TZ LIMITED

ACN 073 979 272 (Company)

PROSPECTUS

This Prospectus is issued to:

facilitate the secondary trading of Shares previously issued by the Company; and
offer to issue up to 2 New Shares at $0.50 each to raise up to $1.00.

Important Notice

This is an important document that you should read in its entirety. If you are in doubt about what to do, please contact your professional adviser without delay.

This Prospectus has been prepared for the purposes of section 708A(11) of the Corporations Act to remove any restrictions on the secondary trading of Shares issued by the Company.

The Shares offered pursuant to this Prospectus should be considered speculative.

CORPORATE	DIRECTORY ...................................................................................................................4
Section 1.	TIMETABLE AND IMPORTANT DATES .........................................................................5
Section 2.	DETAILS OF THE OFFER...............................................................................................6
Section 3.	TZL BUSINESS OVERVIEW .........................................................................................10
Section 4.	TELEZYGOLOGY, INC BUSINESSES..........................................................................12
Section 5.	PRODUCT DEVELOPMENT TECHNOLOGIES, INC. BUSINESS ...............................17
Section 6.	RISK FACTORS.............................................................................................................19
Section 7.	BOARD, KEY EXECUTIVES, CORPORATE GOVERNANCE .....................................24
Section 8.	TECHNOLOGY ..............................................................................................................28
Section 9.	INTELLECTUAL PROPERTY ........................................................................................33
Section 10.	FINANCIAL INFORMATION ..........................................................................................42
Section 11.	MATERIAL CONTRACTS..............................................................................................45
Section 12.	MATERIAL LITIGATION ................................................................................................49
Section 13.	MATERIAL INFORMATION DEEMED INCORPORATED IN PROSPECTUS ..............50
Section 14.	RIGHTS ATTACHING TO NEW SHARES.....................................................................53
Section 15.	ADDITIONAL INFORMATION .......................................................................................55
Section 16.	AUTHORITY OF DIRECTORS ......................................................................................59
Section 17.	GLOSSARY ...................................................................................................................60
APPLICATION FORM...........................................................................................................................62

Important Notice

This Prospectus is dated 20 July 2010. A copy of this Prospectus was lodged with the ASIC on 20 July 2010. Neither the ASIC nor ASX take any responsibility for the contents of this Prospectus.

No New Shares will be issued on the basis of this Prospectus later than 13 months after the date of this Prospectus. An application will be made for permission for the New Shares offered by this Prospectus to be admitted to Quotation.

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

Certain abbreviations and other defined terms are used throughout this Prospectus. Defined terms are generally identifiable by the use of an upper case first letter. Details of the definitions and abbreviations used are set out in Section 17 of this Prospectus.

Applicants should read this document in its entirety and, if in any doubt, consult with their professional advisors before deciding whether to apply for New Shares. There are risks associated with an investment in the Company. The New Shares offered under this Prospectus carry no guarantee with respect to return on capital investment, payment of dividends or the future value of the New Shares. The New Shares on offer under this Prospectus should be considered speculative. Shareholders should consider whether or not the New Shares are a suitable investment having regard to their personal circumstances. Investors are directed to Section 6 that sets out certain key risks associated with making an investment in the Company.

No person is authorised to give any information or to make any representation in relation to the Offer that is not contained in this Prospectus and any such information may not be relied upon as having been authorised by the Directors.

A copy of this Prospectus can be downloaded from the Company’s website at www.tz.net. The Offer constituted by an electronic version of this Prospectus is only available to persons receiving an electronic version of this Prospectus within Australia. There is no facility for Applications to be accepted electronically or by applying online. The Corporations Act prohibits any person from passing on to another person the Application Form unless it is attached to or accompanied by a complete and unaltered version of the Prospectus. The Company will not accept a completed Application Form if it has reason to believe that the Applicant has not received a complete and unaltered copy of the Prospectus. Any person may obtain a hard copy of this Prospectus by contacting the Company prior to the Closing Date.

CORPORATE DIRECTORY

Directors

Mark Bouris Chairman and Executive Director Kenneth Ting Executive Director Dickory Rudduck Executive Director

Solicitor

Landerer & Company Level 31 133 Castlereagh Street SYDNEY NSW 2000

Share Registry

Company Secretary

Kenneth Ting

Computershare Investor Services Pty Limited * GPO Box 253 SYDNEY NSW 2001

Registered Office and Contact Details

Level 11 1 Chifley Square SYDNEY NSW 2000 Website: www.tz.net Telephone: (02) 9222 8890 Facsimile: (02) 8208 9937

Telephone: (within Australia) 1300 850 505 (outside Australia) +61 3 9415 4000 Facsimile: + 61 3 9473 2500 Website: www.computershare.com

Auditors

BDO Audit (NSW-VIC) Pty Ltd Level 19 2 Market Street SYDNEY NSW 2000 Telephone: +61 2 9286 5555 Facsimile: +61 2 9286 5599

ASX Code

TZL

The Company’s share registry is named for information purposes only. It has not been involved in the preparation of any part of this Prospectus and has not consented to being named in this Prospectus.

SECTION 1. TIMETABLE AND IMPORTANT DATES

EVENT	DATE
Prospectus lodged with ASIC and ASX	20 July 2010
Opening Date	21 July 2010
Closing Date	23 July 2010
Dispatch of Allotment Statements	30 July 2010

This timetable is indicative only. The Directors reserve the right to vary the Opening Date and Closing Date without prior notice, which may have a consequential effect on other dates.

SECTION 2. DETAILS OF THE OFFER

2.1 Purpose of the Offer

The Company has issued a total of 14,407,116 Shares on the following respective dates:

1,250,000 Shares at an issue price of $1.00 each on 7 January 2010;
1,200,000 Shares at an issue price of $1.00 each on 26 March 2010;
119,048 Shares at an issue price of $0.42 each on 30 June 2010;
357,144 Shares at an issue price of $0.42 each on 1 July 2010;
10,000,924 Shares at an issue price of $0.42 each on conversion of convertible notes on 15 July 2010; and
1,480,000 Shares without payment on 19 July 2010 on exercise of rights to acquire Shares issued to Directors and approved by Shareholders at the Company’s annual general meeting held on 26 February 2010.

The Placement Shares were issued to Placees without disclosure under Chapter 6D of the Corporations Act.

Generally, section 707(3) of the Corporations Act requires a prospectus to be issued if securities are offered for sale within 12 months after their issue and the issue of those securities is without disclosure (e.g. via a prospectus) to investors under Chapter 6D of the Corporations Act.

Section 708(11)(b) of the Corporations Act provides an exemption from this general requirement where:

(a) the relevant securities are in a class of securities of the company that are already quoted on ASX;
(b) a prospectus is lodged with ASIC either:
(i) on or after the day on which the relevant securities were issued (section 708A(11)(b)(i)); or
(ii) before the day on which the relevant securities are issued and offers of securities that have been made under the prospectus are still open for acceptance on the day on which the relevant securities were issued (section 708A(11)(b)(ii)); and
(c) the prospectus is for an offer of securities issued by the company that are in the same class of securities as the relevant securities.

The purpose of this Prospectus is therefore to comply with section 708A(11)(b) of the Corporations Act and to relieve the Placees from the obligation to issue a prospectus if they wish to sell any Placement Shares within 12 months of issue. This Prospectus has also been issued to provide information on the Offer being made under this Prospectus, which information is required by the Corporations Act.

The issue of the Placement Shares was not undertaken by the Company with the purpose of Placees selling or transferring the Placement Shares. However, the Directors consider that the Placees should be entitled, if they wish, to on-sell their Placement Shares prior to the expiry of 12 months after their issue.

2.2 Details of Issue

This Prospectus offers for subscription 2 New Shares at an issue price of $0.50 payable in full on application to raise $1.00. The New Shares offered under this Prospectus will rank equally with the Existing Shares. The rights and liabilities attaching to the New Shares are set out in Section 14 of this Prospectus.

2.3 Minimum Subscription

There is no minimum subscription.

2.4 Oversubscriptions

Oversubscriptions will not be accepted.

2.5 Clearing House Electronic Sub-Register System (“CHESS”) and Issuer Sponsorship

The Company will not be issuing share certificates. The Company operates an electronic CHESS sub-register for those investors who have, or wish to have, a sponsoring stockbroker. Investors who do not wish to participate through CHESS will be issuer sponsored by the Company. Because the sub-registers are electronic, ownership of securities can be transferred without having to rely upon paper documentation.

Electronic registers mean that the Company will not be issuing certificates to investors but instead, investors will be provided with a statement (similar to a bank account statement) that sets out the number of New Shares allotted to them under this Prospectus. The notice will also advise holders of their Holder Identification Number (HIN), if broker sponsored, or Securityholder Reference Number (SRN), if issuer sponsored, and explain, for future reference, the sale and purchase procedures under CHESS and issuer sponsorship.

Monthly statements will be provided to holders in circumstances in which there have been any changes in their security holding in the Company during the preceding month.

2.6 Privacy Act

If you complete an Application for New Shares, you will be providing personal information to the Company (directly or by the Company’s share registry). The Company collects, holds and will use that information to assess your application, service your needs as a Shareholder, facilitate distribution payments and corporate communications to you as a Shareholder and carry out administration.

The information may also be used from time to time and disclosed to persons inspecting the register, bidders for your securities in the context of takeovers, regulatory bodies, including the Australian Taxation Office, authorised securities brokers, print service providers, mail houses and the Company’s share registry.

You can access, correct and update the personal information that the Company holds in relation to you. Please contact the Company or its share registry if you wish to do so at the relevant contact numbers set out in this Prospectus.

Collection, maintenance and disclosure of certain personal information is governed by legislation including the Privacy Act 1988 (as amended), the Corporations Act 2001 and certain rules such as the ASTC Settlement Rules. You should note that if you do not provide the information required on the Application for New Shares, the Company may not be able to accept or process your Application.

2.7 Issue Price

The issue price is $0.50 for each New Share payable in full in Australian currency on the acceptance of the Offer as follows:

Cheque drawn on and payable at any Australian bank;
Money order; or
Bank draft drawn on and payable at any Australian bank.

2.8 Applications

Applications under the Offer may only be made on the Application Form attached to this Prospectus. To the extent permitted by law, the Directors will have absolute discretion over which Applications to accept and intend to close the Offer as soon as they are legally entitled to do so.

2.9 Action Required

If you wish to apply for Shares pursuant to this Prospectus, complete the enclosed Application Form in accordance with the instructions set out and lodge the form together with the relevant amount (being the number of New Shares you wish to take up multiplied by $0.50) in accordance with section 2.7 so that it reaches the Company’s share registry by no later than 5.00pm EST on 23 July 2010 by hand delivery or post to:

TZ Limited Level 11 1 Chifley Square SYDNEY NSW 2000

Cheques, money orders and drafts should be made payable to “TZ Limited - Application Funds” and crossed “Not Negotiable”.

2.10 No Underwriting

The Offer is not underwritten.

2.11 Closing Date

The Closing Date for the Offer is 5.00pm EST on 23 July 2010. The Directors reserve the right to close the Offer earlier or to extend the Closing Date without notice.

2.12 Allotment

The New Shares will be allotted and issued as soon as practicable after the Closing Date. In accordance with section 722(1) of the Corporations Act, until the allotment and issue of the New Shares, all application monies will be held in trust by the Company.

Statements of holding for the New Shares will be mailed as soon as possible after the Closing Date.

No New Shares will be allotted and issued on the basis of this Prospectus later than 13 months after the date of this Prospectus.

Application money will be refunded to unsuccessful Applicants without interest as soon as reasonably practicable after the close of the Offer.

2.13 Stock Exchange Quotation

The Company will apply for Quotation of the New Shares within 7 days of the date of this Prospectus. If permission is not granted for the Quotation of the New Shares within 3 months after the date of this Prospectus, then the New Shares will not be allotted and all application monies received under this Prospectus will be refunded without interest.

2.14 Use of Funds of the Offer

The $1.00 raised from the Offer will be applied towards the costs of the Offer.

2.15 Overseas Offers

This Prospectus does not constitute an offer in any place in which or to any person to whom it would not be lawful to make such an offer.

2.16 Enquiries

If you have any questions concerning the Offer, please contact the Company Secretary, Mr. Kenneth Ting, on (02) 9222 8890 or fax (02) 8208 9937 or contact your professional adviser.

2.17 Risk Factors

An investment in the Company carries certain risks that may impact on the future profitability of the Company and the value of the Company’s securities. The New Shares on offer under this Prospectus should be considered speculative. The Directors recommend that potential investors carefully consider this Prospectus and consult their professional advisers before deciding whether to apply for New Shares pursuant to this Prospectus. The risk factors affecting an investment in the Company are discussed in Section 6 of this Prospectus.

SECTION 3. TZL BUSINESS OVERVIEW

3.1 TZ Limited

The Company’s operations comprise two wholly owned global businesses, both headquartered in Chicago, Illinois in the United States:

Telezygology, Inc.

TZI is the inventor of the Company’s enabling infrastructure technology that empowers fastening, locking, and other actuation and switching devices so that they can be remotely controlled by software command. This capability enables TZI to commercialize solutions that deliver security, protection, monitoring and remote audit of critical and valuable physical assets.

Product Development Technologies, Inc.

PDT is an integrated research-based industrial design and multi-disciplinary engineering company that provides “one-stop service” for the complete turn-key development of new products to some of the world’s most recognised companies.

Between these two operating subsidiaries, TZL employs over 110 professionals deployed across 11 offices in 5 international locations. While these businesses are distinctly independent in their purpose, they are able to leverage each other’s complimentary intellectual property management, technology development and product creation competencies to create significant value for their customers.

3.2 About Telezygology, Inc.

Background

Incorporated in Australia in 1998, Telezygology Pty Limited and its US based successor TZI was founded on a new field of proprietary science that explores the integration of intelligence in the way we secure, control, and monitor the “built world”. Since inception, the basic principle that has driven the development of the intellectual property and technology platform has been the vision of being able to secure and control manufactured objects through remotely actuated smart fastening, locking and actuation devices via software command.

Much of this intellectual property and technology footprint was created well ahead of the enabling technologies of the time but today, the technology elements to enable it are emerging everywhere. Since the original vision was conceived, the infrastructure that powers the internet, mobile communications and the software driven world we live in has now become a ubiquitous and accepted part of everyday life. This unprecedented level of connectivity reinforces and underpins the delivery of TZI’s vision.

Ten (10) years ago, TZI was a company ahead of its time with a big vision for the future. Today, TZI’s intellectual property comprises an extensive portfolio of 39 patent families with 49 granted patents and a further 178 patent pending applications that protects TZI’s hardware and software infrastructure platform including patents covering smart materials actuation, integrated electronics and the networking, communication and control of ubiquitous smart objects. TZI’s technology vision can also be demonstrated by a new “infrastructure” of hardware and software solutions that provide an integrated and cost effective means of remotely securing, controlling, and auditing globally dispersed assets that can no longer be affordably managed by using people and traditional processes.

Business Progress

Despite this market leading and proprietary technology position, TZI has failed to deliver on the commercial potential so far for a number of reasons:

Since 2006, the business has had four CEOs for varying periods, all with differing views in terms of business strategy, execution focus, technology development and areas for participation. This lack of consistent leadership and focus has significantly impacted the progress of the organization.
The TZI business has lacked the technical marketing capability necessary to successfully commercialise the technology. In recent years, the business has not had a clear participation strategy opting to pursue very broad, ad-hoc market opportunities, without segment specific and well defined product and service offerings that deliver a clear and compelling value proposition to defined customers.
In addition, given the constraints on funding and resources in recent years, the business has relied heavily on partner relationships to drive the rate of business growth. Accordingly, TZI has yet to build a strong brand positioning and awareness and to establish a clear competitive technology leadership position in the market.

To overcome these issues, TZI was re-structured in May 2010 with the appointment of one of the original founders to the CEO position to drive the business forward. In addition, three autonomous business units have been created; each dedicated to delivering specific infrastructure hardware and software solutions to targeted market segments:

Infrastructure Protection, Inc. provides affordable and highly scalable micro-security and environmental monitoring solutions that deliver protection and control of IT and telecommunication assets.
Packaged Asset Delivery, Inc. offers innovative logistics solutions that automate "last mile" parcel delivery for customers across a range of usage scenarios, including corporate mail management, management of parcel delivery for high density residential complexes and automated secure parcel pick-up at retail outlets.
Aerospace Asset Maintainability, Inc. seeks to license IP and technology to aerospace and defence OEMs enabling the development of intelligent latching systems that provide for remote access control, audit and traceability of aerospace assets.

3.3 About Product Development Technologies, Inc.

PDT exists to help clients bring meaningful innovations to market that drive growth and profitability. Over the last fifteen years, PDT has integrated product development capabilities into a structured, yet flexible process that uncovers new product opportunities, translates them into solutions, and delivers tangible, award winning results.

