research and development projects.

Corporate Structure & Strategy

Select has been structured to ensure a highly efficient, rigorous and effective evaluation and ongoing monitoring process for its research and technology commercialisation projects. The Company's Board of Directors and management team provides expertise in financial, legal and commercialisation strategies for investee

companies, experience in venture capital evaluation and deal structuring as well as in-depth technical skills and sector knowledge.

The Company intends to appoint a Scientific Advisory Pool (SAP) consisting of highly regarded academics, scientists and medical practitioners. The SAP will provide evaluations of new technologies and advice on best practice in research and project management. In addition the SAP may facilitate access to new projects of relevance to the Company.

Exit Mechanisms

Select's primary objective is to maximise the "value add" to each of its projects prior to realising their commercial potential. As such the understanding and development of viable commercialisation and exit strategies will be a key focus. Typical mechanisms for achieving the maximum available return on investment include:

Licensing $\overline{a}$

A license relating to a particular technology or process may be granted to one or more parties, giving them the right to manufacture and sell the technology, typically in exchange for upfront payments and an annual license fee or royalty stream. Rights may be restricted on the basis of time or territory.

Technology Sale $\blacksquare$

Rights to the technology and associated intellectual property may be sold outright to a party for an upfront cash payment.

Manufacturing/Profit Share

An agreement to manufacture the technology is reached with one or more parties, typically in exchange for a share of any sales or profits generated.

Initial Public Offering ("IPO") $\overline{a}$

The sale of part or all of a private company to the public through an initial offer of shares on the stock market.

Trade Sale

The sale of all or part of an investee company to another company, typically in exchange for cash and/or shares in the acquiring company.

Select expects to finalise its first commercial deal (involving the HAV and HEV rapid diagnostic tests) during the 2004 financial year.

7. Board and Management

Board

Mr Brvan John Frost

Executive Chairman (Age 62)

Mr Frost was a partner of a Melbourne based stockbroking firm until 1973, where he specialised in advising international investors, banks and investment funds on Australian arbitrage and investments. Over the subsequent thirty years he has been involved in a number of public companies as an Executive Director and major shareholder and possesses extensive experience in financial structuring and management.

Mr Frost is currently Executive Chairman of Prima Biomed Limited, Gaming and Entertainment Group Limited, Yamarna Goldfields Limited and Peregrine Corporate Limited.

Mr Peter Marks BEc LLB Grad. Dip. Comm. Law MBA Executive Director (Age 47)

Mr Marks has extensive experience in the areas of the provision of corporate advice as well as corporate finance and venture capital investment, having specialised in capital raisings for listed and unlisted companies, underwriting and initial public offerings since 1983 in London and Australia. He obtained a Bachelor of Economics, Bachelor of Laws and Graduate Diploma in Commercial Law from Monash University and completed his MBA at The Scottish School of Business (University of Edinburgh). He has served as an Associate Director of McIntosh Securities (now Merrill Lynch Australia) as well as occupying senior corporate finance positions both at Baring Securities Ltd and Burdett Buckeridge & Young Ltd in their Melbourne offices. Between 1985 and 1991, Mr Marks was responsible for advising on a substantial number of listed and unlisted company issues ranging from corporate and company structure, valuations, business strategies, acquisitions and international opportunities. In 1992, Mr Marks was appointed Head of the Melbourne Companies Department at the Australian Stock Exchange.

Between 1995 and 1998, Mr Marks was Managing Director of a boutique corporate advisory and venture capital firm working with a wide range of small to medium sized companies, raising new capital for them either by way of private placement or listing on the Australian Stock Exchange. Mr Marks was also a founding director of Momentum Funds Management Pty Ltd, one of the first venture capital funds to be licensed under the Federal Government's Innovation Investment Fund program, a venture capital program established in 1997.

From 1998 to early 2001 Mr Marks was employed at KPMG Corporate Finance Ltd (Australia) and during this time became a Director he was responsible for heading up the equity capital markets group in Melbourne. In this role, Mr Marks helped develop the team's capabilities in the equity markets area and was responsible for generating several IPO projects as well as assisting with the funding for a range of private equity transactions. Mr Marks is currently Executive Chairman of Premier Bionics Ltd and is a director of Peregrine Corporate Ltd.

Dr Martin Soust BSc (Hons) MBA PhD Executive Director & CEO (Age 42)

Martin has had a career in medical research and small/medium sized enterprise management. He obtained his BSc (Hons) at the University of Melbourne and his PhD with Monash University's Centre for Early Human Development at the Monash Medical Centre. His PhD was a major investigation into the physiology of respiratory muscles in the newborn. During his research career Martin worked on a range of projects including neuroanatomical investigations, respiratory physiology studies and cardiovascular studies with several coinvestigators at the University of Melbourne, Monash University and Monash Medical Centre. After a successful period in medical research Martin embarked upon a management career. He completed his MBA (at Monash University) whilst he held management roles in small and medium sized enterprises and spent several years managing national associations.

In 1999 Martin started a management consulting practice specialising in providing management consulting services to organisations operating in the biomedical sciences. His firm assisted in the process of starting new ventures for Universities and research groups through the commercialisation of intellectual property and knowhow. He has provided extensive services to the Monash Institute of Reproduction and Development, particularly in helping establish two new companies (one being Pulmosonix Pty Ltd). He has also undertaken investigations into potential markets for new therapeutic agents, developed research protocols and provided interim management services for start-up companies. He has extensive experience in commercial negotiations, research and development planning, and technical and commercial management of biomedical projects. Dr. Soust is an Executive Director and CEO of Premier Bionics Limited.

Mr Jeremy Cooper BA MBA Finance Director (Age 36)

Mr Cooper has 14 years experience in senior management positions with major international corporations, focussing on strategy, business development and mergers and acquisitions. He obtained his BA from Cambridge University and his MBA from INSEAD.

Since 2000 Mr Cooper has worked with a number of Australasian companies on corporate development activities including capital restructurings, ASX listings and mergers & acquisitions.

Between 1997 and 2000, Mr Cooper spent three years with TXU, a global energy company, as Business Development Manager, based initially in Europe and then in Melbourne. Focusing on acquisitions and strategic development activities, Mr. Cooper assisted with the successful conclusion of a number of multi-million dollar transactions. These included the acquisitions of energy companies in Finland, Sweden and Australia. During 1996 Mr Cooper studied for his MBA at INSEAD in France.

Between 1989 and 1995 Mr. Cooper worked throughout Asia and the Middle East with Cathay Pacific Airways Limited. Roles in Hong Kong included two years in International Affairs where he was responsible for the negotiation of bi-lateral air traffic rights agreements. Mr Cooper was also based in Indonesia (one year) and the Middle East (two years) where as Country Manager he was responsible for all management, marketing & sales and operations.

Mr Cooper is currently a director of Premier Bionics Ltd, Peregrine Corporate Ltd and Lift Structures Ltd

Mr Jonathan Brett, Director BCom BAcc MCom CA (SA)

Non-Executive Director (Age 46)

Mr Brett has over 22 years experience in general management, finance and investment. His experience includes several years as managing director of several publicly listed companies.

Mr Brett was previously managing director of Techway Limited and was responsible for its restructure and implementing several business strategies which led to three competing bids for the company. He was also managing director of First Investment Corporation Limited, a corporate advisory and venture capital firm.

Mr Brett is currently an executive of a corporate advisory firm, a director of First Wine Fund Limited and a director of the NRMA Limited where he serves on the investment and finance and the audit committees

Chief Scientific Officer - Hepgenics and Picoral Dr David Anderson BSc (Hons) PhD (Melbourne) (Age 42)

Dr David Anderson is Deputy Director of the Macfarlane Burnet Institute for Medical Research and Public Health, and a Senior Research Fellow of the National Health and Medical Research Council. He trained in Microbiology and Molecular Virology at the University of Melbourne and Fairfield Hospital, receiving his PhD in 1989. Since that time his work has focussed on understanding the structure and assembly of hepatitis viruses, and the use of this information to design better diagnostics, vaccines and antiviral therapies for control of major viral infections of man. He has served on the World Health Organisation ("WHO") Working Group on the Prevention and Control of Viral Hepatitis in the Western Pacific Region and has been invited to speak on original research work at numerous national and international scientific meetings. He has had a longstanding interest in the application of research to practical and commercial processes, reflected in contract and collaborative research agreements with the pharmaceutical and biotech industries from 1991 to present. He is

also the founder, Director and Chief Scientific Officer of Hepitope Pty Ltd, a Start-Up biotech company established in 2002 with funding from Uniseed Pty Ltd, based on separate technology developed in his laboratory at the Burnet Institute.

8. Risk Factors

General Disclosure

Investors considering subscribing for Shares and Options in Select should be aware that this investment decision will involve general risk factors associated with any investment in the share market as well as several risk factors specific to an investment in Select. It is recommended that prospective investors read this Prospectus in its entirety.

An investment in Select should be considered speculative in nature and involves several risks, some of which may be considered higher than risks associated with an investment in other companies. In addition, the share price of the Company's Shares and Options may rise or fall due to factors beyond the control of the Company.

Investors considering subscribing for Shares and Options pursuant to this Prospectus should read this Prospectus in its entirety and consider the various risk factors described in this Section. If you are in doubt or do not understand any of the terms or contents of this Prospectus you are advised to consult your stockbroker. accountant or other professional adviser.

No assurances or guarantees of future profitability, payment of dividends, return of capital or performance of the Company or its Share price or Option price can be provided by Select or its Directors.

General Investment Risks

Investing in any company involves risks of various kinds, some of which are within the realms of influence of the company and some, arising from external factors, might be beyond the ability of the company to alter and consequently might restrict the capacity of the company to reach its objectives.

There are a number of risk factors that could potentially affect the future operating and financial performance of the Company and the achievement of the objectives contained in this Prospectus. These risks are both specific to the Company and relate to the general, technical, business and economic climate in which the Company operates. Some risks are at least partially within the control of the Company, while others are clearly outside the control of the Company. The following statement of potential risks is not an exhaustive summary. It is provided to potential investors to point to the type of risk factors that alone or in combination can have an adverse effect on the Company.

Investors should recognise that the price of Select Shares and Options may fall as well as rise. If an investor sells the Shares and/or Options, the amount received may be higher or lower than the amount originally invested. Many factors will affect the price of the Shares and Options, including variations in the general markets for stocks listed on the ASX and/or other international stock markets, which may lead to fluctuations in the price of the Company's Shares and Options; general economic conditions, long-term inflation rates, exchange rates and interest rates, and adverse changes to government regulations and policies. An investment in Select, which is focused on early stage investments, should be considered to be subject to a higher risk of share market fluctuation than many of the larger listed companies.

Some specific risk factors are described in more detail below.

Specific Risk Factors

Risks Specific to R&D Investments

Select is investing in R&D projects that are of a high-risk nature. Whilst returns may be commensurate with this level of risk, for any given investment project a number of risks unique to R&D stage investing exist. These include:

Technology Validation. Select is investing in R&D projects where, in some cases, full clinical and commercial validation of the technology has yet to be achieved. Whilst Select will endeavour to minimise its exposure

through milestone-based staged funding and disciplined project management, there is no guarantee that any technology project will prove clinically or commercially viable.

