ACN 091 744 884 Level 4, 72 Pitt Street Sydney NSW, 2000 Australia

ASX Announcement

31 October 2008

Information Memorandum – 31 October 2008

MDS Financial Group Ltd have announced that it has appointed BoxRED Pty Ltd and Matilda Partners Pty Limited as Lead Managers in a Capital Raising of $2,000,000 by the way of an offer of the issue of 50,000,000 new Shares.

About Box Red Pty Ltd

Box Red is a Noosa based boutique corporate advisory firm. Since 1985 Box Red's principals have completed a wide range of transactions for both clients and associated investment portfolios. Box Red provides advice and solutions from start up ventures to complex public company listings and their subsidiaries.

In addition to Box Red's corporate experience they are also a private investment company which over the last 18 months has invested in a number of IT based companies that are at varying levels of their business cycle. www.boxred.com

About Matilda Partners Pty Ltd

Matilda Partners provides advisory services to a network of media companies. Matilda Partners is a subsidiary of Matilda Capital Pty Ltd. The company is a media rights investment and advisory house, and specialist media funds manager in addition to more mainstream capital markets advisory activities. Alex Hartman of Matilda Partners has previously provided services to companies including Telstra, Commonwealth Bank of Australia, ETT Limited, Biometrics Limited, McDonalds Corporation, FilmOn.com and Gresham Advisory Partners. www.matildacapital.com

For more information please contact:

Sean Rothsey Chairman MDS Financial Group Limited

Phone: +61 7 54426080 Mobile: +61 (419 712 685 Allan Shek Director and Company Secretary MDS Financial Group Limited

Phone: +61 2 9300 3500

MDS Financial Group Limited

Information Memorandum

31 October 2008

Information Memorandum

MDS Financial Group Limited ACN 091 744 884

An Offer of up to 50,000,000 fully paid ordinary Shares at an offer price of $ 0.04 cents per Share

For Sophisticated Investors

Offer open until the 17th of November 2008

IMPORTANT NOTICE

Investment in the Shares of MDS Financial Group Limited must be regarded as speculative.

This Information Memorandum is not a prospectus. It is not required to be lodged with or reviewed by the Australian Securities and Investments Commission.

This is an important document and requires your immediate attention. It should be read in its entirety. If you are in doubt about what to do, you should consult your professional advisor(s). An Investment in Shares offered under this Information Memorandum should be considered speculative in nature. There is currently limited liquidity in the Company's Shares. Any offer for sale of the Shares must be made in accordance with the Corporations Act and any other applicable law, including the Company's own Constitution.

Some terms used in this Information Memorandum are defined in the Glossary.

This Information Memorandum has been prepared by MDS Financial Group Limited ('MDS' or 'The Company'). This Information Memorandum sets out the general information concerning MDS and its business ('Business').

THIS IS NOT A PROSPECTUS

Lead Manager BoxRED Pty Limited ACN 115 730 642 and Matilda Partners Pty Ltd ACN 119 935 723

MDS is an Australian public company. The purpose of this Information Memorandum is to provide the recipient and its related bodies corporate and their respective directors, officers, employees, agents, representatives and advisers (together the 'Recipient') with general information concerning the Business, including financial information, to assist the Recipient in deciding whether to invest in the Company under the terms of this information memorandum. It does not provide all information interested parties will require in order to evaluate MDS for the purpose of an Investment in the Company.

Recipient to conduct own investigation and analysis

This Information Memorandum is not to be considered as a recommendation by MDS and its advisers or any of their officers, employees, agents or advisers that any Recipient invest in the Shares, or that an investment in Shares is a suitable investment for the Recipient. The Recipient should conduct and rely upon its own investigation and analysis of the information in this Information Memorandum and other matters that may be relevant to it in considering whether to acquire the Shares. Each Recipient considering an investment in the Shares must make, and will be taken to have made, its own independent investigation and analysis of the information in this Information Memorandum. Independent expert advice (including from a Recipient's accountant, lawyer or other professional adviser) should be sought before making a decision to invest in the Shares.

Not a document requiring lodgement with ASIC

This Information Memorandum is not a prospectus or other disclosure document required to be lodged with ASIC under Chapter 6D of the Corporations Act as the Offer is only made to persons who, or in circumstances that, fall within one of the exclusions from the disclosure requirement contained in Section 708 of the Corporations Act. Nor is this Information Memorandum a product disclosure statement or similar document required under Chapter 7 of the Corporations Act. Accordingly, this Information Memorandum does not contain the information that would be contained in a prospectus or other disclosure document prepared under the Corporations Act and does not purport to contain all of the information that may be necessary or desirable to enable a potential investor to properly evaluate and consider an investment in the Shares.

No responsibility for contents of Information Memorandum

To the maximum extent permitted by law, no representation, warranty or undertaking, express or implied, is made and, to the maximum extent permitted by law, no responsibility or liability is accepted by MDS and its advisers or any of their officers, employees, agents or advisers or any other person as to the adequacy, accuracy, completeness or reasonableness of this Information Memorandum. To the maximum extent permitted by law, no responsibility for any errors or omissions from this Information Memorandum whether arising out of negligence or otherwise is accepted. This Information Memorandum contains various opinions, estimates and forecasts which are based upon assumptions that may not prove to be correct or appropriate. Except to the extent implied by law, no representation or warranty as to the validity, certainty or completeness of any of the assumptions or the accuracy of the information, opinions, estimates or forecasts contained in this Information Memorandum is made by any of MDS and its advisers or any of their officers, employers, agents or advisers.

Further Information

MDS may in its sole and absolute discretion, but without being under any obligation to do so, update or supplement this Information Memorandum. Any further information will be provided subject to these conditions.

Acknowledgments

Each Recipient acknowledges that:

a) no person has been authorised to give any information concerning MDS Financial Group Limited or the Shares other than as contained in this Information Memorandum and, if given, that information cannot be relied upon as having been authorised by MDS; and
b) they have been afforded an opportunity to request, and have received and reviewed, all information considered by them to be necessary or appropriate to verify the accuracy of, or to supplement the information contained in, this Information Memorandum and to make an informed decision about investing in the Shares.

No contract

This Information Memorandum, including any update or supplement to it, does not and will not form part of any contract for the subscription for Shares in MDS that may result from the review, investigation and/or analysis of the Business by the Recipient, any intending investors or their advisors. Any contract for an investment in the Company will contain all information, representations and warranties upon which there may be any reliance. The formal contract will also contain an acknowledgement by the Recipient that it has not relied on any representations or warranties by MDS or its advisers in entering into the contract for investment other than any representations and warranties set out in the contract.

Accuracy of projections and forecasts

All projections and forecasts in this Information Memorandum are for illustrative purposes only, using the assumptions described in this document. Actual results may be materially affected by changes in economic and other circumstances. The reliance that the Recipient places upon the projections and forecasts is a matter for its own commercial judgment. No representation or warranty is made that any projection, forecast, assumption or estimate contained in this Information Memorandum should or will be achieved.

Speculative investment and liquidity not guaranteed

An investment in the Shares is to be considered speculative. Liquidity in the Shares cannot be guaranteed by MDS. Any offer for sale of the Shares must be made in accordance with the Corporations Act and any other applicable laws, including the Company's Constitution.

Other jurisdictions

This Information Memorandum does not constitute an offer or invitation to subscribe for Shares in any jurisdiction where, or to any person to whom, it would not be lawful to make the Offer. A Recipient outside Australia should comply with all laws of the relevant jurisdiction applicable to an application for Shares made by that Recipient.

Date of Information Memorandum

The information contained in the Information Memorandum has been prepared as of 31October 2008. Neither the delivery of this Information Memorandum nor any offer or issue of the Shares implies or should be relied upon as a representation or warranty that there has been no change since that date in the affairs or financial condition of MDS or that the information contained in this Information Memorandum remains correct at, or at any time after that date.

Offer Expiry

No Shares will be allotted or transferred on the basis of this Information Memorandum after the expiry date. This Information Memorandum expires on 17 November 2008

Accessing Information Memorandum

This Information Memorandum is available electronically at http://www.boxred.com.au/corporate-advisory/mdsinformation-memorandum/ after a potential applicant has prequalified their sophisticated investor status. The Application Form attached to the electronic version of this Information Memorandum must be used within Australia. Electronic versions of this Information Memorandum should be downloaded and read in their entirety. Obtain a paper copy of the Information Memorandum by telephoning +61 7 5442 5050. Applications for Shares may only be made on the Application Form attached to this Information Memorandum or in its paper copy form contained in the downloaded IM in its entirety from http://www.boxred.com.au/corporate-advisory/mdsinformation-memorandum/.

Miscellaneous

Monetary amounts shown in this Information Memorandum are expressed in Australian dollars unless otherwise stated. Photographs used in this Information Memorandum without descriptions are only for illustration. The assets depicted in photographs in this Information Memorandum are not assets of the Company unless otherwise stated. The people shown are not endorsing this Information Memorandum or its contents. Diagrams used in this Information Memorandum may not be drawn to scale.

THIS DOCUMENT IS IMPORTANT AND SHOULD BE READ IN ITS ENTIRETY

Event	Date
Information Memorandum date	31 October 2008
Offer opens	3 November 2008
Offer closes	17 November 2008
Anticipated date of allotment	19 November 2008
Shareholding statements expected to be dispatched	20 November 2008

All dates and times are subject to change and are indicative only. All times are AEST. The Company, with the consent of the Lead Manager reserves the right to vary these dates and times without prior notice. It may close the Offer early, withdraw the Offer, or accept late Applications. Applicants are encouraged to submit their Application Forms as soon as possible.

	Letter from the Chairman 6
	Questions and answers 13
1	Investment summary 15
2	Details of the Offer 19
3	MDS Financial Group Limited - the Business 22
4	Ownership, management and corporate governance 30
5	Risk factors 36
6	Material agreements 40
7	Additional information 42
8	GLOSSARY 46
9	Corporate directory 48
10	ANNEXURE 1 – ASX ANNOUNCEMENT 17 OCTOBER 2008 50
11	INSTRUCTIONS TO APPLICANTS & APPLICATION FORM 53
12	SOPHISTICATED INVESTOR CERTIFICATION 55

Letter from the Chairman

31 October 2008

Dear Investor,

On behalf of the Board, it gives me great pleasure to offer you this opportunity to invest in MDS Financial Group Limited ("the Company").

Through this Information Memorandum ("IM"), the Company is inviting investors to subscribe for 50,000,000 Shares at an Offer Price of $0.04 per share. If all Shares are taken up under this Offer, the number of Shares and options on an undiluted and diluted basis will be as follows:

	Undiluted numberof Shares	Fully dilutednumber of Shares
Shares on issue at date of this IM	190,296,612	190,296,612
Selective Buy-Back of Shares approved byShareholders at the EGM held on 25September 2008	(15,000,000)	(15,000,000)
Options on issue with an exercise price of$0.20		2,960,000
Total potential issued capital	175,296,612	178,256,612
Pursuant to this IM, the issue of up to 50million Shares	50,000,000	50,000,000
New potential issued capital	225,296,612	228,256,612
Potential dilution to issued capital		28.05%

The Company proposes to seek approval at its 2008 annual general meeting for the issue of 10,000,000 options, exercisable at $0.05 on or before 31 December 2010 and 30,000,000 shares. The effect of these proposals has not been reflected in the above table.

The funds raised by this Offer will provide the Company with working capital to support its growth strategy which will provide access to equity capital markets, facilitate corporate transactions, give employees an opportunity to participate in ownership of the Company and provide liquidity for existing Shareholders.

This Information Memorandum contains detailed information about the Company's operations, financial performance, experienced management team and future plans. It also outlines the potential risks associated with investing in the Shares.

I encourage you to read this document carefully before making your investment decision. Each Recipient should consider whether purchasing the Shares is a suitable investment for them. Any Recipient in doubt about investing in the Shares should consult their stockbroker, accountant, lawyer or other professional adviser immediately.

I look forward to welcoming you as a Shareholder.

Yours faithfully Sean Rothsey Executive Chairman MDS Financial Group Limited Level 4, 72 Pitt St, Sydney NSW 2000

MDS Financial Group Limited ACN 091 744 884 Information Memorandum 6 of 59 BoxRED Pty Limited and Matilda Partners Pty Ltd – Lead Managers ©Copyright BoxRED Pty Limited 2008

MDS Financial Group Investment Highlights

MDS Financial Group is the result of a merger in December 2006, between three comparable organisations being the MDSnews Limited group of companies ("MDSnews Group"), Bourse Data Pty Limited ("Bourse Data") and The Cube Financial Group Pty Limited ("Cube Financial").

The objective was to create a non-aligned financial services company providing a broad range of advisory, information and execution services to best position the company to take advantage of the opportunity the projected growth in the financial services market in Australia represents, so as to create wealth for all associated parties.