Since incorporation in 1995, PDT has grown to be a leader in the industry with work recognized and honoured by some of the most prestigious organizations and publications, including The Industrial Designers Society of America, BusinessWeek, Inc Magazine, Design Business Association, The Chicago Athenaeum of Architecture and Design, Appliance Design Magazine, and Design Journal.

Acquired by TZ Limited in 2005, PDT employs over 90 professional design and engineering resources with operations in eight strategic locations spanning the USA and Europe. PDT’s expertise covers a wide range of product development disciplines, including design research, industrial design, user interface development, electrical and mechanical engineering, software development, rapid prototyping and production sourcing and management. This multidisciplinary capability allows PDT to balance high design creativity with practical engineering and real-world production allowing PDT to create innovative and award winning products for their clients.

SECTION 4. TELEZYGOLOGY, INC BUSINESSES

4.1 TZ Infrastructure Protection, Inc.

Overview:

TZ Infrastructure Protection, Inc. (IXP) offers affordable and highly scalable micro-security and environmental monitoring solutions to the IT and Telecommunications sector delivering physical security and audit trail capability at the server rack or cabinet enclosure level.

The business offers two infrastructure systems to the market designed to address the different needs of customers:

The TZ Praetorian™ system is designed to work with existing third party building access control systems. A single swipe of the same ID card used for building access provides timed authorization to nominated cabinet doors, together with discrete event monitoring and system access reporting. The system is scalable through simple industry standard connections between TZ components and the access control system to manage any number of enclosures. Cabinet door access across multiple cabinets can be readily managed through a multi-cabinet trigger box with integrated status indication for quick security status identification.
The TZ Centurion™ system is a stand-alone, IP based access control system that delivers physical security and environmental monitoring such as temperature sensing, humidity sensing and leak detection to protect discrete IT assets. Built on an open and extendable architecture, up to 32 TZ devices and 66 TZ sensors can be managed individually or coupled into a larger network of interconnected devices, sensors, gateways and other third party components, all administered remotely through TZ Centurion™ Server software or through a third party network management system that supports Simple Network Management Protocol (SNMP).

Why Infrastructure Protection:

With today’s interconnected and global operating environments, companies’ assets are increasingly becoming information-based and intangible and, as result, the security of this information and the physical and IT assets that store this valuable data are vital to the integrity and well-being of the organization.

Today, physical security systems encompass physical access, video surveillance and storage, identity management, and much more. Alarm systems are used to protect facilities and their contents from unlawful entry and access to corporate assets are safeguarded by the use of employee ID badges, software application passwords, and other access control technologies, such as magnetic cards and readers to biometric finger scans. While these security systems are all designed to deliver a common objective, the systems that protect physical assets and those that protect IT assets have evolved separately and as a result there is a lack of integration and interoperability between the physical and IT security world.

With today’s heightened security concerns, this lack of integration increases security risks and limits a corporations’ ability to readily establish centralized security control and develop integrated risk management strategies. Without an integrated approach to security, organizations are unable to pursue cost synergies, fully address privacy issues, or ensure compliance with a growing number of government and industry regulations.

With a large percentage of companies outsourcing some IT function, the sharing of IT infrastructure and the security implications of managing remote assets are real world issues. Data centres are especially vulnerable due to exposed cable entry points and reticulation, unmanned locations and mixed vendor environments with frequent third-party service intervention. In many situations, complex access control is required beyond the physical environment and building perimeter — namely at the IT asset level to cabinets front and rear, rack shelves, access panels, cable trays and patch panels. IXP systems provide open and

extendable solutions that provide for integrated security and protection of these valuable and sensitive assets.

Business Strategy:

In April 2009, TZI established a joint development relationship with Anixter International Inc. (Anixter) to develop a cabinet level security solution for the IT and data centre market. This solution, now marketed as the TZ Praetorian™ system was launched in September 2009 and is exclusively distributed by Anixter world-wide. The development of this new system was undertaken to meet a perceived need in the market as identified by Anixter customer feedback and was disclosed in Anixter’s 2009 annual report.

Anixter is a leading global distributor of communication products, electrical and electronic wire and cable, fasteners and other small parts with an annual turnover of over US$5 Billion. Anixter is a value-added distributor and provides its customers with 24 to 48 hour access to a range of over 450,000 products in more than US$900 Million of inventory across 225 warehouses in 265 cities in 52 countries. Their enterprise cabling and security solutions division represents over 50 percent of their business and provides a broad range of infrastructure products from enterprise cabling, racks and cabinets, video surveillance and access control products for complete end-to-end systems for the IT and Telecom market. Founded in 1957 and headquartered near Chicago, Anixter trades on the New York Stock Exchange under the symbol AXE.

The IXP business strategy is focused on establishing TZ solutions as being the dominant brand for micro-protection at the rack and cabinet enclosure level providing total hardware and software suite of products that can deliver security, monitoring and compliance at an affordable level.

Accordingly, IXP has embarked on three business initiatives that the Directors believe will support significant sales growth:

Penetration within the existing market segment through geographic expansion from the predominant US centric business focus into a global business with supporting sales infrastructure in Europe, Asia and Australia.
Expansion into new market segments with new and existing infrastructure solutions such as into Healthcare and Entertainment where similar customer needs have been identified.
Value added product extensions to better serve existing data centre customers including B2B web portal integration, development of new sensors and capabilities and integration with in-cabinet micro-surveillance cameras.

However, despite these market opportunities the Directors can give no assurance that TZI will be successful in increasing revenues based on these market opportunities. As set out in Section 10.4 of this Prospectus, the Directors do not currently have a reasonable basis to forecast future earnings of the Company.

4.2 TZ Packaged Asset Delivery, Inc.

Overview:

TZ Packaged Asset Delivery, Inc. (PAD) offers an innovative range of secure storage and enclosure systems. These systems act as an exchange point between the mail room and the end recipient, eliminating the need for a time-specific physical transaction.

PAD’s modular storage systems are available in high quality finishes to complement the environments in which they are placed and integrate TZI infrastructure technology of intelligent networked locking devices and control software to fully automate and manage the storage and delivery process. Users interact with the secure storage system via a touch screen which is programmed to suit specific work-flow requirements. Mail room users can

securely deliver packages through an optimized delivery process and can also check the status of packages at any time. End recipients receive notifications via SMS or by e-mail and can pick up their parcel by entering a secure authentication pin number or code.

PAD offers two solutions that address the needs of discrete market segments:

TZ Courier ™ :

TZ Courier™ is designed for use by corporate mail centres and office mail rooms to streamline and improve the process of parcel distribution and exchange between the collection point and the intended recipients. With TZ Courier™, the mail room no longer needs a time-specific, one-to-one procedure for distributing packages to employees. Now, courier companies can simply drop off the package in a secure enclosure which will then automatically notify and track delivery to the employee for secure pick up.

TZ Courier™ allows a company to dramatically improve delivery accountability within the organization and allow an effective means to meet regulatory compliance and the safeguarding of important packaged assets.

TZ Concierge™:

TZ Concierge™ is designed for use by property managers in residential buildings to reduce the costs associated with managing and distributing parcels to residents while improving the chain of custody and ensuring secure and accountable delivery of parcels to the end recipient. With TZ Concierge™, property managers no longer need to manually store, log and retrieve packages for residents. As deliveries arrive, they are dropped off in TZ Concierge™ via a secure process and residents are immediately notified by email or SMS of the delivery. Residents can then pick up their packages at their leisure by simply entering a secure, uniquely generated authentication code or PIN number or via swiping their resident RFID card to gain access to the system and retrieve the parcel.

TZ Concierge™ offers security, automation and cost savings when it comes to handling valuable and time critical mail items for high density, multi-residential apartment buildings.

Why Packaged Asset Delivery:

Whether a package has little or no monetary value, its contents are usually priceless to the recipient and the prospect of losing a parcel is highly frustrating and untenable particularly when the contents have high value.

Today, couriers deliver packages to the door or receiving dock. Large corporations and residential buildings then invest in operations, business systems, personnel, outsourced partners and facility space to successfully deliver those packages to the intended recipients of those packages.

For many organizations, tracking of accountable mail delivery stops at the point of the mail room or mail centre. Based on a paper on accountable mail tracking from a leading US logistics provider, the majority of lost mail tends to go missing somewhere between the mail room and the intended recipient, depending heavily on the mail room and the individuals that manage delivery services after courier delivery. There is enormous value that can be generated for the high level of comfort that comes with knowing that the parcel delivery process is completely secure and traceable with the recipient promptly notified of its delivery at the time of the courier drop-off point.

As delivery in the last mile becomes increasingly more challenging and package deliveries continue to grow exponentially, it is inevitable that the logistic difficulties and costs associated with ensuring effective and efficient parcel delivery to the intended recipient will be compounded.

PAD offers innovative infrastructure solutions that completely automate the last mile in the sequence of parcel delivery — all in a secure, convenient and auditable manner. Whether it's

a corporate mail centre or a mail room in a multi-story residential apartment building, PAD solutions provide a centralized mail exchange point. An exchange point that ensures an improved chain of custody, instant recipient notification, end-to-end delivery tracking and most importantly, reduced costs through improved productivity and optimized mail management processes.

Business Strategy:

In August 2009, TZI entered into a reseller agreement with International Office Products Cooperative (IOPC) to develop and commercialize an intelligent and secure mail delivery and exchange system for the corporate client market. This system is now marketed as TZ Courier™.

IOPC manufactures, supplies and markets a range of modular furniture products throughout the USA direct to major national accounts or through a dedicated, professional network of system furniture dealers spread across the key US regions. IOPC customers include major corporate, government, healthcare and insurance companies including Cisco, Cardinal Health, UPS, United Health Care and The Hartford Insurance Group.

IOPC has recently secured a supply relationship with Pitney Bowes Management Services, Inc. (PBMS) for a custom designed TZ Courier™ system comprising a standard 28 locker module. The system has been formally launched by PBMS and is currently marketed to PBMS’ corporate managed mail services clients as their Intelligent Locker System.

Under the supply agreement between IOPC and PBMS, IOPC will supply the locker systems with integrated TZI electronic locking and control hardware and PAD will supply the software license, software customization and on-going software maintenance and technical software to PBMS and its corporate clients.

PBMS is an operating division of Pitney Bowes Inc which is a dominant market provider of software, hardware and services related to documents, packaging, mailing, and shipping, collectively referred to as “mailstream”. Pitney Bowes Inc is listed on the NYSE and employs over 33,000 employees worldwide.

The first successful PBMS commercial implementation was installed at Safeway Inc. (NYSE:SWY) headquarters in Pleasanton, California in May 2010. Further orders are anticipated as PBMS rolls out the system to an extensive client base that includes major insurance agencies, healthcare providers, colleges and universities, banks, government agencies and Fortune 500 companies.

The Directors believe that the participation of PBMS provides a solid foundation to create a dominant offering to the corporate mail segment and drive sales growth for TZ Courier™.

Outside of the corporate mail sector, PAD is in the process of extending the current platform infrastructure to enable new offerings into new market segments where similar customer needs prevail. An offer to the high density residential market, to be marketed as TZ Concierge™, is anticipated in the near term.

4.3 TZ Aerospace Asset Maintainability, Inc.

There has been significant investment in the development of aerospace compliant intelligent latching and fastening systems and in establishing relationships with OEM and tier suppliers over the last six (6) years.

Due to heavy compliance and regulatory requirements in the Aerospace and Defence industries, the Directors believe that the most prospective avenue to commercialize TZI

technology is in partnership with major OEM enablers and the Aerospace Asset Maintainability business unit (AAM) has been specifically established to pursue this path forward.

Prospective AAM commercialization partners, by their nature, will progress down a relatively conservative path likely to involve the following stages:

Market Validation:

Initially, commercialization partners will seek to embark on development projects designed to validate the technology in specific application areas and to test commercial and technical feasibility. It is envisaged that the AAM business unit will enter into a collaborative development partnership with these enablers to develop a number of application concepts utilizing the technology. These concepts would then be test marketed with prospective customers to gauge the level of commercial interest.

In forming these relationships, AAM will seek to establish commercial terms whereby these enablers would fund AAM to undertake these development tasks for a fixed project fee or contribution thereto.

License Relationship:

Once commercially validated, and prior to these enablers progressing to product commercialization, it is envisaged that these enablers will seek to gain a proprietary hold on the exploitation of the technology more than likely on an exclusive basis for a defined application area and territory.

AAM will seek to formulate licensing and commercial deals on the following terms:

Upfront payment for the exclusive intellectual property rights to exploit the technology; and
Direct supply of actuators and licensing of elements of the software; and
On-going hardware royalties and software maintenance fees based on a percentage of AAM licensed product and software sales.

SECTION 5. PRODUCT DEVELOPMENT TECHNOLOGIES, INC. BUSINESS

5.1 PDT Capability

PDT is a full service product development company that assists clients in bringing products to market, beginning in the earliest stages of product and business strategy through product development to fruition. PDT helps clients navigate through the competitive landscape, customer needs, intellectual property, regulatory and factory ramp up to get award winning products to market fast.

PDT’s structure integrates the core product development practices into a fluid, integrated process. The team is unique in their broad range of skill sets, from strategy and research through sourcing, and the company organization is tailored to effectively leverage those skills to help clients’ businesses realize their goals.

Strategy Development:

PDT helps its clients define new product opportunities by understanding desired attributes, specifications, price points, market strategies, and more. The team’s broad based experiences help ensure that the right product strategy is pursued from the outset.

Product Research:

PDT uses cutting edge techniques to thoroughly understand the needs of the users and other stakeholders of the new product. Research is conducted on users, competitors, trends, intellectual property, and technology to fuel the development of the most innovative products.

Industrial Design:

PDT’s team of designers creates award winning designs that are also grounded on a solid footing of engineering. Since 2009, PDT was recognized with 14 design awards.

User Experience:

Today’s products are as much about the user experience and ease of use as the physical form. PDT blends the form together with the graphical user interface to create products that are intuitive and easy to use.

Mechanical, Electrical and Software Engineering:

PDT’s engineering staff is world class and has contributed to some of the most cutting edge, technologically advanced products in the industry. The team has expertise in simulation and virtual prototyping as well as empirical testing of various levels of prototypes. They are also experts in understanding regulatory requirements such as United Laboratories (UL) and United States Food and Drug Administration (FDA) requirements. Both entities police the release of products to the US market.

Prototyping and Reliability Test Lab:

PDT maintains a world class prototyping facility which allows the company to progressively develop and test products in-house. With this capability, PDT can be responsive and ensure that our clients’ intellectual property is well protected.

Global Sourcing:

PDT maintains relationships with some of the world’s top suppliers. The global sourcing staff help make appropriate supplier matches, and then supports the tooling and production ramp up.

5.2 Business Focus

PDT’s sales focus is on three strategically targeted markets: healthcare, defense, and consumer goods. This focus has been driven for a number of reasons including industry sector resistance to a suppressed economy, needs that fit with PDT’s skill sets or technological synergies.

Healthcare:

With a growing worldwide population, the tele-health movement and the constant improvement of technologies, the healthcare industry is one of the most dynamic and fastest growing sectors despite the downturn in the economy over the last few years.

PDT’s aggressive pursuit of this market has resulted in 51 percent of PDT’s business now coming from the medical, laboratory, and assistive technologies markets. In the past two years, PDT has become strategic partner with an important industry organization, Continua Health Alliance, a non-profit, open industry coalition of healthcare and technology companies joining together in collaboration to improve the quality of personal healthcare, exposing PDT to the latest movements in the industry and leading manufacturers to look for PDT’s services.

Defence:

In 2006, PDT attained International Traffic in Arms Regulations (ITAR) registration which is a critical requirement in order to participate in exporting design and engineering services to the large US defence contractors and access large consultancy contracts.

PDT’s rich heritage in mobile communications products and the movement toward integrating smart phone and wireless technologies into defence products has made PDT uniquely qualified and well positioned to operate in this market.

Consumer Goods:

PDT has focused on this market sector since inception, building upon its founders’ experience in mobile and consumer electronics and their understanding of the importance of styling, trend and technology movements and empathy with consumers to answer their needs. While the downturn in the economy has had a dramatic affect on many manufacturers within this space, PDT’s growth in the medical and defence sectors have reduced this segment of the business to about 30 percent of total revenue.

SECTION 6. RISK FACTORS

6.1 Introduction

An investment in the Company involves a high degree of risk and should be considered speculative, particularly having regard to the stage of the Company’s business development and the significant uncertainty surrounding the nature and extent of the growth of the remote fastening markets. There are a number of factors that may have a material adverse effect on the Company’s future operating and financial performance.

The principal risk factors are described below. While some of these risks can be mitigated by the use of appropriate safeguards and systems, many are outside the control of the Company and cannot be mitigated. Whilst the Company intends to continue to adopt prudent management techniques to minimise these risks to Shareholders, they should still be carefully considered by potential investors when evaluating an investment in the Company.

6.2 General Market Risk

Share investments carry no guarantee in respect of profitability, dividends, return of capital or the price at which they may be valued in the market.

The stock markets in general, and particularly the market for technology companies, have recently experienced price and volume volatility. There can be no assurance that trading prices, volumes and valuations will be sustained. These broad market and industry factors may materially and adversely affect the market value of the Company’s Shares, regardless of the Company’s financial performance.

