QUESTE COMMUNICATIONS LIMITED — Major Shareholding Notification 2004

Sep 16, 2004

Form 604

Corporations Act

671B

Notice of change in interests of substantial holder

To: Company Name/Scheme: RIVKIN FINANCIAL SERVICES LIMITED (RFS)

58 061 278 045 ABN

1. Details of substantial holders (1)

NameQUESTE COMMUNICATIONS LIMITED(QUE)	ACN / ABNABN 55 081 688 164
There was a change in the interests of the substantial holder on:	15 September 2004
The previous notice was given to the company on:	14 September 2004
The previous notice was dated:	14 September 2004

2. Previous and present voting power

The total number of votes attached to all the voting shares in the company or voting interests in the scheme that the substantial holder or an associate(2) had a relevant interest(3) in when last required, and when now required, to give a substantial holding notice to the company or scheme, are as follows:

Class of securities $(4)$	Previous notice			Present notice
	Person's votes	Voting power(5)	Person's votes	Voting power (5)
Ordinary Shares	1217.465	7.195% (A)	8.904.465	8.877% (A)

$(A)$ Based on RFS total issued share capital being 100,312,134 shares

3. Changes in relevant interests

Particulars of each change in, or change in the nature of, a relevant interest of the substantial holder or an associate in voting securities of the company or scheme, since the substantial holder was last required to give a substantial holding notice to the company or scheme are as follows:

Date of change	Person whose relevantinterest changed	Nature of change (6)	Consideration givenin relation to$change^{(7)}$	Class and number ofsecurities affected	Person's votesaffected
				Ordinary Shares
15/9/04	QUE.	Acquisition of shares onASX by CXL (B)	$267,486	1,241,581	1,241,581
16/904	QUE	Acquisition of shares onASX by CXL (B)	$74,488	345,419	345,419
17/9/04	QUE	Acquisition of shares onASX by CXL (B)	$21,565	100,000	100,000

$(B)$ Please refer to ASIC Form 604 Notice of change in interests of substantial holder in RFS lodged by CXL and dated 17 September 2004.

4. Present relevant interests

Particulars of each relevant interest of the substantial holder in voting securities after the change are as follows:

Holder ofrelevantinterest	Registeredholder ofsecurities	Person entitledto be registeredas holder (8)	Nature of relevant interest( $7$ )	Class and numberof securities andPerson's votes
				Ordinary Shares
CXL	CXL	CXL	Legal, beneficial and registered holder of shares	3,845,994
SOF	SOF	SOF	Legal, beneficial and registered holder of shares	3,400,000
FSL	FSL.	FSL	Legal, beneficial and registered holder of shares	908,471
AEA	AEA	AEA	Legal, beneficial and registered holder of shares	750,000
SOF, AEA	SOF	SOF	Pursuant to a Memorandum of Understanding 30 June 2004	5,058,471
and FSL	FSL	FSL.	(MOU) between SOF, FSL and AEA (a copy of which was
	AEA	AEA	attached to their notice of initial substantial holder dated 30June 2004 as annexure "A" therein)
CXL, SOF,	SOF	SOF	Pursuant to acceptance by SOF, FSL and AEA on 6	8,904,465
AEA and FSL	FSL	FSL.	September 2004 of a proposal by CXL to act co-operatively
	AEA	AEA	in relation to each company's shareholdings in RFS (a copyof which was attached to CXL's notice of initial substantial
	CXL	CXL	holder dated 8 September 2004 as annexure "A" therein)
QUE	CXL.	CXL	QUE is taken under section 608(3)(b) of the	8,904,465
	SOF	SOF	Corporations Act to have a relevant interest insecurities in which CXL has a relevant interest (C)
	FSL.	FSL.
	AEA	AEA

$(C)$ Please refer to ASIC Form 604 Notice of change in interests of substantial holder in RFS lodged by CXL and dated 17 September 2004.

5. Changes in association

The persons who have become associates(2) of, ceased to be associates of, or have change the nature of their association(9) with, the substantial holder in relation to voting interests in the company or scheme are as follows:

Name and ACN/ARSN (if applicable)	Nature of association
No changes

6. Addresses

The addresses of persons named in this form are as follows:

Name	Address
QUE	Level 14, The Forrest Centre, 221 St Georges Terrace, Perth, Western Australia 6000
CXL	Level 14, The Forrest Centre, 221 St Georges Terrace, Perth, Western Australia 6000
SOFCOM LIMITED	Level 19, The Como Centre, 644 Chapel Street, South Yarra, Victoria 3141
ABN 88 087 482 602(SOF)
ALTERA CAPITAL LIMITED	Level 14, The Forrest Centre, 221 St Georges Terrace, Perth, Western Australia 6000
ABN 55 082 541 437(AEA)
FAST SCOUT LIMITED	Level 14, The Forrest Centre, 221 St Georges Terrace, Perth, Western Australia 6000
ABN 94 088 488 724(FSL)

Signature

sign here

date 17 September 2004

print name Victor Ho

Company Secretary date

DIRECTIONS

(1) If there are a number of substantial holders with similar or related relevant interests (ed a corporation and its related corporations. or the manager and trustee of an equity trust), the names could be included in an annexure to the form. If the relevant interests of a group of persons are essentially similar, they may be referred to throughout the form as a specifically named group if the membership of each group, with the names and addresses of members is clearly set out in paragraph 6 of the form.