The common goal was to form a company that was a 'one stop shop' for investors and traders, providing a choice as to the level of involvement and deliver a more holistic service to customers. Those services include education, online trading, online stock recommendations and research, private client advice and execution and market information and tools.

It was determined that the entities involved would be worth more as a united organisation than as independent entities if the potential synergies identified across the group could be achieved. The combining of the entities provided the opportunity to create a market leading product and service in data and market analysis software by consolidating the product and service offerings of two industry rivals, Bourse Data and the MDSnews Group.

The merger provided the opportunity to extend the value of the customer with the ability to cross sell investment solutions and participation by providing a full range of advisory and execution services. This would then prolong the customer lifecycle with the company, in providing the target customer with multiple points of service and variety of product to meet many of their investment needs.

Marketing, technology and administration costs were rationalised and consolidated through the economies of scale afforded across the group and the combined financial strength of the group was deployed in the pursuit of realising the synergies identified. Achieving the strategic objectives would see the revenues and profit grow significantly.

More specifically, the opportunities considered inherent as a result of the merger were:

Cross-selling opportunities for Cube Financial products and services into the Bourse Data and MDSnews Group databases.
The opportunity to add value to the MDSnews Group and Bourse Data customers by offering superior service and value through the extended product range.
The ability to retain customers for the longer term by offering services that match aspirations
The opportunity to gain new customers through the wide marketing of a newsletter with a solid, auditable track record – in conjunction with a reputable education program.
The prospect of cost synergies between Bourse Data and the MDSnews Group, with the potential to lift profit.
The prospect of business and technology synergies between the three companies, with the:
- o Potential to save capital for the development of "The Bourse v7" through a more manageable redevelopment of "Market Analyser".
- o Provision of technology services to maintain, update and enhance the CUBE product range.
- o Ability to utilise Cube Financial's Australian Financial Services Licence ("AFSL") and associated expertise to drive the business, rather than relying on authorisations from an external entity.

It was considered that the Company's shareholder value could be improved with the transition from a data and software technology company to a broader financial services company, where multiples often exceed 20 times NPAT (net profit after tax) compared to technology business that generally have a NPAT of 10-12 times.

The financial objectives of the merger were that as a result of the potential cost and operational synergies between Bourse Data and the MDSnews Group, profits would be enhanced during the FY07 to ~$1.5m being:

~$0.7m Bourse Data

~$0.5m Cube Financial
~$0.3m MDSnews Group
~the integration is still in progress.

As a result of the merger, the MDS Financial Group is a diversified financial services firm bringing a new level of flexibility and independence to investors, traders, financial service providers and corporations with an emphasis on independence and choice. Services include Education, Analysis tools, Research, Online trading, CFD Advisory, Corporate advisory services and Commercial solutions.

On 2 April 2008, MDSnews Global Pty Limited ("MDSnews Global"), a subsidiary of the Company entered into an agreement with Box Red Pty Limited as a joint venture for the purchase of certain intellectual property and other assets from Trader Dealer Pty Limited (Administrator Appointment), a subsidiary of the collapsed Opes Prime group. MDSnews Global was renamed Trader Dealer Online Pty Limited ("Trader Dealer Online"), which allowed existing clients to recommence trading on 17 April 2008.

Trader Dealer Online offers execution-only services for equities, options and warrants. Brokerage is a flat rate of $33 including GST for trades up to $200,000 in value (a trade of $1 million in value costs only $253.00, one of the cheapest rates in the market today). Trader Dealer Online's brokerage fee allows a trade to be split up to 12 separate bites in the one direction over a trading session to allow investors to manage their orders. Contingent orders are free. Trader Dealer Online offers a software rebate of $66 after 12 contract notes are traded in a month, with a further $41.50 for 20 or more contract notes in a month.

In line with its market growth potential, the Company has redefined its offering to the market by emphasising and concentrating its products and services to focus on "Share market advice, analysis, data, online trading and research".

To ensure the sustainability of the company, it will move away from being a purely software driven operation and lean towards a membership / subscription based model which will align to numerous products / services.

The Company has the capacity to take a unique position in the financial services market. The assets it will rely on in pursuing this challenge are:

A solid, investment interested customer base
A continual revenue flow from those clients
The basis for a solid positive cash flow to fund innovation / development
A range of services and skills
Technology capabilities
Tools and services aligned to the customer experience
Strong brands for this market
Staff who know how to deliver these services

Since the merger there has been a greater understanding of the profile of customers, the capabilities of IT assets, the nature of a service / IP business, the path that needs to be taken and identification of the different cultures. The client service and IT functions of the Company have been consolidated under a united business function.

MDS Financial Group is an innovative company that delivers solutions for traders and investors and its primary role is to take the chore out of trading and investing across its customer base of over 6,000 individuals, companies and superannuation funds. The respective business and marketing plans developed support the future growth of the business to see market capitalisation in excess of $60 million; to reflect a growth in customers using the Company's software to 20,000 and create a brand awareness across our target market of greater than 50%.

This IM should be read in conjunction with announcements made by the Company which can be viewed at the Company's website www.mdsfinancial.com.au or at the Australian Securities Exchange website www.asx.com.au. ASX code: MWS.

The Organisation

The Company is governed by a Board of Directors and sub – committees namely nomination, audit, remuneration, corporate governance, risk and compliance and defined corporate policies and procedures.

The Directors bring to the company a well rounded dynamic across numerous skills sets and industries and add value through their depth of knowledge, experience, leadership and motivation. This involvement helps to guide and direct the business to move forward in an endeavour to financially succeed.

The company now has 9 divisions reporting to the Chief Operating Officer, who in turn reports to the Executive Chairman. The 9 divisions cover corporate, finance, marketing, education, on-line broking, financial services, information technology, sales and compliance/human resources.

One of the core values in the business is its human resources through staff expertise, knowledge, commitment and achievement.

The company employs 30 staff across 3 states - Victoria, New South Wales and Queensland and also New Zealand. A majority of the staff are housed in the Melbourne office which supports, customer care, IT development, production and support, marketing, on-line trading, retail and commercial sales and some administration.

A majority of the staff have been long serving employees providing a level of stability, maintaining IP and extensive expertise across core product lines.

Group Structure

KEY	DTR= Designated Trading Representative
Sydney	Melbourne	NewZealand
Nonse	GoldCoast	External Contractor	To be employed?advised

The Company's primary business is the provision of share market advice, analysis, data, online trading and research which is delivered by the four businesses across the group.

The initial three businesses that formed the group are all in the financial services sector of the market and represented over 6,000 customers with combined revenue of approximately $6.57 million (FY2007). The Group has continued to incur losses since balance date.

The following is a brief summary of these entities, which has been sourced from public information (websites/ASX announcements) whilst stand alone forecasts are based on information provided during the merger negotiations during July to October 2006.

MDSnews Limited (now MDS Financial Group Limited)

The pre-merger business of the Company was a technology business that specialised in the development of market data and quote vending technology for the financial markets. It products provide real-time (or delayed) news and quote services to retail and corporate clients.

The main product is the "Market Analyser" – a financial markets analysis package that possesses advanced technical analysis features and access to just about every electronic financial market in the world.

Mechanisms for growth in recent times have included the development of an Order Entry System – enabling the company to capture a commission on the brokerage value of clients trading activity.

MDSnews.com Pty Limited, established in 1995 the former parent of the MDSnews Group, completed a reverse takeover of CommSoft Group Limited and re-listed on the ASX. It had approximately 3,300 customers, and revenues of around $3.5 million (running at a loss of around $200,000 per annum). The business had more than $2 million cash in the bank and stand alone forecasts for FY2007 were for revenues of $3.7 million.

The Cube Financial Group Pty Limited

Cube Financial is a financial services provider operating under AFSL 232 455. It provides a range of investment products and services to retail and wholesale customers – enabling them to "Invest with EASE" (Education, Advice, Support & Execution).

The product range includes:

Subscriber access to market data (supplied by Bourse Data)
Cube Trader (sophisticated online conditional order management)
Private Client Advice
Stock Cubes (a general advisory newsletter).
Education.

A key challenge for Cube Financial has been to gain sufficient scale to fund a full marketing effort, and the lack of technology skills necessary to maintain/update/enhance the service offerings.

Cube Financial had FY2006 revenues of approximately $2.5 million. The business had a close to zero net cash position and stand alone forecasts for FY2007 were for revenues of $3.6 million.

Bourse Data Pty Limited

Bourse Data is primarily a financial market information vendor, supplying financial market data using in-house technology. Bourse Data was established in 1992 and has over 3,000 retail clients.

Bourse Data has been facing a declining customer base for approximately 2 years – largely due to the increased competitiveness of CFD providers and online brokers (who provide market information tools for a low price), and the decline of education distributors since AFSL regulation in 2004.

To combat this decline, Bourse Data has developed:

A corporate technology service, providing data feeds and website solutions to companies that wish to provide financial markets information to their own clients.
A retail education program, providing investors and traders with knowledge to approach the financial markets with confidence.
Bourse Trade, which provides the opportunity to capture a commission on clients trading activities, along with rebates that lessen the competitive edge of CFD provider and online broking platforms.

Bourse Data had revenues of around $4.8 million, generating a pre-tax profit in FY2006. The business had around $1 million cash in the bank and stand alone forecasts for FY2007 were for revenues of $4.4 million.

Trader Dealer Online Pty Limited

MDSnews Global was renamed Trader Dealer Online Pty Limited ("Trader Dealer Online"), which allowed existing clients to recommence trading on 17 April 2008. The share ownership structure of Trader Dealer Online is 51% to the Company through a subsidiary and 49% to Box Red Pty Limited.

Trader Dealer Online has been granted by, and is operating under, an Authorised Representative status from Norris Smith Stockbroking Pty Limited AFSL. It operates a discrete and personalised non-advisory execution Online or Phone broking service for retail, wholesale and institutional clients.

Settlement and clearing operations for Trader Dealer Online's equity, options and warrants business are outsourced to Berndale Securities Limited, a wholly owned subsidiary of the Merrill Lynch group of companies.

Given the current market conditions it is important that the clients of Trader Dealer Online are making informed and calculated decisions. To do this, they not only need the Trader Dealer Online trading platform, but they need the tools and knowledge to assist them in the decision making processes. If we can introduce the Education, Research and Analysis tools that the Company currently provide, we believe can further assist by providing investors with a central source to make their investment decisions.

There are currently over 5,800 clients across the Company that are paying customers of Education, Research or Analysis tools. The Company is in the process of directly marketing to the existing clients the services of Trader Dealer Online, it is expected that the services will be at a low annual cost. The Company would be aiming for a target conversion of 20%.

Target is to get to 12,000 customers and total revenue to $13M across the trading division by 31 July 2010.

Trader Dealer Online delivers the semi-professional with a "straight to market" service and free stop loss facility, so traders are in more control of their investment decision. Trader Dealer provides maximum trading flexibility, to allow investors and traders to make the most of the markets.

Questions and answers

Question	Answer	Section
Who is the Issuer of thisInformationMemorandum?	MDS Financial Group LimitedACN 091 744 884	Important Noticesand Application
What is the Offer?	The Offer is an initial offer of 50,000,000 Shares in MDSFinancial Group Limited.	section 2
Why is the Offer beingmade?	The purpose of the Offer is to raise capital in order tosupport and crystallise the business:•Build for medium to long term growth•Ensure the Company is Sustainable by changingfocus of the "software" business•Implement major changes and innovation•Remain competitive•Grow customer numbers•Increase revenue per existing customer fromapproximately $900 to $1500•Increase customer satisfaction•Develop, enhance and consolidate resellersnetwork•Achieve market capitalisation of $60 million•Introduce new products and services•Regularly innovate so that brand is highly visibleand recognizable across the market•Build on Acquisition and Retention strategies•Grow, enhance and expand the peripheral offering– TDO and Corporate Advisory•Allow for future operational functionality•Technological development•Product enhancement and development•Merger and acquisition strategies•Educate sophisticated investors as to what MDSis doing and highlight growth potential and returnon investment•Supplement working capital	section 1.5 and 3
What is the Issue Price ofthe Shares?	The Shares are being issued at $0.04 cents per Share.	section 1.1
What rights and liabilitiesattach to the Shares?	The newly issued Shares will rank equally in all respectswith the Shares held by existing Shareholders.The rights and liabilities attaching to all Shares aredetailed in the Company's Constitution.	section 2.2
What risks are involved withan investment in theCompany?	Investment in Shares of the Company is subject to generalinvestment risks, including regulatory and economicconditions.Key risk factors such as exchange rates, inflation, interestrates, supply and demand, government taxation policy andindustrial disruptions may have a direct impact on	section 5