Research & Development Program. Select will ensure that realistic milestones and targets are in place in each of its R&D investments and will monitor progress closely. However there is no guarantee that these milestones will be achieved in the desired time frames, or at all. This may lead to increased funding requirements, a loss of technological advantage, or delays in achieving a return on capital costs and a corresponding reduction in the value of any given investment.

Competition. Whilst Select will endeavour to invest in projects with unique, defensible and protected intellectual property, there is no guarantee that the technology will not be superseded by a competitive offering in the future. Such competition may reduce partly or entirely the value of any given investment.

Intellectual Property Protection. Select will only invest in technology where solid intellectual property protection exists. However scientific research typically involves collaborative projects between various institutions, organisations and scientists. In such circumstances the risks of unauthorised disclosure and misappropriation of information, including propriety rights, is higher than that which is otherwise the case. Furthermore, the risk of third party claims against one's intellectual property rights is usually higher. The costs and uncertainties associated with these factors may have a detrimental effect on any given investment. Indeed there can be no guarantee that the existing or future patents of any given project will provide effective commercial protection with respect to its technology and the resulting products.

Key Man Risks. The projects in which Select invests will typically rely on a relatively small number of scientists and managers. Should their involvement in any given project cease for reasons of contract termination: ill health; death or disability, the research program and achievement of key milestones may be adversely affected, Select will ensure where appropriate that key man insurance is undertaken however the loss of key personnel may nonetheless have a detrimental effect on any given investment.

Funding. In order to capitalise on investment opportunities and grow its business it is possible that Select will seek to raise additional capital in the future. There is no assurance that such funding will be available to Select in the future or able to be secured on acceptable terms. If adequate additional funds are not available Select may be forced to reduce or otherwise alter its future investment program or withhold funds from existing investments.

Projects will typically be funded to a level that enables them to achieve a commercial outcome and investment return for Select. However, a range of unforeseen circumstances could result in increased funding requirements. These include but are not limited to a failure to achieve research milestones; delay of regulatory approval; underestimation of development costs; competitor activity or poor economic conditions affecting potential commercial partners. The pricing and terms of such further financing are subject to uncertainty and as such may adversely affect investment returns to Select.

The Directors anticipate that the funds raised from this offer will, together with the reserves the Company holds, be sufficient to maintain operations for the next 24 months. Further financing is expected to be necessary in the future, depending on how much if any of the Company's expenses can be met by income from any alliances, yet to be made. However, the capacity to raise additional funds in the future may be curtailed through a range of difficult economic conditions that could prevail at the time. Should the Company find it difficult to raise funds in the future it may need to scale back its operations.

Commercialisation. Achieving a commercial outcome for any given technology project through the negotiation of appropriate licensing, technology sale or manufacturing arrangements is crucial to achieving adequate investment returns. Whilst Select will endeavour to put in place such arrangements at the earliest possible stage, there is no guarantee that market acceptance of any given technology will occur.

Regulatory Changes

Select's focus on the healthcare industry means it is susceptible to regulatory changes by government policies and bodies in this sector. Should Australian and international governments reduce or cap spending on healthcare in general or in Select's sectors of participation or interest, the value of its investment portfolio could be adversely affected. Further, Select's companies will typically have to achieve approval from regulatory authorities regarding the safety of their products for medical use. Should the processes or time frames for these

regulatory procedures change significantly the time frame and/or probability of commercialisation for Select's investments may be adversely affected.

Business generally and the provision of products for consumer use in particular are increasingly exposed to legislative compliance issues and the policies of government agencies. Whilst the Company believes it is in compliance with such requirements, there is a potential risk that particular regulatory requirements or circumstances may change in the future so as to adversely impact upon the conduct of the Company's business. In most cases, it is fair to anticipate that such changes will equally impact upon the Company's competitors, which may provide some mitigation with respect to the ultimate outcome.

Economic Conditions

The performance of the Company will be influenced by the general outlook for the Australian economy and, in particular, consumer sentiment, which is cyclical and subject to change. Changes in interest rates, exchange rates relevant taxation and other government policies may affect the profitability of the Company.

Product Liability

The Company's business exposes it to potential product liability risks that are inherent in the use of vaccines and therapeutics in humans or, where applicable, in animals. Select's investment projects are focused on diagnostic products vaccines and therapeutic agents to identify, prevent and treat human medical conditions. Whilst they will undergo clinical testing and regulatory approval before being released to the market, there is no guarantee that liabilities arising from adverse side effects or unforeseen complications will not occur. Where necessary, Select will take out appropriate insurance for its investments however such measures may not always be adequate or cost effective. As such the Company may be adversely affected by such claims.

The Directors expect that any international pharmaceutical company that undertakes the manufacturing, clinical trial and post-approval general marketing of the vaccines and therapeutics would itself have product liability insurance. Likewise, the Company expects that a diagnostics company will undertake manufacturing and distribution of the products and have product liability insurance. Despite the fact that Select would not be the manufacturer, the Directors cannot offer any assurance that the Company would not also be potentially subject to claims for damages in the event of any unforeseen adverse consequences of administrating the products. Although product liability insurance might be available, there can be no assurance that this would be sufficient or available at an acceptable cost, or that any adverse event would necessarily be covered.

In addition, the possibility exists that products and brands may be brought into disrepute through the interference or tampering with same by outside parties with a malicious intent. Whilst reasonable measures can be taken to protect against such interference or tampering, the risk, by its very nature, can never be fully provided against.

Risk Factors Specific to Hepgenics and Picoral

Intellectual Property Risk

The Company will draw its intellectual property from the Burnet Institute. Due diligence has been undertaken to ensure that Select's rights have been procured in a lawful manner from the legal owner entitled to contract with the Company in the way it has.

Patent rights are granted to provide protection for new, non-obvious and useful inventions. Accordingly, the patent laws of most countries require that an application for patent rights be filed before details of the invention become publicly known. In addition, the invention must involve a distinct inventive advance over what was previously known. Whilst patent protection has been or may be obtained it may not be possible to obtain patent rights in respect of products that are developed in the jurisdictions sought. Furthermore the development, trial, regulatory approval process and international manufacture and sale of human therapeutics is a task that consumes considerable resources to complete successfully.

The Company will vigorously defend and pursue its granted patent applications and patents pending, as the case may be, whilst the products are under development by the Company and if suitable license agreements are secured with partner companies. Nonetheless, challenges to intellectual property and licence agreements can have an adverse effect on the value of shares in the Company.

Patents covering the hepatitis E genome are held by Genelabs Technologies, Inc., and patents covering the hepatitis C genome are held by Chiron Corporation. To the extent that technologies developed by Hepgenics relate to hepatitis E or C there is the potential that these technologies may directly or indirectly incorporate use of the respective genome. In such circumstances Hepgenics and/or persons with whom Hepgenics enters strategic relationships with may be required to obtain a license from the relevant company prior to the commercialisation of a product. Whilst Hepgenics has no reason to believe that such licensing arrangements cannot be satisfactorily achieved there is always inherent uncertainty and associated risk in predicting the outcome of future negotiations of that nature.

The Company will maintain security over trade secrets, to the extent that is possible, by establishing robust confidentiality agreements with staff, contractors and business partners.

Competition Risks

The pharmaceutical and medical diagnostics industries are global industries characterised by intense competition between the participants and ever present technological change. The Directors appreciate that other companies may be working on similar products, different compounds and different technologies that may be as successful or more successful as therapeutic agents or diagnostic tools than the Company's current products and technologies.

The Directors anticipate there to be one or more competitive projects for each of Select's investee projects and there is a large amount of R&D expenditure on new therapeutic agents. The major pharmaceutical and diagnostics companies are active in this area as are smaller biotechnology companies. A positive outcome of any development project undertaken by other companies may have a material impact on Select's investments.

Notwithstanding patent and other IP protection, any competitive project may obtain regulatory approval before Select's product and that may potentially render Select's product less valuable. It is also possible that competitors may develop "next generation" therapeutics or diagnostic for a condition that one of Select's investment companies is pursuing thus rendering the Company's product or products obsolete. Whilst Select's rigorously monitors scientific publications and the publication of new patent applications no assurance can be given that products developed by other medical research establishments and private enterprises will not reach the market sooner.

The Inherently Speculative Nature of the Company's Activities

The Company is involved in an inherently speculative activity, namely seeking to identify suitable candidate projects and technologies in the biomedical field for further development and potential commercialisation. There is always a risk that the Company will not identify suitable candidate projects and technologies, that candidate projects and technologies will not be able to be advanced to potential commercialisation, or the potential commercialisation partners may not wish to enter commercialisation arrangements which provide a sufficient (or any) return to the Company.

Funds invested in the Company, and the Company's investment in projects and technologies, have no certainty of generating income or event the return of capital. Research expenditure would be considered lost without expectation of recovery if a project or technology is unsuccessful or cannot be sold to a third party. There is also the risk that if no projects or technologies can be successfully developed, or because potential returns cannot be estimated until projects are sufficiently advanced, that investor confidence may decrease and further funds for projects or technologies may not be able to be secured.

9. Financial Information about SELECT VACCINES LIMITED

Statement of Financial Position

The table below sets out Select's consolidated balance sheet position as at 31 December 2002 (audited) in comparison with alternative pro-forma positions on completion of the Capital Raising. Details of the Company's activities and financial performance for the year ended 31 December 2002 are contained in its 2002 Annual Report. The Annual Report has been fodged with ASIC and is taken to be included in this Prospectus by operation of Section 712 of the Corporations Act. The Company will give a copy of the Annual Report to any person who requests a copy of it during the Offer period of this Prospectus, free of charge. The Annual Report can also be viewed on the Company's website at www.selectvaccines.com

	2002 December Year End	Pro-forma 1	Pro-forma 2
		Consolidation	Consolidation
		(\$1.6m Capital	(\$2m Capital
	Audited	Raising)	Raising)
		Note 1	Note 2
Current Assets
Cash (note 3)	536,784	1,960,784	2,336,784
Receivables (note 4)	143,490	143,490	143,490
Other Financial Assets (note 5)	685,033	685,033	685,033
Other (note 6)	59,000	59,000	59,000
Total Current Assets	1,424,307	2,848,307	3,224,307

Non-Current Assets
Other Financial Assets (note 7)	290,000	290,000	290,000
Intellectual Property - Hepgenics (note 8)		367,009	367,009
Intellectual Property - Picoral (note 8)		171,601	171,601
Total Non-Current Assets	290,000	828,610	828,610
Total Assets	1,714,307	3,676,917	4,052,917
Current Liabilities
Payables (note 9)	161,052	161,052	161,052
Total Current Liabilities	161,052	161,052	161,052
Total Liabilities	161,052	161,052	161,052
Net Assets	1,553,255	3,515,865	3,891,865
Equity
Contributed Equity (note 10)	21,319,735	22,919,735	23,319,735
Capital Raising Costs (note 11)		(176,000)	(200,000)

	2002 Pro-forma 1		Pro-forma 2
	December Year	Consolidation	Consolidation
	End Audited	(\$1.6m Capital) Raising)	(\$2m Capital) Raising)
		Note 1	Note 2
Accumulated Losses (note 12)	(19,766,480)	(19,766,480)	(19,766,480)
Total Parent Entity Interest	1,553,255	2,977,255	3,353,255
Outside Equity Interest in controlled entities		538,610	538,610
Total Equity	1,553,255	3,515,865	3,891,865

Note 1: This assumes the minimum subscription of one million, six hundred thousand dollars (\$1,600,000) for the Capital Raising is achieved.

