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12 November 2007

Company Announcements Platform Australian Securities Exchange Level 4 20 Bridge Street SYDNEY NSW 2000

- By e Lodgement

Dear Sir/Madam

NON-RENOUNCEABLE RIGHTS ISSUE - NOTICE PURSUANT TO PARAGRAPH 708AA (2)(F) OF THE CORPORATIONS ACT 2001 ("ACT")

Real Brand Holdings Limited (ASX:RBH) ( Company or RBH ) announces that it will be offering eligible shareholders the opportunity to acquire additional fully paid ordinary shares in the capital of the Company ( Shares ) via a non-renounceable rights issue ( Rights Issue ) on the basis of one (1) Share for every 1 Share held at the record date of 20 November 2007.

Shares under the Rights Issue will be offered at $0.04 per Share. The maximum number of Shares which may be issued under the Rights Issue is 36,585,750 to raise $1,463,430.

A Notice to Shareholders outlining the Offer details will be mailed to eligible shareholders and for informational purposes, a copy of the proposed Offer Document that will be sent out in due course has been attached to this notice.

NOTICE UNDER s708AA OF THE ACT

The Company hereby notifies ASX under paragraph 708AA(2)(f) of the Act that:

(a) the Company will offer the Shares for issue without disclosure to investors under Part 6D.2 of the Act;
(b) the Company is providing this notice under paragraph 2(f) of section 708AA of the Act;
(c) as at the date of this notice, the Company has complied with the provisions of Chapter 2M of the Act as they apply to the Company;
(d) as at the date of this notice, the Company has complied with section 674 of the Act;
(e) as at the date of this notice, there is no information:

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(i) that has been excluded from a continuous disclosure notice in accordance with the ASX Listing Rules; and
(ii) that investors and their professional advisers would reasonably require for the purpose of making an informed assessment of:
- (A) the assets and liabilities, financial position and performance, profits and losses and prospects of the Company; or
- (B) the rights and liabilities attaching to the Shares;
(f) the potential effect the issue of Shares under the Rights Issue will have on the control of the Company is as follows:
(i) if all members take up their entitlements under the offer then the Rights Issue will have no effect on the control of the Company;
(ii) if some or all members do not take up their entitlements under the offer then the Rights Issue will have an effect on control of the Company in that Arthur Phillip Pty Limited ( Arthur Phillip ), a company controlled by a director of the Company, Mr Richard Poole, has agreed to act as underwriter of the Rights Issue and in the event of a shortfall, Arthur Phillips’s shareholding may increase as follows:

If the Rights Issue is fully subscribed by Shareholders	No effect on control.
If the Rights Issue is subscribed to the extent of 50% (with Arthur Phillip fully subscribing to its entitlement) with 50% reverting to the Underwriter	Arthur Phillip’s shareholding would increase from 9.09% to 29.5%.
If the Rights Issue is subscribed by no other parties other than Arthur Phillip	Arthur Phillip’s shareholding would increase from 9.09% to 54.5 %.

Yours faithfully

REAL BRAND HOLDING LIMITED Philip Suriano DIRECTOR

REAL BRAND HOLDINGS LIMITED ABN 12 110 005 822

OFFER DOCUMENT

For a non-renounceable Entitlement issue of one (1) Share for every one (1) Share held by Shareholders registered at 5:00pm (EST) on 20 November 2007 at an issue price of 4 cents per Share to raise up to approximately $1,463,430 ( Offer ).

The Offer is underwritten by Arthur Phillip Pty Ltd (ABN 55 100 908 101), subject to the performance of sub-underwriters. Details of the underwriting are set out in Section 1.5 of this Offer Document.

IMPORTANT NOTICE

This document is not a prospectus . It does not contain all of the information that an investor would find in a prospectus or which may be required in order to make an informed investment decision regarding, or about the rights attaching to, the New Shares offered by this document.

This document is important and requires your immediate attention. It should be read in its entirety. If you do not understand its content or are in doubt as to the course you should follow, you should consult your stockbroker or professional adviser without delay.

