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UNITED STATES SECURITIES AND EXCHANGE COMMISSION

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Form S-1

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Marshall Edwards, Inc.

Delaware

2834

51-0407811

Marshall Edwards, Inc.

The Corporation Trust Company

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With copies to:

David R. Seaton Secretary Marshall Edwards, Inc. 140 Wicks Road North Ryde NSW 2113 Australia (011) 61 2 8877 6196		Steven A. Navarro, Esq. Stephanie M. Gulkin, Esq. Morgan, Lewis & Bockius LLP 101 Park Avenue New York, New York 10178 (212) 309-6000		Robert B. Murphy, Esq. Raymond A. Miller, Esq. Pepper Hamilton LLP Hamilton Square 600 Fourteenth Street, N.W. Washington, D.C. 20005-2004 (202) 220-1200

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   Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement is declared effective.

    If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box:   x

    If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.   o

    If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.   o

    If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.   o

    If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box.   o

CALCULATION OF REGISTRATION FEE

				Proposed Maximum		Proposed Maximum		Amount of
Title of Each Class of		Amount		Offering Price		Aggregate		Registration
Securities to be Registered		to be Registered		Per Unit		Offering Price		Fee
Common stock units consisting of common stock and warrants		2,300,000 units(1)		$6.50(2)(3)		$14,950,000		$1209.46
Common stock, par value $.00000002 per share, underlying units		2,300,000 shares(1)		$ —		$ —		$ —
Warrants underlying units		2,300,000 warrants(1)		$ —		$ —		$ —
Common stock, par value $.00000002 per share, underlying warrants		2,300,000 shares(1)(4)		$7.80(2)		$17,940,000		$1451.35
Totals						$32,890,000		$2660.81

(1)	Includes the overallotment option granted to the underwriter of 300,000 common stock units consisting of 300,000 shares and 300,000 warrants.
(2)	Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(a) under the Securities Act of 1933, as amended.
(3)	The proposed price of $6.50 per common stock unit reflects the price of the common stock and warrants.
(4)	Pursuant to Rule 416 of the Securities Act this registration statement also covers such additional number of shares of common stock that may become issuable under any stock split, stock dividend or similar transaction.

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    The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

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The information contained in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and we are not soliciting an offer to buy these securities in Australia or in any state or other jurisdiction where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED SEPTEMBER 25, 2003

PROSPECTUS

Marshall Edwards, Inc.

2,000,000 Common Stock Units

         This is our initial public offering in the United States. This prospectus covers the sale of up to an aggregate of 2,000,000 common stock units. Each common stock unit consists of:

•	one share of our common stock; and
•	one warrant to purchase a share of our common stock at an exercise price equal to 120% of the initial public offering price.

         The estimated initial public offering price for the common stock units is between $4.50 and $6.50 per unit.

         As part of this offering, we are offering up to an aggregate of 1,500,000 common stock units at the initial public offering price to U.S. holders of ordinary shares and American Depositary Receipts of Novogen Limited, our parent company, that owned their shares as of the close of business on                   , 2003, and to our U.S. stockholders, excluding Novogen, that owned their shares as of the close of business on                   , 2003. See the section entitled “Plan of Distribution — Directed Share Subscription Program.”

         Upon completion of this offering, Novogen will own approximately 91.6% of our outstanding common stock.

         We have applied to list our common stock on The Nasdaq SmallCap Market under the symbol “MSHL.” Our common stock is listed on the Alternative Investment Market of the London Stock Exchange plc under the symbol “MSH.” We will apply to list the shares of common stock being offered hereby on the Alternative Investment Market. The last reported sale price on                   , 2003 was £      per share, or approximately $         per share based on the noon buying rate for sterling of £1.00 = $              on                   , 2003.

         The shares of common stock and warrants comprising the units will separate immediately upon completion of this offering. The warrants will not be listed on any national securities exchange, automated quotation system or on the Alternative Investment Market.

           Investment in the common stock units involves a high degree of risk. See “Risk Factors” beginning on page 6.

Underwritten Public Offering

Underwriting Discounts

Proceeds to

Public Offering Price

and Commissions

Marshall Edwards, Inc.

Per Common Stock Unit

$

$

$

Total

$

$

$

Directed Share Subscription Program

Proceeds to

Public Offering Price

Management Fee

Marshall Edwards, Inc.

Per Common Stock Unit

$

$

$

Total

$

$

$

Aggregate Offering Proceeds

$

         We have granted the underwriter an option to purchase up to an additional 300,000 common stock units at the public offering price, solely to cover over-allotments.

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         Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

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Janney Montgomery Scott LLC

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The date of this prospectus is                     , 2003.

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PROSPECTUS SUMMARY
RISK FACTORS
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
USE OF PROCEEDS
DETERMINATION OF OFFERING PRICE
PRICE RANGE OF OUR COMMON STOCK
DIVIDEND POLICY
CAPITALIZATION
DILUTION
SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
BUSINESS
MANAGEMENT
BENEFICIAL OWNERSHIP OF COMMON STOCK
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
DESCRIPTION OF OUR SECURITIES
SHARES ELIGIBLE FOR FUTURE SALE
PLAN OF DISTRIBUTION
LEGAL MATTERS
EXPERTS
AVAILABLE INFORMATION
ANNEX A
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
SIGNATURES
CERTIFICATE OF INCORPORATION
BYLAWS
AMENDED AND RESTATED LICENSE AGREEMENT
AMEND. & RESTATED MANUFACTURING LICENSE/SUPPLY AGR
AMENDED AND RESTATED LICENSE OPTION DEED
AMENDED AND RESTATED SERICES AGREEMENT
GUARANTEE AND INDEMNITY
MARSHALL EDWARDS INC. SHARE OPTION PLAN
FORM OF OUTSTANDING WARRANT
FORM OF OUTSTANDING WARRANT
SUBSIDIARIES OF MARSHALL EDWARDS, INC.
CONSENT OF ERNST & YOUNG LLP

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TABLE OF CONTENTS

		Page
PROSPECTUS SUMMARY			1
RISK FACTORS			6
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS			15
USE OF PROCEEDS			16
DETERMINATION OF OFFERING PRICE			17
PRICE RANGE OF OUR COMMON STOCK			17
DIVIDEND POLICY			17
CAPITALIZATION			18
DILUTION			19
SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA			20
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS			21
BUSINESS			24
MANAGEMENT			38
BENEFICIAL OWNERSHIP OF COMMON STOCK			42
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS			43
DESCRIPTION OF OUR SECURITIES			49
SHARES ELIGIBLE FOR FUTURE SALE			53
PLAN OF DISTRIBUTION			54
LEGAL MATTERS			56
EXPERTS			56
AVAILABLE INFORMATION			56
ANNEX A — GLOSSARY OF TERMS			A-1
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS			F-1

      No document in connection with this offering, including this prospectus, may be issued or passed on in the United Kingdom to, or is directed at, any person, other than: (i) to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their businesses and otherwise in circumstances which will not result in an offer to the public in the United Kingdom within the meaning of the Public Offers of Securities Regulations 1995 (as amended) and in circumstances where Section 21(1) of the Financial Services and Markets Act 2000 does not apply by virtue of such person being an investment professional as that term is defined in Article 19 of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2001; or (ii) to persons to whom the document may otherwise lawfully be issued. Nothing in this prospectus should be construed as investment advice to any person. If you are a recipient of this prospectus outside of the scope of the above criteria then you may not act upon the content of this prospectus.

      We are not making this offering described in this prospectus in Australia or in any state or other jurisdiction in which it is unlawful to do so nor are we selling or accepting any offers to purchase any shares of our common stock from persons who are residents of such jurisdictions.

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RISK FACTORS

      Investors should carefully consider the following risks, as well as the other information contained in this prospectus before investing in our common stock units. If any of the following risks actually materializes, our business could be harmed, the price of our shares of common stock could decline and investors might lose all or part of their investment.

Risks Related to Our Business

	We have a limited operating history and we are likely to incur operating losses for the foreseeable future.

      Investors should consider our prospects in light of the risks and difficulties frequently encountered by early stage and developmental companies. Although we were incorporated in December 2000, we have only been in operation since May 2002. We have incurred net losses since our inception, including net losses of $3,033,000 and $123,000 for the years ended June 30, 2003 and 2002, respectively. We anticipate that we will incur operating losses and negative cash flow for the foreseeable future. We have not yet commercialized any products and cannot be sure that we will ever be able to do so, or that we may ever become profitable. We expect to expand our clinical trials significantly, which will result in increasing losses, and may continue to incur substantial losses even if we begin to generate revenues from the distribution and sale of phenoxodiol.

	If we are unable to successfully develop and commercialize phenoxodiol or license other viable drug candidates, our ability to sustain future operations will be significantly diminished.

      We are currently developing only one drug, phenoxodiol. We cannot guarantee that phenoxodiol will be successful. Although we have rights to potentially develop other related compounds discovered and developed by Novogen under the terms of our license option deed with Novogen, our rights under the license agreement are limited to the commercialization of phenoxodiol as an anti-cancer agent and these rights specifically exclude phenoxodiol in a topical application. If we are unable to develop successfully and commercialize phenoxodiol or other viable drug candidates, we may be required to cease or reduce our operations.

	If we do not receive regulatory approval for phenoxodiol or such approval is withdrawn, we will not be able to commercialize phenoxodiol.

      We need regulatory approval in order to commercialize phenoxodiol. We may never receive regulatory approval or if we do receive regulatory approval, it may be limited to those disease states and conditions for which phenoxodiol has proven to be safe and effective. Phenoxodiol is currently in Phase II clinical trials in intravenous dosage form to treat late stage ovarian cancer. Phenoxodiol has received IND status in the United States for the oral dosage form. The oral dosage form is also in clinical trials in Australia to treat prostate cancer and SCC. Product approval, if granted, can be withdrawn for failure to comply with regulatory requirements or upon the occurrence of adverse events following commercial introduction. In addition, our ability to market phenoxodiol in overseas countries is contingent upon receiving the required regulatory approvals in those countries. If we cannot commercialize phenoxodiol, we may be required to cease or reduce our operations.

	Our ability to achieve profitability is dependent on a number of factors, some of which are beyond our control.

      Our ability to achieve profitability is dependent on a number of factors, including the ability to successfully complete clinical development efforts, to obtain regulatory approval for phenoxodiol and to successfully commercialize phenoxodiol. We will rely on Novogen to supply phenoxodiol and to provide services to us, including research and development activities, manufacturing and all of our personnel. The amended and restated license agreement, services agreement and manufacturing license and supply agreement with Novogen all provide that the supply of phenoxodiol and the provision of services will be on a “cost plus mark up” basis. We have no direct control over the costs of manufacturing phenoxodiol or of the

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	Final approval by regulatory authorities of phenoxodiol for commercial use may be delayed, limited or prevented, any of which would adversely affect our ability to generate operating revenues.

      Any of the following factors may serve to delay, limit or prevent the final approval by regulatory authorities of phenoxodiol for commercial use:

	•	phenoxodiol is in the early stages of clinical development and we will need to conduct significant clinical testing to prove safety and efficacy before applications for marketing can be filed with the FDA, or with the regulatory authorities of other countries, to approve phenoxodiol for final use;
	•	data obtained from pre-clinical and clinical tests can be interpreted in different ways, which could delay, limit or prevent regulatory approval;
	•	it may take us many years to complete the testing of phenoxodiol or any other drug candidates, and failure can occur at any stage of this process;
	•	negative or inconclusive results or adverse medical events during a clinical trial could cause us to delay or terminate our development efforts;
	•	there is relatively limited scientific understanding of the means by which cells respond to chemical signals that reach them through the bloodstream, which we refer to as multiple signal transduction regulation or MSTR, the class of drug compounds to which phenoxodiol belongs; and
	•	the commercialization of phenoxodiol may be delayed if the FDA or another regulatory authority requires us to expand the size and/or scope of the clinical trials.

	We may not be able to establish the strategic partnerships necessary to market and distribute phenoxodiol.

      A key part of our business plan is to establish relationships with strategic partners. We must successfully contract with third parties to package, market and distribute phenoxodiol. There is no assurance that we will be able to negotiate commercially acceptable licensing or other agreements for the future exploitation of phenoxodiol, including the continued clinical development, manufacture or marketing of phenoxodiol. If we are unable to successfully contract for these services, or if arrangements for these services are terminated, we may have to delay our commercialization program for phenoxodiol, which will adversely affect our ability to generate operating revenues.

	We may not be able to secure and maintain suitable research institutions to conduct our clinical trials.

      We rely on hospitals and cancer clinics to conduct our clinical trials. If we are unable to retain suitable research institutions on acceptable terms, or if any resulting agreement is terminated and we are unable to quickly replace the applicable research institution with another qualified institution, the research could be delayed and we may be unable to complete development of, or commercialize, phenoxodiol, which will adversely affect our ability to generate operating revenues.

	Any failure in our clinical trials could impair the commercial prospects for phenoxodiol.

      Clinical trials have a high risk of failure. A number of companies in the pharmaceutical industry, including biotechnology companies, have suffered significant setbacks in advanced clinical trials, even after achieving promising results in earlier trials. If we experience delays in the testing or approval process or need to perform more or larger clinical trials than originally planned, our commercial prospects for phenoxodiol or any other drug candidates may be impaired and we may be required to cease or reduce our operations.

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	We may need to raise additional funds to cover our operating expenses due to a number of factors, some of which are beyond our control.

      Based on our current plans, we believe that the net proceeds of this offering will provide sufficient funds to complete the current Phase Ib/IIa and Phase II clinical trials and to commence Phase II clinical trials of phenoxodiol as a monotherapy in earlier stage cancers and to commence Phase II clinical trials of phenoxodiol in combinational therapy with other anti-cancer drugs for late stage chemo-resistant tumors. We will require additional funds, however, to further the evaluation beyond these current objectives and to pursue the commercialization of phenoxodiol.

      The actual amount of funds that we will need will be determined by many factors, some of which are beyond our control. As a result, we may need additional funds sooner than we currently anticipate. These factors include:

	•	the progress of research activities;
	•	the number and scope of research programs;
	•	the progress of pre-clinical and clinical development activities;
	•	the progress of the development efforts of Novogen or any other parties with whom we enter into research and development agreements;
	•	our ability to establish and maintain current and new research and development and licensing arrangements;
	•	our ability to achieve milestones under licensing arrangements;
	•	the costs involved in enforcing or defending patent claims and other intellectual property rights; and
	•	the costs and timing of regulatory approvals.

      If our capital resources are insufficient to meet future capital requirements, we will have to raise additional funds. If we are unable to obtain additional funds on favorable terms we may be required to cease or reduce our operations. Also, if we raise more funds by selling additional shares of our common stock or securities convertible into or exercisable for shares of our common stock, your ownership interests may be diluted.

	Our commercial opportunity will be reduced or eliminated if competitors develop and market products that are more effective, have fewer side effects or are less expensive than phenoxodiol.

      The development of phenoxodiol or drug candidates is highly competitive. A number of other companies have products or drug candidates in various stages of pre-clinical or clinical development to treat prostate cancer, ovarian cancer, SCC and other cancers that are the current focus of phenoxodiol. Some of these potential competing drugs are further advanced in development than phenoxodiol and may be commercialized earlier. Even if we are successful in developing effective drugs, phenoxodiol may not compete successfully with products produced by our competitors.

      Our competitors include pharmaceutical companies and biotechnology companies, as well as universities and public and private research institutions. In addition, companies active in different but related fields represent substantial competition for us. Many of our competitors have significantly greater capital resources, larger research and development staffs and facilities and greater experience in drug development, regulation, manufacturing and marketing than us. These organizations also compete with us to recruit qualified personnel, attract partners for joint ventures and license technologies that are competitive with ours. As a result, our competitors may be able to more easily develop technologies and products that would render our technologies or our drug candidates obsolete or non-competitive.

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	Our right to develop and exploit phenoxodiol is subject to the terms and conditions of certain agreements with Novogen and such rights may be terminated under circumstances pursuant to those agreements, some of which may be beyond our control.

      We have licensed the intellectual property in the phenoxodiol technology from Novogen. All forms of administering phenoxodiol for the treatment of cancer are licensed to us, excluding topical applications. If we fail to meet our obligations under our license agreement, the manufacturing license and supply agreement or the services agreement with Novogen, any or all of these agreements may be terminated by Novogen and we could lose our rights to develop phenoxodiol. In addition, each of these agreements may be terminated immediately by Novogen in the event that we undergo a change of control without the consent of Novogen. A “change of control” means a change in control of more than half the voting rights attaching to the shares of our subsidiary, a change in control of more than half of the issued shares of our subsidiary (not counting any share which carries no right to participate beyond a specified amount in the distribution of either profit or capital) or a change in control of the composition of the board of directors of our subsidiary.

	License rights comprise our most significant assets and a loss of these rights will likely cause us to cease operations.

      The rights granted to us under our license agreement, the manufacturing license and supply agreement and the license option deed with Novogen are our only significant assets. Any loss of the rights under any of these agreements will significantly reduce our asset base and likely cause us to cease operations.

	The success of phenoxodiol is largely dependent on Novogen’s ability to obtain and maintain patent protection and preserve trade secrets, which cannot be guaranteed.

      Patent protection and trade secret protection are important to our business and our future will depend, in part, on our ability and the ability of Novogen to maintain trade secret protection, obtain patents and operate without infringing the proprietary rights of others both in the United States and abroad. Litigation or other legal proceedings may be necessary to defend against claims of infringement, to enforce our patents, or to protect our trade secrets or the trade secrets of Novogen. Such litigation could result in substantial costs and diversion of our management’s attention.

      The patent positions of pharmaceutical and biotechnology companies can be highly uncertain and involve complex legal and factual questions. Novogen has applied for patents in a number of countries with respect to the use of phenoxodiol for the treatment, prevention or cure of cancer. We have licensed both issued patents and pending patent applications from Novogen. Novogen has issued patents in the United States, Australia and Singapore covering the use of phenoxodiol to prevent or treat skin cancer from ultraviolet damage. Novogen also has patents issued in Australia, Hong Kong, New Zealand and the United Kingdom related to phenoxodiol for the treatment of a variety of cancers and has recently received a notice of allowance in the U.S. that is also related to phenoxodiol for the treatment of a variety of cancers.

      Novogen’s applications may not proceed to grant or may be amended to reduce the scope of protection of any patent granted. The applications and patents may also be opposed or challenged by third parties. Our commercial success will depend, in part, on the ability of Novogen and us to obtain and maintain effective patent protection for the technologies underlying phenoxodiol and other compounds, and to successfully defend patent rights in those technologies against third-party challenges. As patent applications in the United States are maintained in secrecy until published or issued and as publication of discoveries in the scientific or patent literature often lag behind the actual discoveries, we cannot be certain that Novogen was the first to make the inventions covered by its pending patent applications or issued patents or that it was the first to file patent applications for such inventions. Additionally, the breadth of claims allowed in biotechnology and pharmaceutical patents or their enforceability cannot be predicted. We cannot be sure that any additional patents will issue from any of Novogen’s patent

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	In the event that Novogen does not comply with its obligations under a grant from the Australian government under which phenoxodiol was developed in part, our rights to use the intellectual property relating to phenoxodiol and developed by Novogen may revert back to the Australian government.

      Novogen developed phenoxodiol in part using funds from the Australian government under what is known as the START Program. Although Novogen believes that it has complied with its obligations under the START Program, if the Australian government disagrees, or if Novogen undergoes a change of control, the Australian government has a right to demand that intellectual property created during the course of the project funded by the grant be vested back in the Australian government. The Australian government may then license the intellectual property rights related to phenoxodiol to other parties and may demand other intellectual property rights from Novogen. Any such reclamation by the Australian government could preclude our use of Novogen’s intellectual property in the development and commercialization of phenoxodiol and we may have to compete with other companies to whom the Australian government may license the intellectual property.

	Claims by other companies that we infringe their proprietary technology may result in liability for damages or stop our development and commercialization efforts.

      The pharmaceutical industry is highly competitive and patents have been applied for by, and issued to, other parties relating to products competitive with phenoxodiol. Therefore, phenoxodiol and any other drug candidates may give rise to claims that they infringe the patents or proprietary rights of other parties existing now and in the future. Furthermore, to the extent that we or Novogen or our respective consultants or research collaborators use intellectual property owned by others in work performed for us or Novogen, disputes may also arise as to the rights in such intellectual property or in resulting know-how and inventions. An adverse claim could subject us to significant liabilities to such other parties and/or require disputed rights to be licensed from such other parties.

      We cannot be sure that any license required under any such patents or proprietary rights would be made available on terms acceptable to us, if at all. If we do not obtain such licenses, we may encounter delays in product market introductions, or may find that the development, manufacture or sale of products requiring such licenses may be precluded. We have not conducted any searches or made any independent investigations of the existence of any patents or proprietary rights of other parties.

	We may be subject to substantial costs stemming from our defense against third-party intellectual property infringement claims.

      Third parties may assert that we or Novogen are using their proprietary information without authorization. Third parties may also have or obtain patents and may claim that technologies licensed to or used by us infringe their patents. If we are required to defend patent infringement actions brought by third parties, or if we sue to protect our own patent rights, we may be required to pay substantial litigation costs and managerial attention may be diverted from business operations even if the outcome is not adverse to us. In addition, any legal action that seeks damages or an injunction to stop us from carrying on our commercial activities relating to the affected technologies could subject us to monetary liability and require us or Novogen or any third party licensors to obtain a license to continue to use the affected technologies. We cannot predict whether we or Novogen would prevail in any of these types of actions or that any required license would be made available on commercially acceptable terms or at all.

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	The enforcement of civil liabilities against our officers and directors may be difficult.

      All of our officers and directors are residents of jurisdictions outside the United States. As a result, it may be difficult for you to effect service of process within the United States upon our officers and directors or to enforce judgments obtained against our officers and directors or us in United States courts.

	Our revenue is affected by fluctuations in currency exchange rates.

      Much of our expenditures and potential revenue will be spent or derived outside of the United States. As a result, fluctuations between the United States dollar and the currencies of the countries in which we operate may increase our costs or reduce our potential revenue. At present, we do not engage in hedging transactions to protect against uncertainty in future exchange rates between particular foreign currencies and the U.S. dollar.

	We are authorized to issue a class of blank check preferred stock, which could adversely affect the holders of our common stock.

      Our certificate of incorporation allows us to issue a class of blank check preferred stock with rights potentially senior to those of our common stock without any further vote or action by the holders of our common stock. The issuance of preferred stock could decrease the amount of earnings and assets available for distribution to the holders of our common stock or could adversely affect the rights and powers, including voting rights, of such holders. In certain circumstances, such issuance could have the effect of decreasing the market price of our shares, or making a change in control of us more difficult.

Risks Related to Our Relationship with Novogen

	As our majority stockholder, Novogen will have the ability to determine the outcome of all matters submitted to our stockholders for approval and Novogen’s interests may conflict with our’s or our other stockholders’ interests.

      Upon completion of this offering, Novogen will beneficially own approximately 91% of our outstanding shares of common stock assuming no additional warrants are exercised. As a result, Novogen will have the ability to effectively determine the outcome of all matters submitted to our stockholders for approval, including the election and removal of directors and any merger, consolidation or sale of all or substantially all of our assets.

      Novogen will have the ability to effectively control our management and affairs. Novogen’s interests may not always be the same as that of our other stockholders. In addition, this concentration of ownership may harm the market price of our shares by:

	•	delaying, deferring or preventing a change in control;
	•	impeding a merger, consolidation, takeover or other business combination involving us;
	•	discouraging a potential acquirer from making a tender offer or otherwise attempting to obtain control of us; or
	•	selling us to a third party.

	A majority of our directors are officers and/or directors of Novogen which may create a conflict of interest.

      Four of our six existing board members, including our Chairman, currently serve as board members of Novogen. Our President and Chief Executive Officer, Christopher Naughton, is the Managing Director of Novogen. Our Chief Financial Officer and Secretary, David Ross Seaton, is the Chief Financial Officer of Novogen. Simultaneous service as a Novogen director or officer can create, or appear to create, a conflict of interest, when such directors or officers are presented with decisions that could have different implications for us and for Novogen.

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	Novogen can compete with us.

      We have no contract, arrangement or understanding with Novogen to preclude it from developing a product which may be competitive with phenoxodiol or to use phenoxodiol for any uses other than anti-cancer applications. Novogen has reserved the intellectual property rights and know-how rights relating to topical applications of phenoxodiol even in the field of cancer. There can be no assurance that Novogen or its subsidiaries will not pursue alternative technologies or product candidates either on its own or in collaboration with others, as a means of developing treatments for the conditions targeted by phenoxodiol or any other product candidate which we seek to exploit.

	We are dependent on Novogen for our personnel.

      We have no employees. We rely on Novogen to provide or procure the provision of staff and other financial and administrative services under our services agreement with Novogen. To successfully develop phenoxodiol, we will require ongoing access to the personnel who have, to date, been responsible for the development of phenoxodiol. The services agreement does not specify a minimum amount of time that Novogen employees must devote to our operations. If we are unable to secure or if we lose the services of these personnel, the ability to develop phenoxodiol could be materially impaired. Moreover, if our business experiences substantial and rapid growth, we may not be able to secure the services and resources we require from Novogen or from other persons to support that growth.

	We are largely dependent on Novogen for our supply of phenoxodiol and, should Novogen be unable to supply commercial quantities of phenoxodiol, it may be difficult to secure an alternative source.

      It is currently intended that phenoxodiol will be supplied to us in its primary manufactured form by Novogen under the manufacturing license and supply agreement. As the manufacturing process for phenoxodiol has not been tested in the quantities needed for commercial sales, we may be unable to receive the necessary quantities in a timely manner. In addition, in order for Novogen to supply commercial quantities of phenoxodiol in due course, it will need to build a new manufacturing plant. Significant additional capital will be required to build the plant. Such capital may not be available to Novogen.

Risks Related to this Offering

	An active trading market for shares of our common stock may not develop following their admission to The Nasdaq SmallCap Market.

      Prior to this offering, there has not been a public trading market for our common stock in the United States. An active, liquid trading market for our common stock may not develop or be maintained following this offering. As a result, you may not be able to sell your shares quickly or at the market price. The initial public offering price of our common stock units was determined by negotiation between us and the underwriter based on a number of factors, including the historic trading prices of our common stock on the Alternative Investment Market of the London Stock Exchange, which may not be indicative of prices that will prevail in the U.S. trading market. The market price of our common stock on the Nasdaq SmallCap Market may decline below the initial offering price, and you may not be able to resell your shares of our common stock at or above the initial offering price.

	There may not be a market for the warrants and you may have difficulty selling your warrants.

      There is currently no public market for the warrants that are being offered by this prospectus. We do not intend to list the warrants on any national securities exchange, automated quotation system or on the Alternative Investment Market of the London Stock Exchange. No assurance can be given that an active trading market will develop or as to the liquidity or sustainability of any such market. Accordingly, you may not be able to sell your warrants.

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	The trading price of the shares of our common stock could be highly volatile, your investment could decline in value, and we may incur significant costs from class action litigation.

      The trading price of our common stock could be highly volatile in response to various factors, many of which are beyond our control, including:

	•	developments concerning phenoxodiol;
	•	announcements of technological innovations by us or our competitors;
	•	new products introduced or announced by us or our competitors;
	•	changes in financial estimates by securities analysts;
	•	actual or anticipated variations in operating results;
	•	expiration or termination of licenses, research contracts or other collaboration agreements;
	•	conditions or trends in the regulatory climate and the biotechnology, pharmaceutical and genomics industries;
	•	changes in the market valuations of similar companies;
	•	the liquidity of any market for our securities;
	•	trading prices of our common stock on the Alternative Investment Market of the London Stock Exchange; and
	•	additional sales by us or Novogen of shares of our common stock.

      In addition, equity markets in general, and the market for biotechnology and life sciences companies in particular, have experienced substantial price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of companies traded in those markets. In addition, changes in economic conditions in the United States, Europe or globally, could impact upon our ability to grow profitably. Adverse economic changes are outside our control and may result in material adverse impacts on our business or our results of operations. These broad market and industry factors may materially affect the market price of our shares of common stock, regardless of our development and operating performance. In the past, following periods of volatility in the market price of a company’s securities, securities class-action litigation has often been instituted against that company. Such litigation, if instituted against us could cause us to incur substantial costs and divert management’s attention and resources.

	You will experience immediate and substantial dilution as a result of this offering and may experience additional dilution in the future.

      If you purchase common stock in this offering, you will pay more for your shares than the amounts paid by existing stockholders for their shares. As a result, you will incur immediate and substantial dilution of $          per share, representing the difference between our pro forma net tangible book value per share after giving effect to this offering and the initial public offering price. In addition, purchasers of shares of our common stock in this offering will have contributed approximately           % of the aggregate price paid by all purchasers of our stock, but will own only approximately           % of the shares of our common stock outstanding after this offering based on the number of shares of our common stock outstanding as of June 30, 2003. If the holders of the currently outstanding warrants exercise those warrants at prices below the initial public offering price, you will experience further dilution. We may also acquire other companies or technologies or finance strategic alliances by issuing equity, which may result in additional dilution to our stockholders.

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	You will not be able to exercise the warrants offered hereby if we do not maintain the effectiveness of the registration statement and a current prospectus.

      If we do not maintain an effective registration statement and a current prospectus or comply with applicable state securities laws, you may not be able to exercise the warrants offered hereby. In order for you to be able to exercise the warrants, the shares underlying the warrants must be covered by an effective registration statement and a current prospectus and be qualified for sale or exempt from qualification under the applicable securities laws of the state in which you reside. Although we cannot assure you that we will actually be able to do so, we will use our best efforts to:

	•	maintain an effective registration statement and a current prospectus covering the shares of our common stock underlying the warrants at all times when the market price of the common stock exceeds the exercise price of the warrants until the expiration of the warrants, and
	•	maintain the registration of such shares under the securities laws of the states in which we initially qualify the common stock units for sales in this offering.

	There can be no assurance that the trading price of our common stock will exceed the exercise price of the warrants being sold in this offering.

      The warrants will entitle the holders to purchase one share of our common stock at an exercise price equal to 120% of the initial public offering price anytime after issuance until the warrants expire on the third anniversary of their issuance. There can be no assurance that the trading prices of our common stock will exceed the exercise price of the warrants. As a result, your warrants could expire and have no value.

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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

      This prospectus includes forward-looking statements. All statements other than statements of historical facts contained in this prospectus, including statements regarding our future financial position, business strategy and plans and objectives of management for future operations, are forward-looking statements. The words “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “should,” “plan,” “expect” and similar expressions, as they relate to us, are intended to identify forward-looking statements. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our financial condition, results of operations, business strategy and financial needs. These forward-looking statements are subject to a number of risks, uncertainties and assumptions described in “Risk Factors” and elsewhere in this prospectus, including, among other things:

	•	receipt of regulatory approvals;
	•	successful completion of clinical trials;
	•	continued cooperation and support of Novogen, our parent;
	•	future expenses and financing requirements; and
	•	competition and competitive factors.

      These risks are not exhaustive. Other sections of this prospectus may include additional factors which could adversely impact our business and financial performance. Moreover, we operate in a very competitive and rapidly changing environment. New risk factors emerge from time to time and it is not possible for us to predict all risk factors, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements.

      You should not rely upon forward-looking statements as predictions of future events. We cannot assure you that the events and circumstances reflected in the forward-looking statements will be achieved or occur. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements.

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USE OF PROCEEDS

      We expect to receive approximately $                     million in net proceeds from this offering ($                    if the underwriter exercises its over-allotment option in full), assuming an initial public offering price of $          per common stock unit, the midpoint of the range set forth on the cover page of this prospectus, after deducting underwriting discounts and commissions and estimated offering expenses.

      We intend to use the net proceeds from this offering as follows:

	•	approximately $1.1 million will be used to commence Phase II clinical trials studies of phenoxodiol as a monotherapy in early-stage prostate cancer, SCC of the cervix, vagina and vulva, and possibly other tumors such as breast cancer where diagnosis of early stage disease is available;
	•	approximately $4.2 million will be used to commence Phase II clinical trials of phenoxodiol in combinational therapy with standard anti-cancer drugs for late-stage, chemo-resistant ovarian cancer, and possibly other tumors such as renal cancer; and
	•	the remainder for general corporate purposes, including potential payments to Novogen under the terms of the license agreement.

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DETERMINATION OF OFFERING PRICE

      Prior to this offering, there has been no trading market for our common stock in the United States. Our common stock is listed on the Alternative Investment Market of the London Stock Exchange (the AIM). The initial public offering price will be determined by negotiation between us and the underwriter based on a number of factors, including the historic trading prices of our common stock on the AIM, that may not be indicative of prices that will prevail in the trading market for our common stock in the United States.

PRICE RANGE OF OUR COMMON STOCK

      Our common stock has traded on the AIM since May 2002 under the symbol “MSH”. The following table sets forth, for the periods indicated, the high and low closing sale prices for our common stock as reported by the London Stock Exchange. The trading price for our shares of common stock on the AIM are quoted in sterling (£), the lawful currency of the United Kingdom.

Quarter Ended		High				Low
June 30, 2002.			£2.80				£2.30
September 30, 2002			£2.50				£2.30
December 31, 2002.			£2.48				£2.42
March 31, 2003.			£2.46				£2.25
June 30, 2003.			£3.55				£2.30

      The following table sets forth, for the period indicated, the high, low, average and period-end noon buying rate for sterling, expressed in dollars per sterling in New York City as certified for customs purposes by the Federal Reserve Bank of New York.

Quarter Ended		High				Low				Average				Period-End
June 30, 2002		$	1.5285			$	1.4310			$	1.4615			$	1.5245
September 30, 2002		$	1.5800			$	1.5192			$	1.5497			$	1.5700
December 31, 2002		$	1.6095			$	1.5418			$	1.5714			$	1.6095
March 31, 2003		$	1.6482			$	1.5624			$	1.6025			$	1.5790
June 30, 2003		$	1.6840			$	1.5500			$	1.6183			$	1.6529

      On                     , 2003, the closing sales price of our common stock as reported by the London Stock Exchange was £  per share, or approximately $          per share based on the noon buying rate for sterling of £1.00 = $                    on                     , 2003.

DIVIDEND POLICY

      We have never declared or paid any cash dividends on our capital stock. We currently intend to retain future earnings, if any, to finance the operation and expansion of our business. Therefore, we do not anticipate paying any cash dividends on our capital stock in the foreseeable future. In addition, if we were to borrow against any credit facility that we may enter into, we may be prohibited from paying cash dividends.

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CAPITALIZATION

      The following table sets forth our capitalization as of June 30, 2003:

	•	on an actual basis; and
	•	as adjusted to reflect the effect of the sale of a total of 2,000,000 common stock units in this offering at an assumed initial public offering price of $          per unit, the midpoint of the range set forth on the cover of the prospectus.

      This table should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the consolidated financial statements and the notes thereto included elsewhere in this prospectus.

			As of June 30, 2003
			Actual				As Adjusted
			(dollars in thousands)
Cash and cash equivalents			$	7,244			$	17,100
Short-term debt
	Current portion of long-term debt			—				—
Long-term debt
	Bank borrowings			—				—
Stockholders’ equity: preferred stock, $0.01 par value, 100,000 shares authorized; no shares issued and outstanding				—				—
	Common stock, $0.00000002 par value, 113,00,000 shares authorized, 52,032,000 shares issued and outstanding actual and 54,032,000 shares issued and outstanding as adjusted
	Additional paid-in-capital			9,058				18,914
	Deficit accumulated during development stage			(3,156	)			(3,156	)
Accumulated other comprehensive income				31				31
Total stockholders’ equity				5,933				15,789
Total debt and stockholders’ equity			$	5,933			$	15,789

      This table excludes 2,514,000 shares of our common stock issuable upon exercise of our outstanding warrants. The outstanding warrants have an exercise price of $4.00 per share and expire on November 30, 2003.

      This table also excludes 2,000,000 shares of our common stock that may be issued upon exercise of the warrants that are included in the units being offered by this prospectus.

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DILUTION

      If you invest in our common stock units, your interest will be diluted to the extent of the difference between the initial public offering price per share of our common stock units, attributing no value to the warrants that are included in the common stock units, and the pro forma as adjusted net tangible book value per share of our common stock immediately after this offering. Pro forma net tangible book value per share represents the amount of our total tangible assets less total liabilities, divided by the pro forma number of shares of our common stock outstanding. Investors participating in this offering will incur immediate, substantial dilution.

      Our net tangible book value at June 30, 2003, before adjustment for this offering, was approximately $5,933,000, or approximately $0.11 per share. After giving effect to the sale of 2,000,000 common stock units in this offering, at an assumed initial public offering price of $5.50 per unit, the midpoint of the range set forth on the cover page of this prospectus, and after deducting the estimated offering expenses, our as adjusted net tangible book value at June 30, 2003 would have been $15,789,000 or $0.29 per share. This represents an increase in net tangible book value of $0.18 per share to our existing stockholders and an immediate dilution (i.e., the difference between the public offering price per unit, attributing no value to the warrants that are included in the common stock units, and the net tangible book value per share adjusted for this offering) at June 30, 2003 of $5.21 per share to purchasers of the common stock units offered hereby. The following table illustrates this per share dilution:

Assumed initial public offering price per unit							$	5.50
	Net tangible book value per share at June 30, 2003		$	5,933
	Increase in net tangible book value per share attributable to the new investors			9,856
As adjusted net tangible book value per share after this offering								0.29
Dilution per share to new investors							$	5.21

      The above table excludes the possible exercise of our 2,514,000 outstanding warrants which have an exercise price of $4.00 per share and expire on November 30, 2003.

      Assuming the underwriter’s over-allotment option is exercised in full, the net tangible book value at June 30, 2003 would have been $17,324,000, or $0.32 per share, the immediate increase in net tangible book value of shares owned by existing stockholders would have been $0.21 per share, and the immediate dilution to purchasers of the common stock units in this offering would have been $5.29 per share.

      The following table summarizes at June 30, 2003, after giving effect to the sale of 2,000,000 common stock units at an assumed initial public offering price of $5.50 per unit, the midpoint of the range set forth on the cover page of this prospectus, the number of shares of common stock purchased from us, the total consideration paid to us for those shares, attributing no value to the warrants that are included in the common stock units, and the consideration given by the existing stockholders and by the new investors assuming approximately 54,032,000 shares of our common stock are outstanding:

			Shares Purchased								Total Consideration								Average
																			Price
			Number				Percent				Amount				Percent				Per Share
			(in thousands)								(in thousands)
Existing stockholders				52,032				96			$	10,128				48			$	0.19
New investors				2,000				4				11,000				52			$	5.50
	Total			54,032				100			$	21,128				100

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SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA

      The following table shows selected historical financial data for the years ended June 30, 2003 and 2002. This information has been derived from our audited consolidated financial statements included in this prospectus.

      The information below should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Risk Factors” and the consolidated financial statements and the notes thereto included elsewhere in this prospectus.

										Period from
		Year Ended								December 1, 2000
		June 30,								through June 30,
		2003				2002				2003
		(in thousands, except share and per share data)
Statement of Operations Data:
Interest and other income		$	145			$	7			$	152
Net loss arising during development stage		$	(3,033	)		$	(123	)		$	(3,156	)
Net loss per common share		$	(0.058	)		$	(0.002	)
Weighted average shares used to calculate loss per share			52,023,247				49,769,581
Common stock outstanding at year end			52,032,000				52,023,000

		June 30,
		2003				2002
		(in thousands)
Balance Sheet Data:
Cash and cash equivalents		$	7,244			$	9,164
Total assets			7,286				9,185
Shareholders’ equity			5,933				8,899

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF

      The following discussion and analysis should be read in conjunction with our consolidated financial statements and the notes thereto appearing elsewhere in this prospectus. Our fiscal year ends June 30. We commenced business operations in May 2002, and as a result our financial results for fiscal 2003 represent our first full year of operations.

Results of Operations

      We are a development stage company that is principally engaged in the clinical development of the anti-cancer drug phenoxodiol, which Novogen has licensed to us. Our main focus during fiscal 2003 was to undertake human clinical testing of phenoxodiol. We do not employ any staff directly but obtain services from Novogen under a services agreement.

      We recorded a consolidated loss of $3,033,000 and $123,000 for the fiscal years ended June 30, 2003 and 2002, respectively. We have not generated any revenues from operations since our inception. We have, however, received interest on our cash assets of $145,000.

      Consolidated operating expenses for fiscal 2003 were $3,178,000 versus $129,000 for fiscal 2002. Our major operating expenses are the costs associated with conducting the clinical trials of phenoxodiol, which were $1,089,000, and the costs incurred under the license agreement and the services and manufacturing agreements with Novogen including the cost of the clinical trial drug supplies, which were $1,740,000. See “Certain Relationships and Related Transactions.”

      We intend to continue the clinical development of phenoxodiol and to assess the opportunity to license other cancer drugs developed by Novogen as the opportunities arise.

Liquidity and Capital Resources

      At the end of fiscal 2003, we had cash resources of $7,244,000. Funds are invested in short-term money market accounts, pending use. The implementation of our business plan is dependent on our ability to maintain adequate cash resources to complete the clinical development program.

      In May 2002, we raised $10,092,000 through a private placement of 2,523,000 shares of common stock in conjunction with the listing of our common stock on the Alternative Investment Market of the London Stock Exchange. Total proceeds of $9,022,000 were received, net of $1,070,000 of transaction costs. The 2,523,000 shares of our common stock, which represent 4.9% of our issued common stock, were issued at $4.00 per share. Each share has an attached warrant exercisable at any time prior to November 30, 2003 with an exercise price of $4.00 per share. These funds were sufficient to progress the clinical development program that Novogen had commenced prior to licensing phenoxodiol to us and to commence new clinical trials. At present, 9,000 warrants have been exercised.

      Based on our current plans, we believe that with the net proceeds of this offering, we will have sufficient funds to complete the current Phase Ib/IIa and Phase II clinical trial program, commence Phase II clinical trials of phenoxodiol as a monotherapy in early stage cancer, and to commence Phase II clinical trials of phenoxodiol in combinational therapy with other anti-cancer drugs for late stage chemo-resistant tumors. We believe we will have sufficient cash resources to fund our operations at least through the end of the fiscal year. Our ongoing operations through the conduct of the clinical trial program will continue to consume cash resources without generating revenues.

      If the Phase III clinical program is undertaken, we will require additional funds to complete the program. We are not able to reasonably estimate at this time either the amount required or when that amount will need to be raised. This will to a large extent be influenced by the number of patients enrolled in the trial, which can only be determined accurately upon completion of Phase II trials. If the Phase II

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      We must pay amounts to Novogen under our license agreement with Novogen when certain milestones are met, as follows:

	•	A lump sum license fee of $5,000,000 is payable to Novogen on the date when the cumulative total of all funds received from debt or equity issuances, revenue received from commercialization income, other than sales, and revenue from sales of phenoxodiol products exceeds $25,000,000.
	•	A lump sum license fee of $5,000,000 is payable to Novogen on the later of November 1, 2003 or on the date when the cumulative total of all funds received from debt or equity issuances, revenue received from commercialization income, other than sales, and revenue from sales of phenoxodiol products exceeds $50,000,000.

      The cumulative total of funds received by us as of the date of this prospectus is $10,128,000.

      In addition, we must pay annual license fees to Novogen under the license agreement for the calendar years ended December 31 as follows:

2003		$	1,000,000
2004		$	2,000,000
2005		$	4,000,000
Each calendar year thereafter		$	8,000,000

      Any amounts payable to Novogen under the above annual payments will be reduced for amounts we pay under the first lump sum license fee referred to above. For the fiscal year ended June 30, 2003, $500,000 has been included as license fee expense in the consolidated statements of operations. See “Certain Relationships and Related Transactions” for more information about our license agreement with Novogen.

      We do not intend to incur any significant capital expenditures in the foreseeable future.

Critical Accounting Estimates

      The preparation of our consolidated financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the amounts reported in the financial statements and the accompanying notes. Actual results could differ from those estimates.

      Estimates have been used in determining our expense liability under certain clinical trial contracts where services have been performed but not yet invoiced. The actual costs of those services could differ in amount and timing from the estimates used in completing the financial results.

Recent Accounting Announcements

      Accounting pronouncements issued by the Financial Accounting Standards Board or other authoritative accounting standards groups with future effective dates are either not applicable or not significant to our consolidated financial statements.

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Market Risk and Risk Management Practices

      We have established controls at the board level designed to safeguard our interests and ensure integrity in the reporting to stockholders. Our practices are in place to minimize risks that arise through our activities. These include practices that:

	•	ensure that any capital expenditure above a certain level is approved by the board;
	•	ensure that business risks are appropriately managed through an insurance and risk management program;
	•	ensure that safety, health, environmental standards and management’s systems are monitored and reviewed to achieve high standards of compliance and performance; and
	•	ensure implementation of board approved operating plans and budgets and board monitoring of progress against these budgets, including the establishment and monitoring of key performance indicators.

Impact of Inflation

      Although inflation has slowed in recent years it is still a factor that may affect our financial performance. We do not earn sales revenue and for the foreseeable future we will not be able to increase the price of goods sold to offset inflationary effects. Costs incurred in conducting clinical trails are affected by inflation as are other inputs. There is a risk that costs will increase over time due to inflation increasing the cost to us.

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BUSINESS

      We are a developmental stage pharmaceutical company involved in the development and commercialization of drugs for the treatment of cancer. We are presently engaged in the clinical development of a drug candidate called phenoxodiol, which we believe may have broad application against a wide range of cancers. Phenoxodiol appears to target a number of key components involved in cancer cell survival and proliferation based on the emerging field of signal transduction regulation, with little or no effect on normal cells. We have attached as Annex A, a glossary of technical and scientific terms that we use in this prospectus.

Scientific Overview

      Phenoxodiol belongs to a class of drugs that we refer to as Multiple Signal Transduction Regulators (MSTRs).

      Signal transduction refers to the means by which cells respond to chemical signals that come from within the cell itself, from neighboring cells, and from elsewhere in the body. These signals regulate such vital functions as the growth and survival of the cell. It is now thought that malfunctions in key components of the signal transduction process are fundamental to degenerative diseases such as cancer, where cells respond abnormally to normal levels of signals, typically by over-responding to them with increased cell growth and survival.

      Identifying such malfunctions and then designing drugs to block or correct them has become an important strategy for the development of the next generation of anti-cancer drugs. These drugs have become known as signal transduction inhibitors. These drugs are the result of rational drug design, being designed to target a specific signaling pathway which typically is over-active in a tumor cell, and by blocking its progression, so to prevent or reduce the ability of the tumor cell to divide or to survive. Signal transduction inhibitors, while displaying anti-tumor activity against a small number of different types of cancer, generally have failed to provide more than modest prolongation of survival of cancer patients. This is thought to be because most human cancers involve errors of multiple signaling pathways, and inhibition of a single pathway by any one drug alone cannot reasonably be expected to provide more than a temporary halt to cancer progression.

      We believe phenoxodiol increases the potency of signal transduction inhibitors by targeting multiple signaling pathways, and in particular, those pathways vital to the survival of most, if not all, human cancer cells. In the term MSTR, “multiple” refers to the fact that more than one signaling pathway is targeted by the drug, and “regulator” refers to the fact that while the drug predominantly inhibits errant signaling pathways, other signaling pathways (e.g., anti-survival pathways) can be activated.

      Phenoxodiol targets a number of key components involved in cancer cell survival and proliferation signal transduction processes. Kinases (e.g., sphingosine kinase and growth factor receptor-associated protein tyrosine kinases) appear to be key targets of phenoxodiol, with inhibition of these targets resulting in cancer cell cytotoxicity (death) and cytostasis (blocking cell division).

      This disrupting effect of phenoxodiol is restricted to tumor cells, with non-tumor cells remaining unaffected. A potential explanation for this selective anti-tumor effect was provided by a recent discovery of a research team at Purdue University. The research team discovered that phenoxodiol targets a particular member of the ECTO-NOX family of proteins. This family of proteins regulates fundamental biological processes at the cell surface that are vital to the survival and growth of all living matter. One of these proteins, known as constitutive NADH oxidase (CNOX) is a fundamental source of hydrogen ions for all living cells. The Purdue University studies have now shown that all forms of human cancer express a variant form of CNOX, known as tNOX. The presence of tNOX disrupts the normal pattern of behavior of the cell, contributing to the unregulated cell growth and survival that characterizes tumor cells. This makes tNOX the first pan-cancer expressed protein, identifying it as a potentially important new target for anti-cancer drug development. Phenoxodiol appears to specifically block the action of tNOX, with the resulting inhibition of H+ influx into the cell, leading to extensive disruption to signaling pathways and to

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      Laboratory studies at Yale University also have revealed that the killing effect of phenoxodiol of cancer cells occurs through the caspase enzyme pathway, and that key triggers of this proteolytic pathway are the up-regulation of production in the cancer cell of pro-apoptotic factors such as Bax and the increased degradation of anti-apoptotic factors such as c-FLIP and XIAP. The latter effect facilitates death of cancer cells via either the Fas or TRAIL death receptor mechanisms. Some aspects of this function were published recently in the Nature journal, Oncogene.

      Recent laboratory studies conducted by Novogen and Yale University studies have revealed that phenoxodiol interacts well with a number of standard anti-cancer drugs such as cisplatin, gemcitabine and taxanes. In one aspect of this effect, phenoxodiol appears to restore sensitivity to these drugs in cells such as ovarian cells that have acquired resistance to such drugs. In another aspect, pretreatment of tumor cells with phenoxodiol considerably increases the sensitivity of virgin tumor cells to the cytotoxic effects of standard chemotoxic drugs. Both of these effects are achieved without increasing the toxicity of the standard chemotoxic drugs to non-tumor cells.

Market Opportunity

      The American Cancer Society, or ACS, has reported that, in the year 2003, approximately 1,344,100 new cancer cases are expected to be diagnosed in the United States and that since 1990, approximately 17 million new cancer cases have been diagnosed. The ACS has also reported that 556,500 people in the United States are expected to die from cancer this year.

      The primary focus in the development of phenoxodiol is currently in connection with ovarian cancer, squamous cell carcinoma, or SCC of the cervix, vagina, vulva and skin, and prostate cancer. Subject to further successful clinical research and development, we believe that phenoxodiol may have potential uses in other forms of human cancers as well as in combinational therapy with other anti-cancer drugs.

      The cancers for which phenoxodiol is intended to be used are relatively common and we believe, in general, are poorly managed with current therapeutics.

      The ACS has estimated that in 2003 there will be 220,900 new cases of prostate cancer and 28,900 people will die as result of this cancer in the United States. The treatment of prostate cancer depends on age, stage of the cancer, and other medical conditions of the patient. Current treatment options include surgery, radiation, hormonal therapy or chemotherapy (or a combination of these treatments) depending on the stage of the disease. Survival rates also depend on the stage of the disease. However, there is a low survival rate associated with advanced disease.

      The ACS has also estimated that in 2003 there will be 25,400 new cases of ovarian cancer diagnosed and 14,300 will die as a result of this cancer in the United States. Treatment options for ovarian cancer include surgery, radiation therapy and chemotherapy. Treatment in advanced cases is associated with low survival rates.

      SCC is a common type of cancer found in the skin and mucous membranes of the body. Cancers of the cervix, vagina and vulva are mostly of the SCC type and are recognized for their poor response to standard chemotherapy. Surgery remains the treatment of choice for these cancers and treatment in advanced cases is associated with low survival rates. For cancers of the cervix, vagina and vulva the ACS estimates that in the year 2003, there will be 18,600 new cases diagnosed and that there will be 5,700 deaths caused by these cancers in the United States. Cutaneous SCC is a relatively common form of skin cancer. It is most common in sun-exposed areas and if left untreated can invade locally, requiring extensive surgery. The ACS estimates that 2,200 deaths will occur in the United States as a result of these cancers.

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Overall Clinical Development Strategy

      We believe that based on its mode of action, phenoxodiol has the potential ultimately to become a treatment option for a wide range of human cancers, and to be employed at various stages of cancer development ranging from early stage cancer through to late-stage cancer.

      The immediate priority, is to focus on those therapeutic indications that will expedite drug marketing approval of phenoxodiol by regulatory bodies. To this end, we will continue our work in late-stage chemo-resistant cancers including completing our current intravenous monotherapy ovarian cancer clinical trial currently underway at Yale University. Pending the outcome of this trial we intend to expend our intravenous program to include combinational therapy using phenoxodiol in combination with standard chemotherapy drugs in cancers which have become chemo-resistant. In chemo-resistant cancers we hope to show that phenoxodiol will provide in humans what it has demonstrated in the laboratory and in animal models, that is, the restoration of chemo-sensitivity to standard chemotoxic agents. In this way, phenoxodiol will be used to “condition” the tumor cells to the more destructive effects of drugs such as cisplatin, gemcitabine and taxanes, with the combined effects of all drugs providing a potent force able to attack well-established and extensive cancer disease. In the next stage of our clinical development program for phenoxodiol in the area of chemo-resistant cancers, it is possible that other forms of cancer (such as renal carcinoma, head and neck cancer), generally regarded as unresponsive to standard drugs, will be added to this program in due course in order to maximize the opportunity for treating chemo-resistant cancers.