	operating and capital costs, labour costs and marketconditions generally. Accordingly the Company's futurefinancial and operational performance can be affected byfactors that are beyond the control of the Company.The Shares offered under this Information Memorandumcarry no guarantees in respect of profitability, dividends,return of capital, or the likelihood of being listing on anystock exchange in the future. In addition to the risksoutlined above, there is a range of specific risksassociated with MDS's business operations and itsinvolvement in the retail financial services industry.
Is the Offer underwritten?	The Offer is not underwritten.	section 2.7
Will I receive dividendson my Shares?	The Company anticipates that significant expenditure willbe required in the development of the Company'sobjectives and that substantial lead time may be requiredbefore commercial revenues are derived from MDS. It isexpected that further acquisitions may be undertaken inthe 18 month period following the Offer. As a result, theCompany does not expect to declare any dividends duringthat period. Any declaration of dividends beyond this 18month period will be dependent upon the Company'sfinancial performance. The Directors do not make anyguarantees concerning the payment of dividends.	section 3.7
How do I participate in theOffer?	To participate in the Offer, please complete theApplication Form attached to this InformationMemorandum and return it with payment of the ApplicationMoney before 17 November 2008If you have a broker firm allocation, please return yourApplication Form to your broker or to the Lead Manager.	ApplicationForm
How do I calculate theApplication Moniespayable if I wish toparticipate in the Offer?	The Application Monies are calculated by multiplying thenumber of Shares you wish to apply for by the Offer Priceof$0.04 per Share.	ApplicationForm
What is the minimumnumber of Shares for which Ican apply?	Applications under the Offer must be for a minimum of12,500,000 Shares (total cost of $500,000) and then inmultiples of 1,000,000, Shares ($40,000).	section 2.4
Is commission payable tofinancial advisers orbrokers?	Participating Organisations will receive a handling fee ofup to 5% on stamped Application Forms that receive anallocation of Shares under the Offer.	See agreementsavailable forInspection
Does the Company have theability to issue up to 50million Shares?	At the EGM held on 25 September 2008, shareholdersapproved the issue of up to 30 million Shares. In additionthe Company has the ability to issue up to 15% of itscapital or approximately 28 million shares.
Further questions?	If you have questions in relation to the Offer, pleasecontact either Damian Isbister or Tom Boland of MDSon +61 3 9617 0600 or 1300 363 766	section 2.4

1 Investment summary

1.1 Offer highlights

Offer Price per Share	$0.04 cents per Share
No. of Shares offered under this Information Memorandum	50,000,000
Total number of Shares on issue following the Offer (undiluted)	225,296,612
Total number of Shares on issue following the Offer (diluted)	228,256,612
Amount to be raised under the Offer	$2,000,000

1.2 Important dates Event Date

Event	Date
Information Memorandum date	31 October 2008
Offer opens	3 November 2008
Offer closes	17 November 2008
Anticipated date of allotment	19 November 2008
Shareholding statements expected to be dispatched	20 November 2008

All dates and times are subject to change and are indicative only. All times are AEST. The Company, with the consent of the Lead Manager, reserves the right to vary these dates and times without prior notice. It may close the Offer early, withdraw the Offer, or to accept late Applications.

1.3 Summary financial information

The Company's annual report for 2008 was released to the ASX on 8 September 2008. Investors should read this document before making an investment in the Company. The Group has continued to incur losses since balance date.

The Company's notice of annual general meeting for 2008 was released on 15 October 2008. Investors should read this in conjunction with this Information Memorandum.

The Company has no short or long term borrowings, has reduced operating costs and continues to reduce operating costs by:

scaling back its public relations and non online based marketing spend
reducing non essential staffing resources across the group
ceased the financial planning operation
relocated Sydney and Brisbane offices at a substantial cost saving on building lease in order to achieve cost efficiencies.
rationalising data , royalty and technological infrastructure costs
Improvements to billings and cashflow though further adaption of a merchant gateway across products not yet under this system

Section 1 – Investment summary

1.4 Purpose of the Offer and utilisation of funds

The purpose of the Offer is to support and crystalise the business growth strategies to:

Build for medium to long term growth
Ensure the Company is Sustainable by changing focus from being purely a "software" business
Implement major changes and innovation
Remain competitive
Grow customer numbers from a base of over 5,800 to 20,000 within 2 years
Increase revenue from per existing customer from approximately $900 to $1,500
Increase customer satisfaction to ensure retention and ongoing revenue
Develop, enhance and consolidate resellers network
Achieve market capitalisation of $60 million
Introduce new products and services
Regularly innovate so that brand is highly visible and recognizable across the market
Build on Acquisition and Retention strategies
Grow, enhance and expand the peripheral offering TDO and Corporate Advisory
Allow for future operational functionality
Technological development
Product enhancement and development
Merger and acquisition strategies
Educate sophisticated investors as to what MDS is doing and highlight growth potential and return on investment
Supplement working capital.

The funding will support:

Web development
Infrastructure changes
Marketing
- o Rebranding
  - o Product development
  - o Service development
  - o Promotion online
- o Partnerships / affiliations
Product and Services Diversification
- o New offerings
- o enhancements
- o development
Staff Resources
Technology
- o Future enhancements / refinements
  - o New platforms
- o Infrastructure
Mergers and Acquisitions

Additional funding will:

Allow for organic and exponential growth
Enable global market opportunities to be tested
Align company and business dynamics
Assist in the rationalisation of the convoluted products and service MDS currently offers
Realign the business away from it's currently "software" business to diversify to ensure sustainability
Enhancing technologies to be state of the art / best practice
Expand service offerings to generate further income streams TDO, CFD Advisory, Corporate Advisory

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Maximise marketing across a substantial database of users to up-sell and cross sell to increase return per customer and number of subscribers
Create a greater share price / dividend return

1.5 Top 20 Shareholders

The following table shows the shareholding structure of MDS at 28 October 2008 and before the cancellation of 15,000,000 shares as approved by shareholders at the EGM:

Rank	Name	Units	% of IssuedCapital
1	Baroda Hill Investments Limited	23,946,000	12.58
2	Alun Stevens & Associates Pty Ltd	20,923,737	11.00
3	Ms Loetitia Henriette Tibi	18,448,300	9.69
4	Global Equity Management Pty Ltd	15,672,361	8.24
5	Merkin Management Pty Ltd	13,670,000	7.18
6	Mr Stephen John Brady + Mrs Sebastiana Diana Brady<s &="" a="" brady="" c="" d="" family="">	10,154,254	5.34
7	Mr Stiven Razmovski + Mrs Trajanka Razmovski	9,862,552	5.18
8	Drae Investments Pty Ltd <d &="" a="" c="" family="" galtieri="">	7,858,000	4.13
9	IWSFT Corporate Trustee Limited	7,287,944	3.83
10	Mr Peter Edmonds + Mrs Diana Edmonds	6,575,034	3.46
11	Leon Hinde	6,522,361	3.43
12	Mr Rodney James Weston + Mrs Jessica ElizabethWeston	6,146,636	3.23
13	Ms Lay Kee Tay	5,553,700	2.92
14	Mr Ming Chen	4,114,200	2.16
15	Mr Jeffrey Harrington	2,390,000	1.26
16	Mr Charles Whit Chapman + Mrs Morne Chapman	2,097,873	1.10
17	Blueridge Enterprises Pty Ltd	2,000,000	1.05
18	Barry Littler	2,000,000	1.05
19	The Toddlers Manufacturing Company Pty Ltd	1,701,153	0.89
20	Straight Jacket Capital Pty Ltd	1,326,632	0.70
	Top 20 holders of FULLY PAID ORDINARY as at28 October 2008	168,250,737	88.42

1.6 Risk factors

An investment in the Company is subject to both general and specific risks that could affect its future performance. Some of the risks are described in section 5 of this Information Memorandum.

1.7 Summary only

This summary is not intended to provide full details of the investment opportunity. Investors must read this Information Memorandum in its entirety in order to make an informed investment decision.

2 Details of the Offer

2.1 Description of the Offer

This Information Memorandum is an Offer by MDS Financial Group Limited of up to 50,000,000 Shares to raise up to $2,000,000 in capital.

2.2 Rights attaching to Shares

The Shares issued under this Information Memorandum will rank equally in all respects with the Shares held by existing Shareholders. The rights and liabilities attaching to all Shares are detailed in the Company's Constitution.

2.3 Timetable

All dates and times are subject to change and are indicative only. The Company, with the consent of the Lead Manager, reserves the right to vary these dates and times without prior notice, including the right to close the Offer early, to withdraw the Offer, or to accept late Applications.

2.4 How to apply for Shares

Applications may only be made by completing the Application Form attached to or accompanying this Information Memorandum or in its paper copy form as downloaded in its entirety from http://www.boxred.com.au/corporate-advisory/mds-information-memorandum/ Detailed instructions on how to complete the Application Form are set out on the reverse of the Application Form.

The Offer Price is $0.04 cents per Share. Applications must be for a minimum of 12,500,000 Shares ($500,000) and then in multiples of 1,000,000 Shares ($40,000). The maximum subscription is 25,000,000 shares.

Complete a paper copy of the Application Form (the Company will not accept Application Forms electronically) and send it, with payment in Australian currency, by the Closing Date to:

Post:

MDS Financial Group LimitedPO Box R104 Royal ExchangeSydney NSW 1225	or	BoxRED Pty LimitedPO Box 736Cooroy QLD 4563
Delivery:
MDS Financial Group LimitedLevel 472 Pit StSydney NSW 2000	or	BoxRED Pty Limited49 Maple StCooroyQLD 4563

Cheques or bank drafts must be made payable to 'MDS Financial Group Limited' and should be crossed and marked 'Not Negotiable'.

**Applicants with questions on how to complete the Application Form, or who require additional copies of the Information Memorandum, can contact Damian Isbister or Tom Boland Tel: +61 3 9617 0600 or 1300 363 766 visit the website at http://www.boxred.com.au/corporate-advisory/mds-informationmemorandum**/ to download a copy of this Information Memorandum.

2.5 Allocation of Shares

The Lead Manager, after consultation with the Company will allocate Shares to Applicants under the Offer at its discretion.

2.6 The Lead Manager

The Lead Manager or the Company may allocate all, or a lesser number, of Shares for which an application has been made, accept a late application or decline an application. Where applications are scaled back, there may be a different application of the scale-back policy to each Applicant.

Where no allocation is made to a particular Applicant or the number of Shares allocated is less than the number applied for by an Applicant, surplus Application Monies will be returned to that Applicant. No interest will be paid on refunded Application Monies. Any interest earned on

Application Monies is the property of the Company.

Successful Applicants will be notified in writing of the number of Shares allocated to them as soon as possible after the Closing Date. It is the responsibility of Applicants to confirm the number of Shares allocated to them prior to trading in Shares. Applicants who sell Shares before they receive notice of the Shares allocated to them do so at their own risk.

2.7 Underwriting

The Offer is not underwritten.

2.8 Validity of Application Forms

An Application Form may only be distributed with, attached to or accompany a complete and unaltered copy of this Information Memorandum.

By completing and lodging an Application Form attached to this Information Memorandum, the Applicant represents and warrants that the Applicant has personally received a complete and unaltered copy of this Information Memorandum prior to completing the Application Form.

The Company will not accept a completed Application Form if it has reason to believe the Applicant has not received a complete copy of the Information Memorandum or it has reason to believe that the Application Form has been altered or tampered with in any way.

Completion of an Application Form is an irrevocable acceptance of the Offer.

2.9 Who we can accept applications from

Applicants should note that the Company is only able to make the Offer of Shares under this Information Memorandum to Recipients who come within the definition of a 'Sophisticated Investor' under Section 708 of the Corporations Act (within Australia – as described below) or residents outside of Australia. (Sophisticated Investor form enclosed with this document)

Sophisticated Investors are so classified:

(a) where the minimum amount payable on acceptance of the Offer by the person to whom it is made is at least $500,000 (also allowing for lesser 'top ups' once that amount has been exceeded) (Section 708(8));
(b) where the Offer is to individuals who are certified by a qualified accountant to have $2.5 million in net assets, or gross income in each of the last 2 financial years of at least$250,000 (Section 708(8)) (an accountant's certification form is attached to this application);

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(c) where the Offer is made through a licensed dealer to individuals whom the dealer is satisfied (on reasonable grounds) have previous investing experience sufficient to allow them to assess the merits of the offer, the value of the securities, the risks of the investment, their own information needs, and the adequacy of the information provided in relation to the offer. If this criterion is relied upon, the investor must be informed and acknowledge that no disclosure document has been provided (Section 708(10)); or
(d) where the Offer is made to a 'Professional Investor' within the meaning in Section708(11) of the Corporations Act and the investor falls within the definition of a 'Professional Investor' in Section 9 of the Corporations Act.

An Application for Shares offered under this Information Memorandum can only be made on an Application Form attached to and forming part of this Information Memorandum.

Please carefully read the instructions on the Application Form before completion.

2.10 Withdrawal

The Company reserves the right to withdraw the Offer at any time before the allotment of Shares. If the Offer does not proceed, Application Monies will be refunded. No interest will be paid on any Application Monies refunded as a result of the withdrawal of the Offer.