This Offer opens on 26 November 2007 and closes at 5:00pm EST on 10 December 2007.

Valid acceptances must be received before that time.

Please read the instructions in this document and on the accompanying Entitlement and Acceptance Form regarding the acceptance of your Entitlement.

IMPORTANT NOTES

This Offer Document is dated 26 November 2007. No person is authorised to give any information or to make any representation in connection with the Offer which is not contained in this Offer Document. Any information or representation not so contained may not be relied on as having been authorised by the Company in connection with the Offer.

Eligibility

Applications for New Shares by Eligible Shareholders can only be made on an original Entitlement and Acceptance Form, as sent with this Offer Document. The Entitlement and Acceptance Form sets out an Eligible Shareholder's Entitlement to participate in the Offer.

Overseas shareholders

This Offer does not, and is not intended to, constitute an offer in any place or jurisdiction in which, or to any person to whom, it would not be lawful to make such an offer or to issue this Prospectus.

It is not practicable for the Company to comply with the securities laws of overseas jurisdictions having regard to the number of overseas Shareholders, the number and value of the Shares these Shareholders would be offered and the cost of complying with regulatory requirements in each relevant jurisdiction. Accordingly, the Offer is not being extended and Shares will not be issued to Shareholders with a registered address which is outside Australia or New Zealand.

Shareholders resident in New Zealand should consult their professional advisors as to whether any government or other consents are required, or other formalities need to be observed, to enable them to exercise their Entitlements under the Offer.

Privacy Act

If you complete an application for Shares, you will be providing personal information to the Company (directly or by the Company’s share registry). The Company collects, holds and uses 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 we hold about 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 (Cth) (as amended), the Corporations Act 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 Shares, the Company may not be able to accept or process your application.

TABLE	OF CONTENTS
1.	DETAILS OF THE OFFER ....................................................................................................4
2.	ACTION REQUIRED BY SHAREHOLDERS .........................................................................9
3.	RISK FACTORS ...............................................................................................................10
4.	DEFINED TERMS .............................................................................................................14

1. DETAILS OF THE OFFER

1.1 The Offer

The Company is making a non-renounceable pro rata offer of New Shares at an issue price of 4 cents each on the basis of one New Share for every one Share held on the Record Date ( the Offer ) .

The Company intends to apply the funds raised from the Offer towards reviewing and searching for new opportunities in addition to its interest in Real Brand and Business Pty Ltd ( RBB ) and providing a loan of $125,000 to RBB and for general working capital.

As at the Record Date, the Company has on issue 36,585,750 Shares and 8,645,000 unlisted options exerciseable at 25c on or before 30 November 2008 and 220,000 unlisted options exerciseable at 10c on or before 30 June 2008. The Company expects that up to approximately 36,585,750 New Shares will be issued under the Offer.

It is noted that the Company also has an agreement with Ms Virginia Bruce whereby the Company has agreed to issue up to 14,000,000 Shares subject to the Company achieving certain performance targets. These targets have not yet been met and as such the Company and Ms Bruce have agreed to assign the agreement to RBB (on a pro rate basis). As such, Ms Bruce is entitled to be issued with Shares in RBB subject to meeting certain performance targets.

Where the determination of the Entitlement of any Eligible Shareholder results in a fraction of a New Share, such fraction will be rounded up to the nearest whole New Share.

1.2 Timetable

Timetable
Announcement of Rights Issue and Appendix 3B	12 November 2007
Notice sent to security holders Appendix 3B Information	13 November 2007
Ex Date(date from which Shares commence trading without the Entitlement to participate in the Rights Issue)	14 November 2007
Record Date(date for determining Entitlements of Eligible Shareholders to participate in the Rights Issue)	20 November 2007
First cleansing notice and Offer document lodged with ASX	21 November 2007
Offer document Dispatched to Shareholders (expected date of dispatch of Offer Document, Entitlement and Acceptance Forms)	26 November 2007
Rights Issue opens	26 November 2007
*Closing Date 5pm (EST)**	10 December 2007

Notify ASX of undersubscriptions (if any)	12 December 2007
Second cleansing notice lodged with ASX (under Section 708A(5))	13 December 2007
Dispatch holding statements **	13 December 2007
Expected date for normal trading of New Shares to commence on ASX	14 December 2007

Subject to the Listing Rules, the Directors reserve the right to extend the Closing Date for the Offer at their discretion. Should this occur, the extension will have a consequential effect on the anticipated date of issue for the New Shares.