      A secondary priority is to develop phenoxodiol for use in earlier-stage cancers. This is the basis of the planned clinical program involving oral phenoxodiol in SCC of the cervix, vagina, vulva including our planned adjuvant trial at Yale University and skin, and prostate cancer. These are all forms of cancer for which early diagnosis is commonly available, and for which a non-invasive, non-surgical drug option might be an attractive therapeutic option. In this strategy, phenoxodiol is being studied in the first instance as an oral monotherapy in the expectation that phenoxodiol alone will provide an adequate anti-cancer effect.

Specific Objectives

      Our current objectives are to:

	•	complete the Phase Ib/IIa and Phase II clinical programs for phenoxodiol as a monotherapy currently being undertaken;
	•	commence a Phase II study in patients with late-stage, chemoresistant ovarian cancer that will use phenoxodiol in combination with standard anti-cancer drugs.
	•	commence Phase II studies for phenoxodiol as a monotherapy, targeting early-stage cancer of the cervix, vagina and vulva, and prostate cancer;

      We anticipate that with the proceeds of this offering we will have sufficient funds for these activities. The success and timing of the clinical trials could vary significantly from current estimates. A delay in any one phase of trials is likely to delay following phases. Our long-term objectives will be to:

	•	commence Phase III clinical trials for phenoxodiol as both a monotherapy for early-stage cancers and for use in combinational therapy for later-stage cancers;
	•	seek to develop relationships with strategic partners for the development, marketing and distribution of phenoxodiol as a treatment for those cancer indications for which regulatory approval is obtained;
	•	potentially expand the uses of phenoxodiol to treat other cancers; and
	•	pursue appropriate opportunities to develop and commercialize other anti-cancer compounds.

      We will require additional funding in order to undertake our long-term objectives.

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History of Phenoxodiol Development

      In 1995, phenoxodiol was identified as a potential putative metabolite of daidzein, or naturally occurring isoflavore. To date, phenoxodiol has not appeared to have been isolated or identified in mammals.

      Novogen scientists first synthesized phenoxodiol in 1997 as part of a program of synthesis of compounds based on an isoflavonoid ring chemical structure. When screened for anti-cancer action against human cancer cells in vitro, phenoxodiol was found to be cytostatic and cytotoxic against a wide range of human cancer cells, but without toxicity against non-tumor cells. In vivo studies in laboratory animals subsequently showed that phenoxodiol administered either orally or systemically was adequately bioavailable and significantly retarded tumor development, in particular in athymic mice bearing xenografts of human prostate cancer. Such anti-cancer effects in animals were achieved without evidence of toxicity, and thus phenoxodiol was selected for development as a human anti-cancer drug.

      Subsequent pre-clinical studies identified a range of molecular targets of phenoxodiol within human cancer cells, prompting us to classify the drug as a Multiple Signal Transduction Regulator.

      The broad anti-cancer action of phenoxodiol against an extensive library of different human cancer cell lines (prostate, breast, ovarian, lung and cervical cancer, mesothelioma, melanoma, glioma and rhabdomyosarcoma), suggested potential clinical application against a wide range of types of human cancer. Further pre-clinical studies showed that phenoxodiol has a number of indirect anti-cancer effects (a potent ability as an anti-androgen and an ability to induce apoptosis of hyperplastic prostate smooth muscle cells) that suggested prostate cancer as a particularly suitable clinical target, leading to this form of cancer being identified early as a prime potential clinical target for the drug. However, with a view to allowing further time to identify the most sensitive types of cancer to phenoxodiol, the strategy adopted was to conduct Phase I studies in patients with a wide selection of solid tumors in order to gain tentative evidence of efficacy across a range of different tumor types.

      Phase Ia pharmacokinetic studies conducted in cancer patients in May 2000 showed that phenoxodiol behaved similarly to steroidal hormones and was prone to conjugation (glucuronide and sulfates) within the body. These conjugated forms are the means by which a water-insoluble drug such as phenoxodiol is transported within the body. Conversion of these drugs to the active form requires deconjugation by relevant enzymes within end tissues to yield the bioactive (unconjugated) drug form. Bioequivalence studies showed that phenoxodiol is considerably more prone to conjugation when administered orally (greater than 99%) compared to intravenously (approximately 85%). Therefore, in the absence of definitive data on the rates of expression of deconjugating enzymes by different tumor types, it was decided to commence clinical studies with an intravenous dosage form of phenoxodiol because of the certainty of obtaining levels of unconjugated phenoxodiol in the plasma that were known in the laboratory to be highly cytotoxic to cancer cells.

      A Phase Ib toxicity study was commenced in Australia in November 2000 and finished in March 2002. Twenty-one patients with late-stage solid cancers (any type) were given phenoxodiol by weekly bolus injections for 12 weeks. This was a dose-escalating study, with inter-patient escalation from 1 to 30 mg/kg/dose. No dose-limiting toxicity was reached and no significant toxicities other than some hypersensitivities to the drug vehicle (cyclodextrin) were encountered.

      A second Phase Ib toxicity study commenced in Australia in April 2001 and concluded in 2002. Twenty-one patients with late-stage solid cancers (any type) were given phenoxodiol by continuous intravenous infusion. This was a dose-escalating study, with inter-patient escalation from 1 to 40 mg/kg/day. No dose-limiting toxicity was reached and no significant toxicities were encountered.

      The intravenous dosage form of phenoxodiol was granted IND status by the FDA in January 2001, allowing a third Phase Ib toxicity study to commence at The Cleveland Clinic, Ohio, in August 2001. This study concluded in 2002. Nineteen patients with late-stage solid cancers (any type) were given phenoxodiol by continuous intravenous infusion. This was a dose-escalating study, with inter-patient

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      Concurrent with the Phase I clinical trial program outlined above, pre-clinical studies continued with a view to better understanding the molecular targets of phenoxodiol and the most appropriate tumor types for therapy. In terms of molecular targets, a number of important actions were identified:

	•	that phenoxodiol has broad inhibitory activity against kinase enzymes, resulting in disruption to a wide range of signaling pathways involved in cell survival and growth;
	•	that phenoxodiol-induced apoptosis occurred via the caspase cascade;
	•	that phenoxodiol-induced apoptosis was initiated as a result of activation of death receptor (Fas, TRAIL) mechanisms and down-regulation of death receptor blockers (c-FLIP, XIAP); and
	•	that a key molecular target is the receptor protein, tNOX, whose inhibition leads to extensive disruption of pro-survival mechanisms.

      A further key pre-clinical finding was that phenoxodiol was particularly effective against ovarian cancer, melanoma and mesothelioma cell lines that were resistant to all standard chemotoxic anti-cancer drugs, pointing to the usefulness of phenoxodiol at least in patients with these cancers who had failed all other forms of chemotherapy.

      The selection of specific tumor types in which to test phenoxodiol in Phase II clinical trials was based on a number of factors. First, the known relevance of certain actions of phenoxodiol (e.g., the targeting of death receptor activity) to the survival of certain cancer cell types; second, pre-clinical experience with the use of phenoxodiol in animals bearing human tumor xenografts; and third, observations of clinical responses in patients treated with phenoxodiol. The particular tumor types selected are ovarian cancer, prostate cancer, and SCC of skin and mucosal surfaces. Renal cancer, breast and pancreatic cancer also have been identified as potential clinical targets, and may be studied in due course. A feature of this entire group of cancers that underlies their selection from a strategic point of view is their aggressiveness and generally low sensitivity to standard chemotoxic drugs.

      A team of scientists at Yale University School of Medicine commenced a Phase II study in October 2002 of the intravenous dosage form of phenoxodiol in 40 patients with ovarian cancer. We expect that we will receive interim results from this study by the end of this year.

      Novogen decided to pursue the clinical applications in prostate cancer and SCC using the oral dosage form of the drug. This followed the trial use of the oral dosage form in a number of patients who had completed the Phase I trials of the intravenous dosage form of phenoxodiol. The oral dosage form was found capable of prolonging survival in patients with advanced disease despite the presence of phenoxodiol in the blood in an almost completely conjugated form. It appears that certain types of tumors may have the capacity to deconjugate phenoxodiol conjugates to the active drug form. Clinical trials on the oral dosage form of phenoxodiol began in Australia in January 2002. This dosage form currently is being evaluated in Australian hospitals in Phase II clinical trials for the treatment of prostate cancer and SCC.

      The oral dosage form of phenoxodiol was granted IND status by the FDA in June 2003, which cleared the way to commence a study in collaboration with Yale University School of Medicine in patients with cancer of the cervix, vulva and vagina. Phenoxodiol will be used on a monotherapy basis in patients following a primary diagnosis of cancer. Phenoxodiol will be administered daily for periods of up to 4 weeks prior to surgery or radiotherapy.

      A Phase Ib/IIa study began in early 2002 on the use of phenoxodiol in patients with hematological tumors, in an attempt to test the usefulness of phenoxodiol in non-solid tumors. However, the apparent sensitivity of certain solid tumors to phenoxodiol and the need to focus resources on those clinical opportunities mean that an application in hematological tumors is unlikely to be taken further.

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	Phenoxodiol and Ovarian Cancer

      A team of scientists at Yale University School of Medicine is currently conducting a Phase II clinical study. The study is fully enrolled, using 40 patients with advanced, metastatic ovarian cancer that has become unresponsive to at least two standard chemotherapies (the average number of different drug regimes used previously in these patients is five per patient). Phenoxodiol is being administered as a monotherapy by bolus intravenous injection on two consecutive days per week in rising dosages (one, three, ten and twenty mg/kg/24-hr) to four groups, each of ten women, over treatment cycles of 12 weeks. Tumor response is being assessed on the basis of tumor mass, levels of the tumor marker (CA125) in the blood, survival over 12 months, and quality of life.

      This clinical trial is based on laboratory studies at Yale University School of Medicine that showed phenoxodiol to be the most effective drug at killing ovarian cancer cells, including those that are resistant to all standard anti-cancer drugs.

      Following analysis of the data from the current Phase II study, currently projected to be completed by December 2003, a decision will be made concerning the next stage.

      A recent pre-clinical study also extended these findings by showing that phenoxodiol proved highly effective at restoring ovarian cancer cells’ sensitivity to standard anti-cancer drugs such as cisplatin. Cisplatin is a standard drug used in the treatment of ovarian cancer, but patients’ tumors commonly become resistant to this drug after some months. A combination of phenoxodiol and cisplatin proved highly effective in stopping human ovarian cancer growth in animals with doses of phenoxodiol and cisplatin that alone were ineffective. This raises the prospect of obtaining an enhanced clinical response of phenoxodiol by combining it with standard chemotherapies, and the opportunity to conduct a combinational drug trial in ovarian cancer patients is under review currently.

	Phenoxodiol and Prostate Cancer

      Two Australian hospitals are currently conducting a study testing the effect of oral phenoxodiol therapy in patients with late-stage prostate cancer that has become unresponsive to hormonal therapy. Phenoxodiol is being administered orally three times per day on a daily basis over treatment cycles of 12 weeks. There will be 24 patients in this trial, with patients being allocated to seven different dose levels (from 0.72 to 9.0 mg per 24-hr). The study currently has 18 patients enrolled.

	Phenoxodiol and Cutaneous SCC

      The potential for phenoxodiol in the treatment of cutaneous SCC arose from the observation that in patients being treated for other forms of cancer who coincidentally had aggressive, malignant SCC of the skin, the SCC tumors showed objective responses within several weeks. A Phase II trial is being conducted at an Australian hospital in 30 patients with malignant SCC of the skin. Phenoxodiol is being administered orally, three times daily for a period of three months. We anticipate this study being completed by the third quarter of 2004.

Competition

      The clinical development and commercialization of new anti-cancer drugs is highly competitive. As a developmental stage pharmaceutical company, we compete with pharmaceutical and biotechnology companies, academic and scientific institutions, governmental agencies and public and private research organizations.

      Many pharmaceutical and biotechnology companies have products or drug candidates in various stages of pre-clinical or clinical development to treat prostate cancer, ovarian cancer, SCC and other cancers. Some of these potentially competitive drugs are further advanced in development and may receive FDA or other regulatory approval and may be commercialized earlier than phenoxodiol. Some of these drugs may be directly competitive with phenoxodiol to the extent that they would obviate the need for phenoxodiol.

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      Many pharmaceutical and biotechnology companies are developing drugs specifically in the area of signal transduction inhibition. Several such drugs have received marketing approval over the past five years. While much of the activity in this field is based on rational drug design, meaning that the nature of action of such drugs is overwhelmingly focused on individual signaling targets, it would be reasonable to expect that attention will be drawn increasingly to the development of drugs like phenoxodiol that have activity against multiple targets.

      The most significant competition potentially might arise from the development of drugs with a related chemical heritage to phenoxodiol. Two chemicals with a related chemical heritage of an underlying flavonoid chemical structure that we are aware of undergoing clinical development as anti-cancer agents are genistein and flavopiridol^TM. Our understanding is that genistein is in Phase II clinical studies, while flavopiridol^TM is in Phase III clinical studies.

      Our competitors may develop and commercialize products that are safer, less costly and more efficacious in the treatment of cancers. In addition, we face and will continue to face competition from companies, institutions, agencies and organizations, including those in fields unrelated to drug development, to recruit qualified personnel, attract partners for joint ventures and license competitive technologies.

      Many of our competitors have significantly greater capital resources, larger research and development staffs and facilities and greater experience in drug development, regulation, manufacturing and marketing than we do at present. In this respect, they may be able to more easily develop technologies and products that would render our technologies or our drug candidates obsolete or non-competitive.

Intellectual Property

      Novogen has been granted patents and has additional patents pending in a number of countries which cover a family of chemically related compounds with potentially broad ranging and complementary anti-cancer effects. Novogen has granted to us an exclusive license with respect to its patent rights and intellectual property know-how to develop, market and distribute one of these compounds, phenoxodiol as an anti-cancer agent, except in topical form.

      See “Certain Relationships and Related Transactions” for more information regarding our agreements with Novogen.

      We have licensed from Novogen the rights to the Novogen patents and applications as they relate to phenoxodiol as an anti-cancer agent. Excluded from these rights is phenoxodiol in a topical formulation. The patent rights we have licensed from Novogen can be largely classified into two broad groups: patent rights relating to phenoxodiol used as an anti-cancer agent, which we refer to as “product patent rights”, and patent rights relating to the manufacture of phenoxodiol for anti-cancer purposes, which we refer to as “manufacturing patent rights”. The pending and issued Novogen patent rights can be further broken down into four families, three families belonging to the product patent rights and one family belonging to the manufacturing patent rights: The three families in the product patent rights comprise phenoxodiol for the treatment of cancer (17 pending; six issued); compositions and methods for protecting skin from ultraviolet induced immunosuppression and skin damage including phenoxodiol (10 pending; three issued); therapeutic methods and compositions involving isoflav-3-ene and isoflavan structure including phenoxodiol (PCT pending). The family relating to the manufacturing patent rights relate to the production of isoflavone derivatives including phenoxodiol (17 pending). Novogen has recently received a notice of allowance from the United States Patent and Trademark Office (USPTO) related to phenoxodiol to treat a variety of cancers.

      As patent applications in the United States are maintained in secrecy until published or patents issue and as publication of discoveries in the scientific or patent literature often lag behind the actual discoveries, we cannot be certain that Novogen was the first to make the inventions covered by each Moreover, pursuant to the terms of the Uruguay Round Agreements Act, patents filed on or after June 8,

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      In order to protect the confidentiality of our technology, including trade secrets and know-how and other proprietary technical and business information, we require all of our consultants, advisors and collaborators to enter into confidentiality agreements that prohibit the use or disclosure of information that is deemed confidential. The agreements also oblige our consultants, advisors and collaborators to assign to us developments, discoveries and inventions made by such persons in connection with their work with us. We cannot be sure that confidentiality will be maintained or disclosure prevented by these agreements or that our proprietary information or intellectual property will be protected thereby or that others will not independently develop substantially equivalent proprietary information or intellectual property.

      The pharmaceutical industry is highly competitive and patents have been applied for by, and issued to, other parties relating to products competitive with phenoxodiol. Therefore, phenoxodiol and any other drug candidates may give rise to claims that they infringe the patents or proprietary rights of other parties existing now and in the future. An adverse claim could subject us to significant liabilities to such other parties and/or require disputed rights to be licensed from such other parties. We cannot be sure that any license required under any such patents or proprietary rights would be made available on terms acceptable to us, if at all. If we do not obtain such licenses, we may encounter delays in product market introductions, or may find that the development, manufacture or sale of products requiring such licenses may be precluded. We have not conducted any searches or made any independent investigations of the existence of any patents or proprietary rights of other parties.

Relationship with Novogen

      Novogen has been granted patents and has additional patent applications pending in a number of countries pertaining to phenoxodiol’s family of compounds and to phenoxodiol itself and their use in anti-cancer therapeutics. Novogen has granted us an exclusive license under its patent rights and the intellectual property rights in its relevant know-how to develop, market and distribute all forms of administering phenoxodiol for anti-cancer applications, except topical applications.

      Novogen is active in the discovery and development of new drugs based on the emerging field of signal transduction regulation. Signal transduction regulators offer the potential for effective, well-tolerated treatment of common degenerative diseases including cancer and heart disease. Novogen has developed a family of chemically related compounds with potentially broad ranging and complementary anti-cancer effects.

      We have entered into certain key agreements with Novogen. These agreements are discussed briefly below. Investors should also read the detailed summary of these documents set out in “Certain Relationships and Related Transactions.”

      Under an amended and restated license agreement, Novogen granted us an exclusive world-wide, non-transferable license, under the Novogen patent rights, to conduct clinical trials and commercialize and

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      Under an amended and restated manufacturing license and supply agreement, Novogen assumes responsibility for the supply of phenoxodiol in its primary manufactured form for both the research and development program and phenoxodiol’s ultimate commercial use. Novogen has a pilot phenoxodiol manufacturing plant which we believe has sufficient capacity to meet the projected amount of phenoxodiol required to complete the proposed clinical program.

      Under an amended and restated license option deed, Novogen granted us an exclusive first right to accept and an exclusive last right to match any proposed dealing by Novogen with its intellectual property rights in other synthetic compounds developed by Novogen that have known or potential anti-cancer applications in all forms other than topical applications.

      Pursuant to an amended and restated services agreement, Novogen will provide services reasonably required by us relating to the development and commercialization of phenoxodiol. We do not currently intend to directly employ any staff and are reliant on Novogen for the provision of resources to conduct our business.

Commercialization

      Commercialization of a drug requires approval from the regulatory body of each country in which the drug is to be marketed. Following the completion of Phase III studies, the data gathered from the clinical trial program must be collated for presentation to the appropriate regulatory authorities in each territory in a form acceptable to each authority, in order to obtain the relevant regulatory approvals to market the drug in that territory. Approval usually is granted for those specific cancer indications for which the clinical data supports efficacy.

      We may choose to seek regulatory approval in our own right in any or all territories. Alternatively, we may seek to establish a strategic partnership with another pharmaceutical company to market phenoxodiol in certain territories, in which case that partner may take responsibility for application for regulatory approval.

      Successful commercialization requires high quality marketing campaigns and distribution arrangements in order to gain market share as fast as possible. Global pharmaceutical companies have large and professional marketing and distribution functions that regularly introduce new drugs throughout the world. For that reason, we are likely to choose to seek a strategic partnership in any or all territories in which phenoxodiol is to be marketed.

      Decisions on both the appropriate territories in which regulatory approval will be sought and the nature of commercialization in those territories will be made by the board of directors at the appropriate time and with due regard to maximizing the commercial benefit to us.

      The most significant market for phenoxodiol is the United States market. Before a drug is granted regulatory approval to be marketed and commercialized in the United States, the drug must gain approval to be tested in humans. In the United States, this requires the FDA to grant the drug IND status. See “— Regulation-U.S. Regulatory Requirements.” Phenoxodiol has achieved this status and has commenced clinical trials in the United States.

Research and Development

      The objective of our research and development program is the generation of data sufficient to achieve regulatory approval of phenoxodiol in one or more dosage forms in major markets such as the United States, and/or to allow us to enter into a commercial relationship with another party. The data is generated by our clinical trial programs.

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      The key aspects of this program are to provide more complete characterization of the following:

	•	the relevant molecular targets of action of phenoxodiol;
	•	the relative therapeutic indications of different dosage forms of phenoxodiol;
	•	the relative therapeutic benefits and indications of phenoxodiol as a monotherapy or as part of combinational therapy with other chemotoxics; and
	•	the most appropriate cancer targets for phenoxodiol.

Regulation

	U.S. Regulatory Requirements

      The U.S. Food and Drug Administration, or FDA, and comparable regulatory agencies in foreign countries regulate and impose substantial requirements upon the research, development, preclinical and clinical testing, labeling, manufacture, quality control, storage, approval, advertising, promotion, marketing, distribution, and export of pharmaceutical products, including biologics, as well as significant reporting and record-keeping obligations. State governments may also impose obligations in these areas.

      In the United States, pharmaceutical products are regulated by the FDA under the Federal Food, Drug, and Cosmetic Act, or FDCA, and other laws, including in the case of biologics, the Public Health Service Act. We believe, but cannot be certain, that our products will be regulated as biologics and drugs by the FDA. The process required by the FDA before biologics or drugs may be marketed in the United States generally involves the following:

	•	preclinical laboratory evaluations, including formulation and stability testing, and animal tests performed under the FDA’s Good Laboratory Practices regulations to assess potential safety and effectiveness;
	•	submission and approval of an IND, including results of preclinical tests and protocols for clinical tests, which must become effective before clinical trials may begin in the United States;
	•	obtaining approval of Institutional Review Boards to administer the products to human subjects in clinical trials;
	•	adequate and well-controlled human clinical trials to establish the safety and efficacy of the product for the product’s intended use;
	•	development of manufacturing processes which conform to FDA current Good Manufacturing Practices, or cGMPs, as confirmed by FDA inspection;
	•	submission of preclinical and clinical test results, and chemistry, manufacture and control information on the product to the FDA in a New Drug Approval Application, or NDA; and
	•	FDA review and approval of an NDA, prior to any commercial sale or shipment of a product.

      The testing and approval process requires substantial time, effort, and financial resources, and we cannot be certain that any approval will be granted on a timely basis, if at all.

      The results of the preclinical tests, together with initial specified manufacturing information, the proposed clinical trial protocol, and information about the participating investigators, are submitted to the FDA as part of an IND, which must be approved before we may begin human clinical trials. Additionally, an independent Institutional Review Board at each clinical trial site proposing to conduct the clinical trials must review and approve each study protocol and oversee conduct of the trial. An IND becomes effective 30 days after receipt by the FDA, unless the FDA, within the 30-day period, raises concerns or questions about the conduct of the trials as outlined in the IND and imposes a clinical hold. If the FDA imposes a clinical hold, the IND sponsor must resolve the FDA’s concerns before clinical trials can begin. Pre-clinical tests and studies can take several years to complete, and there is no guarantee that an IND we submit based on such tests and studies will become effective within any specific time period, if at all.

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      Human clinical trials are typically conducted in three sequential phases that may overlap:

	•	Phase I: The drug is initially introduced into healthy human subjects or patients and tested for safety and dosage tolerance. Absorption, metabolism, distribution, and excretion testing is generally performed at this stage.
	•	Phase II: The drug is studied in controlled, exploratory therapeutic trials in a limited number of subjects with the disease or medical condition for which the new drug is intended to be used in order to identify possible adverse effects and safety risks, to determine the preliminary or potential efficacy of the product for specific targeted diseases or medical conditions, and to determine dosage tolerance and the optimal effective dose.
	•	Phase III: When Phase II studies demonstrate that a specific dosage range of the drug is likely to be effective and the drug has an acceptable safety profile, controlled, large-scale therapeutic Phase III trials are undertaken at multiple study sites to demonstrate clinical efficacy and to further test for safety in an expanded patient population.

      We cannot be certain in that we will successfully complete Phase I, Phase II, or Phase III testing of our products within any specific time period, if at all. Furthermore, the FDA, the Institutional Review Board or we may suspend or terminate clinical trials at any time on various grounds, including a finding that the subjects or patients are being exposed to an unacceptable health risk.

      Results of pre-clinical studies and trials, as well as detailed information about the manufacturing process, quality control methods, and product composition, among other things, are submitted to the FDA as part of an NDA seeking approval to market and commercially distribute the product on the basis of a determination that the product is safe and effective for its intended use. NDAs are used for products that are regulated as drugs, such as synthetic chemicals. Before approving an NDA, the FDA will inspect the facilities at which the product is manufactured and will not approve the product unless cGMP compliance is satisfactory. If applicable regulatory criteria are not satisfied, the FDA may deny the NDA or require additional testing or information. As a condition of approval, the FDA also may require post-marketing testing or surveillance to monitor the product’s safety or efficacy. Even after an NDA is approved, the FDA may impose additional obligations or restrictions (such as labeling changes), or even suspend or withdraw a product approval on the basis of data that arise after the product reaches the market, or if compliance with regulatory standards is not maintained. We cannot be certain that any NDA we submit will be approved by the FDA on a timely basis, if at all. Also, any such approval may limit the indicated uses for which the product may be marketed. Any refusal to approve, delay in approval, suspension or withdrawal of approval, or restrictions on indicated uses could have a material adverse impact on our business prospects.

      Each NDA must be accompanied by a user fee, pursuant to the requirements of the Prescription Drug User Fee Act, or PDUFA, and its amendments. According to the FDA’s fee schedule, effective on October 1, 2003 for the fiscal year 2004, the user fee for an application requiring clinical data, such as an NDA, is $573,500. The FDA adjusts the PDUFA user fees on an annual basis. PDUFA also imposes an annual product fee for prescription drugs and biologics ($36,080 for the fiscal year 2004), and an annual establishment fee ($226,800) on facilities used to manufacture prescription drugs and biologics. We are not at the stage of development with our products where we are subject to these fees, but they are significant expenditures that will be incurred in the future and must be paid at the time of application submission to the FDA.

      Satisfaction of FDA requirements typically takes several years. The actual time required varies substantially, based upon the type, complexity, and novelty of the pharmaceutical product, among other things. Government regulation imposes costly and time-consuming requirements and restrictions throughout the product life cycle and may delay product marketing for a considerable period of time, limit product marketing, or prevent marketing altogether. Success in pre-clinical or early stage clinical trials does not assure success in later stage clinical trials. Data obtained from preclinical and clinical activities is not always conclusive and may be susceptible to varying interpretations that could delay, limit, or prevent

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      After product approval, there are continuing significant regulatory requirements imposed by the FDA, including record-keeping requirements, obligations to report adverse experiences, and restrictions on advertising and promotional activities. Quality control and manufacturing procedures must continue to conform to cGMPs, and the FDA periodically inspects facilities to assess cGMP compliance. Additionally, post-approval changes in product indications, manufacturing processes or facilities, product labeling, or other areas may require submission of an NDA Supplement to the FDA for review and approval. Failure to comply with FDA regulatory requirements may result in an enforcement action by the FDA, including Warning Letters, product recalls, suspension or revocation of product approval, seizure of product to prevent distribution, impositions of injunctions prohibiting product manufacture or distribution, and civil and criminal penalties. Maintaining compliance is costly and time-consuming. Nonetheless, we cannot be certain that we, or our present or future suppliers or third-party manufacturers, will be able to comply with all FDA regulatory requirements, and potential consequences of noncompliance could have a material adverse impact on our business prospects.

      The FDA’s policies may change, and additional governmental regulations may be enacted that could delay, limit, or prevent regulatory approval of our products or affect our ability to manufacture, market, or distribute our products after approval. Moreover, increased attention to the containment of healthcare costs in the United States and in foreign markets could result in new government regulations that could have a material adverse effect on our business. Our failure to obtain coverage, an adequate level of reimbursement, or acceptable prices for our future products could diminish any revenues we may be able to generate. Our ability to commercialize future products will depend in part on the extent to which coverage and reimbursement for the products will be available from government and health administration authorities, private health insurers, and other third-party payors. European Union and U.S. government and other third-party payors increasingly are attempting to contain healthcare costs by consideration of new laws and regulations limiting both coverage and the level of reimbursement for new drugs. We cannot predict the likelihood, nature or extent of adverse governmental regulation that might arise from future legislative or administrative action, either in the United States or abroad.

      Our activities also may be subject to state laws and regulations that affect our ability to develop and sell our products. We are also subject to numerous federal, state, and local laws relating to such matters as safe working conditions, clinical, laboratory, and manufacturing practices, environmental protection, fire hazard control, and disposal of hazardous or potentially hazardous substances. We may incur significant costs to comply with such laws and regulations now or in the future, and the failure to comply may have a material adverse impact on our business prospects.

	Australian Regulatory Requirements

      The Therapeutic Goods Act 1989, or 1989 Act, sets out the legal requirements for the import, export, manufacture and supply of pharmaceutical products in Australia. The 1989 Act requires that all pharmaceutical products to be imported into, supplied in, or exported from Australia be included in the Australian Register of Therapeutic Goods, or ARTG, unless specifically exempted under the Act.

      In order to ensure that a product can be included in the ARTG, a sponsoring company must make an application to the Therapeutic Goods Administration, or TGA. The application usually consists of a form accompanied by data (based on the European Union requirements) to support the quality, safety and efficacy of the drug. In the case of drugs for important medical conditions the TGA will accept either European or American dossier format in an attempt to expedite the registration process.

      The first phase of evaluation, known as the Application Entry Process, is usually a short period during which an application is assessed on an administrative level to ensure that it complies with the basic

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      Once an application is accepted for evaluation, aspects of the data provided are allocated to evaluators, who prepare evaluation reports. Following this evaluation, the chemistry and quality control aspects of a product may be referred to a sub-committee of the Australian Drug and Evaluation Committee, or ADEC to review the evaluation reports. The evaluation reports are then sent to the sponsoring company who then has the opportunity to comment on the views expressed within the evaluation report and to submit supplementary data to address any issues raised in the evaluation reports.

      Once the evaluations are complete, the TGA prepares a summary document on the key issues on which advice will be sought from the ADEC. This summary is sent to the sponsoring company which is able to submit a response to the ADEC dealing with issues raised in the summary and those not previously addressed in the evaluation report. The ADEC provides advice on the quality, risk-benefit, effectiveness and access of the drug and conduct medical and scientific evaluations of the application. The ADEC’s resolutions are provided to the sponsoring company after 5 working days.

      The TGA takes into account the advice of the ADEC in reaching a decision to approve or reject a product. Any approval for registration on the ARTG may have conditions associated with it.

      From the time that the TGA accepts the initial application for evaluation, the TGA must complete the evaluation and make a decision on the registration of the product within 255 working days. The TGA also has a system of priority evaluation for products that meet certain criteria, including where the product is a new chemical entity that it is not otherwise available on the market as an approved product, and is for the treatment of a serious, life-threatening illness for which other therapies are either ineffective or not available.

	European Union Regulatory Requirements

      Outside the United States, our ability to market our products will also be contingent upon receiving marketing authorizations from the appropriate regulatory authorities and compliance with applicable post-approval regulatory requirements. Although the specific requirements and restrictions vary from country to country, as a general matter, foreign regulatory systems include risks similar to those associated with FDA regulation, described above. Under EU regulatory systems, marketing authorizations may be submitted either under a centralized or decentralized procedure. Under the centralized procedure, a single application to the European Medicines Evaluation Agency (EMEA) lead to an approval granted by the European Commission which permits the marketing of the product throughout the EU. We assume that the centralized procedure will apply to our products that are developed by means of a biotechnology process. The decentralized procedure provides for mutual recognition of nationally approved decisions and is used for products that do not qualify under the centralized procedure. Under the decentralized procedure, the holders of a national marketing authorization may submit further applications to the competent authorities of the remaining members states which will then be requested to recognize the original authorization based upon an assessment report prepared by the original authorizing competent authority. The recognition process should take no longer than 90 days, but if one member state makes an objection, which under the legislation can only be based on a possible risk to human health, we have the option to withdraw the application from that country or take the application to arbitration by the Committee for Proprietary Medicinal Products (CPMP) of the EMEA. If a referral for arbitration is made, the procedure is suspended, and in the intervening time, the only EU country in which the product can be marketed will be the country where the original authorization has been granted, even if all the other designated countries are ready to recognize the product. The opinion of the CPMP, which is binding, could support or reject the objection or alternatively could reach a compromise position acceptable to all EU countries concerned. Arbitration can be avoided if the application is withdrawn in the objecting country, but once the application has been referred to arbitration, it cannot be withdrawn. The arbitration procedure may take an additional year before a final decision is reached and may require the delivery of additional data.

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      As with FDA approval, we may not be able to secure regulatory approvals in Europe in a timely manner, if at all. Additionally, as in the United States, post-approval regulatory requirements, such as those regarding product manufacture, marketing, or distribution, would apply to any product that is approved in Europe, and failure to comply with such obligations could have a material adverse effect on our ability to successfully commercialize any product.

      There has recently been introduced in Europe new legislation designed to harmonise the regulation of clinical trials across the EU and that legislation is currently being implemented on a country by country basis. In addition, new proposals are under advanced consideration which, if brought into law, will effect substantial and material changes to the regulation of medicinal products in Europe. Accordingly, there is a marked degree of change and uncertainty both in the regulation of clinical trials and in respect of marketing authorisations which face us in seeking for our products in Europe.

Government Funding

      Novogen received financial support for the phenoxodiol drug program from the Australian government under what is known as the START Program. The START Program is a merit-based program designed to encourage and assist Australian companies to undertake research and development and commercialization through a range of grants and loans. The START Program is administered by the Industry Research and Development, or IR&D Board. The IR&D Board is made up of private sector and academic members with expertise and experience in research and development and commercialization. In 1998, the Australian government agreed to provide A$2.7 million (approximately U.S. $1.8 million) enabling Novogen to expedite phenoxodiol into clinical trials, provided that the grant money was matched by an equal expenditure by Novogen. The START grant was awarded after the government’s review of the pertinent research results, the intellectual property driving the program, and the likelihood and potential for commercial success of the drug.

      The terms of the grant require Novogen to obtain the consent of the Australian government to deal with the intellectual property rights which have arisen through the program conducted to date. Novogen has obtained the consent of the Australian government to the grant of the license to us and to the other arrangements between us and Novogen concerning the development and commercialization of phenoxodiol.

      Novogen believes that it has fulfilled all of its obligations under the terms of the START Program and expects to continue to do so in the future. For additional information on the consequences to us in the event Novogen fails to comply with its obligations under the START Program, see the “Intellectual Property” and “Risk Factors” sections of this prospectus.

Employees

      We do not have any employees. Novogen provides us with staff and other financial and administrative services under our service agreement with Novogen.

Facilities

      We do not own or lease any facility. Novogen provides us with space for our corporate headquarters.

Legal proceedings

      We are not currently a party to any material legal proceedings.

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MANAGEMENT

Directors and Executive Officers

      The following sets forth information for each of our directors and executive officers.

	Dr. Graham Edmund Kelly, PhD, aged 57, Chairman, Director

      Dr. Kelly was appointed as our Chairman in April 2001. Dr. Kelly founded Novogen in 1992 and has spent nearly 30 years in medical research involving drug development, immunology, surgery and cancer. Dr. Kelly was a senior research fellow in experimental surgery in the Faculty of Medicine at the University of Sydney from 1972 to 1994. He developed the b-1, 3-glucan and isoflavone intellectual property now owned by the Novogen Group. Dr. Kelly was Executive Chairman of Novogen between 1997 and 2000 and continues to act as project leader for phenoxodiol. Dr. Kelly’s term as one of our directors expires in 2005.

	Christopher Naughton, aged 50, President and CEO, Director

      Mr. Naughton has been our President and CEO since our inception in December 2000. He also has been the Managing Director of Novogen since March 1997. Mr. Naughton has degrees in Economics from the Australian National University and in Law from the University of New South Wales. He has completed the Program for Management Development at the Harvard Business School and is admitted to practice as an attorney in New South Wales. After working in merchant banking, he has spent the last 18 years in the pharmaceutical industry including appointments as a Director of Wellcome Australia Limited and in world wide business development with the Wellcome Foundation Limited in the UK. Mr. Naughton’s term as one of our directors expires in 2005.

	Philip Andrew Johnston, aged 56, Director

      Mr. Johnston has been one of our directors since April 2001. Mr. Johnston has had more than 25 years’ experience in the pharmaceutical industry. He has been a Non-Executive Director of Novogen since January 1997, and Chairman of Novogen since January 2001. Mr. Johnston spent nine years as an Executive Director of Wellcome Australia Limited from June 1988 to September 1997. He was previously Director of two subsidiary companies of GlaxoWellcome. His responsibilities have encompassed production, distribution, quality assurance and consumer product development and he has been directly involved in the establishment of strategic alliances and joint ventures. Mr. Johnston has completed a number of executive development programs including programs at the University of NSW and the London Business School. Mr. Johnston’s term as one of our directors expires in 2004.

	Professor David Morritz de Kretser, aged 64, Director

      Professor de Kretser has been one of our Directors since April 2001. Professor de Kretser has been active in medicine and research for over 30 years, taking on roles including Professor of the Department of Anatomy, Monash University, where he has served as a professor since 1978. Professor de Kretser has been the Executive Chair of the Monash Institutes of Health and Associate Dean For Biotechnology Development at Monash University since July 2001 and the Director of the Australian Centre for Excellence in Male Reproductive Health since July 2001. He was the Founding Director of the Monash Institute of Reproduction and Development and remains as the Director of the Centre for Molecular Reproduction and Endocrinology within the institute. He has served on numerous international and national committees dealing with research and has experience on a number of professional editorial boards. He has published over 400 research papers and has been invited to speak at numerous national and international conferences and symposiums on topics such as fertility, andrology and endocrinology. Professor de Kretser’s research has led to a number of patents in Australia and overseas. He is an Officer of the Order of Australia, a Fellow of the Australian Academy of Science and a Fellow of the Australian

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	Professor Paul John Nestel, aged 73, Director

      Professor Nestel has been one of our directors since April 2001. Professor Nestel has been a non-executive Director of Novogen since September 2001. Since January 1995, he has been Senior Principal Research Fellow and Head of the Cardiovascular Nutrition laboratory at the Baker Medial Research Institute, Victoria. Professor Nestel has also been Consultant Physician at the Alfred Hospital, Melbourne since January 1995. He is president of the International Life Sciences Institute (Australasia) and a member of the board of directors of ILSI South East Asia. He was formerly Clinical Professor in Medicine, The Flinders University of South Australia. Professor Nestel is an Officer of the Order of Australia. Professor Nestel’s term as one of our directors expires in 2004.

	Stephen Breckenridge, aged 60, Director

      Mr. Breckenridge has been one of our directors since August 2003. Mr. Breckenridge has had over 25 years experience in public practice as a Chartered Accountant in Australia and since 2001, has been Managing Director of Breckenridge Consulting Pty Ltd which provides independent tax and management advice to multi-nationals and SME’s. Until 2001, Mr. Breckenridge was a tax partner for 24 years with KPMG in Sydney where he provided corporate tax advice to a wide cross section of business in Australia and overseas with particular emphasis in more latter years on international transfer pricing. Mr. Breckenridge has also been involved in the pharmaceutical and chemical industries over a long period including serving on several industry association committees and leading industry focus groups within KPMG. Mr. Breckenridge holds a Master of Tax degree from the University of Sydney and is a Fellow of the Institute of Chartered Accountants and the Taxation Institute of Australia. Mr. Breckenridge was appointed to our board of directors on August 1, 2003 and his term as one of our directors expires in 2003.

	David Ross Seaton, aged 49, Chief Financial Officer

      Mr. Seaton has been our Chief Financial Officer and Company Secretary since September 1999 and has been the Chief Financial Officer of Novogen since December 2000. He holds a degree in Business Studies as well as a Master of Commerce degree from the University of New South Wales. He has completed management development programs at Northwestern University in Chicago as well as Duke University and the London Business School. He has 18 years experience in the pharmaceutical industry. Prior to joining Novogen in 1999 was the Finance Director of GlaxoWellcome Australia Limited from 1995 to 1999.

Corporate Governance

	Board of Directors

      Our board of directors has responsibility for our overall corporate governance and meets regularly throughout the year.

      Four of our six existing board members are also currently directors of Novogen. We are a “controlled corporation” within the meaning given to that term by Nasdaq because Novogen owns more than 50% of our voting power. As a controlled corporation, we are exempt from the requirement that our board be composed of a majority of independent directors.

      The board has established an Audit Committee to oversee our financial matters and a Remuneration Committee to review the performance of executive directors and their remuneration.

	Audit Committee

      The Audit Committee is responsible for overseeing our financial and accounting activities, including external audits and accounting functions. The Audit Committee meets at least twice each year. The Audit

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	Remuneration Committee

      The Remuneration Committee reviews the performance of executive directors and sets their remuneration. The Remuneration Committee also has the power to make recommendations to the full board concerning the allocation of share options to directors and employees. The remuneration and terms of appointment of non-executive directors will be set by our board of directors. The members of the Remuneration Committee are Mr. Johnston, Professor de Kretser and Mr. Breckenridge.

Director and Executive Compensation

	Directors

      Our directors, other than Dr. Kelly and Mr. Naughton, receive directors fees of $A30,000 (approximately US$19,000) per annum from us. Dr. Kelly and Mr. Naughton do not receive any remuneration for performing their duties as our directors.

	Executive Officers

      Our executive officers, Dr. Kelly, Mr. Naughton and Mr. Seaton, are also executive officers of Novogen and do not receive any remuneration directly from us in performing their duties as our executive officers. At the present time, their services are provided to us pursuant to the services agreement with Novogen.

Share Option Plan

      We have adopted a share option plan. As of the date of this prospectus, no options were outstanding under the share option plan and we have no present intention of granting any options under the share option plan. We expect that the board would authorize our remuneration committee to oversee the plan, but no such action has been taken. The following is a summary of the plan.

      The plan provides our directors, employees, employees of our affiliates and certain of our contractors and consultants with the opportunity to participate in our ownership.

      The committee will address participation, the number of options offered and any conditions of exercise. In making these determinations the committee will generally consider the participant’s position and record of service to us and our affiliates and potential contribution to the growth of us and our affiliates. Any other matters tending to indicate the participant’s merit may also be considered.

      Options will be exercisable between two years and five years after grant, unless otherwise determined by the committee appointed by the board. Options granted will be exercisable at a price determined by the committee at the time of issue (and will be subject to adjustment in accordance with the terms of the plan).

      Other key terms of the plan include:

	•	options will lapse if the participants cease to be engaged by us or our affiliates. The committee will have the discretion to waive this provision;
	•	the terms of the plan also provide for adjustments to the rights of an option holder as a result of a reorganization of our capital or other corporate event. The holder of an option is not permitted to participate in any distributions by us or in any rights or other entitlements issued by us to

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		stockholders in respect of our shares unless the options are exercised prior to the relevant record date; and
	•	all options vest on the occurrence of certain events such as a change of control, as defined in the share option plan.

      The plan also contains commonly found provisions dealing with matters such as administration of the plan, amendment of the plan and termination or suspension of the plan.

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BENEFICIAL OWNERSHIP OF COMMON STOCK

      None of our directors or executive officers own any shares of our capital stock. The following table sets forth information with respect to the beneficial ownership of our common stock by owners of more than 5% of our common stock as of September 24, 2003. The person named in this table has sole voting and investment power with respect to the shares of common stock shown.

Number Beneficially

Percentage of

Owned Before and

Shares Beneficially

Percentage of Shares

Name and Address of

After this Offering

Owned Before this

Beneficially Owned

Beneficial Owner

of Shares

Offering

After this Offering

Novogen Limited

49,500,000

95.1

%

91.6

%

140 Wicks Road

North Ryde 2113

Australia

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CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

      Our key assets include the agreements we have entered into with Novogen. These agreements are each summarized below. The following description is only a summary of what we believe are the material provisions of the agreements. Copies of the agreements have been filed with the Securities and Exchange Commission as exhibits to the registration statement of which this prospectus forms a part.

The Amended and Restated License Agreement

	General

      Novogen’s subsidiary, Novogen Research Pty Limited, has granted our subsidiary, Marshall Edwards Pty Limited, a world-wide, non-transferable license under its patents and patent applications and in its licensed know-how to conduct clinical trials and commercialize and distribute phenoxodiol products. We and Novogen have each guaranteed the obligations of our respective subsidiaries under this license agreement. The license is exclusive until the expiration or lapsing of the last relevant Novogen patents or patent applications in the world, and thereafter is non-exclusive for the remainder of the term of the agreement. The license grants us the right to make, have made, market, distribute, sell, hire or otherwise dispose of phenoxodiol products in the field of prevention, treatment or cure of cancer in humans by pharmaceuticals delivered in all forms except topical applications.

      We are obliged to continue current, and undertake further, clinical trials of phenoxodiol, and are responsible for paying for all materials necessary to conduct clinical trials, must conduct all such trials diligently and professionally, must use reasonable endeavors to design and conduct clinical trials to generate outcomes which are calculated to result in regulatory approval of phenoxodiol products, and must keep proper records of all clinical trials and allow Novogen to inspect those records.

      All intellectual property rights in the medication, trial protocols, results of the clinical trials, case report forms and any other materials used in the conduct of the clinical trials are assigned by us to Novogen and we must not publish the results of clinical trials without the prior written consent of Novogen.

      We may not sub-license, sub-contract, or engage agents without the prior written consent of Novogen. Any proposed sub-contractors and agents must first agree in writing to comply with certain confidentiality obligations and to assign to Novogen all intellectual property rights in the Field created or acquired by them in the course of their engagement.

	Marketing and Commercialization

      We may market and commercialize phenoxodiol products under the license in any manner we think fit, so long as we conduct any marketing and commercialization activities on a commercially reasonable basis in compliance with applicable laws and regulations, comply with reasonable directions given by Novogen, act in a manner which we consider to be most beneficial to the interests of us and Novogen, and otherwise act in good faith to Novogen. All advertising and promotional material must be submitted to Novogen for prior approval.

	Fees, Charges and Costs

      The following table summarizes our responsibility for fees, charges and costs under the license agreement.

Payee		Fee/Cost		Description
Novogen		License Fees		During the exclusivity period:
				• 2.5% of the net sales of phenoxodiol products (invoice price less trade discounts and returns taken); and

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Payee		Fee/Cost		Description
				• 25% of all gross income received by or on behalf of us (or our affiliates other than Novogen) from the assignment, sublicensing or other dealing with our rights under the agreement, which we refer to as commercialization income.
				After the exclusivity period, 1.5% of all net sales of phenoxodiol products on the basis described above.
Novogen		First lump sum license fee		A lump sum license fee of $5 million is payable on the later of November 1, 2002 or the date on which the cumulative total of the funds (debt or equity) received by us or our affiliates other than Novogen and the income derived by us or our affiliates other than Novogen and from sales of phenoxodiol products or commercialization income exceeds $25 million.
Novogen		Second lump sum license Fee		A further lump sum license fee of $5 million is payable on the later of November 1, 2003 or the date on which the cumulative total of the funds (debt or equity) received by us or our affiliates other than Novogen and the income derived by us or our affiliates other than Novogen from sales of phenoxodiol products or commercialization income exceeds $50 million.
Novogen		Annual License Fees		For each calendar year set out below for the duration of the exclusivity period, the annual license fees are:
				• calendar year ending December 31, 2003: $1 million;
				• calendar year ending December 31, 2004: $2 million;
				• calendar year ending December 31, 2005: $4 million; and
				• each calendar year following the year ending December 31, 2005: $8 million,
				less any amount payable to Novogen during that calendar year pursuant to the first lump sum license fee referred to above.
Novogen		Patent Costs		We must reimburse Novogen one half of the costs of filing, prosecution and maintenance of the licensed patent rights.
Novogen		Goods and Service Tax		Any goods and services tax payable on any amounts paid under the agreement.
Various		Withholding Tax		We must pay the amount of any withholding taxes payable in any country and must gross-up any royalties withheld.

      Interest accrues daily on the outstanding balance of all overdue amounts payable to Novogen under the license agreement.

     Termination

      We may terminate the license agreement at any time, by giving three months’ notice to Novogen. We may also terminate the agreement if Novogen commits a breach of any of its material obligations under the agreement, becomes the subject of certain bankruptcy proceedings or is unable to lawfully perform its obligations. Novogen may terminate the agreement if we commit a breach of any of our material

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The Amended and Restated Manufacturing License and Supply Agreement

      Our subsidiary, Marshall Edwards Pty Limited has granted to Novogen’s subsidiary, Novogen Laboratories Pty Limited, an exclusive, non-transferable sub-license to manufacture and supply phenoxodiol to us in its primary manufactured form. We and Novogen have each guaranteed the obligations of our respective subsidiaries under this manufacturing license and supply agreement. Novogen must not sublicense its rights or engage agents or subcontractors to exercise its rights or perform its obligations under the agreement without our prior written consent.

     Supply of Phenoxodiol

      We provide to Novogen rolling forecasts quarterly of our estimated supply requirements for phenoxodiol, and issue purchase orders for phenoxodiol to Novogen specifying the volume of phenoxodiol required. Novogen must confirm the quantity it is able to supply to fulfill the purchase order within 5 business days of receiving the purchase order. Novogen must then supply the volume of phenoxodiol it agreed to supply, and must otherwise use all reasonable endeavors to fulfill the purchase order. Novogen must manufacture and deliver phenoxodiol to us at a port nominated by us. Title to the phenoxodiol does not pass to us until we have paid the purchase price (as described below) and retention of title arrangements apply.

      If Novogen materially and persistently fails to supply the amount of phenoxodiol ordered by us by the required date, we may manufacture (or engage a third party, without Novogen’s consent, to manufacture) the amount of the shortfall of phenoxodiol until Novogen demonstrates that it is able to consistently supply phenoxodiol in accordance with our requirements. In this case, Novogen must take all reasonable steps to make available to us or the third party, on commercial terms, the know-how necessary to enable that manufacture to occur.

     Fees and Charges

      The purchase price for phenoxodiol supplied is the total costs to Novogen, plus a mark-up of 50%. The purchase price may be adjusted quarterly by Novogen by reference to the actual costs referred to above for the preceding quarter. If at any time we do not pay any amount due to Novogen, Novogen may suspend the supply of phenoxodiol to us until payment is received.

     Manufacturing Developments and Improvements

      Each party must disclose to the other any new developments, improvements and new know-how relating to the manufacture of phenoxodiol which are made or acquired by it during the term of the agreement. All intellectual property rights in developments, improvements and new know-how made or acquired by Novogen are to be assigned to us. We must provide to Novogen such technical information and assistance as Novogen laboratories reasonably requests in order to exercise its rights and perform its obligations.

      Each party acknowledges that nothing in the agreement shall have the effect of transferring or assigning to Novogen any right, title or interest in any intellectual property rights in the phenoxodiol products licensed under the agreement.

      Novogen agrees to notify us immediately on becoming aware of any infringement of the intellectual property rights in the licensed products or any claim by a third party that the activities of the parties under the agreement infringe such third party’s intellectual property rights. If required, Novogen agrees to be a party to any proceedings brought by us in relation to any infringement of intellectual property rights in the

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	Termination

      Either party may terminate the agreement immediately at any time if the other party becomes the subject of certain bankruptcy proceedings, becomes unable to carry out the transactions contemplated by the agreement or breaches its obligations and does not cure such breach within 21 days notice. We may also terminate the agreement immediately if the license agreement expires or is terminated. Novogen may also terminate the agreement immediately if a change of control, as defined in the manufacturing license and supply agreement, occurs without the consent of Novogen.

	Limitation of Liability

      The liability of Novogen for breach of conditions or warranties imposed by statute is limited to the replacement of goods; supply of equivalent goods, repair or replacement value of goods or the resupply or payment for resupply of services.

The Amended and Restated License Option Deed

      Novogen’s subsidiary, Novogen Research Pty Limited, has granted our subsidiary, Marshall Edwards Pty Limited, an exclusive first right to accept and an exclusive last right to match any proposed dealing by Novogen with its intellectual property rights with a third party relating to certain synthetic pharmaceutical compounds (other than phenoxodiol) developed by Novogen or its affiliates. We and Novogen have each guaranteed the obligations of our respective subsidiaries under the license option deed.

	Option Compounds

      The rights relate to all synthetic pharmaceutical compounds, known as Option Compounds, delivered or taken in all forms except topical applications (other than phenoxodiol, which is the subject of the license agreement), developed before or during the term of the deed, by or on behalf of Novogen or its affiliates, which have known applications in the Field of prevention, treatment or cure of cancer in humans.