2.11 Taxation considerations

The taxation consequences of an investment in the Company will depend upon the investor's particular circumstances. Investors should make their own enquiries about the taxation consequences of an investment in the Shares of the Company. If you are in doubt as to the course you should follow, you should consult your accountant, stockbroker, lawyer or other professional adviser.

2.12 Foreign selling restrictions

No action has been taken to register or qualify the Shares or the Offer in any jurisdiction outside Australia, or otherwise to permit a public offering of the Shares outside Australia.

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

Each Applicant warrants and represents that:

(a) the Applicant is an Australian citizen or resident in Australia, is located in Australia at the time of the Application and is not acting for the account or benefit of any person in the United States or any other foreign person; and
(b) the Applicant will not offer or sell the Shares in the United States or in any other jurisdiction outside Australia or to a United States person, except in transactions exempt from registration under the US Securities Act 1933 as amended, and in compliance with all applicable laws in the jurisdiction in which the Shares are offered and sold.

3 MDS Financial Group Limited - the Business

3.1 Overview

MDS intends to develop and expand its current business in line with the detailed growth business plan in order to reach market capitalisation in excess of $60 million and have more than 20,000 customers using its software.

To achieve this, the company realises that a change in direction is required from being a "software" company to a more diverse on-line financial services operation. The purpose of providing value added services is to enhance the Group's revenue, brand and positioning.

The financial services sector attracts higher price earnings multiples than the information technology sector because the value attributed to customer bases, annuity revenue, capacity to leverage above fixed cost base and less risk of being overtaken by technological change.

Underpinning this growth is its people, financial and technology resources.

Focus will be directed towards:

Developing a centralised hub leading and directing the entire business
Introduction of various subscription models
Product and service packaging for Retail and Commercial customers
Introduction of an Education Centre that the rest of the business will hive off from
Combine software analysis tools into ONE product
Re-brand the research arm of the business
Provide on-line trading through Trader Dealer
Introduce a specialist CFD Advisory business
Deliver a monthly newsletter, providing value add and being a critical vehicle in building customer relationships and driving information to our database
Introduce special offers / incentives to acquire new customers
Achieving a marketing spend of $250 per new customer acquisition

3.2 ASX announcement – 17 October 2008

The Company released an announcement to the market on 17 October 2008 providing information that it has been approached by various parties wishing to hold discussions regarding the Company's business for possible merger and/or acquisition opportunities.

A copy of the announcement can be found in Annexure 1.

3.5 Industry Overview

The overall market condition (both local and global), will dictate investors "buying / selling" patterns, especially with the global credit crunch, rising global oil prices and rising inflation. High borrowing costs, increased food and high fuel prices are putting pressure on businesses and families alike. The Company believes that investors have and are becoming more selective with their dollar spend. The banking and financial services sectors have suffered the most as a direct result of the global credit crisis and equity market volatility. (Olivier Group Salary Report 2008)

Active traders understand the strategies and methodologies required to trade regardless of the market – bull or bear to earn an income, but the majority of investors require education, guidance and strong customer service (hand holding) to obtain their financial goals.

The market data software space MDS operates in is fiercely competitive. A number of competitors analysed all offered varying software data plans across a broad spectrum of price points, free trials, education and access to market information. The points of separation for MDS are the quality data, level of customer service and longevity in the market we provide.

In the online market, MDS will compete with 4 major brokers (CommSec, E*Trade, Westpac Broking and National Online trading) collectively being the main broker for almost two-thirds of online traders and 37-41% of industry revenue. This industry has seen great consolidation over the past 12 months with CommSec and E*Trade having the strongest share growth – each capturing around one in five new accounts. (Nielsen September 2007)

The Company believes their success is due to a recognisable respected brand; ease of website use; good quality market information and research, delivering good value for money. Customer satisfaction also ranks high with the power of recommendation seen as a really important part of the investment decision process – 44% of investors with a mixed portfolio used recommendations from family and friends to choose a service or product. (Nielsen September 2007)

Financial institutions are continuously innovating with new product offers to capture market share and investment dollar to remain competitive and ahead of the pack. Banks are developing high-yielding deposit accounts that sit inside super funds and have transaction banking features as well as launching loan products for superannuation funds.

By broadening MDS' business offering as a financial services organisation, the Company believes that it heightens its sustainability and ensures longevity by introducing other avenues of revenue generation across education, membership subscriptions, online trading, advisory, retail and commercial sales.

3.6 Target Market

New Entrants

o Looking for entry level information / education; Someone to assist and support; are less confident; easier to attract; do not have an established relationship with brokers / advisers and generally have less money to invest

Existing MDS customers

o Degrees of experience; are a captured market; looking for value add / What's in it for me? (WIIFM) factor; keen for education / information

Previous MDS customers

o Degrees of experience; are almost a captured market; looking for value add / WIIFM factor; keen for education / information

Existing investors / traders NON customers

o More difficult to attract; have established relationships with brokers / industry suppliers / advisers; more confident; DIY; More funds to invest and are prepared to pay for more sophisticated and specialist services and information.

Retail market

o retail market constitutes the major component of the Group's offerings, profitability, staffing and other resources, intellectual property and is the more strategically complex market.
o Baby Boomers, who have a significant demand for: Advice / Education; assistance with financial decisions; Activities and facilities, Tools, desire increasing knowledge; have Increasing confidence and Insatiable demand for control
o The market is huge from a financial perspective and is growing strongly as the following statistics demonstrate:
- ABS Superannuation funds $908.0b as at 31/03/2008
- ABS Cash management trusts $46.2b as at 31/3/2008
- ABS Investment Managers FUM $84.2b at 31/3/2008
- APRA Superannuation Fund assets $1.10 trillion as at 31/3/2008
- APRA 378.656 SMSFs with $1102.9b in assets as at 31/3/2008

Commercial market

o Target commercial clients include listed companies needing investor relation web sites, financial service companies needing market information and execution services and securities brokers needing market information and execution services.
o This provides linkages to companies with retail customer bases which are potential markets for our other services. It also provides strong branding attributes related to servicing the professional market and strong credibility for the delivery of a Multi Broker execution service.

Online market

o With the proliferation of online trading sites, an increasing number of small investors have turned to trading shares online. According to recent statistics, online trading now accounts for around 16% of total market share transactions in Australia. Many clients may turn to their financial planners for advice regarding online trading. (MAUS – Internet Resources)
o The Company classifies that traders are generally male aged 35 49, that trade online anywhere up to 30 times per month.

Section 3 – MDS the business

3.7 Competitive Advantage

Our research shows, that MDS's points of separation from our competitors is that it is considered stable and reliable with quality data supply, high level of customer service and 15 years in operation. With its commercial product offering, the diversity and customisable solutions is what makes it unique and serves as a primary selling point over competitors.

Our value lies in our staff, technology and available financial resources to improve and drive the business forward.

MDS' ability to broaden its business offering of aligned services and products enhances its attractiveness, flexibility and long term sustainability by diversifying away from being a sole software company to a broader financial services organisation. The ability to be a "one stop shop" is attractive to customers in that they do not have to look elsewhere for related products and services.

Trader Dealer Online areas of differentiation:

1. Unique pricing structure which is based on a note cost as opposed to a per trade pricing structure;
1. It is our intention to offer the best personalised service in Australia
1. Unique and innovative trading platform
1. We will be known in the industry to have the most knowledgeable people answering customer enquiries.
1. Access to high quality IPO and placements.
1. Phone broking

3.8 Business Model

We have selected a model we believe provides the Company with the most upside in the next 3 - 5 years to take advantage of the huge opportunities and leveraging off a "central one stop shop" investment product offering numerous services.

The model will refine products and services to become specialist and hone and develop existing skill sets across all lines of business to maximise operational functionality and deliverability. This in turn will see a broadening of product and service range with a higher degree of innovation and development to ensure the company remains unique, best of breed and top-of-mind.

The model is focused on growth aiming, for 20,000 customers and a market capitalisation of $60M with a substantial increase in brand awareness to obtain over 50% of the market share and marketing spend of $250 for every new customer acquired.

This growth strategy targets potential new income revenue streams from:

Stock Market Central
- o 3 subscription levels Bronze, Gold, Platinum
- o Gold level mid range and expected ongoing revenue generation of $190 per month per
- customer across all levels .
MDS Financial Education
- o 3 subscription levels Apprentice, Professional and Master Class
- o Professional level mid range, potential ongoing income generation of $10 per month per customer shows a potential return per annum of $200,000.
Rationalisation of Analysis Tools
- o ONE product will reduce conflicting and competitive marketing
- o Save substantial fee charges, development, production and support time across IT. This would have a potential saving to the business of $85,000 per month on fees to other suppliers.
Re-Brand Cube Financials Report Stock Cubes to MDS Research
- o Creation of 3 lines of reports one for shares the other to focus on options with the other focusing on CFD trading.

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o Core target 250 subscribers to each report, potentially generating a revenue stream of $300,000 pa
o Additionally we will write special reports that focus on particular market movements or timing. Such as a Christmas report advising the best method of trading over a given period. We would sell these special reports for up to $60 and target to sell 300 per release and do it at least 6 times per year generating potential annual revenue of $108,000.
Introduce MDS Financial Trading
- o Online trading
  - 12,000 customers by 2010
  - Potential revenue $13,000,000 by 2010
Introduce CFD Advisory
- o Conduct bi monthly events across eastern states of Australia (15)
- o Minimum of 30 attendees
- o Obtain 30% conversion rate = 9 new accounts per event
Third Party Resellers
- o Redefine agreements / commission
- o Expand network
  - o Actively identify 10 core platinum resellers
Commercial
- o Approximately generating revenue of $325,000 pa
- o Target to increase revenue to $550,000 pa
Customer Retention & Acquisition
- o Introduction of a Monthly Newsletter
- o Subscription based model
Special Offers
- o Mini central
  - o Internet Service Providers
- o Laptop
Rationalise Databases
- o One master database
- o Approximately 96,000 + subscribers
- o Actively promote
- o Re-trials 590 new per month
Affiliate Marketing
- o $15 / lead
  - o Target 500 leads to software product
  - o Revenue potential $220,000 less cost of $7,500 = NETT $212,500

The technology solution provided by MDS will be focused on ONE product and "polished until it shines".

3.9 Industry dynamics

Challenges

A number of challenges face the retail financial services sector, industry, consumers and market operators, as can be seen from the article below.

The Australian Government seeks to establish Australia as a global financial services centre.

Finance and insurance is the third largest sector in Australia's economy, generating 8.4 per cent or $78 billion of real gross value added in 2007. This contribution is up from 7.1 per cent two decades ago. Australia's economy is now a service-based economy, with service industries accounting for around 70 per cent of total gross value added. The finance and insurance industry is larger than the booming mining sector (the industry traditionally associated with Australia's economic wellbeing) and its expansion has also aided growth in related sectors such as communications, property and business services.

Highly developed financial markets make Australia one of the major centres of capital markets activity in Asia.

Australia's large and mature financial services sector has assets of more than $3.5 trillion, which is equivalent to almost three and a half times GDP. The sector has benefited from 16 years of uninterrupted, strong economic growth, with favourable macroeconomic conditions reflecting the benefits of wide ranging structural reforms and sound economic policies.

Australia's stock market is the largest and most liquid (measured by floating stocks) in the Asia-Pacific region behind Japan. In 2006-07, market capitalisation of floating stocks in Australia was almost triple that of Hong Kong and five times larger than Singapore. The depth, liquidity and sophistication of Australia's financial markets underpins the country's attractiveness as a global financial services centre.

Data Alert - 16 July 2008 - Australia's Financial Services Workforce - skilled and expanding (PDF)

Australian Trade Commission website Invest Australia (22 July 2008)

Evidence

http://www.austrade.com/Strong-and-sophisticated-financial-services-sector/default.aspx

Australia has been ranked the most resilient economy in the world for five of the past six years.[1] The economy is now in its seventeenth year of uninterrupted growth, the longest boom in its history.

The International Monetary Fund has commended Australia's exemplary economic management and recognised Australia as being at the forefront of international best practice in its annual assessment of the Australian economy. "Sound fiscal, monetary and structural policies have created the conditions for a continuous expansion, supported by high employment levels."[2]

Australia's reputation as a highly competitive economy continues to strengthen. In 2007, the Australian economy was ranked in the top three countries in the Asia Pacific region for its overall competitiveness. Among countries with a population of 20 million or more, Australia ranks third in the world, behind only the United States and Canada.[3]

With forecast economic growth of 3.3% in 2007 and 2008, well above the forecast average of OECD growth rate of 2.7% in both years, Australia will continue to expand more rapidly than most other OECD economies.[4]

While the resource sector is booming, Australia is now predominantly a services-based economy, with services accounting for almost 80% of economic activity.[5]

In AT Kearney's FDI Confidence Index 2005, Australia remained in the top eight most preferred investment destinations worldwide.