Market fluctuations, as well as general political and economic conditions such as recession, interest rate or currency rate fluctuations, may also adversely affect the price at which the Company’s Shares may be traded in the future.

Factors such as general economic conditions, exchange rates, interest rates, regulatory environments, barriers to entry, competitive pressures, investor attitudes, stock market fluctuations around the world, changes in inflation and variations in general market conditions can all have an adverse effect on the perceived value of the Company’s Shares.

6.3 Management of Growth

The Company expects additional growth and expansion into new markets. This has the potential to extend management and operations. The Company’s ability to generate revenue will depend on its ability to manage the efficient expansion of its operational and technological capabilities, and relationships with various third parties across jurisdictions.

6.4 Regulatory Factors

As the Company expands into different markets, it is likely that it will be subject to a wide array of codes and regulations governing the reliability and safety of its various enabling technologies. The Board believes that the Company is currently compliant with all regulations and codes governing the manufacturing and commercial use of its technology in the various jurisdictions in which it is currently doing business.

Government regulations are, however, subject to change and in such an event, there can be no assurance that the Company may not be subject to additional unforeseen regulations that may impede the commercial use of its technology or restrict the manner in which the Company does business. In addition, any new laws or regulations relating to the TZI technology could have a material effect on the Company’s business, financial condition and results of operations.

6.5 Commercialisation of Key Technologies

The Company’s failure to achieve commercialisation of key technologies is likely to adversely affect the Company’s business.

The Company’s long-term revenue objectives are largely predicated on full implementation of its technology innovation program. To date, many of the Company’s core technologies have yet to be transitioned from proof-of-concept to proof-of-commercial viability.

There is no assurance that the Company’s technology concepts and patent applications will achieve commercial viability and the failure to achieve such commercial viability would have a material effect on the Company’s business, financial condition and results of operations.

6.6 Market for the Company’s technology

The Company intends to seek new markets for the TZI technology in Asia and Europe, whilst expanding on current markets. There can be no assurance that these markets will be established or expanded successfully and such failure may have a material adverse effect on the Company’s expected revenues.

6.7 Risk of Product Liability

The Company’s business exposes it to potential product liability risks as more of the TZI technology is commercialised. The Company intends to continue to seek adequate product liability insurance where prudent. However, there can be no assurance that adequate or necessary insurance coverage will be available at an acceptable cost or in sufficient amounts, or that a product liability claim would not adversely affect the Company.

6.8 Intellectual Property Protection

As detailed in Section 9, a program of patent and other safeguards has been implemented to protect TZI’s intellectual property. It is not certain that pending patent applications will be granted within the scope of the claims sought or at all.

Whilst the Directors consider that all appropriate measures have been taken to protect TZI’s intellectual property, it is possible that the protection implemented will be circumvented or challenged. Policing unauthorised use of the technology or infringements of the Company’s intellectual property is difficult and expensive. It is also possible that the Company will be subject to a third party’s claim of intellectual property infringement. Any such claim, with or without merit, could be time consuming to defend.

Further, the life of a patent is a limited one, generally twenty (20) years from the earliest filing date. Once a patent expires, it becomes part of the public domain and can be freely used by anyone, including competitors. To protect against this, TZI continually innovates new intellectual property to remain a leader in the market and to stay ahead of any possible competitors or new entrants.

6.9 Material Contracts

The Directors anticipate that the Company will derive significant benefits from its material contracts and consider that the Company has good working relationships with its contractual partners. However, as set out below, a number of these contracts may be terminated by notice in writing from the other party and the revenues to be derived by the Company under the contracts are uncertain.

PDT’s revenues are derived through PDT providing development services to its clients. The contractual relationship relating to the provision of these services allows PDT’s clients to terminate the relevant contract or project on short notice under termination for convenience provisions. The early termination of those contracts or projects may have an adverse impact on PDT’s financial performance. The quantum of this adverse impact will vary based on a number of factors, including the value to be derived from the particular contract or work order.

6.10 Competition

Direct competition in industry segments could have a material effect on the Company’s business, financial condition and results of operations. The Board believes that the principal competitive factors are:

ability to identify and respond to customer needs
technical expertise
quality of the services provided
cost of the technology and related licences

In addition, the Company may face competitive pressures from existing market participants, who may have significantly greater financial, marketing, technical, sales and customer support as well as longer relationships with customers than the Company does.

The Company may also be unable to devote the necessary resources to the development, promotion and sale of the Company’s technology as fast or as effectively or in the same or greater amounts as some of the Company’s potential competitors.

Any competition may result in reduced operating margins, loss of market share, inability to materially increase the number of end-users and manufacturers to adopt and utilise the Company’s technology, and diminish the value of the Company’s technology and intellectual property.

In addition, the Company’s current fixed overhead projections include paced allocations for professional services including the various activities relating to a global patenting strategy. Unforeseen competitive activities may require the Company to accelerate its intellectual property strategies, placing new burdens on the Company’s management and fiscal resources.

The Company may not be able to compete successfully against current and future competitors, and the competitive pressures that the Company faces could have an effect on the Company’s business, financial condition and results of operations.

6.11 Reliance on Key Personnel

The Company’s businesses are reliant on a number of key personnel and the loss of the services of one or more of these individuals could adversely affect the Company. In addition, the Company’s plans for expansion will require it to recruit and train new employees. Although the Company expects to be able to attract and retain skilled and experienced personnel, there can be no assurance that it will be able to do so. The Company intends to mitigate these risks by entering into service contracts with any new employees and will in due course establish employee share plans to encourage employees’ loyalty to the Company.

In particular, it is possible that the contracts under which the services of Mark Bouris and Kenneth Ting are provided to the Group could be terminated at any time by the respective companies providing their services, without cause. As the period of notice required for termination of these contracts has not yet been quantified in written contracts, the period of notice would have to be considered reasonable in the circumstances which in some circumstances may allow those contracts to be terminated without cause on less than 30 days’ notice to the Company. At present, the ongoing viability of the Company is very dependent upon the services of Messrs Bouris and Ting continuing to be provided to the Company. It is an event of default under the QVT Convertible Note Facility if there is a change in the majority of the Directors without the consent of QVT. Therefore if Messrs Bouris and Ting were to cease to be Directors without the consent of QVT then this would entitle QVT to demand immediate repayment of all amounts owing under the QVT Convertible Note Facility.

As at the date of this Prospectus, the amount of outstanding principal owed by the Company to QVT is $13,714,000 in respect of outstanding Series I Convertible Notes and Series III Convertible Notes and US$4,100,000 under the QVT Loan Facility. In those circumstances, under the Company’s present financial position, the Company would become insolvent and would not be able to continue trading as a going concern.

6.12 Business Relationships

The Company has numerous business relationships that are essential to the successful and profitable ongoing routine of the Company’s business. These relationships are via both formal and informal agreements. Should there be any material change in the nature of these relationships, or should for any reason contracts not be renewed despite it being reasonable to expect them to be renewed, there could be a material adverse effect on the Company’s ability to achieve expected growth.

6.13 Currency Risk

The majority of the Company’s target market is domiciled in the USA and it is expected that the Company’s revenue will be predominantly US dollar denominated. This exposure to foreign currency may adversely affect the Company’s business, however, equally, a revaluation of the US dollar could be of substantial benefit to the Company’s Shareholders. The Company intends to implement a currency hedging strategy going forward in order to mitigate its exposure to fluctuating currency exchange rates.

6.14 Refinancing loan facilities

Historically, the Company has successfully refinanced its borrowing facilities. However, there is a refinancing risk that replacement debt facilities will not be available or will not be available on terms as favourable to the Company as its previous borrowing facilities. If the Company is not able to refinance its corporate debt facilities when they fall due (including the QVT Convertible Note Facility and the QVT Loan Facility), it could have a materially adverse impact on the Company's financial position and its ability to continue trading as a going concern.

6.15 Additional Capital Requirements

The Company’s continued ability to effectively implement its business plan over time may depend upon in part on an ability to raise additional funds. If adequate funds are not available on acceptable terms, the Company may not be able to complete acquisitions, take advantage of opportunities, develop new ideas or otherwise respond to competitive pressures. There is no assurance that additional funding over and above that secured by existing borrowing facilities will be available to the Company in the future or be secured on acceptable terms.

6.16 Litigation

If a judgement is awarded against the Company under any of the items of litigation described in Section 11 this is likely to have a material adverse impact on the Company's financial position.

A further risk faced by the Company is that even if it is successful in the litigation, it may not be able to recover all or even part of any damages and costs that may be awarded in favour of the Company. In particular, in relation to the litigation described in Section 11.1, it is noted there is currently a sequestration order against one of the defendants (Mr Sigalla) made on 28 June 2010. Further, there is a winding up petition currently in the Federal Court of Australia listed for hearing on 27 August 2010 against another of the defendants (ZMS Investments Pty Limited). If the sequestration order against Mr Sigalla is not set aside or if ZMS Investments Pty Limited is wound up, and judgement is obtained against the bankrupt or liquidated party, it is likely that the amount of the judgement that will be able to be recovered will be less than the full amount of the judgement.

6.17 Asset Value Impairment

The Company has a significant amount of intangible assets recorded on its balance sheet. The Company annually tests the carrying value of these intangible assets for impairment. The estimates and assumptions about results of operations and cash flows made in connection with impairment testing could differ from future actual results of operations and cash flows. In addition, future events could cause the Company to conclude that the asset values associated with a given operation have become impaired. Any resulting impairment loss could have a material impact on the Company's financial position.

6.18 Speculative Nature of Investment

The above list of risk factors ought not to be taken as exhaustive of the risks faced by the Company or by investors in the Company. The above factors, and others not specifically referred to above, may in the future materially affect the financial performance of the Company and the value of Shares.

Therefore, Shares carry no guarantee with respect to the payment of dividends, returns of capital or their market value.

Potential investors should consider that the investment in the Company is speculative and should consult their professional advisers before deciding whether to invest.

SECTION 7. BOARD, KEY EXECUTIVES, CORPORATE GOVERNANCE

7.1 Board of Directors

Mark Bouris

Chairman and Executive Director

Mr Bouris has been involved in the finance and property sectors for over 25 years. In 1996, he founded Wizard Home Loans – which became one of Australia’s largest non-bank lender. From 1996 to 2004, Mr Bouris introduced four substantial capital partners to that business. The money was raised with subscription from Publishing and Broadcasting Ltd, E Corp Limited, Deutsche Asset Management Ltd (representing four Australian industry funds) and ABN Amro Australia Limited. All of these entities became equal shareholders in the group holding company Australian Financial Investments Group Ltd. Each of the above shareholders had two board seats and Mr Bouris was executive chairman.

Australian Financial Investments Group Ltd made a major acquisition in 2002 from ABN Amro Australia Limited when it acquired Australian Mortgage Securities Ltd (AMS). AMS was a global leader in issuance of Residential Mortgage Backed Securities. Following the acquisition of AMS, Mr Bouris chaired that part of the business and attended the global road shows in raising those funds. In 2004, General Electric acquired the Australian Financial Investments Group Ltd and its subsidiary company Wizard Home Loans Ltd, from companies associated with Mr Bouris, Publishing and Broadcasting Ltd, E Corp Limited, Deutsche Bank Asset Management Ltd and ABN Amro Australia Limited. Mr Bouris was retained as nonexecutive chairman by General Electric until February 2009 when his tenure terminated.

In July 2004, Mr Bouris was appointed Adjunct Professor (Banking & Finance and Business Law & Tax) at the University of NSW and also sits on the Australian School of Business Advisory Council Board. He is also an industry leader on consumer protection issues, having chaired the Federal Government’s enquiry into E-Commerce and consumer protection in 2001.

Mr Bouris is the founder and chairman of Yellow Brick Road, a financial advisory firm. The primary function of YBR is providing financial advice and accounting services. Yellow Brick Road (YBR) owns a number of accountancy practices and one legal practice. In addition, it owns financial planning businesses and insurance broking businesses. YBR advises a range of clients from small business to large business in most aspects of finance, tax, fund raising, accounting standards and audit. Mr Bouris is a fellow at the Institute of Chartered Accountants and YBR has 40 professionally qualified staff in its Sydney Head Office.

Kenneth Ting

Executive Director and Company Secretary

Mr Ting has a background in accounting, law and investment banking with a focus on the commercialisation of technology and public and private equity raisings. Mr Ting joined Deutsche Bank in 1997 after 4 years at PricewaterhouseCoopers Corporate Finance and Tax division. He was Vice President of Technology Investment Banking at Deutsche Bank and worked in Deutsche Bank’s Sydney, San Francisco and London offices.

Mr Ting has a passion for technology and has worked with technology companies throughout his career. He has been involved in the completion of over $5 Billion in M&A, private equity and IPO assignments in Australia, USA and Europe. His industry specialisation is in the electronics, manufacturing, software, IT services, telecommunication and Internet sectors.

Mr Ting holds a Bachelor of Commerce and Bachelor of Law with First Class Honours from Adelaide University and is a member of the Institute of Chartered Accountants. Mr Ting is currently an Associate Director of Nextec Strategic Capital, a Technology Investment Banking firm based in Sydney. He is also a director of an international telecommunications company which he founded in 2002.

Dickory Rudduck Executive Director

Mr Rudduck is a prolific inventor and is the founder and source behind TZ Limited’s technology and thinking. An Architect by profession, Mr Rudduck established and built a successful Sydney based industrial architectural practice over a 20-year consulting career.

Mr Rudduck is a respected industrial and interior designer with past corporate clients such as Deloitte and Touche, Barclays Bank, Warners and Alcatel. At one stage, Mr Rudduck managed the design of over one million square metres of industrial space for Slough Estates, one of the largest industrial property developers in the world.

The success of his consulting practice enabled Mr Rudduck to focus on his interest in innovation and invention and allowed him to establish Intellectual Exchange Pty Ltd in 1996, with the objective of developing intellectual property with global relevance and application. Since then, Mr Rudduck has successfully commercialized many of his creations, the most lucrative being patented furniture systems with revenues in excess of $40 Million. He has explored a diverse range of patented concepts from electronic hardware and software developments, building and construction systems to even sporting inventions. Some of his innovations include an on-board video switch and software for the IBM PC, a low cost housing solution for developing countries and a multi-functional golf tee that integrates a pencil and eraser within the “tee” form.

7.2 Key Executives

The key Executives of the Group are as follows:

John Wilson

CEO and President, Telezygology, Inc.

Mr Wilson was appointed interim CEO of Telezygology, Inc in May 2010.

Mr Wilson is a co-founder of TZ and ran the Company as its Managing Director from inception in 1999 through start-up to listing on the ASX in 2004, after which he assumed the role of COO for its US subsidiary, Telezygology, Inc. Mr. Wilson was instrumental in developing the organization, its strategies and its technology in the formative years, overseeing the transition of operations from Australia to the US, securing the Textron Fastening Systems (TFS) license in late 2005 and supporting the establishment of TFS’ Intevia business unit in 2006. He left the US operation in January 2007 to return to Australia.

After leaving TZ, Mr Wilson established a successful management consultancy specializing in the field of strategic business management and new product commercialization. He is retained on the advisory boards of a number of new technology based business ventures and by the Queensland Government as part of the Ulysses Program as the Business Audit Team Member.

Mr Wilson has over 20 years experience in both the corporate and private sectors, with extensive global business experience, having spent most of his career in the development of international businesses in Asia, Europe and the US including establishment of major strategic alliances and partnerships, technology licenses and driving market entry strategies through new product innovation and commercialization.

Mr Wilson has a Bachelor of Engineering (1st Class Honours) from the University of Technology, Sydney and post graduate qualifications in International Marketing from the Australian Graduate School of Management.

Mark Schwartz

CEO and President, Product Development Technologies, Inc.

Mr Schwartz, is the founder and current CEO of Product Development Technologies, Inc (PDT). In the 15 years since first opening its doors in 1995 under Mark’s leadership, PDT has grown to become one of the largest and fastest-growing product development services company in the U.S.

Mr Schwartz’s career started at Zenith Electronics where he helped pioneer Zenith’s conversion to computer-aided technologies. During his eight year stint at Motorola, Mr Schwartz, developed many of the cutting-edge cellular products that helped establish Motorola as the leading cell phone maker in the world. His experience at Motorola fostered a passion for product development and a deep understanding of the development process that became the inspiration for founding PDT. Today, PDT is a global enterprise serving some of the world’s largest and most recognised innovative companies.

Mr Schwartz has a Bachelor of Science in Mechanical Engineering from Southern Illinois University and is a member of the UIC Chicago Area Entrepreneurship Hall of Fame.

Timothy Koehler

CFO, Telezygology, Inc. and Product Development Technologies, Inc.

Mr Koehler has been with the Group since 2005 and was appointed to the position of CFO of US Operations in June 2009. Prior to this appointment Mr Koehler held the position as the Group’s Financial Controller where he worked directly with the Management and the accounting departments for both TZI and PDT operating entities. Mr Koehler’s primary responsibility is to oversee financial reporting for the US Operations of the Group.