	Dealings in Option Compounds and Exercise of Rights

      Novogen must not, and must ensure that its affiliates other than us do not, deal, solicit entertain or discuss dealings with any intellectual property rights in the Field or in relation to any Option Compounds without giving us an exclusive first right to accept and an exclusive last right to match any such dealing. If we exercise our first right to accept or last right to match, Novogen must deal with the intellectual properly rights in favor of us on the terms and conditions proposed. We have 15 business days to exercise those rights and, if we fail to do so, Novogen may deal with those intellectual property rights in favor of a third party provided that the terms are no more favorable to that third party than those first offered to us or which we declined to match.

	Protection of Intellectual Property

      Novogen must act in good faith toward us in relation to its obligations under the deed and must ensure that all persons involved in any research or development work in the Field in relation to Option Compounds assign all intellectual property rights relating to the Option Compounds to Novogen. Novogen must also ensure that its affiliates, other than us, do the same. Novogen continues to be solely responsible for the maintenance of any patent rights in the Option Compounds, which it may maintain and enforce at its sole discretion and expense.

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	Development Reports

      Novogen must provide to us from time to time and in no event less frequently than every six months development reports relating to the clinical trials and development of Option Compounds, and must notify us immediately of any regulatory approvals granted and assessments made by any government agency.

	Term and Termination

      The term of the deed is sixteen years from the commencement date, unless terminated earlier. We may terminate the deed at any time on three month’s notice to Novogen. Either party may terminate the deed immediately at any time if the other party becomes the subject of certain bankruptcy proceedings, becomes unable to carry out the transactions contemplated by the agreement or breaches its obligations and does not cure such breach within 21 days notice.

      Novogen may also terminate the deed immediately if a change of control, as defined in the license option deed, occurs without the consent of Novogen.

The Amended and Restated Services Agreement

      Novogen has agreed to provide a range of services to us, or procure that its subsidiaries provide those services.

      These services include providing general assistance and advice on research and development and commercializing phenoxodiol products and other compounds in which we may acquire intellectual property rights in the future, such as Option Compounds in relation to which we have exercised its rights under the license option deed.

      Novogen’s obligations also include providing, within the agreed budgets described below, our needs with respect to secretarial, marketing, finance, logistics, administrative and managerial support. Novogen also plans, conducts and supervises pre-clinical and clinical trials with phenoxodiol and with other compounds in which we have intellectual property rights. Novogen also provides scientific and technical advice on management of pre-clinical and clinical research programs undertaken by us and manages such research provisions.

      Novogen may not sub-contract the provision of any part of the services without our prior written consent.

	Fees for Services

      We pay services fees to Novogen in accordance with an agreed annual budget. At the beginning of each financial year Novogen prepares a budget estimate for us with respect to the percentage of time spent by Novogen’s employees and consultants in the provision of services to us in the previous financial year and any relevant considerations which are likely to influence the time spent for the following financial year. Each estimate must include the remuneration paid by Novogen to each person expected to provide the services and the percentage of time Novogen expects those persons will spend on our business, the allocated on-costs attributable to each person, a premises rental charge and a charge for asset usage and general overheads. The total estimate is to be the sum of these charges plus a mark-up of 10%. We also pay Novogen’s reasonable out of pocket expenses incurred in providing the services to us. At the end of the fiscal year an adjustment is made to reflect actual costs incurred where they differ from budget.

	Intellectual Property and Confidentiality

      All intellectual property rights created by Novogen in the performance of the services for or at the request of us are licensed to us. Each party also has obligations to the other party to honor the other’s confidential information confidential.

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	Termination

      We may terminate our rights and obligations under the services agreement on three months’ written notice to Novogen. Either we or Novogen may terminate the agreement immediately at any time if the other party becomes the subject of certain bankruptcy proceedings, becomes unable to carry out the transactions contemplated by the agreement, breaches its obligations and does not cure such breach within 21 days notice or if a change of control in the other party occurs. Novogen may also terminate the agreement immediately if a change of control, as defined in the services agreement, occurs without the consent of Novogen.

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DESCRIPTION OF OUR SECURITIES

      The shares of common stock and warrants offered hereby will be sold only in units. Each common stock unit consists of one share of common stock and one warrant to purchase one share of common stock. No common stock units have been issued prior to this offering.

Description of our Capital Stock

      Our total authorized share capital is 113,100,000 shares consisting of 113,000,000 shares of common stock, $0.00000002 par value per share, and 100,000 shares of preferred stock, $0.01 par value per share. As of the date of this prospectus, 52,032,000 shares of our common stock and no shares of preferred stock are issued and outstanding.

	Common Stock

      The holders of common stock are entitled to one vote per share. In the event of a liquidation, dissolution or winding up of our affairs, holders of the common stock will be entitled to share ratably in all our assets that are remaining after payment of our liabilities and the liquidation preference of any outstanding shares of preferred stock. All outstanding shares of common stock are fully paid and non-assessable. The rights, preferences and privileges of holders of common stock are subject to any series of preferred stock that we have issued or that we may issue in the future. The holders of common stock have no preemptive rights and are not subject to future calls or assessments by us.

	Preferred Stock

      The board has the authority to issue up to 100,000 shares of preferred stock in one or more series and to fix the rights, preferences, privileges and restrictions in respect of that preferred stock, including dividend rights, dividend rates, conversion rights, voting rights, terms of redemption (including sinking fund provisions), redemption prices and liquidation preferences, and the number of shares constituting such series and the designation of any such series, without future vote or action by the shareholders. Therefore, the board without the approval of the shareholders could authorize the issue of preferred stock with voting, conversion and other rights that could affect the voting power, dividend and other rights of the holders of shares or that could have the effect of delaying, deferring or preventing a change of control. As of the date of this prospectus, we have no plans to issue any preferred stock.

	Transfer Agent

      Our transfer agent is Computershare Investor Services, LLC, Two North La Salle Street, Chicago, Illinois 60602.

Description of our Warrants

	Warrants included in the common stock units

      Each warrant included in the common stock units represents the right to purchase one share of our common stock at an exercise price equal to 120% of the initial public offering price set forth on the cover of this prospectus. The warrants are immediately exercisable and will expire three years after the date they are issued. The number of shares of our common stock to be received upon the exercise of each warrant may be adjusted from time to time upon the occurrence of certain events, including but not limited to the payment of a dividend or other distribution in respect common stock, subdivisions, reclassifications or combinations of our common stock. The securities receivable upon exercise of each warrant may be adjusted in the event of any reorganization, consolidation, merger, liquidation or similar event.

      We have authorized and reserved for issuance all shares of common stock issuable upon exercise of each warrant.

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      Holders of the warrants may only exercise their warrants for the purchase of shares of common stock if a registration statement and current prospectus relating to these shares is then in effect and only if the shares are qualified for sale, or deemed to be exempt from qualification under applicable state securities laws. We are required to use our best efforts to maintain a current prospectus relating to these shares of common stock at all times when the market price of the common stock exceeds the exercise price of the warrants, until the expiration date of the warrants. We cannot assure you that an effective registration statement or current prospectus will be available at the time you desire to exercise your warrants.

      Upon exercise of the warrants included in the units, we will, as soon as reasonably practicable, apply to the Alternative Investment Market of the London Stock Exchange for the admission of the shares of common stock underlying the warrants. Under the rules of the Alternative Investment Market, we must submit an application form in respect of such shares at least three business days before the expected date of admission.

      For the term of the warrants, the holders thereof are given the opportunity to profit from an increase in the per share market price of our common stock, with a resulting dilution in the interest of all other shareholders. So long as the warrants are outstanding, the terms on which we could obtain additional capital may be adversely affected. The holders of the warrants might be expected to exercise them at a time when we would, in all likelihood, be able to obtain additional capital by a new offering of securities on terms more favorable than those provided by the warrants.

	Outstanding Warrants

      As of the date of this prospectus, warrants to purchase an aggregate of 2,514,000 shares of our common stock are outstanding. These warrants have the same terms and provisions as the warrants included in the units, except the existing warrants are currently exercisable, have an exercise price of $4.00 per share and expire on November 30, 2003.

Summary of our By-Laws and Certificate of Incorporation and certain Provisions of the Delaware General Corporation Law (DGCL)

      The following summary of the terms and provisions of the our certificate of incorporation, by-laws, certain aspects of the DGCL does not purport to be complete. Reference should be made to our certificate of incorporation and our by-laws and to applicable law for the complete description.

	Meetings of Stockholders and Voting

      Our by-laws provide for an annual meeting of stockholders, the date of which is fixed by the board. Meetings of stockholders may be held at such place as may be designated by the board. Stockholders are entitled to inspect our books and records to the extent allowable by Delaware law. Our by-laws provide that a quorum for the transaction of business at any meeting of stockholders is stockholders holding at least one-third of the shares entitled to vote at such meeting. Decisions at stockholder meetings will normally be made by a majority of votes cast except in the case of any resolution that, as a matter of law, requires a special majority. Each stockholder entitled to vote at a meeting of stockholders or to express consent or dissent to each corporate action in writing without a meeting may authorize another person or persons to act for him or her by proxy.

	Appointment and Removal of Directors

      Our certificate of incorporation and by-laws provide that the number of directors will be set by the board, but shall be between two and nine. We currently have six directors.

      Under our certificate of incorporation and by-laws, directors are to be appointed at the annual general meeting for a term of three years unless the director is removed, retires or the office is vacated earlier. Our

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      A director may resign at any time. The resignation is effective on our receipt of notice. Any or all directors may be removed with or without cause by a resolution of stockholders entitled to vote to elect directors. Vacancies may be filled by resolution of a majority of directors then in office or by a sole remaining director, and any director so owed shall serve for the remainder of the full term of the class of directors in which the vacancy occurred.

	Amendments of the By-Laws

      Our by-laws provide that the power to amend the by-laws will vest in the directors, subject to the reserved power of the stockholders to amend or repeal any by-laws adopted by the board.

	Amendments of the Certificate of Incorporation

      Our certificate of incorporation can be amended, after the approval and recommendation of the amendment by the board of directors, by a majority vote of our stockholders, except for certain matters rotated to the board for which the certificate of incorporation requires a vote of not less than eighty percent (80%) of the outstanding shares eligible to be cast and certain other matters for which Delaware law requires a supermajority vote.

	Indemnification of Directors and Officers

      Our certificate of incorporation provides that we will indemnify our directors and officers to the fullest extent permitted by the DGCL. Section 145 of the DGCL provides that the extent to which a corporation may indemnify its directors and officers depends on the nature of the action giving rise to the indemnification right. In actions not on behalf of the corporation, directors and officers may be indemnified for acts taken in good faith and in a manner reasonably believed to be in or not opposed to the best interests of the corporation. In actions on behalf of the corporation, directors and officers may be indemnified for acts taken in good faith and in a manner reasonably believed to be in or not opposed to the best interests of the corporation, except for acts as to which the director or officer is adjudged liable to the corporation, unless the relevant court determines that indemnification is appropriate despite such liability. Section 145 also permits a corporation to (i) reimburse present or former directors or officers for their defense expenses to the extent they are successful on the merits or otherwise and (ii) advance defense expenses upon receipt of an undertaking to repay the corporation if it is determined that payment of such expenses is unwarranted.

      To supplement the general indemnification right contained in our certificate of incorporation, the by-laws provide for the specific indemnification rights permitted by Section 145 (as described above). The by-laws also permit us to purchase directors and officers insurance, but no director or officer has a right to require this.

      In addition to the indemnification rights described above, our certificate of incorporation eliminates any monetary liability of directors to us or our shareholders for breaches of fiduciary duty except for (i) breaches of the duty of loyalty, (ii) acts or omissions in bad faith, (iii) improper dividends or share redemptions and (iv) transactions from which the director derives an improper personal benefit.

	Indemnification of Novogen

      Our certificate of incorporation provides that we will indemnify Novogen to the fullest extent permitted by the DGCL in connection with certain actions brought against Novogen by us, any of our stockholders or any other person.

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     Transactions and Corporate Opportunities

      Under our amended and restated certificate of incorporation, we are subject to certain provisions which serve to define and delineate the respective rights and duties of us, Novogen and some of our directors and officers in situations where:

	•	Novogen invests or engages in business activities that are the same as, or similar to, our business activities,
	•	directors, officers and/or employees of Novogen serve as our directors and/or officers, and
	•	Novogen has interest in a potential transaction or matter in which we have a similar interest in exploiting as a matter of corporate opportunity.

      Pursuant to our amended and restated certificate of incorporation, Novogen has no duty to refrain from investing or engaging in activities or lines of business similar to ours and neither Novogen nor any of its officers, directors, stockholders, affiliates, subsidiaries or employees will be liable to us or our stockholders for breach of any fiduciary duty by reason of any of these activities. In addition, if Novogen acquires knowledge of a potential transaction or matter which may be a corporate opportunity for both our company and Novogen, then neither Novogen nor any of its officers, directors, stockholders, affiliates, subsidiaries or employees will have a duty to communicate or offer this corporate opportunity to us and will not be liable to us or our stockholders for breach of any fiduciary duty as a stockholder by reason of the fact that Novogen or any other such person pursues or acquires the corporate opportunity for itself, directs the corporate opportunity to another person or does not communicate information regarding the corporate opportunity to us.

      We do not release from potential liability our own officers and directors in instances where a corporate opportunity is offered to the officer and/or director in his or her capacity as an officer and that person:

	•	serves as a director, officer or employee of Novogen while holding the position of a director but not officer of our company; or
	•	serves as an officer or employee of Novogen and serves as one of our officers.

      Further, any of our officers who is also a Novogen director but not a Novogen officer or employee may be potentially liable for exploiting our corporate opportunities whether or not such opportunity was offered to that officer in his or her official capacity.

      By becoming one of our stockholders, you will be deemed to have notice of and consented to these provisions of our amended and restated certificate of incorporation. Until Novogen ceases to beneficially own common stock representing at least 20% of the voting power of our outstanding capital stock, these provisions may not be amended or repealed except by the vote of the holders of 80% of the voting power of our outstanding shares of capital stock.

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SHARES ELIGIBLE FOR FUTURE SALE

      Upon completion of this offering, there will be 54,032,000 shares of our common stock outstanding. Of the shares which will be outstanding after the offering:

	•	all 2,000,000 shares included in the common stock units and sold in this offering will be freely tradeable;
	•	2,532,000 shares will be “restricted securities” held by non-affiliates; and
	•	49,500,000 shares will be held by Novogen.

      The restricted securities described above, of which 2,523,000 were issued in May 2002, and of which 9,000 were issued upon exercise of outstanding warrants, will be eligible for sale in the public market 90 days after the date of this prospectus, subject to volume limitations, manner of sale provisions and other requirements of Rule 144, from time to time. We also have outstanding warrants to purchase an aggregate of 2,514,000 shares of our common stock. These warrants have an exercise price of $4.00 per share and expire on November 30, 2003. Any shares of our common stock issued upon exercise of these warrants will also be restricted securities.

      In general, under Rule 144 as currently in effect, a person who has beneficially owned restricted securities for at least one year, including an affiliate, is entitled to sell, within any three-month period, a number of shares that does not exceed the greater of:

	•	one percent of the then outstanding shares of our common stock (approximately 540,320 shares immediately following this offering); or
	•	the average weekly trading volume during the four calendar weeks preceding filing of notice of such sale.

      A person (or persons whose shares are aggregated) who is not deemed to have been an affiliate of ours at any time during the 90 days preceding a sale and who owns shares that were acquired from us or an affiliate of ours for at least two years prior to the proposed sale is entitled to sell such shares pursuant to Rule 144(k) without regard to the volume limitations, manner of sale provisions or other limitations of Rule 144.

      Shares held by Novogen may be sold in the public market, subject to the volume, manner of sale and other limitations of Rule 144, but may not be sold in reliance upon Rule 144(k).

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PLAN OF DISTRIBUTION

      Of the common stock units offered by this prospectus, 500,000 units are being offered by means of an underwritten public offering and 1,500,000 units are being offered by means of a directed share subscription program to eligible holders of ordinary shares and American Depositary Receipts of Novogen and to our eligible shareholders, excluding Novogen.

Underwritten Public Offering

      Subject to the terms and conditions of an underwriting agreement entered into between us and Janney Montgomery Scott LLC, as underwriter, the underwriter has agreed to purchase, and we have agreed to sell to the underwriter, 500,000 shares of our common stock units (excluding 300,000 units that the underwriter has the option to purchase to cover over-allotments, if any), as well as any common stock units that are not subscribed for as part of the directed share subscription program.

      The underwriting agreement provides that the obligations of the underwriter are subject to various conditions, including approval of certain legal matters by its counsel. The nature of the underwriter’s obligations is that the underwriter is committed to purchase and pay for on a firm commitment basis the common stock units referenced above.

      The following tables shows the per common stock unit and total underwriting discounts and commissions we will pay to the underwriter. These amounts are shown assuming both no exercise and full exercise of the over-allotment option to purchase additional common stock units as part of the underwritten offering.

		Without				With
		Over-Allotment Exercise				Over-Allotment Exercise
Per Common Stock Unit		$				$
Total		$				$

      The underwriter proposes to offer the common stock units directly to the public at the public offering price listed on the cover page of this prospectus. After this offering, the underwriter may change the offering price to the public.

      We have granted to the underwriter an option to purchase up to an aggregate of 300,000 additional common stock units at the public offering price, less underwriting discounts and commissions, listed on the cover page of this prospectus, solely to cover over-allotments, if any.

      This offering of common stock units is made for delivery when, as and if accepted by the underwriter and subject to prior sale to withdrawal, cancellation or modification of the offering without notice. The underwriter or we reserve the right to reject any order for the purchase of units in whole or in part.

      We have agreed to indemnify the underwriter against liabilities, including liabilities to which the underwriter may become subject under any applicable federal or state law or otherwise, and to continue to reimburse payments the underwriter may be required to make with respect to these liabilities.

Directed Share Subscription Program

      Of the 2,000,000 common stock units being offered pursuant to this prospectus, we are offering up to an aggregate of 1,500,000 units at the public offering price to eligible holders of ordinary shares and American Despositary Shares of Novogen and to our eligible shareholders, excluding Novogen, who owned their shares as of the close of business on                               , 2003. Janney Montgomery Scott LLC will act as our dealer manager in connection with our directed share subscription program. Eligible shareholders may purchase one unit for every:

	•	ordinary shares of Novogen held;
	•	American Despositary Receipts of Novogen held; and

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	•	shares of our common stock held;

      up until the aggregate 1,500,000 units are purchased.

      Each eligible holder who purchases his or her allotment as described above may also purchase additional units at the same purchase price per share. The number of additional units available for this over-subscription privilege will depend on how many holders purchase their full allotment of units. If there are not enough of our units available to fully satisfy all of the over-subscription privilege requests, the available units will be distributed among eligible holders who exercised their over-subscription privilege. In the event you choose to exercise the over-subscription privilege but receive less than you requested, you will receive a refund for the subscription price of any shares you do not receive promptly after the closing of this offering.

      Janney Montgomery Scott LLC has agreed to purchase any units allocated to the directed share subscription program to the extent that such units are not purchased by the eligible shareholders under the directed share subscription program.

      Sales under the directed share subscription program will close on the closing of the sale of the other units offered to the public. It is expected that sales under the directed share subscription program will be reflected in each purchaser’s book-entry account at the Depository Trust Company, if any, shortly after the closing of these sales. After the closing of these sales, we will mail stock certificates and warrants to all purchasers who do not maintain book-entry accounts at the Depository Trust Company. Distribution of share certificates purchased through the directed share subscription program will be made to the purchasers as soon as practicable following closing of the sale of the shares to the public.

      The purchase price for the units under the directed share subscription program will be the same price per unit as that offered to the public and set forth on the cover page of this prospectus. For purposes of this prospectus, when we present financial data that reflects this offering, it is assumed that all shares offered under the directed share subscription program are sold. The underwriter will receive a percentage management fee on all units offered through the directed share subscription program. The management fee represents compensation for the underwriter’s role as it relates to due diligence, participation in the drafting of this prospectus and general coordination of the overall offering.

      The following table shows the per common stock unit and total management fees to be paid by us to the dealer manager. These amounts are shown assuming that the direct share subscription program is fully subscribed.

		Directed Share
		Subscription Program
Per Common Stock Unit		$
Total		$

      We estimate that the total expenses of this offering, including both the underwritten public offering and the directed share subscription program, but excluding the underwriting discount and management fees, will be approximately $                    , which includes a $                     non-accountable expense allowance payable to the underwriter for costs and expenses (including price stabilization) associated with this offering.

      The expenses of the directed share subscription program, exclusive of the management fee to be paid to the underwriter, are estimated at $               and are payable by us.

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LEGAL MATTERS

      The validity of the securities offered hereby will be passed upon for us by Morgan, Lewis & Bockius LLP. Certain legal matters will be passed upon for the underwriter by Pepper Hamilton LLP.

EXPERTS

      The consolidated financial statements of Marshall Edwards, Inc. (a development stage company) at June 30, 2003 and 2002, and for the years then ended and for the period from December 1, 2000 (inception) through June 30, 2003, appearing in this prospectus and registration statement have been audited by Ernst & Young LLP, independent auditors, and the information under the caption “Summary Historical Consolidated Financial Data” for each of the two years in the period ended June 30, 2003 and for the period from December 1, 2000 (inception) through June 30, 2003, appearing in this prospectus and registration statement have been derived from consolidated financial statements audited by Ernst & Young LLP, as set forth in their report thereon appearing elsewhere herein.

      Such consolidated financial statements and summary historical consolidated financial data are included in reliance upon such reports given on the authority of such firm as experts in accounting and auditing.

AVAILABLE INFORMATION

      We have filed with the SEC a registration statement on Form S-1 with respect to the common stock units offered hereby. This prospectus, which constitutes a part of the registration statement, does not contain all of the information set forth in the registration statement or the exhibits and schedules which are part of the registration statement. For further information with respect to us and our common stock and the attached rights, reference is made to the registration statement and the exhibits and schedules thereto. You may read and copy any document we or Novogen periodically file at the SEC’s public reference room in Washington, D.C. Please call the SEC at 1-800-SEC-0330 for further information on the public reference room. These SEC filings are also available to the public from the SEC’s website at http://www.sec.gov.

      Upon completion of this offering, we will become subject to the information and periodic reporting requirements of the Securities Exchange Act and, in accordance therewith, will file periodic reports, proxy statements and other information with the SEC. Such periodic reports, proxy statements and other information will be available for inspection and copying at the SEC’s public reference rooms and the website of the SEC referred to above.

      We are required by the Alternative Investment Market of the London Stock Exchange to prepare half-yearly reports and annual audited accounts. You may request a copy of these reports, which we will provide to you at no cost, by writing or calling us at our mailing address and telephone number: 140 Wicks Road, North Ryde NSW 2113, Australia, telephone: (011) 61 2 8877 6196.

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GLOSSARY OF TERMS

“Androgens”		male sex hormones, e.g. testosterone
“Anti-androgen”		a process that reduces the biological impact of androgens, either by blocking the production of androgens or by interfering with their function
“Apoptosis”		the process of programmed cell death by which a cell dies naturally
“Bio-available”		absorbed into the body in a useable form
“Blood plasma”		the liquid component of blood
“Bolus injection”		an intravenous injection delivered quickly (usually over several minutes)
“Chemotherapy”		the treatment of cancer by drugs
“Cytostatic”		the process by which a cell is prevented from dividing
“Cytotoxic”		having a lethal effect on cells
“Death Receptor”		signaling molecule that when activated causes cell death
“Differentiation”		the process by which new cells develop the appearance and functions of a mature cell
“Di-phenols”		a chemical term referring to two joined isoflavonoid ring structures
“Estrogen”		female reproductive hormone
“FDA”		the United States Food and Drug Administration
“Flavonoids”		compounds based on an isoflavonoid ring structure
“in vitro”		in the laboratory
“in vivo”		in animals
“IND”		Investigational New Drug
“Isoflavonoid ring structure”		a chemical term referring to a simple phenolic ring structure
“Kinases”		an enzyme catalyzing the transfer of phosphate groups to form triphosphates.
“MSTR”		Multiple Signal Transduction Regulator
“NDA”		New Drug Approval
“Oncology”		branch of medicine concerned with the study of cancer
“Pharmacokinetic”		the behavior of a drug within the body, in particular the length of time it remains within the blood and the rate at which it is eliminated from the body
“Phase Ia”		the first trial of a new drug in humans usually undertaken to determine pharmcokinetics

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“Phase Ib/IIa”		a clinical study the primary objective of which is to measure safety and efficacy
“Phase II”		usually an expanded Phase IIb study measuring safety and efficacy at different dosages
“Phase III”		usually a multi-center study measuring efficacy in large numbers of patients
“Prostate cancer”		cancer of the prostate gland
“Prostate smooth muscle cells”		the main type of stromal cells found in the prostate gland
“Prostate stromal cells”		the principal type of non-glandular cells found in the prostate gland
“Signal transduction mechanism”		a series of chemical signals transmitted within cells that lead to the expression of a particular function by the cell
“Sphingosine Kinase”		an enzyme believed to enable a cell’s response to a number of important signals, including those related to cell survival and cell growth
“STR”		Signal Transduction Regulator
“Structure function relationship”		the relationship between a compound’s particular chemical structure and its biological activity

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INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

Report of Independent Auditors			F-2
Consolidated Balance Sheets as of June 30, 2003 and 2002			F-3
Consolidated Statements of Operations for the years ended June 30, 2003 and 2002, and the period from December 1, 2000 (inception) through June 30, 2003			F-4
Consolidated Statements of Shareholders’ Equity			F-5
Consolidated Statements of Cash Flows for the years ended June 30, 2003 and 2002, and the period from December 1, 2000 (inception) through June 30, 2003			F-6
Notes to Consolidated Financial Statements			F-7

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REPORT OF INDEPENDENT AUDITORS

The Board of Directors

      We have audited the accompanying consolidated balance sheets of Marshall Edwards, Inc. (a development stage company) as of June 30, 2003 and 2002, and the related consolidated statements of operations, shareholders’ equity, and cash flows for the years then ended and for the period from December 1, 2000 (inception) through June 30, 2003. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

      We conducted our audits in accordance with auditing standards generally accepted in the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

      In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of Marshall Edwards, Inc. at June 30, 2003 and 2002, and the consolidated results of its operations and its cash flows for the years then ended and the period from December 1, 2000 (inception) through June 30, 2003, in conformity with accounting principles generally accepted in the United States.

	Ernst & Young LLP

Stamford, CT

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MARSHALL EDWARDS, INC

CONSOLIDATED BALANCE SHEETS

				June 30,
				2003				2002
				(In thousands)
ASSETS
Current assets:
	Cash and cash equivalents			$	7,244			$	9,164
	Prepaid expenses and other current assets				42				21
		Total current assets			7,286				9,185
		Total assets		$	7,286			$	9,185
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
	Accounts payable			$	433			$	198
	Accrued expenses				278				—
	Amounts due to parent company				642				88
		Total current liabilities			1,353				286
Shareholders’ equity:
	Preferred stock, $0.01 par value, authorized 100,000 shares, none outstanding				—				—
	Common stock, $0.00000002 par value, 113,000,000 authorized shares; 52,032,000 and 52,023,000 issued and outstanding shares in 2003 in 2002, respectively				—				—
	Additional paid-in capital				9,058				9,022
	Deficit accumulated during development stage				(3,156	)			(123	)
	Accumulated other comprehensive income				31				—
		Total shareholders’ equity			5,933				8,899
		Total liabilities and shareholders’ equity		$	7,286			$	9,185

See accompanying notes.

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MARSHALL EDWARDS, INC

CONSOLIDATED STATEMENTS OF OPERATIONS

												Period from
												December 1, 2000
				Year Ended June 30,								(Inception)
												through June 30,
				2003				2002				2003
				(In thousands, except share and per share data)
Revenues:
	Interest and other income			$	145			$	7			$	152
		Total revenues			145				7				152
Operating expenses:
	Research and development				(2,024	)			(69	)			(2,093	)
	License fees				(500	)			—				(500	)
	Selling, general and administrative				(654	)			(60	)			(714	)
		Total operating expenses			(3,178	)			(129	)			(3,307	)
Loss from operations					(3,033	)			(122	)			(3,155	)
Income tax expense					—				(1	)			(1	)
Net loss arising during development stage				$	(3,033	)		$	(123	)		$	(3,156	)
Net loss per common share:
	Basic and diluted			$	(0.058	)		$	(0.002	)
Weighted average common shares outstanding					52,023,247				49,769,581

See accompanying notes.

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MARSHALL EDWARDS, INC.

CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

											Deficit
											Accumulated				Accumulated
											During				Other
			Common				Additional				Development				Comprehensive
			Stock				Paid-in Capital				Stage				Income				Total
			(Shares)
							(In thousands)
Balance at June 30, 2001				49,500,000			$	—			$	—			$	—			$	—
Net loss arising during development stage												(123	)							(123	)
Common stock issued May 22, 2002 (including 2,523,000 warrants)				2,523,000				9,022												9,022
Balance at June 30, 2002				52,023,000				9,022				(123	)			—				8,899
Net loss arising during development stage												(3,033	)							(3,033	)
Foreign currency translation adjustments																31				31
	Comprehensive Loss																			(3,002	)
Common stock issued, June 26, 2003				9,000				36												36
Balance at June 30, 2003				52,032,000			$	9,058			$	(3,156	)		$	31			$	5,933

See accompanying notes.

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MARSHALL EDWARDS, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

												Period from
				Year Ended June 30,								December 1, 2000
												(Inception) through
				2003				2002				June 30, 2003
				(In thousands)
Operating activities:
	Net loss arising during development stage			$	(3,033	)		$	(123	)		$	(3,156	)
	Adjustments to reconcile net loss to cash (used in) provided by operating activities:
	Changes in operating assets and liabilities:
		Prepaid expenses and other current assets			(21	)			(21	)			(42	)
		Accounts payable and amounts due to parent company			1,067				286				1,353
Net cash (used in) provided by operating activities					(1,987	)			142				(1,845	)
Financing activities:
	Net proceeds from issuance of Common Stock				36				9,022				9,058
Net cash provided by financing activities					36				9,022				9,058
Effect of exchange rate changes on cash and cash equivalents					31				—				31
Net (decrease) increase in cash and cash equivalents					(1,920	)			9,164				7,244
Cash and cash equivalents at beginning of period					9,164				—				—
Cash and cash equivalents at end of period				$	7,244			$	9,164			$	7,244
Income taxes paid				$	—			$	1			$	1

See accompanying notes.

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MARSHALL EDWARDS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1.	Organization and Basis of Preparation of Financial Statements

      Marshall Edwards, Inc. (the “Company” or “MEI”) is a development stage company incorporated in December 2000 that commenced operations in May 2002 coinciding with its listing on the London Stock Exchange’s Alternative Investment Market (AIM). In connection with its listing, 2,523,000 shares of Common Stock and 2,523,000 warrants, exercisable prior to November 30, 2003 at an exercise price of $4.00 per share (9,000 exercised on June 26, 2003), were issued in May 2002 at $4.00 per share. Total proceeds of $9,022,000 were received net of $1,070,000 of transaction costs. Following the listing, Novogen Limited, an Australian pharmaceutical company listed on both the Australian Stock Exchange and NASDAQ, retained 95.1% of the Company’s Common Stock. The costs of organizing MEI were paid by Novogen and were minimal.

      The Company, including its Australian subsidiary, Marshall Edwards Pty. Limited (“MEPL”) (together, the “MEI Group”) is a pharmaceutical company with a primary focus on oncology drugs. The Company plans to develop phenoxodiol for use in a wide range of human cancers. The Company operates primarily in Australia and the United States.

      Novogen Limited and its subsidiary companies, other than MEI Group (“Novogen”), has granted to the MEI Group an exclusive license under its patent applications and the intellectual property rights in the relevant know-how to develop, market and distribute all forms of administering phenoxodiol for anti-cancer uses except topical applications. In addition, the MEI Group has the option of an exclusive first right and an exclusive last right to match any proposal dealing with third parties by Novogen Research Pty Ltd for the intellectual property rights and development of other anti cancer drugs in the agreed dose forms derived from the Novogen library of compounds.

      The MEI Group’s initial business focus is to continue the clinical program currently underway for the development of phenoxodiol.

2.	Accounting Policies

	Revenue Recognition

	Interest

      The only revenue earned to date is interest on cash and cash equivalents.

	Principles of Consolidation

      The consolidated financial statements include the accounts of Marshall Edwards, Inc. and its subsidiary, Marshall Edwards Pty. Limited which is a wholly-owned Australian company. Significant intercompany accounts and transactions have been eliminated in consolidation.

	Estimates

      The preparation of the consolidated financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and the accompanying notes. Actual results could differ from those estimates.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

	Cash Equivalents

      The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents.

	Income Taxes

      Income taxes have been provided for using the liability method in accordance with FASB Statement No. 109, “Accounting for Income Taxes.” Under this method, deferred tax assets and liabilities are recognized and measured using enacted tax rates in effect for the year in which the differences are expected to be recognized. Valuation allowances are established against the recorded deferred income tax assets to the extent that management believes that it is more likely than not that a portion of the deferred income tax assets are not realizable.

	Fair Value of Financial Instruments

      The carrying amounts of the Company’s financial instruments, including cash and cash equivalents, and accounts payable approximate fair value.

	Foreign Currency Translation

      The financial statements of MEPL have been translated into U.S. dollars in accordance with FASB Statement No. 52, “Foreign Currency Translation.” Assets and liabilities are translated into U.S. dollars using the exchange rates in effect at the balance sheet date. Income statement amounts have been translated using the average exchange rate for the year. Accumulated other comprehensive loss includes the cumulative translation adjustments. Realized gains and losses from foreign currency transactions are reflected in the consolidated statements of operations and were not significant for all periods presented.

	Research and Development Expenses

      Research and development expenses relate primarily to the cost of conducting human clinical trails of phenoxodiol. Research and development costs are charged to expense as incurred.

	Stock-Based Compensation

      The Company’s stock option plan provides for the grant of options to employees of the Company and its affiliates. To date no options have been granted under the plan.

	Basic and Diluted Loss Per Share

      Basic and diluted earnings or loss per share is calculated in accordance with FASB Statement No. 128, “Earnings Per Share.” In computing basic earnings or loss per share, the dilutive effect of stock options and warrants are excluded, whereas for diluted earnings per share they are included unless the effect is anti-dilutive.

	Comprehensive Loss

      Comprehensive loss is comprised of net loss and other comprehensive loss. Other comprehensive loss includes certain changes in shareholders’ equity that are excluded from net loss is comprised of changes in foreign currency translation adjustments. Comprehensive loss for all periods presented has been reflected in the consolidated statement of shareholders’ equity.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

	Recent Accounting Announcements

      Accounting pronouncements issued by the financial accounting standards board or other authoritative accounting standards groups with future effective dates are either not applicable or not significant to our consolidated financial statements.

3.	Income Taxes

      Loss from operations consists of the following:

		Year Ended June 30,
		2003				2002
		(In thousands)
Domestic		$	(186	)		$	(19	)
Foreign			(2,847	)			(103	)
		$	(3,033	)		$	(122	)

      The reconciliation of income tax computed at the U.S. federal statutory tax rate to income tax expense attributable to loss arising during development stage is as follows:

		Year Ended June 30,
		2003								2002
		(In thousands)				%				(In thousands)				%
Tax at U.S. statutory rates		$	(1,062	)			35			$	(43	)			35
Australian tax			—				—				1				—
Valuation allowance			1,062				(35	)			43				(35	)
		$	—				—			$	1				—

      Deferred tax liabilities and assets are comprised of the following:

		June 30,
		2003				2002
		(In thousands)
Deferred tax liabilities
Prepayments		$	—			$	4
Total deferred tax liabilities			—				4
Deferred tax assets
Consultant and other accruals			265				6
Total deferred tax assets			265				6
Valuation allowance for deferred tax assets			(265	)			(2	)
Net deferred tax assets and liabilities		$	—			$	—

      Management evaluates the recoverability of the deferred tax asset and the amount of the required valuation allowance. Due to the uncertainty surrounding the realization of the tax deductions in future tax returns, the Company has recorded a valuation allowance against its net deferred tax asset at June 30, 2003 and 2002. At such time as it is determined that it is more likely than not that the deferred tax assets will be realized, the valuation allowance will be reduced.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

      There was no benefit from income taxes recorded for the period from December 1, 2000 (inception) to June 30, 2003 due to the Company’s inability to recognize the benefit of net operating losses. The Company had federal net operating loss carryforwards of approximately $205,000 and $14,000 at June 30, 2003 and 2002, respectively. The federal net operating losses will begin to expire in 2022.

      Foreign income tax losses of approximately $2,039,000 and $103,000 at June 30, 2003 and 2002, respectively, may be carried forward indefinitely.

4.     Loss Per Share

      The following table sets forth the components for the computation of basic and diluted net loss per common share:

		Year Ended June 30,
		2003				2002
		(In thousands)
Numerator
Net loss arising during development stage		$	(3,033	)		$	(123	)
Effect of dilutive securities			—				—
Numerator for diluted earnings per share		$	(3,033	)		$	(123	)
Denominator
Denominator for basic earnings per share — weighted average common shares outstanding			52,023,247				49,769,581
Effect of dilutive securities			—				—
Dilutive potential common shares			52,023,247				49,769,581

5.     Financial Instruments

      The fair value of financial assets and liabilities approximates their carrying value in the Consolidated Balance Sheets because they are short term and at market rates of interest.

6.     Commitments and Contingencies

      At June 30, 2003, the Company has contracted to conduct research and development expenditures amounting to approximately $1,249,000. Such amounts are expected to be incurred within the next year.

      The Company is not currently a party to any material legal proceedings.

      The Company’s certificate of incorporation provides that it will indemnify Novogen in connection with certain actions brought against Novogen by any of the Company’s stockholders or any other person.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

7.     Segment Information

      The Company’s focus is to continue the clinical program currently underway for the development of phenoxodiol.

		USA								Australia								Eliminations								Total
		June 30,				June 30,				June 30,				June 30,				June 30,				June 30,				June 30,				June 30,
		2003				2002				2003				2002				2003				2002				2003				2002
		(In thousands)
Interest and other income		$	110			$	5			$	35			$	2			$	—			$	—			$	145			$	7
Total revenues		$	110			$	5			$	35			$	2			$	—			$	—			$	145			$	7
Loss from operations		$	(186	)		$	(19	)		$	(2,847	)		$	(103	)		$	—			$	—			$	(3,033	)		$	(122	)
Income tax expense																										$	—			$	(1	)
Net loss arising during development stage																										$	(3,033	)		$	(123	)
Segment assets		$	8,896			$	9,188			$	374			$	1,981			$	(1,984	)		$	(1,984	)		$	7,286			$	9,185
Segment liabilities		$	43			$	185			$	1,310			$	101			$	—			$	—			$	1,353			$	286

8.     Related Party Transactions

     License Agreement

      The license agreement is an agreement under which Novogen grants to MEPL a worldwide non-transferable license to conduct clinical trials and commercialize and distribute all forms of phenoxodiol except topical applications. The agreement covers uses of phenoxodiol in the field of prevention, treatment or cure of cancer in humans. The license is exclusive until the expiration of the last relevant Novogen patent right in the world and thereafter is nonexclusive. The Company may terminate the agreement with three months notice. Novogen may terminate the agreement if a change of control, as defined in the license agreement, occurs without the consent of Novogen. Amounts payable to Novogen under terms of the license agreement is as follows:

	(1) A lump sum license fee of $5,000,000 is payable to Novogen on the later of November 1, 2002 or on the date when the cumulative total of all funds received from debt or equity issuances and revenue received from commercialization (income other than sales) and sales of phenoxodiol products exceeds $25,000,000.
	(2) A lump sum license fee of $5,000,000 is payable to Novogen on the later of November 1, 2003 or on the date when the cumulative total of all funds received from debt or equity issuances and revenue received from commercialization (income other than sales) and sales of phenoxodiol products exceeds $50,000,000.

      In addition to the amounts above, the Company must pay Novogen 2.5% of all net sales and 25% of commercialization income. After the exclusivity period of the license, 1.5% of net sales must be paid to Novogen.

      The cumulative total of funds received by the Company is $10,128,000.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

      Amounts payable for annual license fees under the license agreement for the calendar years ended December 31 are as follows:

2003		$	1,000,000
2004		$	2,000,000
2005		$	4,000,000
Each calendar year thereafter		$	8,000,000

      Any amounts payable to Novogen under the above annual payments will be reduced for amounts paid under the first lump sum license fee referred to in (1) above. For the year ended June 30, 2003, $500,000 has been included as license fee expense in the consolidated statements of operations.

      Novogen developed phenoxodiol in part using funds from the Australian government under what is known as the START Program. In the event Novogen fails to comply with its obligations under the agreement which governs this grant, or if Novogen undergoes a change of control, the Australian government has a right to demand that intellectual property created during the course of the project funded by the grant be vested back in the Australian government. The Australian government may then license the intellectual property rights related to phenoxodiol to other parties and may demand other intellectual property rights from Novogen. Any such reclamation by the Australian government could preclude the Company’s use of Novogen’s intellectual property in the development and commercialization of phenoxodiol and the Company may have to compete with other companies to whom the Australian government may license the intellectual property.

     License Option Deed

      The license option deed grants MEPL an exclusive right to accept and an exclusive right to match any proposed third-party dealing by Novogen of its intellectual property rights in other synthetic compounds that have known or potential anti-cancer applications in all forms other than topical applications.

     Services Agreement

      Neither the Company nor MEPL currently intends to directly employ any staff and Novogen will provide or procure services reasonably required by the MEI Group relating to the development and commercialization of phenoxodiol and for other administrative and managerial support. Novogen will provide these services at cost plus a 10% markup. Cost is based on estimates regarding the percentage of time spent by Novogen employees and consultants, a premises rental charge and a charge for asset usage and general overhead. The Company may terminate the agreement with three months notice. Novogen may terminate the agreement under certain circumstances.

     Manufacturing, License and Supply Agreement

      Under the terms of the Manufacturing License and Supply Agreement, Novogen will supply phenoxodiol in its primary manufactured form for the clinical trial development program and phenoxodiol’s ultimate commercial use. Novogen will supply phenoxodiol at cost plus a 50% markup. The Company or Novogen may terminate the agreement under certain circumstances.

      Transactions amounting to $1,363,032 and $87,603 were made under the license agreement, the Services Agreement and the Manufacturing, License and Supply Agreement with Novogen during the years ended June 30, 2003 and 2002, respectively.

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2,000,000 Common Stock Units

Marshall Edwards, Inc.

             Through and including                     (the 25th day after the date of the prospectus), all dealers that buy, sell, or trade our common stock units, whether or not participating in this offering, may be required to deliver a prospectus. This delivery requirement is in addition to the dealers’ obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.

      You should rely only on the information contained in this prospectus. We have not authorized anyone to provide you with information different from that contained in this prospectus. The information contained in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or of any distribution of the common stock units.

Janney Montgomery Scott LLC

                    , 2003

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PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 13.     Other Expenses of Issuance and Distribution.

An estimate of expenses follows:
Securities and Exchange Commission registration fee			$	2,660.81
NASD filing fee				3,789.00
Nasdaq Small Cap Market listing fee				30,000.00
Printing and engraving expenses				*
Transfer agent and registrar fees and expenses				*
Legal fees and expenses				*
Accountants’ fees and expenses				*
Blue Sky fees and expenses (including legal fees)				*
Miscellaneous expenses				*
	Total		$	704,000.00

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*	To be filed by amendment.

Item 14.	Indemnification of Directors and Officers.

      Our Certificate of Incorporation provides that we will indemnify our directors and officers to the full extent permitted by the DGCL. Section 145 of the DGCL provides that the extent to which a corporation may indemnify its directors and officers depends on the nature of the action giving rise to the indemnification right. In actions not on behalf of the corporation, directors and officers may be indemnified for acts taken in good faith and in a manner reasonably believed to be in or not opposed to the best interests of the corporation. In actions on behalf of the corporation, directors and officers may be indemnified for acts taken in good faith and in a manner reasonably believed to be in or not opposed to the best interests of the corporation, except for acts as to which the director or officer is adjudged liable to the corporation, unless the relevant court determines that indemnification is appropriate despite such liability. Section 145 also permits a corporation to (i) reimburse present or former directors or officers for their defense expenses to the extent they are successful on the merits or otherwise and (ii) advance defense expenses upon receipt of an undertaking to repay the corporation if it is determined that payment of such expenses is unwarranted.

      To supplement the general indemnification right contained in our Certificate of Incorporation, the By-Laws provide for the specific indemnification rights permitted by Section 145 (as described above). The By-Laws also permit us to purchase Directors and Officers insurance, but no director or officer has a right to require this.

      In addition to the indemnification rights described above, our Certificate of Incorporation eliminates any monetary liability of directors to us or our shareholders for breaches of fiduciary duty except for (i) breaches of the duty of loyalty, (ii) acts or omissions in bad faith, (iii) improper dividends or share redemptions and (iv) transactions from which the director derives an improper personal benefit.

Item 15.	Recent Sales of Unregistered Securities.

      On May 22, 2002, we sold 2,523,000 shares of our common stock for an aggregate of $10.1 million. These shares of common stock were listed on the London Stock Exchange’s Alternative Investment Market. These shares of common stock each had an attaching warrant entitling the holder to purchase one additional share of our common stock. These warrants are exercisable prior to November 30, 2003 and have an exercise price of $4.00 per share. These securities were offered and sold by us to a limited number

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Item 16.	Exhibits and Financial Statement Schedules.

	(a)	Exhibits.

Exhibit
Number				Exhibit
	3.1			Certificate of Incorporation.
	3.2			Bylaws.
	4.1	*		Specimen Common Stock certificate.
	4.2	*		Warrant Agreement.
	5*			Opinion of Morgan, Lewis & Bockius LLP.
	10.1			Amended and Restated License Agreement between Novogen Research Pty Limited and Marshall Edwards Pty Limited.
	10.2			Amended and Restated Manufacturing License and Supply Agreement between Novogen Laboratories Pty Limited and Marshall Edwards Pty Limited.
	10.3			Amended and Restated License Option Deed between Novogen Research Pty Limited and Marshall Edwards Pty Limited.
	10.4			Amended and Restated Services Agreement among Novogen Limited, Marshall Edwards, Inc. and Marshall Edwards Pty Limited.
	10.5			Guarantee and Indemnity among Marshall Edwards, Inc., Novogen Laboratories Pty Limited, Novogen Research Pty Limited and Novogen Limited.
	10.6			Marshall Edwards, Inc. Share Option Plan.
	10.7			Form of outstanding Warrant issued to Non-US Persons May 2002.
	10.8			Form of outstanding Warrant issued to US Persons May 2002.
	21			Subsidiaries of Marshall Edwards, Inc.
	23.1	*		Consent of Morgan, Lewis & Bockius LLP (contained in Exhibit 5).
	23.2			Consent of Ernst & Young LLP.
	24			Power of Attorney (included on signature page).
	99.1	*		Form letter from Marshall Edwards, Inc. to eligible holders of its common stock, ordinary shares and American Depositary Shares of Novogen Limited describing the Directed Share Subscription Program.
	99.2	*		Form of letter from Janney Montgomery Scott LLC to eligible holders.
	99.3	*		Form of brokers letter.
	99.4	*		Form of subscription agreement.

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*	To be filed by amendment.

      (b) Financial Statement Schedules.

      All financial statement schedules have been omitted because either they are not required, are not applicable, or the information is otherwise set forth in the financial statements and notes thereto.

Item 17.	Undertakings.

      (1) The undersigned registrant hereby undertakes:

	(i) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

	(a) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

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	(b) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement;
	(c) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.

	(ii) To provide to the underwriters at the closing specified in the Underwriting Agreement share and warrant certificates in such denominations and registered in such names as required by the underwriters to permit prompt delivery to each purchaser.

      (2) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the provisions described under Item 14 above, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

      (3) For purposes of determining any liability under the Securities Act, the information omitted from the form of prospectus filed as part of this registration statement in reliance on Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it is first declared effective.

      (4) For the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

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SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Sydney, Australia on September 25, 2003.

	MARSHALL EDWARDS, INC.
	(Registrant)

	By:	/s/ CHRISTOPHER NAUGHTON

	Christopher Naughton
	President and Chief Executive Officer

POWER OF ATTORNEY

      Each person whose signature appears below hereby constitutes and appoints Christopher Naughton and David R. Seaton, and each of them, as his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution for him and in his name, place and stead, in any and all capacities, to sign any or all amendments or supplements to this registration statement, whether pre-effective or post-effective, and to file the same with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing necessary or appropriate to be done with respect to this registration statement or any amendments or supplements hereto in the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue thereof.

      Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons, in the capacities and on the dates indicated.

Signature				Title		Date
/s/ CHRISTOPHER NAUGHTON Christopher Naughton				President and Chief Executive Officer, Director (Principal Executive Officer)		September 25, 2003
/s/ DAVID R. SEATON David R. Seaton				Chief Financial Officer and Secretary (Principal Financial Officer and Principal Accounting Officer)		September 25, 2003
/s/ DR. GRAHAM E. KELLY Dr. Graham E. Kelly				Chairman		September 25, 2003
/s/ PHILIP A. JOHNSTON Philip A. Johnston				Director		September 25, 2003
/s/ DAVID MORRITZ DE KRETSER David Morritz de Kretser				Director		September 25, 2003

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Signature				Title		Date
/s/ PAUL J. NESTEL Paul J. Nestel				Director		September 25, 2003
/s/ STEPHEN BRECKENRIDGE Stephen Breckenridge				Director		September 25, 2003

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INDEX TO EXHIBITS

Exhibit
Number						Exhibit
	3	.1				Certificate of Incorporation.
	3	.2				Bylaws.
	4	.1*				Specimen Common Stock certificate.
	4	.2*				Warrant Agreement.
	5	*				Opinion of Morgan, Lewis & Bockius LLP.
	10	.1				Amended and Restated License Agreement between Novogen Research Pty Limited and Marshall Edwards Pty Limited.
	10	.2				Amended and Restated Manufacturing License and Supply Agreement between Novogen Laboratories Pty Limited and Marshall Edwards Pty Limited.
	10	.3				Amended and Restated License Option Deed between Novogen Research Pty Limited and Marshall Edwards Pty Limited.
	10	.4				Amended and Restated Services Agreement among Novogen Limited, Marshall Edwards, Inc. and Marshall Edwards Pty Limited.
	10	.5				Guarantee and Indemnity among Marshall Edwards, Inc., Novogen Laboratories Pty Limited, Novogen Research Pty Limited and Novogen Limited.
	10	.6				Marshall Edwards, Inc. Share Option Plan.
	10	.7				Form of outstanding Warrant issued to Non-US Persons May 2002.
	10	.8				Form of outstanding Warrant issued to US Persons May 2002.
	21					Subsidiaries of Marshall Edwards, Inc.
	23	.1*				Consent of Morgan, Lewis & Bockius LLP (contained in Exhibit 5).
	23	.2				Consent of Ernst & Young LLP.
	24					Power of Attorney (included on signature page).
	99	.1*				Form letter from Marshall Edwards, Inc. to eligible holders of its common stock, ordinary shares and American Depositary Shares of Novogen Limited describing the Directed Share Subscription Program.
	99	.2*				Form of letter from Janney Montgomery Scott LLC to eligible holders.
	99	.3*				Form of brokers letter.
	99	.4*				Form of subscription agreement.

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*	To be filed by amendment.

                                                                     EXHIBIT 3.1

                      RESTATED CERTIFICATE OF INCORPORATION

                                       OF

                             MARSHALL EDWARDS, INC.

         I.       The name of the corporation (hereinafter referred to as the
"Corporation") is Marshall Edwards, Inc. The date of filing of the Corporation's
original certificate of incorporation with the Secretary of State of the State
of Delaware was December 1, 2000.

         II.      Pursuant to Sections 242 and 245 of the General Corporation
Law of the State of Delaware (the "DGCL"), this Restated Certificate of
Incorporation restates and integrates and further amends the Certificate of
Incorporation of the Corporation, as heretofore amended or supplemented.

         III.     This Restated Certificate of Incorporation was duly adopted in
accordance with the provisions of Section 245 of the DGCL, the Board of
Directors of the Corporation having duly adopted resolutions setting forth and
declaring advisable the Restated Certificate of Incorporation, including said
amendments, and in lieu of a vote of stockholders, written consent to this
Restated Certificate of Incorporation, including said amendments, having been
given by the holder(s) of all of the outstanding stock of the Corporation in
accordance with Section 228 of the DGCL.

         IV.      The Restated Certificate of Incorporation of the Corporation
shall read as follows:

         FIRST: The name of the Corporation is Marshall Edwards, Inc.