Note 2: This assumes the Capital Raising is fully subscribed for two million dollars (\$2,000,000).

Note 3: Current Assets - Cash Assets

	Economic Entity 2002
	S
Cash at Bank	205,640
Term deposit	331,144
	536.784

Note 4: Current Assets - Receivables

	Economic Entity
	2002

Amount Receivable from Unrelated Entities	67.348
Goods and Services Tax	20.214
Trade Debtors	299.719
Less Provision for doubtful debts	(243.791)

Note 5: Current Assets - Other Financial Assets

	Economic Entity
	2002

Listed shares at cost	746.643
Less Provision for diminution in investments	(111,610)
Unlisted shares at lower of cost or market value	50,000
	685.033

Note 6: Current Assets - Other

	Economic Entity
	2002
	S
Prepayments	24,000
Accrued Income	35,000
	59 BAC
Note 7: Non-Current Assets – Other Financial Assets
	Economic Entity
	2002
	S
Investments at cost comprise:
Shares in Unlisted Company	290.000

Note 8: The imputed values attributed to the intellectual property of Hepgenics and Picoral have been calculated in accordance with the Shareholder's Deed. Since Select is contributing capital, as defined in each Research Agreement (detailed els ewhere at Section 12.5), to earn a 65% interest in each of Hepgenics and Picoral, the fully capitalised value of each company is calculated by dividing the share capital subscribed to each project company by Select by 65%. The balance of equity (35%) held by the Burnet Institute represents their contribution which is essentially the intellectual property associated with each company. Therefore, the imputed at cost value of the intellectual property is the fully capitalised value of each project company multiplied by 35%. For further information see Additional Information Section 12. It should be noted that the imputed at cost value of the intellectual property is substantially lower than the actual historical development costs of the associated $R&D$ incurred to date.

290.000

Note 9: Current Liabilities - Payables

	Economic Entity
	2002
	S
Trade Creditors	65,031
Other creditors/Accrued Expenses	96,021

Note 10: Contributed Equity
	Economic Entity
	2002
	S
Issued and Paid up Capital
Ordinary Shares full paid	20,965,196
Options	354,539
	21.319.735

Note 11: Costs attributable to implementation of the Proposal have been taken into account in preparing the pro-forma balance sheets. The respective allowances are calculated as follows:

Pro-forma 1:		\$
	Issue management fee	16,000
	Capital Raising fee*	80,000
	Legal, accounting and registry costs	68,000
	Printing	10,000
	Other	2,000
	Total	176.000
Pro-forma 2:		\$
	Issue management fee	20,000
	Capital Raising fee*	100,000

	Legal, accounting and registry costs	68,000
	Printing	10,000
	Other	2,000

Capital Raising fees are payable at five percent (5%) of funds procured by the issue manager, Peregrine Corporate Limited. The calculations assume all funds are introduced by Peregrine Corporate Limited and therefore represent the maximum amount payable. Peregrine Corporate Limited expects that the substantial portion of any Capital Raising fees paid will be rebated to other licensed securities dealers who introduce investors.

Note 12: Accumulated Losses

	Economic Entity 2002

Balance at beginning of year	(19,152,359)
Net loss attributable to members of
the Parent Entity	(614,121)
Balance at end of year

Statement of Financial Performance

The table below sets out Select's statement of financial performance for the year ended 31 December 2002 (audited).

	Year ended 31 December 2002
	Economic Entity
	2002
	\$
Revenue from ordinary activities	135,362
Professional Fees	(223, 543)
Auditors Remuneration	(57, 622)
Directors Fees	(150,000)
Rent	(114, 782)
Diminution of Investments	(111,610)
Other expenses from ordinary activities	(91, 926)
(Loss) from ordinary activities before income
tax expense	(614, 121)
Income tax expense relating to ordinary activities
(Loss) from ordinary activities after income tax expense Net (loss) attributable to members of the	(614, 121)
parent entity	(614, 121)
Total changes in equity other than those resulting from transactions with owners as owners	(614, 121)
Basic earnings per share (cents per share)	(1.76)
Diluted earnings per share (cents per share)	(1.76)

Note 1: The above table reflects the audited financial performance of the Company for the period January to December 2002. The corresponding period for 2001 has not been included given the significant change in nature of the Company's operating business over that time.

Statement of Cash Flows

The table below sets out Select's statement of cash flows for the year ended 31 December 2002 (audited).

	Year ended 31 December 2002 Economic Entity
	2002
	\$.
Cash Flows from Operating Activities
Receipts from customers	28,061
Payments to suppliers and employees	(555, 971)
Interest Received	36,007
Interest and other costs of finance paid	(47)
Net Cash Flows from/(used in) Operating Activities (note 1)	(491, 950)
Cash Flows from Investing Activities
Purchase of equity investments	(796, 642)
Loan to other entities	(94, 651)
Net Cash Flows from/(used in) Investing Activities	(891, 293)
Cash Flows from Financing Activities
Proceeds from issue of shares & other equity securities	1,202,762
Net Cash Flows from/(used in) Financing Activities	1,202,762
Net increase/(decrease) in Cash Held	(180, 481)
Cash at 1 January 2002	717,265
Cash at 31 December 2002 (note 2)	536,784

Note 1: Reconciliation of Cash Flows from Operations with Operating Profit (Loss) after Income Tax

	Economic Entity 2002 S
Operating Profit (Loss) after Income Tax	(614, 121)
Non Cash Movements
Increase in Provision for diminution – investments	111,610
Increase/(Decrease) in Accounts Payable	69,128
Decrease/(Increase) in Receivables	(34,769)
Decrease/(Increase) in Other Assets	(23,798)
Cash Flows from Operations	(491, 950)

Note 2: Reconciliation of Cash

Cash at the end of the financial year as shown in the Statement of Cash Flow is reconciled to items in the Statement of Financial Position as follows:

Economic Entity
2002
S
536.784

10. Investigating Accountant's Report

fC.

Hall Chadwick Corporate (NSW) Limited

2 June 2003

Investigating Accountant's Report

The Directors Select-Tel Limited Suite 2, 1233 High Street ARMADALE VIC 3143

Dear Sirs.

Re: Investigating Accountant's Report on Historical Financial Information

We have prepared this Investigating Accountant's Report (report) for inclusion in a Prospectus dated on or about 2 June 2003 relating to the issue of up to 10 million shares and 5 million options in Select-Tel Limited, to be renamed Select Vaccines Limited (the "Company"), to raise approximately \$2 million (the "Prospectus").

Expressions defined in the Prospectus have the same meaning in this report.

The nature of this report is such that it should be given by an entity which holds a dealer's licence under the Corporations Act. Hall Chadwick Corporate (NSW) Limited is partially owned by Hall Chadwick Sydney and holds the appropriate dealer's licence under the Corporations Act 2001.

Background

The purpose of the issue is to enable the Company to complete the transaction with the Burnet Institute by raising the capital required to fund the two initial projects, Hepgenics and Picoral, as detailed in sections 4.2 and 4.3 of the Prospectus. In addition, under ASX Listing Rules, the Company is required to have net tangible assets in excess of \$2.0 million.

Scope

You have requested Hall Chadwick Corporate (NSW) Ltd. to prepare an Investigating Accountant's Report covering the following information:

Historical financial information

a) The historical Statement of Financial Performance of the Company for the year ended 31 December 2002;
The historical consolidated Statement of Financial Position as at 31 December 2002 $b)$ and the pro forma consolidated Statement of Financial Position as at 31 December 2002 of the Company assuming completion of the offer and the transaction with the Burnet Institute disclosed in the prospectus;
c) The historical Statement of Cash Flows as at 31 December 2002.

(referred to collectively as the historical financial information)

Sydney Level 29 St Martins Tower 31 Market Street Sydney 2000

$(ACN: 080 462 488)$

GPO Box 3555 SYDNEY NSW 2001 $0^T$

DX 1451 Sydney

Telephone. $(02)$ $0263.2600$ Facsimile: (02) 9263 2800 Email: hesydinfo@hall chadwick.com.au

KC.

Hall Chadwick Corporate (NSW) Limited

Scope of review of historical financial information

The historical financial information set out in Section 9 of the prospectus has been extracted from the audited financial statements of the Company which were previously audited by Hall Chadwick Melbourne that issued an unqualified audit opinion in respect of the historical financia l information. The Directors are responsible for the preparation of the historical financial information. Although we examined the accounts and information provided by management we provide no assurance or take no responsibility to any users for any audit or examination of the numbers disclosed.

The proforma consolidated Statement of Financial Position at 31 December 2002 incorporates:

the Statement of Financial Position of the company referred to above. $(i)$
the impact of the Proposed Acquisition of Intellectual Property under the $(ii)$ Technology Transfer Agreements referred to at section 12.5 (e) of the Prospectus.
proceeds of the issue and related costs. $(iii)$

We have conducted our review of the historical financial information in accordance with Auditing Standard and Assurance Statement AUS 902 "Review of Financial Reports". We made such inquiries and performed such procedures as we, in our professional judgement, considered reasonable in the circumstances including:

a review of work papers, accounting records and other documents;
a review of the assumptions used to compile the pro forma Statement of Financial $\overline{a}$ Position:
a comparison of consistency in application of the recognition and measurement principles in Accounting Standards and other mandatory professional reporting requirements in Australia, and the accounting policies adopted by the Company; and
enquiry of Directors, management and others.

These procedures do not provide all the evidence that would be required in an audit, thus the level of assurance provided is less than given in an audit. We have not performed an audit and, accordingly, we do not express an audit opinion.

Statement on historical information

Based on our review, which is not an audit, nothing has come to our attention which causes us to believe that the historical financial information, as set out in Section 9 of the Prospectus:

$(a)$ does not fairly represent the historical consolidated Statement of Financial Performance of the Company for the year ended 31 December 2002,

Hall Chadwick Corporate (NSW) Limited

$(b)$ does not fairly represent the historical consolidated Statement of Financial Position of the Company at 31 December 2002, and the proforma consolidated Statement of Financial Position at that date.
does not fairly represent the historical Statement of Cash Flows as at 31 $(c)$ December 2002:
$(d)$ has not been prepared in accordance with the recognition and measurement principles prescribed in Accounting Standards and other mandatory professional reporting requirements in Australia, and the accounting policies adopted by the Company.

Subsequent events

Apart from the matters dealt with in this report, and having regard to the scope of our report, to the best of our knowledge and belief no material transactions or events outside of the ordinary business of the Company have come to our attention that would require comment on, or adjustment to, the information referred to in our report or that would cause such information to be misleading or deceptive.

Declaration

Hall Chadwick Corporate (NSW) Ltd is entitled to receive professional fees for the preparation of this report based on the time spent at usual professional rates together with the reimbursement of direct out of pocket expenses.

Mr Drew Townsend, CA, a director of Hall Chadwick Corporate (NSW) Ltd, has prepared this report. Hall Chadwick Corporate (NSW) Ltd has no interest in the promotion of this prospectus nor will Hall Chadwick Corporate (NSW) Ltd receive any benefits (other than normal professional fees) directly or indirectly, for or in connection with the preparation of this report.