Prior to joining the Group, Mr Koehler worked in the US public accounting firm BDO Seidman as well as serving as an independent financial and accounting consultant for various companies. This previous work has gained him experience of both financial and compliance audits of publicly traded companies as well as financial due diligence and tax work across a variety of industries.

Mr Koehler is a Certified Public Accountant with a Bachelor of Science in Accounting as well as a Bachelor of Science in Finance from De Paul University with Honours.

Maarten van Duijn

Vice President, Infrastructure Protection, Inc. business unit of Telezygology, Inc.

Mr van Duijn is a highly successful enterprise software consultant with over 17 years experience in the IT and Telecom industries. He joined Telezygology, Inc. in May 2010 in the capacity of Vice President of its Infrastructure Protection business unit.

In 2003, he established his own consultancy, collaborating with international clients to help them develop and implement mission critical software applications in the field of Enterprise Resource Planning, Business Intelligence, and Web Applications, using the latest software development technologies from Microsoft, Oracle, and SAP. Prior to establishing this business, Mr van Duijn held several executive roles across product development, sales, marketing and systems support in large multinationals including SAP, Global Crossing and Exact Software.

Mr van Duijn holds a Master of Science degree in Business Administration from the Erasmus University of Rotterdam.

Anthony White

Vice President, Packaged Asset Delivery, Inc. business unit of Telezygology, Inc.

Anthony White is an experienced executive with a broad range of expertise across business development, strategic business analysis, international marketing, project management, and software development. Anthony has held senior management roles within Vision Systems

Limited and subsidiaries Invetech, Vision Fire and Security (now Xtralis) and Vision BioSystems. Most recently Anthony was Vice President of Business Development at Genetic Technologies (ASX:GTG, NASDAQ Global Market: GENE).

Mr White has a Bachelor of Computer Science, Bachelor of Engineering (Mechatronics) with Honours and a Postgraduate Diploma in Management from the University of Melbourne.

7.3 Corporate Governance

The 2009 Annual Report referred to and summarised in Section 10.2 of this Prospectus deals with the current corporate governance policies of the Company.

SECTION 8. TECHNOLOGY

8.1 Philosophy

TZI has aimed to build a technology platform around the idea of networking ubiquitous smart material actuated devices with embedded intelligence that provides total control and monitoring of functional locks, fasteners, valves, and closures. This approach is a paradigm shift in the scale of control that businesses currently have over their infrastructure and physical assets, significantly displacing traditional manual and dumb electronic systems with the richness of centralized software automation and unprecedented connectivity via the internet.

Ten (10) years ago TZI realized that with the diminishing cost of electronics and the potential for wireless connectivity, the ability to control and address small and smart objects would spark a revolution in a new low cost network of functional systems. TZI carved out a position in this landscape with its intellectual property strategy around fastening systems that could deliver integrated security, control, monitoring and audit capabilities of manufactured objects in order to try to create substantial new business opportunities across the broad area of asset security, protection and risk management.

Over the last five (5) years, the growth explosion of the internet and new internet protocol addressing standards have created a trend, broadly recognized as the “Internet of Things”, which is a core enabling condition for the realization of TZI’s vision.

TZI’s technology vision can be demonstrated in commercially available intelligent locking, latching and fastening devices which are addressable and networkable and are part of an expanded solution offering that integrates proprietary hardware and software infrastructure.

8.2 TZ Device Enabling Technology

TZ System Solutions comprise three core enabling technology elements:

Mechanism and Actuator System
Embedded Electronics for Control, Sensing and Communications.
Software Control Architecture

Mechanism and Actuator System:

The Mechanism comprises an arrangement of mechanical components that when manipulated by the Actuator System, enables a physical function such as fasten/unfasten, lock/unlock, close/open. TZI technology can be applied to a broad range of mechanism types including fastening devices, locking devices, or closures which are typically the core enabling elements that underpin the way we secure, service, maintain and protect the built world and every manufactured asset.

The Actuator System is the element within the device that provides the force needed to actuate the Mechanism. TZI devices use smart materials technology to provide this actuation. Smart materials have properties that can result in significant shape (length or form) change in a controlled fashion by external stimuli, such as temperature, moisture, pH, electric or magnetic fields. Although research was undertaken in smart polymers, piezo-electric and magneto-restrictive materials, TZI focused development activities on Shape Memory Alloy (SMA) because of its significant power to volume characteristics and the commercial availability of nickel-titanium (NiTi) alloy materials. A SMA actuator can be typically packaged into 1/20[th] of the volume that a solenoid would need uses significantly less energy and is very cost competitive compared to alternative solutions.

SMA comes in many forms. TZI uses a wire form of the material because it can be manipulated into useful and compact form factors. The material is trained to change length at a specific temperature (90°C). This length change delivers a very high force and this is used to operate the Mechanism.

TZI has developed expertise in the design, fabrication and testing of SMA actuators using commercially available material. In conjunction with other parties, TZI has also processed and tested proprietary shape memory alloys which extend the current SMA operating conditions into extreme environments such as engine bays.

Embedded Electronic System

The Embedded Electronic System comprises:

Micro-processor
The micro-processor is the brain of the device and it manages the logic behind all functions. It provides the algorithms to power the SMA actuator and it reacts to the sensors and determines the locked/unlocked states. In its memory, it stores the embedded software (firmware) that is fundamental to the device being able to communicate with the overall System.

Sensors

Integrated internal sensors are fundamental to the device knowing its locked/unlocked, open/closed state and position of the SMA actuator. The sensing ability extends beyond the device into the local environment outside the device. These external sensors can be used for alarms, environmental conditions and authorizing hardware such as RFID authentication readers.

Energy Delivery

Controlled electrical energy delivery is critical for the operation of the actuator and embedded electronics. A sophisticated micro-power conditioner allows the devices to operate over a wide range of voltage conditions to achieve this requirement. Energy is delivered with communications over structured cabling; although battery options are also available. Miniature solid state switches deliver the special power profiles to the actuator and external appliances like lights and fans.

Communications

Communications to the network of devices is handled by a communication module adjacent to the micro-processor. The current module uses RS485 protocol, a widely accepted industrial standard for networking.

Software Control System:

Software Control is at two distinct levels:

Embedded Software

The embedded software (firmware) controls all functional aspects of the device and its communication to the network. This is proprietary to TZI and fundamental to the integrity of all our system solutions. The resulting embedded Operating System (OS) enables the development of third party software applications to interface as a device level through the TZ device Application Programming Interface (API). As the power of the microprocessor increases so will the sophistication of the device OS.

Application Software

TZI technology enables diverse and potentially substantial business opportunities, all of which can be managed and run by software programs. The development approach adopted has been to keep this as modular as possible. TZI has chosen an industry standard Microsoft platform for its infrastructure business software solutions.

8.3 Technology Development

History

Initial electronic device development in 2000 focused on traditional electro-magnetic (solenoid) type fastening, locking, valve and closure devices but it became clear at the early developmental stage that a quantum shift in actuation methodology would be needed to enable significant gains in form factor, weight and energy consumption thereby enabling a far broader scope of possible deployments.

By late 2001, TZI had commenced a significant research and development initiative into smart materials actuation, a relatively new area of science and by early 2002 had established a rich field of intellectual property in this area together with patents covering ancillary areas such as electronic control, energy delivery, integrated sensing and networking.

Mechanism and Actuator System Development

The focus on SMA as the core actuation driver prompted TZI to prove viability through the development of a series of fastener types to suit different applications, cost parameters, form factors and functional requirements. These fastener types or “families” provide the back-bone to TZI’s portfolio of patented devices today.

Beam This SMA device was developed with integrated electronics, sensing and networking capability. Modeled as an overhang clip, the device bends away from a locked position when actuated. This morphing clip represents the lowest cost device form possible and can be scaled over a wide range of sizes and strengths to meet a range of application. The device in its networked configuration has been granted a US patent.

Radial This small but strong multi-jawed device has become the main production item for TZI satisfying high strength and durability requirements with a rich feature set that includes internal sensing capabilities. As a locking device it can be used in its simplest form or incorporated into more elaborate products like the IXP SlideHandle™ offering.

The device’s modular design allows for several variants including a high performance version with metal production parts, which has passed rigorous evaluation testing for aerospace applications.

I-RAM A low profile fastening device designed with front-end modularity to cater for a large range of generic latching applications. This device offers potential as a relatively low cost form suitable for general security applications. A high temperature SMA variant for extreme environments has also passed mechanical evaluation testing by a major US defence contractor.

In Line: A thin form device capable of high usage cycles designed originally for the aerospace market. The device has also performed flawlessly as an internal latching device for marine interior applications.

Ring: Designed as a low profile and low load version of the Radial, this device was developed for panel mounting.

Strip: An extremely high-load device developed for load bearing panel applications such as aircraft access panels. This linear device can flex to fit around a curved surface and can be actuated by SMA or via conventional servomotors.

In addition to the above families, a number of additional devices have been built for specific customer applications that leverage the core mechanical device and actuation know-how:

Tube Latch: Designed specifically as a low profile actuator latch for integration in the Dell Adamo.

OHSC Latch: Developed for a commercial aircraft manufacturer, this high-load, robust networked latch was developed as a replacement for traditional mechanical latching of overhead bin compartments.

Keyless Lock: This device was custom developed for Larson Manufacturing as a retrofittable electronic, battery powered alternative to conventional door hardware.

Embedded Electronics Development

All TZI fastener families are built on a modular electronics platform which provides a unique address of each device. The electronics capability includes a micro-processor, wide range power conditioning, RS485 communication, integrated actuator position sensing and temperature. Inputs allow for additional sensors to be linked and 2 amp outputs allow the control of third party appliances like fans and other switching elements. The micro-processor controls the actuator with proprietary algorithms and the complete device is managed by the TZ embedded OS firmware.

This On-Board Electronics package is fundamental in providing the distributed intelligence and active decision-making that are integral to the TZ vision and the design is easily reconfigured to suit the various families of fasteners.

Current On-Board Electronics is a second generation design and is now five (5) years old. Although adequate for today’s business opportunities, electronic development has continued to progress in accordance with Moore’s Law. Processors today are significantly more powerful, smaller and have embedded wireless capability.

• External Sensing and Inputs`

Sensing and input capability is integrated into every TZI intelligent device and our systems converge what today are at least two separate systems:

Environmental Sensing

The external analog sensors that are part of today’s system use the On Board Electronics to monitor the local environment, eliminating the overhead of an additional separate system. The current TZI sensors are comparatively limited in performance against the vast array of sensors currently available in the market however have cost advantages over these separate systems.

Authorization Sensing

Sensor inputs also cater for authorization permission. TZI has used off-the-shelf technology to provide 125MHz RFID card reader capability and has developed an additional module that enables connection to any Wiegand-standard compatible third party RFID reader, key-pad or biometric scanner that TZI is aware of.

• Output Control

Each TZ IFT device has the ability and can be programmed to control or switch external devices such as lights, alarms and cooling devices that respond to local temperature and so on.

This gives product designers the scope to produce compact autonomous solutions without the burden of other systems.

• System Level Hardware Communication Development

The use of serial communications is possible because each device is uniquely addressed on the network. Both data and power may be daisy-chained along a string of devices. This serial communication allows the distributed intelligent devices to

communicate with each other as well as with the users of the system.

To facilitate this TZI has developed a variety of network hardware components to suit different applications, covering standard Ethernet, USB for PC connections and 2 wire relay control for existing legacy security controllers. These different sets of hardware provide our platform with the flexibility to connect to the Internet, PC’s or traditional control systems.

Ethernet Gateway

This connects our devices to the internet. It controls and powers up to thirty-two (32) TZI devices, and sixty six (66) sensors and card readers. They can be conveniently daisychained using TZI Port Link hardware.

TZI’s open sourced software allows multiples of these systems to scale from systems of devices to hundreds or thousands of devices across multiple systems and multiple sites.

The on-board web server allows devices to be simply configured and connected to the internet with an IP address. The gateways on-board firmware also interacts with the API, which allows both TZI and third party software to configure and control the subnetwork connected to the Gateway. TZI maintains security of the network with a proprietary protocol.

Conventional Controller Interface

Due to the size of the existing base of installed access controllers, TZI has also developed gateway systems that integrate TZI devices with third party control systems.

USB Connectivity for PC applications

TZ devices may also be connected to a PC and network via a TZI USB module. This is another way to access the device protocol API and TZI software applications, through devices like touch screens as used in the PAD System solutions.

TZ Software Development

TZ software is the overarching component of the technology platform. The TZI technology vision has always recognized the requirement for a strong application software capability but initially development efforts focused on the basic firmware needed to run the devices in standalone systems and then allow them to integrate with third party or OEM software.

TZI software applications have been built on an affordable open platform with a central industry standard database for remote and traceable protection and the control and access of physical assets. Application software runs on top of the integrated TZI system architecture of TZI devices, networking hardware, communication protocols, and sensing devices.

TZI applications also bring new features like Visit Registration, Asset Management, RFID Tracing, Audit Trail and Advanced Analytics, and will integrate with existing third party applications and platforms like Building Management Systems and Security Building Access Systems.

SECTION 9.

INTELLECTUAL PROPERTY

9.1 IP Vision

Over the past decade TZI has spent considerable effort and more than US$5 Million developing a portfolio of intellectual property (IP) around the vision that synthetic intelligence would one day reside in man-made objects and that these objects would one day communicate to each other and conduct remote actions.

9.2 The Patent Process

TZI attempts to protect the technology it has developed and continues to develop by applying for patents in relevant jurisdictions.

The patent process is a lengthy process that takes many years to complete. TZI follows the same procedure for each invention as follows:

Once an idea is disclosed and it is determined that an application should be filed, TZI utilizes the provisional patent process in the United States. The provisional patent application allows filing without any formal patent claims or any prior art statement. This provides the means to establish an early effective filing date in a patent application. It also allows the term "Patent Pending" to be applied. TZI then has twelve (12) months from the date of filing to formalize the application or the early effective filing date will be lost.
After the provisional stage, an application can be made formal in the form of a Patent Cooperation Treaty (PCT) application or a National Phase application. TZ typically utilizes the PCT process in formalizing the application. The use of the PCT process allows TZI to delay filing (and payment of associated fees) in individual countries for up to a further 18 or 19 months from the 12 month deadline of the provisional. During this period of time, the application is in the “international phase”.
When TZI utilizes the PCT process, thirty (30) months (31 months for Europe) after the initial provisional filing date, TZI must decide which countries it will enter into for National Stage filing. Upon filing a National Phase application, the international phase ends, and the National Phase begins. During the National Phase, the examination process that TZI patents undergo is dependent on the country the application is filed in. TZI makes a decision where to file National Phase application based on input from each of its business units. Depending on the invention, certain countries may be more relevant than others. In the past, TZI has commonly filed National Phase applications in Australia, Canada, China, Japan, Europe, and the United States. If prosecution is successful, a National Phase application will result in a patent grant in that country.

This patent prosecution process is so time consuming that the commercialization process generally out paces the patent examination process. As a result of this, TZI occasionally will seek out a freedom to operate opinion on its important inventions, particularly those that are productized, to ensure that TZI can freely commercialize its inventions.

TZI’s patent portfolio was started over a decade ago and any patent grants have a life of 20 years from the first date of filing in most countries for a standard patent. TZI’s earliest fillings have a monopoly until 2020 and the most recent fillings until 2030.

The patent process is costly and TZI uses whatever techniques are available to reduce expenditure including utilizing an in-house patent attorney to monitor prosecution and control costs. Further, the patent process adopted by TZI builds in as much time into the process as possible to delay expenditure before entering into the National Phase. This also ensures that each invention has had the time to be thoroughly considered internally before making the significant commitment of National Phase expense. TZI routinely revisits its portfolio to discuss whether or not a certain invention needs to be prosecuted or maintained in certain countries. These decisions are made with input from the business units so that appropriate

protection is maintained.

TZI also owns a number of trademarks which are prosecuted and maintained in house whenever possible. The number of trademarks grows each year as business units expand and develop new products and identities associated with the products.

TZI also has a great deal of ‘know how’ in the area of shape memory actuation, fastener design, and more recently in software systems and code. Much of this ‘know how’ is protected in the USA by copyright and trade secrets where a patent application is not an option.

TZI also places significant emphasis on secrecy and confidentiality agreements. TZI conducts annual training of its employees on the importance of keeping intellectual property confidential and each employee understands the importance of securing appropriate agreements before any disclosures are made.

9.3 The Patent Portfolio

Currently TZI holds 49 granted patents and 178 applications under prosecution worldwide with the focus of efforts being around the major markets of United States, Europe, and Asia.

IP development has followed an ordered process and although many patents interrelate they are grouped into three categories which reflect the conduct of the business. A summary of TZI’s portfolio of patents and patent applications (with the exception of any unpublished applications) is set put in Section 9.4.

Technology Centric: These inventions are considered to be core to the business

Application Centric: These inventions are considered to be an expansion of the Technology Centric inventions that are driven by business development.