         SECOND: The address of the Corporation's registered office in the State
of Delaware is 1209 Orange Street, in the City of Wilmington, County of New
Castle. The name of its registered agent at such address is The Corporation
Trust Company.

         THIRD: The total number of shares of all classes of stock which the
Corporation shall have authority to issue is 113,100,000, consisting of (1)
100,000 shares of preferred stock, par value US$.01 per share (the "Preferred
Stock") and (2) 113,000,000 shares of common stock, par value US$.00000002 per
share (the "Common Stock").

         The Board of Directors of the Corporation is expressly authorized, by
resolution or resolutions, to provide, out of the unissued shares of the
Preferred Stock, for series of the Preferred Stock. Before any shares of any
such series are issued, the Board of Directors shall fix, and is expressly
empowered to fix, by resolution or resolutions, the following provisions of the
shares thereof:

                  (a)      the designation of such series, the number of shares
         to constitute such series and the stated value thereof, if different
         from the par value thereof;



                  (b)      whether the shares of such series shall have voting
         rights, in addition to any voting rights provided by law, and, if so,
         the terms of such voting rights (which may be special voting rights)
         and the preference or relation which such voting rights shall bear to
         the voting rights of any other class or any other series of this class;

                  (c)      the annual dividend rate (or method of determining
         such rate), if any, payable on such series, the conditions and dates
         upon which such dividends shall be payable, the preference or relation
         which such dividends shall bear to the dividends payable on any other
         class or any other series of this class;

                  (d)      whether dividends on the shares of such series shall
         be cumulative, and, in the case of shares of a series having cumulative
         dividend rights, the date or dates (or method of determining the date
         or dates) from which dividends on the shares of such series shall be
         cumulative;

                  (e)      whether the shares of such series shall be subject to
         redemption by the Corporation and, if so, the times, prices and other
         conditions of such redemption;

                  (f)      the amount or amounts payable upon shares of such
         series upon, and the rights of the holders of such series in, the
         voluntary or involuntary liquidation, dissolution or winding up of the
         Corporation;

                  (g)      whether the shares of such series shall be subject to
         the operation of a retirement or sinking fund and, if so, the extent to
         and manner in which any such retirement or sinking fund shall be
         applied to the purchase or redemption of the shares of such series for
         retirement or other corporate purposes and the terms and provisions
         relative to the operation thereof;

                  (h)      whether the shares of such series shall be
         convertible into, or exchangeable for, at the option of the holder or
         the Corporation or upon the happening of a specified event, shares of
         stock of any other class or of any other series of this class and, if
         so, the price or prices or the rate or rates of conversion or exchange
         and the method, if any, of adjusting the same;

                  (i)      the limitations and restrictions, if any, to be
         effective while any shares of such series are outstanding upon the
         payment of dividends or the making of other distributions on, and upon
         the purchase, redemption or other acquisition by the Corporation of,
         the Common Stock, any other series of the Preferred Stock or any other
         class of capital stock;

                  (j)      the conditions or restrictions, if any, upon the
         creation of indebtedness of the Corporation or upon the issue of any
         additional stock, including additional shares of such series or of any
         other series of the Preferred Stock or of any other class of capital
         stock; and

                  (k)      any other powers, preferences or rights, or any
         qualifications, limitations or restrictions thereof.

                                       2


         Except as otherwise provided by such resolution or resolutions, all
shares of the Preferred Stock shall be of equal rank. All shares of any one
series of the Preferred Stock shall be identical in all respects with all other
shares of such series, except that shares of any one series issued at different
times may differ as to the dates from which dividends thereon shall be
cumulative.

         FOURTH: (a) Purpose. Subject to the provisions of Clause (d) of this
Article FOURTH, the purpose of the Corporation is to engage in any lawful act or
activity for which a corporation may be organized under the DGCL.

         (b)      Definitions. As used in this Article FOURTH, the following
terms shall have the following meanings:

         "Affiliate" shall mean, with respect to Parent, any Person that is
controlled by Parent, controls Parent or is under common control with Parent,
and shall mean, with respect to the Corporation, any Person that is controlled
by the Corporation.

         "Corporate Opportunity" shall mean an investment or business
opportunity or prospective economic advantage in which the Corporation could,
but for the provisions of this Article FOURTH, have an interest or expectancy.

         "Person" shall mean an individual, corporation, partnership, limited
liability company, joint venture, trust or unincorporated organization.

         "Subsidiary" shall mean, with respect to Parent, any corporation,
association or other business entity other than the Corporation of which Parent
and/or any of its other Subsidiaries other than the Corporation directly or
indirectly owns at the time more than fifty percent (50%) of the outstanding
voting stock, voting power, partnership interests or similar voting interests of
such Person other than directors' qualifying shares, and shall mean, with
respect to the Corporation, any corporation, association or other business
entity of which the Corporation and/or any of its other Subsidiaries directly or
indirectly owns at the time more than fifty percent (50%) of the outstanding
voting stock, voting power, partnership interests or similar voting interests of
such Person other than directors' qualifying shares.

         (c)      Competing Activities. Except as otherwise expressly provided
in an agreement between the Corporation and any stockholder or by and between
the Corporation and two or more stockholders, (i) the stockholders of the
Corporation, including, without limitation, Parent, and its officers, directors,
agents, stockholders, members, partners, Affiliates and Subsidiaries, may engage
or invest in, independently or with others, business activities of any type or
description, including, without limitation, those that might be the same as or
similar to the Corporation's business or the business of any Subsidiary of the
Corporation; (ii) neither the Corporation, any Subsidiary of the Corporation nor
any other stockholder of the Corporation shall have any right in or to such
business activities; and (iii) to the extent required by applicable law in order
to effectuate the purpose of this provision, the Corporation shall have no
interest or expectancy, and specifically renounces any interest or expectancy,
in any such business activities.

         (d)      Corporate Opportunities.

                                       3


                  (i)      If Parent (or, except as set forth below, any of its
officers, directors, agents, stockholders, members, partners, Affiliates or
Subsidiaries) acquires knowledge of a potential transaction or matter which may
be a Corporate Opportunity or otherwise is then exploiting any Corporate
Opportunity, the Corporation shall have no interest in such Corporate
Opportunity and no expectancy that such Corporate Opportunity be offered to it,
any such interest or expectancy being hereby renounced, so that such Person
shall have no duty to present such Corporate Opportunity to the Corporation and
shall have the right to hold any such Corporate Opportunity for its (and its
officers', directors', agents', stockholders', members', partners', Affiliates'
or Subsidiaries') own account or to direct, sell, assign or transfer such
Corporate Opportunity to Persons other than the Corporation or any Subsidiary of
the Corporation. Such Person shall not breach any fiduciary duty by reason of
the fact that such Person does not present such Corporate Opportunity to the
Corporation or pursues or acquires such Corporate Opportunity for itself or
directs, sells, assigns or transfers such Corporate Opportunity to another
Person.

                  (ii)     Notwithstanding the provisions of Clause (d)(i) of
this Article FOURTH, the Corporation does not renounce any interest or
expectancy it may have in any Corporate Opportunity that is offered to any
person (a) who is an officer of the Corporation and who is also a director but
not an officer or employee of Parent; (b) who is a director but not an officer
of the Corporation and who is also a director, officer or employee of Parent, if
such opportunity is expressly offered to such person in his or her capacity as a
director of the Corporation; or (c) who is an officer or employee of Parent and
an officer of the Corporation if such opportunity is expressly offered to such
person in his or her capacity as an officer or employee of the Corporation.

                  (iii)    For purposes of Clauses (c) and (d) this Article
FOURTH only, (a) a director of the Corporation who is Chairman of the Board of
Directors of the Corporation or of a committee thereof shall not be deemed to be
an officer of the Corporation by reason of holding such position (without regard
to whether such position is deemed an office of the Corporation under the
By-Laws of the Corporation), unless such person is a full-time employee of the
Corporation; (b) the term "Corporation" shall mean the Corporation and all
corporations, partnerships, joint ventures, associations and other entities in
which the Corporation beneficially owns (directly or indirectly) 50% or more of
the outstanding voting stock, voting power, partnership interests or similar
voting interests; and (c) the term "Parent" shall mean Novogen Limited, a
corporation organized under the laws of Australia, any person or entity which
acquires beneficial ownership of all of the Common Stock beneficially owned by
Parent, and all corporations, partnerships, joint ventures, associations and
other entities (other than the Corporation, as defined in accordance with this
paragraph) in which Parent beneficially owns (directly or indirectly) 50% or
more of the outstanding voting stock, voting power, partnership interests or
similar voting interests.

                  (iv)     Anything in this Certificate of Incorporation to the
contrary notwithstanding, (a) Clauses (c) and (d) of this Article FOURTH shall
expire on the date that Parent ceases to beneficially own Common Stock
representing at least 20% of the total voting power of all classes of
outstanding capital stock of the Corporation entitled to vote in the election of
directors and no person who is a director or officer of the Corporation is also
a director or officer of Parent; and (b) in addition to any vote of the
stockholders required by law, until the

                                       4


time that Parent ceases to beneficially own Common Stock representing at least
20% of the total voting power of all classes of outstanding capital stock of the
Corporation entitled to vote in the election of directors, the affirmative vote
of the holders of more than 80% of the total voting power of all such classes of
outstanding capital stock of the Corporation shall be required to alter, amend
or repeal in a manner adverse to the interests of Parent, or adopt any provision
adverse to the interests of Parent and inconsistent with, any provision of this
Article FOURTH. Neither the alteration, amendment or repeal of this Article
FOURTH nor the adoption of any provision of this Certificate of Incorporation
inconsistent with this Article FOURTH shall eliminate or reduce the effect of
this Article FOURTH in respect of any matter occurring, or any cause of action,
suit or claim that, but for this Article FOURTH, would accrue or arise prior to
such alteration, amendment, repeal or adoption.

         (e)      Indemnification.

                  (i)      If, and to the extent that, the Corporation, any
stockholder of the Corporation or any other Person brings any action against
Parent (or any of its officers, directors, agents, stockholders, members,
partners, Affiliates or Subsidiaries) seeking any damages or injunctive or other
equitable relief based on, arising out of or relating to, any breach or alleged
breach of any fiduciary or other duty based on any action or inaction which is
permitted by the provisions of this Article FOURTH, the Corporation shall, to
the fullest extent permitted by law, indemnify and hold such persons harmless
from and against all damages arising out of or in connection with any such
action. The right to indemnification conferred herein shall include the right to
be paid by the Corporation the expenses (including attorneys' fees) incurred in
defending any such action in advance of its final disposition (an "Advancement
of Expenses"); provided, however, that if, but only if and then only to the
extent, the DGCL requires, an Advancement of Expenses incurred by an indemnitee
hereunder shall be made only upon delivery to the Corporation of an undertaking
(an "Undertaking"), by or on behalf of such indemnitee, to repay all amounts so
advanced if it shall ultimately be determined by final judicial decision from
which there is no further right to appeal (a "Final Adjudication") that such
indemnitee is not entitled to be indemnified for such expenses under this
Article FOURTH or otherwise. The rights to indemnification and to the
Advancement of Expenses conferred herein shall be contract rights and, as such,
shall inure to the benefit of the indemnitee's successors, assigns, heirs,
executors and administrators.

                  (ii)     If a claim for indemnification under this Article
FOURTH hereof is not paid in full by the Corporation within sixty (60) days
after a written claim has been received by the Corporation, except in the case
of a claim for an Advancement of Expenses, in which case the applicable period
shall be twenty (20) days, the indemnitee may at any time thereafter bring suit
against the Corporation to recover the unpaid amount of the claim. If successful
in whole or in part in any such suit, or in a suit brought by the Corporation to
recover an Advancement of Expenses pursuant to the terms of an Undertaking, the
indemnitee shall be entitled to be paid also the expense of prosecuting or
defending such suit. In (i) any suit brought by the indemnitee to enforce a
right to indemnification hereunder (but not in a suit brought by the indemnitee
to enforce a right to an Advancement of Expenses) it shall be a defense that,
and (ii) any suit brought by the Corporation to recover an Advancement of
Expenses pursuant to the terms of an Undertaking, the Corporation shall be
entitled to recover such expenses only upon a Final Adjudication that, the
indemnitee has not met the applicable standard for indemnification, if any,

                                       5


set forth in the DGCL. Neither the failure of the Corporation (including its
Board of Directors, independent legal counsel, or its stockholders) to have made
a determination prior to the commencement of such suit that indemnification of
the indemnitee is proper in the circumstances because the indemnitee has met the
applicable standard of conduct set forth herein or in the DGCL, nor an actual
determination by the Corporation (including its directors, or a committee
thereof, independent legal counsel, or its stockholders) that the indemnitee has
not met such applicable standard of conduct, shall create a presumption that the
indemnitee has not met the applicable standard of conduct or, in the case of
such a suit brought by the indemnitee, be a defense to such suit. In any suit
brought by the indemnitee to enforce a right to indemnification or to an
Advancement of Expenses hereunder, or brought by the Corporation to recover an
Advancement of Expenses pursuant to the terms of an Undertaking, the burden of
proving that the indemnitee is not entitled to be indemnified, or to such
Advancement of Expenses, under this Article FOURTH or otherwise, shall be on the
Corporation.

                  (iii)    The rights to indemnification and to the Advancement
of Expenses conferred in this Article FOURTH shall not be exclusive of any other
right which any person may have or hereafter acquire by any statute, this
Certificate of Incorporation, the Corporation's By-Laws, or any agreement, vote
of stockholders or disinterested directors or otherwise.

         (f)      Notice to Holders. Any person purchasing or otherwise
acquiring any interest in shares of the capital stock of the Corporation shall
be deemed to have notice of and to have consented to the provisions of this
Article FOURTH.

         FIFTH: The Board of Directors is expressly authorized to adopt, amend
or repeal the By-Laws of the Corporation, subject to the reserved power of the
stockholders to amend and repeal any By-Laws of the Corporation adopted by the
Board of Directors.

         SIXTH: Each person who at any time is or was an officer or director of
the Corporation, and is or was threatened to be made a party to any threatened,
pending or complete action, suit or proceeding, whether civil, criminal,
administrative or investigative, by reason of the fact that he or she is or was
an officer or director of the Corporation, or is or was serving at the request
of the Corporation as an officer or director of another corporation,
partnership, joint venture, trust or other enterprise, shall be indemnified
against expenses (including attorneys' fees) judgments, fines and amounts paid
in settlement actually and reasonably incurred by him in connection with any
such action, suit or proceeding to the full extent permitted by Section 145 of
the DGCL. The foregoing right of indemnification shall in no way be deemed
exclusive of any other rights of indemnification to which such officer or
director may be entitled under any statute, this Certificate of Incorporation,
the By-Laws of the Corporation or any agreement, vote of stockholders or
disinterested directors or otherwise.

         SEVENTH: No person who is or was a director of the Corporation shall be
personally liable to the Corporation or its stockholders for monetary damages
for breach of fiduciary duty as a director unless, and only to the extent that
such director is liable (i) for any breach of the director's duty of loyalty to
the Corporation or its stockholders, (ii) for acts or omissions not in good
faith or which involve intentional misconduct or a knowing violation of law,
(iii) under Section 174 of the DGCL or any amendment thereto or successor
provision thereto, or (iv) for any transaction from which the director derived
an improper personal benefit. This article shall

                                       6


not eliminate or limit the liability or a director for any act or omission
occurring prior to the date when this article becomes effective. No amendment
to, repeal or adoption of any provision of this Certificate of Incorporation
inconsistent with this article shall apply to or have any effect on the
liability of any director of the Corporation for or with respect to any acts or
omissions of such director occurring prior to such amendment, repeal, or
adoption of an inconsistent provision.

         EIGHTH: Any and all right, title, interest and claim in or to any
dividends declared by the Corporation, whether in cash, stock or otherwise,
which are unclaimed by the stockholder entitled thereto for a period of six (6)
years after the close of business on the payment date, shall be and be deemed to
be extinguished and abandoned, and such unclaimed dividends in the possession of
the Corporation, its transfer agents or other agents or depositaries, shall at
such time become the absolute property of the Corporation, free and clear of any
and all claims of any persons whatsoever.

         NINTH: Whenever a compromise or arrangement is proposed between the
Corporation and its creditors or any class of them and/or between the
Corporation and its stockholders or any class of them, any court of equitable
jurisdiction within the State of Delaware may, on application in a summary way
of the Corporation or of any creditor or stockholder thereof, or on the
application of any receiver or receivers appointed for the Corporation under
Section 291 of Title 8 of the Delaware Code or on the application of trustees in
dissolution or of any receiver or receivers appointed for the Corporation under
Section 279 of Title 8 of the Delaware Code, order a meeting of the creditors or
class of creditors, and/or of the stockholders or class of stockholders of the
Corporation, as the case may be, to be summoned in such manner as the said court
directs. If a majority in number representing three-fourths in value of the
creditors or class of creditors, and/or of the stockholders or class of
stockholders of the Corporation, as the case may be, agree to any compromise or
arrangement and to any reorganization of the Corporation as a consequence of
such compromise or arrangement, the said compromise or arrangement and the said
reorganization shall, if sanctioned by the court to which the said application
has been made, be binding on all the creditors or class of creditors, and/or on
all the stockholders or class of stockholders, of the Corporation, as the case
may be, and also on the Corporation.

         TENTH: Board of Directors.

         (a)      Number of Directors. The total number of directors which shall
constitute the whole Board of Directors shall be determined in accordance with
the By-laws of the Corporation, but shall not be less than two (2) nor more than
nine (9).

         (b)      Classification of Board. (i) Subject to the rights of any
holders of any series of Preferred Stock that may be issued by the Corporation
pursuant to a resolution or resolutions of the Board of Directors providing for
such issuance, the directors of the Corporation shall be divided into three
classes with respect to the term of office, each class to contain, as near as
may be possible, one-third of the whole number of the Board, with the terms of
office of one class expiring each successive year. At each annual meeting of
stockholders, the successors to the class of directors whose term expires at
that time shall be elected by the stockholders to serve until the annual meeting
of stockholders held three years next following and until their successors shall
be elected and qualified.

                                       7


                  (ii)     In the event of any intervening changes in the
authorized number of directors, the Board of Directors shall designate the class
or classes to which the increases or decreases in directorships shall be
apportioned and may designate one or more directorships as directorships of
another class in order more nearly to achieve equality of number of directors
among the classes; provided, however, that no such apportionment or
redesignation shall shorten the term of any incumbent director.

         (c)      Vacancies. Subject to the limitations prescribed by law and
this Restated Certificate of Incorporation, all vacancies in the office of
director, including vacancies created by newly created directorships resulting
from an increase in the authorized number of directors, may be filled only by a
vote of a majority of the directors then holding office, although less than a
quorum, or by a sole remaining director; and any director so elected shall serve
for the remainder of the full term of the class of directors in which the new
directorship was created or the vacancy occurred and until such director's
successor is duly elected and shall qualify or until such director's earlier
resignation or removal.

         (d)      Amendment to this Paragraph. In addition to any requirements
of law or of any other provisions of this Restated Certificate of Incorporation,
the affirmative vote of the holders of not less than eighty percent (80%) of the
total number of votes eligible to be cast by the holders of all outstanding
shares of capital stock entitled to vote thereon shall be required to amend,
alter, rescind or repeal any provision of this Article TENTH.

         (e)      Written Ballot. Unless and to the extent that the By-Laws so
provide, elections of directors need not be by written ballot.

                            [SIGNATURE PAGE FOLLOWS.]

                                       8


         IN WITNESS WHEREOF, Marshall Edwards, Inc. has caused this Restated
Certificate of Incorporation to be signed by its President this 29 day of
April, 2002.

                                                  MARSHALL EDWARDS, INC.

                                                  By: /s/ Graham Kelly
                                                     __________________________
                                                     Graham Kelly
                                                     Title: President

                                       9


                   CERTIFICATE OF CORRECTION FILED TO CORRECT
         A CERTAIN ERROR IN THE RESTATED CERTIFICATE OF INCORPORATION OF
                             MARSHALL EDWARDS, INC.
          FILED IN THE OFFICE OF THE SECRETARY OF STATE OF DELAWARE ON
                                 APRIL 29, 2002

Marshall Edwards, Inc., a corporation organized and existing under and by virtue
of the General Corporation Law of the State of Delaware (the "Corporation"),
DOES HEREBY CERTIFY:

         1.       The name of the corporation is: Marshall Edwards, Inc.

         2.       That a Restated Certificate of Incorporation (the
"Certificate") was filed with the Secretary of State of Delaware on April 29,
2002 and that said Certificate requires correction as permitted by Section
103(f) of the Delaware General Corporation Law. In accordance with Section
103(f) of the Delaware General Corporation Law, the Certificate as corrected
hereby shall be effective as of April 29, 2002.

         3.       That said Certificate was executed by Graham Kelly as the
President of the Corporation. On the date of execution and filing of the
Certificate Graham Kelly was the Chairman of the Board of the Corporation and
not the President of the Corporation.

         4.       The IN WITNESS WHEREOF paragraph and the signature block of
the Certificate are corrected to read as follows:

         IN WITNESS WHEREOF, Marshall Edwards, Inc. has caused this Restated
Certificate of Incorporation to be signed by its Chairman of the Board this 28th
day of April, 2002.

                                             MARSHALL EDWARDS, INC.

                                             BY: /s/ Graham Kelly
                                                 -----------------------
                                                 Name:  Graham Kelly
                                                 Title:  Chairman of the Board

IN WITNESS WHEREOF, the undersigned officer has executed this Certificate of
Correction on behalf of the Corporation and does verify and affirm that such is
the act and deed of the Corporation and that the facts stated herein are true as
of this 5th day of May, 2002.

                                                     MARSHALL EDWARDS, INC.

                                                     By: /s/ David Seaton
                                                         ______________________

                                                         Name:  David Seaton
                                                         Title: Secretary

                                                                     EXHIBIT 3.2

                              AMENDED AND RESTATED
                        BY-LAWS OF MARSHALL EDWARDS, INC.

                          ADOPTED AS OF APRIL 16, 2002

                                    ARTICLE I

                                     Offices

                  SECTION 1. Registered Office. The registered office of the
Corporation shall be located in Wilmington, Delaware.

                  SECTION 2. Other Offices. The Corporation may also have
offices at such other places as the Board of Directors may from time to time
determine or the business of the Corporation may require.

                                   ARTICLE II

                            Meetings of Stockholders

                  SECTION 1. Annual Meetings. The annual meeting of stockholders
for the election of directors and for the transaction of such other business as
may properly come before the meeting shall be held at such date and time, within
or without the State of Delaware, as the Board of Directors shall determine.

                  SECTION 2. Special Meeting. Special meetings of stockholders
for the transaction of such business as may properly come before the meeting may
be called by order of the Board of Directors, the Executive Committee or by
stockholders holding together at least a majority of all the shares of the
Corporation entitled to vote at the meeting, and shall be held at such date and
time, within or without the State of Delaware, as may be specified by such
order.

                  SECTION 3. Notice. Written notice of all meetings of
stockholders shall be given to each stockholder of record who is entitled to
vote at such meetings, stating the place, date, and time of the meeting, and, in
the case of a special meeting, the purpose or purposes for which the meeting is
called. Each notice of meeting must also include a proxy form and specify a
place and fax number or electronic address for the receipt of proxy
appointments. Except as otherwise provided by law, a copy of the notice of any
meeting shall be given, personally or by mail, or if the stockholder resides
outside of the United States, by airmail, fax or other electronic means, not
less than ten days nor more than sixty days before the date of the meeting, and
directed to each stockholder of record at his record address. Notice by mail
shall be deemed to be given when deposited, with postage thereon prepaid, in the
United States mails. Notice given by facsimile telecommunication shall be deemed
given when directed to a number at which the stockholder has consented to
receive notice. Notice by electronic mail shall be deemed given when directed to
an electronic mail address at which the stockholder has consented to receive
notice. Notice given by a posting on an electronic network together with
separate notice to the stockholders of such specific posting will be deemed
given upon the later of (i) such posting and (ii) the giving of such separate
notice. Notice given by any other form of electronic transmission



                                       2.

will be deemed given when directed to a stockholder. If a meeting is adjourned
to another time, not more than thirty days thereafter, and/or to another place,
and if an announcement of the adjourned time and/or place is made at the
meeting, it shall not be necessary to give notice of the adjourned meeting
unless, after adjournment, a new record date is fixed for the adjourned meeting.

                  SECTION 4. Stockholder List. The officer who has charge of the
stock ledger of the Corporation shall prepare and make, at least ten days before
every meeting of stockholders, a complete list of the stockholders, arranged in
alphabetical order, and showing the address of each Stockholder and the number
of shares registered in the name of each stockholder. Such list shall be open to
the examination of any stockholder, for any purpose germane to the meeting,
during ordinary business hours, for a period of at least ten days prior to the
meeting, either at a place within the city or other municipality or community
where the meeting is to be held, which place shall be specified in the notice of
the meeting, or if not so specified, at the place where the meeting is to be
held. The list shall also be produced and kept at the time and place where the
meeting is to be held and during the whole time of the meeting, and may be
inspected by any stockholder who is present.

                  SECTION 5. Proxy Representation. Every stockholder may
authorize another person or persons to act for him by proxy in all matters in
which a stockholder is entitled to participate, whether by waiving notice of any
meeting, voting or participating at a meeting, or expressing consent or dissent
without a meeting. An appointment of a proxy is valid if it is signed by the
stockholder granting such proxy or by his attorney-in-fact and contains the
stockholder's name and address, the name of the Corporation, the proxy's name or
the name of the office held by the proxy and the meetings at which the proxy may
be used, or is in any other form that is satisfactory to the Board of Directors.
No proxy shall be voted or acted upon after three years from its date unless
such proxy provides for a longer period. A duly executed proxy shall be
irrevocable if it states that it is irrevocable and, if, and only as long as, it
is coupled with an interest sufficient in Law to support an irrevocable power.

                  SECTION 6. Quorum; Adjournments. Except as otherwise provided
by law, a quorum for the transaction of business at any meeting of stockholders
shall consist of the stockholders holding at least one-third of the shares of
the capital stock of the Corporation, issued and outstanding, entitled to vote
at the meeting. In the absence of a quorum at any meeting or any adjournment
thereof, the holders of record of a majority of the shares present in person or
by proxy and entitled to vote at such meeting may adjourn such meeting from time
to time. At any such adjourned meeting at which a quorum is present any business
may be transacted which might have been transacted at the meeting as originally
called.

                  SECTION 7. Conduct of Meeting. Meetings of stockholders shall
be presided over by the Chairman of the Board, the President, a Vice President,
or, if none of the foregoing is present, by a chairman to be chosen by the
stockholders entitled to vote who are present in person or by proxy at the
meeting. The Secretary of the Corporation shall act as secretary of every
meeting, but if the Secretary is not present, the presiding officer of the
meeting shall appoint any person present to act as secretary of the meeting.


                                       3.

                  SECTION 8. Voting. At each meeting of stockholders, each
stockholder entitled to vote any shares on any matter to be voted upon at such
meeting shall be entitled to one vote on such matter for each such share. In the
election of directors, a plurality of the votes cast shall elect. Any other
action shall be authorized by a majority of the votes cast, except as otherwise
provided by law. Voting by ballot shall not be required for the election of
directors or any other corporate action, except as otherwise provided by law.

                  SECTION 9. Written Consent of Shareholders Without a Meeting.
Unless otherwise provided in the Certificate of Incorporation, any action
required to be taken at any annual or special meeting of stockholders of the
Corporation, or any action which may be taken at any annual or special meeting
of such stockholders, may be taken without a meeting, without prior notice and
without a vote, if a consent in writing, setting forth the action so taken,
shall be signed by the holders of outstanding stock having no less than the
minimum number of votes that would be necessary to authorize or take such action
at a meeting at which all shares entitled to vote thereon were present and
voted. Prompt notice of the taking of the corporate action without a meeting by
less than unanimous written consent shall be given to those stockholders who
have not consented in writing.

                                   ARTICLE III

                                    Directors

                  SECTION 1. Functions and Definition. The business and affairs
of the Corporation shall be managed by, or under the direction of, the Board of
Directors. The use of the Phrase "whole Board" herein refers to the total number
of directors which the Corporation would have if there were no vacancies.

                  SECTION 2. Qualifications and Number. A director need not be a
stockholder, a citizen of the United States, or a resident of the State of
Delaware. The number of directors constituting the whole Board may be fixed from
time to time by action of the Board of Directors, and until so fixed, shall be
five.

                  SECTION 3. Election. Except as otherwise provided in the
Certificate of Incorporation, the Directors shall, except as hereinafter
otherwise provided for filling vacancies, be elected at the annual meeting of
stockholders, and shall hold office until their respective successors are
elected and qualified or until their earlier resignation or removal.

                  SECTION 4. Annual Meeting. Following each annual election of
directors, the newly elected Board shall meet for the purpose of the election of
officers and the transaction of such other business as may properly come before
the meeting.

                  SECTION 5. Regular Meetings. Regular meetings of the Board of
Directors shall be held at such time and place as the Board of Directors shall
from time to time by resolution determine.



                                       4.

                  SECTION 6. Special Meetings. Special meetings of the Board of
Directors shall be held whenever called by the direction of the President or by
a majority of the directors then in office.

                  SECTION 7. Place. Meetings of the Board of Directors may be
held at any place within or without the State of Delaware.

                  SECTION 8. Notice. A notice of the place, date and time and
the purpose or purposes of each meeting of the Board of Directors shall be given
to each director by mailing the same at least two days before the meeting, or by
telegraphing, telexing or telephoning the same or by delivering the same
personally not later than the day before the meeting, at the residence address
of each director or at his usual place of business.

                  SECTION 9. Quorum. Except as otherwise provided by law, a
majority of the whole Board shall constitute a quorum. A majority of the
directors present, whether or not a quorum is present, may adjourn a meeting
from time to time to another time and place without notice. The vote of the
majority of the directors present at a meeting at which a quorum is present
shall be the act of the Board of Directors.

                  SECTION 10. Organization. At all meetings of the Board of
Directors, the Chairman of the Board, or in his absence the President or a
chairman chosen by the directors shall preside. The Secretary of the Corporation
shall act as secretary at all meetings of the Board of Directors when present,
and, in his absence, the presiding officer may appoint any person to act as
secretary.

                  SECTION 11. Resignation and Removal of Directors. Any director
may resign at any time, and such resignation shall take effect upon receipt
thereof by the President or Secretary, unless otherwise specified in the
resignation. Any or all of the directors may be removed, with or without cause,
by the holders of a majority of the shares of stock outstanding and entitled to
vote for the election of directors.

                  SECTION 12. Vacancies. Unless otherwise provided in the
Certificate of Incorporation or in these By-Laws, vacancies among the directors,
whether caused by resignation, death, disqualification, removal, an increase in
the authorized number of directors or otherwise, may be filled by a majority of
the directors then in office, although less than a quorum, or by a sole
remaining director.

                  SECTION 13. Action Without a Meeting. Any action required or
permitted to be taken by the Board of Directors or a committee thereof may be
taken without a meeting if all members of the Board or the committee consent in
writing to the adoption of a resolution authorizing the action. The resolution
and the written consents thereto by the members of the Board or committee shall
be filed with the minutes of the proceedings of the Board or committee.

                  SECTION 14. Telephone, etc. Meetings. Members of the Board of
Directors, or any committee designated by the Board of Directors, may
participate in a meeting of the Board



                                       5.

of Directors, or committee, by means of conference telephone or similar
communications equipment by means of which all persons participating in the
meeting can hear each other, and such participation shall constitute presence in
person at such meeting.

                                   ARTICLE IV

                                   Committees

                  SECTION 1. Executive Committee. The Board of Directors, by a
resolution passed by a vote of a majority of the whole Board, may appoint an
Executive Committee of two or more directors which, except as otherwise provided
by the Board of Directors, shall have and exercise all the powers of the Board
of Directors in the management of the property, business and affairs of the
Corporation, and may authorize the seal of the Corporation to be affixed to all
papers which may require it; provided, however, that the Executive Committee
shall not have any power or authority to declare dividends, issue stock,
recommend to the stockholders any action requiring their approval, change the
membership of any committee at any time, fill vacancies on the Board or on any
committee thereof, discharge any committee either with or without cause at any
time, elect officers or amend or repeal the By-Laws of the Corporation. The
Board of Directors shall appoint the Chairman of the Executive Committee and may
designate one or more directors as alternate members of the Executive Committee,
who may replace any absent or disqualified member at any meeting of the
Executive Committee. Vacancies on the Executive Committee shall be filled by the
Board of Directors in the same manner as original appointments to such
Committee.

                  SECTION 2. Other Committees. From time to time the Board of
Directors by a resolution adopted by a majority of the whole Board may appoint
any other committee or committees for any purpose or purposes, to the extent
lawful, which shall have such powers as shall be determined and specified by the
Board of Directors in the resolution of appointment.

                  SECTION 3. Procedures Applicable to All Committees. Each
committee shall fix its own rules of procedure, and shall meet where and as
provided by such rules or by resolution of the Board of Directors. The presence
of a majority of the then appointed members of a committee shall constitute a
quorum for the transaction of business by that committee, and in every case
where a quorum is present the affirmative vote of a majority of the members of
the committee present shall be the act of the committee. Each committee shall
keep minutes of its proceedings, and any action taken by a committee shall be
reported to the Board of Directors at its meeting next succeeding such action.

                  SECTION 4. Termination of Committee Membership. In the event
any person shall cease to be a director of the Corporation, such person shall
simultaneously therewith cease to be a member of any committee appointed by the
Board of Directors.

                                    ARTICLE V

                                    Officers



                                       6.

                  SECTION 1. Executive Officers. The executive officers of the
Corporation shall be a Chairman of the Board, a President, one or more Vice
Presidents, a Treasurer, and a Secretary, all of whom shall be elected annually
by the Board of Directors. Unless otherwise provided in the resolution of
election, each officer shall hold office until the next annual election of
directors or until his earlier resignation or removal. Any two of such offices
may be held by the same person.

                  SECTION 2. Other Officers. The Board of Directors may appoint
such other officers and agents as it may deem necessary or advisable, for such
term as the Board of Directors shall fix in such appointment, who shall have
such authority and perform such duties as may from time to time be prescribed by
the Board.

                  SECTION 3. Resignation and Removal. Any officer may resign his
office at any time and such resignation shall take effect upon receipt thereof
by the President or Secretary, unless otherwise specified in the resignation.
All officers, agents and employees of the Corporation shall be subject to
removal, with or without cause, at any time by the affirmative vote of a
majority of the whole Board. The power to remove agents and employees, other
than officers or agents elected or appointed by the Board of Directors, may be
delegated as the Board of Directors shall determine.

                  SECTION 4. Chairman of the Board. The Chairman of the Board
shall have the responsibility of guiding the Board of Directors in effectively
discharging its responsibilities, including, but not limited to, providing for
the execution of the Corporation's objectives; safeguarding and furthering
shareholders' interests; and appraising the adequacy of overall results as
reported by the President. He shall see that all orders and resolutions of the
Board of Directors are carried into effect and shall from time to time report to
the Board of Directors on matters within his knowledge which the interests of
the Corporation may require to be brought to the attention of the Board of
Directors.

                  SECTION 5. President. The President shall be the chief
executive officer of the Corporation and shall have the general powers and
duties of supervision and management of the Corporation, subject, however, to
the control of the Board of Directors. The President shall also perform all
duties incident to the office of President and such other duties as may from
time to time be assigned to him by the Board of Directors.

                  SECTION 6. Vice Presidents. A Vice President shall perform
such duties and shall have such authority as from time to time may be assigned
to him by the Board of Directors or the President.

                  SECTION 7. The Treasurer. Subject to the direction of the
Board of Directors, the Treasurer shall have the general care and custody of all
the funds and securities of the Corporation which may come into his hands and
shall deposit the same to the credit of the Corporation in such bank or banks or
depositaries as from time to time may be designated by the Board of Directors,
and shall pay out and dispose of the same under the direction of the Board of
Directors. The Treasurer shall in general perform all duties incident to the
position of Treasurer and such other duties as may be assigned to him by the
Board of Directors or the President.



                                       7.

                  SECTION 8. The Secretary. The Secretary shall keep the minutes
of all proceedings of the Board of Directors and the minutes of all meetings of
the stockholders and also, unless otherwise directed by such committee, the
minutes of each committee, in books provided for that purpose, of which he shall
be the custodian; he shall attend to the giving and serving of all notices for
the Corporation; he shall have charge of the seal of the Corporation, of the
stock certificate books and such other books and papers as the Board of
Directors may direct; and he shall in general perform all the duties incident to
the office of Secretary and such other duties as may be assigned to him by the
Board of Directors or the President.

                  SECTION 9. Salaries. The salaries of the officers shall be
fixed from time to time by the Board of Directors, and none of such officers
shall be prevented from receiving a salary by reason of the fact that he is also
a director of the Corporation.

                                   ARTICLE VI

                                      Stock

                  SECTION 1. Stock Certificates. The shares of stock of the
Corporation shall be represented by certificates unless the Board of Directors
provides, by resolution, that some or all shares of any or all classes or series
of stock shall be uncertificated shares. Certificates for shares of stock of the
Corporation shall be in such form, not inconsistent with the Certificate of
Incorporation, as shall be approved by the Board of Directors. All certificates
shall be signed by the Chairman of the Board, the President or a Vice President
and by the Secretary or an Assistant Secretary or the Treasurer or an Assistant
Treasurer, and shall not be valid unless so signed. Any such signature may be a
facsimile.

                  In case any officer or officers who shall have signed any such
certificate or certificates shall cease to be such officer or officers of the
Corporation, whether because of death, resignation, removal or otherwise, before
such certificate or certificates shall have been delivered by the Corporation,
such certificate or certificates may nevertheless be issued and delivered as
though the person or persons who signed such certificate or certificates had not
ceased to be such officer or officers of the Corporation.

                  All certificates for shares of stock shall be consecutively
numbered as the same are issued. The name of the person owning the shares
represented thereby with the number of such shares and the date of issue thereof
shall be entered on the books of the Corporation.

                  Except as hereinafter provided, all certificates surrendered
to the Corporation for transfer shall be canceled, and no new certificates shall
be issued until former certificates for the same number of shares have been
surrendered and canceled.

                  SECTION 2. Lost, Stolen or Destroyed Certificates. Whenever a
person owning a certificate for shares of stock of the Corporation alleges that
it has been lost, stolen or destroyed, he or she shall file in the office of the
Corporation an affidavit setting forth, to the best of his or her knowledge and
belief, the time, place and circumstances of the loss, theft or destruction,
and, if required by the Corporation, a bond of indemnity or other
indemnification



                                       8.

sufficient, in the opinion of the Corporation, to indemnify the Corporation and
its agents against any claim that may be made against it or them on account of
the alleged loss, theft or destruction of any such certificate or the issuance
of a new certificate in replacement therefor. Thereupon the Corporation may
cause to be issued to such person a new certificate in replacement for the
certificate alleged to have been lost, stolen or destroyed. Upon the stub of
every new certificate so issued shall be noted the fact of such issue and the
number, date and the name of the registered owner of the lost, stolen or
destroyed certificate in lieu of which the new certificate is issued.

                  SECTION 3. Transfer of Shares.

                          (a)      Shares of stock of the Corporation shall be
transferred on the books of the Corporation by the holder thereof, in person or
by his attorney duly authorized in writing, upon surrender and cancellation of
certificates for the number of shares of stock to be transferred, except as
provided in Sections 2 and 3(b) of this Article VI.

                          (b)      The Board of Directors must not register a
transfer of shares which have not been registered under the Securities Act
except in accordance with the provisions of Regulation S under the Securities
Act, pursuant to an effective registration statement under the Securities Act or
pursuant to an exemption from the registration requirements of the Securities
Act.

                  SECTION 4. Regulations. The Board of Directors shall have
power and authority to make such rules and regulations as it may deem expedient
concerning the issue, transfer and registration of certificates for shares of
stock of the Corporation.

                  SECTION 5. Dividends. Subject to the provisions of the
Certificate of Incorporation, the Board of Directors shall have power to declare
and pay dividends upon shares of stock of the Corporation, but only out of funds
available for the payment of dividends as provided by law.

                  SECTION 6. Record Date. In order that the Corporation may
determine the stockholders entitled to notice of or to vote at any meeting of
stockholders or any adjournment thereof, or to express consent to corporate
action in writing without a meeting or to receive payment of any dividend or
other distribution or allotment of any rights, or to exercise any rights in
respect of any change, conversion or exchange of stock or for the purpose of any
other lawful action, as the case may be, the Board of Directors may fix, in
advance, a record date, which shall not be (i) more than sixty (60) nor less
than ten (10) days before the date of such meeting, or (ii) in the case of
corporate action to be taken by consent in writing without a meeting, not more
than ten (10) days after the date upon which the resolution fixing the record
date is adopted by the Board of Directors, or (iii) more than sixty (60) days
prior to any other action.

                  If no record date is fixed, the record date for determining
stockholders entitled to notice of or to vote at a meeting of stockholders shall
be at the close of business on the day next preceding the day on which notice is
given or, if notice is waived, at the close of business on the day next
preceding the day on which the meeting is held; and the record date for
determining



                                       9.

stockholders for any other purpose (except corporate action to be taken by
consent in writing) shall be at the close of business on the day on which the
Board of Directors adopts the resolution relating thereto. A determination of
stockholders of record entitled to notice of or to vote at a meeting of
stockholders shall apply to any adjournment of the meeting; provided, however,
that the Board of Directors may fix a new record date for the adjourned meeting.

                  If a holder of record of any class of stock of the
Corporation, or a series thereof, the holders of which may act by a consent in
writing, wishes to have those stockholders authorize or take corporate action by
written consent, such stockholder shall, by written notice to the Secretary of
the Corporation, request the Board of Directors to fix a record date. The Board
of Directors shall promptly, but in all events within ten (10) days after the
date on which such a request is received, adopt a resolution fixing the record
date. If no record date is fixed by the Board within such ten (10) day period,
the record date for determining stockholders entitled to consent to corporate
action, when no prior action by the Board of Directors is required by applicable
law, shall be the first date on which a signed consent setting forth the action
taken or proposed to be taken is delivered to the Corporation at its registered
office in the State of Delaware or to its principal place of business to the
attention of the Secretary of the Corporation. Delivery made to the registered
office of the Corporation for this purpose shall be by hand or by certified or
registered mail with return receipt requested. If no record date is so fixed by
the Board of Directors and prior action by the Board of Directors is required by
applicable law, the record date for determining stockholders entitled to consent
to corporate action in writing without a meeting shall be at the close of
business on the date on which the Board of Directors adopts the resolution
taking such prior action.

                                   ARTICLE VII

                                Waiver of Notice

                  Any person may waive any notice required to be given by law,
in the Certificate of Incorporation or under these By-Laws (i) by attendance in
person, or by proxy if a stockholder, at any meeting, except when such person
attends a meeting for the express purpose of objecting, at the beginning of the
meeting, to the transaction of any business because the meeting is not lawfully
called or convened, or (ii) by a writing signed by the person or persons
entitled to said notice, whether before or after the time stated in said notice,
which waiver shall be deemed equivalent to such notice. Neither the business to
be transacted at, nor the purpose of, any regular or special meeting of the
stockholders, directors, or members of a committee of directors need be
specified in any written waiver of notice.

                                  ARTICLE VIII

                                    Contracts

                  The Board of Directors may authorize any officer or officers,
agent or agents, in the name and on behalf of the Corporation, to enter into or
execute and deliver any and all deeds, bonds, mortgages, contracts and other
obligations or instruments, and such authority may be general or confined to
specific instances.



                                      10.

                                   ARTICLE IX

                                 Corporate Seal

                  The seal of the Corporation shall be circular in form and
contain the name of the Corporation and the words and numerals "Corporate Seal
2000 Delaware," which seal shall be in charge of the Secretary to be used as
directed by the Board of Directors.

                                    ARTICLE X

                                   Fiscal Year

                  The fiscal year of the Corporation shall be fixed, and shall
be subject to change, by the Board of Directors. Unless otherwise fixed by the
Board of Directors, the fiscal year of the Corporation shall be the calendar
year.

                                   ARTICLE XI

                                 Indemnification

                  SECTION 1. Who May Be Indemnified

                  (a) Actions, Suits and Proceedings Other Than by or in the
Right of the Corporation. The Corporation shall indemnify any person who was or
is a party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the Corporation) by
reason of the fact that he is or was a director, officer, employee or agent of
the Corporation, or is or was serving at the request of the Corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by him in connection with such action, suit or proceeding if he acted
in good faith and in a manner he reasonably believed to be in or not opposed to
the best interests of the Corporation, and, with respect to any criminal action
or proceeding, had no reasonable cause to believe his conduct was unlawful. The
termination of any action, suit or proceeding by judgment, order, settlement,
conviction, or upon a plea of nolo contendere or its equivalent, shall not, of
itself, create a presumption that the person did not act in good faith and in a
manner which he reasonably believed to be in or not opposed to the best
interests of the Corporation, and, with respect to any criminal action or
proceedings, had reasonable cause to believe that his conduct was unlawful.

                  (b) Actions or Suits By or in the Right of the Corporation.
The Corporation shall indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action or
suit by or in the right of the Corporation to procure a judgment in its favor by
reason of the fact that he is or was a director, officer, employee or agent of
the Corporation, or is or was serving at the request of the Corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against expenses (including attorneys' fees)
actually and reasonably incurred by him in



                                      11.

connection with the defense or settlement of such action or suit if he acted in
good faith and in a manner he reasonably believed to be in or not opposed to the
best interests of the Corporation and except that no indemnification shall be
made in respect of any claim, issue or matter as to which such person shall have
been adjudged to be liable to the Corporation unless and only to the extent that
the Court of Chancery or the court in which such action or suit was brought
shall determine upon application that, despite the adjudication of liability but
in view of all the circumstances of the case, such person is fairly and
reasonably entitled to indemnity for such expenses which the Court of Chancery
or such other court shall deem proper.

                  (c) Indemnification for Expenses. To the extent that a
director, officer, employee or agent of the Corporation has been successful on
the merits or otherwise in defense of any action, suit or proceeding referred to
in paragraph (a) or (b), or in defense of any claim, issue or matter therein, he
shall be indemnified against expenses (including attorneys' fees) actually and
reasonably incurred by him in connection therewith.

                  (d) Determination of Entitlement to Indemnification. Any
indemnification under paragraph (a) or (b) (unless ordered by a court) shall be
made by the Corporation only as authorized in the specific case upon a
determination that indemnification of the director, officer, employee or agent
is proper in the circumstances because he has met the applicable standard of
conduct set forth in paragraph (a) or (b). Such determination shall be made (1)
by the Board of Directors by a majority vote of a quorum consisting of directors
who were not parties to such action, suit or proceeding, or (2) if such quorum
is not obtainable, or, even if obtainable, a majority vote of a quorum of
disinterested directors so directs, by independent legal counsel in a written
opinion, or (3) by the stockholders.

                  (e) Advance of Expenses. Expenses incurred by an officer or
director in defending a civil or criminal action, suit or proceeding shall be
paid by the Corporation in advance of the final disposition of such action, suit
or proceeding upon receipt of an undertaking by or on behalf of such director or
officer to repay such amount if it shall ultimately be determined that he is not
entitled to be indemnified by the Corporation as authorized in this Article.
Such expenses incurred by other employees and agents may be so paid upon such
terms and conditions, if any, as the Board of Directors deems appropriate.

                  SECTION 2. Indemnification Not Exclusive Right. The
indemnification and advancement of expenses provided by this Article shall not
be deemed exclusive of any other rights to which those seeking indemnification
and advancement of expenses may be entitled under any by-law, agreement, vote of
stockholders or disinterested directors or otherwise, both as to action in his
official capacity and as to action in another capacity while holding such
office, and shall continue as to a person who has ceased to be a director,
officer, employee or agent and shall inure to the benefit of the heirs,
executors and administrators of such person.

                  SECTION 3. Insurance. The Corporation shall have power to
purchase and maintain insurance on behalf of any person who is or was a
director, officer, employee or agent of the Corporation, or is or was serving at
the request of the Corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise
against any liability asserted against him and incurred by him in any such
capacity, or arising out



                                      12.

of his status as such, whether or not the Corporation would have the power to
indemnify him against such liability under the provisions of this Article.

                  SECTION 4. "Corporation" Defined for Indemnification Purposes.
For purposes of this Article, references to "the Corporation" shall include (in
addition to the Corporation and any resulting corporation) any constituent
corporation (including any constituent of a constituent) absorbed in a
consolidation or merger which if its separate existence had continued, would
have had power and authority to indemnify its directors, officers, and employees
or agents, so that any person who is or was a director, officer, employee or
agent of such constituent corporation, or is or was serving at the request of
such constituent corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise,
shall stand in the same position under the provisions of this Article with
respect to the resulting or surviving corporation as he would have with respect
to such constituent corporation if its separate existence had continued.

                                   ARTICLE XII

                                   Amendments

                  The Board of Directors shall have power to adopt, amend or
repeal By-Laws. By-Laws adopted by the Board of Directors may be amended or
repealed by the stockholders.

                                                                    EXHIBIT 10.1

                                                            BLAKE DAWSON WALDRON

                                                                L A W Y E R S

                                                            --------------------

                              AMENDED AND RESTATED

                                LICENCE AGREEMENT

                          NOVOGEN RESEARCH PTY LIMITED
                               ABN 87 060 202 931

                          MARSHALL EDWARDS PTY LIMITED
                               ABN 36 099 665 675

                            Level 41
                   225 George Street
                    Sydney NSW 2000
          Telephone: +61 2 9258 6000      24 SEPTEMBER 2003
                Fax: +61 2 9258 6999      REF: SJD.BLM.02-1308-9508

                       (C) BLAKE DAWSON WALDRON 2002-2003


                                    CONTENTS


                                                                               
1.       INTERPRETATION                                                            1

         1.1      DEFINITIONS                                                      1
         1.2      RULES FOR INTERPRETING THIS DOCUMENT                             7
         1.3      BUSINESS DAYS                                                    8

2.       LICENCE TO EXPLOIT THE PRODUCT                                            8

         2.1      GRANT OF LICENCE                                                 8
         2.2      EXCLUSIVITY                                                      9
         2.3      EXPIRATION OF LICENSED PATENT RIGHTS                             9
         2.4      SUB-LICENCES                                                     9
         2.5      SUB-CONTRACTORS                                                  9

3.       CLINICAL TRIALS                                                          10

         3.1      CLINICAL TRIALS TO DATE                                         10
         3.2      OBLIGATION TO CONDUCT CLINICAL TRIALS                           10
         3.3      CONDUCT OF CLINICAL TRIALS                                      10
         3.4      CLINICAL TRIAL MATERIALS                                        11
         3.5      FACILITIES AND PERSONNEL                                        11
         3.6      RECORDS OF CLINICAL TRIALS                                      11
         3.7      INSPECTION OF RECORDS                                           11
         3.8      REPORTS ON CLINICAL TRIALS                                      11
         3.9      PUBLICATION OF RESULTS OF CLINICAL TRIALS                       11
         3.10     INTELLECTUAL PROPERTY RIGHTS IN CLINICAL TRIAL MATERIALS        11

4.       DEVELOPMENTS                                                             12

         4.1      MEPL DEVELOPMENTS                                               12
         4.2      NOVOGEN DEVELOPMENTS                                            12

5.       MARKETING AND COMMERCIALISATION                                          12

         5.1      MARKETING AND COMMERCIALISATION                                 12
         5.2      COMMERCIALISATION                                               12
         5.3      RECORDS AND CUSTOMER RELATIONS                                  12
         5.4      MARKETING AND PROMOTION                                         13
         5.5      APPROVAL OF PROMOTIONAL AND ADVERTISING MATERIAL                13
         5.6      COMPLIANCE WITH LAWS                                            13
         5.7      STORAGE AND HANDLING                                            13
         5.8      COMPLIANCE WITH LAWS                                            14
         5.9      PACKING AND TRANSPORT OF PRODUCTS                               14

6.       START GRANT AGREEMENT                                                    14

         6.1      ACKNOWLEDGMENT                                                  14
         6.2      COMPLIANCE WITH THE START GRANT AGREEMENT                       14





                                                                               
         6.3      COMPLIANCE WITH REASONABLE DIRECTIONS                           14

7.       LICENCE FEES                                                             15

         7.1      FIRST LUMP SUM LICENCE FEE                                      15
         7.2      SECOND LUMP SUM LICENCE FEE                                     15
         7.3      ROYALTIES DURING THE EXCLUSIVITY PERIOD                         15
         7.4      ROYALTIES AFTER THE EXCLUSIVITY PERIOD                          16
         7.5      MILESTONE LICENCE FEES                                          16

8.       PAYMENT TERMS                                                            16

         8.1      PAYMENTS                                                        16
         8.2      INTEREST ON OVERDUE ACCOUNTS                                    16

9.       REPORTS AND ACCOUNTING                                                   16

         9.1      BOOKS AND RECORDS                                               16
         9.2      AUDITOR'S CERTIFICATES                                          16
         9.3      QUARTERLY STATEMENTS                                            17
         9.4      CERTIFICATION                                                   17
         9.5      ADJUSTMENTS                                                     17
         9.6      INTEREST ON ADJUSTMENTS                                         18
         9.7      INSPECTION                                                      18

10.      OTHER COSTS                                                              18

         10.1     MAINTENANCE OF LICENSED PATENT RIGHTS                           18
         10.2     REIMBURSEMENT BY MEPL                                           18
         10.3     REGISTRATION OF PRODUCTS                                        18

11.      GOODS AND SERVICES TAX                                                   18

         11.1     GST LAW DEFINITIONS                                             18
         11.2     GST PAYABLE IN ADDITION TO OTHER AMOUNTS                        19
         11.3     TAX INVOICE                                                     19
         11.4     ADJUSTMENTS                                                     19
         11.5     GST WHERE MEPL SUPPLIES NOVOGEN RESEARCH                        20

12.      OTHER DEDUCTIONS AND WITHHOLDINGS                                        20

13.      INTELLECTUAL PROPERTY RIGHTS                                             20

         13.1     ACKNOWLEDGMENT                                                  20
         13.2     MAINTENANCE OF LICENSED INTELLECTUAL PROPERTY                   20
         13.3     NOTIFICATION                                                    20
         13.4     PROCEEDINGS BY MEPL                                             21
         13.5     DIRECTIONS BY NOVOGEN RESEARCH                                  21
         13.6     JOINDER OF NOVOGEN RESEARCH                                     21
         13.7     PROCEEDINGS BY NOVOGEN RESEARCH                                 21
         13.8     JOINDER OF MEPL                                                 21


                                                                             ii.