The use of this report is strictly limited to the matters contained herein and is not to be read as extending, by implication or otherwise, to any other matter. We have no responsibility to update this report for events and circumstances occurring after the date of this report.

Consent for the inclusion of the Accountants Report in this Prospectus issued by the Company in both paper and electronic form and in the format and context in which it appears has been given. At the date of this report consent has not been withdrawn.

Yours faithfully

Drew Townsend HALL CHADWICK CORPORATE (NSW) LIMITED

11. Patent Attorney's Report

DAVIES COLLISON CAVE PATENT & TRADE MARK ATTORNEYS

3 June, 2003

The Directors Select-Tel Limited Suite 2 1233 High Street Armadale Vic. 3143

Our Ref: 12237950/EJH/JEH/FMT

Re: Report of Australian and Foreign Patents

Dear Sirs/Madam

Attached is a report (hereinafter referred to as the "Report") on particular Australian and foreign patents and patent applications in the name of The Macfarlane Burnet Institute for Medical Research and Public Health Limited (formerly The Macfarlane Burnet Centre for Medical Research Limited), for inclusion in a prospectus by Select-Tel Limited (hereinafter referred to as "STL").

Davies Collison Cave is a firm of patent and trade mark attorneys. All Partners involved in patent matters are Fellows of the Institute of Patent Attorneys of Australia.

The Partners and professional staff of Davies Collison Cave practice in a range of technologies including biotechnology and related recombinant technologies. The biotechnology group of Davies Collison Cave comprises five Partners, five patent attorneys and several experienced assistants. All members of the group have academic qualifications in physiology, genetics and immunology, molecular biology, microbiology and/or biochemistry. The Partners and professional staff of Davies Collison Cave work closely with a range of intellectual property specialists throughout the world.

Intellectual property may be regarded as a collective term for a group of rights which provide varying degrees of exclusivity in relation to products, processes, names, designs and drawings in industry, science or commerce. Patent rights constitute an important component of intellectual property. A patent provides protection for new, non-obvious and useful inventions for a limited period. Patents may be granted in respect of new or improved products and methods in almost all areas of current scientific, commercial and industrial activities.

Patent rights are essentially national rather than transnational and patents must be obtained in every country where protection is required. A fundamental requirement of the patent system is that the invention be "new" at the time of lodging a patent application. Newness in this sense is judged in relation to what was publicly known or used at the date of the application. Another aspect of newness involves the requirement for a distinct inventive advance over what was previously known. This means that valid patent protection cannot be obtained for trivial or obvious developments.

Pursuant to the Paris Convention, the filing of an Australian patent application establishes a priority date for the invention in all other countries which are party to this Convention including countries such as the United States, Europe and Japan. Patents in countries such as Australia which are party to the World Trade Organisation are in force for 20 years from the date of filing of the patent applications upon which the patents are granted.

The steps towards obtaining a patent in any global market generally begin by filing an Australian application accompanied by a provisional specification. The filing of a provisional application in either Australia or the United States establishes the priority date in respect of the invention disclosed in the provisional specification. Before the twelve month anniversary date of the filing of the provisional application, a complete application is bdged. At this time, to obtain protection in other jurisdictions, separate national patent applications may be filed in each of the countries in which protection is sought. Alternatively, a single International application may be filed under the provisions of the Patent Cooperation Treaty (generally referred to as a "PCT" application or an "International" application) in which it is possible to designate countries in which protection is sought. The International application itself does not mature into a worldwide patent but at the end of the International phase, steps can be taken to file the application into any or all of the countries designated in the original International application.

Regional patent applications, such as a European regional application, may also be filed. A European application may now designate any or all countries which are party to the European Patent Convention. These countries include Austria, Belgium, Bulgaria, Cyprus, Czech Republic, Estonia, Denmark, Finland, France, Germany, Greece, Ireland, Italy, Liechtenstein, Luxembourg, Monaco, Netherlands, Portugal, Romania, Slovak Republic, Slovenia, Spain, Sweden, Switzerland, Turkey and the United Kingdom. A European patent application may also be extended to certain other jurisdictions including those which are not full signatories to the European Patent Convention. The European patent application is processed centrally and in a single language and, if ultimately successful, can mature into a granted European patent. The term "European patent" actually constitutes a bundle of national patent rights, each of which can be enforced separately through national Courts.

In most jurisdictions, such as Australia, Europe, United States and Japan, examination by the relevant patent office comprises an examination of the art to which the invention pertains as it existed at the priority date of the application. This examination establishes what is referred to as the "state of the art". The patent application is measured against the state of the art and an assessment is made regarding whether the invention described in the application is new, non obvious and useful.

The patents and patent applications listed in Schedules IA, IB and IC attached hereto (hereinafter referred to as the "Patents") are in the name of The Macfarlane Burnet Institute for Medical Research and Public Health Limited (or in their former name The Macfarlane Burnet Centre for Medical Research Limited). The Patents also include patent applications that have not yet been granted.

For the purposes of the present prospectus, STL has requested that Davies Collison Cave provides the Report summarising the status of the Patents.

STL has recognised the importance of obtaining defensible and relevant patent protection for its commercial activities. Davies Collison Cave is available to provide an assessment of validity and infringement issues in Australia. Where foreign patent law is required to be interpreted, advice is sought from leading patent attorney firms in the relevant jurisdiction.

The Patents in Schedule IA relate to polypeptides of hepatitis E virus which are immunoreactive with convalescent and acute phase antibodies in subjects who have, or have had, a hepatitis E virus infection. Full details of the invention are set out in the patent specifications. The Patents which have been granted are in force and will remain in force subject to the payment of periodic fees until the expiry date. The granting of a patent is not an assurance that the patent is valid and enforceable. However, there has been no challenge at the judicial level to the validity of any of the Patents.

The Patents in Schedule IB relate to virus-like particles suitable for vaccine delivery. A provisional application has been lodged in Australia which is due for completion by 17 April, 2004.

The Patents in Schedule IC relate to anti-viral compounds. An International (PCT) application has been lodged which will enter the regional and/or national phase by 31 July 2005. The application is due to be published on 31 July, 2003.

Davies Collison Cave provides no assurance that any of Patents are valid and enforceable.

Davies Collison Cave has prepared this report at the request of STL for inclusion in their prospectus. Davies Collison Cave will be paid their usual professional fees for the preparation of this report based on commercial rates.

Yours faithfully

$A - 4 - 9$

DAVIES COLLISON CAVE

Schedule IA

Patent Schedule for Patent Family Entitled: Immunoreactive antigens of Hepatitis E virus

Country	Patent No. (Application No.)	(Priority Date) Filing Date	Status	Expiry Date
Australia	694139 (77348/94)	$(24$ September 1993) 23 September 1994	Sealed – In force	23 September 2014
Canada	(2170521)	(24 September 1993) 23 September 1994	Pending	23 September 2014
Europe (designating Austria, Belgium, Switzerland, Germany, Denmark, Spain, France, United Kingdom, Greece, Turkey, Lithuania, Italy, Luxembourg, Monaco, Netherlands, Portugal, Sweden and Slovenia)	(94928211.5)	24 September 1993 $(23$ September 1994)	Pending	23 September 2014
Hong Kong	(98108843.5)	(24 September 1993) 23 September 1994	Pending	23 September 2014
Japan	(509443/93)	23 September 1994	Pending	23 September 2014
Singapore	95574 $(9603309 - 7)$	$(24$ September $1993)$ 23 September 1994	Published	23 September 2014
United States	6,514,690 (09/172,699)	$(24$ September 1993) 23 September 1994	Sealed – In force	23 September 2014

Schedule IB

Patent Schedule for Provisional Patent Application: Viral Vector

Country	Provisioal Application No.	Priority Date	Status	Presumptive Expiry Date
Australia	2003901816	17 April 2003	Due for completion by 17 April, 2004	20 yrs from filing date of any complete application in most countries/regions.

Schedule IC

Patent Schedule for Patent Family Entitled: Anti-viral Compounds

Country	Application No.	(Priority Date) Filing Date	Status	Presumptive Expiry Date
International (PCT)	PCT/AU03/00093	(31 January 2002) 31 January 2003	Pending	31 January 2023 in most countries or regions designated.

12. Additional Information

12.1 Incorporation and Balance Date

Select was incorporated as a public company in Queensland on 25 February 1994. The Company's balance date is 31 December.

12.2 Issued Capital

The share capital of Select is divided into ordinary Shares. Following the passing of the Resolutions (which include, inter alia, a 1-for-4 consolidation of the Company's existing share capital) and prior to the issue of any new Shares or Options, there will be nine million, two hundred and seven thousand and twenty five (9,207,025) Shares on issue. In addition, there will be seven million, six hundred and thirty eight thousand, one hundred and thirty (7,638,130) Options expiring 1 February 2007 on issue. These Options are subject to the terms and conditions set out at Section 12.4.

12.3 Rights Attaching to Shares

The rights attaching to the Shares are set out in Select's Constitution ("the Constitution"). The Constitution is in a form common to public companies in Australia. A broad summary (although not an exhaustive or definitive statement) of the rights and liabilities attaching to the Shares is outlined below. The Constitution has been lodged with ASIC and is taken to be included in this Prospectus by operation of section 712 of the Corporations Act. The Company will give a copy of the Constitution to any person who requests a copy of it during the Offer period of this Prospectus, free of charge.

$(a)$ Same Class

All Shares currently on issue and offered under this Prospectus are of the same class and rank equally in all respects.

$(b)$ Voting

At a meeting of the Shareholders, every Shareholder present in person or by proxy, representative or attorney has one vote on a show of hands and one vote per Share on a poll.

A poll may be demanded by the Chairperson of the meeting, any five $(5)$ Shareholders entitled to vote present in person or by proxy, attorney or representative or by any one or more Shareholders holding not less than five percent (5%) of the total voting rights of all Shareholders.

$(c)$ Meetings of Shareholders

Each Shareholder is entitled to receive notice of and, except in certain circumstances, to attend and vote a meetings of members of Select. Each Shareholder is entitled to receive all financial reports, notices and other documents required to be sent to Shareholders under Select's Constitution, the Corporations Act or the Listing Rules.

$(d)$ Dividends

Dividends are payable out of the profits and are declared by the Directors or by the Company in general meeting if and only if Directors have recommended a dividend.

A dividend as declared shall, subject to, among other things, the rights of any Shareholder of any Shares created or raised under any special arrangement as to dividend, be payable on all Shares at a fixed amount per Share.

$(e)$ Issue of Further Shares

The Directors may, subject to any restrictions imposed by the Constitution, the Listing Rules and the Corporations Act, allot, issue, grant Options over or otherwise dispose of further Shares with or without preferential rights on such terms and conditions as they see fit.

$(f)$ Transfer of Shares

Shareholders may transfer Shares by market transfer in accordance with any computerised or electronic system established or recognised by the Listing Rules or the Corporations Act for the purpose of facilitating dealings in Shares including a transfer that may be effected pursuant to the SCH Business Rules or by an instrument in writing in a form approved by the ASX or in any other usual form or in any form approved by the Directors and as otherwise permitted by the Corporations Act.

