SPACETALK LTD — Capital/Financing Update 2004

Nov 3, 2004

Suite 2, 128 Hindley Street Adelaide SA 5000 P: 08 8415 5165 F: 08 8231 5200 W: www.mgmwireless.com ABN 29 104 182 42

4th November, 2004

Companies Announcement Office Australian Stock Exchange Limited 20 Bridge Street Sydney NSW 2000

MGM Wireless signs agreement for MSGU™ sales rights for Western Australia.

MGM Wireless Ltd is pleased to announce it has entered into a license agreement with Western Australian company Lionpalm Pty. Ltd. Under the terms of the agreement, Lionpalm Pty. Ltd, paid an up-front fee for the sales and service rights for the MSGU™ for schools system in the state of Western Australia.

Lionpalm Pty. Ltd., which will operate as MGM Wireless (WA), will also make royalty fee payments to MGM Wireless Ltd for all new sales, on-going Customer Annual License fees and SMS transmission charges. The agreement provides for exclusive sales rights for Lionpalm, subject to ongoing achievement of mutually agreed to sales and service performance levels.

This announcement is another step in the expansion of MGM Wireless' sales network.

The license agreement and cash payment will enable MGM Wireless to strengthen and focus its resources on fast tracking the opening of new sales territories and growing the Customer base faster - a key objective of the company.

The company plans to enter into similar sales licensee arrangements in other territories of Australia. United States and United Kingdom. Negotiations are currently in progress with a number of interested parties.

"The appointment of Lionpalm will result in faster aggregate sales grow and faster customer acquisition in Western Australia," said Mark Fortunatow, MGM Wireless chairman and chief executive officer. "We anticipate that the W.A. Government, new and existing school customers will be excited about having a local office for sales and support".

"The patented MSGU for Schools system is a ground breaking technology that has proven to deliver outstanding improvements in student attendance at 100% of schools implemented." said Lionpalm Managing Director - Ian Cameron. "We are excited about the business opportunity and look forward to growing a substantial business from the base of Customers already established in W.A.".

Lionpalm has appointed seasoned IT veteran Mr. Jonathon Ey to head the company. Mr. Ey's previous appointments included Peoplesoft Perth Branch Manager and Computer Associates Partner Manager.

Since the launch of MSGU for Schools on October 1st, 2004, almost 100 High Schools and colleges across Australia have implemented the solution, and consistently report sustained 30-80% daily improvements in student attendance.

For additional information, please contact Mark Fortunatow on (08) 8415 5165