Product Centric:

These inventions are considered to be ones that are product specific.

Technology Centric Inventions: (theory and technology development influenced)

The original patents, “Fixing and Release”, “Multi- Function Tool”, and “Products with Multiple Functions” laid down the foundations for remotely activated devices, the tools required and the intelligent materials to host and support the devices. Following this ground work, development and experimentation led the logical expansion of patents for networked devices, such as “Further Improvements in Fixing and Release” which is a related invention to the original “Fixing and Release” invention but includes the idea of networking the devices. Other areas of expansion include remote devices with special attributes, integrated sensing by devices, families of smart material devices, actuator configuration and control technology as well as some business systems which were enabled by the technology. Today, the business units use Technology Centric inventions as the cornerstone of TZI technology.

Application Centric Inventions: (business strategy influenced)

As business and commercialization strategy has evolved, unique applications of the vision have been invented such as “Closures for a Compartment” and “Improvements in Computer Room Security” and were accordingly protected. These have become particularly relevant inventions to the current business units

Product Centric Inventions: (product influenced)

As practical applications of the technology evolve, products have been innovated and patented such as “Fastener and Other Assemblies”, “Temporary Fasteners”, “Slip Stud”, and “Fastener with a Slip Relationship” and have been taken to production to be sold as part of an infrastructure system solution.

The Patent Portfolio Supporting Business Units

Currently, the two business units, IXP and PAD draw on all three categories of the patent portfolio and as these businesses develop the cross dependencies of patents will increase. Some of the patents that are relevant are set out below and in some cases date back to when the patent process was first started. Each of the business units have lodged provisional patents around there business system and at this stage they remain unpublished. There is also considerable “know how” software code that increases and affords another level of protection against competitors.

• Infrastructure Protection, Inc.

Technology Centric relevant patents:

IXP utilizes many inventions in TZI’s IP portfolio. This business unit relies on “Fixing and Release Systems”, “Further Improvements in Fixing and Release”, “Improved Assembly System”, “Fastener Networks”, and “Smart Memory Alloy Control” in providing its micro security and monitoring solutions to the IT and Telecommunications industry.

Application Centric relevant patents:

“Improvements in Computer Room Security” is particularly relevant to IXP in that this invention relates to a networked system that monitors and reduces energy consumption. IXP also shares claims made in the “Closure for Compartments” invention with PAD in which locking technology has been extended to lockers and enables the enclosure to communicate with its users.

Product Centric relevant patents:

IXP relies on one of the core locking families (radial fastener) as described in “Fasteners and Other Assemblies” and the extension of this application into the “Slip Stud” addresses assembly issues. IXP has also developed a number of unique products that are not yet in the public domain and therefore remain confidential.

Packaged Asset Delivery, Inc.

Technology Centric relevant patents:

PAD also utilizes many inventions in the Technology Centric grouping. “Smart Connections”, “Further Improvements in Fixing and Release”, “Fastener Networks”, and “Smart Memory Alloy Control “ all play an important role to protect the concept of a secure enclosure and asset delivery system.

Application Centric relevant patents:

This business unit also utilizes the developments made in the” Closure for Compartments” invention in which fastening technology has been extended to mail boxes, lockers and similar items and enables the enclosure to communicate with its users.

Product Centric relevant patents:

Like IXP, PAD also relies on the radial family as described in “Fasteners and Other Assemblies” as well as the extension of the “Slip Stud”. “Fasteners with a Slip Relationship” is a particularly relevant invention to the business. This business unit has also developed a number of unique products that are not yet in public domain and therefore remain confidential.

9.4 The Patent Portfolio

Title	Abstract	Expiration Date	Prosecution Status
TECHNOLOGY CENTRIC
Fixing and Release Systems	Pin, strip and annular fastening and locking systems that can be remotely activated, adjusted and released to facilitate quick assembly and dismantling of products without direct contact with a tool.	2020	Granted ... Australia, Canada, China, Hong Kong, India, Mexico, Singapore, USA, South Africa Pending ... Europe, Japan, New Zealand
Multi-Function Tool	Tools that locate, analyse and diagnose the status of conventional and TZ fasteners and can communicate with a third party to download instructions and authorizations to assist assembly and disassembly.	2021	Granted ... Australia, China, USA Pending ... Europe
Smart Connections	Fastening technology integrated into any packaging and/or products to allow secure remote vending of the product. Intelligent mechanisms to control the opening of packages and containers on command or at a specified time or location and the ability to enhance packages with increased functionality.	2022	Granted ... USA Pending ... Japan
Improved Closures	The application of embedded intelligence broadly to the closure industry with the concept of mechanical advantage being introduced into the closure itself with the integration of intelligence and the ability to communicate with a third party.	2022	Granted ... Europe Pending ... USA
Product with Multiple Functions	The integration of various functions into products, which enable the delivery of energy, data or switching to a fastener, coupling or other device.	2023	Granted ... Australia, China, USA
Further Improvements in Fixing and Release	Extension of remote fastening into morphing systems with the integration of electronics to create the intelligent fastening systems and alloy activated clip fastener.	2024	Pending ... China, Europe, USA
Improved Assembly System	A method of special part identification to assist in the programmed assembly and disassembly of products.	2024	Pending ...China, Japan, USA, Europe

Title	Abstract	Expiration Date	Prosecution Status
Fastener Networks	A network of fasteners adapted for distribution throughout an assembly.	2024	Granted ... USA
Smart Memory Alloy Control	A way to maximize SMA performance and life.	2027	Pending ...Europe, USA
Seals and Fasteners	Sealing of aircraft panels, doors, hatches, etc.	2027	Pending ... USA
Fixing and Release Through Location Sensing	This invention relates to a fastening system and a method for operating a fastening system, in both cases involving sensing of location.	2028	Pending ... USA
Detection in Changes on Fasteners and Fastened Joints	This invention relates to the use of a tag device such as a RFID tag communicating with a master tag or indicating acceptable or not acceptable states of a fastener, fastened joint, or an assembled product. It is desirable to have a way of learning of a loosened or damaged fastened joint or fastener immediately, for safety or security purposes.	2029	Pending ...USA, Europe
Stacked Morphing Actuator	This invention relates to a stacked, bending actuator comprising at least two leaves having bending or morphing capabilities, material adapted to contract when activated attached to said leaves; and electronic control wherein said leaves 8 and said material adapted contract when activated are stacked in a desired arrangement. This arrangement allows an actuator to have bending capabilities for amplifying linear or rotational movement.	2029	Pending ...China, Europe, USA
Tube Actuator	This invention relates to an actuator comprising material adapted to contract when activated within an inner sleeve assembly contained by an outer sleeve assembly that is cylindrical in shape.	2030	Pending ...PCT

Title	Abstract	Expiration Date	Prosecution Status
APPLICATION CENTRIC
Closure for Compartments	Extending smart fasteners to enclosures such as mail boxes, lockers and enabling them to communicate with their users.	2024	Pending ... USA, Europe
Fastener for Airbags	The invention provides a fastener for releasably securing a first element, such as an air bag to a second element such as a bracket located in a vehicle. Fastener has a locking pin which is moveable between a locked position and a release position.	2024	Pending ... USA
Bolt Assembly	Extension of intelligent fastening to enable traditional mechanisms to be remotely disassembled on command via a computer program or network.	2025	Pending ... USA Granted… China
Locking Systems	Extension of TZ thinking in adapting a version of the in-line fastener to aircraft crew doors.	2027	Pending ...Europe, USA
Quick Release Track System	This invention is concerned with quick release systems; more generally it refers to a quick release system for securing and releasing aircraft seats to the body of the aircraft.	2027	Pending ...Europe, USA
Securing System	A securing System for aircraft seats.	2027	Pending ...China, USA
Electronic Method of Communication	An electronic communication system including: (a) a fastener operable to close or open to secure an item such as a seat to a vehicle; (b) electronic communication means linking the fastener to at least one separate device, such as a second fastener or a handheld remote user controlled device, to communicate information to the separate device; and (c) electronic circuitry to detect the status of the fastener and to generate the information to be communicated by the electronic communication means to the separate device, wherein the information, which may be an electrical signal such as an electrical pulse, relates to the open or closed status of the fastener.	2028	Pending ... Canada, China, Japan, Europe, USA
Tracks, Power and Data Blocks	Track System for securing seats to an aircraft body.	2028	Granted…China Pending ...USA

Title	Abstract	Expiration Date	Prosecution Status
System for Aircraft	This invention relates to a sensing system with networking capabilities that is integrated into an aircraft that allows for rapid reconfiguration, monitoring, and access control of the aircraft by way of using fastening mechanisms, namely those with intelligent capabilities that provide sensing, control, and monitoring capabilities.	2030	PCT Pending
Intelligent Enclosures	This invention relates to a closure for a compartment. More specifically, this invention relates fastener or system of fasteners for an intelligent enclosure.	2030	PCT Pending
Improvements in Computer Room Security	This invention relates to a fastener system, in particular a system for improving computer room security that reduces energy consumption. The fastener system comprises a fastener for fastening a first element to a second element and a sensor of any suitable form and means for activating a third element in response to a signal generated from said sensor. The sensor sends a signal that prompts the third element to act in response to the status received from the fastener. This invention is particularly useful within server racks.	2030	PCT Pending

Title	Abstract	Expiration Date	Prosecution Status
PRODUCT CENTRIC
Internal Jigging	This invention claims one element that is in a spatial relationship with a second element; each element having fastening means. As the spatial relationship between the two elements is adjusted bringing the elements closer together, the fastening means on each element will join. A locking means will then secure the now joined elements.	2023	Granted ... USA
Fastener for Assembly and Disassembly	Extension of intelligent fastening to the electronics industry to enable integrated fastening in surface mounted PCB’s and the assembly and/or disassembly of PCB’s through intelligent remote command.	2023	Pending ...Australia, Canada, China, Europe, Japan, USA
Temporary Fasteners	Extension of intelligent fastening to the electronics industry to enable integrated fastening in surface mounted PCB’s and the assembly and/or disassembly of PCB’s through intelligent remote command.	2026	Pending ...USA
Fasteners and Other Assemblies	Highly relevant application relating to beam, ring, inline, and radial fasteners. Each National Stage will result in multiple divisional applications as each fastener is considered to be a separate invention. The application describes fasteners and fastener assemblies broadly as a background and then details each type of fastener.	2026	Granted…USA Pending ...Australia, China, Europe, Japan, USA
Fastener with Slip Relationship	This invention relates to a locking assembly. While the locking assembly of the invention may have wide application, including in any door or lock situation, the description below will focus on locking assemblies used in the aerospace industry, especially those found in passenger seats or storage compartments of airplanes.	2028	Pending ... USA
Strip Fastener	A fastener having a channel and plurality of spaced lockers for releasably fixing a first element to a second element.	2028	Pending ...China, USA, Europe

Title	Abstract	Expiration Date	Prosecution Status
Stud Fastener and Stabilizing Device	This invention relates to a stabilizing device having two SMA wires adapted to operate in conjunction with each other.	2028	Pending ...Australia, Canada, China, Japan, USA, Europe
Developments in Beam Type Fasteners	A flexible beam type fastener.	2028	Pending ...China, Europe, USA
Slip Stud	Adjustable pin type fastener, especially as seen in aircraft hatches.	2028	Pending ...USA
Latch	The invention provides a lock assembly which has a support base and a bolt movable between an unlocked position, in which the bolt is substantially within the support base in and a locked position in which the bolt extends from the support base. The lock assembly also includes locking means to block movement of the bolt in the locked position and actuating means for moving the blocking means to release the bolt from the locked position. The actuating means can comprise electromechanical means, an electro restrictive polymer, piezoelectric material or a material adapted to contract when activated, such as shape memory alloy wire.	2028	Pending ...Australia, Canada, China, Japan, USA, Europe

SECTION 10. FINANCIAL INFORMATION

10.1 Short Form Prospectus

As set out in more detail in Section 13 of this Prospectus, this is a short form prospectus pursuant to section 712 of the Corporations Act. This Prospectus does not contain all the information that is generally required to be set out in a full prospectus, but refers to other documents which have been lodged with ASIC, the information from which is taken to be included in this Prospectus.

10.2 Incorporated Financial Documents

Set out below is a summary of the information contained in documents which are of a financial nature that are deemed to be incorporated in this Prospectus to assist investors and their professional advisers to determine whether, for the purposes of making an informed investment decision in relation to the issue of the New Shares pursuant to this Prospectus, they should obtain a copy of the relevant document. Additional documents are incorporated into this Prospectus as set out in Sections 11 and 13. Section 13 also provides information about obtaining copies of the documentation which is incorporated into this Prospectus.

(a) 2009 Annual Report:

The following is a summary of information contained in the 2009 Annual Report:

Director’s Report (pages 1 to 18)

This section of the 2009 Annual Report summarises the background and experience of each of the Directors (other than Mr Rudduck, whose background and experience is summarised in Section 7 of this Prospectus). In addition, it provides a detailed summary of the operating results and activities for the Group for the financial year ended 30 June 2009, including a description of the events that confronted the Group when Messrs Bouris and Ting were first appointed to the Board on 18 June 2009 and which led to the need for a financial rescue plan to save the Group, involving QVT. The plan was implemented as a result of the resolutions set out in the 2010 Notice of Meeting having been passed by Shareholders at the Company’s annual general meeting on 26 February 2010. The section also provides information regarding the Director’s remuneration and interests in securities in the Company.

Financial Report Section (pages 20 to 62)

This section of the 2009 Annual Report sets out the financial accounts of the Company and the Group for the financial year ended 30 June 2009, including the notes to those financial accounts.

Independent Auditor’s Report (pages 63 to 65)

This section of the 2009 Annual Report incorporates the independent auditor’s report to members of the Company, in relation to the financial report section of the 2009 Annual Report. The auditor indicates they were not able to complete an audit in accordance with auditing standards for reasons which are set out in the auditor’s report, including, because the Directors and management in office at the date of the auditor’s report were unable to obtain all the books and records of the Group relating to periods prior to 30 June 2009. The auditor concludes they were unable to and did not express an opinion as to whether the financial reports of the Company and the Group was in accordance with the Corporations Act, including:

whether the financial report gave a true and fair view of the Company’s and Group’s financial position as at 30 June 2009 and of the Company’s and Group’s financial performance for the year ended 30 June 2009; and
whether the financial report complied with Australian Accounting Standards (including the Australian Accounting Interpretations) and the Corporations Regulations 2001.

The auditor’s report indicates that the ability of the Company and the Group to continue as a going concern is dependent on the continued support of the Group’s lenders and Shareholders and the ability to generate future profits and positive cash flows.

Corporate Governance Statement (page 66)

This section of the 2009 Annual Report sets out a statement dealing with the ASX Corporate Governance Council’s Principles of Good Corporate Governance and Best Practice Recommendations.

Shareholder Information (pages 67 to 68)

This section of the 2009 Annual Report sets out information regarding the Company’s capital structure, substantial shareholders, shareholder distribution and top 20 shareholders.

(b) 31 December 2009 Half Yearly Report:

The following is a summary of information contained in the 31 December 2009 Half Yearly Report:

Director’s Report (pages 2 to 4)

This section of the 31 December 2009 Half Yearly Report summarises the operating results of the Group for the 6 months ended 31 December 2009 and sets out a review of operations of the Group for that 6 month period.

Financial Report Section (pages 6 to 19)

This section of the 31 December 2009 Half Yearly Report sets out the financial accounts of the Group for the 6 month period ended 31 December 2009, including notes to those financial accounts.

Independent Auditor’s Review Report (pages 20 to 22)

This section of the 31 December 2009 Half Yearly Report incorporates a review of the Group’s half yearly financial report by the Company’s auditor. The auditor indicates they were not able to complete a review in accordance with Auditing Standards for the same reasons set out in the auditor’s report contained in the 2009 Annual Report. The auditor’s report indicates that the ability of the Group to continue as a going concern is dependent on the continued support of the Group’s lenders and Shareholders and the ability to generate future profits and positive cash flows.

10.3 Effect of the Offer

The principal effects on the Company of the Offer are dependent on the success of the Offer. However, assuming the Offer is fully subscribed the principal effects are as follows:

(a) Principal Effects:
The Company will issue 2 New Shares.
Following the issue of the 2 New Shares, the cash reserves of the Company will increase by $1.00, less expenses of the Offer which are expected to be approximately $58,568 (exclusive of GST). Therefore, the net effect will be a reduction in the cash reserves of the Company of an amount of $58,567.
If the 2 New Shares proposed to be issued are issued, the number of Shares on issue will increase from 74,686,441 Shares to 74,686,443 Shares. The Company also has on issue 10,444,000 Options, 1,336,214 convertible notes (being the 12,000 Series I Convertible Notes, 1,322,500 Series II Convertible Notes and 1,714 Series III Convertible Notes referred to in Section 11.2 of this Prospectus) and 1,400,000 rights to acquire 1,400,000 Shares (being the rights referred to in Section 15.5 of this Prospectus), the details of which are set out in paragraph 9 of Part 1 of the Appendix 3B lodged with the ASX on 19 July 2010,

a copy of which document is taken to be included in this Prospectus, as explained in Section 13.