The Directors may refuse to register any transfer of Shares other than a market transfer where permitted or required by the Listing Rules or SCH Business Rules. Select must not prevent, delay or interfere with a Proper SCH Transfer or the registration of a paper based transfer in registrable form in a manner contrary to the Listing Rules or SCH Business Rules.

Winding Up $(g)$

Select has issued only one class of Shares, which all rank equally in the event of a winding up. Once all the liabilities of Select are satisfied, a liquidator may, with the authority of a special resolution, divide the whole or any part of any surplus assets of Select. With the authority of a special resolution, the liquidator can vest the whole or any part of such property in trustees upon such trusts for the benefit of Shareholders as the liquidator thinks fit, but no Shareholder can be compelled to accept any Shares or other securities in respect of which there is any liability.

Takeover Provisions $(h)$

The Constitution contains provisions that prohibit the registration of any transfer of voting shares giving effect to an offer made under a proportional takeover scheme (that is, an offer for some but not all of the Shares in Select) until the members holding the Shares in the class for which the offer is made under the takeover have passed a resolution approving it. To remain effective, these provisions must be renewed by Select in general meeting every three $(3)$ years.

$(i)$ Directors

Select must at all times have at least a minimum number of directors specified by the Constitution, which is three $(3)$ , at least two $(2)$ of whom must ordinarily reside in Australia; and the number of Directors must not exceed the maximum number provided for in the Corporations Act. No Director, other than the Managing Director, shall be entitled to hold office for more than three (3) years without rotation. Questions arising at a meeting of Directors shall be decided by a majority vote.

Directors' Indemnity $\ddot{\mathbf{u}}$

To the extent permitted by law, Select indemnifies each Director, officer and employee of Select against any loss or liability incurred by the person in his/her capacity as an officer of Select, provided that the liability is not owed to Select, has not arisen under the civil penalty provisions of the Corporations Act and has not arisen out of conduct involving lack of good faith. Select also indemnifies such persons, to the extent permitted by law, against liability for costs and expenses incurred in successfully defending proceedings or in connection with an application in relation to such proceedings in which the Court grants relief to the person under the Corporations Act and, to the extent permitted by law, Select may also directly pay those costs.

$(k)$ Share Buy-Backs

Select may buy back Shares in itself by any of the means authorised by the Corporations Act, subject to restrictions contained in the Corporations Act and the Listing Rules.

$(1)$ Listing Rules

During any period in which Select is admitted to the Official List, and despite anything in the Constitution, if the Listing Rules prohibit an act being done, that act must not be done. Nothing in the Constitution prevents an act being done that the Listing Rules require to be done. If the Listing Rules require an act to be done or not to be done, authority is given for that act to be done or not to be done (as the case may be). If the Listing Rules require the Constitution to contain a provision or not to contain a provision, the Constitution is deemed to contain that provision or not to contain that provision (as the case may be). If a provision of the Constitution is or becomes inconsistent with the Listing Rules, the Constitution is deemed not to contain that provision to the extent of the inconsistency.

$(m)$ Alteration to Constitution

The Constitution can only be amended by special resolution passed at a general meeting of the Company. The Company must give at least twenty-eight (28) days notice of its intention to propose a resolution as a special resolution.

12.4 Rights Attaching to Options

The Options proposed to be issued if the Proposal is implemented shall have the following terms and rights (all on a post-consolidation basis). Each option entitles the holder to one ordinary share in the capital of the Company, deemed fully paid. Options are exercisable at any time prior to 5:00 pm Melbourne time on:

in the case of the Options which are proposed to be issued to the Burnet Institute: 30 June 2006; $(a)$
$(b)$ in the case of the Options which are proposed to be issued pursuant to this Offer, to the Directors and proposed Directors or their associates or nominees and to Peregrine: 31 May 2008; and
$(c)$ in the case of the existing options which are subject to the 1-for-4 consolidation pursuant to the Proposal: 1 February 2007

by completing the Option Exercise Form and delivering it together with the payment for the number of shares in respect of which the Options are exercised to the registered office of the Company.

The exercise price of the Options referred to in paragraphs (a) and (b) above is twenty cents $($ 0.20) per Option. The exercise price of each option referred to in paragraph $(c)$ above is eighty cents $(\$0.80)$ .

Subject to the Corporations Act, the Listing Rules and the Constitution of the Company, all options are freely transferable. Application will be made to the ASX for Official Quotation of the Options proposed to be issued pursuant to this Offer and to Peregrine. All ordinary shares issued upon exercise of options will rank part passu in all respects with the Company's then issued ordinary shares. The Company will apply for Official Quotation by ASX of all shares issued upon exercise of Options.

There are no participating rights and entitlements inherent in the options and holders will not be entitled to participate in new issues of capital offered to shareholders during the currency of the options. The Company will ensure that option holders will be allowed at least ten (10) business days notice to allow for the conversion of options prior to be Record Date in relation to any offer of securities made to shareholders.

In the event of any reconstruction or reorganisation of capital (including consolidation, sub-division, reduction or return) of the issued capital of the Company prior to the Expiry Date, rights of the holders of the options, the number of options and/or the exercise price of the options shall be changed to the extent

necessary to comply with the Listing Rules applying to the reorganisation of capital at the time of the reorganisation.

12.5 Material Agreements

$(a)$ Memorandum of Understanding

The terms of the agreements and transactions that comprise the Proposal were first recorded in a Memorandum of Understanding entered between the Burnet Institute, the Company and Peregrine Corporate Ltd dated 23 January 2003 ("the MOU"). The MOU expressed the overall intention of the parties concerning the Proposal. The MOU was stated to be non-binding on the parties. The terms of the MOU have now been supplanted by the transaction documents referred to below.

$(b)$ Governing Deed

The establishment of the overall arrangements incorporated in the Proposal are provided for in a deed dated the 15 April 2003 between the Company and the Burnet Institute ("the Governing Deed"). The formation of binding arrangements by the Governing Deed is subject to fulfilment of enumerated conditions precedent as follows:

(i) the procurement of all member and regulatory approvals for implementation of the transactions provided for in the Proposal, which are being sought at a meeting of Shareholders scheduled to be held on 19 June 2003;
(ii) approval of the Burnet Institute board of directors (which has occurred);

(iii) the execution and exchange of all transaction documents (which has occurred); and

(iv) the successful completion of the Capital Raising the subject of this Prospectus.

The Governing Deed requires the parties to cooperate so as to procure the commercialisation of the technologies that are to be acquired by the Hepgenics and Picoral project companies. The document also in broad terms establishes the arrangements for the capitalisation of each of the abovementioned project companies and the commencement of research programs. The parties have acknowledged under the Governing Deed that Hepgenics and Picoral are to establish Option incentive plans for the allotment of Options over ordinary shares representing up to ten percent (10%) of the fully diluted issued capital of each company. At the discretion of the boards of the relevant project companies, incentive Options are able to be allotted to key management, scientists, consultants or advisors involved in that company's activities.

The exclusive first rights to review and commercialise opportunities arising from specific existing technologies or future technologies emanating from the Burnet Institute have also been granted to Select under the terms of the Governing Deed. The rights are granted for an initial period of five (5) years. With respect to the existing technologies, any extension of the rights to review needs to be agreed through further negotiation. However, with respect to the future technologies, it has been agreed that Select may elect to extend those rights for a further period of five (5) years through the allotment of one million $(1,000,000)$ Options to the Burnet Institute. The Options would be issued with an expiry date of three (3) years from the date of issue and with an exercise price based on the prevailing market price for the Company's ordinary shares.

Procedures for exploitation of the review rights have been provided for in the document. Essentially, the Burnet Institute is required to provide Select with a scoping document regarding a relevant opportunity, following which Select would respond through provision of a proposed terms sheet. Failing acceptance of terms proposed by Select, the parties must then enter up to sixty (60) days of good faith discussions before the opportunity may be offered to third parties. The same procedures apply in relation to both the specified existing technologies and future technologies.

The Governing Deed provides for mutual warranties as to the respective capacities of the parties to enter the arrangements. In addition, the Burnet Institute has provided basic warranties as to its rights and interest in the technology that is to be subject of the research projects. However, it should be noted that the Burnet Institute's aggregate liability under its warranties has been limited to the amount of one hundred thousand dollars $(\$100,000)$ plus the value of any securities of the project companies issued in connection with implementation of the Proposal. Indemnities have been provided by the parties to support the warranties provided.

As further consideration for entering the arrangements, Select has agreed to issue the Burnet Institute with two million $(2,000,000)$ Options each to acquire one $(1)$ ordinary share in the capital of Select upon payment of an exercise price equal to the issue price of each share issued under the Capital Raising. These Options will have an expiry date of 30 June 2006.

As a condition of entering the transaction, Select has been required to represent and warrant to the Burnet Institute that all documents prepared in relation to the Capital Raising will be in compliance with applicable laws and that such documents shall not be circulated without the written consent of the Burnet Institute.

The Governing Deed also provides, at the election of the Burnet Institute, for the appointment to the Select board of a representative of the Burnet Institute and for the general arrangements concerning the establishment of a Scientific Advisory Pool. In addition, the parties have agreed that any further project companies to be established for commercialisation of a further technology would be subject to pre-emptive rights and other restrictions concerning the transfer of Securities to such companies. The Governing Deed contains other miscellaneous provisions that one would normally expect to find in a document of its type.

$\left( \mathbf{c} \right)$ Project Company Shareholder Deeds

Select and the Burnet Institute have also executed shareholders deeds regulating their rights and obligations with respect to the operation and activities of both Hepgenics and Picoral. The Hepgenics shareholders deed and the Picoral shareholders deed are dated 15 April 2003 and are substantially in the same form, save for the fact that they refer to the different technologies and projects to be undertaken by the respective companies.

The shareholder deeds provide for the creation of the capital structure of each company. Under those arrangements Select will progressively subscribe for shares in the relevant project company in tranches over an initial one $(1)$ year period. These tranches are designed to match the project company's funding requirements with respect to its planned research. The deeds also provide for the allotment to the Burnet Institute of shares in consideration of it transferring or licensing the relevant technology to the project company concerned. At the completion of one (1) year and subject to the attainment of applicable research milestones, the project companies will be owned as to sixty-five percent $(65%)$ by Select and thirty-five percent $(35%)$ by the Burnet Institute. It should be noted that these calculations ignore any shares created through the exercise of incentive Options that might in the future be allotted. Pending completion of the initial phase of the subscription programs, Select's shares will be issued as "A" class shares, which effectively entitle it to control the relevant project companies. Upon Select acquiring more than fifty percent (50%) of the relevant project company all shares will convert to ordinary shares.

The deeds recognise that, subject to achievement of relevant research milestones, Select will proceed with a second series of share subscriptions in the second year of the research project. The issue price of the second year securities will be determined by reference to the reasonable market value of the shares at the relevant time, which, failing agreement, is to be determined by reference to an independent body. The amount to be subscribed in the second year shall in no circumstances exceed seven hundred thousand dollars (\$700,000) with respect to Hepgenics and three hundred thousand dollars (\$300,000) with respect to Picoral.

Other than the subscriptions for shares that Select is entitled to make, no further allotments of shares can be made for twenty-four (24) months from the commencement of the shareholders deeds. Implementation of the shareholders deeds is subject to satisfaction of all conditions precedent under the Governing Deed.