                                                                               
         13.9     DAMAGES AND SETTLEMENT AMOUNTS                                  21
         13.10    ASSIGNMENT OF INTELLECTUAL PROPERTY RIGHTS                      21

14.      CONFIDENTIAL INFORMATION                                                 22

         14.1     CONFIDENTIALITY                                                 22
         14.2     SECURITY                                                        22
         14.3     EXCEPTIONS TO OBLIGATIONS OF CONFIDENTIALITY                    22
         14.4     PUBLIC DOMAIN                                                   22

15.      REPRESENTATIONS AND WARRANTIES                                           22

         15.1     WARRANTIES OF EACH PARTY                                        22
         15.2     REPRESENTATIONS AND WARRANTIES BY NOVOGEN RESEARCH              23
         15.3     VALIDITY OF LICENSED PATENT RIGHTS                              24
         15.4     RELIANCE ON REPRESENTATIONS AND WARRANTIES                      24

16.      LIMITATION OF LIABILITY                                                  24

         16.1     LIMITATION OF LIABILITY OF NOVOGEN RESEARCH                     24
         16.2     LIABILITY FOR INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS      25
         16.3     EXCLUSION OF CONDITIONS AND WARRANTIES                          25
         16.4     INDIRECT AND CONSEQUENTIAL LOSS                                 25

17.      INDEMNITIES AND INSURANCE                                                25

         17.1     CLINICAL TRIAL INDEMNITY                                        25
         17.2     COMMERCIALISATION INDEMNITY                                     26
         17.3     MEPL'S INSURANCE POLICIES                                       26
         17.4     NAME OF NOVOGEN RESEARCH                                        26
         17.5     CERTIFICATES OF CURRENCY                                        26
         17.6     DEFAULT                                                         26
         17.7     EXPIRY                                                          26
         17.8     NOVOGEN RESEARCH'S INSURANCE                                    27

18.      FORCE MAJEURE                                                            27

         18.1     NOTICE AND SUSPENSION OF OBLIGATIONS                            27
         18.2     EFFORT TO OVERCOME                                              27
         18.3     TERMINATION                                                     27

19.      TERM AND TERMINATION                                                     27

         19.1     TERM                                                            27
         19.2     TERMINATION BY NOVOGEN RESEARCH                                 27
         19.3     TERMINATION BY MEPL                                             28
         19.4     CONSEQUENCES TO MEPL OF TERMINATION                             28
         19.5     CONSEQUENCES TO NOVOGEN RESEARCH OF TERMINATION                 29
         19.6     SURVIVAL AND ACCRUED RIGHTS                                     29


                                                                            iii.




                                                                               
20.      DISPUTE RESOLUTION                                                       29

         20.1     DISPUTES                                                        29
         20.2     NOTICE OF DISPUTE                                               29
         20.3     NEGOTIATION                                                     29
         20.4     RESOLUTION OF DISPUTE                                           30
         20.5     MEDIATION                                                       30

21.      NOTICES                                                                  30

22.      AMENDMENT AND ASSIGNMENT                                                 30

         22.1     AMENDMENT                                                       30
         22.2     ASSIGNMENT                                                      31

23.      GENERAL                                                                  31

         23.1     GOVERNING LAW                                                   31
         23.2     LIABILITY FOR EXPENSES                                          31
         23.3     RELATIONSHIP OF THE PARTIES                                     31
         23.4     GIVING EFFECT TO THIS DOCUMENT                                  31
         23.5     WAIVER OF RIGHTS                                                31
         23.6     OPERATION OF THIS DOCUMENT                                      32
         23.7     OPERATION OF INDEMNITIES                                        32
         23.8     CONSENTS                                                        32
         23.9     EXCLUSION OF CONTRARY LEGISLATION                               32
         23.10    COUNTERPARTS                                                    32

SCHEDULE 1: PRODUCT PATENT RIGHTS                                                 34

SCHEDULE 2: MANUFACTURING PATENT RIGHTS                                           36


                                                                             iv.



                              AMENDED AND RESTATED
                                LICENCE AGREEMENT

DATE     24 September 2003

PARTIES

         NOVOGEN RESEARCH PTY LIMITED ABN 87 060 202 931 ("NOVOGEN RESEARCH")

         MARSHALL EDWARDS PTY LIMITED ABN 36 099 665 675 ("MEPL")

RECITALS

A.       Novogen Research is the proprietor of certain patents, the applicant
         for certain patent applications and the owner of certain know how
         relating to:

         (a)      a method of preparation of the compound known as
                  "phenoxodiol"; and

         (b)      agents comprising phenoxodiol and compositions containing it
                  and its use as a human therapeutic treatment.

B.       MEPL wishes to conduct clinical trials relating to the use of
         phenoxodiol and to exploit phenoxodiol throughout the world for certain
         human therapeutic uses.

C.       In May 2002 Novogen Research agreed to grant to MEPL a licence to
         conduct clinical trials and to exploit phenoxodiol on terms and
         conditions set out in a licence agreement between the parties (the
         "ORIGINAL LICENCE AGREEMENT").

D.       The parties have agreed to amend and restate the terms of the Original
         Licence Agreement as set out in this document with effect from the date
         of this document.

OPERATIVE PROVISIONS

1.       INTERPRETATION

1.1      DEFINITIONS

         The following definitions apply in this document.

         "AFFILIATE" means:

         (a)      in relation to a body corporate, each of:

                  (i)      that body's related bodies corporate;

                  (ii)     that body's directors; and

                  (iii)    the persons who have a substantial holding (as that
                           term is defined in the Corporations Act) in that
                           body; and

         (b)      in relation to a natural person, any:

                  (i)      spouse;



                  (ii)     relative by blood or adoption of that person or that
                           person's spouse; and

                  (iii)    body corporate in which that person and Affiliates of
                           that person hold in aggregate more than 20% of the
                           voting shares.

         "AUTHORISATION" means:

         (a)      an authorisation, consent, declaration, exemption,
                  notarisation or waiver, however it is described; and

         (b)      in relation to anything that could be prohibited or restricted
                  by law if a Government Agency acts in any way within a
                  specified period, the expiry of that period without that
                  action being taken,

         including any renewal or amendment.

         "BUSINESS DAY" means a day that is not a Saturday, Sunday or public
         holiday in Sydney, Australia.

         "CHANGE OF CONTROL" of MEPL means a change in:

         (a)      Control of the composition of the board of directors of the
                  corporation;

         (b)      Control of more than half the voting rights attaching to
                  shares in the corporation; or

         (c)      Control of more than half the issued shares of the corporation
                  (not counting any share which carries no right to participate
                  beyond a specified amount in the distribution of either profit
                  or capital),

         which, for the avoidance of doubt, does not include a change in:

         (d)      Control of the composition of the board of directors of
                  Novogen Limited;

         (e)      Control of more than half the voting rights attaching to
                  shares in Novogen Limited; or

         (f)      Control of more than half the issued shares of Novogen Limited
                  (not counting any share which carries no right to participate
                  beyond a specified amount in the distribution of either profit
                  or capital).

         "CLINICAL TRIAL" means a clinical evaluation of the stability,
         tolerability, synergy or efficacy of a Product for use in the Field.

         "CLINICAL TRIAL MATERIALS" means all medication, Trial Protocols,
         results of Clinical Trials, case report forms, study aids, and any
         other materials used in, or arising out of, the conduct of Clinical
         Trials.

         "CLINICAL TRIAL SUBJECT" means a person who is enrolled in a Clinical
         Trial, whether or not that person meets all eligibility criteria for
         enrolment into the Clinical Trial set out in any Trial Protocol or
         otherwise.

                                                                              2.


         "COMMENCEMENT DATE" means the date the Original Licence Agreement was
         executed by the last of the parties to execute it.

         "COMMERCIALISATION INCOME" means all gross income received by or on
         behalf of MEPL or its related bodies corporate (other than Novogen
         Research and Novogen Laboratories) as a result of or in connection with
         any assignment, sublicensing, or other dealing with MEPL's rights under
         this document, other than income received solely in consideration of
         the sale, hiring or other disposal of Product.

         "COMMONWEALTH" means the Commonwealth of Australia.

         "CONFIDENTIAL INFORMATION" means:

         (a)      in relation to Novogen Research, the Clinical Trial Materials,
                  the Licensed Know How, all Novogen Developments and MEPL
                  Developments, all documents, records and reports relating to
                  the Licensed Intellectual Property or Products, which are
                  provided by MEPL under this document and all other written or
                  oral information disclosed by Novogen Research to MEPL under
                  this document, other than information which MEPL can
                  establish:

                  (i)      was in the public domain when it was given to MEPL;

                  (ii)     becomes, after being given to MEPL, part of the
                           public domain, except through disclosure contrary to
                           this document; or

                  (iii)    was lawfully received by MEPL from another person
                           having the unrestricted legal right to disclose that
                           information without requiring the maintenance of
                           confidentiality; and

         (b)      in relation to MEPL, all written or oral information disclosed
                  by MEPL to Novogen Research under this document, other than
                  information referred to in paragraph (a) and information which
                  Novogen Research can establish:

                  (i)      was in the public domain when it was given to it;

                  (ii)     becomes, after being given to it, part of the public
                           domain, except through disclosure contrary to this
                           document; or

                  (iii)    was lawfully received by it from another person
                           having the unrestricted legal right to disclose that
                           information without requiring the maintenance of
                           confidentiality.

         "CONTROL" means a power or control that is direct or indirect or that
         is, or can be, exercised as a result of, by means of or by the
         revocation or breach of a trust, an agreement, a practice, or any
         combination of them, whether or not they are enforceable. It does not
         matter whether the power or control is express or implied, formal or
         informal, exercisable alone or jointly with someone else.

         "CORPORATIONS ACT" means the Corporations Act 2001 (Cth).

                                                                              3.


         "DEED OF ACKNOWLEDGMENT AND UNDERTAKING" means the document so entitled
         to be entered into between Novogen Limited and the Industry Research
         and Development Board for and on behalf of the Commonwealth.

         "DEFAULT RATE" means, in relation to an amount which has not been paid
         to a party, a rate equal to the sum of that party's cost of funding the
         amount (if that party were to borrow that amount and as determined
         conclusively by that party) and 2% per annum.

         "DISCLOSING PARTY" in relation to any information means the party who
         disclosed to another party that information.

         "DISPUTE" has the meaning given to that term in clause 20.1.

         "DISPUTE NOTICE" has the meaning given to that term in clause 20.2.

         "ENCUMBRANCE" means a mortgage, charge, pledge, lien, hypothecation or
         title retention arrangement, a right of set-off or right to withhold
         payment of a deposit or other money, a notice under section 255 of the
         Income Tax Assessment Act 1936 (Cth), section 260-5 in schedule 1 to
         the Taxation Administration Act 1953 (Cth) or any similar legislation,
         or an easement, restrictive covenant, caveat or similar restriction
         over property, or an agreement to create any of them or to allow any of
         them to exist.

         "EXCLUSIVITY PERIOD" means the period commencing on the Commencement
         Date and ending the later of:

         (a)      the date of expiration or lapsing of the last Patent Right in
                  the patents and patent applications set out in schedule 1 and
                  2; or

         (b)      the date of expiration or lapsing of the last Licensed Patent
                  Right which MEPL would, but for the licence granted in clause
                  2.1, infringe in any country in the Territory by doing in that
                  country any of the things set out in clause 2.1.

         "FDA APPROVAL" means the approval by the Food and Drug Administration
         of the United States of an investigational new drug (IND) application
         for a Product to commence phase 1 Clinical Trials in the United States.

         "FIELD" means the prevention, treatment or cure of cancer in humans by
         pharmaceuticals delivered or administered by injection or by any other
         means but excluding topical applications. For the avoidance of doubt,
         "non-topical applications" shall be any means of administration other
         than to the skin.

         "FIXED AND FLOATING CHARGE" means the document entitled "Deed of Fixed
         and Floating Charge" between Novogen Research and St George Bank
         Limited dated 30 June 1997.

         "FORCE MAJEURE EVENT" means any occurrence or omission as a direct or
         indirect result of which the party relying on it is prevented from or
         delayed in performing any of its obligations (other than a payment
         obligation) under this document and that is beyond the reasonable
         control of that party, including forces of nature, industrial action
         and action or inaction by a Government Agency.

         "GOVERNMENT AGENCY" means:

                                                                              4.


         (a)      a government or government department or other body;

         (b)      a governmental, semi-governmental or judicial person; or

         (c)      a person (whether autonomous or not) who is charged with the
                  administration of a law.

         "GST" means:

         (a)      the same as in the GST Law; and

         (b)      any other goods and services tax, or any tax applying to this
                  transaction in a similar way; and

         (c)      any additional tax, penalty tax, fine, interest or other
                  charge under a law for such a tax.

         "GST LAW" means the same as "GST law" means in A New Tax System (Goods
         and Services Tax) Act 1999 (Cth).

         "INSOLVENCY EVENT" means, for a person, being in liquidation or
         provisional liquidation or under administration, having a controller
         (as defined in the Corporations Act) or analogous person appointed to
         it or any of its property, being taken under section 459F(1) of the
         Corporations Act to have failed to comply with a statutory demand,
         being unable to pay its debts or otherwise insolvent, dying, ceasing to
         be of full legal capacity or otherwise becoming incapable of managing
         its own affairs for any reason, taking any step that could result in
         the person becoming an insolvent under administration (as defined in
         section 9 of the Corporations Act), entering into a compromise or
         arrangement with, or assignment for the benefit of, any of its members
         or creditors, or any analogous event, otherwise than in the course of a
         reorganisation, reconstruction, amalgamation or merger.

         "INTELLECTUAL PROPERTY RIGHTS" means any and all existing and future
         intellectual and industrial property rights throughout the world,
         whether conferred by statute, common law or equity, including rights in
         relation to copyright, trade marks, designs, circuit layouts, plant
         varieties, business and domain names, trade secrets and Know How
         (including the right to apply for registration of any such rights),
         Patent Rights and other results of intellectual activity in the
         industrial, commercial, scientific, literary or artistic fields.

         "KNOW HOW" means technical and other information which is not in the
         public domain including inventions, discoveries, concepts, data,
         formulae, ideas, specifications, procedures for experiments and tests,
         results of experimentation and testing, results of research and
         development and information in laboratory records, data collected
         during the course of Clinical Trials, case reports, data analyses and
         summaries and submissions to and information from ethical committees
         and regulatory authorities.

         "LICENSED INTELLECTUAL PROPERTY" means the Licensed Patent Rights and
         the Intellectual Property Rights in the Licensed Know How.

                                                                              5.


         "LICENSED KNOW HOW" means the Manufacturing Know How, all existing Know
         How of Novogen Research in relation to Products and its uses in the
         Field and all Know How in Clinical Trial Materials, Novogen
         Developments and MEPL Developments.

         "LICENSED PATENT RIGHTS" means the Product Patent Rights, the
         Manufacturing Patent Rights and all Patent Rights in any Novogen
         Developments and MEPL Developments.

         "MANUFACTURING KNOW HOW" means all existing Know How of Novogen
         Research in relation to the synthesis and manufacture of Products.

         "MANUFACTURING LICENCE AND SUPPLY AGREEMENT" means the agreement of
         that title between MEPL and Novogen Laboratories dated on or about the
         date of this document.

         "MANUFACTURING PATENT RIGHTS" means all Patent Rights in the patents
         and patent applications set out in schedule 2.

         "MEPL DEVELOPMENTS" means all developments, improvements, enhancements,
         adaptations and new Know How, whether patentable or otherwise, in
         relation to the Product or the Licensed Intellectual Property, which
         during the Term are made or acquired by MEPL, its employees, agents or
         contractors.

         "MILESTONE LICENCE FEE" means:

         (a)      for the calender year ending 31 December 2003: US$1,000,000;

         (b)      for the calender year ending 31 December 2004: US$2,000,000;

         (c)      for the calender year ending 31 December 2005: US$4,000,000;
                  and

         (d)      for each calender year during the Exclusivity Period following
                  the year ending 31 December 2005: US$8,000,000,

         less any amount payable to Novogen Research during that calendar year
         under clause 7.1.

         "NET SALES" in relation to any Product means the gross invoice or
         contract price of that Product sold, hired or otherwise disposed of by
         MEPL, its Affiliates (other than Novogen Laboratories) or sub-licensees
         (which for avoidance of doubt does not include mere distributors) to
         the first person who is not an Affiliate or sub-licensee of MEPL, after
         deducting (to the extent not already deducted):

         (a)      trade and quantity discounts; and

         (b)      returns, rebates and allowances actually taken.

         "NOVOGEN DEVELOPMENTS" means all developments, improvements,
         enhancements, adaptations and new Know How, whether patentable or
         otherwise, in the Field in relation to the Product or the Licensed
         Intellectual Property which during the Term are made or acquired by
         Novogen Research, its employees or agents, which Novogen Research is
         free to license or disclose.

         "NOVOGEN LIMITED" means Novogen Limited ABN 37 063 259 754.

                                                                              6.


         "PATENT RIGHTS" means existing and future patents (including any
         divisions, continuations, continuations in part, renewals, reissues,
         extensions, supplementary protection certificates, utility models and
         foreign equivalents thereof) and rights with respect to existing and
         future patent applications and patentable inventions, including the
         right to apply for registration of any such rights.

         "PRODUCT" means any product or formulation containing the compound
         known as "phenoxodiol" (or NV-06) for delivery or administration by
         injection or by any other means but excluding topical applications,
         whether in primary manufactured form, final packaged form or otherwise,
         and whether in combination with any other compound or component, active
         or otherwise. For the avoidance of doubt, "non-topical applications"
         shall be any means of administration of the Product other than to the
         skin.

         "PRODUCT PATENT RIGHTS" means all Patent Rights in the patents and
         patent applications set out in schedule 1.

         "QUARTER" means, in respect of any calender year in the Term, the four
         quarters of that year, the first of which commences on the first day of
         that year.

         "START GRANT AGREEMENT" means the agreement entitled "R & D Start Grant
         Agreement No: STG/00220" between Novogen Limited and the Industry
         Research and Development Board for and on behalf of the Commonwealth,
         dated 24 December 1998.

         "TAX" means a tax, levy, duty, charge, deduction or withholding,
         however it is described, that is imposed by a Government Agency,
         together with any related interest, penalty, fine or other charge.

         "TERM" means the term of this document as determined under clause 19.

         "TERRITORY" means the world.

         "TRIAL PROTOCOL" means a protocol for the conduct of a Clinical Trial
         as may be developed by MEPL from time to time.

1.2      RULES FOR INTERPRETING THIS DOCUMENT

         Headings are for convenience only, and do not affect interpretation.
         The following rules also apply in interpreting this document, except
         where the context makes it clear that a rule is not intended to apply.

         (a)      A reference to:

                  (i)      legislation (including subordinate legislation) is to
                           that legislation as amended, re-enacted or replaced,
                           and includes any subordinate legislation issued under
                           it;

                  (ii)     a document or agreement, or a provision of a document
                           or agreement, is to that document, agreement or
                           provision as amended, supplemented, replaced or
                           novated;

                  (iii)    a party to this document or to any other document or
                           agreement includes a permitted substitute or a
                           permitted assign of that party;

                                                                              7.


                  (iv)     a person includes any type of entity or body of
                           persons, whether or not it is incorporated or has a
                           separate legal identity, and any executor,
                           administrator or successor in law of the person; and

                  (v)      anything (including a right, obligation or concept)
                           includes each part of it.

         (b)      A singular word includes the plural, and vice versa.

         (c)      A word which suggests one gender includes the other genders.

         (d)      If a word is defined, another part of speech has a
                  corresponding meaning.

         (e)      If an example is given of anything (including a right,
                  obligation or concept), such as by saying it includes
                  something else, the example does not limit the scope of that
                  thing.

         (f)      The word "AGREEMENT" includes an undertaking or other binding
                  arrangement or understanding, whether or not in writing.

         (g)      The words "SUBSIDIARY", "HOLDING COMPANY" and "RELATED BODY
                  CORPORATE" have the same meanings as in the Corporations Act.

         (h)      A reference to "US$" is to the currency of the United States
                  of America.

1.3      BUSINESS DAYS

         If the day on or by which a person must do something under this
         document is not a Business Day:

         (a)      if the act involves a payment that is due on demand, the
                  person must do it on or by the next Business Day; and

         (b)      in any other case, the person must do it on or by the previous
                  Business Day.

1.4      APPLICATION OF THIS DOCUMENT

         (a)      This document varies and amends the Original Licence Agreement
                  with effect from the date of execution of this document.

         (b)      The terms and conditions of this document replace the terms
                  and conditions of the Original Licence Agreement.

2.       LICENCE TO EXPLOIT THE PRODUCT

2.1      GRANT OF LICENCE

         Novogen Research by this document grants to MEPL for the Term a
         non-transferable licence under the Licensed Patent Rights and the
         Intellectual Property Rights in the Licensed Know How to:

         (a)      make, have made, sell, hire or otherwise dispose of Products
                  in the Territory for use in the Field;

                                                                              8.


         (b)      offer to make, sell, hire or otherwise dispose of Products in
                  the Territory for use in the Field;

         (c)      use and import Products into any country in the Territory for
                  the purpose of exercising its rights under paragraphs (a) and
                  (b);

         (d)      use, reproduce, apply, develop, modify and enhance the
                  Licensed Know How in the Field;

         (e)      keep Products and the Licensed Know How for the purpose of
                  doing any of the things in paragraphs (a) to (d); and

         (f)      use any method or process claimed or disclosed in the
                  Manufacturing Patent Rights or forming part of the
                  Manufacturing Know How for the purpose of exercising its
                  rights under paragraphs (a) to (e).

2.2      EXCLUSIVITY

         The licence granted in clause 2.1 is:

         (a)      exclusive in the Field and in the Territory during the
                  Exclusivity Period; and

         (b)      non-exclusive in the Field and in the Territory from the date
                  of expiration of the Exclusivity Period until the end of the
                  Term.

2.3      EXPIRATION OF LICENSED PATENT RIGHTS

         If during the Term all Licensed Patent Rights in any country in the
         Territory lapse or are held invalid, then subject to clause 19.1, the
         licence granted in clause 2.1 shall continue in full force and effect
         in that country on the same terms as a licence under the Intellectual
         Property Rights in the Licensed Know How only.

2.4      SUB-LICENCES

         (a)      Subject to paragraphs (b) and (c), MEPL may not grant
                  sub-licences under any of the rights granted to it under this
                  document without the prior written consent of Novogen
                  Research.

         (b)      MEPL may grant a sub-licence to Novogen Laboratories on the
                  terms and conditions of the Manufacturing Licence and Supply
                  Agreement.

         (c)      Novogen Research must grant its consent to any sub-licence
                  proposed to be granted by MEPL in the circumstances set out in
                  clause 3.9 of the Manufacturing Licence and Supply Agreement
                  provided that sub-licence is in terms substantially consistent
                  with those in the Manufacturing Licence and Supply Agreement.

2.5      SUB-CONTRACTORS

         MEPL may not engage agents or sub-contractors to perform its
         obligations under this document:

         (a)      without the prior written consent of Novogen Research; and

                                                                              9.


         (b)      unless such agents or sub-contractors first agree in writing:

                  (i)      to comply with confidentiality obligations
                           substantially identical to those of MEPL under this
                           document; and

                  (ii)     to assign to Novogen Research all Intellectual
                           Property Rights in the Field created or acquired by
                           them in the course of their engagement.

3.       CLINICAL TRIALS

3.1      CLINICAL TRIALS TO DATE

         Novogen Research represents and warrants to MEPL that:

         (a)      Novogen Limited has sponsored and funded phase 1 Clinical
                  Trials in Australia;

         (b)      Novogen Limited has obtained the FDA Approval; and

         (c)      the FDA Approval has not been revoked or amended.

3.2      OBLIGATION TO CONDUCT CLINICAL TRIALS

         MEPL shall continue current Clinical Trials and undertake further
         Clinical Trials on the terms and conditions of this document.

3.3      CONDUCT OF CLINICAL TRIALS

         MEPL must and must ensure that its agents, contractors and
         sub-licensees:

         (a)      fund or arrange adequate third party funding of Clinical
                  Trials;

         (b)      use all reasonable endeavours to design and conduct Clinical
                  Trials to generate outcomes which are calculated to result in
                  regulatory approval of a Product for use in the Field;

         (c)      conduct Clinical Trials diligently, in good scientific manner,
                  in compliance with any applicable laws, rules and regulations
                  of any Government Agency in the Territory (including any laws
                  governing the protection and privacy of personal information),
                  in accordance with any Trial Protocol and any other reasonable
                  directions given by Novogen Research from time to time, and
                  consistently with the requirements of any applicable good
                  laboratory practices;

         (d)      ensure that all Clinical Trial Materials are handled
                  appropriately and stored securely by MEPL, its employees,
                  contractors and agents for the duration of the Clinical
                  Trials;

         (e)      ensure that MEPL's employees, contractors, sub-licensees and
                  agents who are involved in carrying out Clinical Trials fully
                  understand and adhere to any Trial Protocol; and

         (f)      take all reasonable measures, in consultation with Novogen
                  Research, to protect Clinical Trial Subjects at risk following
                  a serious adverse drug experience.

                                                                             10.


3.4      CLINICAL TRIAL MATERIALS

         MEPL shall be solely responsible for providing all Clinical Trial
         Materials necessary for the conduct of Clinical Trials.

3.5      FACILITIES AND PERSONNEL

         In order to comply with its obligations under this clause 3, MEPL must,
         and must ensure that its employees, agents, contractors and
         sub-licensees use appropriate skill, experience, equipment and
         facilities.

3.6      RECORDS OF CLINICAL TRIALS

         MEPL must maintain complete and accurate records in good scientific
         manner, which fully record:

         (a)      all work done and results achieved in the course of Clinical
                  Trials;

         (b)      details of MEPL's employees, agents, contractors and
                  sub-licensees engaged to conduct Clinical Trials, all Clinical
                  Trial Subjects and all other persons involved in Clinical
                  Trials; and

         (c)      the Clinical Trial Materials.

3.7      INSPECTION OF RECORDS

         Novogen Research or its nominee may, during normal business hours and
         upon reasonable notice to MEPL, inspect and copy the records maintained
         by MEPL under clause 3.6, and may take and retain such copies as
         Novogen Research thinks fit.

3.8      REPORTS ON CLINICAL TRIALS

         (a)      Within 5 Business Days of a written request by Novogen
                  Research from time to time during the Term, MEPL shall submit
                  a written report to Novogen Research on the status of all
                  Clinical Trials.

         (b)      MEPL shall immediately report to Novogen Research any serious
                  adverse drug experience which occurs during the course of
                  Clinical Trials, and if requested by Novogen Research, MEPL
                  shall cooperate in reporting that experience to any relevant
                  third party or Government Agency.

3.9      PUBLICATION OF RESULTS OF CLINICAL TRIALS

         MEPL must not, and must ensure that its employees, agents, contractors
         and sub-licensees do not, publish, present in public or make available
         to any third party the results of any Clinical Trials without the prior
         written consent of Novogen Research.

3.10     INTELLECTUAL PROPERTY RIGHTS IN CLINICAL TRIAL MATERIALS

         By this document, MEPL assigns to Novogen Research absolutely and as
         beneficial owner, the entire right, title and interest in all
         Intellectual Property Rights in all Clinical Trial Materials.

                                                                             11.


4.       DEVELOPMENTS

4.1      MEPL DEVELOPMENTS

         MEPL shall disclose to Novogen Research all MEPL Developments as soon
         as is reasonably practicable after becoming aware of them, and by this
         document MEPL assigns to Novogen Research absolutely and as beneficial
         owner the entire right, title and interest in all Intellectual Property
         Rights in all MEPL Developments.

4.2      NOVOGEN DEVELOPMENTS

         Novogen Research shall disclose to MEPL all Novogen Developments as
         soon as is reasonably practicable after becoming aware of them.

5.       MARKETING AND COMMERCIALISATION

5.1      MARKETING AND COMMERCIALISATION

         Subject to clauses 5.2 to 5.9, MEPL may, at its sole cost and expense,
         exploit Products in the Field in the Territory in such manner as it
         thinks fit.

5.2      COMMERCIALISATION

         MEPL must, and must procure that each of its agents, contractors and
         sub-licensees:

         (a)      conduct any marketing and commercialisation activities on a
                  commercially reasonable basis, in compliance with any
                  applicable laws, rules and regulations of any Government
                  Agency;

         (b)      observe all reasonable directions and instructions given to it
                  by Novogen Research about marketing and commercialisation of
                  any Product, including directions about the preparation of or
                  amendment of any advertising, publicity, sales literature or
                  other document relating to the Product; and

         (c)      otherwise act as it reasonably considers to be most beneficial
                  to the interests of MEPL and Novogen Research.

5.3      RECORDS AND CUSTOMER RELATIONS

         MEPL must, and must procure that each of its agents, contractors and
         sub-licensees:

         (a)      keep accurate and separate records and accounts of the supply
                  of Products sufficient to enable the recall of Products by
                  batch number, and must submit copies of those records to
                  Novogen Research immediately upon request by Novogen Research;

         (b)      note details of any customer complaints about Products and
                  details of any return of any Product and must provide those
                  details to Novogen Research in writing as soon as is
                  practicable after becoming aware of them;

         (c)      provide all reasonable assistance to Novogen Research if
                  Novogen Research wishes to investigate any customer complaint
                  or return of any Product; and

                                                                             12.


         (d)      consult with Novogen Research regarding any action to be taken
                  about any customer complaint or return of any Product.

5.4      MARKETING AND PROMOTION

         MEPL must, and must procure that its agents, contractors and
         sub-licensees:

         (a)      act in good faith towards Novogen Research and actively
                  promote sales of Products and develop markets for Products
                  throughout the Territory;

         (b)      not during the Term do anything which might injure or destroy
                  the market in the Territory for Products;

         (c)      subject to applicable laws and regulations in the Territory,
                  advertise Products to keep customers and potential customers
                  informed of them;

         (d)      subject to applicable laws and regulations in the Territory,
                  disseminate samples of Products and technical and promotional
                  literature about Products; and

         (e)      subject to applicable laws and regulations in the Territory,
                  establish advertising or promotional programs for Products.

5.5      APPROVAL OF PROMOTIONAL AND ADVERTISING MATERIAL

         MEPL must, and must procure that its agents, contractors and
         sub-licensees:

         (a)      submit to Novogen Research for prior approval by Novogen
                  Research representative samples of any promotional piece,
                  advertising or technical narrative in relation to Products;

         (b)      use promotional pieces, advertising and technical narratives
                  only in accordance with the prior written consent of Novogen
                  Research and any conditions attaching to that consent; and

         (c)      make no representation or warranty about Products except with
                  the prior written consent of Novogen Research.

5.6      COMPLIANCE WITH LAWS

         No consent granted by Novogen Research under clause 5.5 shall relieve
         MEPL of its obligations under this clause 5 and MEPL remains solely
         responsible for the compliance of any promotional activity with
         applicable laws despite any consent by Novogen Research under clause
         5.5.

5.7      STORAGE AND HANDLING

         MEPL must, and must procure that its agents, contractors and
         sub-licensees:

         (a)      store Products safely and securely and in accordance with the
                  reasonable written directions of Novogen Research from time to
                  time; and

                                                                             13.


         (b)      permit Novogen Research to inspect Products in the possession,
                  custody or control of MEPL, its agents, contractors and
                  sub-licensees.

5.8      COMPLIANCE WITH LAWS

         MEPL must, and must procure that its agents, contractors and
         sub-licensees, ensure that all Products comply with the requirements of
         all applicable laws in jurisdictions within the Territory in which MEPL
         exploits those Products, and MEPL must inform Novogen Research
         immediately in writing upon becoming aware of any failure to comply
         with those requirements.

5.9      PACKING AND TRANSPORT OF PRODUCTS

         MEPL must, and must procure that its agents, contractors and
         sub-licensees, ensure that all Products are stored and packed in a
         secure and appropriate manner so that the Products are reasonably
         likely to reach their destination in good condition under normal
         conditions of transport.

6.       START GRANT AGREEMENT

6.1      ACKNOWLEDGMENT

         MEPL acknowledges to Novogen Research that:

         (a)      Novogen Limited has obligations to the Commonwealth under the
                  START Grant Agreement with respect to the conduct of Clinical
                  Trials and the commercialisation of Products; and

         (b)      Novogen Limited has undertaken (or proposes to undertake) to
                  the Commonwealth under the Deed of Acknowledgment and
                  Undertaking to procure that certain of its obligations under
                  the START Grant Agreement are fulfilled by its subsidiaries,
                  including MEPL.

6.2      COMPLIANCE WITH THE START GRANT AGREEMENT

         MEPL must not, and must procure that its agents, contractors and
         sub-licensees do not:

         (a)      exercise MEPL's rights or perform MEPL's obligations in a
                  manner which is inconsistent with the obligations of Novogen
                  Limited under the START Grant Agreement; or

         (b)      otherwise do anything which may cause Novogen Limited to be in
                  default of its obligations under the START Grant Agreement or
                  the Deed of Acknowledgment and Undertaking.

6.3      COMPLIANCE WITH REASONABLE DIRECTIONS

         If at any time during the Term Novogen Limited is in default of its
         obligations to the Commonwealth under the START Grant Agreement or the
         Deed of Acknowledgment and Undertaking, MEPL must comply with all
         reasonable directions of Novogen Research to rectify that default.

                                                                             14.


7.       LICENCE FEES

7.1      FIRST LUMP SUM LICENCE FEE

         In consideration of the licence granted in clause 1.4, MEPL must pay to
         Novogen Research a first lump sum licence fee of US$5,000,000 on the
         later of:

         (a)      1 November 2002; or

         (b)      the date on which the cumulative total of any:

                  (i)      funding (whether debt or equity);

                  (ii)     Commercialisation Income; and

                  (iii)    income as a result of or in connection with the sale,
                           hiring or other disposal of Products,

                  received by MEPL and its related bodies corporate (other than
                  Novogen Research and Novogen Laboratories), exceeds
                  US$25,000,000.

7.2      SECOND LUMP SUM LICENCE FEE

         In further consideration of the licence granted in clause 1.4, MEPL
         must pay to Novogen Research a second lump sum licence fee of
         US$5,000,000 on the later of:

         (a)      1 November 2003; or

         (b)      the date on which the cumulative total of any:

                  (i)      funding (whether debt or equity);

                  (ii)     Commercialisation Income; and

                  (iii)    income as a result of or in connection with the sale,
                           hiring or other disposal of Products,

                  received by MEPL and its related bodies corporate (other than
                  Novogen Research and Novogen Laboratories), exceeds
                  US$50,000,000.

7.3      ROYALTIES DURING THE EXCLUSIVITY PERIOD

         In further consideration of the licence granted in clause 1.4, MEPL
         must, during the Exclusivity Period, pay to Novogen Research:

         (a)      2.5% of all Net Sales of Products in the Territory, Quarterly
                  in arrears, within 30 days of the end of each Quarter; and

         (b)      25% of all Commercialisation Income, Quarterly in arrears
                  within 30 days of the end of each Quarter.

                                                                             15.


7.4      ROYALTIES AFTER THE EXCLUSIVITY PERIOD

         In further consideration of the licence granted in clause 1.4, MEPL
         must, from the expiration of the Exclusivity Period until the end of
         the Term, pay to Novogen Research 1.5% of all Net Sales of Products in
         the Territory, Quarterly in arrears, within 30 days of the end of each
         Quarter.

7.5      MILESTONE LICENCE FEES

         In further consideration of the licence granted in clause 1.4, MEPL
         must pay to Novogen Research the Milestone Licence Fee for each
         calendar year during the Exclusivity Period. MEPL must pay the
         Milestone Licence Fee within 30 days following the end of the relevant
         calendar year.

8.       PAYMENT TERMS

8.1      PAYMENTS

         All amounts due and payable under clause 7 must be calculated and paid
         in United States dollars and must be paid by bank cheque or electronic
         transfer to an account notified by Novogen Research in writing.

8.2      INTEREST ON OVERDUE ACCOUNTS

         Interest shall accrue at the Default Rate on the outstanding balance of
         all overdue amounts payable under clause 7, calculated daily.

9.       REPORTS AND ACCOUNTING

9.1      BOOKS AND RECORDS

         In addition to those records which MEPL must make and keep under
         clauses 3.6 and 5.3, MEPL must, and must ensure that its agents,
         contractors and sublicensees, make, keep and maintain for the Term and
         a period of six years after the end of the Term, separate and complete
         records and books of account relating to:

         (a)      all marketing, sale, distribution, exploitation and
                  commercialisation of Products; and

         (b)      any assignment, sublicensing, or other dealing with MEPL's
                  rights under this document,

         which must contain clear particulars sufficient to enable the
         calculation of all amounts payable under clause 7.

9.2      AUDITOR'S CERTIFICATES

         Within 60 days of a written request by Novogen Research at any time
         during the Term or within six years after the end of the Term, MEPL
         must produce a certificate by the auditors or accountants of MEPL as to
         the accuracy and completeness of the records and books of account
         referred to in clause 13.1.

                                                                             16.


9.3      QUARTERLY STATEMENTS

         MEPL must, and must procure that its agents, contractors and
         sub-licensees, prepare statements for each Quarter showing:

         (a)      the progress of marketing and commercialisation of Products;

         (b)      details of any Commercialisation Income received by or on
                  behalf of MEPL and its subsidiaries in the period to which the
                  statement relates;

         (c)      details of any funding received by or on behalf of MEPL and
                  its subsidiaries, by way of debt, equity or otherwise;

         (d)      details of all income received by or on behalf of MEPL and its
                  subsidiaries as a result of or in connection with the sale,
                  hiring or other disposal of Product; and

         (e)      the calculation of any payments due under clause 7;

         and must submit those statements to Novogen Research within 30 days of
         the end of the Quarter to which they relate, together with payment of
         the amount due to Novogen Research under clause 7. All figures in the
         statements must be in United States dollars.

9.4      CERTIFICATION

         Novogen Research may give notice to MEPL at any time that it disputes
         any statement submitted by MEPL under clause 9.3 and that it wishes to
         have the statement certified by an independent accountant at its own
         cost. In order to do so, Novogen Research and its nominee may inspect
         MEPL's records and books of account, and those of MEPL's contractors
         and sub-licensees under clause 9.7.

9.5      ADJUSTMENTS

         (a)      A certification of a statement under clause 9.4 is final and
                  binding on the parties.

         (b)      Within 14 days of notice in writing by Novogen Research of the
                  certification under clause 9.4, the parties must make any
                  adjustments required as a result of the certification,
                  including:

                  (i)      any refund by Novogen Research to MEPL of the amount
                           of any overpayment; and

                  (ii)     any payment by MEPL to Novogen Research of the amount
                           of any underpayment.

         (c)      If the certification reveals the amount paid to Novogen
                  Research was underestimated by 5% or more, then within 14 days
                  of notice of the certification, MEPL must also reimburse
                  Novogen Research the cost of certification.

                                                                             17.


9.6      INTEREST ON ADJUSTMENTS

         Interest at the Default Rate (calculated daily) on the amounts payable
         under clause 9.5 accrues from and including the 14th day after the date
         of notice of the certification by Novogen Research to MEPL.

9.7      INSPECTION

         Novogen Research may, during normal business hours and upon reasonable
         notice, by its authorised representatives (including accountants and
         auditors) inspect the records and books of account referred to in
         clause 9.1. Such authorised representatives may take such copies and
         extracts of the records and books of account as they think fit and MEPL
         must, and must ensure that its contractors and sublicensees give such
         authorised representatives such assistance as is necessary, including
         by providing access to facilities, hardware, software and documents, to
         enable the Commercialisation Income and all amounts payable by MEPL to
         Novogen Research under this document to be ascertained or verified.

10.      OTHER COSTS

10.1     MAINTENANCE OF LICENSED PATENT RIGHTS

         Subject to clause 10.2, Novogen Research is responsible at its sole
         cost and expense for filing, prosecution and maintenance in the
         Territory of the Licensed Patent Rights.

10.2     REIMBURSEMENT BY MEPL

         MEPL must reimburse Novogen Research one half of the costs incurred by
         Novogen Research during the Exclusivity Period in filing, prosecuting
         and maintaining the Licensed Patent Rights, within 30 days of
         presentation by Novogen Research of invoices for those amounts,
         together with copies of all invoices, receipts and other documents
         evidencing those costs.

10.3     REGISTRATION OF PRODUCTS

         MEPL must, at its own cost and expense:

         (a)      register and maintain the registration of Products for use in
                  the Field in accordance with any applicable laws, rules and
                  regulations of any Government Agency; and

         (b)      do everything necessary to apply for and obtain each
                  Authorisation from a Government Agency required by any
                  applicable law in the Territory for the importation,
                  promotion, distribution, storage, sale and use of Products in
                  the Field.

11.      GOODS AND SERVICES TAX

11.1     GST LAW DEFINITIONS

         Words defined in the GST Law have the same meaning in this clause 11,
         unless the context makes it clear that a different meaning is intended.

                                                                             18.


11.2     GST PAYABLE IN ADDITION TO OTHER AMOUNTS

         In addition to paying all amounts payable by MEPL under this document,
         MEPL must:

         (a)      pay to Novogen Research an amount equal to any GST payable on
                  any supply by Novogen Research under or in connection with
                  this document without deduction or set-off of any other
                  amount;

         (b)      make that payment:

                  (i)      if Novogen Research must pay GST on or after
                           receiving the consideration or any part of it - as
                           and when MEPL must pay or provide the consideration
                           or that part of it;

                  (ii)     if Novogen Research must pay GST on issuing an
                           invoice under this document - on the earlier of the
                           due date for payment of that invoice, or 10 Business
                           Days following the end of the month in which Novogen
                           Research issued that invoice; and

                  (iii)    if Novogen Research must pay GST upon the occurrence
                           of some other event - within 5 Business Days of a
                           written request by Novogen Research for payment for
                           the GST, which may be in the form of a tax invoice
                           (or an adjustment note); and

         (c)      indemnify Novogen Research against, and pay Novogen Research
                  on demand the amount of:

                  (i)      all GST on the transactions contemplated by this
                           document; and

                  (ii)     any loss, liability or expense directly or indirectly
                           incurred in connection with or arising from or caused
                           by any failure by MEPL to pay any amount as and when
                           required by this clause 11, for example, any
                           additional tax, penalty tax, fine, interest or other
                           charge under a GST Law.

11.3     TAX INVOICE

         Within 28 days of a written request from MEPL, Novogen Research must
         issue a tax invoice (or an adjustment note) to MEPL for any supply for
         which Novogen Research may recover GST from MEPL under this document,
         and must include in the tax invoice (or adjustment note) the
         particulars required by the GST Law for MEPL to obtain an input tax
         credit for that GST.

11.4     ADJUSTMENTS

         Novogen Research must refund to MEPL any overpayment by MEPL for GST,
         but Novogen Research need not refund to MEPL any amount for GST paid to
         the Commissioner of Taxation unless Novogen Research has received a
         refund or credit of that amount.

                                                                             19.


11.5     GST WHERE MEPL SUPPLIES NOVOGEN RESEARCH

         If MEPL must pay GST for anything provided or supplied by MEPL under
         this document, Novogen Research must pay to MEPL an amount equal to
         that GST in exactly the same way as MEPL must so do for any GST Novogen
         Research must pay, and this clause 11 applies to that GST as if MEPL
         was Novogen Research, and Novogen Research was MEPL.

12.      OTHER DEDUCTIONS AND WITHHOLDINGS

         If at any time an applicable law obliges MEPL to make a deduction or
         withholding in respect of any Tax from any payment by MEPL to Novogen
         Research under this document, MEPL must:

         (a)      notify Novogen Research of the obligation promptly after MEPL
                  becomes aware of it;

         (b)      ensure that the deduction or withholding does not exceed the
                  minimum amount required by law;

         (c)      pay to the relevant Government Agency on time the full amount
                  of the deduction or withholding and promptly deliver to
                  Novogen Research a copy of any receipt, certificate or other
                  proof of payment; and

         (d)      indemnify Novogen Research against the deduction or
                  withholding, by paying to Novogen Research, at the time that
                  the payment is due, an additional amount that ensures that,
                  after the deduction or withholding is made, Novogen Research
                  receives a net sum equal to the sum that it would have
                  received if the deduction or withholding had not been made.

13.      INTELLECTUAL PROPERTY RIGHTS

13.1     ACKNOWLEDGMENT

         Each party acknowledges that nothing in this document effects an
         assignment or transfer to MEPL of any right, title or interest in the
         Licensed Intellectual Property, and MEPL must not represent that it has
         any right, title or interest in the Licensed Intellectual Property
         other than the rights expressly granted to it under this document.

13.2     MAINTENANCE OF LICENSED INTELLECTUAL PROPERTY

         MEPL must do all things necessary in storing, manufacturing, packing,
         supplying, commercialising and otherwise dealing with the Products to
         maintain the Licensed Intellectual Property and must not cause or
         permit to be done anything which may damage or endanger the Licensed
         Intellectual Property.

13.3     NOTIFICATION

         MEPL must notify Novogen Research immediately upon becoming aware of:

         (a)      any actual or apparent infringement by any person of the
                  Licensed Intellectual Property; or

                                                                             20.


         (b)      any assertion or claim by any person that the activities of a
                  party under this document infringe the Intellectual Property
                  Rights of any person.

13.4     PROCEEDINGS BY MEPL

         Subject to clauses 13.5 and 13.7, MEPL may in its discretion and for
         its own benefit enforce and defend in the Territory the Licensed
         Intellectual Property during the Exclusivity Period, and in the event
         it does so, MEPL shall have the conduct and control of any proceedings,
         including the right to settle them.

13.5     DIRECTIONS BY NOVOGEN RESEARCH

         During the Exclusivity Period, MEPL shall take such proceedings in
         respect of any actual or suspected infringement in the Territory of the
         Licensed Intellectual Property, and shall defend any claim of
         infringement against the parties, as directed by notice in writing by
         Novogen Research from time to time.

13.6     JOINDER OF NOVOGEN RESEARCH

         If it is necessary that Novogen Research be a party to any proceedings
         commenced by MEPL, Novogen Research shall join such proceedings as a
         plaintiff and shall at MEPL's cost provide all reasonable assistance,
         and execute any documents MEPL reasonably requests, in relation to the
         proceedings.

13.7     PROCEEDINGS BY NOVOGEN RESEARCH

         If MEPL fails to take or defend any proceedings within 28 days of
         receipt of a notice under clause 13.5, then without prejudice to any
         other right Novogen Research may have, Novogen Research may commence or
         defend those proceedings itself, and in the event it does so Novogen
         Research shall have the conduct and control of the proceedings
         including the right to settle them.

13.8     JOINDER OF MEPL

         If it is necessary that MEPL be a party to any proceedings taken under
         clause 13.7, MEPL shall join such proceedings as a plaintiff and shall
         provide all reasonable assistance, and execute any documents Novogen
         Research reasonably requests, in relation to the proceedings.

13.9     DAMAGES AND SETTLEMENT AMOUNTS

         If in any proceedings commenced by Novogen Research under clause 13.7,
         damages or an account of profits are awarded to any party to this
         document, or an amount is received by any party by way of settlement of
         those proceedings, all such damages, profits and settlement amounts
         must be paid to Novogen Research within 5 Business Days of receipt.

13.10    ASSIGNMENT OF INTELLECTUAL PROPERTY RIGHTS

         For the avoidance of doubt, if in any proceedings commenced or defended
         under this clause 13, a court makes an order in favour of a party to
         this document other than Novogen Research in relation to the ownership
         of any Intellectual Property Rights

                                                                             21.


         forming part of the Licensed Intellectual Property, the parties agree
         that those Intellectual Property Rights are by this document assigned
         absolutely to Novogen Research.

14.      CONFIDENTIAL INFORMATION

14.1     CONFIDENTIALITY

         Each party must:

         (a)      keep and maintain all Confidential Information of the other
                  party strictly confidential;

         (b)      use Confidential Information of the other parties only for the
                  purposes for which it is disclosed; and

         (c)      not disclose any Confidential Information of another party
                  other than to its employees, authorised sub-contractors, legal
                  advisers, auditors or other consultants requiring the
                  information for the purposes of this document and then only
                  upon those persons undertaking in writing to keep that
                  information strictly confidential.

14.2     SECURITY

         For the purposes of clause 14.1, each party must establish and maintain
         effective security measures to safeguard the Confidential Information
         of the other party from unauthorised use or access and must notify the
         Disclosing Party immediately upon becoming aware of any suspected or
         actual unauthorised use or disclosure of its Confidential Information.

14.3     EXCEPTIONS TO OBLIGATIONS OF CONFIDENTIALITY

         The obligations in clauses 14.1 and 14.2 do not apply to the extent
         that a party is required by law to disclose any Confidential
         Information, provided the party promptly gives notice to the Disclosing
         Party of that requirement and discloses only that portion of its
         Confidential Information which it is legally required to disclose.

14.4     PUBLIC DOMAIN

         No Confidential Information shall be deemed to be in the public domain
         merely because it contains information which is in the public domain or
         is embraced by a general disclosure which is in the public domain.

15.      REPRESENTATIONS AND WARRANTIES

15.1     WARRANTIES OF EACH PARTY

         Each party represents and warrants that:

         (a)      (STATUS) it is a company limited by shares under the
                  Corporations Act;

         (b)      (POWER) it has full legal capacity and power to:

                  (i)      own its property and to carry on its business; and

                                                                             22.


                  (ii)     enter into this document and to carry out the
                           transactions that this document contemplates;

         (c)      (CORPORATE AUTHORITY) it has taken all corporate action that
                  is necessary or desirable to authorise its entry into this
                  document and its carrying out the transactions that this
                  document contemplates;

         (d)      (AUTHORISATIONS) it holds each Authorisation that is necessary
                  or desirable to:

                  (i)      enable it to properly execute this document and to
                           carry out the transactions that this document
                           contemplates;

                  (ii)     ensure that this document is legal, valid, binding
                           and admissible in evidence; or

                  (iii)    enable it to properly carry on its business,

                  and it is complying with any conditions to which any of these
                  Authorisations is subject;

         (e)      (DOCUMENTS EFFECTIVE) this document constitutes its legal,
                  valid and binding obligations, enforceable against it in
                  accordance with its terms (except to the extent limited by
                  equitable principles and laws affecting creditors' rights
                  generally), subject to any necessary stamping or registration;

         (f)      (NO CONTRAVENTION) neither its execution of this document nor
                  the carrying out by it of the transactions that this document
                  contemplates, does or will:

                  (i)      contravene any law to which it or any of its property
                           is subject or any order of any Government Agency that
                           is binding on it or any of its property;

                  (ii)     contravene any Authorisation;

                  (iii)    contravene any undertaking or instrument binding on
                           it or any of its property;

                  (iv)     contravene its constitution; or

                  (v)      require it to make any payment or delivery in respect
                           of any financial indebtedness before it would
                           otherwise be obliged to do so.