(b) Pro Forma Balance Sheet:

As set out in Section 10.2 of this Prospectus, the Company’s auditors were not able to complete an audit in accordance with auditing standards of the Company’s and Group’s financial report for the financial year ended 30 June 2009, nor a review in accordance with auditing standards of the Group’s financial report for the six month period ended 31 December 2009. The reasons why the audit and review were unable to be completed include the fact that the Directors and management in office at the dates of the auditor’s report and auditor’s review report were unable to obtain all the books and records of the Group relating to periods prior to 30 June 2009.

At the date of this Prospectus, this deficiency in the books and records of the Group has not yet been fully remedied. Accordingly, the Directors, having considered the matters set out in ASIC Regulatory Guide 170, believe it would be misleading to investors to set out in this Prospectus a pro forma balance sheet for the Group based on the historical financial position of the Group as reported in the 2009 Annual Report and 31 December 2009 Half Yearly Report.

10.4 Forecasts

The Directors, having considered the matters set out in Section 10.3(b) and having considered ASIC Regulatory Guide 170, believe that they do not have a reasonable basis to forecast future earnings of the Company as any such forecast would not be reliable.

SECTION 11. MATERIAL CONTRACTS

11.1 Summary of Material Contracts

Various contracts entered into by TZ, TZI and PDT may be material to the Offer or the operation of the business of the Group. The directors of TZ consider the material contracts summarised below are significant or material to the Company ( “Material Contracts” ).

The main provisions of the Material Contracts are summarised below. Each Material Contract appears in summary form only. Some items may be defined in the Material Contracts but not in this Prospectus.

11.2 Financing Facilities

(a) QVT Convertible Note Facility:

Under the QVT Convertible Note Facility, QVT lent to the Company $24,000,000 and the Company issued to QVT 24,000 Series I Convertible Notes with a face value of $1,000 each on 19 February 2008. The Company also issued 3,000,000 Options to QVT on 19 February 2008.

QVT converted 12,000 Series I Convertible Notes into Shares on 25 March 2010, which reduced the amount of principal owing under the QVT Convertible Note Facility from $24,000,000 to $12,000,000.

A summary of the terms and conditions of the Series I Convertible Notes and Options is deemed to be incorporated into this Prospectus and is referred to in paragraph (b) of Section 13.2, except that the conversion price applying to the 12,000 Series I Convertible Notes has been reduced to 50.4 cents per shares by subsequent agreement between QVT and the Company.

(b) Series II Convertible Notes:

Under the terms of the Series II Convertible Note Deed, Sydcomp lent the Company $5,241,000 and in exchange issued 5,241,000 Series II Convertible Notes with a face value of $1.00 each over the period from 16 July 2009 to 24 March 2010. Sydcomp converted 3,918,500 Series II Convertible Notes and all interest that had accrued on those notes on 15 July 2010, which reduced the amount of principal owing under the Series II Convertible Note Deed to $1,322,500.

The terms and conditions of the Series II Convertible Notes are summarised in the documents lodged by the Company with ASX on 16 July 2009, 13 October 2009 and 28 June 2010, copies of which are taken to be included in this Prospectus pursuant to section 712 of the Corporations Act. Copies of these documents may be obtained by telephoning the Company at (02) 9222 8890 during normal business hours or by visiting the Company’s website at www.tz.net. The documents will be available free of charge.

(c) Series III Convertible Notes:

Under the terms of an amendment and issue deed between QVT and the Company dated 23 April 2010 the Company issued 1,714 Series III Convertible Notes to QVT on 23 April 2010. The terms and conditions applying to the Series III Convertible Notes are summarised in the document lodged by the Company with ASX on 23 April 2010, a copy of which is taken to be included in this Prospectus pursuant to section 712 of the Corporations Act. A copy of this document may be obtained by telephoning the Company at (02) 9222 8890 during normal business hours or by visiting the Company’s website at www.tz.net. The document will be available free of charge.

Pursuant to these Series III Convertible Notes the Company is indebted to QVT in the principal sum of $1,714,000.

(d) QVT Loan Facility:

Under the QVT Loan Facility, QVT lent US$4,100,000 to TZI for the purpose of working capital expenses, to expand TZI’s current operations and to fund new business initiatives related to the existing lines of business of the Group. The terms and conditions applying to the loan are summarised in the documents lodged by the Company with ASX on 28 June 2010 and 13 July 2010, copies of which are taken to be included in this Prospectus pursuant to section 712 of the Corporations Act. Copies of these documents may be obtained by telephoning the Company at (02) 9222 8890 during normal business hours or by visiting the Company’s website at www.tz.net. The documents will be available free of charge.

Under the terms of the loan, QVT can request that the Company take all reasonable actions necessary (including seeking any necessary shareholder approval) to issue additional Series III Convertible Notes having a total face value equal to the outstanding principal plus any unpaid accrued interest under the QVT Loan Facility by way of repayment of that principal and interest.

(e) PDT loan agreement:

PDT and PDT Holdings, Inc are party to a loan agreement with JP Morgan Chase Bank, N.A. dated 22 May 2009 which provides for a loan facility of up to US $1,200,000 to PDT and PDT Holdings, Inc. On 10 June 2010, the term of this loan facility was extended and is now repayable on 30 June 2011. The principal currently outstanding under this loan agreement is US$647,500.

(f) Representations, Warranties and Events of Default:

The above finance facilities contain a number of representations, warranties and undertakings from the Company and TZI (where relevant) in favour of the respective lenders. These representations, warranties and undertakings are usual for financing facilities of this type.

The QVT Convertible Note Facility also provides that it is an event of default if there is a change in the majority of the Directors without the consent of QVT. Furthermore, under the QVT Loan Facility, it is an event of default if QVT elects to convert the principal and interest under that loan into Series III Convertible Notes and the necessary shareholder approvals to enable that to occur are not obtained at the Company’s annual general meeting of shareholders to be held in respect of the financial year ended 30 June 2010.

11.3 TZI Agreements

(a) TZI has entered into a joint development agreement ( “JDA” ) with Anixter Inc ( “Anixter” ) dated 8 April 2009. Under the JDA, TZI and Anixter agree to jointly develop a cabinet level security solution for the IT and data centre markets (the “System” ). Under the JDA, TZI will manufacture and supply the System to Anixter and has granted to Anixter the perpetual, worldwide right to exclusively market, sell and distribute the System. TZI has also licensed Anixter to use, sell and import the System worldwide on a perpetual basis. These rights are exclusive for the System only and do not include TZI’s other products.

If TZI commits a Supply Default Event (which includes a failure to complete orders for the System, breach of warranties and other defaults which are considered usual for an agreement of this type), Anixter has the right to purchase the System or its components from third parties and to have the System or its components manufactured by third parties.

Under the JDA, the exclusive distribution and licence rights granted to Anixter become non-exclusive if, among other things, defined sales targets are not met. If Anixter loses exclusivity, or if Anixter’s rights to distribute the System are terminated, TZI must pay a royalty of 10% of TZI’s gross margin revenue generated on sales of the System. This is, among other things, in consideration for Anixter’s contributions to developing the System and the market therefore.

TZI has provided indemnities to Anixter under the JDA for losses, liabilities and legal costs incurred by Anixter that are considered usual for an agreement of this type.

(b) TZI has entered into a reseller agreement ( “Reseller Agreement” ) with International Office Products Cooperative ( “IOPC” ) dated 31 July 2009. Under the Reseller Agreement, IOPC is appointed as exclusive distributor in the USA for TZI’s software application known as “TZ InBox”. TZI has also granted IOPC a non-exclusive right to distribute certain of TZI’s Hardware Products in the USA. The Reseller Agreement has an initial term of 18 months and automatically renews for additional terms of 12 months each unless either party elects not to renew the term on 30 days notice.. If agreed sales targets are not met, TZI has the right to terminate the exclusive right of distribution of TZ InBox.

Either party is entitled to terminate the Reseller Agreement should the other party commit an unremedied event of default. TZI and IOPC have provided indemnities to each other under the Reseller Agreement for losses, liabilities and legal costs incurred by the other party that are considered usual for an agreement of this type.

11.4 PDT Material Service Agreements

PDT’s revenues are generally derived through PDT providing product development services to its clients. These services are generally provided under formal documents which are often in the relevant client’s standard form for the provision of products and services. In some cases, particular products or services are provided under work orders which are governed by overriding master service agreements. The Directors consider the agreements referred to in the table below to be material to the Group at the date of this Prospectus.

Typical terms of contracts

The contracts referred to in the table below generally:

Provide that the client may terminate the contract or any work order under a master service agreement for convenience immediately or by giving PDT a fixed period of notice not exceeding 30 days. On such termination, the client must pay PDT for works completed up to the date of termination of the contract or, where relevant, the particular work order. Either party may terminate the contract if the other party commits a breach which is not capable of remedy or is not remedied within a particular period of time.
Contain indemnities, warranties, undertakings and insurance obligations which are standard in service contracts of this kind. These include obligations requiring PDT to ensure compliance with legislation, regulations and the relevant client’s equal opportunity, environmental and safety guidelines. Confidentiality obligations are also included.
Provide that all intellectual property in materials developed by PDT in the course of providing services under the contract vests in the client.

Client	Status	Description
Flextronics International Management Services, Ltd	Active	Master services agreement which provides for services to be provided by PDT to client in accordance with statements of work executed by the parties.
Roche Diagnostics Operations, Inc.	Active	Research and development master services agreement which provides that PDT is to provide research and development services in accordance with statements of work executed by the parties.

11.5 Key Employment/ Consultancy Contracts

(a) John Wilson

The Company has entered into a consultancy agreement with Mr Wilson and a company associated with him, IX Consulting Pty Limited, pursuant to which IX Consulting Pty Limited agrees to make available the services of Mr Wilson. It is under this consultancy agreement that Mr Wilson provides services to the Group. IX Consulting Pty Limited is entitled to receive a consultancy fee which the parties have agreed to cap at $30,000 per month. Mr Wilson is also entitled to reimbursement for all reasonable expenses. The term of the agreement continues until terminated by either of the parties, which they may do in the event of a default by the other party, or on 1 month’s written notice.

(b) Dickory Rudduck

TZI has entered into a contract for services with Mr Rudduck and a company associated with him, Intellectual Exchange, LLC. It is under this contract for services that Intellectual Exchange, LLC provides the consulting services of Mr Rudduck to TZI and the services of Mr Rudduck as an executive Director of TZ Limited. Intellectual Exchange, LLC is entitled to receive a total annual compensation of US$180,000 for services rendered. The term of the agreement is one year, terminating on 31 May 2011 unless renewed by the parties.

(c) Mark Schwartz

PDT Holdings, Inc. has entered into an executive employment agreement with Mark Schwartz as PDT Holdings, Inc.’s president. The term of the agreement expires 1 February 2012. The executive employment agreement:

contains certain non-complete provisions restraining Mr Schwartz from engaging in conduct in competition with PDT in the USA during the term of the agreement and for a period of two years thereafter; and
provides for an annual salary of US$360,000 and an annual bonus entitlement of US$50,000 if certain performance targets are met.

In addition, Mr Schwartz receives fringe benefits available to executives of PDT.

SECTION 12. MATERIAL LITIGATION

12.1 Sigalla Litigation

The Company is the plaintiff party to proceedings in the Supreme Court of New South Wales, case number 4286 of 2009. The defendants are Andrew John Sigalla, a former director of the Company, and two companies associated with Mr Sigalla, ZMS Investments Pty Limited and BZI Pty Limited. The Company is seeking to recover $13,230,536 loans to and receivables from the three defendants, plus interest and costs. The defendants have denied liability. A two week hearing has been set down to commence in the Supreme Court of New South Wales on 2 August 2010 but an application has been made by the defendants to vacate that hearing date and for the proceedings to be relisted for hearing commencing 22 November 2010. This application is part-heard and it is anticipated that it will be determined on or before 23 July 2010. Also, an application to the Federal Magistrates Court of Australia for leave to proceed against the third defendant (Mr Sigalla – a bankrupt), has been listed for hearing on 20 July 2010.

The loans and receivables the subject of the proceedings have been fully provided against in the Company’s financial statements for the financial year ended 30 June 2009, although a contingent asset in the sum of $13,940,236 was included in the financial statements for the financial year ended 30 June 2009.

In the same proceedings, a counterclaim has been made against the Company by Mr Sigalla in the amount of $1,160,000 plus health care and related visa costs which Mr Sigalla claims is owing to him and ZMS Investments Pty Limited in respect of Mr Sigalla’s resignation as an employee of the Company in June 2009. A statement of claim has been received from Mr Sigalla and the Company has filed a defence denying liability for the claim. The matter has been set down to be heard as part of the two week hearing referred to above, but cannot now proceed without the consent of Mr Sigalla’s Trustee in Bankruptcy who has yet to make an election.

To 1 July 2010, the Company has incurred $826,915 in legal costs and expenses in connection with both matters. It is likely the Company will incur significant additional costs and expenses in connection with these litigation proceedings.

SECTION 13. MATERIAL INFORMATION DEEMED INCORPORATED IN PROSPECTUS

13.1 Short Form Prospectus

This Prospectus is a short form prospectus pursuant to section 712 of the Corporations Act. This Prospectus does not contain all the information that is generally required to be set out in a full prospectus, but refers to other documents which have been lodged with ASIC, the information from which is taken to be included in this Prospectus.

13.2 Incorporated Documents

Set out below is a summary of the information contained in each document that is deemed to be incorporated in this Prospectus to assist investors and their professional advisers to determine whether, for the purposes of making an informed investment decision in relation to the issue of the New Shares pursuant to this Prospectus, they should obtain a copy of the relevant document.

(a) 2010 Notice of Meeting

The 2010 Notice of Meeting is a notice to Shareholders that convened an annual general meeting of Shareholders that was held on 26 February 2010. All resolutions set out in the 2010 Notice of Meeting were duly passed and enabled the Company to implement a financial rescue plan whereby a significant part of the Company’s debt to QVT was converted into Shares at an issue price of $1.00 per Share. The 2010 Notice of Meeting also approved the Company’s Director and Executive Equity Plan which is currently in place. The following is a summary of information contained in the 2010 Notice of Meeting:

Letter to shareholders (pages 1 to 4)

This letter from the chairman of the Company sets out the background and reasons for the financial rescue plan that was able to be implemented by the passing of the resolutions.

Notice (pages 5 to 14)

This notice sets out the wording of the resolutions that were passed on 26 February 2010.

Explanatory Memorandum (pages 15 to 58)

This explanatory memorandum sets out the material information that was given to Shareholders in deciding whether to pass the resolutions contained in the 2010 Notice of Meeting. It also summarises the rules of the Company’s Director and Executive Equity Plan. The independent experts report attached to the explanatory memorandum is not incorporated into this Prospectus. (Lonergan Edwards & Associates Limited has not been involved in the preparation of any part of this Prospectus and has not consented to being named in this Prospectus.)

(b) 2008 Notice of Meeting

The 2008 Notice of Meeting sets out the resolutions that were passed by Shareholders on 4 February 2008 that approved the issue of convertible notes and options to QVT under the QVT Convertible Note Facility. Annexure A to the explanatory memorandum which is attached to the 2008 Notice of Meeting sets out a summary of the terms and conditions of the 24,000 Series I Convertible Notes and 3,000,000 Options which were issued to QVT on 19 February 2008. QVT continues to hold 12,000 of the 24,000 Series I Convertible Notes and all of the 3,000,000 Options, the issue of which were approved by the passing of the resolutions set out in the 2008 Notice of Meeting.

13.3 Continuous Disclosure Obligations – Further Incorporated Documents

The Company is a disclosing entity under the Corporations Act and, as such, is subject to regular reporting and disclosure requirements. As a listed company, the Company is subject to the Listing Rules that require it to immediately notify ASX of any information concerning the Company of which it is or becomes aware and which a reasonable person would expect to have a material effect on the price or value of its Shares.