The deeds provide for establishment of a board of directors for each company not to exceed three (3) members. Two of those appointees are to be nominated by Select, with the remaining position to be filled by a nominee of the Burnet Institute. Select shall appoint the chairman of the board.

The deeds provide that the Burnet Institute's shareholding in each project company is not to fall below seventeen and a half percent (17.5%) of the fully diluted issued capital for a period of at least twenty-four (24) months from the date the documents are executed.

Through the shareholders deeds the parties acknowledge the general objectives and activities of each company, that being the further development and possible commercialisation of the relevant technologies.

The shareholders deeds provide for the reservation to the Burnet Institute's nominated director of certain veto powers with respect to fundamental issues affecting the company. In general, resolutions at a shareholder or director level that might fundamentally change the direction or activities of the company or involve a decision of substantial materiality to the company's affairs will be subject to a power of veto on the part of the Burnet Institute's nominee. A substantial number of these restrictions automatically lapse at the expiration of two (2) years.

The shareholders deeds provide for implementation of an Option incentive plan as foreshadowed in the Governing Deed. The Options are to be non-transferable except to immediate family members and shall lapse within ninety (90) days of the allottee ceasing to provide any services to the relevant company. Exercise prices of the Options are to be determined by reference to the prevailing issue price of shares or otherwise as decided by the board. An allottee must provide at least twelve (12) months service to the relevant company before Options may be exercised.

The shareholders deeds incorporate extensive restrictions upon the transfer of shares. Effectively, shares cannot be transferred to a third party unless they are first offered for transfer to the existing shareholders of the relevant company. Only after all existing shareholders have had an opportunity to purchase the shares shall an intending transferor be able to dispose of those shares to a third party. The documents also incorporate a come along Option, whereby all shareholders may be compelled to sell their shares to a third party purchaser if the holders of at least seventyfive percent (75%) of the issued capital of the relevant company have approved such a sale. The deeds also provide Select with rights to participate in offers for sale of shares that has been made to other shareholders.

Through the deeds the parties provide basic mutual warranties as to their capacity to execute and be bound by the terms of the shareholders deeds. Otherwise, the documents contain such provisions as are usual in a document of this type.

$(d)$ Research Agreements

Each of the project companies, Hepgenics and Picoral, has engaged the Burnet Institute through a research agreement to undertake various research with respect to their relevant technologies. These research agreements are dated 15 April 2003. Again, these documents are in substantially the same form except to the extent that they relate to different research projects with respect to different technologies.

The research agreements provide for the appointment of the Burnet Institute as the contract researcher to conduct the relevant research programs, which have been specified in schedules to each document. The agreements also provide for the payment of progressive amounts to the researcher upon the satisfaction of specified research milestones. As part of the arrangements the Burnet Institute is required to provide appropriately qualified and skilled personnel and suitable premises to enable the conduct of the research program.

The agreements provide for the establishment of review procedures to inspect and monitor progress being made by the Burnet Institute in respect of each research program. These mechanisms also allow for the alteration or amendment to research programs to accommodate future developments. In circumstances where a program is no longer achieving its objectives or otherwise cannot be considered commercially viable, the relevant project company may effect a termination of the research programs upon the provision of two (2) months notice.

The research agreements confirm that all intellectual property developed as a result of the work undertaken will belong to the relevant project company.

The agreements contain extensive confidentiality provisions to prohibit the unauthorised disclosure of information, whilst the publication of scientific developments is also regulated to protect the interests of the relevant project company and its shareholders. Essentially, no scientific publication can be made without the project company first having been given a substantial period of notice.

The agreements provide for a mechanism of termination by a party where the other party is in material breach of its obligations and fails to remedy those breaches upon appropriate notice being provided. In the case of disputes or controversies, the parties have agreed that they will first attempt conciliation to resolve such matters.

The agreements otherwise contain such provisions as are usual in documents of this nature.

Technology Transfer Agreements and/or Licence Agreements $(e)$

Each of Hepgenics and Picoral has executed a technology transfer agreement to acquire technology rights relevant to its projects from the Burnet Institute. These technology transfer agreements are dated 15 April 2003. It should be noted that Hepgenics has also taken a licence agreement from the Burnet Institute over various components of the technology relevant to its research projects on the basis that there are impediments to prevent the Burnet Institute from disposing of its rights to that technology. An outline of that licence agreement is provided under Section 12.5 (f) below.

Once again, the technology transfer agreements are substantially in the same form except to the extent that differences have been incorporated to reflect the different technologies being acquired by each company.

Implementation of the technology transfer agreements is conditional upon satisfaction of the conditions precedent under the Governing Deed. Otherwise, the agreements provide for the acquisition by each project company of unencumbered title to components of the relevant technologies. The consideration for the acquisition of the technologies is to be satisfied through the allotment of shares by the purchasing project company. The shares so allotted will, following completion of the first twelve (12) months research project, equate to thirty-five percent (35%) of the issued capital of each project company.

The agreements incorporate obligations for formal completion of the transaction to the effect that the Burnet Institute is required to physically hand over and deliver all property, records and data applicable to the relevant technology to be transferred. Other provisions provide for cooperation between the parties on pursuing protection of intellectual property rights both pending and following completion of the transaction.

The agreements expressly acknowledge that the project companies shall not take over responsibility for any debts, liabilities or obligations due by the Burnet Institute in relation to the relevant technologies.

Mutual warranties have been provided by the parties as to their capacity to enter and implement the matters provided for in the agreements. In addition, the Burnet Institute has itself provided basic warranties as to its entitlement to the relevant technologies and its ability to sell such technologies to the relevant project companies on an unencumbered basis. However, as was provided for in the Governing Deed, these latter warranties are subject to a limitation of liability such that the Burnet Institute's aggregate liability will not exceed one hundred thousand dollars (\$100,000) plus the value in kind or in value of Securities in the project companies received by the Burnet Institute in connection with implementation of the Proposal. Indemnities have been provided by the parties to underpin the warranties provided.

Otherwise, the agreements contain such miscellaneous provisions as are usual in documents of this nature.

$(f)$ Licence Agreement

A specific segment of the technology to be used by Hepgenics in developing diagnostic test kits was originally developed by the Burnet Institute in collaboration with a syndicate involving outside investors. The syndicate arrangements have previously ceased, although the Burnet Institute and the syndicate entities agreed that if, revenues they derived from the technology ever exceeded a specified level, they would commence payment of a royalty stream to their former syndicate partners. This encumbrance to the Burnet Institute's title to this particular technology meant that its use by Hepgenics should be by way of licence rather than acquisition.

The licence granted by the Burnet Institute and the former syndicate entities is dated 15 April 2003 and is exclusive and perpetual. It enables Hepgenics to exclusively exploit and/or commercialise the technology for the payment of a nominal royalty of one dollar (\$1.00) per annum. However, if gross revenue derived by Hepgenics through exploitation of this specific technology were to exceed approximately one hundred and thirty-six million, two hundred and sixty thousand dollars $(\$136,\$260,000)$ , Hepgenics would be required to commence payment of a royalty on further sales in favour of the Burnet Institute's former syndicate entity. The rate of the royalty in respect of application of the technology in the diagnostics field is five and a half percent (5.5%) of gross receipts above the one hundred and thirty-six million, two hundred and sixty thousand dollar $(\$136,260,000)$ threshold. Because it is not possible to determine in advance whether the technology may be applied in other fields and, if so, the royalty rate(s) that would be reasonable in respect of a particular application, it has been agreed that an arm's length commercial rate is to be agreed or determined. If the technology is applied in other fields, the royalty rate applicable to gross receipts above the one hundred and thirty-six million, two hundred and sixty thousand dollars $(\$136,260,000)$ threshold is to be agreed between the parties, or in the absence of agreement, determined by an independent expert, having regard to arm's length commercial rates of royalties payable under licences for the use of comparable technologies in the relevant field. In effect, the payment of such commercial royalty has been set to commence at a point when the Burnet Institute syndicate entities would have otherwise commenced payment of a commercial royalty of their own to their former partners. These arrangements mean that, when that point is reached, the Burnet Institute and its former syndicate entities will have sufficient funds to meet their obligations.

It is important to note that, in calculating any liability for commercial royalties under the licence, Hepgenics is only required to take account of revenue derived from use of this specific technology. In cases where the technology is used in conjunction with other technologies, a procedure for determining the allocation of revenue through engagement of an independent expert has been agreed.

Any enhancements or improvements to the technology made through Hepgenics conducting further research will enure to the benefit of Hepgenics. Otherwise, the licence agreement contains such other miscellaneous terms as are usual in a document of this nature.

Consulting Agreement - Martin Soust & Co Pty Ltd - Dr Martin Soust $(g)$

Select has engaged Martin Soust & Co Pty Ltd to provide the services of Dr Martin Soust as Chief Executive Officer. In this role, Dr Soust will be responsible for managing the day-to-day activities of the Company, which are expected to predominantly involve overseeing the performance of the research and development programs of Hepgenics and Picoral and liaising with the Company's scientific advisors. Under these arrangements, the Company has agreed to pay consulting fees of seventy-five thousand dollars per annum $(\$75,000$ p.a.) for the term of the appointment of twelve (12) months. Dr Soust will be required to spend a minimum of thirty percent (30%) of all working hours on the Company's activities. In light of these arrangements, Dr Soust is not being paid a directors fee.

$(h)$ Accounting and Administrative Services Agreement

In recognition of the focus of Select's management being the coordination of scientific research and development and the promotion of new technologies, the Company has entered into an agreement with Malvas Pty Ltd to provide accounting and administrative services. Accounting services include posting of general ledgers through preparation of consolidated financial reports. Malvas Pty Ltd will be responsible for liaison with auditors in relation to the audit of annual accounts and will ensure that all statutory and ASX listing reporting obligations are met. Malvas Pty Ltd will discharge all responsibilities normally undertaken by the secretary of the Company and its accounting staff. The fees payable under this arrangement are twelve thousand dollars per month (\$12,000 p.m.) exclusive of GST.

12.6 Interests in Securities

The Directors of the Company at the date of this Prospectus are Mr Bryan Frost (Chairman), Mr Peter Marks, Dr Martin Soust and Mr Jonathan Brett. Subject to the passing of the Resolutions, Mr Jeremy Cooper will also be appointed to the Board of Directors as Finance Director.

Messrs Frost, Marks, Brett and Cooper currently hold securities directly and/or indirectly in the Company and will be eligible for further securities upon implementation of the Proposal. Dr Soust currently holds no securities in the Company, but will become eligible to receive securities upon implementation of the Proposal. All Directors are seeking authorisations to acquire further Shares and Options by subscription under this Offer.