15.2     REPRESENTATIONS AND WARRANTIES BY NOVOGEN RESEARCH

         Novogen Research represents and warrants that:

         (a)      (OWNERSHIP) to the best of its knowledge Novogen Research is
                  the legal and beneficial owner of the Licensed Intellectual
                  Property and to the best of its knowledge no other person has
                  or shall have any claim of ownership with respect to the
                  Licensed Intellectual Property;

                                                                             23.


         (b)      (NO DEALINGS) subject to the START Grant Agreement, it has not
                  assigned or granted to any person any right, title or interest
                  in or in relation to the Licensed Intellectual Property;

         (c)      (NO ENCUMBRANCE) subject to the Fixed and Floating Charge, the
                  Licensed Intellectual Property is free from any Encumbrance;

         (d)      (FILING, PROSECUTION AND MAINTENANCE) Novogen Research has
                  diligently filed, prosecuted and maintained the patents and
                  patent applications listed in schedule 1 and as at the
                  Commencement Date all filing, prosecution and maintenance fees
                  have been paid;

         (e)      (CONFIDENTIALITY) to its knowledge Novogen Research has kept
                  the Licensed Know How confidential and to its knowledge there
                  has been no breach of that confidentiality;

         (f)      (NO INFRINGEMENT) to its knowledge the exercise by MEPL, in
                  any country in which a patent application in schedule 1 has
                  been filed, of the rights granted to MEPL under this document
                  with respect to the Licensed Intellectual Property does not
                  infringe the Intellectual Property Rights of any person; and

         (g)      (NO FURTHER PATENT RIGHTS) other than the Licensed Patent
                  Rights, Novogen Research has no Patent Rights which are
                  necessary in order for MEPL to exercise its rights and perform
                  its obligations under this document.

15.3     VALIDITY OF LICENSED PATENT RIGHTS

         MEPL acknowledges that Novogen Research makes and has made no
         representation, warranty, statement or promise to the effect that:

         (a)      any letters patent will be granted in respect of the Licensed
                  Intellectual Property in any country in the Territory; or

         (b)      if any letters patent are granted in respect of the Licensed
                  Intellectual Property in any country in the Territory, such
                  letters patent will be valid.

15.4     RELIANCE ON REPRESENTATIONS AND WARRANTIES

         Each party acknowledges that the other party has executed this document
         and agreed to take part in the transactions that this document
         contemplates in reliance on the representations and warranties that are
         made in this document.

16.      LIMITATION OF LIABILITY

16.1     LIMITATION OF LIABILITY OF NOVOGEN RESEARCH

         Subject to clause 16.2 and to the extent permitted by law, the
         liability of Novogen Research to MEPL under this document and any other
         liability of Novogen Research to MEPL, whether in contract, tort
         (including negligence and breach of statutory duty) or otherwise is
         limited to US$200,000.

                                                                             24.


16.2     LIABILITY FOR INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS

         Clause 16.1 does not apply to any liability which Novogen Research may
         have to MEPL with respect to any breach by Novogen Research of the
         representations and warranties in clauses 15.2(a), (b), (c) and (f).

16.3     EXCLUSION OF CONDITIONS AND WARRANTIES

         Except for the warranties expressly made in this document, all
         conditions, warranties, undertakings or representations express or
         implied arising by statute, general law or otherwise are expressly
         excluded to the extent permitted by law.

16.4     INDIRECT AND CONSEQUENTIAL LOSS

         Notwithstanding any other provision of this document, and to the extent
         permitted by law, in no circumstances is Novogen Research liable in
         contract, tort (including negligence or breach of statutory duty) or
         otherwise, and whatever the cause, to compensate MEPL for:

         (a)      any increased costs or expenses;

         (b)      any economic loss, loss of profit, revenue, business,
                  contracts or anticipated savings; or

         (c)      any other special, indirect or consequential loss or damage of
                  any nature.

17.      INDEMNITIES AND INSURANCE

17.1     CLINICAL TRIAL INDEMNITY

         MEPL must indemnify and keep indemnified Novogen Research, its
         directors, employees and agents against all damages, costs or expenses
         (including legal costs and expenses on an indemnity basis) in respect
         of any claims, demands, actions, proceedings or prosecution which may
         be brought or commenced as a result of or in relation to:

         (a)      the conduct of Clinical Trials generally; or

         (b)      any personal injury to or death of a Clinical Trial Subject
                  arising out of or relating to the administration of the
                  Products or any clinical intervention or procedure provided
                  for or required for the purposes of the Clinical Trials to
                  which the Clinical Trial Subjects would not have been exposed
                  but for their participation in the Clinical Trials,

         except to the extent that the claim, demand, action, proceeding or
         prosecution arose from an action or omission of MEPL in accordance with
         a direction given by Novogen Research under this document or from any
         negligence (including breach of statutory duty) of Novogen Research or
         any breach by Novogen Research of its obligations under this document.

                                                                             25.


17.2     COMMERCIALISATION INDEMNITY

         MEPL must indemnify and keep indemnified Novogen Research, its
         directors, employees and agents against all damages, costs or expenses
         (including legal costs and expenses on an indemnity basis) in respect
         of any claims, demands, actions, proceedings or prosecution which may
         be brought or commenced as a result of or in relation to:

         (a)      the licensing or sub-licensing of the Licensed Intellectual
                  Property;

         (b)      the sale, distribution or other commercialisation or
                  exploitation of Products; or

         (c)      any packaging, marketing, advertisement or promotion of
                  Products,

         by MEPL, its employees, agents, contractors and sub-licensees,
         including any warranty claims, product liability claims, product
         recalls and claims for personal injury or property damage, except to
         the extent that the claim, demand, action, proceeding or prosecution
         arose from an action or omission of MEPL in accordance with a direction
         given by Novogen Research under this document, from the negligence
         (including breach of statutory duty) of Novogen Research or the breach
         by Novogen Research of its obligations under this document.

17.3     MEPL'S INSURANCE POLICIES

         MEPL must take out and maintain in force in the Territory comprehensive
         general liability insurance including advertising and product liability
         insurance for personal injury and property damage and product recall
         insurance, in relation to all Products on terms satisfactory to Novogen
         Research.

17.4     NAME OF NOVOGEN RESEARCH

         If requested by Novogen Research, MEPL must ensure that that Novogen
         Research is included on the policies referred to in clause 17.3 as a
         joint insured or loss payee.

17.5     CERTIFICATES OF CURRENCY

         At the request of Novogen Research from time to time, MEPL must provide
         to Novogen Research a certificate of currency evidencing its compliance
         with its obligations under this clause 17.

17.6     DEFAULT

         If within 15 Business Days of a request by Novogen Research under
         clause 17.5, MEPL does not comply with its obligations under that
         clause, Novogen Research may (but is not obliged to) take out and
         maintain the insurance and may recover any premiums paid as a debt due
         by MEPL.

17.7     EXPIRY

         MEPL shall maintain each insurance policy referred to in clause 17.3
         until the expiry date of the last Product sold, hired or otherwise
         disposed of by or on behalf of MEPL or its sub-licensees.

                                                                             26.


17.8     NOVOGEN RESEARCH'S INSURANCE

         Novogen Research must take out and maintain in force in the Territory
         comprehensive general liability insurance policies in relation to its
         obligations under this document on terms reasonably satisfactory to
         MEPL.

18.      FORCE MAJEURE

18.1     NOTICE AND SUSPENSION OF OBLIGATIONS

         If a party to this document is affected, or likely to be affected, by a
         Force Majeure Event:

         (a)      that party must immediately give the other prompt notice of
                  that fact including:

                  (i)      full particulars of the Force Majeure Event;

                  (ii)     an estimate of its likely duration;

                  (iii)    the obligations affected by it and the extent of its
                           effect on those obligations; and

                  (iv)     the steps taken to rectify it; and

         (b)      the obligations under this document of the party giving the
                  notice are suspended to the extent to which they are affected
                  by the relevant Force Majeure Event as long as the Force
                  Majeure Event continues.

18.2     EFFORT TO OVERCOME

         A party claiming a Force Majeure Event must use its best endeavours to
         remove, overcome or minimise the effects of that Force Majeure Event as
         quickly as possible. However, this does not require a party to settle
         any industrial dispute in any way it does not want to.

18.3     TERMINATION

         If a Force Majeure Event continues for more than 3 months, any party
         may terminate this document by giving at least 10 Business Days notice
         to the other parties.

19.      TERM AND TERMINATION

19.1     TERM

         (a)      Subject to paragraph (b), the rights and obligations of the
                  parties under this document begin on the Commencement Date and
                  continue until this document is terminated in accordance with
                  this clause 19.

         (b)      The variations made by this document to the Original Licence
                  Agreement are effective from the date of this document.

19.2     TERMINATION BY NOVOGEN RESEARCH

         Novogen Research may terminate this document at any time:

                                                                             27.


         (a)      immediately if MEPL defaults in the performance of any of its
                  obligations under this document which in Novogen Research's
                  reasonable opinion is capable of remedy and fails to remedy
                  that default within 21 days of receiving written notice from
                  Novogen Research specifying the default and requiring the
                  default to be remedied;

         (b)      on 21 days written notice if MEPL defaults in the performance
                  of any of its material obligations under this document which
                  in Novogen Research's reasonable opinion is not capable of
                  remedy; and

         (c)      immediately by notice in writing if:

                  (i)      there is a Change of Control of MEPL without Novogen
                           Research's written consent (which shall not be
                           unreasonably withheld or delayed or conditioned);

                  (ii)     MEPL is involved in an Insolvency Event; or

                  (iii)    MEPL ceases for any reason to be able lawfully to
                           carry out all the transactions which this document
                           contemplates may be carried out by MEPL.

19.3     TERMINATION BY MEPL

         MEPL may terminate this document at any time:

         (a)      on three month's written notice to Novogen Research;

         (b)      immediately if Novogen Research defaults in the performance of
                  any of its obligations under this document which in MEPL's
                  reasonable opinion is capable of remedy and fails to remedy
                  that default within 21 days of receiving written notice from
                  MEPL specifying the default and requiring the default to be
                  remedied;

         (c)      on 21 days written notice if Novogen Research defaults in the
                  performance of any of its material obligations under this
                  document which in MEPL's reasonable opinion is not capable of
                  remedy; and

         (d)      immediately by notice in writing if:

                  (i)      Novogen Research is involved in an Insolvency Event;
                           or

                  (ii)     Novogen Research ceases for any reason to be able
                           lawfully to carry out all the transactions which this
                           document contemplates may be carried out by Novogen
                           Research.

19.4     CONSEQUENCES TO MEPL OF TERMINATION

         Upon termination of this document MEPL must:

         (a)      immediately cease using and exploiting the Products;

                                                                             28.


         (b)      within 14 Business Days return to Novogen Research or destroy
                  at Novogen Research's election, all Products, Clinical Trial
                  Materials, all copies (including electronic copies) of any
                  labelling and packaging materials relating to Products and any
                  other Confidential Information of Novogen Research in MEPL's
                  possession, custody or power; and

         (c)      cooperate with Novogen Research and do everything necessary to
                  bring about the orderly and medically and ethically
                  permissible termination of all Clinical Trials,

         provided that MEPL may complete in accordance with its obligations
         under this document any contracts for sale or supply of Products to
         which MEPL is bound prior to the date of termination.

19.5     CONSEQUENCES TO NOVOGEN RESEARCH OF TERMINATION

         Upon termination of this document Novogen Research must return to MEPL
         or destroy at MEPL's election within 10 Business Days, all Confidential
         Information of MEPL in the possession, custody or power of Novogen
         Research.

19.6     SURVIVAL AND ACCRUED RIGHTS

         Upon termination under this clause 19, this document is at an end as to
         its future operation except for:

         (a)      the enforcement of any right or claim which arises on or has
                  arisen before termination; and

         (b)      the obligations of the parties under clauses 1, 3.6, 3.7, 3.9,
                  5.3, 9, 13.1, 13.9, 14, 16, 17, 20, 21 and 23 (except clause
                  23.4) and this clause 19 which survive termination.

20.      DISPUTE RESOLUTION

20.1     DISPUTES

         If a dispute arises out of or in relation to this document (including
         any dispute as to breach or termination of the document or as to any
         claim in tort, in equity or pursuant to any statute) (a "DISPUTE"), a
         party to this document may not commence any court or arbitration
         proceedings relating to the Dispute unless it has complied with this
         clause 20 except where the party seeks urgent interlocutory relief.

20.2     NOTICE OF DISPUTE

         A party to this document claiming that a Dispute has arisen under or in
         relation to this document must give written notice to the other party
         specifying the nature of the Dispute (a "DISPUTE NOTICE").

20.3     NEGOTIATION

         Upon receipt by a party of a Dispute Notice, Novogen Research and MEPL
         must procure that their respective Managing Directors meet to endeavour
         to resolve the Dispute expeditiously by negotiation.

                                                                             29.


20.4     RESOLUTION OF DISPUTE

         If the parties have not resolved the Dispute under clause 20.3 within
         14 days of receipt of a Dispute Notice, the parties must endeavour to
         resolve the Dispute expeditiously using informal dispute resolution
         techniques such as mediation, expert evaluation or determination or
         similar techniques agreed by the parties.

20.5     MEDIATION

         If the parties do not agree within 28 days of receipt of a Dispute
         Notice (or such further period as the parties agree in writing) as to:

         (a)      the dispute resolution technique and procedures to be adopted;

         (b)      the timetable for all steps in those procedures; and

         (c)      the selection and compensation of the independent person
                  required for such technique,

         the parties must mediate the Dispute in accordance with the Mediation
         Rules of the Law Society of New South Wales.

21.      NOTICES

         (a)      A notice, consent or other communication under this document
                  is only effective if it is in writing, signed and either left
                  at the addressee's address or sent to the addressee by mail or
                  fax. If it is sent by mail, it is taken to have been received
                  3 working days after it is posted. If it is sent by fax, it is
                  taken to have been received when the addressee actually
                  receives it in full and in legible form.

         (b)      The parties' addresses and fax numbers are those set out
                  below, or as a party notifies the other:

                  NOVOGEN RESEARCH
                  Address:         140 Wicks Road, North Ryde NSW 2113 AUSTRALIA
                  Fax number:      Int + 612 9878 0055
                  Attention:       Managing Director

                  MEPL
                  Address:         140 Wicks Road, North Ryde NSW 2113 AUSTRALIA
                  Fax number:      Int + 612 9878 0055
                  Attention:       Managing Director

22.      AMENDMENT AND ASSIGNMENT

22.1     AMENDMENT

         This document can only be amended, supplemented, replaced or novated by
         another document signed by the parties.

                                                                             30.


22.2     ASSIGNMENT

         (a)      MEPL may only dispose of, declare a trust over or otherwise
                  create an interest in its rights under this document with the
                  prior written consent of Novogen Research.

         (b)      Novogen Research may dispose of, declare a trust over or
                  otherwise create an interest in its rights under this document
                  without the consent of MEPL, and may disclose to any potential
                  holder of the right or interest any information relating to
                  this document or any party to it.

23.      GENERAL

23.1     GOVERNING LAW

         (a)      This document is governed by the law in force in New South
                  Wales.

         (b)      Each party submits to the non-exclusive jurisdiction of the
                  courts exercising jurisdiction in New South Wales, and any
                  court that may hear appeals from any of those courts, for any
                  proceedings in connection with this document, and waives any
                  right it might have to claim that those courts are an
                  inconvenient forum.

23.2     LIABILITY FOR EXPENSES

         Each party must pay its own expenses incurred in negotiating,
         executing, stamping and registering this document.

23.3     RELATIONSHIP OF THE PARTIES

         Nothing in this document creates a relationship of employment,
         partnership or joint venture between the parties under the laws of any
         applicable jurisdiction and no party may act or has the authority to
         act as agent of or in any way bind or commit another party to any
         obligation.

23.4     GIVING EFFECT TO THIS DOCUMENT

         Each party must do anything (including execute any document), and must
         ensure that its employees and agents do anything (including execute any
         document), that the other party may reasonably require to give full
         effect to this document.

23.5     WAIVER OF RIGHTS

         A right may only be waived in writing, signed by the party giving the
         waiver, and:

         (a)      no other conduct of a party (including a failure to exercise,
                  or delay in exercising, the right) operates as a waiver of the
                  right or otherwise prevents the exercise of the right;

         (b)      a waiver of a right on one or more occasions does not operate
                  as a waiver of that right if it arises again; and

                                                                             31.


         (c)      the exercise of a right does not prevent any further exercise
                  of that right or of any other right.

23.6     OPERATION OF THIS DOCUMENT

         (a)      This document contains the entire document between the parties
                  about its subject matter. Any previous understanding,
                  document, representation or warranty relating to that subject
                  matter is replaced by this document and has no further effect.

         (b)      Any right that a person may have under this document is in
                  addition to, and does not replace or limit, any other right
                  that the person may have.

         (c)      Any provision of this document which is unenforceable or
                  partly unenforceable is, where possible, to be severed to the
                  extent necessary to make this document enforceable, unless
                  this would materially change the intended effect of this
                  document.

23.7     OPERATION OF INDEMNITIES

         (a)      Each indemnity in this document survives the expiry or
                  termination of this document.

         (b)      A party may recover a payment under an indemnity in this
                  document before it makes the payment.

23.8     CONSENTS

         Where this document contemplates that a party may agree or consent to
         something (however it is described), that party may:

         (a)      agree or consent, or not agree or consent, in its absolute
                  discretion; and

         (b)      agree or consent subject to conditions,

         unless this document expressly contemplates otherwise.

23.9     EXCLUSION OF CONTRARY LEGISLATION

         Any legislation that adversely affects an obligation of a party, or the
         exercise by a party of a right or remedy, under or relating to this
         document is excluded to the full extent permitted by law.

23.10    COUNTERPARTS

         This document may be executed in counterparts.

                                                                             32.


EXECUTED as an agreement.

EXECUTED by NOVOGEN RESEARCH PTY LIMITED

/s/ Christopher Naughton                         /s/ Ronald Lea Erratt
____________________________________             _______________________________
Signature of director                            Signature of director/secretary

    Christopher Naughton                             Ronald Lea Erratt
____________________________________             _______________________________
Name of director                                 Name of director/secretary

EXECUTED by MARSHALL EDWARDS PTY LIMITED

/s/ Christopher Naughton                         /s/ David Seaton
____________________________________             _______________________________
Signature of director                            Signature of director/secretary

    Christopher Naughton                             David Seaton
____________________________________             _______________________________
Name of director                                 Name of director/secretary

                                                                             33.



                                   SCHEDULE 1

                              PRODUCT PATENT RIGHTS



Application/patent                  No.                                Status
                                                                 

Australia                          731951                              Granted

Australia                          19723/01                            Under examination

Australia                          750031                              Granted

Australia                          PP1124                              Completed provisional
                                                                       patent application

Australia                          PO2039                              Completed provisional
                                                                       patent application

Australia                          PS1594                              Completed provisional
                                                                       patent application

Australia                          2002950294                          Completed provisional
                                                                       patent application

Australia                          2002951607                          Completed provisional
                                                                       patent application

Australia                          2002953453                          Completed provisional
                                                                       patent application

Brazil                             9713180-6                           Under examination

Brazil                             9814343-3                           Under examination

Canada                             2,265,049                           Under examination

Canada                             2316349                             Pending

Czech Republic                     PV 699-99                           Under examination

Europe                             97937345.3                          Pending

Europe                             98960911.0                          Pending

Hong Kong                          1019553                             Granted

Hungary                            P9903971                            Under examination

Israel                             128765                              Under examination













                                                                 
Israel                             136784                              Pending

Japan                              10-511105                           Under examination

Mexico                             992092                              Pending

Mexico                             006311                              Pending

New Zealand                        334025                              Granted

New Zealand                        506063                              Under examination

New Zealand                        505377                              Accepted

Norway                             19990965                            Pending

Norway                             20003201                            Pending

People's Republic of China         97198690.8                          Under examination

Portugal                           98/08503                            Pending

Singapore                          64139                               Granted

Singapore                          74235                               Granted

Sweden                             2286-3                              Under examination

Turkey                             TR19990885B                         Granted

Turkey                             2000/2064                           Pending

United Kingdom                     2331015                             Granted

United States of America           09/254026                           Under examination

United States of America           Serial number not allocated         Filed 6 August 2003
                                   Continuation of 09/254026

United States of America           10/212847                           Under examination

United States of America           10/176762                           Under examination

United States of America           6455032                             Granted

Zimbabwe                           12/99                               Accepted

International                      PCT/AU03/00427                      Pending

International                      PCT/AU97/00563                      National phase entry
                                                                       completed

International                      PCT/AU98/01054                      National phase entry
                                                                       completed





                                   SCHEDULE 2

                           MANUFACTURING PATENT RIGHTS



APPLICATION                              NO.                        STATUS
                                                         
Australia                            26510/00                  Under examination

Australia                            PP8685                    Completed provisional patent
                                                               application

Brazil                               0008222-8                 Pending

Canada                               2362819                   Pending

China                                00803816.3                Under examination

Czech Republic                       PV 2001-2920              Pending

Europe                               00904727.5                Under examination

Hong Kong                            02103732.5                Pending

Hungary                              PO105218                  Pending

Israel                               144008                    Pending

Japan                                2000-599749               Pending

Mexico                               008233                    Pending

New Zealand                          512696                    Lapsed

New Zealand                          527700 (divisional)       Pending

Norway                               20013945                  Pending

Singapore                            200103867-8               Pending

South Africa                         20016502                  Pending

Turkey                               01/2367                   Under examination

United States of America             09/889701                 Under examination

International                        PCT/AU00/00103            National phase entry
                                                               completed

                                                                    EXHIBIT 10.2

                                                            BLAKE DAWSON WALDRON

                                                                L A W Y E R S

                                                            --------------------

                              AMENDED AND RESTATED
                              MANUFACTURING LICENCE
                              AND SUPPLY AGREEMENT

                          MARSHALL EDWARDS PTY LIMITED
                                 ACN 099 665 675

                        NOVOGEN LABORATORIES PTY LIMITED
                               ABN 42 002 489 947

                            Level 41
                   225 George Street
                     Sydney NSW 2000
          Telephone: +61 2 9258 6000      24 SEPTEMBER 2003
                Fax: +61 2 9258 6999      REF: SJD.BLM.02-1308-9508

                       (C) BLAKE DAWSON WALDRON 2002-2003



                                    CONTENTS


                                                                          
1.       INTERPRETATION                                                       1

         1.1      DEFINITIONS                                                 1
         1.2      RULES FOR INTERPRETING THIS DOCUMENT                        6
         1.3      BUSINESS DAYS                                               7
         1.4      APPLICATION OF THIS DOCUMENT                                7

2.       MANUFACTURING LICENCE                                                7

         2.1      GRANT OF LICENCE                                            7
         2.2      SUB-LICENCES                                                7
         2.3      EXPIRATION OF PATENT RIGHTS                                 7
         2.4      SUB-CONTRACTORS                                             8

3.       SUPPLY OF COMPOUND                                                   8

         3.1      SUPPLY OF COMPOUND                                          8
         3.2      FORECASTS OF SUPPLY REQUIREMENTS                            8
         3.3      NOTICE REQUIREMENTS FOR A LAUNCH DATE                       8
         3.4      PURCHASE ORDERS                                             8
         3.5      CONFIRMATION OF PURCHASE ORDERS                             9
         3.6      FULFILMENT OF PURCHASE ORDERS                               9
         3.7      PLACE OF DELIVERY                                           9
         3.8      PACKING AND TRANSPORT OF COMPOUND                           9
         3.9      FAILURE TO SUPPLY                                           9

4.       TITLE AND RISK                                                      10

         4.1      PASSING OF TITLE TO COMPOUND                               10
         4.2      RIGHTS BEFORE PASSING OF TITLE                             10
         4.3      SALES TO THIRD PARTIES                                     10
         4.4      RISK                                                       11

5.       FEES FOR THE SUPPLY OF COMPOUND                                     11

         5.1      PURCHASE PRICE                                             11
         5.2      INVOICES FOR PURCHASE PRICE                                11
         5.3      TIME FOR PAYMENT                                           11
         5.4      REVIEWS OF THE PURCHASE PRICE                              11
         5.5      ADJUSTMENT OF PURCHASE PRICE                               11
         5.6      SUSPENSION OF SUPPLY                                       11
         5.7      INSPECTION                                                 12

6.       PAYMENT TERMS                                                       12

         6.1      PAYMENTS                                                   12
         6.2      INTEREST ON OVERDUE ACCOUNTS                               12
         6.3      TERMINATION                                                12





                                                                          
7.       GOODS AND SERVICES TAX                                              12

         7.1      GST LAW DEFINITIONS                                        12
         7.2      GST PAYABLE IN ADDITION TO OTHER AMOUNTS                   12
         7.3      TAX INVOICE                                                13
         7.4      ADJUSTMENTS                                                13
         7.5      GST WHERE MEPL SUPPLIES NOVOGEN LABORATORIES               13

8.       MANUFACTURING DEVELOPMENTS AND IMPROVEMENTS                         13

         8.1      MANUFACTURING DEVELOPMENTS                                 13
         8.2      MANUFACTURING IMPROVEMENTS                                 14
         8.3      TECHNICAL ASSISTANCE                                       14

9.       INTELLECTUAL PROPERTY RIGHTS                                        14

         9.1      ACKNOWLEDGMENT                                             14
         9.2      NOTIFICATION                                               14
         9.3      JOINDER OF NOVOGEN LABORATORIES                            14

10.      CONFIDENTIAL INFORMATION                                            14

         10.1     CONFIDENTIALITY                                            14
         10.2     SECURITY                                                   15
         10.3     EXCEPTIONS TO OBLIGATIONS OF CONFIDENTIALITY               15
         10.4     PUBLIC DOMAIN                                              15

11.      REPRESENTATIONS AND WARRANTIES                                      15

         11.1     WARRANTIES OF EACH PARTY                                   15
         11.2     REPRESENTATIONS AND WARRANTIES BY NOVOGEN LABORATORIES     16
         11.3     REPRESENTATIONS AND WARRANTIES BY MEPL                     16
         11.4     RELIANCE ON REPRESENTATIONS AND WARRANTIES                 17
         11.5     EXCLUSION OF CONDITIONS AND WARRANTIES                     17

12.      LIMITATION OF LIABILITY                                             17

         12.1     INDIRECT AND CONSEQUENTIAL LOSS                            17
         12.2     STATUTORY WARRANTIES                                       17
         12.3     BARRING OF CLAIMS FOR QUANTITY SHORTFALLS OR DAMAGE        18
         12.4     BARRING OF CLAIMS FOR DEFECTS IN QUALITY                   18

13.      INDEMNITIES AND INSURANCE                                           18

         13.1     CLINICAL TRIAL INDEMNITY                                   18
         13.2     COMMERCIALISATION INDEMNITY                                18
         13.3     MEPL'S INSURANCE POLICIES                                  19
         13.4     NAME OF NOVOGEN LABORATORIES                               19
         13.5     CERTIFICATES OF CURRENCY                                   19
         13.6     DEFAULT                                                    19
         13.7     EXPIRY                                                     19


                                                                             ii.




                                                                          
         13.8     NOVOGEN LABORATORIES' INSURANCE                            19

14.      FORCE MAJEURE                                                       19

         14.1     NOTICE AND SUSPENSION OF OBLIGATIONS                       19
         14.2     EFFORT TO OVERCOME                                         20
         14.3     TERMINATION                                                20

15.      TERM AND TERMINATION                                                20

         15.1     TERM                                                       20
         15.2     TERMINATION BY MEPL                                        20
         15.3     TERMINATION BY NOVOGEN LABORATORIES                        21
         15.4     CONSEQUENCES OF TERMINATION                                21
         15.5     SURVIVAL AND ACCRUED RIGHTS                                21

16.      DISPUTE RESOLUTION                                                  22

         16.1     DISPUTES                                                   22
         16.2     NOTICE OF DISPUTE                                          22
         16.3     NEGOTIATION                                                22
         16.4     RESOLUTION OF DISPUTE                                      22
         16.5     MEDIATION                                                  22

17.      NOTICES                                                             22

18.      AMENDMENT AND ASSIGNMENT                                            23

         18.1     AMENDMENT                                                  23
         18.2     ASSIGNMENT                                                 23

19.      GENERAL                                                             23

         19.1     GOVERNING LAW                                              23
         19.2     RELATIONSHIP OF THE PARTIES                                23
         19.3     GIVING EFFECT TO THIS DOCUMENT                             23
         19.4     WAIVER OF RIGHTS                                           23
         19.5     OPERATION OF THIS DOCUMENT                                 24
         19.6     EXCLUSION OF CONTRARY LEGISLATION                          24
         19.7     COUNTERPARTS                                               24

SCHEDULE 1: MANUFACTURING PATENT RIGHTS                                      26

SCHEDULE 2: PRODUCT PATENT RIGHTS                                            27


                                                                            iii.



                              AMENDED AND RESTATED
                   MANUFACTURING LICENCE AND SUPPLY AGREEMENT

DATE     24 September 2003

PARTIES

         MARSHALL EDWARDS PTY LIMITED ACN 099 665 675 whose registered office is
         situated at 140 Wicks Road, North Ryde, NSW 2113 Australia ("MEPL")

         NOVOGEN LABORATORIES PTY LIMITED ABN 42 002 489 947 whose registered
         office is situated at 140 Wicks Road, North Ryde, NSW 2113 Australia
         ("NOVOGEN LABORATORIES")

RECITALS

A.       Novogen Research has granted to MEPL a worldwide exclusive licence to
         exploit the compound known as "phenoxodiol" (or NV-06) for certain
         human therapeutic uses on the terms and conditions of the Licence
         Agreement.

B.       Novogen Laboratories has expertise and experience in the manufacture of
         synthetic isoflavone compounds.

C.       MEPL granted to Novogen Laboratories a sub-licence to manufacture
         phenoxodiol and to supply phenoxodiol to MEPL and Novogen Laboratories
         agreed to accept that sub-licence and to supply phenoxodiol to MEPL on
         the terms and conditions of the Original Manufacturing Licence and
         Supply Agreement.

D.       The parties have agreed to amend and restate the terms and conditions
         of the Original Manufacturing Licence and Supply Agreement as set out
         in this document with effect from the date of this document.

OPERATIVE PROVISIONS

1.       INTERPRETATION

1.1      DEFINITIONS

         The following definitions apply in this document.

         "AUTHORISATION" means:

         (a)      an authorisation, consent, declaration, exemption,
                  notarisation or waiver, however it is described; and

         (b)      in relation to anything that could be prohibited or restricted
                  by law if a Government Agency acts in any way within a
                  specified period, the expiry of that period without that
                  action being taken,

         including any renewal or amendment.

         "BUSINESS DAY" means a day that is not a Saturday, Sunday or public
         holiday in Sydney, Australia.



         "CHANGE OF CONTROL" of MEPL means, a change in:

         (a)      Control of the composition of the board of directors of the
                  corporation;

         (b)      Control of more than half the voting rights attaching to
                  shares in the corporation; or

         (c)      Control of more than half the issued shares of the corporation
                  (not counting any share which carries no right to participate
                  beyond a specified amount in the distribution of either profit
                  or capital),

         which, for the avoidance of doubt, does not include a change in:

         (d)      Control of the composition of the board of directors of
                  Novogen;

         (e)      Control of more than half the voting rights attaching to
                  shares in Novogen; or

         (f)      Control of more than half the issued shares of Novogen
                  (excluding any part which carries no right to participate
                  beyond a specified amount in the distribution of either profit
                  or capital).

         "CLINICAL TRIAL" means a clinical evaluation of the stability,
         tolerability, synergy or efficacy of a Product for use in the Field.

         "COMMENCEMENT DATE" means the date the Original Manufacturing Licence
         and Supply Agreement was executed by the last of the parties to execute
         it.

         "COMPOUND" means the compound known as "phenoxodiol" (or NV-06) in its
         primary manufactured form.

         "CONFIDENTIAL INFORMATION" means all Manufacturing Know How and all
         written or oral information disclosed by MEPL to Novogen Laboratories
         under this document, other than information which Novogen Laboratories
         can establish:

         (a)      was in the public domain when it was given to Novogen
                  Laboratories;

         (b)      becomes, after being given to Novogen Laboratories, part of
                  the public domain, except through disclosure contrary to this
                  document; or

         (c)      was lawfully received by Novogen Laboratories from another
                  person having the unrestricted legal right to disclose that
                  information without requiring the maintenance of
                  confidentiality.

         "CONTROL" means a power or control that is direct or indirect or that
         is, or can be, exercised as a result of, by means of or by the
         revocation or breach of a trust, an agreement, a practice, or any
         combination of them, whether or not they are enforceable. It does not
         matter whether the power or control is express or implied, formal or
         informal, exercisable alone or jointly with someone else.

         "CORPORATIONS ACT" means the Corporations Act 2001 (Cth).

                                                                              2.



         "DEFAULT RATE" means, in relation to an amount which has not been paid
         to a party, a rate equal to the sum of that party's cost of funding the
         amount (if that party were to borrow that amount and as determined
         conclusively by that party) and 2% per annum.

         "DISPUTE" has the meaning given to that term in clause 16.1.

         "DISPUTE NOTICE" has the meaning given to that term in clause 16.2.

         "ENCUMBRANCE" means a mortgage, charge, pledge, lien, hypothecation or
         title retention arrangement, a right of set-off or right to withhold
         payment of a deposit or other money, a notice under section 255 of the
         Income Tax Assessment Act 1936 (Cth), section 260-5 in schedule 1 to
         the Taxation Administration Act 1953 (Cth) or any similar legislation,
         or an easement, restrictive covenant, caveat or similar restriction
         over property, or an agreement to create any of them or to allow any of
         them to exist.

         "FDA APPROVAL" means the approval by the Food and Drug Administration
         of the United States of an investigational new drug (IND) application
         for a Product to commence phase 1 Clinical Trials in the United States.

         "FIELD" means the prevention, treatment or cure of cancer in humans by
         pharmaceuticals delivered or administered by injection or by any other
         means but excluding topical applications. For the avoidance of doubt,
         "non-topical" applications shall be any means of administration other
         than to the skin.

         "FORCE MAJEURE EVENT" means any occurrence or omission as a direct or
         indirect result of which the party relying on it is prevented from or
         delayed in performing any of its obligations (other than a payment
         obligation) under this document and that is beyond the reasonable
         control of that party, including forces of nature, industrial action
         and action or inaction by a Government Agency.

         "GOVERNMENT AGENCY" means:

         (a)      a government or government department or other body;

         (b)      a governmental, semi-governmental or judicial person; or

         (c)      a person (whether autonomous or not) who is charged with the
                  administration of a law.

         "GST" means:

         (a)      the same as in the GST Law; and

         (b)      any other goods and services tax, or any tax applying to this
                  transaction in a similar way; and

         (c)      any additional tax, penalty tax, fine, interest or other
                  charge under a law for such a tax.

         "GST LAW" means the same as "GST law" means in A New Tax System (Goods
         and Services Tax) Act 1999 (Cth).

                                                                              3.



         "INCOTERMS" means the international rules for the interpretation of
         trade terms in foreign trade known as "Incoterms" published by the
         International Chamber of Commerce.

         "INSOLVENCY EVENT" means, for a person, being in liquidation or
         provisional liquidation or under administration, having a controller
         (as defined in the Corporations Act) or analogous person appointed to
         it or any of its property, being taken under section 459F(1) of the
         Corporations Act to have failed to comply with a statutory demand,
         being unable to pay its debts or otherwise insolvent, dying, ceasing to
         be of full legal capacity or otherwise becoming incapable of managing
         its own affairs for any reason, taking any step that could result in
         the person becoming an insolvent under administration (as defined in
         section 9 of the Corporations Act), entering into a compromise or
         arrangement with, or assignment for the benefit of, any of its members
         or creditors, or any analogous event, otherwise than in the course of a
         reorganisation, reconstruction, amalgamation or merger.

         "INTELLECTUAL PROPERTY RIGHTS" means any and all existing and future
         intellectual and industrial property rights throughout the world,
         whether conferred by statute, common law or equity, including rights in
         relation to copyright, trade marks, designs, circuit layouts, plant
         varieties, business and domain names, trade secrets and Know How
         (including the right to apply for registration of any such rights),
         Patent Rights and other results of intellectual activity in the
         industrial, commercial, scientific, literary or artistic fields.

         "KNOW HOW" means technical and other information which is not in the
         public domain including inventions, discoveries, concepts, data,
         formulae, ideas, specifications, procedures for experiments and tests,
         results of experimentation and testing, results of research and
         development and information in laboratory records, data collected
         during the course of Clinical Trials, case reports, data analyses and
         summaries and submissions to and information from ethical committees
         and regulatory authorities.

         "LAUNCH DATE" means in respect of a Product, the date on which that
         Product is first offered for sale commercially in a country in the
         Territory.

         "LICENCE AGREEMENT" means the agreement of that title between Novogen
         Research and MEPL dated on or about the date of this document.

         "LICENSED INTELLECTUAL PROPERTY" means the rights granted to MEPL under
         the Licence Agreement, which include rights under the Manufacturing
         Patent Rights, the Manufacturing Know How and the Product Patent
         Rights.

         "MANUFACTURING DEVELOPMENTS" means all developments, improvements,
         enhancements, adaptations and new Know How, whether patentable or
         otherwise, in relation to the synthesis and manufacture of the Compound
         which during the Term are made or acquired by MEPL, its employees or
         agents, which MEPL is free to license or disclose.

         "MANUFACTURING IMPROVEMENTS" means all improvements, developments,
         enhancements, adaptations and new Know How, whether patentable or
         otherwise, in relation to the synthesis and manufacture of the
         Compound, which during the Term are made or acquired by Novogen
         Laboratories, its employees, agents or contractors.

                                                                              4.



         "MANUFACTURING KNOW HOW" means all existing Know How of Novogen
         Research in relation to the synthesis and manufacture of the Compound
         and all Manufacturing Developments and Manufacturing Improvements.

         "MANUFACTURING PATENT RIGHTS" means all Patent Rights in the patent
         applications set out in schedule 1, and all Patent Rights in relation
         to the Manufacturing Know How.

         "NOVOGEN" means Novogen Limited ABN 37 063 259 754.

         "NOVOGEN RESEARCH" means Novogen Research Pty Limited.

         "ORIGINAL MANUFACTURING LICENCE AND SUPPLY AGREEMENT" means the
         manufacturing licence and supply agreement entered into between MEPL
         and Novogen Laboratories in May 2002.

         "PATENT RIGHTS" means existing and future patents (including any
         divisions, continuations, continuations in part, renewals, reissues,
         extensions, supplementary protection certificates, utility models and
         foreign equivalents thereof) and rights with respect to existing and
         future patent applications and patentable inventions, including the
         right to apply for registration of any such rights.

         "PRODUCT" means any product or formulation containing the compound
         known as "phenoxodiol" (or NV-06) for delivery or administration by
         injection or by any other means but excluding topical applications,
         whether in primary manufactured form, final packaged form or otherwise,
         and whether in combination with any other compound or component, active
         or otherwise. For the avoidance of doubt "non-topical applications"
         shall be any means of administration of the Product other than to the
         skin.

         "PRODUCT PATENT RIGHTS" means all Patent Rights in the patents and
         patent applications set out in schedule 2.

         "PURCHASE ORDER" has the meaning given to that term in clause 3.4.

         "PURCHASE PRICE" in respect of a quantity of Compound means the total
         of:

         (a)      the cost to Novogen Laboratories of the raw materials used or
                  incorporated into the Compound;

         (b)      labour and on costs of Novogen Laboratories in the manufacture
                  and delivery of the Compound;

         (c)      manufacturing and general overheads of Novogen Laboratories in
                  the manufacture and delivery of the Compound;

         (d)      equipment and facilities costs (including any financing costs)
                  of Novogen Laboratories in the manufacture and delivery of the
                  Compound; and

         (e)      any other costs incidental to the costs in paragraphs (a) to
                  (d) or otherwise incidental to the manufacture, supply or
                  delivery of the Compound under this document,

         plus a markup amount of 50% of that total.

                                                                              5.



         "SUPPLY DATE" means a date for supply of Compound specified in a
         Purchase Order.

         "TERM" means the term of this document as determined under clause 15.

         "TERRITORY" means the world.

1.2      RULES FOR INTERPRETING THIS DOCUMENT

         Headings are for convenience only, and do not affect interpretation.
         The following rules also apply in interpreting this document, except
         where the context makes it clear that a rule is not intended to apply.

         (a)      A reference to:

                  (i)      legislation (including subordinate legislation) is to
                           that legislation as amended, re-enacted or replaced,
                           and includes any subordinate legislation issued under
                           it;

                  (ii)     a document or agreement, or a provision of a document
                           or agreement, is to that document, agreement or
                           provision as amended, supplemented, replaced or
                           novated;

                  (iii)    a party to this document or to any other document or
                           agreement includes a permitted substitute or a
                           permitted assign of that party;

                  (iv)     a person includes any type of entity or body of
                           persons, whether or not it is incorporated or has a
                           separate legal identity, and any executor,
                           administrator or successor in law of the person; and

                  (v)      anything (including a right, obligation or concept)
                           includes each part of it.

         (b)      A singular word includes the plural, and vice versa.

         (c)      A word which suggests one gender includes the other genders.

         (d)      If a word is defined, another part of speech has a
                  corresponding meaning.

         (e)      If an example is given of anything (including a right,
                  obligation or concept), such as by saying it includes
                  something else, the example does not limit the scope of that
                  thing.

         (f)      The word "AGREEMENT" includes an undertaking or other binding
                  arrangement or understanding, whether or not in writing.

         (g)      The words "SUBSIDIARY", "HOLDING COMPANY" and "RELATED BODY
                  CORPORATE" have the same meanings as in the Corporations Act.

                                                                              6.



1.3      BUSINESS DAYS

         If the day on or by which a person must do something under this
         document is not a Business Day:

         (a)      if the act involves a payment that is due on demand, the
                  person must do it on or by the next Business Day; and

         (b)      in any other case, the person must do it on or by the previous
                  Business Day.

1.4      APPLICATION OF THIS DOCUMENT

         (a)      This document varies and amends the Original Manufacturing
                  Licence and Supply Agreement with effect from the date of
                  execution of this document.

         (b)      The terms and conditions of this document replace the terms
                  and conditions of the Original Manufacturing Licence and
                  Supply Agreement.

2.       MANUFACTURING LICENCE

2.1      GRANT OF LICENCE

         MEPL by this document grants to Novogen Laboratories for the Term a
         non-transferable, exclusive sub-licence under the Licensed Intellectual
         Property, to:

         (a)      make and keep the Compound in the Territory;

         (b)      supply the Compound to MEPL anywhere in the Territory;

         (c)      use any method or process claimed or disclosed in the
                  Manufacturing Patent Rights or forming part of the
                  Manufacturing Know How for the purposes of exercising its
                  rights under paragraphs (a) and (b); and

         (d)      keep, use, reproduce, apply, develop, modify and enhance the
                  Manufacturing Know How in the Territory for the purposes of
                  exercising its rights under paragraphs (a), (b) and (c).

2.2      SUB-LICENCES

         Novogen Laboratories must not grant any sub-licence of any of the
         rights granted to it under clause 2.1 without the prior written consent
         of MEPL.

2.3      EXPIRATION OF PATENT RIGHTS

         If during the Term all Patent Rights in the Licensed Intellectual
         Property in any country in the Territory lapse or are held invalid,
         then subject to clause 15.1, the licence granted in clause 2.1 shall
         continue in full force and effect in that country on the same terms as
         a licence under the Intellectual Property Rights in the Manufacturing
         Know How only.

                                                                              7.



2.4      SUB-CONTRACTORS

         Novogen Laboratories must not engage agents or sub-contractors to
         exercise its rights or to perform its obligations under this document
         without the prior written consent of MEPL.

3.       SUPPLY OF COMPOUND

3.1      SUPPLY OF COMPOUND

         Novogen Laboratories agrees to supply Compound to MEPL on the terms and
         conditions of this document.

3.2      FORECASTS OF SUPPLY REQUIREMENTS

         Within 20 Business Days following the Commencement Date, and thereafter
         at least 30 days prior to the end of each Quarter, MEPL shall provide
         to Novogen Laboratories a rolling forecast which specifies MEPL's
         estimated requirements for supply of Compound for the following four
         Quarters, which includes:

         (a)      the volume of Compound estimated to be required for the
                  purposes of Clinical Trials;

         (b)      the volume of Compound estimated to be required for the
                  purposes of commercialisation; and

         (c)      the anticipated Supply Dates.

3.3      NOTICE REQUIREMENTS FOR A LAUNCH DATE

         MEPL acknowledges that in order for Novogen Laboratories to manufacture
         and accumulate sufficient stock of Compound prior to any launch of a
         Product, Novogen Laboratories must have adequate notice of the Launch
         Date. Accordingly, MEPL must provide to Novogen Laboratories at least 1
         year's advance written notice of any Launch Date.

3.4      PURCHASE ORDERS

         Subject to clause 3.3, at least 8 weeks prior to any proposed Supply
         Date, MEPL must provide to Novogen Laboratories a written order for
         Compound, having regard to the forecasts provided by MEPL under clause
         3.2 (a "PURCHASE ORDER"). All Purchase Orders must include:

         (a)      the volume of Compound required;

         (b)      the indicative Supply Date; and

         (c)      the place at which delivery is to be made under clause 3.7.

                                                                              8.



3.5      CONFIRMATION OF PURCHASE ORDERS

         Within 5 Business Days of receiving a Purchase Order, Novogen
         Laboratories shall notify MEPL in writing:

         (a)      that it has received that Purchase Order; and

         (b)      the volume of Compound in the Purchase Order which Novogen
                  Laboratories is able to supply by the Supply Date.

3.6      FULFILMENT OF PURCHASE ORDERS

         Upon confirmation of a Purchase Order under clause 3.5, Novogen
         Laboratories shall:

         (a)      ensure that it manufactures and has available for delivery by
                  the Supply Date the volume of Compound notified under clause
                  3.5(b);

         (b)      deliver to MEPL by the Supply Date the volume of Compound
                  notified under clause 3.5(b); and

         (c)      otherwise use all reasonable endeavours to manufacture and
                  have available for delivery sufficient quantities of Compound
                  to supply to MEPL by the Supply Date the quantity of Compound
                  specified in the Purchase Order.

3.7      PLACE OF DELIVERY

         Novogen Laboratories shall deliver all Compound C.I.F. (Incoterms,
         2000) to MEPL at a port within the Territory nominated by MEPL. Unless
         the parties agree otherwise in writing, MEPL may nominate only one port
         for delivery in fulfilment of each Purchase Order.

3.8      PACKING AND TRANSPORT OF COMPOUND

         Novogen Laboratories must ensure that all Compound to be supplied to
         MEPL under this clause 3 is packed in a secure and appropriate manner
         so that it is reasonably likely to reach MEPL in good condition under
         normal conditions of transport.

3.9      FAILURE TO SUPPLY

         If Novogen Laboratories materially and persistently fails to supply to
         MEPL by the Supply Dates the volume of Compound requested in the
         Purchase Orders provided by MEPL under clause 3.4 (other than as a
         result of a suspension under clause 5.6 or clause 14.1):

         (a)      MEPL may itself manufacture, or may enter into an agreement
                  with a third party, pursuant to which that third party is
                  licensed to manufacture and supply to MEPL, the quantity of
                  Compound required by MEPL which exceeds the quantity which
                  Novogen Laboratories is able to supply to MEPL under this
                  document; and

         (b)      Novogen Laboratories must take all reasonable steps to make
                  available to MEPL or the third party (as the case may be) on
                  reasonable commercial terms such Know How of Novogen
                  Laboratories as is necessary to enable MEPL or the third party

                                                                              9.



                  (as the case may be) to manufacture the additional quantity of
                  Compound referred to in paragraph (a),

         until such time as Novogen Laboratories demonstrates that it is
         consistently able to supply the quantity of Compound which meets MEPL's
         requirements.

4.       TITLE AND RISK

4.1      PASSING OF TITLE TO COMPOUND

         Novogen Laboratories retains property in and ownership of all Compound
         supplied to MEPL until the whole amount payable to Novogen Laboratories
         for that Compound has been paid to Novogen Laboratories, at which time
         property and ownership passes to MEPL.

4.2      RIGHTS BEFORE PASSING OF TITLE

         Until property and ownership of Compound passes to MEPL under clause
         4.1:

         (a)      Novogen Laboratories may (but need not) call for and recover
                  possession of that Compound (for which purpose Novogen
                  Laboratories may enter MEPL's premises without any liability
                  to MEPL);

         (b)      MEPL must deliver the Compound to Novogen Laboratories if so
                  directed by Novogen Laboratories;

         (c)      subject to clause 4.3, MEPL holds the Compound in the capacity
                  of a fiduciary for Novogen Laboratories and must keep the
                  Compound in its possession and take good care of it; and

         (d)      subject to clause 4.3, MEPL must store the Compound in a
                  manner that clearly shows Novogen Laboratories' ownership.

4.3      SALES TO THIRD PARTIES

         Notwithstanding the provisions of clauses 4.1 and 4.2, if Novogen
         Laboratories has not been paid the amount payable in respect of any
         Compound, MEPL may, as principal, in the course of its business sell
         and deliver the Compound to any third party (and for that purpose
         Novogen Laboratories gives to MEPL the right to pass ownership of the
         Compound to the third party), provided:

         (a)      if MEPL is paid for the Compound by the third party, MEPL must
                  out of the proceeds of sale of the Compound hold the amount
                  payable to Novogen Laboratories on trust for Novogen
                  Laboratories and must pay that amount into a separate bank
                  account being and denoted as a trust account for Novogen
                  Laboratories; and

         (b)      if MEPL has not been paid for the Compound by the third party,
                  MEPL holds the debt owing to it by the third party in respect
                  of the sale of the Compound upon trust for Novogen
                  Laboratories and must assign that debt to Novogen Laboratories
                  upon Novogen Laboratories giving MEPL notice in writing to
                  that effect and for

                                                                             10.



                  the purposes of the assignment of that debt, MEPL irrevocably
                  appoints Novogen Laboratories as its attorney.

4.4      RISK

         Notwithstanding anything in this clause 4, all Compound is at MEPL's
         risk from the first to occur of:

         (a)      the passing of property to MEPL under clause 4.1;

         (b)      the physical delivery of the Compound to MEPL; or

         (c)      the physical delivery of the Compound to a carrier for
                  delivery to MEPL (even if the carrier has not been nominated
                  or retained by MEPL).

5.       FEES FOR THE SUPPLY OF COMPOUND

5.1      PURCHASE PRICE

         In consideration of the supply of Compound to MEPL under clause 3, MEPL
         must pay to Novogen Laboratories the Purchase Price on the terms and
         conditions of this document.

5.2      INVOICES FOR PURCHASE PRICE

         Within 5 Business Days of delivery of Compound to MEPL under clause
         3.7, Novogen Laboratories must render to MEPL a written invoice setting
         out the volume of Compound manufactured, packed and supplied to MEPL
         pursuant to the Purchase Order, and the Purchase Price.

5.3      TIME FOR PAYMENT

         MEPL must pay to Novogen Laboratories the amount stated on each invoice
         correctly rendered under clause 5.2 within 14 Business Days of the date
         of the invoice.

5.4      REVIEWS OF THE PURCHASE PRICE

         Novogen Laboratories may review and adjust the Purchase Price once each
         Quarter in accordance with clause 5.5.

5.5      ADJUSTMENT OF PURCHASE PRICE

         In any Quarterly review under clause 5.4, the Purchase Price will be
         adjusted by reference to the actual component costs of the Purchase
         Price for the preceding Quarter, and any adjustment will be effective
         for all Purchase Orders made after written notice by Novogen
         Laboratories to MEPL of that adjustment.

5.6      SUSPENSION OF SUPPLY

         If MEPL does not pay any amount due in accordance with this clause 5,
         Novogen Laboratories may suspend the supply of any further Compound to
         MEPL until payment is made.

                                                                             11.



5.7      INSPECTION

         MEPL may during normal business hours and upon reasonable notice by its
         authorised representatives (including accountants and auditors) inspect
         the records and books of account of Novogen Laboratories to determine
         whether the Purchase Price has been calculated in accordance with this
         document. Such authorised representatives may take such copies and
         extracts of the records and books of account as they think fit and
         Novogen Laboratories must, and must ensure that its agents and
         contractors, give such authorised representatives such assistance as is
         necessary, including by providing access to facilities, hardware,
         software and documents, to enable the Purchase Price to be ascertained
         or verified.

6.       PAYMENT TERMS

6.1      PAYMENTS

         All amounts due and payable under clause 5 must be calculated and paid
         in United States dollars and must be paid by bank cheque or electronic
         transfer to an account notified by the payee in writing.

6.2      INTEREST ON OVERDUE ACCOUNTS

         Interest shall accrue at the Default Rate on the outstanding balance of
         all overdue amounts payable under clause 5, calculated daily.

