This Private Placement Invitation document (the Document) must not be reproduced, sent to any third party or used for any other purpose than as specified below, and remains the property of IT MDI–Energy Pty Limited (“IT MDI–Energy”). This disclaimer and all other related disclaimers and cautionary notes include IT MDI–Energy, Moteur Development International s.a. (MDI), IT MDI Pty Ltd, IT-Mondial Pty Ltd (IT-Mondial) and IndraNet Technologies Limited (“ITL” or “IndraNet”).

This Document is provided to the Recipient in strict confidence and, upon request from IT MDI–Energy or its advisors, the recipient must return this Document promptly. Any further information made available to a party that has received this Document will be confidential and any information made available in connection with further enquiries must be kept in confidence and not disclosed to any third party.

The sole purpose of this Document is to assist the recipient in obtaining a general understanding of the IT MDI‐Energy business (the business), the potential of its technology, its market and marketing strategy, its funding requirements, and intended development. The information does not amount to a recommendation either expressly or by implication with respect to the subscription for any shares or investment in the intended business and does not purport to contain all the information that may be required to evaluate the business or any such investment. Consequently, the recipient must take responsibility for checking the accuracy, reliability, and completeness of the information provided and should obtain independent and specific advice from appropriate experts, before acting in any way with respect to the information in this Document

Furthermore, this Document and all other documents concerning IT MDI‐Energy and subsequent briefings are not a prospectus (The Information). This Information has been prepared for information purposes and is being furnished for use by qualifying interested parties in determining whether those interested parties would like to proceed with a prospective investment in IT MDI‐Energy.

This Information is addressed exclusively to parties qualifying under existing regulations, being corporate bodies that are in a position to consider cornerstone and/or strategic investments without recourse to a prospectus or “Sophisticated Investors” as defined in Section 708(8) of the Australian Corporations Act 2001 and/or professional or habitual investors whose principal business is the investment of funds or who, in the course of their business, habitually invest funds and who are not members of the public for the purposes of section 3 (2) (a) of the New Zealand Securities Act 1978. With respect to potential United States (US) investors, the investment detailed in this information memorandum have not been registered under the US Securities Act or the securities law of any US state and would only be offered or sold in reliance on exemptions from the registration requirements of the Securities Act and such laws. The investment has not been approved or disapproved by the securities commission or any state securities commission or regulatory authority nor have the foregoing authorities passed upon or endorsed the merits of the Information or its accuracy or adequacy. Any representation to the contrary is a criminal offence. All such potential investing parties are referred to as "Sophisticated Investors" in the remainder of this Information.

This Information includes an Invitation to Sophisticated Investors to make an offer to invest on the terms set out in this document only in jurisdictions in which such an Invitation or offer is permitted under applicable law.

In its absolute discretion, IT MDI–Energy may update or supplement this Document at any time it deems suitable but without being under any obligation to do so. Any further information will be provided subject to the same terms and conditions as for the present document.

The Information presented in good faith in this Document is based on IT MDI–Energy’s best knowledge. However, none of IT MDI–Energy’s Directors, Executives, representatives or advisers warrant or represent the accuracy or completeness of the information contained in this document or subsequently provided to the recipient by any of them, save for any statutory liability which cannot be excluded. IT MDI–Energy further disclaims all responsibility for any loss or damage which may be incurred by any recipient relying upon the information herein whether that loss or damage is caused by any fault or negligence on the part of IT MDI–Energy or any of its Directors, Executives, representatives, or otherwise.

All forecasts and/or projections in this Document are not representations as to future performance. No representation or warranty is made that any will be achieved. They are provided solely for indicative purposes. They are based on a large number of assumptions that are subject to significant uncertainties and contingencies, many of which are outside the control of IT MDI–Energy. Actual events may vary substantially from the projections or forecasts. The reliance that recipients of this Document place on the forecasts or projections is a matter for their own commercial judgement.

IT MDI–Energy reserves the right to evaluate any offer of funding or investment and to reject any or all proposals without giving reasons for rejection. IT MDI–Energy shall not be liable to compensate the Recipient or any intending investors or funding party for any costs or expenses incurred in reviewing, investigating or analysing any information in relation to the material included in this Document or any related information.

Advisers to IT MDI–Energy have not independently verified the contents of this Document nor have they authorised or caused the issue of this Document. No representation or warranty, expressed or implied, is made and no responsibility is accepted by IT MDI–Energy or the advisers to IT MDI–Energy as to the accuracy or completeness or reasonableness of any information contained in, or any omission from, this Document or any written or oral communications transmitted to the recipient in the course of its evaluations of IT MDI–Energy, the proposed projects and business, and or the IndraNet technology, the MDI technology, or applications of the IndraNet and/or MDI technologies.

IT MDI–Energy is not prepared to make this Document available to any person on any conditions that differ from those set out above.

This Document has been produced for the exclusive use of the recipient and its associated organisations, companies and advisors. This is an important document and should be read in its entirety.

To sum-up, notwithstanding the care and caution with which the above projections were established, based on the best information available to IT MDI–Energy, with consideration of market circumstances and subject to the usual commercial risks, uncertainties and other factors which could cause actual results to differ materially from projected results expressed or implied, IT MDI–Energy acknowledges that the estimates presented here are a forward looking statement. No assurance can be given that the future results covered by this forward-looking statement will be achieved.