TZ LIMITED — Capital/Financing Update 2010

Jan 27, 2010

TZ Limited ABN 26 073 979 272

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27 January 2010

Lodged by ASX Online

The Manager Company Announcements Office ASX Ltd. Level 4, 20 Bridge Street Sydney, NSW 2000

Dear Sir/Madam

AMENDMENT TO TERM SHEET

TZ Limited (the "Company" ) refers to its announcement on 18 September 2009 in respect of the binding term sheet (the “Term Sheet” ) between the Company and QVT Fund LP and Quintessence Fund L.P. (together, “QVT” ) concerning the workout plan for the repayment of the interest and principal owing under the Convertible Note and Option Subscription Deed between the Company and QVT dated 24 December 2007 (the “Convertible Note and Option Deed” ).

The Company and QVT have today agreed to amend the Term Sheet. As a consequence of the amendment to the Term Sheet:

1. Only the following shares that may be issued to QVT will be subject to a 12 month escrow from the respective date of issue:

2. (i) if resolutions 9, 10 and 19 proposed in the Company’s notice of annual general meeting dated 27 January 2010 (the “Notice” ) which is to be sent to shareholders today are passed by shareholders at the Company’s forthcoming annual general meeting, the 12 million shares that may be issued to QVT which are the subject of paragraph (a) of resolution 9;

3. (ii) if resolutions 9, 10 and 19 proposed in the Notice are passed by shareholders at the Company’s forthcoming annual general meeting, the 10 million shares that may be issued to QVT which are the subject of paragraph (b) of resolution 9; and

4. (iii) if resolutions 9, 10 and 19 proposed in the Notice are passed by shareholders at the Company’s forthcoming annual general meeting, any shares issued to QVT which are the subject of paragraphs (c) and (d) of resolution 9.

5. The 1,250,000 shares that were issued to QVT on 7 January 2010 will no longer be subject to a 12 month escrow. Instead, those shares will remain

Sydney (Registered Office) Chicago (Operational Headquarters) ASX: TZL Level 11, 1 Chifley Square 520 West Erie Street, Suite 210 Web: www.tz.net Sydney, NSW 2000 Australia Chicago, IL 60654 United States Email: info@tz.net

ASX Announcement

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in escrow for a period of ten business days from 28 January 2010 and will be released from escrow on 10 February 2010.

1. In respect of the shares subject to escrow, during the escrow period, QVT is not permitted to sell, assign, transfer or otherwise dispose of, or agree or offer to sell, transfer or otherwise dispose of such shares, subject to the following material exceptions:

2. (i) where a third party makes a takeover bid for all of the shares of the Company and acceptances of that bid are received from holders of at least 50% of the shares that are not subject to the escrow arrangement;

3. (ii) where the shares of the Company are to be cancelled or transferred under a scheme of arrangement;

4. (iii) where a third party acquires a relevant interest in 50% of more of the shares of the Company;

5. (iv) where the shares are required to be transferred or otherwise disposed of by operation of law; and

6. (v) where all the shares of the Company cease to be quoted on the ASX or the Company is removed from the Official List of the ASX.

The Company hereby gives notice in accordance with Listing Rule 3.10A that the 1,250,000 ordinary shares issued to QVT on 7 January 2010 will be released from escrow on 10 February 2010.

Yours faithfully, TZ LIMITED

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Mark Bouris Chairman

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