6.3      TERMINATION

         At the end of the Term the price for all Compound delivered to MEPL
         becomes immediately due and payable to Novogen Laboratories, despite
         any other payment terms in this document.

7.       GOODS AND SERVICES TAX

7.1      GST LAW DEFINITIONS

         Words defined in the GST Law have the same meaning in this clause 7,
         unless the context makes it clear that a different meaning is intended.

7.2      GST PAYABLE IN ADDITION TO OTHER AMOUNTS

         In addition to paying all amounts payable by MEPL under this document,
         MEPL must:

         (a)      pay to Novogen Laboratories an amount equal to any GST payable
                  on any supply by Novogen Laboratories under or in connection
                  with this document without deduction or set-off of any other
                  amount;

         (b)      make that payment:

                  (i)      if Novogen Laboratories must pay GST on or after
                           receiving the consideration or any part of it - as
                           and when MEPL must pay or provide the consideration
                           or that part of it;

                                                                             12.



                  (ii)     if Novogen Laboratories must pay GST on issuing an
                           invoice under this document - on the earlier of the
                           due date for payment of that invoice, or 10 Business
                           Days following the end of the month in which Novogen
                           Laboratories issued that invoice; and

                  (iii)    if Novogen Laboratories must pay GST upon the
                           occurrence of some other event - within 5 Business
                           Days of a written request by Novogen Laboratories for
                           payment for the GST, which may be in the form of a
                           tax invoice (or an adjustment note); and

         (c)      indemnify Novogen Laboratories against, and pay Novogen
                  Laboratories on demand the amount of:

                  (i)      all GST on the transactions contemplated by this
                           document; and

                  (ii)     any loss, liability or expense directly or indirectly
                           incurred in connection with or arising from or caused
                           by any failure by MEPL to pay any amount as and when
                           required by this clause 7, for example, any
                           additional tax, penalty tax, fine, interest or other
                           charge under a GST Law.

7.3      TAX INVOICE

         Within 28 days of a written request from MEPL, Novogen Laboratories
         must issue a tax invoice (or an adjustment note) to MEPL for any supply
         for which Novogen Laboratories may recover GST from MEPL under this
         document, and must include in the tax invoice (or adjustment note) the
         particulars required by the GST Law for MEPL to obtain an input tax
         credit for that GST.

7.4      ADJUSTMENTS

         Novogen Laboratories must refund to MEPL any overpayment by MEPL for
         GST, but Novogen Laboratories need not refund to MEPL any amount for
         GST paid to the Commissioner of Taxation unless Novogen Laboratories
         has received a refund or credit of that amount.

7.5      GST WHERE MEPL SUPPLIES NOVOGEN LABORATORIES

         If MEPL must pay GST for anything provided or supplied by MEPL under
         this document, Novogen Laboratories must pay to MEPL an amount equal to
         that GST in exactly the same way as MEPL must so do for any GST Novogen
         Laboratories must pay, and this clause 7 applies to that GST as if MEPL
         was Novogen Laboratories, and Novogen Laboratories was MEPL.

8.       MANUFACTURING DEVELOPMENTS AND IMPROVEMENTS

8.1      MANUFACTURING DEVELOPMENTS

         MEPL shall disclose to Novogen Laboratories all Manufacturing
         Developments as soon as is reasonably practicable after becoming aware
         of them.

                                                                             13.



8.2      MANUFACTURING IMPROVEMENTS

         Novogen Laboratories shall disclose to MEPL all Manufacturing
         Improvements immediately upon becoming aware of them, and by this
         document Novogen Laboratories assigns to MEPL absolutely and as
         beneficial owner its entire right, title to and interest in all
         Intellectual Property Rights in Manufacturing Improvements.

8.3      TECHNICAL ASSISTANCE

         MEPL shall promptly supply to Novogen Laboratories such technical
         information and assistance as Novogen Laboratories may reasonably
         request during the Term in order to exercise its rights and perform its
         obligations under this document.

9.       INTELLECTUAL PROPERTY RIGHTS

9.1      ACKNOWLEDGMENT

         Each party acknowledges that nothing in this document effects an
         assignment or transfer to Novogen Laboratories of any right, title or
         interest in the Licensed Intellectual Property and Novogen Laboratories
         must not represent that it has any right, title or interest in the
         Licensed Intellectual Property other than the rights expressly granted
         to it under this document.

9.2      NOTIFICATION

         Novogen Laboratories shall notify MEPL immediately upon becoming aware
         of:

         (a)      any actual or apparent infringement by any person of any
                  Intellectual Property Rights in the Licensed Intellectual
                  Property; or

         (b)      any assertion or claim by any person that the activities of a
                  party under this document infringe the Intellectual Property
                  Rights of any person.

9.3      JOINDER OF NOVOGEN LABORATORIES

         If it is necessary that Novogen Laboratories be a party to any
         proceedings commenced by MEPL for infringement of the Licensed
         Intellectual Property, Novogen Laboratories shall join such proceedings
         as a plaintiff and shall at MEPL's cost provide all reasonable
         assistance, and execute any documents MEPL reasonably requests, in
         relation to the proceedings.

10.      CONFIDENTIAL INFORMATION

10.1     CONFIDENTIALITY

         Novogen Laboratories shall:

         (a)      keep and maintain all Confidential Information strictly
                  confidential;

         (b)      use Confidential Information only for the purposes for which
                  it is disclosed; and

                                                                             14.



         (c)      not disclose Confidential Information other than to its
                  employees, authorised sub-contractors, legal advisers,
                  auditors or other consultants requiring the information for
                  the purposes of this document and then only upon those persons
                  undertaking in writing to keep that information strictly
                  confidential.

10.2     SECURITY

         For the purposes of clause 10.1, Novogen Laboratories shall establish
         and maintain effective security measures to safeguard the Confidential
         Information from unauthorised use or access and shall notify MEPL
         immediately upon becoming aware of any suspected or actual unauthorised
         use or disclosure of the Confidential Information.

10.3     EXCEPTIONS TO OBLIGATIONS OF CONFIDENTIALITY

         The obligations in clauses 10.1 and 10.2 do not apply to the extent
         that Novogen Laboratories is required by law to disclose the
         Confidential Information, provided that it promptly gives notice to
         MEPL of that requirement and discloses only that portion of the
         Confidential Information which it is legally required to disclose.

10.4     PUBLIC DOMAIN

         No Confidential Information shall be deemed to be in the public domain
         merely because it contains information which is in the public domain or
         is embraced by a general disclosure which is in the public domain.

11.      REPRESENTATIONS AND WARRANTIES

11.1     WARRANTIES OF EACH PARTY

         Each party represents and warrants that:

         (a)      (STATUS) it is a company limited by shares under the
                  Corporations Act;

         (b)      (POWER) it has full legal capacity and power to:

                  (i)      own its property and to carry on its business; and

                  (ii)     enter into this document and to carry out the
                           transactions that this document contemplates;

         (c)      (CORPORATE AUTHORITY) it has taken all corporate action that
                  is necessary or desirable to authorise its entry into this
                  document and its carrying out the transactions that this
                  document contemplates;

         (d)      (AUTHORISATIONS) it holds each Authorisation that is necessary
                  or desirable to:

                  (i)      enable it to properly execute this document and to
                           carry out the transactions that this document
                           contemplates;

                  (ii)     ensure that this document is legal, valid, binding
                           and admissible in evidence; or

                                                                             15.



                  (iii)    enable it to properly carry on its business,

                  and it is complying with any conditions to which any of these
                  Authorisations is subject;

         (e)      (DOCUMENTS EFFECTIVE) this document constitutes its legal,
                  valid and binding obligations, enforceable against it in
                  accordance with its terms (except to the extent limited by
                  equitable principles and laws affecting creditors' rights
                  generally), subject to any necessary stamping or registration;

         (f)      (NO CONTRAVENTION) neither its execution of this document nor
                  the carrying out by it of the transactions that this document
                  contemplates, does or will:

                  (i)      contravene any law to which it or any of its property
                           is subject or any order of any Government Agency that
                           is binding on it or any of its property;

                  (ii)     contravene any Authorisation;

                  (iii)    contravene any undertaking or instrument binding on
                           it or any of its property;

                  (iv)     contravene its constitution; or

                  (v)      require it to make any payment or delivery in respect
                           of any financial indebtedness before it would
                           otherwise be obliged to do so.

11.2     REPRESENTATIONS AND WARRANTIES BY NOVOGEN LABORATORIES

         Novogen Laboratories represents and warrants to MEPL at the time title
         to any Compound passes from Novogen Laboratories to MEPL under clause
         4, that:

         (a)      (OWNERSHIP) subject to any rights arising under clause 4,
                  Novogen Laboratories is the legal and beneficial owner of the
                  Compound and no other person has or shall have any right,
                  title or interest in or in relation to the Compound;

         (b)      (NO ENCUMBRANCE) the Compound is free from any Encumbrance;

         (c)      (QUALITY) the Compound is of merchantable quality and is fit
                  for the purpose for which it is intended to be used under this
                  document;

         (d)      (PURITY) the Compound is within the specifications accepted
                  for the purposes of the FDA Approval.

11.3     REPRESENTATIONS AND WARRANTIES BY MEPL

         MEPL represents and warrants that:

         (a)      (OWNERSHIP) to the best of its knowledge it is the legal and
                  beneficial owner of the Licensed Intellectual Property and to
                  the best of its knowledge no other person has or shall have
                  any claim of ownership with respect to the Licensed
                  Intellectual Property;

                                                                             16.



         (b)      (NO ENCUMBRANCE) the Licensed Intellectual Property is free
                  from any Encumbrance; and

         (c)      (NO INFRINGEMENT) to its knowledge the exercise by Novogen
                  Laboratories of the rights granted to Novogen Laboratories
                  under this document does not infringe the Intellectual
                  Property Rights of any person.

11.4     RELIANCE ON REPRESENTATIONS AND WARRANTIES

         Each party acknowledges that the other party has executed this document
         and agreed to take part in the transactions that this document
         contemplates in reliance on the representations and warranties that are
         made in this clause 11.

11.5     EXCLUSION OF CONDITIONS AND WARRANTIES

         Except for the warranties expressly made in this document, all
         conditions, warranties, undertakings or representations express or
         implied arising by statute, general law or otherwise are expressly
         excluded to the extent permitted by law.

12.      LIMITATION OF LIABILITY

12.1     INDIRECT AND CONSEQUENTIAL LOSS

         Notwithstanding any other provision of this document, and to the extent
         permitted by law, in no circumstances is Novogen Laboratories liable in
         contract, tort (including negligence or breach of statutory duty) or
         otherwise, and whatever the cause, to compensate MEPL for:

         (a)      any increased costs or expenses;

         (b)      any economic loss, loss of profit, revenue, business,
                  contracts or anticipated savings; or

         (c)      any other special, indirect or consequential loss or damage of
                  any nature.

12.2     STATUTORY WARRANTIES

         If legislation implies in this document any condition or warranty and
         that legislation avoids or prohibits provisions in a contract excluding
         or modifying the application of or exercise of or liability under such
         condition or warranty, the condition or warranty shall be deemed to be
         included in this document. However the liability of Novogen
         Laboratories for any breach of such condition or warranty shall be
         limited at the option of Novogen Laboratories to one or more of the
         following:

         (a)      if the breach relates to goods:

                  (i)      the replacement of the goods or the supply of
                           equivalent goods;

                  (ii)     the repair of the goods;

                  (iii)    the payment of the cost of replacing the goods or of
                           acquiring equivalent goods; or

                                                                             17.



                  (iv)     the payment of the cost of having the goods repaired;
                           and

         (b)      if the breach relates to services:

                  (i)      the supplying of the services again; or

                  (ii)     the payment of the cost of having the services
                           supplied again.

12.3     BARRING OF CLAIMS FOR QUANTITY SHORTFALLS OR DAMAGE

         To the extent permitted by law, MEPL may not bring any claim of any
         kind for shortfalls or physical damage to any Compound in a delivery
         unless MEPL has given notice in writing to Novogen Laboratories setting
         out details of that damage within 10 Business Days after the receipt of
         the delivery.

12.4     BARRING OF CLAIMS FOR DEFECTS IN QUALITY

         To the extent permitted by law, MEPL may not bring any claim of any
         kind in respect of any breach of the warranties in clauses 11.2(c) and
         11.2(d) unless MEPL has given notice in writing to Novogen Laboratories
         setting out details of that breach within 5 Business Days after MEPL
         becomes aware of the breach.

13.      INDEMNITIES AND INSURANCE

13.1     CLINICAL TRIAL INDEMNITY

         MEPL must indemnify and keep indemnified Novogen Laboratories, its
         directors, employees and agents against all damages, costs or expenses
         (including legal costs and expenses on an indemnity basis) in respect
         of any claims, demands, actions, proceedings or prosecution which may
         be brought or commenced as a result of or in relation to:

         (a)      the conduct of Clinical Trials generally; or

         (b)      any personal injury to or death of any person enrolled in a
                  Clinical Trial arising out of or relating to the
                  administration of the Products or any clinical intervention or
                  procedure provided for or required for the purposes of the
                  Clinical Trials to which such person would not have been
                  exposed but for their participation in the Clinical Trials,

         except to the extent that the claim, demand, action, proceeding or
         prosecution arose from any negligence (including breach of statutory
         duty) of Novogen Laboratories or any breach by Novogen Laboratories of
         its obligations under this document.

13.2     COMMERCIALISATION INDEMNITY

         MEPL must indemnify and keep indemnified Novogen Laboratories, its
         directors, employees and agents against all damages, costs or expenses
         (including legal costs and expenses on an indemnity basis) in respect
         of any claims, demands, actions, proceedings or prosecution which may
         be brought or commenced as a result of or in relation to:

         (a)      the sale, distribution or other commercialisation or
                  exploitation of Products; or

                                                                             18.



         (b)      any packaging, marketing, advertisement or promotion of
                  Products,

         by MEPL, its employees, agents, contractors and sub-licensees,
         including any warranty claims, product liability claims, product
         recalls and claims for personal injury or property damage, except to
         the extent that the claim, demand, action, proceeding or prosecution
         arose from the negligence (including breach of statutory duty) of
         Novogen Laboratories or the breach by Novogen Laboratories of its
         obligations under this document.

13.3     MEPL'S INSURANCE POLICIES

         MEPL must take out and maintain in force in the Territory comprehensive
         general liability insurance including advertising and product liability
         insurance for personal injury and property damage and product recall
         insurance, in relation to all Products on terms satisfactory to Novogen
         Laboratories.

13.4     NAME OF NOVOGEN LABORATORIES

         If requested by Novogen Laboratories, MEPL must ensure that that
         Novogen Laboratories is included on the policies referred to in clause
         13.3 as a joint insured or loss payee.

13.5     CERTIFICATES OF CURRENCY

         At the request of Novogen Laboratories from time to time, MEPL must
         provide to Novogen Laboratories a certificate of currency evidencing
         its compliance with its obligations under this clause 13.

13.6     DEFAULT

         If within 15 Business Days of a request by Novogen Laboratories under
         clause 13.5, MEPL does not comply with its obligations under that
         clause, Novogen Laboratories may (but is not obliged to) take out and
         maintain the insurance and may recover any premiums paid as a debt due
         by MEPL.

13.7     EXPIRY

         MEPL shall maintain each insurance policy referred to in clause 13.3
         until the expiry date of the last Product sold, hired or otherwise
         disposed of by or on behalf of MEPL or its sub-licensees.

13.8     NOVOGEN LABORATORIES' INSURANCE

         Novogen Laboratories must take out and maintain in force in the
         Territory comprehensive general liability insurance policies in
         relation to its obligations under this document on terms reasonably
         satisfactory to MEPL.

14.      FORCE MAJEURE

14.1     NOTICE AND SUSPENSION OF OBLIGATIONS

         If a party to this document is affected, or likely to be affected, by a
         Force Majeure Event:

         (a)      that party must immediately give the other prompt notice of
                  that fact including:

                                                                             19.



                  (i)      full particulars of the Force Majeure Event;

                  (ii)     an estimate of its likely duration;

                  (iii)    the obligations affected by it and the extent of its
                           effect on those obligations; and

                  (iv)     the steps taken to rectify it; and

         (b)      the obligations under this document of the party giving the
                  notice are suspended to the extent to which they are affected
                  by the relevant Force Majeure Event as long as the Force
                  Majeure Event continues.

14.2     EFFORT TO OVERCOME

         A party claiming a Force Majeure Event must use its best endeavours to
         remove, overcome or minimise the effects of that Force Majeure Event as
         quickly as possible. However, this does not require a party to settle
         any industrial dispute in any way it does not want to.

14.3     TERMINATION

         If a Force Majeure Event continues for more than 3 months, any party
         may terminate this document by giving at least 10 Business Days notice
         to the other party.

15.      TERM AND TERMINATION

15.1     TERM

         The rights and obligations of the parties under this document begin on
         the Commencement Date and continue until this document is terminated in
         accordance with this clause 15.

15.2     TERMINATION BY MEPL

         MEPL may terminate this document at any time:

         (a)      immediately by notice in writing at any time if the Licence
                  Agreement expires or is terminated for any reason;

         (b)      immediately if Novogen Laboratories defaults in the
                  performance of any of its obligations under this document
                  which in MEPL's reasonable opinion is capable of remedy and
                  fails to remedy that default within 21 days of receiving
                  written notice from MEPL specifying the default and requiring
                  the default to be remedied;

         (c)      on 21 days written notice if Novogen Laboratories defaults in
                  the performance of any of its material obligations under this
                  document which in MEPL's reasonable opinion is not capable of
                  remedy; and

         (d)      immediately by notice in writing if:

                  (i)      Novogen Laboratories is involved in an Insolvency
                           Event; or

                                                                             20.



                  (ii)     Novogen Laboratories ceases for any reason to be able
                           lawfully to carry out all the transactions which this
                           document contemplates may be carried out by Novogen
                           Laboratories.

15.3     TERMINATION BY NOVOGEN LABORATORIES

         Novogen Laboratories may terminate this document at any time:

         (a)      immediately if MEPL defaults in the performance of any of its
                  obligations under this document which in Novogen Laboratories'
                  reasonable opinion is capable of remedy and fails to remedy
                  that default within 21 days of receiving written notice from
                  Novogen Laboratories specifying the default and requiring the
                  default to be remedied;

         (b)      on 21 days written notice if MEPL defaults in the performance
                  of any of its material obligations under this document which
                  in Novogen Laboratories' reasonable opinion is not capable of
                  remedy; and

         (c)      immediately by notice in writing if:

                  (i)      there is a Change of Control of MEPL without Novogen
                           Laboratories' written consent (which shall not be
                           unreasonably withheld or delayed or conditioned);

                  (ii)     MEPL is involved in an Insolvency Event; or

                  (iii)    MEPL ceases for any reason to be able lawfully to
                           carry out all the transactions which this document
                           contemplates may be carried out by MEPL.

15.4     CONSEQUENCES OF TERMINATION

         Upon expiration or termination of this document for any reason Novogen
         Laboratories must deliver to MEPL or destroy at MEPL's election, all
         Compound and Confidential Information in Novogen Laboratories'
         possession, custody or power and the provisions of clauses 5, 6 and 7
         shall apply with respect to that Compound.

15.5     SURVIVAL AND ACCRUED RIGHTS

         Upon termination under this clause 15, this document is at an end as to
         its future operation except for:

         (a)      the enforcement of any right or claim which arises on or has
                  arisen before termination; and

         (b)      the obligations of the parties under clauses 1, 6.3, 7, 10,
                  11.5, 12, 13, 16, 17, 18, 19 (except clause 19.3) and this
                  clause 15, which survive termination.

                                                                             21.



16.      DISPUTE RESOLUTION

16.1     DISPUTES

         If a dispute arises out of or in relation to this document (including
         any dispute as to breach or termination of the document or as to any
         claim in tort, in equity or pursuant to any statute) (a "DISPUTE"), a
         party to this document may not commence any court or arbitration
         proceedings relating to the Dispute unless it has complied with this
         clause 16 except where the party seeks urgent interlocutory relief.

16.2     NOTICE OF DISPUTE

         A party to this document claiming that a Dispute has arisen under or in
         relation to this document must give written notice to the other party
         specifying the nature of the Dispute (a "DISPUTE NOTICE").

16.3     NEGOTIATION

         Upon receipt by a party of a Dispute Notice, Novogen Laboratories and
         MEPL must procure that their respective Managing Directors meet to
         endeavour to resolve the Dispute expeditiously by negotiation.

16.4     RESOLUTION OF DISPUTE

         If the parties have not resolved the Dispute under clause 16.3 within
         14 days of receipt of a Dispute Notice, the parties must endeavour to
         resolve the Dispute expeditiously using informal dispute resolution
         techniques such as mediation, expert evaluation or determination or
         similar techniques agreed by the parties.

16.5     MEDIATION

         If the parties do not agree within 28 days of receipt of a Dispute
         Notice (or such further period as the parties agree in writing) as to:

         (a)      the dispute resolution technique and procedures to be adopted;

         (b)      the timetable for all steps in those procedures; and

         (c)      the selection and compensation of the independent person
                  required for such technique,

         the parties must mediate the Dispute in accordance with the Mediation
         Rules of the Law Society of New South Wales.

17.      NOTICES

         (a)      A notice, consent or other communication under this document
                  is only effective if it is in writing, signed and either left
                  at the addressee's address or sent to the addressee by mail or
                  fax. If it is sent by mail, it is taken to have been received
                  3 working days after it is posted. If it is sent by fax, it is
                  taken to have been received when the addressee actually
                  receives it in full and in legible form.

                                                                             22.



         (b)      The parties' addresses and fax numbers are those set out
                  below, or as a party notifies the other:

                  MEPL
                  Address:         140 Wicks Road North Ryde, NSW 2113 AUSTRALIA
                  Fax number:      Int + 612 9878 0055
                  Attention:       Managing Director

                  NOVOGEN LABORATORIES:
                  Address:         140 Wicks Road North Ryde, NSW 2113 AUSTRALIA
                  Fax number:      Int + 612 9878 0055
                  Attention:       Managing Director

18.      AMENDMENT AND ASSIGNMENT

18.1     AMENDMENT

         This document can only be amended, supplemented, replaced or novated by
         another document signed by the parties.

18.2     ASSIGNMENT

         A party may only dispose of, declare a trust over or otherwise create
         an interest in its rights under this document with the other party's
         consent.

19.      GENERAL

19.1     GOVERNING LAW

         This document is governed by the law in force in New South Wales.

19.2     RELATIONSHIP OF THE PARTIES

         Nothing in this document creates a relationship of employment,
         partnership or joint venture between the parties under the laws of any
         applicable jurisdiction and no party may act or has the authority to
         act as agent of or in any way bind or commit another party to any
         obligation.

19.3     GIVING EFFECT TO THIS DOCUMENT

         Each party must do anything (including execute any document), and must
         ensure that its employees and agents do anything (including execute any
         document), that the other party may reasonably require to give full
         effect to this document.

19.4     WAIVER OF RIGHTS

         A right may only be waived in writing, signed by the party giving the
         waiver, and:

         (a)      no other conduct of a party (including a failure to exercise,
                  or delay in exercising, the right) operates as a waiver of the
                  right or otherwise prevents the exercise of the right;

                                                                             23.



         (b)      a waiver of a right on one or more occasions does not operate
                  as a waiver of that right if it arises again; and

         (c)      the exercise of a right does not prevent any further exercise
                  of that right or of any other right.

19.5     OPERATION OF THIS DOCUMENT

         (a)      This document contains the entire document between the parties
                  about its subject matter. Any previous understanding,
                  document, representation or warranty relating to that subject
                  matter is replaced by this document and has no further effect.

         (b)      Any right that a person may have under this document is in
                  addition to, and does not replace or limit, any other right
                  that the person may have.

         (c)      Any provision of this document which is unenforceable or
                  partly unenforceable is, where possible, to be severed to the
                  extent necessary to make this document enforceable, unless
                  this would materially change the intended effect of this
                  document.

19.6     EXCLUSION OF CONTRARY LEGISLATION

         Any legislation that adversely affects an obligation of a party, or the
         exercise by a party of a right or remedy, under or relating to this
         document is excluded to the full extent permitted by law.

19.7     COUNTERPARTS

         This document may be executed in counterparts.

EXECUTED as an agreement.

EXECUTED by MARSHALL EDWARDS PTY
LIMITED:

/s/ Christopher Naughton                      /s/ David Seaton
_________________________________             __________________________________
Signature of director                         Signature of director/secretary

Christopher Naughton                          David Seaton
_________________________________             __________________________________
Name                                          Name

                                                                             24.



EXECUTED by NOVOGEN LABORATORIES PTY
LIMITED:

/s/ Christopher Naughton                      /s/ Ronald Lea Erratt
_________________________________             __________________________________
Signature of director                         Signature of director/secretary

Christopher Naughton                          Ronald Lea Erratt
_________________________________             __________________________________
Name                                          Name

                                                                             25.



                                   SCHEDULE 1

                           MANUFACTURING PATENT RIGHTS



      APPLICATION                            NO.                    STATUS
                                                         
Australia                            26510/00                  Under examination

Australia                            PP8685                    Lapsed

Brazil                               0008222-8                 Pending

Canada                               2362819                   Pending

China                                00803816.3                Under examination

Czech Republic                       PV 2001-2920              Pending

Europe                               00904727.5                Under examination

Hong Kong                            02103732.5                Pending

Hungary                              PO105218                  Pending

Israel                               144008                    Pending

Japan                                2000-599749               Pending

Mexico                               008233                    Pending

New Zealand                          512696                    Lapsed

New Zealand                          527700 (divisional)       Pending

Norway                               20013945                  Pending

Singapore                            200103867-8               Pending

South Africa                         20016502                  Pending

Turkey                               01/2367                   Under examination

United States of America             09/889701                 Under examination


                                                                             26.




                                   SCHEDULE 2

                              PRODUCT PATENT RIGHTS



 APPLICATION/PATENT                 NO.                         STATUS
                                                     
Australia                    731951                        Granted

Australia                    19723/01                      Under examination

Australia                    750031                        Granted

Australia                    PP1124                        Completed provisional
                                                           patent application

Australia                    PO2039                        Completed provisional
                                                           patent application

Australia                    PS1594                        Completed provisional
                                                           patent application

Australia                    2002950294                    Completed provisional
                                                           patent application

Australia                    2002951607                    Completed provisional
                                                           patent application

Australia                    2002953453                    Completed provisional
                                                           patent application

Brazil                       9713180-6                     Under examination

Brazil                       9814343-3                     Under examination

Canada                       2,265,049                     Under examination

Canada                       2316349                       Pending

Czech Republic               PV 699-99                     Under examination

Europe                       97937345.3                    Pending

Europe                       98960911.0                    Pending

Hong Kong                    1019553                       Granted

Hungary                      P9903971                      Under examination

Israel                       128765                        Under examination

Israel                       136784                        Pending

Japan                        10-511105                     Under examination

Mexico                       992092                        Pending

Mexico                       006311                        Pending

New Zealand                  334025                        Granted

New Zealand                  506063                        Under examination

New Zealand                  505377                        Accepted






                                                     
Norway                       19990965                      Pending

Norway                       20003201                      Pending

People's Republic of China   97198690.8                    Under examination

Portugal                     98/08503                      Pending

Singapore                    64139                         Granted

Singapore                    74235                         Granted

Sweden                       2286-3                        Under examination

Turkey                       TR19990885B                   Granted

Turkey                       2000/2064                     Pending

United Kingdom               2331015                       Granted

United States of America     09/254026                     Under examination

United States of America     Serial number not allocated   Filed 6 August 2003
                             Continuation of 09/254026

United States of America     10/212847                     Under examination

United States of America     10/176762                     Under examination

United States of America     6455032                       Granted

Zimbabwe                     12/99                         Accepted

International                PCT/AU03/00427                Pending

International                PCT/AU97/00563                National phase entry
                                                           completed

International                PCT/AU98/01054                National phase entry
                                                           completed

                                                                    EXHIBIT 10.3

                                                            BLAKE DAWSON WALDRON

                                                                L A W Y E R S

                                                            --------------------

                              AMENDED AND RESTATED
                               LICENCE OPTION DEED

                          NOVOGEN RESEARCH PTY LIMITED

                               ABN 87 060 202 931

                          MARSHALL EDWARDS PTY LIMITED

                                 ACN 099 665 675

                             Level 41
                    225 George Street
                      SYDNEY NSW 2000
           Telephone: +61 2 9258 6000      24 SEPTEMBER 2003
                 Fax: +61 2 9258 6999      REF: SJD.BLM.02-1308-9508

                       (C) BLAKE DAWSON WALDRON 2002-2003



                                    CONTENTS


                                                                      
1.       INTERPRETATION                                                   1

         1.1      Definitions                                             1
         1.2      Rules for interpreting this document                    4
         1.3      Business Days                                           5
         1.4      Application of this document                            5

2.       DISCLOSURE OF DEVELOPMENTS                                       5

         2.1      Development Reports                                     5
         2.2      Contents of Development Reports                         5
         2.3      Notification of regulatory approvals                    6

3.       FIRST AND LAST RIGHT OF MEPL                                     6

         3.1      Obligations on Novogen Research                         6
         3.2      Grant of rights to MEPL                                 6
         3.3      Exclusive first right to accept                         6
         3.4      If MEPL does not exercise first right to accept         7
         3.5      Exclusive last right to match                           7
         3.6      If MEPL does not exercise last right to match           7

4.       NOVOGEN RESEARCH'S OBLIGATIONS                                   7

5.       FILING, PROSECUTION & MAINTENANCE                                7

6.       CONFIDENTIAL INFORMATION                                         8

         6.1      Confidentiality                                         8
         6.2      Security                                                8
         6.3      Exceptions                                              8
         6.4      Public domain                                           8

7.       RETENTION OF RECORDS                                             8

8.       REPRESENTATIONS AND WARRANTIES                                   8

         8.1      Representations and warranties                          8
         8.2      Reliance on representations and warranties              9

9.       DISPUTE RESOLUTION                                               9

         9.1      Dispute resolution                                      9
         9.2      Dispute Notice                                         10
         9.3      Negotiation                                            10





                                                                      
         9.4      Resolution of Dispute                                  10
         9.5      Mediation                                              10

10.      TERM AND TERMINATION                                            10

         10.1     Term                                                   10
         10.2     Termination by MEPL                                    10
         10.3     Termination by Novogen Research                        11
         10.4     Consequences of termination                            11
         10.5     Survival and accrued rights                            12

11.      FORCE MAJEURE                                                   12

         11.1     Notice and suspension of obligations                   12
         11.2     Effort to overcome                                     12
         11.3     Termination                                            12

12.      NOTICES                                                         13

13.      AMENDMENT AND ASSIGNMENT                                        13

         13.1     Amendment                                              13
         13.2     Assignment                                             13

14.      GENERAL                                                         13

         14.1     Governing law                                          13
         14.2     Giving effect to this document                         14
         14.3     Waiver of rights                                       14
         14.4     Operation of this document                             14
         14.5     Consents                                               14
         14.6     Exclusion of contrary legislation                      14
         14.7     Counterparts                                           15


                                                                             ii.



                              AMENDED AND RESTATED
                               LICENCE OPTION DEED

DATE     24 September 2003

PARTIES

         NOVOGEN RESEARCH PTY LIMITED ABN 87 060 202 931 whose registered office
         is situated at 140 Wicks Road, North Ryde, NSW 2113 Australia ("NOVOGEN
         RESEARCH")

         MARSHALL EDWARDS PTY LIMITED ACN 099 665 675 whose registered office is
         situated at 140 Wicks Road, North Ryde, NSW 2113 Australia ("MEPL")

RECITALS

A.       Novogen Research has expertise in and conducts research and development
         into synthetic pharmaceutical compounds with human anti-cancer
         applications and Novogen Research has granted a licence to MEPL to
         exploit phenoxodiol on the terms of the Licence Agreement.

B.       MEPL has acquired a first and last right to obtain a licence to exploit
         other compounds developed by Novogen Research in the Field on the terms
         and conditions of the Original Licence Option Deed.

C.       The parties have agreed to amend and restate the terms and conditions
         of the Original Licence Option Deed as set out in this document with
         effect from the date of this document.

OPERATIVE PROVISIONS

1.       INTERPRETATION

1.1      DEFINITIONS

         The following definitions apply in this document.

         "BUSINESS DAY" means a day that is not a Saturday, Sunday or public
         holiday in Sydney, Australia.

         "CHANGE OF CONTROL" of MEPL means, a change in:

         (a)      Control of the composition of the board of directors of the
                  corporation;

         (b)      Control of more than half the voting rights attaching to
                  shares in the corporation; or

         (c)      Control of more than half the issued shares of the corporation
                  (excluding any part which carries no right to participate
                  beyond a specified amount in the distribution of either profit
                  or capital),

         which, for the avoidance of doubt, does not include a change in:



         (d)      Control of the composition of the board of directors of
                  Novogen;

         (e)      Control of more than half the voting rights attaching to
                  shares in Novogen; or

         (f)      Control of more than half the issued shares of Novogen
                  (excluding any part which carries no right to participate
                  beyond a specified amount in the distribution of either profit
                  or capital).

         "CLINICAL TRIAL" means a clinical evaluation of the stability,
         tolerability, synergy or efficacy of an Option Compound or a
         formulation containing an Option Compound for use in the Field.

         "COMMENCEMENT DATE" means the date the Original Licence Option Deed was
         executed by the last of the parties to execute it.

         "CONFIDENTIAL INFORMATION" means all Development Reports, all written
         or oral information relating to Option Compounds and Clinical Trials
         and all other written or oral information disclosed by Novogen Research
         to MEPL other than information which MEPL can establish:

         (a)      was in the public domain when it was given to MEPL;

         (b)      becomes, after being given to MEPL, part of the public domain,
                  except through disclosure contrary to this document; or

         (c)      was lawfully received by MEPL from another person having the
                  unrestricted legal right to disclose that information without
                  requiring the maintenance of confidentiality.

         "CONTROL" means a power or control that is direct or indirect or that
         is, or can be, exercised as a result of, by means of or by the
         revocation or breach of a trust, an agreement, a practice, or any
         combination of them, whether or not they are enforceable. It does not
         matter whether the power or control is express or implied, formal or
         informal, exercisable alone or jointly with someone else.

         "CORPORATIONS ACT" means the Corporations Act 2001 (Cth).

         "DEAL" in respect of any Intellectual Property Rights, means:

         (a)      assign, transfer or grant any interest, licence or Encumbrance
                  (other than an Encumbrance existing solely by virtue of the
                  conditions attached to a research grant by a Government
                  Agency) in or in relation to those Intellectual Property
                  Rights;

         (b)      develop or create those Intellectual Property Rights for or
                  for the benefit of any person other than Novogen Research; or

         (c)      otherwise deal with those Intellectual Property Rights.

         "DEVELOPMENT REPORT" has the meaning given to that term in clause 2.1.

                                                                              2.



         "DISPUTE" has the meaning given to that term in clause 9.1.

         "DISPUTE NOTICE" has the meaning given to that term in clause 9.2.

         "ENCUMBRANCE" means a mortgage, charge, pledge, lien, hypothecation or
         title retention arrangement, a right of set-off or right to withhold
         payment of a deposit or other money, a notice under section 255 of the
         Income Tax Assessment Act 1936 (Cth), section 260-5 in schedule 1 to
         the Taxation Administration Act 1953 (Cth) or any similar legislation,
         or an easement, restrictive covenant, caveat or similar restriction
         over property, or an agreement to create any of them or to allow any of
         them to exist.

         "FIELD" means the prevention, treatment or cure of cancer in humans by
         pharmaceuticals delivered or administered by injection or by any other
         means but excluding topical applications. For the avoidance of doubt,
         "non-topical applications" shall be any means of administration other
         than to the skin.

         "FORCE MAJEURE EVENT" means any occurrence or omission as a result of
         which the party relying on it is prevented from or delayed in
         performing any of its obligations (other than a payment obligation)
         under this document and that is beyond the reasonable control of that
         party, including forces of nature, industrial action and action or
         inaction by a Government Agency.

         "GOVERNMENT AGENCY" means:

         (a)      a government or government department or other body;

         (b)      a governmental, semi-governmental or judicial person; or

         (c)      a person (whether autonomous or not) who is charged with the
                  administration of a law.

         "INSOLVENCY EVENT" means, for a person, being in liquidation or
         provisional liquidation or under administration, having a controller
         (as defined in the Corporations Act) or analogous person appointed to
         it or any of its property, being taken under section 459F(1) of the
         Corporations Act to have failed to comply with a statutory demand,
         being unable to pay its debts or otherwise insolvent, dying, ceasing to
         be of full legal capacity or otherwise becoming incapable of managing
         its own affairs for any reason, taking any step that could result in
         the person becoming an insolvent under administration (as defined in
         section 9 of the Corporations Act), entering into a compromise or
         arrangement with, or assignment for the benefit of, any of its members
         or creditors, or any analogous event, otherwise than in the course of a
         reorganisation, reconstruction, amalgamation or merger.

         "INTELLECTUAL PROPERTY RIGHTS" means all existing and future industrial
         and intellectual property rights throughout the world, whether
         conferred by statute, common law or equity, including rights in
         relation to copyright, trade marks, designs, circuit layouts, plant
         varieties, business and domain names, trade secrets and Know How
         (including the right to apply for registration of any such rights),
         Patent Rights and other results of intellectual activity in the
         industrial, commercial, scientific, literary or artistic fields.

         "KNOW HOW" means technical and other information which is not in the
         public domain including inventions, discoveries, concepts, data,
         formulae, ideas, specifications,

                                                                              3.



         procedures for experiments and tests, results of experimentation and
         testing, results of research and development and information in
         laboratory records, data collected during the course of clinical
         trials, case reports, data analyses and summaries and submissions to
         and information from ethical committees and regulatory authorities.

         "LICENCE AGREEMENT" means the document of that title between Novogen
         Research and MEPL, dated on or about the date of this document.

         "NOVOGEN" means Novogen Limited ABN 37 063 259 754.

         "OPTION COMPOUND" means any synthetic pharmaceutical compound (other
         than the compound known as "phenoxodiol" or NV-06) developed by or on
         behalf of Novogen Research or its related bodies corporate before the
         Commencement Date or at any time during the Term, which has known
         applications in the Field.

         "ORIGINAL LICENCE OPTION DEED" means the licence option deed entered
         into between Novogen Research and MEPL in May 2002.

         "PATENT RIGHTS" means existing and future patents (including any
         divisions, continuations, continuations in part, renewals, reissues,
         extensions, supplementary protection certificates, utility models and
         foreign equivalents thereof) and rights with respect to existing and
         future patent applications and patentable inventions, including the
         right to apply for registration of any such rights.

         "TERM" means the term of this document as determined under clause 10.

1.2      RULES FOR INTERPRETING THIS DOCUMENT

         Headings are for convenience only, and do not affect interpretation.
         The following rules also apply in interpreting this document, except
         where the context makes it clear that a rule is not intended to apply.

         (a)      A reference to:

                  (i)      legislation (including subordinate legislation) is to
                           that legislation as amended, re-enacted or replaced,
                           and includes any subordinate legislation issued under
                           it;

                  (ii)     a document or agreement, or a provision of a document
                           or agreement, is to that document, agreement or
                           provision as amended, supplemented, replaced or
                           novated;

                  (iii)    a party to this document or to any other document or
                           agreement includes a permitted substitute or a
                           permitted assign of that party;

                  (iv)     a person includes any type of entity or body of
                           persons, whether or not it is incorporated or has a
                           separate legal identity, and any executor,
                           administrator or successor in law of the person; and

                  (v)      anything (including a right, obligation or concept)
                           includes each part of it.

                                                                              4.



         (b)      A singular word includes the plural, and vice versa.

         (c)      A word which suggests one gender includes the other genders.

         (d)      If a word is defined, another part of speech has a
                  corresponding meaning.

         (e)      If an example is given of anything (including a right,
                  obligation or concept), such as by saying it includes
                  something else, the example does not limit the scope of that
                  thing.

         (f)      The word "AGREEMENT" includes an undertaking or other binding
                  arrangement or understanding, whether or not in writing.

         (g)      The words "SUBSIDIARY", "HOLDING COMPANY" and "RELATED BODY
                  CORPORATE" have the same meanings as in the Corporations Act.

1.3      BUSINESS DAYS

         If the day on or by which a person must do something under this
         document is not a Business Day:

         (a)      if the act involves a payment that is due on demand, the
                  person must do it on or by the next Business Day; and

         (b)      in any other case, the person must do it on or by the previous
                  Business Day.

1.4      APPLICATION OF THIS DOCUMENT

         (a)      This document varies and amends the Original Licence Option
                  Deed with effect from the date of execution of this document.

         (b)      The terms and conditions of this document replace the terms
                  and conditions of the Original Licence Option Deed.

2.       DISCLOSURE OF DEVELOPMENTS

2.1      DEVELOPMENT REPORTS

         From time to time during the Term, and in any event no less frequently
         than on each six month anniversary of the Commencement Date, Novogen
         Research must provide to MEPL a written report which complies with
         clause 2.2 (each a "DEVELOPMENT REPORT").

2.2      CONTENTS OF DEVELOPMENT REPORTS

         Each Development Report must contain:

         (a)      a list of all Option Compounds the subject of Clinical Trials;

         (b)      a summary of the research and development activities being
                  undertaken by or on behalf of Novogen Research or its related
                  bodies corporate (other than MEPL) in the Field with respect
                  to the Option Compounds referred to in paragraph (a);

                                                                              5.



         (c)      the progress of research and development by or on behalf of
                  Novogen Research or its related bodies corporate (other than
                  MEPL) in the Field with respect to the Option Compounds
                  referred to in paragraph (a), by reference to any important
                  milestones;

         (d)      the status and progress of the Clinical Trials referred to in
                  paragraph (a); and

         (e)      any other matters relating to the research and development of
                  Option Compounds in the Field reasonably requested by MEPL.

2.3      NOTIFICATION OF REGULATORY APPROVALS

         In addition to its obligations under clause 2.1, Novogen Research must
         inform MEPL immediately in writing of all regulatory approvals granted
         and assessments made during the Term by any Government Agency with
         respect to Option Compounds for use or Clinical Trials in the Field.

3.       FIRST AND LAST RIGHT OF MEPL

3.1      OBLIGATIONS ON NOVOGEN RESEARCH

         Novogen Research must not, and must ensure its related bodies corporate
         (other than MEPL) do not:

         (a)      Deal with;

         (b)      solicit or entertain possible Dealings with; or

         (c)      engage in discussions about possible Dealings with,

         any Intellectual Property Rights in the Field in or in relation to any
         Option Compounds, without first complying with this clause 3.

3.2      GRANT OF RIGHTS TO MEPL

         Novogen Research grants to MEPL the exclusive first right to accept and
         the exclusive last right to match any proposed Dealing by Novogen
         Research with any Intellectual Property Rights in the Field in or in
         relation to any Option Compounds.

3.3      EXCLUSIVE FIRST RIGHT TO ACCEPT

         (a)      Novogen Research must notify MEPL in writing of any proposed
                  Dealing in respect of which MEPL has a first right to accept
                  under clause 3.2. The notice must include full particulars and
                  the terms and conditions of the proposed Dealing.

         (b)      If MEPL exercises a first right to accept under clause 3.2
                  within 15 Business Days following receipt of a notice under
                  paragraph (a), then Novogen Research must Deal with those
                  Intellectual Property Rights in favour of MEPL on the terms
                  and conditions in the notice.

                                                                              6.



3.4      IF MEPL DOES NOT EXERCISE FIRST RIGHT TO ACCEPT

         If MEPL does not exercise its first right to accept within the time
         allowed in clause 3.3(b), then Novogen Research may negotiate with
         third parties the terms of the proposed Dealing, provided:

         (a)      such terms are no more favourable than those notified to MEPL
                  under its first right to accept under clause 3.3(a); and

         (b)      such right of negotiation does not prejudice MEPL's last right
                  to match under clause 3.5.

3.5      EXCLUSIVE LAST RIGHT TO MATCH

         (a)      Novogen Research must notify MEPL in writing of any proposed
                  Dealing in respect of which MEPL has a last right to match
                  under clause 3.2. The notice must include full particulars and
                  the terms and conditions of the proposed Dealing.

         (b)      If MEPL exercises its last right to match under clause 3.2
                  within 15 Business Days following receipt of a notice under
                  paragraph (a), Novogen Research must Deal with the
                  Intellectual Property Rights in favour of MEPL on the terms
                  and conditions in the notice.

3.6      IF MEPL DOES NOT EXERCISE LAST RIGHT TO MATCH

         If MEPL does not exercise its last right to match within the time
         allowed in clause 3.5(b), then Novogen Research may Deal with those
         Intellectual Property Rights in favour of a third party on terms no
         more favourable than those which MEPL declined to match.

4.       NOVOGEN RESEARCH'S OBLIGATIONS

         During the Term, Novogen Research must, and must ensure that its
         related bodies corporate (other than MEPL):

         (a)      act in good faith towards MEPL in relation to the obligations
                  of Novogen Research under this document; and

         (b)      ensure that its employees, agents, consultants and contractors
                  conducting any research or development in the Field (including
                  any Clinical Trials) assign absolutely to Novogen Research all
                  Intellectual Property Rights in all Option Compounds.

5.       FILING, PROSECUTION & MAINTENANCE

         Novogen Research shall be solely responsible for filing, prosecution
         and maintenance of any Patent Rights in relation to Option Compounds,
         and may file, prosecute and maintain those Patent Rights in its sole
         discretion and at its sole cost and expense.

                                                                              7.



6.       CONFIDENTIAL INFORMATION

6.1      CONFIDENTIALITY

         MEPL must:

         (a)      keep and maintain all Confidential Information strictly
                  confidential;

         (b)      use Confidential Information only for the purposes for which
                  it is disclosed to MEPL; and

         (c)      not disclose any Confidential Information other than to its
                  employees, authorised agents, legal advisers, auditors or
                  other consultants if it is necessary for the purposes of this
                  document and upon those persons undertaking to MEPL to keep
                  that information strictly confidential.

6.2      SECURITY

         For the purposes of clause 6.1, MEPL must establish and maintain
         effective security measures to safeguard Confidential Information from
         unauthorised use or access and must notify Novogen Research immediately
         upon becoming aware of any suspected or actual unauthorised use or
         disclosure of Confidential Information.

6.3      EXCEPTIONS

         The obligations in clauses 6.1 and 6.2 do not apply to the extent that
         MEPL is required by any applicable law or requirement of any Government
         Agency to disclose any Confidential Information, provided MEPL promptly
         gives notice to Novogen Research of that requirement and discloses only
         that portion of Confidential Information which it is legally required
         to disclose.

6.4      PUBLIC DOMAIN

         No Confidential Information shall be deemed to be in the public domain
         merely because it contains information in the public domain or is
         embraced by a general disclosure which is in the public domain.

7.       RETENTION OF RECORDS

         Novogen Research shall maintain during the Term complete and accurate
         records in relation to all research and development in the Field
         relating to all Option Compounds (including Clinical Trials), in
         sufficient detail and in good scientific manner, which shall fully and
         properly reflect all work done and results achieved.

8.       REPRESENTATIONS AND WARRANTIES

8.1      REPRESENTATIONS AND WARRANTIES

         Each party represents and warrants that:

         (a)      (STATUS) it is a company limited by shares under the
                  Corporations Act;

                                                                              8.



         (b)      (POWER) it has full legal capacity and power to:

                  (i)      own its property and to carry on its business; and

                  (ii)     enter into this document and to carry out the
                           transactions that this document contemplates;

         (c)      (CORPORATE AUTHORITY) it has taken all corporate action that
                  is necessary or desirable to authorise its entry into this
                  document and its carrying out the transactions that this
                  document contemplates;

         (d)      (DOCUMENTS EFFECTIVE) this document constitutes its legal,
                  valid and binding obligations, enforceable against it in
                  accordance with its terms (except to the extent limited by
                  equitable principles and laws affecting creditors' rights
                  generally), subject to any necessary stamping or registration;

         (e)      (NO CONTRAVENTION) neither its execution of this document nor
                  the carrying out by it of the transactions that this document
                  contemplates, does or will:

                  (i)      contravene any law to which it or any of its property
                           is subject or any order of any Government Agency that
                           is binding on it or any of its property;

                  (ii)     contravene any Authorisation;

                  (iii)    contravene any undertaking or instrument binding on
                           it or any of its property;

                  (iv)     contravene its constitution; or

                  (v)      require it to make any payment or delivery in respect
                           of any financial indebtedness before it would
                           otherwise be obliged to do so.

8.2      RELIANCE ON REPRESENTATIONS AND WARRANTIES

         Each party acknowledges that the other party has executed this document
         and agreed to take part in the transactions that this document
         contemplates in reliance on the representations and warranties that are
         made in clause 8.1.

9.       DISPUTE RESOLUTION

9.1      DISPUTE RESOLUTION

         If a dispute arises out of or in relation to this document (including
         any dispute as to breach or termination of this document or as to any
         claim in tort, in equity or pursuant to any statute) (a "DISPUTE"), a
         party to this document may not commence any court or arbitration
         proceedings relating to the Dispute unless it has complied with this
         clause 9 except where the party seeks urgent interlocutory relief.

                                                                              9.



9.2      DISPUTE NOTICE

         A party claiming that a Dispute has arisen under or in relation to this
         document must give written notice to the other party specifying the
         nature of the Dispute (a "DISPUTE NOTICE").

9.3      NEGOTIATION

         Upon receipt by a party of a Dispute Notice, Novogen Research and MEPL
         must procure that their respective Managing Directors meet to endeavour
         to resolve the Dispute expeditiously by negotiation.

9.4      RESOLUTION OF DISPUTE

         If the parties have not resolved the Dispute under clause 9.3 within 14
         days of receipt of a Dispute Notice, the parties must endeavour to
         resolve the Dispute expeditiously using informal dispute resolution
         techniques such as mediation, expert evaluation or determination or
         similar techniques agreed by the parties.

9.5      MEDIATION

         If the parties do not agree within 28 days of receipt of a Dispute
         Notice (or such further period as the parties agree in writing) as to:

         (a)      the dispute resolution technique and procedures to be adopted;

         (b)      the timetable for all steps in those procedures; and

         (c)      the selection and compensation of the independent person
                  required for such technique,

         the parties must mediate the Dispute in accordance with the Mediation
         Rules of the Law Society of New South Wales, and the President of the
         Law Society of New South Wales (or the President's nominee) will select
         the mediator and determine the mediator's remuneration.

10.      TERM AND TERMINATION

10.1     TERM

         The rights and obligations of the parties under this document begin on
         the Commencement Date and end on the earlier of:

         (a)      the date of termination in accordance with this clause 10; and

         (b)      the sixteenth anniversary of the Commencement Date,

         or such later date as the parties agree in writing.

10.2     TERMINATION BY MEPL

         MEPL may terminate this document at any time:

                                                                             10.



         (a)      on three month's written notice to Novogen Research;

         (b)      immediately if Novogen Research defaults in the performance of
                  any of its obligations under this document which in MEPL's
                  reasonable opinion is capable of remedy and fails to remedy
                  that default within 21 days of receiving written notice from
                  MEPL specifying the default and requiring the default to be
                  remedied;

         (c)      on 21 days written notice if Novogen Research defaults in the
                  performance of any of its material obligations under this
                  document which in MEPL's reasonable opinion is not capable of
                  remedy; and

         (d)      immediately by notice in writing if:

                  (i)      Novogen Research is involved in an Insolvency Event;
                           or

                  (ii)     Novogen Research ceases for any reason to be able
                           lawfully to carry out all the transactions which this
                           document contemplates may be carried out by Novogen
                           Research.

10.3     TERMINATION BY NOVOGEN RESEARCH

         Novogen Research may terminate this document at any time:

         (a)      immediately if MEPL defaults in the performance of any of its
                  obligations under this document which in Novogen Research's
                  reasonable opinion is capable of remedy and fails to remedy
                  that default within 21 days of receiving written notice from
                  Novogen Research specifying the default and requiring the
                  default to be remedied;

         (b)      on 21 days written notice if MEPL defaults in the performance
                  of any of its material obligations under this document which
                  in Novogen Research's reasonable opinion is not capable of
                  remedy; and

         (c)      immediately by notice in writing if:

                  (i)      there is a Change of Control of MEPL without Novogen
                           Research's written consent (which shall not be
                           unreasonably withheld or delayed or conditioned);

                  (ii)     MEPL is involved in an Insolvency Event; or

                  (iii)    MEPL ceases for any reason to be able lawfully to
                           carry out all the transactions which this document
                           contemplates may be carried out by MEPL.

10.4     CONSEQUENCES OF TERMINATION

         Upon expiry or termination of this document for any reason MEPL must
         immediately return to Novogen Research or destroy at Novogen Research's
         direction:

         (a)      all Confidential Information; and

                                                                             11.