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The United Nations Conference on Trade and Development has reinforced Australia's performance with the finding that "Australia is the developed world's third most popular destination for transnational corporations establishing or relocating their headquarters".[6]

In 2006, Australia's net public debt was (-) 4.1% of GDP, compared to the OECD average of 44% (Japan 86%, the US 44% and the UK 40 %).[7]

According to the IMF, "the elimination of net public debt by the Australian government was an impressive milestone that few countries have been able to achieve."[8]

The demand for economic stability and international competitiveness means that sound economic management is foremost on the Australian Government's agenda.

Major reforms to the labour market, business taxation, and competition and protection policy, have delivered an economy well equipped to respond swiftly to global trends and pressures.

The OECD has noted that reforms to the labour market in particular have made Australia more adaptable to changes in the economic environment. The OECD finds that while employment growth tends to, at first, lower average measured productivity growth, this does not mean that higher employment causes the productivity of individual workers to fall. The OECD states that this "… arises because, other things being equal, policy reforms which increase employment can promote job opportunities for low-skilled workers, generate diminishing returns to labour input or expand labour-intensive activities, thereby exerting downward pressure on average measured labour productivity, but pro-employment policies will rather often raise GDP per capita.[9]

There is no doubt that the Australian economy is the perfect platform for investment and business growth. "Australia's financial system is healthy and financial supervision is sound."[10]

"The Australian economy is now in the sixteenth year of uninterrupted expansion, the longest boom it its history. In the last fifteen years wealth has more than doubled, output has increased by nearly two thirds, the capital stock by more than half, labour productivity by a little under half, and the number of jobs by a quarter. The growth of income per person has been faster in Australia over the period than in Canada, the United States, the United Kingdom or New Zealand", Dr. John Edwards, Chief Economist, HSBC Bank for Australia. You can never say never the Australian Banking system is much stronger than their overseas counter parts. The primary reason is our lending and capital requirements are much stricter. Another factor in the favour of the Australian banks is the fact that Australian have a lower level of consumer debt and the Australia Property market is still reasonably stable meaning there is a much smaller percentage of the population with negative equity.

[1] IMD World Competitiveness Yearbook 2007

[3] IMD, Ibid.

[4] OECD, Economic Outlook 81, May 2007

[5] Australian Bureau of Statistics, Cat. No. 5206.0, June quarter 2007
[6] UNCTAD, World Investment Report 2006
[7] OECD Economic Outlook 81, May 2007

[8] IMF, Ibid.

[9] OECD Employment Outlook, June 2007

3.10 Compelling Reasons to Act

Sustainability
Growth organic, domestic and international
Expansion
Innovation
Opportunity ready when the market turns

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[2] International Monetary Fund: Article IV Consultation with Australia, September 2007

[10] IMF, Ibid.

3.10 Experience and performance

MDS's management consists of 8 key personnel who have managed the business to date. Each bringing to the organisation expertise and skill sets to drive the business forward. (refer to section 4 for further details on the management team).

3.18 Growth strategy

MDS has developed a sound and achievable business plan detailing areas for retention, rationalisation, innovation, growth and expansion.

Organic growth
Global growth opportunities
Ongoing marketing to cross -sell and Up-sell to an extensive database
Develop and increase Reseller network by introducing new incentives and opportunities
Further develop and expand the Commercial business to grow from $325,000 per annum return for the division to $550,000.

3.19 Dividend policy and forecast distribution

The Company anticipates that significant expenditure will be required in the development of the Company's objectives and that substantial lead time may be required before commercial revenues are derived from MDS. It is expected that further acquisitions may be undertaken in the 18 month period following the Offer. As a result, the Company does not expect to declare any dividends during that period. Any future dividends beyond this 18 month period will be dependent upon the Company's financial performance. The Directors do not make any guarantees concerning the future payment of dividends.

4 Ownership, management and corporate governance

4.1 Board

Sean Rothsey

Executive Chairman, MDS Financial Group
Founder and Chairman Trader Dealer Online Pty Limited
Founder and Chairman, The Merkin Group
Chairman, Box-Red Corporate
Director , RegMe
Director Pinefilm Entertainment Pty Limited
Director Horizon One Entertainment Pty Limited
Deputy Chairman National Institute for Socio-Economic and Environmental Research Limited
President, Sunshine Cost Combined Equestrian Groups Inc
Chairman, Organising Committee for the Doonan Eventing Group (Noosa Qld)

Over the last 25 years Sean has been involved in a wide range of industries from many different perspectives starting at owner all the way through to start-up investor and corporate adviser.

The founder, Chairman and CEO of The Merkin Group, Sean Rothsey adds considerable skills and value to all businesses that he invests in. An exceptional mediator and negotiator, his success as a director in both public and private companies since 1981 has been reflected in many industries.

Sean has substantial local and global influence, experience and connections in shipping and transport, trading, financial services, financial and accounting professions, legal, insurance and underwriting industries, retail and private banking, film entertainment and marketing, cattle and agriculture, conservation, environment and sports administration all of which are adding direct and indirect value across the Company.

Overseeing the Company's infrastructure, finance, business and legal affairs and strategic alliances, Sean is acknowledged as a man of proven ability, repute and integrity. Sean has particular interest in the human aspect of businesses and corporate social responsibility and this is reflected in the high human resource factor in our success – rather than just the normal platitudes claiming this. Originally from Sydney, Sean has lived and worked throughout Asia, North America, the UK, Africa and The Bahamas. Sean moved to Cooroy in 1995 and now lives and works on the Sunshine Coast.

David Whitfield - Non Executive Director

David is a Fellow of the Institute of Chartered Accountants in Australia, a registered tax agent and company auditor and is an independent Director of MDS Financial Group Limited.

David Whitfield has over 35 years' experience in business and public practice in the areas of corporate advice, taxation, mergers and acquisitions, company reconstructions and public offerings.

David Whitfield was previously a partner of an accounting firm for 19 years. Since retiring from public practice, he has acted as a director and chairman of various listed and unlisted companies in the mining, technology and telecommunications areas.

Allan Shek - Executive Director and Company Secretary

Allan has 15 years experience in the IT industry in support, design and development with 9 of those years being combined with the financial services sector.

Allan has been associated with the MDS Financial Group since 1998 performing roles in management, support and compliance. In July 2005, Allan was appointed Company Secretary of MDS Financial Group and its subsidiaries. He is also currently managing the compliance and human resources aspects of the group.

4.2 Management team

MDS Financial Group has a strong management team, has extensive skill sets and experience to move the business forward, and to leverage from their collective experiences to be innovative with the strong support of staff.

Damian Isbister, Chief Operating Officer

• Co Founder and Director Trader Dealer Online Pty Limited

Damian has been involved in the financial markets since 1998 and held varying roles in the financial services sector having most recently completed 3 ½ years at the Cube Financial Group as an Investment Manager which is now owned by the Company.

In addition to the financial markets Damian has an excellent knowledge of the IT industry in particular web based services and has a particular interest in online media and marketing and brings a strong supply and distribution dynamic to the team. Damian also brings with him the skills that he has gained from experience advising companies in the mining, IT, financial services and consumable sectors.

Craig Foley, Chief Information Officer

Craig brings 12 years of experience in working at MDS as the lead architect on the Market Analyser, market data platforms and other information systems to the group. Starting from a MS-DOS based end of day ASX equities platform, Craig has steered the system into its current day international real time trading platform with support for most markets and third party developer support.

His extensive practical experience with Information Technology and Finance Markets provides a unique view point on how to best use technology to develop and enhance tools and solutions for both traders and investors.

Ella Fung, Chief Financial Officer

Ella brings to the company over 11 years combined experience in financial audit, financial accounting and reporting, statutory reporting, taxation and process improvement in the financial services industry, including investment banking, funds management, insurance, superannuation and the telecommunications industry.

Prior to joining MDS, she obtained corporate experience from companies listed on the ASX and global companies listed on the NYSE. Ella is a CPA and developed a strong set of skills and experience from working with two of the Big-4 Chartered accounting firms as an auditor. She holds a Master of Applied Finance degree from Macquarie University and a Bachelor of Commerce degree in Accounting from Monash University

Jeff Cartridge, Education Manager

Jeff's association with the markets started in 1998 when the technology boom was in full swing and making money trading shares, appeared to be very easy. This changed dramatically in 2000 when the internet bubble burst and the following two years saw the markets fall heavily. Jeff decided to expanded his knowledge so that he could make money in different market conditions and learnt about options, warrants and contracts for difference (CFDs) and began trading these instruments with some success. The market recovery from 2003 onwards saw his investments grow and trading improve having researched, developed and practiced a number of successful trading strategies, which he now shares with a broader community. Jeff has shared his in-depth knowledge of the markets by educating tens of thousands of people in Australia and New Zealand about trading and has presented for numerous organisations including Cube Financial, E*Trade, CMC Markets, Trading and Investing Expo and Pavilion Securities.

James Gerrish

James has been involved in the Australian CFD Industry since its inception on both a private and professional level. He combines a solid technical background with the ability to communicate effectively to clients. He has an excellent understanding of the Australian CFD market and the opportunities it can offer. He holds a Bachelor of Business with an Accounting Major and worked as a Futures Broker prior to joining MDS Financial in early 2008. He is PS146 accredited in Equities and Derivatives**.**

Proposed CEO

The Company proposes to appoint a CEO in 2009.

The CEO will perform the normal duties under the strategic guidance and direction of the Board and pursue the normal principal objectives of a commercial enterprise in the Company's space.

Additional Directors

The Company intends to recruit additional independent non executive directors as well as executive directors.

Business Development Consultant Richard Symon

An industry experienced executive has been selected to take the role of National Business Development Consultant for MDS Financial Group Limited. This person has many years of experience in running the business development area of a major retail financial services company.

This executive is a proven performer in the sector and has demonstrated skills commensurate with the requirements of this dynamic role.

Richard Symon has over 20 years experience in equities markets including Executive Director of Prudential-Bache Securities (Aust) Ltd and co-founder of Online Broker, operator of Australian Stockbroking Ltd subsequently sold to PBL and merged with Charles Schwab.

Richard's most recent role was CEO of NSX Ltd an ASX listed company and operator of the National and Bendigo Stock Exchanges, the Water Exchange and the BSX Victorian Taxi Licence Market.

Prior to this appointment, Richard was responsible for the development of the stockbroking industry accreditation program (RG146), which is a required standard for advisers in financial services.

Richard owned and operated one of Australia's largest medical transcription companies, which he sold. He also assisted in senior roles with associations' management including Executive Director, Securities and Derivatives Industry Association (SDIA) and the Property Investment Association of Australia.

Richard co-foundered and is current Chair of the Financial Services Foundation, a charitable organisation that organises events, including "A Monetary Affair" Ball in which proceeds are donated to children's charities.

The Business Development Consultant performs the following duties and initiatives under the strategic guidance of the Executive Chairman or his delegate and in coordination with the Chief Operating Officer.

The following initiatives will be pursued by the National Business Development Consultant:

1. Secure profitable sales by undertaking leading edge projects which may include auto-trading functionality, integration with financial planners and investment managers, developing selling solutions for employee share and option schemes, create unique sell side execution services and provide improved functionality to technical traders by streamlining other MDS products such as Bourse and Market Analyser.
1. Raise the profile and professional image of MDS Financial and its technical and consultancy solutions within the financial markets and regulators. Increase the brand as an educator and service provider of choice for Contracts For Difference (CFD), Exchange Traded Options (ETO) and share traders.

4.3 Organisational structure

KEY	DTR- Designated Trading Representative
Sydney	Melbourne	NewZealand
Noosa	GoldCoast	To be employed/advisedExternal Contractor

4.4 Specific responsibilities of the Board

In addition to matters it is expressly required by law to approve, the Board has the following specific responsibilities:

(a) Appointment of the Chief Executive Officer ( either recruited from within or externally) and other senior executives and the determination of their terms and conditions including remuneration and termination;
(b) Driving the strategic direction of the Company, ensuring appropriate resources are available to meet objectives and monitoring management's performance;

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(c) Reviewing and ratifying systems of risk management and internal compliance and control, codes of conduct and legal compliance;
(d) Approving and monitoring the progress of major capita expenditure, capital management and significant acquisitions and divestitures;
(e) Approving and monitoring the budget and the adequacy and integrity of financial and other reporting;
(f) Approving the annual, half yearly and quarterly accounts;
(g) Approving significant changes to the organisational structure;
(h) Approving the issue of any Shares, options, equity instruments or other securities in the Company;
(i) Ensuring a high standard of corporate governance practice, regulatory compliance and promoting ethical and responsible decision making;
(j) Recommending to Shareholders the appointment of the external auditor as and when their appointment or re-appointment is required to be approved by them; and
(k) Meeting with the external auditor, at their request, without management being present.