** These dates are indicative only.

1.3 Entitlements and acceptance

The Entitlement of Eligible Shareholders to participate in the Offer will be determined on the Record Date. Your Entitlement is shown on the Entitlement and Acceptance form accompanying this Offer Document.

Acceptances must not exceed your maximum Entitlement (as shown on the Entitlement and Acceptance Form), although you may accept for a lesser number of New Shares should you wish to take up only part of your Entitlement. If your acceptance exceeds your Entitlement, acceptance will be deemed to be for your maximum Entitlement and any surplus application monies will be returned to you.

1.4 No rights trading

The rights to New Shares under the Offer are non-renounceable. Accordingly, there will be no trading of rights on the ASX and you may not dispose of your rights to subscribe for New Shares under the Offer to any other party. If you do not take up your Entitlement to New Shares under the Offer by the Closing Date, the Offer to you will lapse.

1.5 Underwriting

The Company has entered into an underwriting agreement with Arthur Phillip Pty Limited ( Arthur Phillip ), pursuant to which the Offer has, subject to certain terms and conditions (including, without limitation, the performance of subunderwriters), been fully underwritten.

The Company will pay to the Underwriter an underwriting commission equal to 6% of the total aggregate Offer price of the Shares

The Underwriter has the right to terminate the underwriting agreement on the occurrence of certain events. Please refer to section 4.1 for a detailed summary of the underwriting agreement.

The Offer is underwritten by Arthur Phillip, subject to the performance of subunderwriters. This means that the Underwriter will step in and take up any Entitlements which are not accepted by Shareholders.

1.6 Control

The potential effect the issue of Shares under the Rights Issue will have on the control of the Company is as follows:

(a) if all members take up their entitlements under the offer then the Rights Issue will have no effect on the control of the Company;
(b) if some or all members do not take up their entitlements under the offer then the Rights Issue will have an effect on control of the Company in that Arthur Phillip, a company controlled by a director of the Company, Mr Richard Poole, has agreed to act as underwriter of the Rights Issue and in the event of a shortfall, Arthur Phillips’s shareholding may increase as follows:

and in the event of a shortfall, Arthur increase as follows:	Phillips’s shareholding may
If the Rights Issue is fully subscribed by Shareholders	No effect on control.
If the Rights Issue is subscribed to the extent of 50% (with Arthur Phillip fully subscribing to its entitlement) with 50% reverting to the Underwriter	Arthur Phillip’s shareholding would increase from 9.09% to 29.5%.
If the Rights Issue is subscribed by no other parties other than Arthur Phillip	Arthur Phillip’s shareholding would increase from 9.09% to 54.5%.

1.7 Shortfall

If you do not wish to take up any part of your Entitlement you are not required to take any action. That part of your Entitlement not taken up will form part of the Shortfall and will revert to the Underwriter.

The offer of the Shortfall is a separate offer pursuant to this Offer Document. The issue price of any Shares offered pursuant to the Shortfall Offer shall be 4 cents, being the price at which the Entitlement has been offered to Shareholders pursuant to this Prospectus. The Shortfall shall be placed at the direction of the Underwriter, and the Underwriter reserves the right to allot to an Applicant a lesser number of Shares than the number for which the Applicant applies, or to reject an application, or to not proceed with placing the Shortfall (pursuant to the Underwriting Agreement).

1.8 Opening and Closing Dates

The Offer opens on the Opening Date, being 26[th] November 2007. The Company will accept Entitlement and Acceptance Forms until 5:00 pm EST on the Closing Date or such other date as the Directors in their absolute discretion shall determine, subject to the Listing Rules.