(2) See the definition of "associate" in section 9 of the Corporations Act.

(3) See the definition of "relevant interest" in sections 608 and 671B(7) of the Corporations Act.

(4) The voting shares of a company constitute one class unless divided into separate classes.

(5) The person's votes divided by the total votes in the body corporate or scheme multiplied by 100.

(6) Include details of:

• any relevant agreement or other circumstance because of which the change in relevant interest occurred. If subsection $(a)$ 671B(4) applies, a copy of any document setting out the terms of any relevant agreement, and a statement by the person giving full and accurate details of any contract, scheme or arrangement, must accompany this form, together with a written statement certifying this contract, scheme or arrangement; and
• any qualification of the power of a person to exercise, control the exercise of, or influence the exercise of the voting $(b)$ powers or disposal of the securities to which the relevant interest relates (indicating clearly the particular securities to which the qualification applies).

See the definition of "relevant agreement" in section 9 of the Corporations Act.

(7) Details of the consideration must include any and all benefits, money and other, that any person from whom a relevant interest was acquired has, or may, become entitled to receive in relation to that acquisition. Details must be included even if the benefit is conditional on the happening or not of a contingency. Details must be included of any benefit paid on behalf of the substantial holder or its associate in relation to the acquisitions, even if they are not paid directly to the person from whom the relevant interest was acquired.

(8) If the substantial holder is unable to determine the identity of the person (eq if the relevant interest arises because of an option) write "unknown".

(9) Give details, if appropriate, of the present association and any change in that association since the last substantial holding notice.

Form 604

Corporations Act

671B

Notice of change in interests of substantial holder

To: Company Name/Scheme: RIVKIN FINANCIAL SERVICES LIMITED (RFS)

ABN 58 061 278 045

1. Details of substantial holders (1)

Name		ACN / ABN
FAROOQ KHAN	(F KHAN)
ISLAND AUSTRALIA PTY LTD	(ISLAND)	A.C.N. 073 447 300
SKIN-PLEX LABORATORIES PTY LTD	(SKIN-PLEX)	A.C.N. 009 424 560
THE ESSENTIAL EARTH PTY LTD	(ESSENTIAL)	A.C.N. 009 029 305
There was a change in the interests of the substantial holder on:		15 September 2004
The previous notice was given to the company on:		14 September 2004
	The previous notice was dated:	14 September 2004

2. Previous and present voting power

The total number of votes attached to all the voting shares in the company or voting interests in the scheme that the substantial holder or an associate(2) had a relevant interest(3) in when last required, and when now required, to give a substantial holding notice to the company or scheme, are as follows:

Class of securities (4)	Previous notice					Present notice
	Voting power (5)Person's votes		Person's votes	Voting power (5)
Ordinary Shares	.217.465	7 195% (A)	8,904,465	8.877% (4)

$(A)$ Based on RFS total issued share capital being 100,312,134 shares

3. Changes in relevant interests

Particulars of each change in, or change in the nature of, a relevant interest of the substantial holder or an associate in voting securities of the company or scheme, since the substantial holder was last required to give a substantial holding notice to the company or scheme are as follows:

Date of change	Person whose relevantinterest changed	Nature of change (6)	Consideration givenin relation tochange (7)	Class and number ofsecurities affected	Person's votesaffected
				Ordinary Shares
15/9/04	Parties named in (1)	Acquisition of shares onASX by CXL (B)	$267,486	1,241,581	1,241,581
16/904	Parties named in (1)	Acquisition of shares onASX by CXL (B)	$74,488	345,419	345,419
17/9/04	Parties named in (1)	Acquisition of shares onASX by CXL (B)	$21,565	100,000	100,000

$(B)$ Please refer to ASIC Forms 604 Notices of change in interests of substantial holder in RFS lodged by QUE and CXL and dated 17 September 2004.

4. Present relevant interests

Particulars of each relevant interest of the substantial holder in voting securities after the change are as follows:

Holder ofrelevantinterest	Registeredholder ofsecurities	Person entitledto be registeredas holder (8)	Nature of relevant interest( $7$ )	Class and numberof securities andPerson's votes
				Ordinary Shares
CXL	CXL	CXL	Legal, beneficial and registered holder of shares	3,845,994
SOF	SOF	SOF	Legal, beneficial and registered holder of shares	3,400,000
FSL	FSL.	FSL.	Legal, beneficial and registered holder of shares	908,471
AEA	AEA	AEA	Legal, beneficial and registered holder of shares	750,000
SOF, AEA	SOF	SOF	Pursuant to a Memorandum of Understanding 30 June 2004	5,058,471
and FSL	FSL	FSL	(MOU) between SOF, FSL and AEA (a copy of which wasattached to their notice of initial substantial holder dated 30
	AEA	AEA	June 2004 as annexure "A" therein)
CXL, SOF,	SOF	SOF	Pursuant to acceptance by SOF, FSL and AEA on 6	8,904,465
AEA and FSL	FSL	FSL.	September 2004 of a proposal by CXL to act co-operativelyin relation to each company's shareholdings in RFS
	AEA	AEA	("Proposal") (a copy of which was attached to CXL's notice
	CXL	CXL	of initial substantial holder dated 8 September 2004 asannexure "A" therein)
QUE	CXL	CXL	QUE is taken under section 608(3)(b) of the Corporations	8.904,465
	SOF	SOF	Act to have a relevant interest in securities in which CXLhas a relevant interest (C)
	FSL.	FSL.
	AEA	AEA
F KHAN,	CXL	CXL	Taken under section 608(3)(a) of the Corporations Act to	8,904,465
ISLAND,SKIN-PLEX,	SOF	SOF	have a relevant interest in securities in which QUE has arelevant interest by reason of having voting power above
ESSENTIAL	FSL.	FSL	20% in QUE (C)
	AEA	AEA

$(C)$ Please refer to ASIC Forms 604 Notices of change in interests of substantial holder in RFS lodged by QUE and CXL and dated 17 September 2004.

5. Changes in association

The persons who have become associates(2) of, ceased to be associates of, or have change the nature of their association(9) with, the substantial holder in relation to voting interests in the company or scheme are as follows:

Name and ACN/ARSN (if applicable)	Nature of association
No changes

6. Addresses

The addresses of persons named in this form are as follows:

F KHAN	Level 14, The Forrest Centre, 221 St Georges Terrace, Perth, WesternAustralia 6000
ISLAND	C/- Attewells, Ground Floor, 83 Havelock Street, West Perth, Western Australia6005
SKIN-PLEX	C/- Attewells, Ground Floor, 83 Havelock Street, West Perth, Western Australia6005
ESSENTIAL	C/- Attewells, Ground Floor, 83 Havelock Street, West Perth, Western Australia6005
QUESTE COMMUNICATIONS LIMITED	Level 14, The Forrest Centre, 221 St Georges Terrace, Perth, Western
A.C.N. 081 688 164 (QUE)	Australia 6000
CENTRAL EXCHANGE LIMITED	Level 14, The Forrest Centre, 221 St Georges Terrace, Perth, Western Australia 6000
ABN 77 000 742 843 (CXL)
SOFCOM LIMITED	Level 19, The Como Centre, 644 Chapel Street, South Yarra, Victoria 3141
ABN 88 087 482 602 (SOF)
ALTERA CAPITAL LIMITED	Level 14, The Forrest Centre, 221 St Georges Terrace, Perth, Western Australia 6000
ABN 55 082 541 437 (AEA)
FAST SCOUT LIMITED	Level 14, The Forrest Centre, 221 St Georges Terrace, Perth, Western Australia 6000
ABN 94 088 488 724 (FSL)

Signature

sian here

17 September 2004 date

print name Faroog Khan

Personally and as Director of ISLAND, capacity SKIN-PLEX and ESSENTIAL

DIRECTIONS

(6) Include details of

(1) If there are a number of substantial holders with similar or related relevant interests (eq a corporation and its related corporations, or the manager and trustee of an equity trust), the names could be included in an annexure to the form. If the relevant interests of a group of persons are essentially similar, they may be referred to throughout the form as a specifically named group if the membership of each group, with the names and addresses of members is clearly set out in paragraph 6 of the form.

(2) See the definition of "associate" in section 9 of the Corporations Act.

(3) See the definition of "relevant interest" in sections 608 and 671B(7) of the Corporations Act.

(4) The voting shares of a company constitute one class unless divided into separate classes.

(5) The person's votes divided by the total votes in the body corporate or scheme multiplied by 100.

any relevant agreement or other circumstance because of which the change in relevant interest occurred. If subsection 671B(4) applies, a copy of any $(a)$ document setting out the terms of any relevant agreement, and a statement by the person giving full and accurate details of any contract, scheme or arrangement, must accompany this form, together with a written statement certifying this contract, scheme or arrangement; and

any qualification of the power of a person to exercise, control the exercise of, or influence the exercise of the voting powers or disposal of the securities $(b)$ to which the relevant interest relates (indicating cleany the particular securities to which the qualification applies).

See the definition of "relevant agreement" in section 9 of the Corporations Act.

(7) Details of the consideration must include any and all benefits, money and other, that any person from whom a relevant interest was acquired has, or may, become entitled to receive in relation to that acquisition. Details must be included even if the benefit is conditional on the happening or not of a contingency. Details must be included of any benefit paid on behalf of the substantial holder or its associate in relation to the acquisitions, even if they are not paid directly to the person from whom the relevant interest was acquired.

(8) If the substantial holder is unable to determine the identity of the person (eg if the relevant interest arises because of an option) write "unknown".

(9) Give details, if appropriate, of the present association and any change in that association since the last substantial holding notice.