4.5 Composition of the Board

(a) The composition of the Board is to be reviewed regularly to ensure the appropriate mix of skills and expertise is present to facilitate successful strategic direction.
(b) In appointing new members to the Board, consideration is given to the ability of the appointee to contribute to the ongoing effectiveness of the Board, to exercise sound business judgement, to commit the necessary time to fulfil the requirements of the role effectively and to contribute to the development of the strategic direction of the Company.
(c) The majority of the Board should be comprised of non-executive Directors. Where practical, at least 50% of the Board will be independent. An independent Director is one who is independent of management and free from any business or other relationship, which could, or could reasonably be perceived to, materially interfere with the exercise of independent judgement. The Company is seeking to recruit both additional non executive independent directors and executive directors.
(d) Directors must disclose their interests. The independence of the Directors should be regularly assessed by the Board in light of the interests disclosed by them.
(e) Directors are expected to bring their independent views and judgment to the Board and must declare immediately to the Board any potential or active conflicts of interest.
(f) Directors must declare immediately to the Board, and the Board will determine whether to declare to the market, any loss of independence.
(g) No member of the Board may serve for more than three years or past the third annual general meeting following their appointment, whichever is the longer, without being re-elected by Shareholders.
(h) Prior to the Board proposing re-election of non-executive Directors, their performance will be evaluated by the Nomination Committee (the same committee as the Remuneration Committee) to ensure that they continue to contribute effectively to the Board. Once the Board has expanded this committee will evaluate the other members of the Boards performance.

(i) The Board should comprise Directors with a mix of qualifications, experience and expertise which will assist the Board in fulfilling its responsibilities, as well as assisting the Company in achieving growth and delivering value to shareholders.

4.6 Board charter and policy

The Company has a complete Board Charter and Corporate Governance Charter that can be downloaded from the due diligence package on request**.**

4.7 Audit committee to oversee the audit requirements for the group to ensure compliance to all rules and regulations governing all parts of the business. Consisting of David Whitfield and Allan Shek
4.8 Remuneration committee to determine all remuneration levels of staff. Consisting of David Whitfield, Allan Shek and Damian Isbister
4.7 Compliance and risk management committee to evaluate risk exposure and ensure compliance aligned to the various authorities rules, guidelines and requirements. Consisting of Sean Rothsey and Allan Shek
4.8 Corporate Governance committee to determine policy in relation to policy and procedures to ensure staff adhere to all corporate governance rules and regulations to minimise risk. Consisting of David Whitfield, Allan Shek and Damian Isbister
4.9 Nomination Committee advises the board on the composition of the board and selection of directors. Consisting of David Whitfield, Sean Rothsey and Allan Shek.

5 Risk factors

5.1 Factors influencing success and risk

Introduction

This section identifies the areas that the Board believe to be the major risks associated with an investment in MDS.

There are a number of factors, both specific to MDS and of a general nature, which may affect the future operating and financial performance of the Company, the success of the MDS business and the value of an investment in Shares of MDS. Individually, or in combination, these might affect the future operating performance of MDS and the value of an investment in the Company.

Some of these factors can be mitigated by the use of safeguards and appropriate commercial action in the form of governance, compliance and risk systems. Similarly, there is no guarantee the safeguards and systems will be effective. Many of the risk factors are outside the control of MDS and its Directors and cannot be mitigated.

There can be no guarantee that MDS will achieve its stated objectives or that any forwarding-looking statements or forecasts will eventuate. An investment in the Company should be considered in light of relevant risks, both general and specific. Each of the risks set out below could, if it eventuates, have a material adverse impact on MDS's operating performance and profits, and the corresponding value of the Shares.

Before deciding to invest in the Company, potential investors should:

(a) read this Information Memorandum in its entirety;
(b) consider the assumptions underlying the forecasts, the sensitivity analysis and the risk factors that could affect the financial performance of MDS;
(c) review these factors in light of their personal circumstances; and
(d) seek professional advice from their accountant, stockbroker, lawyer or other professional adviser before deciding whether to invest.

5.2 General investment risks

General economic conditions

MDS's operating and financial performance is influenced by a variety of general economic and business conditions including the level of inflation, interest rates and government fiscal, monetary and regulatory policies. Prolonged deterioration in general economic conditions, including an increase in interest rates, could be expected to have a corresponding adverse impact on the Company's operating and financial performance.

Share investment

Trader Dealer Online Pty Limited. As the Shares in Trader Dealer Online are not quoted on ASX or any other stock exchange there is no public market for the Shares. Therefore, trading in the Shares can only be effected by private negotiation, which may involve obtaining a valuation of the Shares. Accordingly, it may be difficult to identify a purchaser for the Shares, if the Directors resolved to dispose of the investment.

MDS Financial Group Limited. The Shares in the Company are quoted on the ASX .However there can sometimes be a limited free float or liquidity or no public market for the Shares. Therefore, trading in the Company Shares can be a lengthy process as it may be difficult to identify a purchaser for the Shares.

Any valuation is likely to be based on the underlying value of the Company rather than recently traded prices.

Recipients should be aware there are risks associated with investment in the Shares. The value of MDS Shares can be expected to fluctuate depending on various factors including general worldwide economic conditions, changes in government policies and legislation, investor perceptions, movements in exchange rates, prices of MDS's services, variations in the operating costs and costs of capital replacement which MDS may in the future require, an increase in competitors and fluctuations in sales and processing volumes. Accordingly, the value of Shares may be higher or lower than the price paid for the Shares under the Offer.

Each Recipient should consider whether purchasing the Shares is a suitable investment for them. Any Recipient in doubt about investing in Shares should consult their stockbroker, accountant, lawyer or other professional adviser immediately.

Taxation risks

A change to the current taxation regime in Australia or overseas may affect MDS and its Shareholders. Personal tax liabilities are the responsibility of each individual Shareholder. MDS is not responsible for either taxation or penalties incurred by Shareholders. Each Recipient should obtain appropriate tax advice having regard to their particular circumstances before deciding to invest in the Shares.

International hostilities and disasters

War, terrorist attacks or the outbreak of international hostilities anywhere in the world could result in a decline in economic conditions worldwide or in a particular region. In addition, such risks may make it unsafe for the Company to continue operations in a particular country or make it difficult to attract and retain personnel. There could also be a resultant material adverse effect on the business, financial condition and financial performance of MDS. International stock market volatility may affect the ASX and market value of MDS.

5.3 Specific investment risks

Growth

There is a risk that the Company may be unable to manage its future growth successfully. The ability to hire and retain skilled personnel as outlined below may be a significant obstacle to growth.

Mergers and acquisitions

The Company's growth strategy may be impacted if it is unable to find suitable mergers and acquisitions. The Company's due diligence processes may not be successful and a merger or acquisition may not perform to the level expected.

Debt Finance

The Company's business plan and growth strategy does not rely on MDS being able to raise any finance or any finance on any minimum of a debt to equity basis. If this changed and the Company required to raise finance and MDS could not raise the finance then the Company's business plans and growth strategy will be impacted significantly.

Profitability

Future potential operating results depend to a large extent on management's ability to successfully manage expansion and growth, which necessarily requires expansion of all aspects of the business operations, such as revenue forecasting, addressing new markets, controlling expenses, implementing infrastructure and systems and managing assets. Inability to control the costs and organisational impacts of business growth, an unpredicted decline in the growth rate of revenues without a corresponding and timely reduction in expense growth or a failure to manage other issues arising from growth could all materially adversely affect the Company's operating results. Other issues that may affect the profitability of the Company is the price received from its customers for its retail financial services solutions and products which will vary with the market.

Reliance on key personnel

MDS relies on the talent and experience of its personnel as its primary asset. Should any of its key personnel cease employment with MDS, it may have a negative impact on the continuing operations and performance of the Company. It may be difficult to replace them, or to do so in a timely manner or at comparable expense. Additionally, any key personnel of the Company who leave to work for a competitor may have a material adverse impact on the Company.

In summary, MDS's ability to attract and retain personnel will have a direct effect upon its ability to deliver its project commitments and achieve forecast revenues. Additionally, increases in recruitment, wages and contractor costs may also adversely impact upon the financial performance of the Company.

Conversely the MDS Board recently announced to the key personnel of the Company that the Company intended to implement the existing ESOP which the Company believes will significantly mitigate this risk

Material matters

As many of the business plans are only at an early stage, there is a risk that they will not proceed to a fully implemented stage. This may significantly impact the current and future objectives of MDS and have an adverse material impact on MDS's operating and financial performance if they were not to proceed.

Competitors

MDS could face increased competition via new entrants into the market which could adversely affect its ability to attract or retain customers.

Intellectual property

MDS's success will depend in part on its ability to protect its intellectual property and to obtain commercially valuable patent claims. MDS currently has not obtained or applied for a registered patent, and is aware that legal standards relating to the validity and scope of claims in its technology field are still evolving. Therefore, the degree of future protection for MDS's proprietary rights is uncertain. The risks and uncertainties that MDS faces with respect to its proposed patents and other proprietary rights include the following:

(a) MDS may not be awarded a grant of registration with respect to any patent applications lodged (if any);
(b) any applications made by MDS may not be allowed due to prior disclosure;
(c) the claims of any patent issued may not provide meaningful protection;
(d) MDS may not be able to develop additional proprietary technologies that are patentable;

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(e) any patents licensed or issued to MDS or its customers may not provide a competitive advantage;
(f) other companies may challenge patents licensed or issued to MDS or its customers;
(g) other companies may independently develop similar or alternative technologies, or duplicate MDS technologies, particularly if no patent registrations are awarded; and
(h) other companies may design around technologies MDS has licensed or developed.

MDS may incur substantial costs in applying for patents, asserting any patent rights and in defending legal action against it relating to intellectual property rights. Such disputes could substantially delay MDS's product development or commercialisation activities.

If MDS does not obtain registered patents in respect of its technology there is a risk that competitors in the industry could exploit MDS's technology denying them their competitive advantage.

In addition to the invention which are the subject of possible patent applications, MDS depends upon trade secrets and proprietary know-how to protect its proprietary technology.

MDS requires all employees, consultants, advisors, and collaborators to enter into nondisclosure agreements that prohibit the disclosure of confidential information to any other parties. MDS requires that its employees and consultants disclose and assign to MDS their ideas, developments, discoveries, and inventions. These agreements may not, however, provide adequate protection for MDS's trade secrets, know-how, or other proprietary information in the event of any unauthorised use or disclosure.

Litigation risks

MDS could become subject to litigation in relation to professional negligence, breach of contract or other litigation. MDS will maintain public liability, professional indemnity and directors' and officers' insurance, among other policies. Despite these protections, it is possible that claims not covered by insurance may arise which may have an adverse affect on the Company's financial position, financial performance and reputation which would, in turn, have an overall adverse affect on MDS.

To the knowledge of the Directors, there is no litigation pending or threatened, of a material nature that is likely to adversely affect the Company.

Legislative Uncertainty and Regulatory requirements

The Company cannot predict changes in the regulatory environment. The recently appointed Labor Government may have an adverse effect on the policies of the business going forward.

Environmental issues

MDS's aim is to achieve environmentally sound and efficient management practices of its activities and in unaware of any matter that would make it unable to complete its environmental objectives.

Raising capital

The Board estimates additional working capital will be required to carry out the objectives stated in this IM. The completion of MDS's planned business plans and growth strategy relies significantly on obtaining capital to fund the business plans and development of the Company's objectives.

The Company has acceptable strategies in place should additional working capital not be raised.

6 Material agreements

6.1 Key documents

The Board considers that there are no agreements relating to MDS that are significant to the Offer, the operations of the Company or may be relevant to investors. As such a description of material agreements or arrangements, together with a summary of the more important details of each of these agreements, is not included in the Information Memorandum.

6.5 Executive service contracts

The following senior executives or their service companies have signed employment contracts with the company:

Damian Isbister
Allan Shek
Craig Foley
Ella Fung

6.6 Deeds of access, insurance and indemnity

The Company has entered into standard deeds of access, insurance and indemnity with its Directors.

The Company has undertaken, consistent with the Corporations Act, to indemnify each Director in certain circumstances and to maintain Directors' and Officers' insurance cover in favour of each Director for seven years after the Director has ceased to be a Director.

The Company has further undertaken with each Director to maintain a complete set of the Company's Board papers and to make them available to the Director for seven years after the Director has ceased to be a Director.

6.7 Leases

The Company has entered two formal lease agreements at this time,

Sydney – Level 4, 72 Pitt Street, Sydney NSW 2000 Area: 327m**2** From 1 July 2008 to 30 June 2010, with the option of extending for a period of 12 months. Annual rental increases of 5% per annum. Lease cost (present): $130,800 + GST

Melbourne – Level 1, Rialto North Tower, 525 Collins Street, Melbourne VIC 3000 Area: 383m**2** From 1 May 2007 to 30 April 2010. Lease cost (present): $125,470.80 + GST + outgoings

6.8 Other material contracts

Apart from those during its normal course of business MDS has the following material contracts:

Consulting Services Agreement with the Lead Manager in relation to this Placement

6.9 Documents available for inspection

Copies of the following documents are available for inspection during normal office hours at the registered office of the Company for 13 months after the date of this Information Memorandum:

(a) the Constitution of MDS;
(b) the consents to the issue of this Information Memorandum;
(c) the corporate governance charter;
(d) agreement with BoxRED Pty Limited and Matilda Partners Pty Ltd.