The Directors and proposed Director of the Company have an interest in the promotion of the Company and the offer of Shares and Options that forms part of the Proposal insofar as they hold current and/or prospective interests in securities of the Company. These current and prospective interests are detailed as follows:

	B. Frost	P. Marks	M. Soust	J. Brett	J. Cooper
Current Shares (Post Consolidation)	984,953	62,500	Nil	259,742	62,500
Current Options Expiring 01/02/2007 (Post Consolidation)	1,097,183	295,278	Nil	428,690	250,000
New Options Expiring 31/05/2008	750,000	750,000	750.000	750,000	750,000
Additional Shares by Subscription	$Up\ to$ 500,000	$Up$ to 250,000	$Up$ to 250,000	$Up$ to 250,000	$Up$ to 250,000
Attaching Options Under Placement	Up to 250,000	$Up$ to 125,000	$Up$ to 125,000	$Up$ to 125,000	$Up$ to 125,000

Notes:

(a) Mr B Frost's current holdings incorporate those securities held by Peregrine Corporate Ltd ("Peregrine"). Messrs Frost, Marks and Cooper are all directors of Peregrine.
(b) The additional Shares and attaching Options referred to represent the maximum subscriptions for which authorisation is being sought under the Proposal. Actual subscriptions will be at the discretion of the individual Directors and subject to compliance with the takeover provisions of the Corporations Act, as applicable.
(c) The current Options held, which expire on 1 February 2007, will, on implementation of the Proposal, be subject to a cancellation offer to be made by the Company at two cents (\$0.02) per Option.

In addition to the above, the Proposal provides for the following further securities to be issued by the Company:

The Burnet Institute is to be allotted two million $(2,000,000)$ free Options expiring 30 June 2006 with an exercise price of twenty cents (\$0.20) each.

Peregrine will be issued up to five million $(5,000,000)$ Shares and five million $(5,000,000)$ Options expiring 31 May 2008 with an exercise price of twenty cents (\$0.20) each. As stated, Messrs Frost, Marks and Cooper are directors of Peregrine. These securities are being issued for services provided by Peregrine in connection with the sourcing and implementation of the Proposal. It is intended that three million (3,000,000) of the Shares and Options will be issued upon implementation of the Proposal, and the balance of two million (2,000,000) will only be issued if the Company proceeds with the second year funding of the Hepgenics and Picoral projects.

12.7 Remuneration of Directors

The Constitution of Select provides that the amount of fixed remuneration payable to non-executive Directors shall not exceed, in aggregate, an amount fixed by the Company at a general meeting. Under the Proposal, a resolution is being put forward to Shareholders of the Company seeking approval for an increase in the maximum total that may be paid to non-executive Directors of fifty thousand dollars per annum $(\$50,000 p.a.),$ so as to increase the overall amount to one hundred and fifty thousand dollars per annum (\$150,000 p.a.). The proposal to increase the amount available to pay non-executive Directors is made to enable the Company to maintain a competitive remuneration level in line with market conditions, so that it can attract and maintain high calibre Directors. It also gives the Company the discretion to retain further non-executive Directors in the future should that be considered necessary. Pursuant to Select's Constitution, non-executive Directors are also entitled to be paid reasonable travel, accommodation and other expenses incurred in consequence of their attendance at board meetings and otherwise in the execution of their duties as Directors. Where the Company requests non-executive Directors or their related entities to perform additional services outside the normal scope of their duties as Directors, further amounts may be paid at ordinary commercial rates for such services.

Upon implementation of the Proposal, it has been agreed that Directors fees will be allocated and paid as follows:

$\left( a\right)$ The Chairman of the board of Directors Mr Bryan Frost is entitled to receive a director's fee of ninety thousand dollars per annum (\$90,000 p.a.).
$(b)$ Executive Director Mr Peter Marks and proposed Executive Director Mr Jeremy Cooper shall each be paid director's fees at an rate of forty thousand dollars per annum (\$40,000 p.a.).
Non-Executive Director Mr. Jon Brett shall be paid a director's fee of thirty thousand dollars $(c)$ per annum (\$30,000 p.a.).

12.8 Advisory Fees and Charges

The Proposal provides for payment on implementation of certain fees and charges to Peregrine. Peregrine is a licensed securities dealer, the directors of which include Bryan Frost, Peter Marks and Jeremy Cooper, who are also Directors or, in the case of Mr Cooper, a proposed Director of Select.

Peregrine's fees and charges include those for services provided to Select in connection with identifying, sourcing and implementing the Proposal. Implementation of the Proposal includes the successful completion of the Offer the subject of this Prospectus.

The fees and charges of Peregrine are to be paid as follows:

$(a)$ An allotment of three million $(3,000,000)$ Shares and three million $(3,000,000)$ options expiring 31 May 2008 with an exercise price of twenty cents (\$0.20) each on implementation of the Proposal.
$(b)$ An allotment of two million $(2,000,000)$ Shares and two million $(2,000,000)$ options expiring 31 May 2008 with an exercise price of twenty cents (\$0.20) each conditional upon Select electing to proceed with second year funding of the Hepgenics and Picoral projects.
$(c)$ An issue management fee of up to twenty thousand dollars (\$20,000) in connection with this Offer.
$(d)$ Fees of approximately sixty-four thousand dollars (\$64,000) with respect to previous corporate advice provided by Peregrine to Select, which will be paid on the completion of the Capital Raising.
$(e)$ Capital Raising fees of five percent (5%) of funds raised (maximum one hundred thousand dollars (\$100,000)) of which Peregrine expects the substantial portion thereof to be rebated by Peregrine to other licensed securities dealers who introduce investors to the Capital Raising.

Oakley Thompson & Co Pty Ltd has acted as solicitors to the Offer and have performed work in relation to the preparation of various contracts, assisting in the conduct of due diligence, providing advice in connection with due diligence matters and performing work in relation to this Prospectus. Select estimates that it will pay amounts totally approximately fifty six thousand dollars (\$56,000) (excluding disbursements and GST) to Oakley Thompson & Co Pty Ltd in respect of these services.

Hall Chadwick Corporate (NSW) Limited has prepared the investigating accountant's report provided in this Prospectus. The Company estimates it will pay Hall Chadwick Corporate (NSW) Limited approximately twelve thousand dollars (\$12,000) (excluding disbursements and GST) in respect of these services.

Davies Collison Cave has prepared the patent attorney's report provided in this Prospectus. The Company estimates it will pay Davies Collison Cave approximately four hundred dollars (\$400) (excluding disbursements and GST) in respect of these services.

12.9 Consents

Burnet Institute has given and, before lodgement of this Prospectus, has not withdrawn its written consent to be named in the Prospectus in the form and context in which it appears. Burnet Institute has not authorised or caused the issue of this Prospectus and takes no responsibility for its contents.

Peregrine Corporate Ltd has given and, before lodgement of this Prospectus, has not withdrawn its written consent to be named in the Prospectus as corporate advisor to the Offer in the form and context in which it appears. Peregrine Corporate Ltd has not dherwise authorised or caused the issue of this Prospectus and takes no responsibility for its contents other than the references to being named as corporate advisor.

Oakley Thompson & Co Pty Ltd has given and, before lodgement of this Prospectus, has not withdrawn its written consent to be named in the Prospectus as solicitor to Select in the form and context in which it is named. Oakley Thompson & Co Pty Ltd specifically disclaims liability to any person in the event of any omission from or false and misleading statement included elsewhere in this Prospectus. Oakley Thompson & Co Pty Ltd has not otherwise authorised or caused the issue of this Prospectus and takes no responsibility for its contents other than the references to being named as solicitors.

Hall Chadwick has given and, before lodgement of this Prospectus, has not withdrawn its written consent to be named in the Prospectus as auditors to Select in the form and context in which it is named in this Prospectus. Hall Chadwick has only been involved in the preparation of Section 9 of this Prospectus where it is named as auditor. Hall Chadwick specifically disclaims liability to any person in the event of any omission from or any false or misleading statement included elsewhere in this Prospectus.

Hall Chadwick Corporate (NSW) Limited has given and, before lodgement of this Prospectus, has not withdrawn its written consent to be named in the Prospectus as investigating accountants to Select in the form and context in which it is named and to the inclusion of the investigating accountant's report in this Prospectus in the form and context in which it appears and references to that report in this Prospectus. Hall Chadwick Corporate (NSW) Limited has only been involved in the preparation of Section 10 of this Prospectus where it is named as investigating accountant. Hall Chadwick Corporate (NSW) Limited specifically disclaims liability to any person in the event of any omission from or any false or misleading statement included elsewhere in this Prospectus.

Security Transfer Registrars Pty Ltd has given and, before lodgement of this Prospectus, has not withdrawn its written consent to be named in the Prospectus as share registry to Select in the form and context in which it is named. Security Transfer Registrars Pty Ltd has not otherwise authorised or caused the issue of this Prospectus and takes no responsibility for its contents other than the references to being named as share registry.

Davies Collison Cave has given and, before lodgement of this Prospectus, has not withdrawn its written consent to be named in the Prospectus as patent and trademark attorneys to Select in the form and context in which it is named and to the inclusion of the patent attorney's report in this Prospectus in the form and context in which it appears and references to that report in this Prospectus. Davies Collison Cave has only been involved in the preparation of Section 11 of this Prospectus where it is named as patent and trademark attorneys. Davies Collison Cave specifically disclaims liability to any person in the event of any omission from or any false or misleading statement included elsewhere in this Prospectus.

12.10 Expenses of the Offer

The estimated expenses connected with the Offer, including fees of promoters, solicitors, accountants, printing and other miscellaneous expenses are payable by Select and are estimated to be in the total sum of approximately two hundred thousand dollars (\$200,000).

12.11 Litigation

Select is not involved in any material legal or arbitration proceedings nor, as far as the directors are aware, are any proceedings pending or threatened against Select.

12.13 Corporate Governance

The Directors intend that the Company adopt appropriate corporate governance policies and practises as provided in Appendix 4A to the ASX Listing Rules.

12.14 Audit Risk and Compliance Committee

The Audit, Risk and Compliance Committee, which is a committee of the board of directors, is responsible for considering risk management, legal compliance and financial reporting. It also considers annual and half yearly financial statements of the Company and such other similar statements as may be appropriate. The committee has no management or decision-making role. It is a review and recommend committee of the full Board. The committee is charged with the responsibility for monitoring the establishment and effective operation of adequate risk management procedures. The committee reports to the Board on the operation of key administrative and internal control systems and compliance with relevant legislation. It provides the Board with assurance as to the reliability of financial information for inclusion in the financial statements. It comprises at least two members of the Board. Currently the committee comprises Mr Bryan Frost and Mr. Peter Marks.

12.15 Electronic Prospectus

13. Glossary

This Glossary is provided to assist persons in understanding some of the expressions used in this Prospectus. The following terms used in this Prospectus and the Application Form have the meanings defined below.