The following documents have been lodged with ASX since the lodgement of the 2009 Annual Report and prior to the date of this Prospectus and contain information which is primarily of interest to professional analysts or advisers or investors with similar specialist information needs:

Date of lodgement with ASX	Description of document lodged with ASX
31 December 2009	Change of date of annual general meeting – Listing Rule 3.13
7 January 2010	Clarification – Director’s Report
7 January 2010	Appendix 3B – Issue of shares
13 January 2010	Further Clarification – Director’s Report
21 January 2010	Appendix 4E – Preliminary Final Report
27 January 2010	2009 Notice of Meeting (not including the attached independent experts report)
28 January 2010	Amendment to Term Sheet
5 February 2010	Litigation Update
10 February 2010	Investor Presentation
26 February 2010	Results of Annual General Meeting 2009
26 February 2010	Chairman’s Address – 2009 Annual General Meeting
1 March 2010	31 December 2009 Half Yearly Report and Appendix 4D
3 March 2010	Appendix 4C – June Quarter 2009
3 March 2010	Appendix 4C – September Quarter 2009
3 March 2010	Appendix 4C – December Quarter 2009
5 March 2010	SandP Announces March SP/ASX Index Rebalance
5 March 2010	Appendix 3B
19 March 2010	Convertible Note Issue
22 March 2010	Memorandum of Understanding with QVT
24 March 2010	Convertible Note Issue
26 March 2010	Appendix 3B
29 March 2010	Application For Reinstatement to Official Quotation
29 March 2010	Reinstatement to Official Quotation
30 March 2010	Becoming a substantial holder
23 April 2010	$1,200,000 Convertible Note Facility
30 April 2010	Appendix 4C – March Quarter 2010
13 May 2010	Director Appointment/Resignation
14 May 2010	Director Appointment/Resignation
18 May 2010	Shareholder Update

21 May 2010	Appendix 3X
31 May 2010	Resignation of Mr Willem de Vlugt as Director
2 June 2010	Progress Update
4 June 2010	Launch Into Corporate Client Segment
4 June 2010	Appendix 3Z
24 June 2010	Trading Halt
28 June 2010	Loan Facility, Note Conversion and Proposed Share Placement
30 June 2010	Placement and Appendix 3B
7 July 2010	Appendix 3B
7 July 2010	Appendix 3B Correction
13 July 2010	Loan Facility – Update
14 July 2010	Release of shares from escrow
15 July 2010	Conversion of Convertible Notes

Each of the documents described in the table above is deemed to be incorporated in this Prospectus to assist investors and their professional advisers to determine whether, for the purposes of making an informed investment decision in relation to the issue of the New Shares pursuant to this Prospectus, they should obtain a copy of the relevant document.

13.4 Obtaining Copies of the Documents

Copies of the documents incorporated in this Prospectus (including the 2009 Annual Report, the 31 December 2009 Half Yearly Report, the 2010 Notice of Meeting (other than the independent experts report attached to the explanatory memorandum), the 2008 Notice of Meeting and the documents described in Section 13.3 above) may be obtained by telephoning the Company at (02) 9222 8890 during normal business hours or by visiting the Company’s website at www.tz.net. These documents will be available free of charge.

SECTION 14. RIGHTS ATTACHING TO NEW SHARES

14.1 Rights attaching to New Shares

The rights attaching to the Existing Shares (and which will attach to the New Shares) are:

(a) set out in the Company’s constitution (the terms of which are summarised below); and
(b) regulated by the Corporations Act 2001, the Listing Rules, the ASTC Settlement Rules and the general law.

The following is a summary of provisions of the Company’s constitution relating to the rights and restrictions that currently apply to the Existing Shares and will attach to the New Shares.

Voting

At a general meeting of the Company, each shareholder present in person or by proxy or attorney has one vote on a show of hands and on a poll has one vote per Share they hold.

Where there are two or more joint holders of a Share, the holder whose name appears first in the Company’s register of members is entitled to vote as holder of that Share to the exclusion of other joint holders.

Dividend rights

The Directors may in accordance with the Corporations Act 2001, declare a dividend. The dividend is payable as soon as it is declared unless the Directors specify a later time for payment. The Directors may authorise such interim dividends as appear to the Directors to be justified by the Company’s profits.

(The Company has yet to declare and pay any dividends, and the Board is not able to indicate when and if dividends will be paid in the future, as payment of any dividend will depend on future profitability, financial position and cash requirements of the Company.)

Winding-up

If the Company is wound up, the liquidator may, with the sanction of a special resolution, divide the Company’s property among the shareholders and may for that purpose set such a value as the liquidator considers fair and may determine how the division is to be carried out as between the shareholders according to their rights and interests in the Company.

Transfer of Shares

Subject to the Corporations Act 2001 and the Listing Rules, Shares are transferable:

(a) by instrument in writing in any usual or common form or in any other form that the Directors approve; or
(b) by a proper ASTC transfer.

Variation of rights

The rights attached to a class of shares in the Company may be varied or abrogated in any way with the consent in writing of three quarters of the holders of shares of that class or by a special resolution passed at a separate meeting of holders of the shares of that class. This does not apply if the terms of shares in a class state otherwise.

Beneficial ownership of Shares

Except as required by law, the Company must not recognise a person as holding a share

upon any trust.

The Company, unless otherwise provided by the constitution or by law, is not bound by or compelled in any way, to recognise any equitable, future or partial interest in any share or unit of a share, or any other rights in respect to the share, except an absolute right of ownership in the registered holder.

Meetings of the Company’s members

In accordance with the Corporations Act 2001, the Company must hold an annual general meeting at least once each year.

Any Director may, whenever he or she thinks fit, call a meeting of the Company’s members. The Directors must convene a meeting of the Company’s members on request of members in accordance with section 249D of the Corporations Act 2001.

No business will be transacted at any meeting of the Company’s members unless a quorum is present. Three members constitute a quorum.

Appointment and removal of Directors

The number of Directors must not be less than 3 and not more than 10. The Company may, by resolution passed at a general meeting increase or reduce the number of Directors (provided the minimum number is 3) and determine the rotation by which the increased or reduced number are to retire and appoint new Directors.

The Directors have the power to appoint a new Director, either to fill any casual vacancy or as an additional Director. Any Director so appointed, may hold office only until the next annual general meeting of the Company, and will then be eligible for election, but will not be taken into account in determining the number of Directors who are to retire by rotation at such meetings. Directors are not required to hold any Shares in the Company.

Rotation of Directors

At every annual general meeting, one-third of the Directors (or the nearest number to onethird, not exceeding 3), and any Director who would at the next annual general meeting have been in office for more than 3 years, must retire. This rule does not apply to a Managing Director.

Board Meetings

The board of Directors may at any time and a Secretary must on the requisition of a Director, convene a meeting of the Directors.

A quorum of 2 Directors is required at meetings, unless otherwise determined by the Directors. Decisions at Directors’ meetings will be decided by a majority of votes of Directors present and entitled to vote. In the case of an equality of votes the chairperson will have a casting vote.

SECTION 15. ADDITIONAL INFORMATION

15.1 Market Prices of Ordinary Shares

The highest and lowest recorded market sale prices of the Company’s Shares quoted on ASX during the 3 month period immediately prior to the date of this Prospectus were $0.80 on 19, 22, and 23 April 2010 and $0.37 on 16 July 2010 respectively.

The closing market sale price of the Company’s Shares on ASX on the last day that trading took place in the Shares prior to the date of this Prospectus was $0.41 on 19 July 2010.

15.2 Taxation

The following taxation summary provides a general overview of the Australian tax implications to Australian resident investors who acquire and hold the New Shares under the Offer contained in this Prospectus. This summary is based on the tax laws of Australia as at the date of this Prospectus. The Australian tax laws are complex and the following is not intended to be a complete statement of the possible implications for investors.

The individual circumstances of each investor may affect the taxation implications of the investment of that investor. It is the responsibility of each Applicant to be satisfied as to the particular taxation treatment that applies to each investment. Persons who are considering making an investment in the Company should seek independent professional advice with respect to the tax consequences applicable to their individual circumstances before investing.

The following discussion assumes that an investor will hold the New Shares on capital account. A different treatment may apply if an investor holds the New Shares on revenue account, for example, share traders.

(a) Capital gains tax

Australian income tax laws contain a capital gains tax (“ CGT ”) regime. Shareholders who hold Shares on capital account will be subject to the CGT regime on disposal of those Shares. For CGT purposes, a Share is generally acquired on the date the Share is issued or allotted. The cost base used to work out any capital gain or loss on Shares is generally the amount a Shareholder pays to acquire the Shares plus any incidental costs of acquisition and costs of ownership incurred. Gains on the disposal of Shares held on capital account will be subject to CGT. A capital gain will arise where the proceeds received exceed the cost base of the Shares. Conversely, a capital loss will be incurred where the proceeds received on disposal are less than the cost base of the Shares. Capital losses made in the same or prior years can typically be offset against any capital gains. Any remaining net capital gain is included in assessable income and taxed. Where a net capital loss is incurred it may be carried forward indefinitely and offset against future capital gains subject to certain restrictions. Individuals, trusts and partnerships in certain circumstances may be entitled to a 50% discount on capital gains derived where they have held the Shares as a CGT asset for 12 months or more. Complying superannuation funds and life insurance companies holding the Shares as virtual pooled superannuation trust assets are entitled to a discount of 33.3% where they have held the Shares as a CGT asset for 12 months or more. Pension funds may not, in most circumstances, pay any tax. Any discount would apply only after capital losses are first applied against the capital gain. Companies holding Shares are not entitled to the discount.

(b) Stamp duty

Under current law, no stamp duty is payable on the issue or transfer of Shares.

(c) Taxation of dividends

Dividends paid will be included in assessable income in the income year they are paid. Dividends may be franked or unfranked. Franked dividends have franking credits attached and reflect the Australian corporate tax paid on the profits out of which the dividends are paid. The dividends and any franking credits attached should be included in assessable income. Shareholders will be entitled to a tax offset equal to the franking credits received, provided the recipient is a ‘qualified person’. In general terms, to be a qualified person two tests must be satisfied being the ‘holding period rule’ and the ‘related payments rule’. These rules will, in broad terms, be satisfied where Shareholders have held the Shares at risk for at least 45 continuous days (excluding the dates of acquisition and disposal). Special rules apply to trusts which receive franked dividends. It is recommended that further advice be obtained if Shares are to be held by a trust. Corporate shareholders may also be entitled to a franking credit in their franking account equal to the franking credit attached to the dividend paid. Such credit can be attached to dividends paid by the corporate shareholder to its shareholders. Certain types of taxpayers, including individuals and superannuation funds, are entitled to a refund of any excess franking credits. Unfranked dividends will be included in assessable income.

15.3 Legal Proceedings

Subject to the litigation referred to in Section 12, to the knowledge of the Directors, there is no material litigation, arbitration or proceedings pending against or involving the Company as at the date of this Prospectus.

15.4 Consents

Each of the parties referred to below:

(a) has given the following consents in accordance with the Corporations Act which have not been withdrawn as at the date of the lodgement of this Prospectus with ASIC;
(b) does not make, or purport to make, any statement in this Prospectus, nor is any statement in this Prospectus based on any statement by any of those parties, other than as specified in this Section and has not made any statement on which a statement in this Prospectus is based, other than as specified in this Section; and
(c) to the maximum extent permitted by law, expressly disclaims and takes no responsibility for any part of the Prospectus other than a reference to its name and a statement included in this Prospectus with the consent of that party as specified in this Section.

Landerer & Company has given, and at the date hereof has not withdrawn, its written consent to be named in this Prospectus as the solicitors to the Company in the form and context in which it is named. Landerer & Company has not authorised or caused the issue of this Prospectus and takes no responsibility for any part of this Prospectus.

BDO Audit (NSW-VIC) Pty Ltd has given, and at the date hereof has not withdrawn, its written consent to be named in this Prospectus as the auditors to the Company in the form and context in which it is named. BDO Audit (NSW-VIC) Pty Ltd has not authorised or caused the issue of this Prospectus and takes no responsibility for any part of this Prospectus.

15.5 Interests of Directors, Experts and Promoters

Except as set out below or elsewhere in this Prospectus, no Director holds, or has held in the last two years, any interest in:

the formation or promotion of the Company;
property acquired or proposed to be acquired by the Company in connection with its formation or promotion or with the Offer; or
the Offer,

nor has anyone paid, or agreed to pay, any amount or given, or agreed to give, any benefit to any Director to induce him to become or to qualify as a Director or otherwise in connection with the promotion or formation of the Company or with the Offer.

The direct and indirect interests of the Directors in the securities of the Company at the date of this Prospectus are as follows:

Director	Shares	Options	Rights to Shares
Mark Bouris	800,000	3,000,000	800,000
Kenneth Ting	672,725	2,250,000	600,000
Dickory Rudduck	992,498	-	-

Mr Bouris receives no cash remuneration personally from the Company. However, a company associated with Mr Bouris is entitled to receive an annual consulting fee of US$350,000 for providing the services of Mr Bouris as executive chairman of the Company and, in addition, is entitled to be reimbursed for expenses properly incurred in the course of carrying out services on behalf of the Company. The total amount paid directly or indirectly to Mr Bouris over the last two years is $519,189.87. As part of the Company’s Director and Executive Plan, in 2010 Mr Bouris also received 1,600,000 Rights to acquire 1,600,000 Shares without payment and 3,000,000 Options, with the first tranche of 1,000,000 Options exercisable at $1.00 each expiring 30 June 2016, the second tranche of 1,000,000 Options exercisable at $2.00 each expiring 30 June 2017 and the third tranche of 1,000,000 Options exercisable at $3.00 each expiring 30 June 2018, as an incentive for future services and as a reward for past services. These issues were approved at the annual general meeting of Shareholders held on 26 February 2010.

The Company's premises at Level 11, 1 Chifley Square, Sydney, New South Wales are leased from State Capital Property Pty Limited at market rates of rent. State Capital Property Pty Limited is controlled by Mr Bouris. $140,533.60 in rent and outgoings has been paid by the Company to State Capital Property Pty Limited (inclusive of GST) under the lease to the date of this Prospectus. The Company engages Yellow Brick Road Accounting & Wealth Management Pty Limited ("YBR") to provide accounting services to the Company at YBR's time based charge out rates. YBR is associated with Mr Bouris. YBR has been entitled to receive approximately $419,847.70 (inclusive of GST) for these accounting services it has provided to the date of this Prospectus, which services related principally to the reconstruction and preparation of the financial accounts for the Company for the financial year ended 30 June 2009 which became necessary due to the deficiency in the books and records of the Group. Further amounts may be paid to YBR by the Company in accordance with YBR's time based charge out rates.

Mr Ting receives no cash remuneration personally from the Company. However, a company associated with Mr Ting is entitled to receive an annual consulting fee of US$275,000 for providing the services of Mr Ting as an executive director of the Company and, in addition, is entitled to be reimbursed for expenses properly incurred in the course of carrying out services on behalf of the Company. The total amount paid directly or indirectly to Mr Ting over the last two years is $436,879.82. As part of the Company’s Director and Executive Plan, in 2010 Mr Ting also received 1,200,000 Rights to acquire 1,200,000 Shares without payment and

2,250,000 Options, with the first tranche of 750,000 Options exercisable at $1.00 each expiring 30 June 2016, the second tranche of 750,000 Options exercisable at $2.00 each expiring 30 June 2017 and the third tranche of 750,000 Options exercisable at $3.00 each expiring 30 June 2018, as an incentive for future services and as a reward for past services. These issues were approved at the annual general meeting of Shareholders held on 26 February 2010.

Mr Rudduck receives no cash remuneration personally from the Company. However, a company associated with Mr Rudduck is entitled to receive an annual consulting fee of US$180,000 for providing the services of Mr Rudduck to TZI and, in addition, is entitled to be reimbursed for expenses properly incurred in the course of carrying out services on behalf of the Company The total amount paid directly or indirectly to Mr Rudduck over the last two years is US$436,250.

Other than as set out below or elsewhere in this Prospectus, no person named in this Prospectus as performing a function in a professional, advisory or other capacity in connection with the preparation or distribution of this Prospectus holds at the date of this Prospectus, or has held at any time during the last two years prior to the date of this Prospectus, any interest in:

the formation or promotion of the Company;
property acquired or proposed to be acquired by the Company in connection with its formation or promotion or with the Offer; or
the Offer,

nor has anyone paid, or agreed to pay, any amount or given, or agreed to give, any benefit to any such person in connection with the promotion or formation of the Company or with the Offer.

Landerer & Company has acted as Australian legal advisers to the Company in connection with the Offer and assisting in the preparation of this Prospectus and is entitled to receive approximately $56,500 (exclusive of GST) for these services. Landerer & Company has also provided other legal services in relation to ongoing legal work and has been entitled to receive approximately $1,747,000 (exclusive of GST) for these services, although $341,000 of this amount was in reimbursement of disbursements for such expenses as barristers’ fees and expert witness expenses incurred on behalf of the Company. Further amounts may be paid to Landerer & Company in accordance with its time-based charge out rates.

BDO Audit (NSW-VIC) Pty Ltd has acted as the auditor of the Company in connection with its financial statements for the financial year ended 30 June 2009 and its financial statements for the 6 month period ended 31 December 2009. BDO Audit (NSW-VIC) Pty Ltd and related BDO network firms received approximately $130,315.38 (inclusive of GST) for these services. Further amounts may be paid to BDO Audit (NSW-VIC) Pty Ltd by the Company in accordance with its time based charge-out rates.

15.6 Expenses of the Issue

The total expenses of this Prospectus are estimated to be a maximum of $58,568 (exclusive of GST) comprising:

legal costs of $56,500; and
ASIC fees of $2,068.