7 Additional information

7.1 Options

As detailed above, the Company proposes to seek approval at its 2008 annual general meeting for the issue of 10,000,000 unlisted options, exercisable at $0.05 on or before 31 December 2010.

At present, there are 2,960,000 unlisted options on issue, exercisable at $0.20 on or before 31 December 2008.

There are no other options on issue.

The company has an Employee Share Option Plan in place which was adopted on 2 August 2000. The plan is currently being revised and will be available for inspection once completed. Directors may only participate in this plan with shareholder approval obtained at a general meeting. A copy of the current plan can be provided on request.

7.2 Consents and disclaimers of responsibility

None of the parties referred to below has made any statement that is included in this Information Memorandum or any statement on which a statement made in this Information Memorandum is based, except as specified below. Each of the parties referred to below, to the maximum extent permitted by law, expressly disclaims, and takes no responsibility for, any part of this Information Memorandum, other than the reference to its name and a statement included in this Information Memorandum with the consent of that party, as specified below.

BoxRED Pty Limited has given, and has not withdrawn, its written consent to be named as Lead Manager in the form and context in which it is named.

Corrs Chambers Westgarth has given, and has not withdrawn, its written consent to be named as lawyers to the Offer in the form and context in which it is named.

7.3 Interests of experts and advisers

Except as set out in this Information Memorandum, no person named in this Information Memorandum as performing a function in a professional, advisory or other capacity in connection with the preparation or distribution of this Information Memorandum:

(a) has any interest or has had any interest during the last two years, in the formation or promotion of MDS, or in property acquired or proposed to be acquired by MDS in connection with its formation or promotion, or the Offer of the Shares;

(b) no amount has been paid or agreed to be paid, and no benefit has been given, or agreed to be given, to any such person in connection with the services provided by the person in connection with the formation or promotion of MDS, or the Offer of the Shares;

(c) The Lead Manager will be paid a management fee, and a success fee (in addition Participating Organisations will receive a handling fee of up to 5% on stamped Application Forms that receive an allocation of Shares under the Offer), details of which are disclosed in the agreement between the Lead Manager and the Company; and

(d) Sean Rothsey, Executive Chairman of the Company is also Chairman and founder of BoxRED Pty Limited, one of the Lead Managers.

7.4 Interests of Directors

Other than set out below or elsewhere in this Information Memorandum:

(a) no Director or proposed Director of MDS has, or has had in the two years before lodgement of this Information Memorandum, any interest in the formation or promotion of MDS, or the Offer of Shares, or in any property proposed to be acquired by MDS in connection with information or promotion of the Offer of the Shares; and
(b) no amounts have been paid or agreed to be paid and no benefit has been given or agreed to be given, to any Director or proposed Director of MDS either to induce him or her to become, or to qualify him or her as a Director, or otherwise for services rendered by him or her in connection with the promotion or formation of MDS or the Offer of Shares.
(c) Sean Rothsey, Executive Chairman of the Company is also Chairman and founder of BoxRED Pty Limited , one of the Lead Managers.

Shareholdings

The Directors of the Company or their associates have a beneficial interest in the following Shares and Options in the Company at the date of this Information Memorandum:

Director Shareholder Shares Options upon completion of the Offer

Director shareholdings in the CompanyUpon completion of the Offer
Name	Direct/ IndirectInterest	No. of Shares	% of total Sharespre Selective BuyBack
SeanRothsey	Indirect	13,670,000	7.18%
DavidWhitfield	Indirect	2,479,768	1.30%
Allan Shek *	Direct	72,575	0.04%
	TOTAL	16,222,343	9.28%

* Allan Shek also holds 1,000,000 options expiring 31 December 2008 exercisable at $0.20.

Transactions with related parties

There are no arrangements in place with related parties in regard to the Company except at an arms length third party basis and a reasonable person would not expect tor those to have a material adverse result,

Payments to Directors

The Constitution of MDS provides that the Directors may be paid, as remuneration for their services, a sum set from time to time by MDS's shareholders in general meeting, with that sum to be divided amongst the Directors as they agree.

The maximum aggregate amount which has been approved by MDS's Shareholders for payment to the nonexecutive Directors is $200,000 per annum.

The current Directors fees are:

$100,000 per annum for the Chairman, Sean Rothsey $60,000 per annum for non-executive director, David Whitfield. Allan Shek does not receive Directors fees, but is paid a salary for his roles within the company.

7.5 Expenses of the Offer

The total estimated expenses of the Offer payable by the Company including accounting fees, legal fees, share registry fees, printing costs, public relations costs and other miscellaneous expenses are estimated to be approximately between $50,000 and $155,000. The expenses could increase by a further $100,000 depending upon the level of support from participating organisations other than the Lead Manager.

7.6 Participating organisations

Participating Organisations will receive a fee of up to 5% on stamped Application Forms that receive an allocation of Shares under the Offer, with the exception of the Lead Manager, who will receive the agreed rate provided in the Consulting Services Agreement between BoxRED and MDS.

7.7 Electronic Information Memorandum

This Information Memorandum is available in electronic form at http://www.boxred.com.au/corporateadvisory/mds-information-memorandum/. Any person receiving this Information Memorandum electronically will, on request, be sent a paper copy of the Information Memorandum by MDS free of charge during the period of the Offer.

Applications must be made by completing a paper copy of the Application Form. MDS will not accept Application Forms electronically.

The Application Form may only be distributed attached to a complete and unaltered copy of the Information Memorandum. The Application Form included with this Information Memorandum contains a declaration that the investor has personally received the complete and unaltered Information Memorandum prior to completing the Application Form.

MDS will not accept a completed Application Form if it has reason to believe that the Applicant has not received a complete paper copy or electronic copy of the Information Memorandum or if it has reason to believe that the Application Form or electronic copy of the Information Memorandum has been altered or tampered with in any way.

While MDS believes that it is extremely unlikely that during the period of the Offer the electronic version of the Information Memorandum will be tampered with or altered in any way, MDS can not give any absolute assurance that this will not occur. Any investor in doubt about the validity or integrity of an electronic copy of the Information Memorandum should immediately request a paper copy of the Information Memorandum directly from MDS or a financial adviser.

7.8 Privacy

When applying for Shares in the Company, Applicants will be asked to provide personal information to MDS directly, and through the share registry, such as name, address, telephone and fax numbers, tax file number and account details. The Company and the share registry collect, hold and use that personal information to assess Applications, provide facilities and services to Applicants and undertake administration. Access to information may be disclosed by the Company to its agents and service providers on the basis that they deal with such information under the Privacy Act 1988 (Cth). Incomplete applications may not be processed.

Under the Privacy Act 1988 (Cth), Applicants may request access to their personal information held by or on behalf of the Company by contacting the share registry.

8 GLOSSARY

AEST	Australian Eastern Standard Time.
Applicant	a person or entity who submits an Application Form.
Application	an application for Shares under the Offer.
Application Form	an application form attached to this Information Memorandum.
ApplicationMoney	the money received by the Company pursuant to the Offer, being the Offer Pricemultiplied by the number of Shares applied for.
ASIC	Australian Securities and Investments Commission.
Board	the board of directors of the Company.
Closing Date	the date on which the Offer closes, being 17 November 2008 or another datenominated by the Company in consultation with the Lead Manager andUnderwriter.
Company orMDS	MDS Financial Group Limited ACN 091 744 884
Corporations Act	Corporations Act 2001 (Cth).
Directors	the directors of the Company
DirectorShareholders	the parties associated with each of the Directors.
EBIT	Earnings before interest and income tax.
EBITDA	Earnings before interest, income tax, depreciation and amortisation.
IFRS	International Financial Reporting Standards.
InformationMemorandum	this Information Memorandum.
Investment	the purchase of Shares under the terms of the Offer.
Lead Manager	means BoxRED Pty Limited ACN 115 730 642 and Matilda Partners Pty Limited ACN119 935 723
MOU	means a memorandum of understanding.
NPAT	Net profit after tax.
NPBT	Net profit before tax.
Offer	the offer of Shares under this Information Memorandum.
Offer Price	$0.04 cents per Share.
Option	an option to acquire a fully paid ordinary Share in MDS

Option Holder	the holder of an Option.
ParticipatingOrganisation	a person authorised under the Corporations Act to provide financial services as anauthorised representative of a holder of an Australian Financial Services License.
personnel	employees and professional services contractors of MDS.
BoxRED	means BoxRED Pty Limited – ACN 115 730 642
Recipient	an intended recipient of this Information Memorandum, its related bodiescorporate and their respective directors, officers, employees, agents,representatives and advisers.
Shareholders	holders of Shares in MDS.
Shares	fully paid ordinary Shares in MDS
Us or we	the Company.
You	the investors under this Information Memorandum.

9 Corporate directory

Company

MDS Financial Group Limited Level 4 72 Pitt St Sydney NSW 2000 www.mdsfinancial.com.au

PO Box R104 Royal Exchange Sydney NSW 1225 Tel: +61 2 9300 3500 Fax: +61 2 9300 3599

Directors

Sean Rothsey David Whitfield Allan Shek

Company Secretary

Allan Shek

Lead Manager

BoxRED Pty Limited 49 Maple Street PO Box 736 Cooroy Q 4563 Telephone +61 7 5442 5050 Fax +61 7 5442 5060 www.BoxRED.com.au

Co Lead Manager

Matilda Partners Pty Limited Level 1 53 Cross Street Double Bay NSW 2026 Telephone +61 2 8079 0779 Fax: +61 2 8079 0778

Lawyers to the Offer

Corrs Chambers Westgarth Governor Phillip Tower 1 Farrer Place Sydney NSW 2000 www.corrs.com.au Phone + 61 2 9210 6334 Fax +61 2 9210 6611

For information on the Company's auditors and share registry, please see the 2008 Annual Report.

10 ANNEXURE 1 - ASX Announcement 17 October 2008

ACN 091 744 884 Level 4, 72 Pitt Street Sydney NSW, 2000 Australia

ASX Announcement

17 October 2008

Shareholder update

MDS Financial Group Limited ("MDS Financial" or "the Company") advises today that it has been approached by various parties wishing to hold discussions regarding the Company's business.

These approaches are preliminary in nature and may or may not result in a formal proposal being made to MDS Financial regarding a merger or the acquisition of either the Company's business or another party's business by MDS Financial.

Non Disclosure Agreements have been executed with three separate credible parties for differing proposals including:

a merger of part or all of another company into the MDS Financial business;
the acquisition of part of MDS Financial's business; and/or
an interest in acquiring a significant shareholding in MDS Financial, either through:
- the proposed Placement to Investors (pursuant to the Notice of Extraordinary General Meeting of 25 September 2008) as approved by shareholders at that meeting, to raise capital through the issue of up to 30,000,000 new shares, along with up to another 20,000,000 shares under ASX Listing Rule 7.1; and/or
- the possibility of a new placement, which would be put to shareholders, to include the acquisition of two more companies.

Given the current state of capital markets, the Board of MDS Financial considers that it is appropriate that it carefully evaluate all of the indicative proposals. The Board confirms that it proposes to do this paying regard to an overall strategic review currently being undertaken by the Company to ensure the best possible preservation, use and enhancement of its working capital whilst still allowing the Company to grow its various business units and other potential strategies to enhance shareholder value.

The Board has significant confidence in the Company's short and long term future as indicated in the 2008 annual report.

The Board wishes to stress that none of the indicative proposals it has received are yet formal offers and that there is no guarantee that any formal offer will ultimately be received by the Company.

The Board confirms that subsequent to indicative proposals being received and considered, both the Company and external parties have exchanged or provided confidential information.

Should any formal binding offer be received by the Company, the Board confirms that it will carefully evaluate it in the context of the results of the Company's strategic review and consider any formal offer against all alternative options (including internal initiatives) before any recommendation is put to shareholders.

The Board has not yet retained any advisors to assist it in analysing the strategic review and will advise shareholders of further developments, as and when appropriate.

The Board has decided that it will appoint an advisor and lead manager for the proposed placement of up to 50,000,000 shares to Sophisticated Investors and expects to conclude this and release an Information Memorandum shortly.

The Company will keep shareholders and the market advised of any further material developments.

For more information please contact:

Sean Rothsey Chairman MDS Financial Group Limited Allan Shek Director and Company Secretary MDS Financial Group Limited

Phone: 07 54426080 Mobile: 0419 712 685 Phone: 02 9300 3500

11 INSTRUCTIONS TO APPLICANTS & APPLICATION FORM

Please post or deliver the completed Application Form together with a cheque to the Company. If an Applicant has any questions on how to complete this Application Form, please telephone the Company on +61 3 9617 0600 or 1300 363 766.