1.9 Issue and despatch

The expected dates for issue of New Shares offered by this Offer Document and despatch of holding statements is expected to occur on the dates specified in the Timetable set out in Section 1.2.

It is the responsibility of applicants to determine the allocation prior to trading in

the New Shares. Applicants who sell New Shares before they receive their holding statements will do so at their own risk.

1.10 ASX listing

Application for official quotation by ASX of the New Shares offered pursuant to this Offer Document will be made within 7 days after the date of this Offer Document. If approval is not obtained from ASX before the expiration of 3 months after the date of this Offer Document (or such period as varied by the ASIC) the Company will not issue any New Shares and will repay all application monies for the New Shares within the time prescribed under the Corporations Act, without interest.

The fact that ASX may grant official quotation to the New Shares is not to be taken in any way as an indication of the merits of the Company or the New Shares now offered for subscription.

1.11 CHESS

The Company will apply to ASX to participate in CHESS, 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. 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 Offer Document. The notice will also advise holders of their Holder Identification Number ( HIN ) and explain, for future reference, the sale and purchase procedures under CHESS and issuer sponsorship.

Further monthly statements will be provided to holders if there have been any changes in their security holding in the Company during the preceding month.

1.12 Overseas Eligible Shareholders

No Offer will be made to Eligible Shareholders resident outside Australia and New Zealand.

New Shares to which any Eligible Shareholders who are not resident in Australia or New Zealand would otherwise be entitled will form part of the Shortfall issued to the Underwriter or their nominees (or alternatively may be placed at the discretion of the Directors in the event that the Underwriting Agreement is terminated).

This Offer Document and accompanying Entitlement and Acceptance Form do not, nor are they intended to, constitute an offer in any place in which, or to any person to whom, it would not be lawful to make such an offer.

1.13 Taxation implications

The Directors do not consider it appropriate to give Shareholders advice regarding the taxation consequences of subscribing for New Shares under this Offer Document. The Company, its advisers and its officers do not accept any responsibility or liability for any such taxation consequences to Shareholders.

Shareholders should consult their professional tax adviser in connection with subscribing for New Shares under this Offer Document.

1.14 Risk factors

An investment in New Shares should be regarded as speculative. In addition to the general risks applicable to all investments in listed securities, there are specific risks associated with an investment in the Company which are described in Section 3.

1.15 Enquiries concerning Offer Document

Enquiries concerning the Entitlement and Acceptance Form can be obtained by contacting Registries Limited by telephone on (02) 9290 9600. Enquiries relating to this Offer Document should be directed to the Company Secretary Mr Ian Maltman by telephone on (02) 8257 6500.

2. ACTION REQUIRED BY SHAREHOLDERS

2.1 How to Accept the Offer

Your acceptance of the Offer must be made on the Entitlement and Acceptance Form accompanying this Offer Document. Your acceptance must not exceed your Entitlement as shown on that form. If it does, your acceptance will be deemed to be for the maximum Entitlement.

You may participate in the Offer as follows:

(a) if you wish to accept your Entitlement in full:
(i) complete the Entitlement and Acceptance Form, filling in the details in the spaces provided; and
(ii) attach your cheque for the amount indicated on the Entitlement and Acceptance Form; or
(b) if you only wish to accept part of your Entitlement:
(iii) fill in the number of Shares you wish to accept in the space provided on the Entitlement and Acceptance Form; and
(iv) attach your cheque for the appropriate application monies (at $0.04 per Share); or
(c) if you do not wish to accept all or part of your Entitlement, you are not obliged to do anything.

All cheques must be drawn on an Australian bank or bank draft made payable in Australian currency to “Real Brand Holdings – Share Account” and crossed “Not Negotiable” .

Your completed Entitlement and Acceptance Form and cheque must reach the Company no later than 5:00pm (EST) on the Closing Date.

The Offer is non-renounceable. Accordingly, a holder of Shares may not sell or transfer all or part of their Entitlement.

