SPACETALK LTD — Capital/Financing Update 2008

Jun 2, 2008

MGM WIRELESS LIMITED

ABN 93 091 351 530

Please return completed form to:

Computershare Investor Services Pty Limited Locked Bag 2508 Western Australia 6001 Australia Enquiries (within Australia) 1300 557 010 (outside Australia) 61 3 9415 4000 Facsimile 61 8 9323 2033 web.queries@computershare.com.au www.computershare.com

Securityholder Reference Number (SRN)

I 1234567890 I N D

Entitlement Number: Record Date: 21 May 2008 Price per Share: A\$0.05

Offer Closes: 5:00pm AEST on 24 June 2008

SHARE PURCHASE PLAN APPLICATION FORM

IMPORTANT:

This is an important document which requires your immediate attention. If you are in any doubt as to how to deal with this form please consult a professional adviser.

Pursuant to the terms and conditions of the MGM Wireless Limited Share Purchase Plan (SPP) contained in the letter to MGM Wireless Limited securityholders dated 26 May 2008, MGM Wireless Limited is offering eligible securityholders the opportunity to purchase Shares up to a maximum value of A\$5,000 per eligible securityholder, subject to a minimum application of A\$500.

If you do not wish to purchase additional shares under this offer there is no need to take action.

By making your payment, you agree to be bound by the Constitution of MGM Wireless Limited and agree that the submission of this payment constitutes an irrevocable offer to you by MGM Wireless Limited to subscribe for MGM Wireless Limited Shares on the terms of the SPP. In addition, by submitting this Application Slip you certify that the aggregate of the application price paid by you for:

• the Shares the subject of this Application Slip; and
• any other shares and interests in the class applied for by you under the Share Purchase Plan or any similar arrangement in the 12 months prior to the date of submission of this Application Slip, does not exceed \$5,000.00.

METHOD OF ACCEPTANCE

You can apply for shares and make your payment utilising one of the payment options detailed overleaf.

MGM Wireless Limited may make determinations in any manner it thinks fit, in relation to any difficulties, anomalies or disputes which may arise in connection with or by reason of the operation of the SPP whether generally or in relation to any participant or application. Any determinations by MGM Wireless Limited will be conclusive and binding on all eligible securityholders and other persons to whom the determination relates. MGM Wireless Limited reserves the right to waive strict compliance with any provision of the terms and conditions of the SPP, to amend or vary those terms and conditions and to suspend or terminate the SPP at any time. Any such amendment, variation, suspension or termination will be binding on all eligible securityholders even where MGM Wireless Limited does not notify you of that event.

This offer is Non-Renounceable - no Signature is required

Applications can only be accepted in the name printed on this form

SPRB			055157_00QSDB
			Biller Code: 123456 Ref No: 123412341234123412
100,000 or shares or A\$5,000	of \$100)
Cheque number	BSB number	Account number	Cheque amount A\$
			Contact person's daytime telephone number
		* These share amounts may be subject to scale-back in accordance with the terms of the SPP. Please provide your contact details in case we need to speak to you about this slip	Please see overleaf for Payment Options x,xxx shares or A\$x,xxx (larger amounts than minimum offer may be subscribed up to the maximum amount in multiples Make your cheque or bank draft payable to MGM Wireless Limited - Share Purchase Plan A/C

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How to accept the Share Purchase Plan

Payment Details

You can apply for shares by utilising the payment options detailed below. There is no requirement to return this slip if you are paying by electronic means.

By making your payment using either electronic means or by cheque, bank draft or money order, you confirm that you:

● agree to all of the terms and conditions of the Share Purchase Plan as enclosed with this form;

Your cheque, bank draft or money order payable to MGM Wireless Limited - Share Purchase Plan A/C in Australian currency and cross it Not Negotiable. Your cheque or bank draft must be drawn on an Australian branch of a financial institution. Please ensure you submit the correct amount. Incorrect payments may result in your application being rejected. Complete cheque details in the boxes provided.

If paying by cheque, return the Application Slip and Cheque, Bank Draft or money order in the envelope provided.

Cheques will be processed on the day of receipt and as such, sufficient cleared funds must be held in your account as cheques returned unpaid may not be re-presented and may result in your Application being rejected. Paperclip (do not staple) your cheque(s) to the Share Purchase Plan Application Slip where indicated. Cash will not be accepted. A receipt for payment will not be forwarded.

Contact Details

Enter the name of a contact person and telephone number. These details will only be used in the event that the registry has a query regarding this form.

Lodgement of Application

If you are applying for shares and your payment is being made by BPay, you do not need to return this form. Your payment must be received by no later than 5:00pm AEST on 24 June 2008. Applicants should be aware that their own financial institution may implement earlier cut off times with regards to electronic payment, and should therefore take this into consideration when making payment. It is the responsibility of the applicant to ensure that funds submitted through BPay are received by this time.

If you are paying by cheque, bank draft or money order, your Application Slip must be received by Computershare Investor Services Pty Limited (CIS) Perth by no later than 5:00pm AEST on 24 June 2008. You should allow sufficient time for this to occur. A reply paid envelope is enclosed for securityholders in Australia. New Zealand holders will need to affix the appropriate postage. Return your Application Slip with cheque, bank draft or money order attached. Neither CIS nor the Company accepts any responsibility if you lodge the Application Form at any other address or by any other means.

Privacy Statement

Personal information is collected on this form by CIS, as registrar for securities issuers ("the issuer"), for the purpose of maintaining registers of securityholders, facilitating distribution payments and other corporate actions and communications. Your personal information may be disclosed to our related bodies corporate, to external service companies such as print or mail service providers, or as otherwise required or permitted by law. If you would like details of your personal information held by CIS, or you would like to correct information that is inaccurate, incorrect or out of date, please contact CIS. In accordance with the Corporations Act 2001, you may be sent material (including marketing material) approved by the issuer in addition to general corporate communications. You may elect not to receive marketing material by contacting CIS. You can contact CIS using the details provided on the front of this form or e-mail privacy@ computershare.com.au

If you have any enquiries concerning this form or your entitlement, please contact CIS on 1300 557 010.

This form may not be used to notify your change of address. For information, please contact CIS on 1300 557 010 or visit www.computershare.com (certificated/issuer sponsored holders only).

CHESS holders must contact their Controlling Participant to notify a change of address

Payment Options:

Biller Code: Ref No: 123412341234123412

Telephone & Internet Banking – BPay

Call your bank, credit union or building society to make this payment from your cheque or savings account. More info: www.bpay.com.au

Entitlement Number:

SAMPLE CUSTOMER SAMPLE STREET SAMPLE STREET SAMPLE STREET SAMPLE STREET SAMPLETOWN TAS 7000