Contact Details

Please provide a contact name and daytime telephone number so that the Company can contact the Applicant if there is an irregularity regarding the Application Form.

Declaration

The Applicant(s) agree(s) that this application is for Shares in MDS Financial Group Limited and agree(s) to take any number of Shares equal to or less than the number of Shares indicated on the front of the form that may be allotted to the Applicant and declare(s) that all details and statements made are complete and accurate. It is not necessary to sign the Application form.

If an Application Form is not completed correctly, or if the accompanying payment is for the wrong amount, it may still be accepted. Any decision of the Directors as to whether to accept an Application Form, and how to construe, amend or complete it shall be final.

Forward your completed application to:

By Post

MDS Financial Group LimitedPO Box R 104 Royal ExchangeSydney NSW 1225	or	BoxRED Pty LimitedPO Box 736Cooroy Q 4563
By Hand
MDS Financial Group LimitedLevel 4 72 Ptt StSydney NSW 2000	or	BoxRED Pty Limited49 Maple StCooroy Q 4563

APPLICATION FORM

This Application Form forms part of the Information Memorandum dated 31 October 2008.

I/We apply for		X AUD$ [0.04] cps	AUD$
Insert Number of Shares applied for				Please make sure thatthe amount of yourcheque(s) equals thisamount and is madepayable to MDSFinancial Group Limited
COMPLETE FULL NAME AND ADDRESS DETAILS
INSERT CORRECT TITLE(MR/MRS/MISS/MS)	GIVEN NAMES(IN FULL)			SURNAME OR COMPANY NAME

JOINT APPLICANT OR ACCOUNT DESIGNATION			EG

NUMBER/STREET OR PO BOX			EMAIL ADDRESS



SUBURB OR TOWN		STATE		POSTCODE

CONTACT NUMBER (DAY)		CONTACT NAME

		HIN – EXISTING CHESS PARTICIPANTS ONLY

I/we declare that this application is complete according to the declaration/appropriate statements on the sections 11 and 12.

Returning this Application Form with relevant attachments and your cheque will constitute your offer to subscribe for Shares in MDS Financial Group Limited.

12 SOPHISTICATED INVESTOR CERTIFICATION

(Note: Overseas investors should disregard this section)

To: MDS Financial Group Limited ACN 091 744 884 Please:

Complete Section 1
Complete Section 2 and have your accountant sign it

Section One - Investors Details

Individual Investor Name: …………………………………………………………………
Residential Address: ………………………………………………………………………….
Postal Address: ………………………………………………………………………………….
Phone: …………………………… Fax: ………………………………………………………
Mobile: …………………………… Email: …………………………………………………

I/We, acknowledge that:

a. This Certificate is given to MDS Financial Group Limited to enable MDS Financial Group Limited determine whether it is able to make certain offers of securities to The Investor in compliance with the Corporations Act 2001;

b. Offers of securities made to The Investor by MDS Financial Group Limited may be made on the basis of this certificate;

c. The Investor may be required to observe certain selling restrictions in Australia in relation to securities offered to The Investor as a registered Sophisticated Investor; and

d. The Investor may only act as principal.

Dated: ………………………..

Investor: _______________________ ___________________________

Print name Signature

Witness: _______________________ ___________________________
--------------------------------------------------------------	--

Print name Signature

QUALIFIED ACCOUNTANT'S CERTIFICATION

Section 2

(Note: Overseas investors should disregard this section)

Title: ………………………………………………………………………………………. Name: ……………………………………………………………………………………... Address: …………………………………………………………………………………… …………………………………………………………………………. P/Code: ………... Phone: …………………………………. Fax: …………………………………………..

I certify that the following is true and correct in every particular: a. I am a qualified accountant within the meaning of Section 9 of the Corporations Law1;

b. This certificate is given at the request of the investor described in Section 1 of this certificate in relation to potential offers by MDS Financial Group Limited to subscribe to acquire securities;

c. This certificate is given to MDS Financial Group Limited for the purpose of compliance with Section 708(8)(c) of the Corporations Act 2001; and

d. The Investor has:
i. Net assets of at least $2,500,000; or
ii. A gross income for each of the last 2 financial years of at least
$250,000 a year

Signed: ……………………………………………..… Dated: …………………………..

Name of Qualified Accountant: ……………………………………………………………

1"Qualified accountant" means a member of a professional body that is approved by ASIC in writing for the purpose of the definition. ASIC has indicated that it will approve any member of: a. Certified Practicing Accountants Australia ("CPA"), who is entitled to use the post-nominals "CPA" or "FCPA", and is subject to and complies with the CPA's continuing professional development requirements;

b. The Institute of Chartered Accountants in Australia ("the ICAA"), who is entitled to use the postnominals of "CA", "ACA" or "FCA", and is subject to and complies with the ICAA's continuing professional education requirements; or

c. The National Institute of Accountants ("the NIA"), who is entitled to use the post-nominals "MNIA" of "FNIA", and is subject to and complies with NIA's continuing professional education requirements.

Representations and Warranties

(a) If you are in Australia, you are one of the following:

(i) a "Sophisticated Investor" within the meaning of Section 708(8) of the Corporations Act; or (ii) a "Professional Investor" within the meaning of Section 708(11) of the Corporations Act; or (iii) a person who has received the offer through a financial services licensee in accordance with Section 708(10) of the Act; or

(iv) a person who is otherwise an exempt offeree for the purpose of Section 708 of the Act;

(b) If you are in New Zealand, you are a person whose principal business is the investment of money or who, in the course of and for the purposes of your business, habitually invests money, under Section 3(2)(a)(ii) of the New Zealand Securities Act 1978.

(c) If you are outside Australia and New Zealand, you are a person to whom an invitation or offer to subscribe for the Shares is permitted by the laws of the jurisdiction in which you are situated or from where you submitted your bid to subscribe for Shares and you are a person to whom the Shares can lawfully be issued under all applicable laws, without the need for any registration, lodgment, filing or approval.

(d) You confirm that you are in compliance with all relevant laws and regulations (including, without limitation, the requirements of the Australian Foreign Acquisitions and Takeovers Act 1975 and the insider trading provisions of the Australian Corporations Act) and will not cease to be in compliance if you accept your allocation of Shares.

(e) You are not a "U.S. Investor", being for the purposes of this Agreement a person who is in the United States, or who is a U.S. person (as defined in Regulation S under the U.S. Securities Act of 1933 (the 'Securities Act'), or who is acting for the account or benefit of a U.S. person.

(f) You understand that the offer to you of the Shares has not been and will not be registered under the Securities Act or the laws of any state or other jurisdiction in the United States. Therefore, you agree that you will not offer, sell, pledge, transfer or otherwise dispose of any Shares in the United States or to a U.S. Investor unless and until the Shares are registered under the Securities Act (which you acknowledge MDS Financial Group Limited has no obligation to do) or offered, sold, pledged, transferred or otherwise disposed of in a transaction exempt from, or not subject to, the registration requirements of the Securities Act or the laws of any state or other jurisdiction in the United States.

(g) You agree that, in the future, if you or any other person for whose account you are acquiring the Shares decides to sell or otherwise transfer any Shares, you will only do so, and you will inform such other person that it may only do so, if the offer and sale of such Shares are (i) registered under the Securities Act (which you acknowledge MDS Financial Group Limited has no obligation to do); (ii) made in a transaction exempt from the registration requirements of the Securities Act; or

(iii) made in regular brokered transactions on the ASX, NSX or otherwise outside the United States in accordance with Regulation S under the Securities Act

(h) You acknowledge that no disclosure document has been prepared in connection with the Placement.

(i) You have had access to all information that you believe is necessary or appropriate in connection with your subscription for the Shares. You acknowledge and agree that you will not hold MDS Financial Group Limited or any of its related bodies corporate or affiliates responsible for any misstatements in, or omissions from, any publicly available information concerning MDS Financial Group Limited .

(j) You have made and relied upon your own assessment of MDS Financial Group Limited and have conducted your own investigation with respect to the Shares and MDS Financial Group Limited including, without limitation, the particular tax consequences of subscribing, owning or disposing of the Shares in light of your particular situation as well as any consequences arising under the laws of any other taxing jurisdiction.

(k) You have not relied on any investigation that MDS Financial Group Limited or any of its related bodies corporate or affiliates or any persons acting on their behalf may have conducted with respect to the Shares. None of such persons has made any representation to you, express or implied, with respect to the Shares.

(l) You acknowledge that this Information Memorandum does not constitute a securities recommendation.

(m) You acknowledge that an investment in the Shares involves a degree of risk.

(n) You have such knowledge and experience in financial and business matters that you are capable of evaluating the merits and risks of a purchase of the Shares.

(o) You have the financial ability to bear the economic risk of the investment in the Shares.

(p) You will be bound by the provisions of the constituent documents of MDS Financial Group Limited in your capacity as a Shareholder.

(q) Except to the extent that liability cannot by law be excluded, you acknowledge that none of MDS Financial Group Limited nor any of its respective related bodies corporate, or any directors, officers, employees, agents or advisers of MDS Financial Group Limited , or any of its respective related bodies corporate, accept any responsibility in relation to the Placement.

(r) You are not a Related Party (as defined in Section 228 of the Corporations Act of MDS Financial Group Limited and you are not an Associate (as defined in Division 2 of Part 1.2 of the Corporations Act) of MDS Financial Group Limited .

(s) If you are acquiring any Shares for an account of one or more persons, you have full power to make the foregoing acknowledgments, representations, warranties and agreements on behalf of each such person and you will take reasonable steps to ensure that each such person will comply with its obligations herein.

(t) You acknowledge that MDS Financial Group Limited and its directors and officers and their respective related bodies corporate and affiliates will rely upon the truth and accuracy of the foregoing acknowledgments, representations, warranties and agreements. You indemnify MDS Financial Group Limited, and its directors and officers and their respective related bodies corporate and affiliates against any loss, damage or costs incurred and arising out of or in relation to any breach by you of the acknowledgments, representations, warranties and agreements.

(u) You acknowledge that the offer of Shares to you is personal to you and you may not prior to settlement of the Placement assign, transfer, or in any other manner, deal with your Shares without the prior written agreement of MDS Financial Group Limited.

MDS Financial Group Limited ACN 091 744 884 Information Memorandum Level 4 72 Pitt St Sydney NSW 2000 www.mdsfinancial.com.au

Tel: +61 2 9300 3500 Fax: +61 2 9300 3599

AI assistant

SEQUOIA FINANCIAL GROUP LTD — Capital/Financing Update 2008

65767_rns_2008-10-30_95c34355-9051-4110-8c6c-7dbc039065a2.pdf

ASX Announcement

31 October 2008

Information Memorandum – 31 October 2008

About Box Red Pty Ltd

About Matilda Partners Pty Ltd

For more information please contact:

MDS Financial Group Limited

Information Memorandum

MDS Financial Group Limited ACN 091 744 884

IMPORTANT NOTICE

THIS IS NOT A PROSPECTUS

Recipient to conduct own investigation and analysis

Not a document requiring lodgement with ASIC

No responsibility for contents of Information Memorandum

Further Information

Acknowledgments

Each Recipient acknowledges that:

No contract

Accuracy of projections and forecasts

Speculative investment and liquidity not guaranteed

Other jurisdictions

Date of Information Memorandum

Offer Expiry

Accessing Information Memorandum

Miscellaneous

THIS DOCUMENT IS IMPORTANT AND SHOULD BE READ IN ITS ENTIRETY

Table of contents

Letter from the Chairman

31 October 2008

Dear Investor,

MDS Financial Group Investment Highlights

The Organisation

Group Structure

MDSnews Limited (now MDS Financial Group Limited)

The Cube Financial Group Pty Limited

Bourse Data Pty Limited

Trader Dealer Online Pty Limited

Questions and answers

1 Investment summary

1.1 Offer highlights

1.2 Important dates Event Date

1.3 Summary financial information

Section 1 – Investment summary

1.4 Purpose of the Offer and utilisation of funds

Additional funding will:

1.5 Top 20 Shareholders

1.6 Risk factors

1.7 Summary only

2 Details of the Offer

2.1 Description of the Offer

2.2 Rights attaching to Shares

2.3 Timetable

2.4 How to apply for Shares

Post:

2.5 Allocation of Shares

2.6 The Lead Manager

2.7 Underwriting

2.8 Validity of Application Forms

2.9 Who we can accept applications from

Sophisticated Investors are so classified:

2.10 Withdrawal

2.11 Taxation considerations

2.12 Foreign selling restrictions

Each Applicant warrants and represents that:

3 MDS Financial Group Limited - the Business

3.1 Overview

3.2 ASX announcement – 17 October 2008

3.5 Industry Overview

3.6 Target Market

New Entrants

Existing MDS customers

Previous MDS customers

Existing investors / traders NON customers

Retail market

Commercial market

Online market

Section 3 – MDS the business

SEQUOIA FINANCIAL GROUP LTD Capital/Financing Update 2008