S	Australian dollars unless otherwise specified
Adjuvant	A substance, which non-specifically and synergistically increases a host's immune response to a (specific) antigen, e.g. a vaccine
Antigen	A substance that, when introduced into the body, induces an immune response by a specific antibody and/or immune cell
Applicant(s)	A person or company who has submitted a duly completed Application Form
Application Form	The application attached to and forming part of this Prospectus in relation to the subscription for Shares and Options issued pursuant to this Prospectus
Application Monies	Monies forwarded for subscription for Shares and Options which are the subject of the Offer
Assay	Laboratory test or technique to identify and/or measure the amount of a particular substance in a sample, or for determining characteristics such as composition, purity, activity and weight. Used to determine whether compounds (drugs) have the desired effect
ASIC	Australian Securities and Investments Commission
ASX	Australian Stock Exchange Limited
Attenuated	Weakened; with reference to vaccines, made from pathogenic organisms that have been treated so that although they are alive, they are unable to cause diseases
Burnet Institute	The Macfarlane Burnet Institute of Medical Research and Public Health ABN 49 007 349 984
Business Day(s)	Those days other than Saturday, Sunday and any other day in which the ASX shall declare and publish is not a business day
Biotechnology	Development of products by a biological process
Capital Raising	The Offer of Shares and Options under this Prospectus to raise between \$1.6 and \$2 million
Cell	The smallest structural unit of living organisms that is able to grow and reproduce independently
CHESS	Clearing House Electronic Subregister System
Closing Date	27th June 2003 (5:00pm WST), or such earlier or later date or time as the Directors may determine
Company	Select-Tel Limited ABN 25 062 063 692 to be re-named Select Vaccines Limited upon the passing of the Resolutions
Corporate Advisor	Peregrine Corporate Limited ABN 40 062 478 997

Corporate Directory	The Section of this Prospectus entitled Corporate Directory
Directors	Members of the Board of Select Vaccines Limited
Dollars, \$ or AUD	Australian currency
Efficacy	Capacity to protect
ELISA	Enzyme-linked immunosorbent assay; a laboratory-based test
Endemic	A disease that is regularly found amongst a particular people or geographic area
Enteroviruses	Small viruses that multiply in the gut mucosa and are transmitted from person to person by the faecal-oral route (and are in the picornavirus family). Most enterovirus infections occur during childhood
Epidemic	A surge of new infection of a disease (e.g. influenza) in a susceptible group
EST	Eastern Standard Time in Melbourne, Victoria
FDA	Food and Drug Administration of the USA
Genome	All of the DNA in an organism, which includes genes and other DNA that does not carry genetic code, or in some cases RNA of a virus
HAV	Hepatitis A Virus (the A strain of viral hepatitis)
HCV	Hepatitis C Virus (the C strain of viral hepatitis)
HEV	Hepatitis E Virus (the E strain of viral hepatitis)
Hepgenics	Hepgenics Pty Ltd ABN 44 104 360 714
High Throughput Screening	A process in which batches of compounds are tested for binding activity or biological activity against target molecules, and seeks to evaluate large numbers of compounds rapidly and in parallel
ICT	Immunochromatographic diagnostic test kit platform
Immune System	The aggregation of cells, biological substances (such as antibodies), and cellular activities that work together to provide resistance to disease
Immunity	Non-susceptibility to a disease, or to the toxic effects of antigenic material
Investigating Accountant's Report	The report prepared by Hall Chadwick Corporate (NSW) Limited and included in this Prospectus at Section 10
In vitro	Literally, "in glass", performed in a test tube or other laboratory apparatus
Issue	The issue of Shares and Options pursuant to the offer contained in this Prospectus
Issue Price	\$0.20
Memorandum	Information Memorandum dated $17th$ April 2003 lodged by Select in connection with the Notice of Annual General Meeting to be held on $19th$ June 2003
Minimum Subscription	Applications under the Offer or by placement of any shortfall for at least 8,000,000 million Shares and 4,000,000 attaching free options, to raise a

	minimum of \$1,600,000 million (before costs)
Listing Rules	The Official Rules of the ASX
Mutation	A sudden random change in the genetic material of a cell
Offer	The proposed offer made in this Prospectus of up to $10,000,000$ shares and 5,000,000 attaching free options at an issue price of \$0.20 each
Offer Period	The period under which the Securities offered in this Prospectus will be available for investment
Offer Price	20 cents $(S0.20)$ per Share
Official List	The Official List of entities which the ASX has admitted and not removed
Official Quotation	Official Quotation by the ASX
Option	An option to subscribe for and be issued with a Share upon payment of the exercise price of 20 cents each
Patent Attorney's Report	The report prepared by Davies Collison Cave and included in Section 11 of this Prospectus
Patent Cooperation Treaty ("PCT")	The international agreement with enables parties to seek patent protection for an invention simultaneously in each of a large number of countries by filing an "international" patent application
Peptide	A sub-unit of a protein comprising two or more amino acids covalently joined by peptide bonds
Picoral	Picoral Pty Ltd ABN 42 104 360 705
Proposal	The proposed transaction between Select-Tel Limited and the Burnet Institute as detailed in the Memorandum and Prospectus
Protein	The ultimate expression product of a gene made up of a variety of amino acids joined by peptide linkages. Proteins are the "workhorses" of living systems and include enzymes, antibodies, receptors and peptide hormones
R&D.	Research and development
Resolutions	The resolutions to be put to the Annual General Meeting of Select-Tel Limited as detailed in the Notice of Annual General Meeting and Memorandum
Prospectus	This Prospectus and if applicable any supplementary Prospectus lodged with ASIC
Securities	The Shares and Options offered under this Prospectus
Share	An ordinary share in the capital of Select Vaccines Limited (deemed fully paid)
Shareholders	Holders of Select-Tel or Select Vaccines Shares recorded on the register of members
Share Registrar	Security Transfer Registrars Pty Ltd ACN 008 894 488
Tissue Culture	In vitro growth of segments of tissue

US\$	United States currency (United States of America dollars)
Vaccination	The term used to describe the process of immunisation for the special purpose of protecting against disease caused by an infectious agent
Vaccine	A preparation that contains an antigen consisting of whole disease-causing organisms inactivated (killed) or live attenuated (weakened), or parts of such organisms, and is used to confer immunity against the disease that the organisms cause
Virus	Infective agent causing disease in man. A submicroscopic organism that contains genetic information (RNA or DNA), but which cannot reproduce itself. To replicate, it must invade another cell and use parts of that cell's reproductive machinery
VLP.	A virus-like particle
WST	Western Standard Time
WHO	World Health Organization

Trademarks, brand names and proprietary names of third parties referred to herein are the property of the relevant party or parties entitled to them. The holders of such have not caused the issue of this Prospectus.

APPENDIX - NOTICE OF ANNUAL GENERAL MEETING 2003

SELECT-TEL LIMITED

ABN 25 062 063 692

Notice is given that the 2003 Annual General Meeting of Select-Tel Limited ("the Company") will be held at Suite 2, 1233 High Street, Armadale, Victoria, 3143 on Thursday, 19 June 2003 at 10 am.

BUSINESS

2002 ANNUAL FINANCIAL STATEMENTS

To lay before the Meeting the Annual Financial Statements of the Company comprising the annual financial report, the directors' report and the auditor's report,

PROPOSED RESOLUTIONS - ORDINARY BUSINESS

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

Resolution 1: RE-ELECTION OF DIRECTOR - Mr BRYAN FROST

"That Mr Bryan Frost, a director who retires by rotation and is eligible for re-election, be re-elected as a Director of the Company."

RE-ELECTION OF DIRECTOR - Mr PETER MARKS Resolution 2:

"That Mr Peter Marks, a director who retires by rotation and is eligible for re-election, be re-elected as a Director of the Company."

RE-ELECTION OF DIRECTOR - Dr MARTIN SOUST Resolution 3:

"That Dr Martin Soust, a director appointed to fill a casual vacancy and eligible for re-election, be re-elected as a Director of the Company."

Resolution 4: NON-EXECUTIVE DIRECTORS' REMUNERATION

"That the aggregate sum per annum available for payment to the non-executive Directors of the Company as remuneration for their services be increased to a maximum of \$150,000 per annum."

Resolution 5: CHANGE OF ACTIVITIES

"That, subject to Resolutions 6, 8 and 9 being passed (with or without amendment) and Resolution 16 being passed (without amendment), members approve changing the activities of the Company to include medical and biomedical research, and the development and commercialisation of medical and biomedical technology."

1 FOR 4 CONSOLIDATION OF CAPITAL Resolution 6:

If Resolution 5 is passed (with or without amendment), to consider and, if thought fit, to pass the following resolution as an ordinary resolution:

"That, subject to Resolutions 8 and 9 being passed (with or without amendment) and Resolution 16 being passed (without amendment), the Company resolves:

to consolidate all issued and unissued ordinary shares in the capital of the Company by consolidating each four (4) ordinary shares into one (1) ordinary share, rounding down any fractional entitlements; and

to consolidate all unexpired issued options to acquire shares at the same ratio (that is, by consolidating each four (4) options into one (1) option) rounding down any fractional entitlements, and increasing the exercise price of each option to eighty cents (\$0.80). The terms and expiry date of each option shall otherwise remain the same.

PROPOSED VOLUNTARY CANCELLATION OF OPTIONS Resolution 7:

If Resolutions 5 and 6 are passed (with or without amendment), to consider and, if thought fit, to pass the following resolution as an ordinary resolution:

"That members approve the Company making offers to cancel and, in respect of accepted offers, cancelling up to all the issued options of the Company having an expiry date of 1 February 2007 and exercise price of eighty cents (\$0.80), for a consideration of two cents (\$0.02) per option, all on a post-consolidation basis.

IMPLEMENTATION OF THE PROPOSAL AND ISSUE OF OPTIONS Resolution 8:

If Resolutions 5 and 6 are passed (with or without amendment), to consider and, if thought fit, to pass the following resolution as an ordinary resolution:

"That, subject to Resolution 9 being passed (with or without amendment) and Resolution 16 being passed (without amendment), members approve the Company's implementation of the Proposal including, subject to completion of the conditions precedent described in the Information Memorandum which accompanied and formed part of the Notice of Meeting, issuing two million (2,000,000) options (each to acquire one ordinary share in the capital of the Company deemed fully paid at an exercise price of twenty cents (\$0.20), expiring on 30 June 2006), all on a post-consolidation basis, to The Macfarlane Burnet Institute for Medial Research and Public Health Ltd ("the Institute") pursuant to the Governing Deed between the Company and the Institute, all as more fully described in the Information Memorandum."

Resolution 9: PROPOSED ISSUE OF SHARES & OPTIONS

If Resolutions 5, 6 and 8 are passed (with or without amendment), to consider and, if thought fit, to pass the following resolution as an ordinary resolution:

"That, subject to Resolution 16 being passed (without amendment), the Company authorises the proposed issue of up to ten million (10,000,000) ordinary shares in the capital of the Company (deemed fully paid) at an issue price of twenty cents (\$0.20)per share and up to five million (5,000,000) one-for-two free attaching options (each to acquire one (1) ordinary share in the capital of the Company deemed fully paid at an exercise price of twenty cents (\$0.20), expiring on 31 May 2008), all on a post-consolidation basis, pursuant to the proposed placement to clients of Peregrine Corporate Limited described in the Information Memorandum which accompanied and formed part of the Notice of Meeting."

APPROVAL OF PARTICIPATION IN PLACEMENT BY DIRECTORS & RELATED PARTIES Resolution 10:

If Resolutions 5, 6, 8 and 9 are passed (with or without amendment), to consider and, if thought fit, to pass the following resolution as an ordinary resolution:

"That, subject to Resolution 16 being passed (without amendment), the Company authorises the participation by directors of the Company and/or their associates or nominees in the proposed placement the subject of Resolution 9 by applying for and receiving up to a total of one million, five hundred thousand ordinary (1,500,000) shares in the capital of the Company (deemed fully paid) at an issue price of twenty cents (\$0.20) per share and up to a total of seven hundred and fifty thousand (750,000) one-for-two free attaching options (each to acquire one ordinary share in the capital of the Company deemed fully paid at an exercise price of twenty cents (\$0.20), expiring on 31 May 2008), all on a post-consolidation basis."

Resolution 11: APPROVAL OF PROPOSED ISSUE OF OPTIONS TO Mr BRYAN FROST