3. RISK FACTORS

3.1 Introduction

An investment in the Company is not risk free and prospective new investors should consider the risk factors described below, together with information contained elsewhere in this Prospectus, before deciding whether to apply for Shares.

The following is not intended to be an exhaustive list of the risk factors to which the Company is exposed.

3.2 Business Risk

As announced to the market on 13 August 2007, the Company has entered into an agreement with Ms Virginia Bruce, a director and substantial shareholder of the Company, pursuant to which Ms Bruce has agreed to purchase and the Company has agreed to sell an 80% interest in its wholly owned subsidiary Real Brand and Business Pty Ltd ( Privatisation ). The Privatisation is subject to shareholders approving various resolutions relating to it at the Company’s upcoming general meeting of Shareholders.

As a result of the Privatisation, the Company will only retain a 20% interest in the operating business and will need to find a suitable business to acquire. There is no guarantee that the Company will find such a business. Furthermore, if such a business is found, it is likely that ASX will require the Company to re-comply with Chapters 1 and 2 of the ASX Listing Rules. In such a case, it is likely that the Company will issue additional Shares, resulting in existing Shareholders being diluted.

3.3 Economic Risks

General economic conditions, movements in interest and inflation rates and currency exchange rates may have an adverse effect on the Company’s exploration, development and production activities, as well as on its ability to fund those activities.

Further, share market conditions may affect the value of the Company’s quoted securities regardless of the Company’s operating performance. Share market conditions are affected by many factors such as:

(a) general economic outlook;
(b) interest rates and inflation rates;
(c) currency fluctuations;
(d) changes in investor sentiment toward particular market sectors;
(e) the demand for, and supply of, capital; and
(f) terrorism or other hostilities.

3.4 Additional Requirements for Capital

The Company’s capital requirements depend on numerous factors. Depending on the Company’s ability to generate income from its operations, the

Company may require further financing in addition to amounts raised under the capital raising. Any additional equity financing will dilute shareholdings, and debt financing, if available, may involve restrictions on financing and operating activities. If the Company is unable to obtain additional financing as needed, it may be required to reduce the scope of its operations. There is however no guarantee that the Company will be able to secure any additional funding or be able to secure funding on terms favourable to the Company.

3.5 Reliance on Key Management

The responsibility of overseeing the day-to-day operations and the strategic management of the Company depends substantially on its senior management and its key personnel. There can be no assurance given that there will be no detrimental impact on the Company if one or more of these employees cease their employment.

3.6 Share Market Risks

Potential investors should recognise that the prices of Shares fall as well as rise, and the price of the Company's Shares may trade below the issue price.

3.7 Investment Risks Generally

Risks of a general nature relating to investment in Shares generally and especially in the cases of an investment in companies with small market capitalisation.

3.8 Fiscal Risks

Company and industry profitability can be affected by changes in tax policies, the imposition of new taxes, and changes in interpretation and application of policy.

3.9 Foreign Currency Risk

Much of the Company's revenues will be in United States Dollars. As an Australian reporting entity the Company will account and report in Australian dollars. The fact that a company has significant revenue and costs in a currency other that its functional currency can create gains or losses arising from foreign currency translations.

3.10 Changes in Economic Conditions

The Company's business may be affected by changes in general economic conditions, including changes in interest rates.

3.11 Specific Risks

Investors should be aware that an investment in the Company involves risks specifically related to the nature of the business of the Company.

The Shares to be allotted under this prospectus carry no guarantee in respect of future profitability, dividends, return of capital, or the price at which they might trade on ASX,

In addition to the specific risk set out in clause 3.2, specific risks identified by the

directors are:

(a) Reliance on Key Personnel

The Company relies heavily on certain key personnel. Loss of key personnel would have an adverse impact on the Company's performance.

(b) Contract Risks Generally

The Company operates through a series of key contractual relationships with brand partners and service providers. All contracts carry risks associated with the performance by the parties to those contracts of their obligations both as to timeliness and quality of work performed.

(c) Specific Contract Risks

The business of the Company is dependant on contractual and working relationships with brand partners. Most agreements with brand partners contain veto rights over concepts and product design. At a more general level, success will often depend upon good working relationships being developed between key personnel of Real Brand and brand partners.