SECTION 16. AUTHORITY OF DIRECTORS

The Directors state that they have made all reasonable enquiries and have reasonable grounds to believe that any statements made by the Directors in this Prospectus are not misleading or deceptive and that, in respect of any other statements made in this Prospectus by persons other than the Directors, the Directors have made reasonable enquiries and have reasonable grounds to believe that persons making the statement or statements were competent to make such statements, those persons have given the consent required by section 716 of the Corporations Act to the statements being included in this Prospectus in the form and context in which they are included and have not withdrawn that consent before the lodgement of this Prospectus with the ASIC, or to the Directors knowledge, before any issue of New Shares pursuant to this Prospectus.

Each of the Directors of TZ Limited has consented to the lodgement of this Prospectus in accordance with section 720 of the Corporations Act 2001:

Dated 20 July 2010

==> picture [205 x 55] intentionally omitted <==

Signed for and on behalf of TZ LIMITED by Mark Bouris (Chairman)

SECTION 17. GLOSSARY

Applicant means a person who submits an Application.

Application means a valid application to subscribe for New Shares.

Application Form means the application form for New Shares enclosed with this Prospectus.

ASIC means the Australian Securities and Investments Commission.

ASTC means ASX Settlement and Transfer Corporation Pty Limited (ACN 008 504 532).

ASTC Settlement Rules means the operating rules of the ASTC, except to the extent of any relief given by ASTC.

ASX means ASX Limited (ACN 008 624 691) trading as the Australian Securities Exchange.

Board means the board of Directors unless the context indicates otherwise.

Business Day means a day other than a Saturday or Sunday on which banks are open for business in Sydney, New South Wales.

CHESS means ASX Clearing House Electronic Sub Registry System.

Closing Date means the date on which the Offer closes as set out in this Prospectus.

Company or TZ means TZ LIMITED (ACN 073 979 272).

Corporations Act means the Corporations Act 2001 of Australia.

Director means a director of the Company from time to time.

Dollars or $ means Australian dollars unless otherwise stated.

EST means Eastern Standard Time, Sydney, New South Wales.

Existing Shares means Shares on issue at the date of this Prospectus.

Group means the Company and each Subsidiary of the Company.

Issue means the issue of New Shares pursuant to this Prospectus.

Listing Rules or ASX Listing Rules means the official Listing Rules of ASX.

New Shares means the 2 Shares to be issued pursuant to this Prospectus.

OEM means original equipment manufacturer.

Offer means the offer of New Shares pursuant to this Prospectus.

Opening Date means the date on which the Offer opens as set out in this Prospectus.

Option means an option to acquire a Share.

PDT means Product Development Technology, Inc, a Subsidiary of the Company.

Placees means the persons to whom the Placement Shares were issued without disclosure under Chapter 6D of the Corporations Act.

Placement Shares means the 14,407,116 Shares issued by the Company to Placees without disclosure under Chapter 6D of the Corporations Act and referred to in Section 2.1.

Prospectus means this prospectus dated 20 July 2010 for the issue of up to 2 New Shares, including any electronic or online version.

Quotation means quotation of the New Shares on ASX.

QVT means QVT Fund LP and Quintessence Fund L.P.

QVT Convertible Note Facility means the Convertible Note and Option Subscription Deed dated 24 December 2007 between the Company and QVT, as amended, by which 24,000 convertible notes and 3,000,000 options were issued by the Company to QVT on 19 February 2008 pursuant to the Shareholder resolutions passed and set out in the 2008 Notice of Meeting.

QVT Loan Facility means the loan agreement dated 13 July 2010 between QVT as lender, TZI as borrower and the Company as guarantor.

Section means a section of this Prospectus.

Series I Convertible Notes means the unsecured convertible notes issued by the Company to QVT under and in accordance with the QVT Convertible Note Facility.

Series II Convertible Note Deed means the convertible note subscription deed dated 15 July 2009 between the Company, QVT and Sydcomp as amended from time to time.

Series II Convertible Notes means the secured convertible notes issued by the Company under and in accordance with the Series II Convertible Note Deed.

Series III Convertible Notes means secured convertible notes with a face value of $1,000 per convertible note issued by the Company to QVT under the terms of an amendment and issue deed between QVT and the Company dated 23 April 2010.

Share means a fully paid ordinary share in TZ Limited.

Shareholder means a holder of Shares.

Subsidiary has the meaning given by Division 6 of Part 1.2 of the Corporations Act.

Sydcomp means Sydcomp Pty Limited ACN 139 601 282.

TZ Inc or TZI means Telezygology, Inc, a Subsidiary of the Company.

USA or US means United States of America.

US$ means dollars of the United States of America.

31 December 2009 Half Yearly Report means the half year report issued by the Company to its Shareholders for the 6 month period ended 31 December 2009.

2009 Annual Report means the annual report issued by the Company to its Shareholders for the financial year ended 30 June 2009.

2008 Notice of Meeting means the notice of annual general meeting and explanatory memorandum sent by the Company to its Shareholders dated 3 January 2008 convening the Shareholder meeting that was held on 4 February 2008.

2010 Notice of Meeting means the notice of annual general meeting and explanatory memorandum sent by the Company to its Shareholders dated 27 January 2010 convening the Shareholder meeting that was held on 26 February 2010.

TZ LIMITED

Share Registrars use only

ACN 073 979 272 APPLICATION FORM

Please read all instructions on reverse of this form	Please read all instructions on reverse of this form	Please read all instructions on reverse of this form	Broker reference – stamp only	Broker reference – stamp only
ANumber of Shares applied for		BTotal amount payable
(minimum of 2 Shares)		(cheque(s) to equal this amount)
Two	At $0.50 each =	A$1.00	Broker code	Adviser Code

You may or may not be allocated the Shares above.

Please note : Paper copies of the Prospectus (and any supplementary prospectus) and this Application Form can be obtained from TZ Limited free of charge by calling (02) 9222 8890. Photocopied Application Forms cannot be accepted.

C Full name details (title, given name(s) (no initials) and surname or company name)

D Tax file number(s)/ABN Or exemption category

Name of applicant 1 Name ofjoint applicant 2 or Name of joint applicant 3 or	Name of applicant 1 Name ofjoint applicant 2 or Name of joint applicant 3 or	Name of applicant 1 Name ofjoint applicant 2 or Name of joint applicant 3 or	Name of applicant 1 Name ofjoint applicant 2 or Name of joint applicant 3 or	Name of applicant 1 Name ofjoint applicant 2 or Name of joint applicant 3 or	Name of applicant 1 Name ofjoint applicant 2 or Name of joint applicant 3 or	Name of applicant 1 Name ofjoint applicant 2 or Name of joint applicant 3 or	Name of applicant 1 Name ofjoint applicant 2 or Name of joint applicant 3 or	Name of applicant 1 Name ofjoint applicant 2 or Name of joint applicant 3 or	Name of applicant 1 Name ofjoint applicant 2 or Name of joint applicant 3 or	Name of applicant 1 Name ofjoint applicant 2 or Name of joint applicant 3 or	Name of applicant 1 Name ofjoint applicant 2 or Name of joint applicant 3 or	Name of applicant 1 Name ofjoint applicant 2 or Name of joint applicant 3 or	Name of applicant 1 Name ofjoint applicant 2 or Name of joint applicant 3 or	Name of applicant 1 Name ofjoint applicant 2 or Name of joint applicant 3 or	Name of applicant 1 Name ofjoint applicant 2 or Name of joint applicant 3 or	Name of applicant 1 Name ofjoint applicant 2 or Name of joint applicant 3 or	Name of applicant 1 Name ofjoint applicant 2 or Name of joint applicant 3 or	Name of applicant 1 Name ofjoint applicant 2 or Name of joint applicant 3 or	Name of applicant 1 Name ofjoint applicant 2 or Name of joint applicant 3 or	Name of applicant 1 Name ofjoint applicant 2 or Name of joint applicant 3 or	Name of applicant 1 Name ofjoint applicant 2 or Name of joint applicant 3 or	Name of applicant 1 Name ofjoint applicant 2 or Name of joint applicant 3 or	Name of applicant 1 Name ofjoint applicant 2 or Name of joint applicant 3 or	Name of applicant 1 Name ofjoint applicant 2 or Name of joint applicant 3 or	Name of applicant 1 Name ofjoint applicant 2 or Name of joint applicant 3 or	Name of applicant 1 Name ofjoint applicant 2 or Name of joint applicant 3 or	Name of applicant 1 Name ofjoint applicant 2 or Name of joint applicant 3 or	Name of applicant 1 Name ofjoint applicant 2 or Name of joint applicant 3 or	Applicant 1/company	Applicant 1/company	Applicant 1/company	Applicant 1/company	Applicant 1/company	Applicant 1/company	Applicant 1/company	Applicant 1/company	Applicant 1/company	Applicant 1/company	Applicant 1/company

																													Joint applicant 2/trust

																													Joint applicant 3/exemption

E Full postal address

F Contact details

Number/street	Number/street	Number/street	Number/street	Number/street	Number/street	Number/street	Number/street	Number/street	Number/street	Number/street	Number/street	Number/street	Number/street	State/postcode	State/postcode	State/postcode	State/postcode	State/postcode	State/postcode	State/postcode	State/postcode	State/postcode	State/postcode	State/postcode	State/postcode	State/postcode	State/postcode	State/postcode	Contact name

																													Contact daytime telephone number

Suburb/town																													Contact email address

G CHESS HIN (if applicable)

H Cheque payment details (please fill out your cheque details and make your cheque payable to “TZ Limited – Application Funds”)

Drawer Cheque number BSB number Account number Total amount of cheque

I Return of the Application Form with your cheque for the Application moneys will constitute your offer to subscribe for the Shares in the Company. I/We declare that:
(a) this Application is completed according to the declaration/appropriate statements on the reverse of this form and agree to be bound by the Constitution of the Company; and
(b) I/we have received personally a copy of this Prospectus accompanied by or attached to the Application Form or a copy of the Application Form or a direct derivative of the Application Form, before applying for the Shares; and
(c) I/we acknowledge and consent to the privacy disclosure statement set out in Section 2.6 of the Prospectus.

No signature is required.

You should read the Prospectus dated 20 July 2010 carefully before completing this Application Form. The Corporations Act 2001 prohibits any person from passing on this Application Form (whether in paper or electronic form) unless it is attached to or accompanies a complete and unaltered copy of the Prospectus and any relevant supplementary prospectus (whether in paper or electronic form).

Guide to the Application Form

This Application Form relates to the offer of Shares in the Company pursuant to the Prospectus dated 20 July 2010. The expiry date of the Prospectus is the date which is 13 months after the date of the Prospectus. The Prospectus contains information about investing in the Shares of the Company and it is advisable to read this document before applying for Shares. A person who gives another person access to this Application form must at the same time and by the same means give the other person access to the Prospectus, and any supplementary prospectus (if applicable), and an Application Form on request and without charge.

Please complete all relevant sections of the Application Form using BLOCK LETTERS. These instructions are cross referenced to each section of the Application Form. Further particulars of the correct forms of registrable titles to use on the Application Form are contained in the table below.

A. Insert the number of Shares you wish to apply for. The Application must be for a minimum of 2 Shares.
B. Insert the relevant account Application Monies. To calculate your Application Monies, add the number of Shares applied for multiplied by $0.50.
C. Write the full name you wish to appear on the statement of shareholdings. This must be either your own name or the name of your company. Up to three joint Applicants may register. You should refer to the table below for the correct forms of registrable title. Applicants using the wrong form of title may be rejected. Clearing House Electronic Sub-Register System (CHESS) participants should complete their name and address in the same format as that presently registered in the CHESS system.
D. Enter your Tax File Number (TFN) or exemption category. Where applicable please enter the TFN for each joint Applicant. Collection of TFN’s is authorised by taxation laws. Quotation for your TFN is not compulsory and will not affect your Application.
E. Please enter your postal address for all correspondence. All communications to you from the Share Registry will be mailed to the person(s) and address as shown. For Joint Applicants, only one address can be entered.
F. Please enter your telephone number(s), area code, email address and contact name in case we need to contact you in relation to your Application.
G. The Company will apply to the ASX to participate in Chess, operated by the ASX Settlement and Transfer Corporation Pty Ltd, a wholly owned subsidiary of ASX Limited. In CHESS, the Company will operate an electronic CHESS subregister of securities holdings and an electronic issuer sponsored subregister of securities holdings. Together the two subregisters will make up the Company’s principal register of securities. The Company will not be issuing certificates to applicants in respect of securities allotted. If you are a CHESS participant (or are sponsored by a CHESS participant) and you wish to hold securities allotted to you under this application in uncertified form on the CHESS subregister, complete Section G or forward your Application Form to your sponsoring participant for completion of this section prior to lodgement. Otherwise, leave Section G blank and on allotment, you will be sponsored by the Company and an SRN will be allocated to you. For further information refer to the relevant section of the Prospectus.
H. Please complete cheque details as requested.

Make your cheque payable to “TZ Limited – Application Funds” in Australian currency and cross it “Not Negotiable”.

Your cheque must be drawn on an Australian Bank, and the amount should agree with the amount shown in section B. Sufficient cleared funds should be held in your account, as cheques returned unpaid are likely to result in your Application being rejected.
I. Before completing the Application Form the Applicant(s) should read the Prospectus to which the Application relates. By lodging the Application Form, the Applicant(s) agrees that this Application is for shares in the Company upon and subject to the terms of this Prospectus, and agrees to take any number of Shares equal to or less than the number of Shares indicated in Section A that may be allotted to the Applicant(s) pursuant to the Prospectus and declares that all details and statements made are complete and accurate. It is necessary to sign the Application Form.

Lodgement of Applications : Return your completed Application Form with cheque(s) attached to:

TZ Limited Level 11 1 Chifley Square SYDNEY NSW 2000

Application Forms must be received no later than 23 July 2010 which may be changed immediately after the Opening Date at any time at the discretion of the Company.

Correct form of Registrable Title

Note that only legal entities are allowed to hold Shares. Applications must be in the name(s) of a natural person(s), companies or other legal entities acceptable to the Company. At least one full given name and the surname are required for each natural person. The name of the beneficiary or any other non-registrable title may be included by way of an account designation if completed exactly as described in the example of correct forms of registrable title below:

Type of Investor Individual – Use Names in full, no initials	Correct form of Registrable Title Incorrect form of Registrable Title Mr John Alfred Smith JA Smith
Minor (a person under the age of 18) – Use the name of a responsible adult, do not use the name of a minor.	John Alfred Smith Peter Smith
Company – Use Company title, not abbreviations	ABC Pty Ltd ABC P/L or ABC Co
Trusts – use trustee(s) personal names(s), do not use the name of the trust Deceased Estates – Use executors(s) personal name(s), do not use the name of the deceased	Mrs Sue Smith Sue Smith Family Trust
	Ms Jane Smith Estate of late John Smith
Partnerships – Use partners personal names, do not use the name of the partnership	Mr John Smith & Mr Michael Smith John Smith and Son

AI assistant

TZ LIMITED — Capital/Financing Update 2010

65975_rns_2010-07-19_f6baf495-3265-4f62-b9a8-476e74ce3e9a.pdf

TZ Limited

PROSPECTUS

Important Notice

TABLE OF CONTENTS

Important Notice

Directors

Solicitor

Share Registry

Company Secretary

Registered Office and Contact Details

Auditors

ASX Code

2.1 Purpose of the Offer

2.2 Details of Issue

2.3 Minimum Subscription

2.4 Oversubscriptions

2.5 Clearing House Electronic Sub-Register System (“CHESS”) and Issuer Sponsorship

2.6 Privacy Act

2.7 Issue Price

2.8

Applications

2.9 Action Required

2.10 No Underwriting

2.11 Closing Date

2.12 Allotment

2.13 Stock Exchange Quotation

2.14 Use of Funds of the Offer

2.15 Overseas Offers

2.16 Enquiries

2.17 Risk Factors

3.1 TZ Limited

Telezygology, Inc.

Product Development Technologies, Inc.

3.2 About Telezygology, Inc.

Background

Business Progress

3.3 About Product Development Technologies, Inc.

4.1 TZ Infrastructure Protection, Inc.

Overview:

Why Infrastructure Protection:

Business Strategy:

4.2 TZ Packaged Asset Delivery, Inc.

Overview:

TZ Courier ™ :

TZ Concierge™:

Why Packaged Asset Delivery:

Business Strategy:

4.3 TZ Aerospace Asset Maintainability, Inc.

Market Validation:

License Relationship:

5.1 PDT Capability

Strategy Development:

Product Research:

Industrial Design:

User Experience:

Mechanical, Electrical and Software Engineering:

Prototyping and Reliability Test Lab:

Global Sourcing:

5.2 Business Focus

Healthcare:

Defence:

Consumer Goods:

6.1 Introduction

6.2 General Market Risk

6.3 Management of Growth

6.4

Regulatory Factors

6.5 Commercialisation of Key Technologies

6.6 Market for the Company’s technology

6.7 Risk of Product Liability

6.8 Intellectual Property Protection

6.9

Material Contracts

6.10 Competition

6.11 Reliance on Key Personnel

6.12 Business Relationships

6.13 Currency Risk

TZ LIMITED Capital/Financing Update 2010