(d) Management of Growth

The Company has limited management resources. Failure to manage growth effectively could have adverse consequences on the Company's performance if it is unable to identify appropriate management resources in a timely manner.

(e) Sufficiency of Funding

The Company will have limited financial resources and may need to raise additional funds from time to time to finance growth. Any such fundraising will be subject to factors beyond the directors' control, including financial and equity market conditions at the time.

(f) Risks as to Profitability

The ability of the Company to pay dividends will depend on it generating revenue and then deriving sufficient after-tax profits to be elite to do so. The Company is not presently profitable and may not at any time be so.

(g) No Valuation

No formal or informal valuation has been undertaken of the intellectual property or assets of Real Brands. The Company makes no representation as to the value of these assets. Investors should make their own evaluation of these matters having regard to the matters contained in this Offer Document.

(h) Generally

The possibility exists, that for a wide range of reasons, the Company's present strategies, plans, policies, intentions and expectations may

not be able to be implemented.

3.12 Investment Speculative

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 the securities offered under this Prospectus. Therefore, the securities to be issued pursuant to this Prospectus carry no guarantee with respect to the payment of dividends, returns of capital or the market value of those securities.

Potential investors should consider that the investment in the Company is speculative and should consult their professional advisers before deciding whether to apply for securities pursuant to this Prospectus.

4. ADDITIONAL INFORMATION

4.1 Underwriting agreement

The Underwriter has agreed to fully underwrite the Offer. The Underwriting Agreement between the Underwriter and the Company was executed on 12[th] November 2007. The Underwriting Agreement contains the following key terms (defined terms below have the same meaning as given to them in the Underwriting Agreement).

Under the terms of the Underwriting Agreement, the Underwriter is entitled to an underwriting commission of 6.0% on the total funds underwritten of the Offer and, additionally, the Company must pay or reimburse the Underwriter for its reasonable legal and other costs of and incidental to the Rights Issue. The Underwriter may appoint sub-underwriters to sub-underwrite the Offer. The Underwriter is responsible for paying all sub-underwriting fees, handling fees, brokerage and other charges incurred by them in procuring valid applications.

If there is a Shortfall, the Underwriter must, within 21 business days after being notified of such Shortfall, lodge or cause to be lodged with the Company applications for the Underwritten Shares comprising the Shortfall (including the application money).

The Company has made a number of representations and warranties under the Underwriting Agreement, including that the Company has complied with its continuous disclosure requirements. The Company has indemnified the Underwriter and its Directors, officers, employees and advisers against losses arising if these representations and warranties are wrong.

The Underwriter may terminate the Underwriting Agreement and be released from its obligations on the happening of any of the events listed below:

(a) adverse change : any adverse change occurs which materially impacts or is likely to impact the assets, operational or financial position of the Company or a related corporation (including but not limited to an administrator, receiver, receiver and manager, trustee or similar official being appointed over any of the assets or undertaking of the Company or a related corporation).
(b) alteration of capital structure or constitution : the Company alters its capital structure or its constitution without the prior written consent of the Underwriter.
(c) ASX listing : ASX does not give approval for the Shares to be listed for official quotation, or if approval is granted, the approval is subsequently withdrawn, qualified or withheld.
(d) banking facilities : the Company’s bankers terminate or issue any demand or penalty notice or amending the terms of any existing facility or claiming repayment or accelerated repayment of any facility or requiring additional security for any existing facility.
(e) change in laws : any of the following occurs:
(i) the introduction of legislation into the Parliament of the Commonwealth of Australia or of any State or Territory of

Australia; or

(ii) the public announcement of prospective legislation or policy by the Federal Government, or the Government of any State or Territory; or
(iii) the adoption by the ASIC, its delegates, ASX, the Reserve Bank of Australia or any other regulatory authority of any regulations or policy,

which does or is likely to prohibit, restrict or regulate the principal business of the Company, the Offer or the operation of stock markets generally.

(f) default : the Company is in default of any of the terms and conditions of this Agreement or breaches any warranty or covenant given or made by it under this Agreement.
(g) due diligence : there is a material omission from the results of the due diligence investigation performed in respect of the Offer or the results of the investigation or the verification material are false or misleading.
(h) Event of Insolvency : an Event of Insolvency occurs in respect of a related corporation.
(i) extended Force Majeure : a Force Majeure, which prevents or delays an obligation under this Agreement, lasting in excess of 2 weeks occurs.
(j) failure to comply : the Company or any related corporation fails to comply with any of the following:
(i) a provision of its constitution;
(ii) any statute;
(iii) a requirement, order or request, made by or on behalf of the ASIC or any Governmental Agency; or
(iv) any material agreement entered into by it.
(k) general meeting required : ASX or the ASIC or any other governmental agency requires the Company to, or stipulates that the Company should, convene a general meeting to consider any aspect of the issue of the Shares, including, without limitation, the participation of the Underwriter or any sub-underwriter.
(l) hostilities : there is an outbreak of hostilities or a material escalation of hostilities (whether or not war has been declared) after the date of this Agreement involving one or more of Australia, Philippines, Indonesia, Japan, Russia, the United Kingdom, the United States of America, or the Peoples Republic of China.
(m) Index change : the S&P ASX 200 Index as determined at close of trading falls to a level that is 90% or less of the level at the close of trading on the date of this Agreement.
(n) indictable offence : a director of the Company or any related

corporation is charged with an indictable offence.

(o) investigation : any person is appointed under any legislation in respect of companies to investigate the affairs of the Company or a related corporation.
(p) Judgment against a related corporation : a judgment in an amount exceeding $50,000 is obtained against the Company or a related corporation and is not set aside or satisfied within 7 days.
(q) Prescribed Occurrence : a Prescribed Occurrence occurs.
(r) return of capital or financial assistance : the Company or a related corporation takes any steps to undertake a proposal contemplated under section 257A or passes or takes any steps to pass a resolution under section 260B of the Corporations Act, without the prior written consent of the Underwriter.
(s) sub-underwriters : any of the sub-underwriters to the Offer do not comply with their respective obligations under the sub-underwriting agreements or threaten to not comply with their respective obligations under the sub-underwriting agreements.
(t) Suspension of debt payments : the Company suspends payment of its debts generally.

5. DEFINED TERMS

Applicant refers to a person who submits an Entitlement and Acceptance Form.

Application refers to the submission of an Entitlement and Acceptance Form.

ASX means ASX Limited (ACN 008 624 691) or, where the context permits, the Australian Securities Exchange operated by ASX Limited.

Closing Date means 5.00pm (EST) 10 December 2007.

Company means Real Brand Holdings Limited ABN 12 110 005 822.

Directors means the directors of the Company.

Eligible Shareholder means a Shareholder whose details appear on the Company's register of Shareholders as at the Record Date.

Entitlement means the entitlement to subscribe for 1 New Share for every 1 Share held by an Eligible Shareholder on the Record Date and Entitlements has a corresponding meaning.

Entitlement and Acceptance Form means the Entitlement and Acceptance Form accompanying this Offer Document.

Listing Rules means the Listing Rules of the ASX.

New Share means a new Share proposed to be issued pursuant to this Offer.

Offer means the non-renounceable pro rata offer of New Shares at an issue price of 4 cents each on the basis of one New Share for every one Share held on the Record Date pursuant to this Offer Document.

Offer Document means this Offer Document dated 26 November 2007.

Opening Date means 26 November 2007.

Record Date means 20 November 2007.

Section means a section of this Offer Document.

Share means an ordinary fully paid share in the capital of the Company.

Shortfall means those Shares under the Offer not applied for by Shareholders under their Entitlement .

Shortfall Offer means the offer for the Shortfall pursuant to this Offer Document.

Underwriter or Arthur Phillip means Arthur Phillip Pty Ltd (ABN 55 100 908 101).

Shareholder means a holder of Shares.

EST means Australian Eastern Standard Time.