         (b)      all materials, documents and other records containing,
                  referring or relating to any Confidential Information,

         in its possession, custody or power.

10.5     SURVIVAL AND ACCRUED RIGHTS

         Upon termination under this clause 10 this document is at an end as to
         its future operation, except for:

         (a)      the enforcement of any right or claim which arises on or has
                  arisen before termination; and

         (b)      the obligations of the parties under clauses 1, 6, 12, 14
                  (except 14.2) and this clause 10, which survive termination.

11.      FORCE MAJEURE

11.1     NOTICE AND SUSPENSION OF OBLIGATIONS

         If a party to this document is affected, or likely to be affected, by a
         Force Majeure Event:

         (a)      that party must immediately give the other prompt notice of
                  that fact including:

                  (i)      full particulars of the Force Majeure Event;

                  (ii)     an estimate of its likely duration;

                  (iii)    the obligations affected by it and the extent of its
                           effect on those obligations; and

                  (iv)     the steps taken to rectify it; and

         (b)      the obligations under this document of the party giving the
                  notice are suspended to the extent to which they are affected
                  by the Force Majeure Event as long as the Force Majeure Event
                  continues.

11.2     EFFORT TO OVERCOME

         A party claiming a Force Majeure Event must use its best endeavours to
         remove, overcome or minimise the effects of that Force Majeure Event as
         quickly as possible. However, this does not require a party to settle
         any industrial dispute in any way it does not want to.

11.3     TERMINATION

         If a Force Majeure Event occurs for more than 30 days, either party may
         terminate this document by giving at least 21 days notice to the other
         party.

                                                                             12.



12.      NOTICES

         (a)      A notice, consent or other communication under this document
                  is only effective if it is in writing, signed and either left
                  at the addressee's address or sent to the addressee by mail or
                  fax. If it is sent by mail, it is taken to have been received
                  3 working days after it is posted. If it is sent by fax, it is
                  taken to have been received when the addressee actually
                  receives it in full and in legible form.

         (b)      A person's address and fax number are those set out below, or
                  as the person notifies the sender:

                  NOVOGEN RESEARCH
                  Address:        140 Wicks Road North Ryde, NSW 2113 AUSTRALIA
                  Fax number:     Int + 612 9878 0055
                  Attention:      Managing Director

                  MEPL
                  Address:        140 Wicks Road, North Ryde, NSW 2113 AUSTRALIA
                  Fax number:     Int + 612 9878 0055
                  Attention:      Managing Director

13.      AMENDMENT AND ASSIGNMENT

13.1     AMENDMENT

         This document can only be amended, supplemented, replaced or novated by
         another document signed by the parties.

13.2     ASSIGNMENT

         (a)      MEPL may only dispose of, declare a trust over or otherwise
                  create an interest in its rights under this document with the
                  written consent of Novogen Research.

         (b)      Subject to paragraph (a), a party may dispose of, declare a
                  trust over or otherwise create an interest in its rights under
                  this document without the consent of any other party, and may
                  disclose to any potential holder of the right or interest any
                  information relating to this document or any party to it.

14.      GENERAL

14.1     GOVERNING LAW

         (a)      This document is governed by the law in force in New South
                  Wales.

         (b)      Each party submits to the non-exclusive jurisdiction of the
                  courts exercising jurisdiction in New South Wales, and any
                  court that may hear appeals from any of those courts, for any
                  proceedings in connection with this document, and waives any
                  right it might have to claim that those courts are an
                  inconvenient forum.

                                                                             13.



14.2     GIVING EFFECT TO THIS DOCUMENT

         Each party must do anything (including execute any document), and must
         ensure that its employees and agents do anything (including execute any
         document), that the other party may reasonably require to give full
         effect to this document.

14.3     WAIVER OF RIGHTS

         A right may only be waived in writing, signed by the party giving the
         waiver, and:

         (a)      no other conduct of a party (including a failure to exercise,
                  or delay in exercising, the right) operates as a waiver of the
                  right or otherwise prevents the exercise of the right;

         (b)      a waiver of a right on one or more occasions does not operate
                  as a waiver of that right if it arises again; and

         (c)      the exercise of a right does not prevent any further exercise
                  of that right or of any other right.

14.4     OPERATION OF THIS DOCUMENT

         (a)      This document contains the entire agreement between the
                  parties about its subject matter. Any previous understanding,
                  agreement, representation or warranty relating to that subject
                  matter is replaced by this document and has no further effect.

         (b)      Any right that a person may have under this document is in
                  addition to, and does not replace or limit, any other right
                  that the person may have.

         (c)      Any provision of this document which is unenforceable or
                  partly unenforceable is, where possible, to be severed to the
                  extent necessary to make this document enforceable, unless
                  this would materially change the intended effect of this
                  document.

14.5     CONSENTS

         Where this document contemplates that either party may agree or consent
         to something (however it is described), that party may:

         (a)      agree or consent, or not agree or consent, in its absolute
                  discretion; and

         (b)      agree or consent subject to conditions,

         unless this document expressly contemplates otherwise.

14.6     EXCLUSION OF CONTRARY LEGISLATION

         Any legislation that adversely affects an obligation of a party, or the
         exercise by a party of a right or remedy, under or relating to this
         document is excluded to the full extent permitted by law.

                                                                             14.



14.7     COUNTERPARTS

         This document may be executed in counterparts.

EXECUTED as a deed.

EXECUTED by NOVOGEN RESEARCH PTY
LIMITED:

/s/ Christopher Naughton                     /s/ Ronald Lea Erratt
- ----------------------------------           -----------------------------------
Signature of director                        Signature of director/secretary

Christopher Naughton                         Ronald Lea Erratt
- ----------------------------------           -----------------------------------
Name                                         Name

EXECUTED by MARSHALL EDWARDS PTY
LIMITED:

/s/ Christopher Naughton                     /s/ David Seaton
- ----------------------------------           -----------------------------------
Signature of director                        Signature of director/secretary

Christopher Naughton                         David Seaton
- ----------------------------------           -----------------------------------
Name                                         Name

                                                                             15.

                                                                    EXHIBIT 10.4

                                                            BLAKE DAWSON WALDRON

                                                               L A W Y E R S

                                                           ---------------------

                              AMENDED AND RESTATED
                               SERVICES AGREEMENT

                                 NOVOGEN LIMITED
                               ABN 37 063 259 754

                             MARSHALL EDWARDS, INC.

                          MARSHALL EDWARDS PTY LIMITED
                                 ACN 099 665 675

                                Level 41
                       225 George Street
                       SYDNEY  NSW  2000
              Telephone: +61 2 9258 6000   24 SEPTEMBER 2003
                    Fax: +61 2 9258 6999   REF: SJD.BLM.02-1308-9508

                       (C) BLAKE DAWSON WALDRON 2002-2003



                                    CONTENTS


                                                                                          
1.       INTERPRETATION                                                                       1

         1.1      Definitions                                                                 1
         1.2      Rules for interpreting this document                                        5
         1.3      Business Days                                                               6
         1.4      Application of this document                                                6

2.       APPOINTMENT                                                                          6

         2.1      Appointment                                                                 6
         2.2      Nature of appointment                                                       6

3.       NOVOGEN'S OBLIGATIONS                                                                6

         3.1      Services to MEI                                                             6
         3.2      Services to MEPL                                                            7
         3.3      Sub-contracting and consultants                                             7
         3.4      Appropriate personnel                                                       7
         3.5      Performance of the Services                                                 8
         3.6      Judgment and skill                                                          8

4.       FEES FOR SERVICES TO MEI                                                             8

         4.1      Consideration for Services to MEI                                           8
         4.2      Invoices                                                                    8
         4.3      Payment of invoices                                                         8
         4.4      Payments                                                                    8
         4.5      Amendment of the Agreed Budget                                              9
         4.6      Inspection of records                                                       9

5.       FEES FOR SERVICES TO MEPL                                                            9

         5.1      Consideration for Services to MEPL                                          9
         5.2      Deduction for START Grant Amounts                                           9
         5.3      Invoices                                                                    9
         5.4      Payment of invoices                                                        10
         5.5      Payments                                                                   10
         5.6      Amendment of the Agreed Budget                                             10
         5.7      Inspection of records                                                      10

6.       GOODS AND SERVICES TAX                                                              10

         6.1      GST Law definitions                                                        10
         6.2      GST payable in addition to other amounts                                   11
         6.3      Tax invoice                                                                11
         6.4      Adjustments                                                                11
         6.5      GST where MEI supplies Novogen                                             12





                                                                                          
         6.6      GST where MEPL supplies Novogen                                            12

7.       MATERIALS AND INTELLECTUAL PROPERTY RIGHTS                                          12

         7.1      Materials and information                                                  12
         7.2      Intellectual Property Rights                                               12
         7.3      Acknowledgment                                                             12

8.       CONFIDENTIAL INFORMATION                                                            12

         8.1      Confidentiality                                                            12
         8.2      Security                                                                   13
         8.3      Exceptions to obligations of confidentiality                               13
         8.4      Public domain                                                              13

9.       REPRESENTATIONS AND WARRANTIES                                                      13

         9.1      Representations and warranties                                             13
         9.2      Reliance on representations and warranties                                 14
         9.3      Exclusion of conditions and warranties                                     14
         9.4      Statutory warranties                                                       14

10.      DISPUTE RESOLUTION                                                                  15

         10.1     Dispute resolution                                                         15
         10.2     Dispute Notice                                                             15
         10.3     Negotiation                                                                15
         10.4     Resolution of Disputes                                                     15
         10.5     Mediation                                                                  15

11.      TERM AND TERMINATION                                                                16

         11.1     Term                                                                       16
         11.2     Termination by MEI                                                         16
         11.3     Termination by MEPL                                                        16
         11.4     Termination by Novogen                                                     17
         11.5     Consequences of termination                                                17
         11.6     Survival and accrued rights                                                18

12.      FORCE MAJEURE                                                                       18

         12.1     Notice and suspension of obligations                                       18
         12.2     Effort to overcome                                                         18
         12.3     Termination                                                                18

13.      NOTICES                                                                             18

14.      AMENDMENT AND ASSIGNMENT                                                            19

         14.1     Amendment                                                                  19


                                                                             ii.




                                                                                          
         14.2     Assignment                                                                 19

15.      GENERAL                                                                             19

         15.1     Governing law                                                              19
         15.2     Liability for expenses                                                     19
         15.3     Giving effect to this document                                             19
         15.4     Waiver of rights                                                           20
         15.5     Operation of this document                                                 20
         15.6     Consents                                                                   20
         15.7     Exclusion of contrary legislation                                          20
         15.8     Counterparts                                                               20

SCHEDULES

1        CALCULATION OF FEES FOR SERVICES                                                    21

ANNEXURES

A        MEI

B        MEI AGREED BUDGET

C        MEPL AGREED BUDGET


                                                                            iii.



                              AMENDED AND RESTATED
                               SERVICES AGREEMENT

DATE     24 September 2003

PARTIES

         NOVOGEN LIMITED ABN 37 063 259 754, a company incorporated under the
         laws of the Commonwealth of Australia, whose registered office is
         situated at 140 Wicks Road, North Ryde, NSW 2113, Australia ("NOVOGEN")

         MARSHALL EDWARDS, INC., a company incorporated under the laws of
         Delaware, United States of America, c/- The Corporation Trust Company,
         Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware, USA
         ("MEI")

         MARSHALL EDWARDS PTY LIMITED ACN 099 665 675, a company incorporated
         under the laws of the Commonwealth of Australia, whose registered
         office is situated at 140 Wicks Road, North Ryde, NSW 2113, Australia
         ("MEPL")

RECITALS

A.       Novogen has certain skills and expertise in relation to the discovery,
         research and development of human therapeutics and their
         commercialisation.

B.       MEI and MEPL have engaged Novogen to perform the Services on the terms
         and conditions of the Original Services Agreement.

C.       The parties have agreed to amend and restate the terms and conditions
         of the Original Services Agreement as set out in this document with
         effect from the date of this document.

OPERATIVE PROVISIONS

1.       INTERPRETATION

1.1      DEFINITIONS

         The following definitions apply in this document.

         "AUTHORISATION" means:

         (a)      an authorisation, consent, declaration, exemption,
                  notarisation or waiver, however it is described; and

         (b)      in relation to anything that could be prohibited or restricted
                  by law if a Government Agency acts in any way within a
                  specified period, the expiry of that period without that
                  action being taken,

         including any renewal or amendment.

         "BUSINESS DAY" means a day that is not a Saturday, Sunday or public
         holiday in Sydney, Australia.



         "CHANGE OF CONTROL" means, in relation to a corporation, a change in:

         (a)      Control of the composition of the board of directors of the
                  corporation;

         (b)      Control of more than half the voting rights attaching to
                  shares in the corporation; or

         (c)      Control of more than half the issued shares of the corporation
                  (excluding any part which carries no right to participate
                  beyond a specified amount in the distribution of either profit
                  or capital),

         which for the avoidance of doubt where the corporation is either MEPL
         or MEI does not include a change in:

         (d)      Control of the composition of the board of directors of
                  Novogen;

         (e)      Control of more than half the voting rights attaching to
                  shares in Novogen; or

         (f)      Control of more than half the issued shares of Novogen
                  (excluding any part which carries no right to participate
                  beyond a specified amount in the distribution of either profit
                  or capital).

         "COMMENCEMENT DATE" means the date the Original Services Agreement was
         executed by the last of the parties to execute it.

         "COMMONWEALTH" means the Commonwealth of Australia.

         "CONFIDENTIAL INFORMATION" in relation to a party means all information
         and materials disclosed, provided or otherwise made accessible to, or
         developed by that party whether before or after execution of this
         document, including all Know-How, financial reports, sales information,
         policies, plans, business affairs, transactions, organisations,
         business connections and clients of that party, and any other
         information which that party reasonably considers confidential, but
         excludes information which the other party can establish:

         (a)      was in the public domain at the date of this document;

         (b)      subsequent to the date of this document, became part of the
                  public domain otherwise than as a result of disclosure
                  directly or indirectly in breach of this document; or

         (c)      was in its possession at the time of disclosure and was not
                  otherwise acquired from the other party directly or
                  indirectly.

         "CONTROL" means a power or control that is direct or indirect or that
         is, or can be, exercised as a result of, by means of or by the
         revocation or breach of a trust, an agreement, a practice, or any
         combination of them, whether or not they are enforceable. It does not
         matter whether the power or control is express or implied, formal or
         informal, exercisable alone or jointly with someone else.

         "CORPORATIONS ACT" means the Corporations Act 2001 (Cth).

                                                                              2.



         "DISPUTE" has the meaning given to that term in clause 10.1.

         "DISPUTE NOTICE" has the meaning given to that term in clause 10.2.

         "ENCUMBRANCE" means a mortgage, charge, pledge, lien, hypothecation or
         title retention arrangement, a right of set-off or right to withhold
         payment of a deposit or other money, a notice under section 255 of the
         Income Tax Assessment Act 1936 (Cth), section 260-5 in schedule 1 to
         the Taxation Administration Act 1953 (Cth) or any similar legislation,
         or an easement, restrictive covenant, caveat or similar restriction
         over property, or an agreement to create any of them or to allow any of
         them to exist.

         "FORCE MAJEURE EVENT" means any occurrence or omission as a direct or
         indirect result of which the party relying on it is prevented from or
         delayed in performing any of its obligations (other than a payment
         obligation) under this document and that is beyond the reasonable
         control of that party, including forces of nature, industrial action
         and action or inaction by a Government Agency.

         "GOVERNMENT AGENCY" means:

         (a)      a government or government department or other body;

         (b)      a governmental, semi-governmental or judicial person; or

         (c)      a person (whether autonomous or not) who is charged with the
                  administration of a law.

         "GST" means:

         (a)      the same as in the GST Law; and

         (b)      any other goods and services tax, or any tax applying to this
                  transaction in a similar way; and

         (c)      any additional tax, penalty tax, fine, interest or other
                  charge under a law for such a tax.

         "GST LAW" means the same as "GST law" means in A New Tax System (Goods
         and Services Tax) Act 1999 (Cth).

         "INSOLVENCY EVENT" means, for a person, being in liquidation or
         provisional liquidation or under administration, having a controller
         (as defined in the Corporations Act) or analogous person appointed to
         it or any of its property, being taken under section 459F(1) of the
         Corporations Act to have failed to comply with a statutory demand,
         being unable to pay its debts or otherwise insolvent, dying, ceasing to
         be of full legal capacity or otherwise becoming incapable of managing
         its own affairs for any reason, taking any step that could result in
         the person becoming an insolvent under administration (as defined in
         section 9 of the Corporations Act), entering into a compromise or
         arrangement with, or assignment for the benefit of, any of its members
         or creditors, or any analogous event, otherwise than in the course of a
         reorganisation, reconstruction, amalgamation or merger.

                                                                              3.



         "INTELLECTUAL PROPERTY RIGHTS" means any and all existing and future
         intellectual and industrial property rights throughout the world,
         whether conferred by statute, common law or equity, including rights in
         relation to copyright, trade marks, designs, circuit layouts, plant
         varieties, business and domain names, trade secrets and Know How
         (including the right to apply for registration of any such rights),
         Patent Rights and other results of intellectual activity in the
         industrial, commercial, scientific, literary or artistic fields.

         "KNOW HOW" means technical and other information which is not in the
         public domain including inventions, discoveries, concepts, data,
         formulae, ideas, specifications, procedures for experiments and tests,
         results of experimentation and testing, results of research and
         development and information in laboratory records, data collected
         during the course of clinical trials, case reports, data analyses and
         summaries and submissions to and information from ethical committees
         and regulatory authorities.

         "LICENCE AGREEMENT" means the document of that title between Novogen
         Research and MEPL, dated on or about the date of this document.

         "LICENCE OPTION DEED" means the document of that title between Novogen
         Research and MEPL, dated on or about the date of this document.

         "MEI AGREED BUDGET" means the budget agreed in accordance with schedule
         1 and attached as Annexure A.

         "MEPL AGREED BUDGET" means the budget agreed in accordance with
         schedule 1 and attached as Annexure B.

         "ME PRODUCT" means any human therapeutic or pharmaceutical compound,
         and any product or formulation containing any such compound, in
         relation to which MEI or MEPL has Intellectual Property Rights,
         including:

         (a)      the Products; and

         (b)      any Option Compound in relation to which MEPL has exercised
                  its rights under clause 3 of the Licence Option Deed.

         "NOVOGEN RESEARCH" means Novogen Research Pty Limited.

         "OPTION COMPOUND" has the meaning given to it in the Licence Option
         Deed.

         "ORIGINAL SERVICES AGREEMENT" means the services agreement entered into
         between Novogen, MEI and MEPL in May 2002.

         "PATENT RIGHTS" means existing and future patents (including any
         divisions, continuations, continuations in part, renewals, reissues,
         extensions, supplementary protection certificates, utility models and
         foreign equivalents thereof) and rights with respect to existing and
         future patent applications and patentable inventions, including the
         right to apply for registration of any such rights.

         "PRODUCT" has the meaning given to it in the Licence Agreement.

                                                                              4.



         "QUARTER" means, in respect of any calender year in the Term, the four
         quarters of that year, the first of which commences on the first day of
         that year.

         "SERVICES" means the services set out in clause 3.1 and any other
         services Novogen agrees to perform for MEI or MEPL during the Term.

         "START GRANT AGREEMENT" means the agreement entitled "R&D START Grant
         Agreement No: STG/00220" between Novogen and the Industry Research and
         Development Board for and on behalf of the Commonwealth, dated 24
         December 1998.

         "TERM" means the term of this document, as determined under clause 11.

1.2      RULES FOR INTERPRETING THIS DOCUMENT

         Headings are for convenience only, and do not affect interpretation.
         The following rules also apply in interpreting this document, except
         where the context makes it clear that a rule is not intended to apply.

         (a)      A reference to:

                  (i)      legislation (including subordinate legislation) is to
                           that legislation as amended, re-enacted or replaced,
                           and includes any subordinate legislation issued under
                           it;

                  (ii)     a document or agreement, or a provision of a document
                           or agreement, is to that document, agreement or
                           provision as amended, supplemented, replaced or
                           novated;

                  (iii)    a party to this document or to any other document or
                           agreement includes a permitted substitute or a
                           permitted assign of that party;

                  (iv)     a person includes any type of entity or body of
                           persons, whether or not it is incorporated or has a
                           separate legal identity, and any executor,
                           administrator or successor in law of the person; and

                  (v)      anything (including a right, obligation or concept)
                           includes each part of it.

         (b)      A singular word includes the plural, and vice versa.

         (c)      A word which suggests one gender includes the other genders.

         (d)      If a word is defined, another part of speech has a
                  corresponding meaning.

         (e)      If an example is given of anything (including a right,
                  obligation or concept), such as by saying it includes
                  something else, the example does not limit the scope of that
                  thing.

         (f)      The word "AGREEMENT" includes an undertaking or other binding
                  arrangement or understanding, whether or not in writing.

                                                                              5.



         (g)      The words "SUBSIDIARY", "HOLDING COMPANY" and "RELATED BODY
                  CORPORATE" have the same meanings as in the Corporations Act.

1.3      BUSINESS DAYS

         If the day on or by which a person must do something under this
         document is not a Business Day:

         (a)      if the act involves a payment that is due on demand, the
                  person must do it on or by the next Business Day; and

         (b)      in any other case, the person must do it on or by the previous
                  Business Day.

1.4      APPLICATION OF THIS DOCUMENT

         (a)      This document varies and amends the Original Services
                  Agreement with effect from the date of execution of this
                  document.

         (b)      The terms and conditions of this document replace the terms
                  and conditions of the Original Services Agreement.

2.       APPOINTMENT

2.1      APPOINTMENT

         MEI and MEPL each agree to engage Novogen to provide the Services and
         Novogen agrees to provide the Services to MEI and MEPL, on the terms
         and conditions of this document.

2.2      NATURE OF APPOINTMENT

         Novogen's engagement to provide the Services is as an independent
         contractor and nothing in this document is to be treated as creating a
         partnership or joint venture between the parties under the laws of any
         applicable jurisdiction, and except as specifically provided in this
         document, no party may act or has any authority to act as agent of or
         in any way bind or commit the other party to any obligation.

3.       NOVOGEN'S OBLIGATIONS

3.1      SERVICES TO MEI

         Novogen shall perform the following services in accordance with this
         document as MEI reasonably requests from time to time during the Term,
         having regard to the MEI Agreed Budget:

         (a)      Novogen shall assist and advise MEI generally on all aspects
                  of research, development and commercialisation of ME Products;

         (b)      Novogen shall provide company secretarial, marketing, finance,
                  logistics, administrative and managerial support to MEI;

                                                                              6.



         (c)      Novogen shall plan, conduct, direct, monitor and supervise
                  pre-clinical and clinical trials of ME Products;

         (d)      Novogen shall provide scientific and technical advice on
                  management of pre-clinical and clinical research programs
                  undertaken by MEI in relation to ME Products and shall manage
                  such research programs; and

         (e)      Novogen shall provide to MEI access to records relating to,
                  and persons involved in the research and development of
                  Products and any clinical trials conducted or commenced before
                  the Commencement Date.

3.2      SERVICES TO MEPL

         Novogen shall perform the following services in accordance with this
         document as MEPL reasonably requests from time to time during the Term,
         having regard to the MEPL Agreed Budget:

         (a)      Novogen shall assist and advise MEPL generally on all aspects
                  of research, development and commercialisation of ME Products;

         (b)      Novogen shall provide company secretarial, marketing, finance,
                  logistics, administrative and managerial support to MEPL;

         (c)      Novogen shall plan, conduct, direct, monitor and supervise
                  pre-clinical and clinical trials of ME Products;

         (d)      Novogen shall provide scientific and technical advice on
                  management of pre-clinical and clinical research programs
                  undertaken by MEPL in relation to ME Products and shall manage
                  such research programs; and

         (e)      Novogen shall provide to MEPL access to records relating to,
                  and persons involved in the research and development of
                  Products and any clinical trials conducted or commenced before
                  the Commencement Date.

3.3      SUB-CONTRACTING AND CONSULTANTS

         (a)      Novogen shall not without the prior written consent of MEI or
                  MEPL (as the case may be) sub-contract the provision of any
                  part of the Services to any person other than its subsidiaries
                  (excluding MEI and MEPL).

         (b)      If at any time during the Term any person is under any
                  obligation to Novogen or its subsidiaries (other than MEI or
                  MEPL) to provide services or perform obligations to persons
                  including MEI and MEPL, which services or obligations include
                  research, development or commercialisation of ME Products,
                  Novogen shall procure that that person provides those services
                  to MEI and MEPL.

3.4      APPROPRIATE PERSONNEL

         Novogen shall ensure that its employees, agents and consultants and the
         employees, agents and consultants of its subsidiaries who provide the
         Services have appropriate

                                                                              7.



         qualifications and experience to provide the Services, having regard to
         the nature of the Services.

3.5      PERFORMANCE OF THE SERVICES

         Novogen shall perform the Services:

         (a)      diligently, competently and with reasonable care and skill;

         (b)      in compliance with all applicable laws and regulations; and

         (c)      in accordance with the reasonable directions of MEI and MEPL
                  from time to time during the Term.

3.6      JUDGMENT AND SKILL

         Nothing in this clause 3 prevents Novogen from exercising its judgment
         and utilising its skills as it considers most appropriate to perform
         the Services.

4.       FEES FOR SERVICES TO MEI

4.1      CONSIDERATION FOR SERVICES TO MEI

         In consideration of the performance by Novogen of Services for or at
         the request of MEI, MEI shall pay:

         (a)      services fees monthly in arrears in accordance with the MEI
                  Agreed Budget; and

         (b)      all reasonable out of pocket expenses (including travel and
                  accommodation expenses) incurred by Novogen each month in the
                  course of providing Services for or at the request of MEI,

         and shall pay those amounts in accordance with clause 4.4.

4.2      INVOICES

         Within 7 days of the end of each month, Novogen shall render to MEI a
         written invoice for payment for all Services provided by Novogen for or
         at the request of MEI in that month, which shall contain the amount
         payable by MEI for the Services in that month in accordance with
         schedule 1.

4.3      PAYMENT OF INVOICES

         MEI shall pay to Novogen the amount of any invoice correctly rendered
         to MEI under clause 4.2 within 7 days of the date of the invoice.

4.4      PAYMENTS

         All amounts due and payable under clause 4.3 shall be calculated and
         paid in United States dollars and shall be paid by bank cheque or
         electronic transfer to an account notified by Novogen in writing.

                                                                              8.



4.5      AMENDMENT OF THE AGREED BUDGET

         MEI shall inform Novogen promptly upon becoming aware of any
         circumstance by virtue of which the estimates and assumptions on which
         the MEI Agreed Budget was based are no longer accurate or applicable
         and the parties may amend the MEI Agreed Budget by agreement from time
         to time during the Term having regard to any such circumstance.

4.6      INSPECTION OF RECORDS

         MEI may during normal business hours and upon reasonable notice by its
         authorised representatives (including accountants and auditors) inspect
         the records and books of account of Novogen to determine whether the
         amounts paid or payable under this clause 4 have been calculated and
         paid in accordance with this clause 4, schedule 1 and the MEI Agreed
         Budget. For the purposes of that inspection and determination, MEI's
         authorised representatives may take such copies and extracts of those
         records and books of account as they think fit and Novogen must, and
         must ensure that its agents and contractors, give MEI's authorised
         representatives such assistance as is necessary, including by providing
         access to facilities, hardware, software and documents, to enable that
         inspection and determination.

5.       FEES FOR SERVICES TO MEPL

5.1      CONSIDERATION FOR SERVICES TO MEPL

         In consideration of the performance by Novogen of the Services for or
         at the request of MEPL, MEPL shall, subject to clause 5.2 pay:

         (a)      services fees monthly in arrears in accordance with the MEPL
                  Agreed Budget; and

         (b)      all reasonable out of pocket expenses (including travel and
                  accommodation expenses) incurred by Novogen each month in the
                  course of providing Services for or at the request of MEPL,

         and shall pay those amounts in accordance with clause 5.4.

5.2      DEDUCTION FOR START GRANT AMOUNTS

         The amounts payable by MEPL under clause 5.1 shall be reduced by the
         amount of all grant funds received by Novogen during each month under
         the START Grant Agreement, in accordance with clauses 5.3 and 5.4.

5.3      INVOICES

         Within 7 days of the end of each month, Novogen shall render to MEPL a
         written invoice for payment for all Services provided by Novogen for or
         at the request of MEPL in that month, which shall contain:

         (a)      the amount payable by MEPL for the Services in that month in
                  accordance with schedule 1;

                                                                              9.



         (b)      the amount of all grant funds received by Novogen in that
                  month under the START Grant Agreement; and

         (c)      a figure representing the amount referred to in paragraph (b),
                  subtracted from the amount referred to in paragraph (a).

5.4      PAYMENT OF INVOICES

         (a)      If in any invoice correctly rendered by Novogen to MEPL under
                  clause 5.3, the figure referred to in clause 5.3(c) is a
                  positive number, MEPL shall pay that amount to Novogen within
                  7 days of the date of the invoice.

         (b)      If in any invoice correctly rendered by Novogen to MEPL under
                  clause 5.3, the figure referred to in clause 5.3(c) is a
                  negative number, Novogen shall credit MEPL with that amount
                  against future invoices.

5.5      PAYMENTS

         All amounts due and payable under clause 5.4 shall be calculated and
         paid in Australian dollars and shall be paid by bank cheque or
         electronic transfer to an account notified by Novogen in writing.

5.6      AMENDMENT OF THE AGREED BUDGET

         MEPL shall inform Novogen promptly upon becoming aware of any
         circumstance by virtue of which the estimates and assumptions on which
         the MEPL Agreed Budget was based are no longer accurate or applicable
         and the parties may amend the MEPL Agreed Budget by agreement from time
         to time during the Term having regard to any such circumstance.

5.7      INSPECTION OF RECORDS

         MEPL may during normal business hours and upon reasonable notice by its
         authorised representatives (including accountants and auditors) inspect
         the records and books of account of Novogen to determine whether the
         amounts paid or payable under this clause 5 have been calculated and
         paid in accordance with this clause 5, schedule 1 and the MEPL Agreed
         Budget. For the purposes of that inspection and determination, MEPL's
         authorised representatives may take such copies and extracts of those
         records and books of account as they think fit and Novogen must, and
         must ensure that its agents and contractors, give MEPL's authorised
         representatives such assistance as is necessary, including by providing
         access to facilities, hardware, software and documents, to enable that
         inspection and determination.

6.       GOODS AND SERVICES TAX

6.1      GST LAW DEFINITIONS

         Words defined in the GST Law have the same meaning in this clause 6,
         unless the context makes it clear that a different meaning is intended.

                                                                             10.



6.2      GST PAYABLE IN ADDITION TO OTHER AMOUNTS

         In addition to paying all amounts payable under this document, each of
         MEI and MEPL must:

         (a)      pay to Novogen an amount equal to any GST payable on any
                  supply by Novogen under or in connection with this document
                  without deduction or set-off of any other amount;

         (b)      make that payment:

                  (i)      if Novogen must pay GST on or after receiving the
                           consideration or any part of it - as and when MEI or
                           MEPL (as the case may be) must pay or provide the
                           consideration or that part of it;

                  (ii)     if Novogen must pay GST on issuing an invoice under
                           this document - on the earlier of the due date for
                           payment of that invoice, or 10 Business Days
                           following the end of the month in which Novogen
                           issued that invoice; and

                  (iii)    if Novogen must pay GST upon the occurrence of some
                           other event - within 5 Business Days of a written
                           request by Novogen for payment for the GST, which may
                           be in the form of a tax invoice (or an adjustment
                           note); and

         (c)      indemnify Novogen against, and pay Novogen on demand the
                  amount of:

                  (i)      all GST on the transactions contemplated by this
                           document; and

                  (ii)     any loss, liability or expense directly or indirectly
                           incurred in connection with or arising from or caused
                           by any failure by MEI or MEPL (as the case may be) to
                           pay any amount as and when required by this clause 6,
                           for example, any additional tax, penalty tax, fine,
                           interest or other charge under a GST Law.

6.3      TAX INVOICE

         Within 28 days of a written request from MEI or MEPL, Novogen must
         issue a tax invoice (or an adjustment note) to MEI or MEPL (as the case
         may be) for any supply for which Novogen may recover GST from MEI or
         MEPL under this document, and must include in the tax invoice (or
         adjustment note) the particulars required by the GST Law for MEI or
         MEPL to obtain an input tax credit for that GST.

6.4      ADJUSTMENTS

         Novogen must refund to MEI or MEPL (as the case may be) any overpayment
         by MEI or MEPL for GST, but Novogen need not refund any amount for GST
         paid to the Commissioner of Taxation unless Novogen has received a
         refund or credit of that amount.

                                                                             11.



6.5      GST WHERE MEI SUPPLIES NOVOGEN

         If MEI must pay GST for anything provided or supplied by MEI under this
         document, Novogen must pay to MEI an amount equal to that GST in
         exactly the same way as MEI must so do for any GST Novogen must pay,
         and this clause 6 applies to that GST as if MEI was Novogen, and
         Novogen was MEI.

6.6      GST WHERE MEPL SUPPLIES NOVOGEN

         If MEPL must pay GST for anything provided or supplied by MEPL under
         this document, Novogen must pay to MEPL an amount equal to that GST in
         exactly the same way as MEPL must so do for any GST Novogen must pay,
         and this clause 6 applies to that GST as if MEPL was Novogen, and
         Novogen was MEPL.

7.       MATERIALS AND INTELLECTUAL PROPERTY RIGHTS

7.1      MATERIALS AND INFORMATION

         Novogen acknowledges that all materials and information made available
         by MEI or MEPL to Novogen in the performance of the Services remain the
         property of MEI or MEPL (as the case may be).

7.2      INTELLECTUAL PROPERTY RIGHTS

         (a)      All Intellectual Property Rights created or developed by or on
                  behalf of Novogen and its subsidiaries in the performance of
                  Services for or at the request of MEI vest exclusively in MEI
                  immediately upon their creation, and by this document Novogen
                  assigns to MEI absolutely and as beneficial owner its entire
                  right and title to and interest in all such Intellectual
                  Property Rights.

         (b)      All Intellectual Property Rights created or developed by or on
                  behalf of Novogen and its subsidiaries in the performance of
                  Services for or at the request of MEPL vest exclusively in
                  MEPL immediately upon their creation, and by this document
                  Novogen assigns to MEPL absolutely and as beneficial owner its
                  entire right and title to and interest in all such
                  Intellectual Property Rights.

7.3      ACKNOWLEDGMENT

         Novogen acknowledges that nothing in this document grants to it any
         Intellectual Property Rights created in the performance of the Services
         and Novogen must not, and must procure that its subsidiaries do not,
         represent to any person that it or they have any such Intellectual
         Property Rights.

8.       CONFIDENTIAL INFORMATION

8.1      CONFIDENTIALITY

         Each party must:

         (a)      keep and maintain all Confidential Information of the other
                  party strictly confidential;

                                                                             12.



         (b)      use Confidential Information of the other party only for the
                  purposes for which it is disclosed; and

         (c)      not disclose any Confidential Information of the other party
                  other than to its employees, authorised sub-contractors, legal
                  advisers, auditors or other consultants requiring the
                  information for the purposes of this document and then only
                  upon those persons undertaking in writing to keep that
                  information strictly confidential.

8.2      SECURITY

         For the purposes of clause 8.1, each party must establish and maintain
         effective security measures to safeguard the Confidential Information
         of the other party from unauthorised use or access and must notify the
         other party immediately upon becoming aware of any suspected or actual
         unauthorised use or disclosure of that party's Confidential
         Information.

8.3      EXCEPTIONS TO OBLIGATIONS OF CONFIDENTIALITY

         The obligations in clauses 8.1 and 8.2 do not apply to the extent that
         a party is required by law to disclose the other party's Confidential
         Information, provided the party promptly gives notice to the other
         party of that requirement and discloses only that portion of
         Confidential Information which it is legally required to disclose.

8.4      PUBLIC DOMAIN

         No Confidential Information shall be deemed to be in the public domain
         merely because it contains information which is in the public domain or
         is embraced by a general disclosure which is in the public domain.

9.       REPRESENTATIONS AND WARRANTIES

9.1      REPRESENTATIONS AND WARRANTIES

         Each party represents and warrants that:

         (a)      (STATUS) it is a company limited by shares under the
                  Corporations Act;

         (b)      (POWER) it has full legal capacity and power to:

                  (i)      own its property and to carry on its business; and

                  (ii)     enter into this document and to carry out the
                           transactions that this document contemplates;

         (c)      (CORPORATE AUTHORITY) it has taken all corporate action that
                  is necessary or desirable to authorise its entry into this
                  document and its carrying out the transactions that this
                  document contemplates;

         (d)      (DOCUMENTS EFFECTIVE) this document constitutes its legal,
                  valid and binding obligations, enforceable against it in
                  accordance with its terms (except to the extent

                                                                             13.



                  limited by equitable principles and laws affecting creditors'
                  rights generally), subject to any necessary stamping or
                  registration; and

         (e)      (NO CONTRAVENTION) neither its execution of this document nor
                  the carrying out by it of the transactions that this document
                  contemplates, does or will:

                  (i)      contravene any law to which it or any of its property
                           is subject or any order of any Government Agency that
                           is binding on it or any of its property;

                  (ii)     contravene any Authorisation;

                  (iii)    contravene any undertaking or instrument binding on
                           it or any of its property;

                  (iv)     contravene its constitution; or

                  (v)      require it to make any payment or delivery in respect
                           of any financial indebtedness before it would
                           otherwise be obliged to do so.

9.2      RELIANCE ON REPRESENTATIONS AND WARRANTIES

         Each party acknowledges that the other party has executed this document
         and agreed to take part in the transactions that this document
         contemplates in reliance on the representations and warranties that are
         made in clause 9.1.

9.3      EXCLUSION OF CONDITIONS AND WARRANTIES

         Except for the warranties expressly made in this document, all
         conditions, warranties, undertakings or representations express or
         implied arising by statute, general law or otherwise are expressly
         excluded to the extent permitted by law.

9.4      STATUTORY WARRANTIES

         If legislation implies in this document any condition or warranty and
         that legislation avoids or prohibits provisions in a contract excluding
         or modifying the application of or exercise of or liability under such
         condition or warranty, the condition or warranty shall be deemed to be
         included in this document. However the liability of Novogen for any
         breach of such condition or warranty shall be limited at the option of
         Novogen to one or more of the following:

         (a)      if the breach relates to goods:

                  (i)      the replacement of the goods or the supply of
                           equivalent goods;

                  (ii)     the repair of the goods;

                  (iii)    the payment of the cost of replacing the goods or of
                           acquiring equivalent goods; or

                  (iv)     the payment of the cost of having the goods repaired;
                           and

         (b)      if the breach relates to services:

                                                                             14.



                  (i)      the supplying of the services again; or

                  (ii)     the payment of the cost of having the services
                           supplied again.

10.      DISPUTE RESOLUTION

10.1     DISPUTE RESOLUTION

         If a dispute arises out of or in relation to this document (including
         any dispute as to breach or termination of this document or as to any
         claim in tort, in equity or pursuant to any statute) (a "DISPUTE"), a
         party to this document may not commence any court or arbitration
         proceedings relating to the Dispute unless it has complied with this
         clause 10 except where the party seeks urgent interlocutory relief.

10.2     DISPUTE NOTICE

         A party claiming that a Dispute has arisen under or in relation to this
         document must give written notice to the other party specifying the
         nature of the Dispute (a "DISPUTE NOTICE").

10.3     NEGOTIATION

         Upon receipt by a party of a Dispute Notice, Novogen, MEI and MEPL must
         procure that their respective Managing Directors or President (as the
         case may be) meet to endeavour to resolve the Dispute expeditiously by
         negotiation.

10.4     RESOLUTION OF DISPUTES

         If the parties have not resolved the Dispute under clause 10.3 within
         14 days of receipt of the Dispute Notice, the parties must endeavour to
         resolve the Dispute expeditiously using informal dispute resolution
         techniques such as mediation, expert evaluation or determination or
         similar techniques agreed by the parties.

10.5     MEDIATION

         If the parties do not agree within 28 days of receipt of a Dispute
         Notice (or such further period as the parties agree in writing) as to:

         (a)      the dispute resolution technique and procedures to be adopted;

         (b)      the timetable for all steps in those procedures; and

         (c)      the selection and compensation of the independent person
                  required for such technique,

         the parties must mediate the Dispute in accordance with the Mediation
         Rules of the Law Society of New South Wales, and the President of the
         Law Society of New South Wales (or the President's nominee) will select
         the mediator and determine the mediator's remuneration.

                                                                             15.



11.      TERM AND TERMINATION

11.1     TERM

         The rights and obligations of the parties under this document begin on
         the Commencement Date and end on the earlier of:

         (a)      the date of termination in accordance with this clause 11; and

         (b)      the sixteenth anniversary of the Commencement Date,

         or such later date as the parties agree in writing.

11.2     TERMINATION BY MEI

         MEI may terminate its rights and obligations under this document at any
         time:

         (a)      on three months' written notice to Novogen;

         (b)      immediately if Novogen defaults in the performance of any of
                  its obligations under this document which in MEI's reasonable
                  opinion is capable of remedy and fails to remedy that default
                  within 21 days of receiving written notice from MEI specifying
                  the default and requiring the default to be remedied;

         (c)      on 21 days written notice if Novogen defaults in the
                  performance of any of its material obligations under this
                  document which in MEI's reasonable opinion is not capable of
                  remedy; and

         (d)      immediately by notice in writing if:

                  (i)      there is a Change of Control of Novogen without MEI's
                           written consent (which shall not be unreasonably
                           withheld, delayed or conditioned);

                  (ii)     Novogen is involved in an Insolvency Event; or

                  (iii)    Novogen ceases for any reason to be able lawfully to
                           carry out all the transactions which this document
                           contemplates may be carried out by Novogen.

11.3     TERMINATION BY MEPL

         MEPL may terminate its rights and obligations under this document at
         any time:

         (a)      on three months' written notice to Novogen;

         (b)      immediately if Novogen defaults in the performance of any of
                  its obligations under this document which in MEPL's reasonable
                  opinion is capable of remedy and fails to remedy that default
                  within 21 days of receiving written notice from MEPL
                  specifying the default and requiring the default to be
                  remedied;

                                                                             16.



         (c)      on 21 days written notice if Novogen defaults in the
                  performance of any of its material obligations under this
                  document which in MEPL's reasonable opinion is not capable of
                  remedy; and

         (d)      immediately by notice in writing if:

                  (i)      there is a Change of Control of Novogen without
                           MEPL's written consent (which shall not be
                           unreasonably withheld or delayed or conditioned);

                  (ii)     Novogen is involved in an Insolvency Event; or

                  (iii)    Novogen ceases for any reason to be able lawfully to
                           carry out all the transactions which this document
                           contemplates may be carried out by Novogen.

11.4     TERMINATION BY NOVOGEN

         Novogen may terminate this document at any time:

         (a)      immediately if MEI or MEPL defaults in the performance of any
                  of its obligations under this document which in Novogen's
                  reasonable opinion is capable of remedy and fails to remedy
                  that default within 21 days of receiving written notice from
                  Novogen specifying the default and requiring the default to be
                  remedied;

         (b)      on 21 days written notice if MEI or MEPL defaults in the
                  performance of any of its material obligations under this
                  document which in Novogen's reasonable opinion is not capable
                  of remedy; and

         (c)      immediately by notice in writing if:

                  (i)      there is a Change of Control of MEI or MEPL without
                           Novogen's written consent (which shall not be
                           unreasonably withheld or delayed or conditioned);

                  (ii)     MEI or MEPL is involved in an Insolvency Event; or

                  (iii)    MEI or MEPL ceases for any reason to be able lawfully
                           to carry out all the transactions which this document
                           contemplates may be carried out by MEI or MEPL (as
                           the case may be).

11.5     CONSEQUENCES OF TERMINATION

         Upon expiry or termination of this document for any reason each party
         must immediately return to any other party or destroy at its direction:

         (a)      all Confidential Information of that other party; and

         (b)      all materials, documents and other records containing,
                  referring or relating to any Confidential Information of that
                  other party,

         in its possession, custody or power.

                                                                             17.



11.6     SURVIVAL AND ACCRUED RIGHTS

         Upon termination under this clause 11, this document is at an end as to
         its future operation, except for:

         (a)      the enforcement of any right or claim which arises on or has
                  arisen before termination; and

         (b)      the obligations of the parties under clauses 1, 8, 9.3, 10, 13
                  and 15 (except clause 15.3) and this clause 11, which survive
                  termination.

12.      FORCE MAJEURE

12.1     NOTICE AND SUSPENSION OF OBLIGATIONS

         If a party to this document is affected, or likely to be affected, by a
         Force Majeure Event:

         (a)      that party must immediately give the others prompt notice of
                  that fact including:

                  (i)      full particulars of the Force Majeure Event;

                  (ii)     an estimate of its likely duration;

                  (iii)    the obligations affected by it and the extent of its
                           effect on those obligations; and

                  (iv)     the steps taken to rectify it; and

         (b)      the obligations under this document of the party giving the
                  notice are suspended to the extent to which they are affected
                  by the Force Majeure Event as long as the Force Majeure Event
                  continues.

12.2     EFFORT TO OVERCOME

         A party claiming a Force Majeure Event must use its best endeavours to
         remove, overcome or minimise the effects of that Force Majeure Event as
         quickly as possible. However, this does not require a party to settle
         any industrial dispute in any way it does not want to.

12.3     TERMINATION

         If a Force Majeure Event occurs for more than 30 days, any party may
         terminate this document by giving at least 21 days notice to the other
         parties.

13.      NOTICES

         (a)      A notice, consent or other communication under this document
                  is only effective if it is in writing, signed and either left
                  at the addressee's address or sent to the addressee by mail or
                  fax. If it is sent by mail, it is taken to have been received
                  3 working days after it is posted. If it is sent by fax, it is
                  taken to have been received when the addressee actually
                  receives it in full and in legible form.

                                                                             18.



         (b)      A person's address and fax number are those set out below, or
                  as the person notifies the sender:

                  NOVOGEN
                  Address:        140 Wicks Road, North Ryde, NSW 2113 AUSTRALIA
                  Fax number:     Int + 612 9878 0055
                  Attention:      Managing Director

                  MEI
                  Address:        140 Wicks Road, North Ryde, NSW 2113 AUSTRALIA
                  Fax number:     Int + 612 9878 0055
                  Attention:      President

                  MEPL
                  Address:        140 Wicks Road, North Ryde, NSW 2113 AUSTRALIA
                  Fax number:     Int + 612 9878 0055
                  Attention:      Managing Director

14.      AMENDMENT AND ASSIGNMENT

14.1     AMENDMENT

         This document can only be amended, supplemented, replaced or novated by
         another document signed by the parties.

14.2     ASSIGNMENT

         A party may only dispose of, declare a trust over or otherwise create
         an interest in its rights under this document with the consent of each
         other party.

15.      GENERAL

15.1     GOVERNING LAW

         (a)      This document is governed by the law in force in New South
                  Wales.

         (b)      Each party submits to the non-exclusive jurisdiction of the
                  courts exercising jurisdiction in New South Wales, and any
                  court that may hear appeals from any of those courts, for any
                  proceedings in connection with this document, and waives any
                  right it might have to claim that those courts are an
                  inconvenient forum.

15.2     LIABILITY FOR EXPENSES

         Each party must pay its own expenses incurred in negotiating,
         executing, stamping and registering this document.

15.3     GIVING EFFECT TO THIS DOCUMENT

         Each party must do anything (including execute any document), and must
         ensure that its employees and agents do anything (including execute any
         document), that the other party may reasonably require to give full
         effect to this document.

                                                                             19.



15.4     WAIVER OF RIGHTS

         A right may only be waived in writing, signed by the party giving the
         waiver, and:

         (a)      no other conduct of a party (including a failure to exercise,
                  or delay in exercising, the right) operates as a waiver of the
                  right or otherwise prevents the exercise of the right;

         (b)      a waiver of a right on one or more occasions does not operate
                  as a waiver of that right if it arises again; and

         (c)      the exercise of a right does not prevent any further exercise
                  of that right or of any other right.

15.5     OPERATION OF THIS DOCUMENT

         (a)      This document contains the entire agreement between the
                  parties about its subject matter. Any previous understanding,
                  agreement, representation or warranty relating to that subject
                  matter is replaced by this document and has no further effect.

         (b)      Any right that a person may have under this document is in
                  addition to, and does not replace or limit, any other right
                  that the person may have.

         (c)      Any provision of this document which is unenforceable or
                  partly unenforceable is, where possible, to be severed to the
                  extent necessary to make this document enforceable, unless
                  this would materially change the intended effect of this
                  document.

15.6     CONSENTS

         Where this document contemplates that either party may agree or consent
         to something (however it is described), that party may:

         (a)      agree or consent, or not agree or consent, in its absolute
                  discretion; and

         (b)      agree or consent subject to conditions,

         unless this document expressly contemplates otherwise.

15.7     EXCLUSION OF CONTRARY LEGISLATION

         Any legislation that adversely affects an obligation of a party, or the
         exercise by a party of a right or remedy, under or relating to this
         document is excluded to the full extent permitted by law.

15.8     COUNTERPARTS

         This document may be executed in counterparts.

                                                                             20.



                                   SCHEDULE 1

                        CALCULATION OF FEES FOR SERVICES

The fees payable by MEI and MEPL to Novogen for Services provided to MEI or MEPL
(as the case may be) shall be determined as follows:

1.       Within 14 days of the beginning of each financial year during the Term,
         Novogen shall prepare and provide to each of MEI and MEPL, a budget
         estimate for the following financial year having regard to:

         (a)      the time spent by the employees and consultants of Novogen in
                  the previous financial year in the provision of Services to
                  MEI and MEPL under this document; and

         (b)      any considerations of which it is aware which are likely to
                  influence the time spent by the employees and consultants of
                  Novogen in the following financial year in the provision of
                  Services to MEI and MEPL under this document.

2.       Each budget estimate prepared under paragraph 1 shall contain for each
         of MEI and MEPL:

         (a)      a list of all employees and consultants who Novogen expects
                  will provide Services during the financial year, together with
                  their positions, and the salaries, consultancy fees or other
                  remuneration payable by Novogen to those employees and
                  consultants for that financial year;

         (b)      the allocated on-costs attributable to each person listed in
                  paragraph (a), including fringe benefits tax, payroll tax,
                  workers compensation insurance, superannuation charges and
                  holiday and sick pay;

         (c)      the percentage of time Novogen expects each person listed in
                  paragraph (a) to spend on the provision of Services under this
                  document for the following financial year;

         (d)      the sum of the percentages for each person in paragraph (c)
                  multiplied by the costs and charges for that person in
                  paragraphs (a) and (b);

         (e)      a premises rental charge based on the floor space within
                  Novogen's premises attributable to each person listed in
                  paragraph (a);

         (f)      a general asset usage charge calculated on the basis of
                  depreciation, amortisation and repairs and maintenance of
                  Novogen's general assets used by each person listed in
                  paragraph (a);

         (g)      a general overheads charge based on all other general
                  outgoings in the operation of Novogen's business attributable
                  to each person listed in paragraph (a);

                                                                             21.



         (h)      a direct asset usage charge in relation to non-production
                  assets directly attributable to the businesses of MEI or MEPL
                  (as the case may be), calculated on the basis of depreciation,
                  amortisation and repairs and maintenance of those assets; and

         (i)      calculations of the budget estimate of fees payable by MEI and
                  MEPL for Services in the following financial year, being the
                  sum of:

                  (i)      the figure in paragraph (d);

                  (ii)     the figures in paragraphs (e), (f), (g) and (h); and

                  (iii)    an additional 10% of those figures.

3.       Within 14 days of receipt of a budget estimate under paragraph 1, MEI
         and MEPL shall either accept the budget estimate provided by Novogen
         under paragraph 1 or respond to Novogen with a revised budget estimate
         having regard to the assumptions and calculations in the estimate
         provided by Novogen.

4.       Within 7 days of receipt by Novogen of any revised budget estimate
         under paragraph 3, the parties shall negotiate in good faith to reach
         agreement on a budget estimate.

5.       The budget estimate accepted by MEI under paragraph 3 or agreed under
         paragraph 4 shall become the agreed budget for the following financial
         year and shall be attached to this document as Annexure A.

6.       The fees payable by MEI to Novogen per month in consideration of the
         performance of the Services shall be one twelfth of the budget set out
         in Annexure A.

7.       The budget estimate accepted by MEPL under paragraph 3 or agreed under
         paragraph 4 shall become the agreed budget for the following financial
         year and shall be attached to this document as Annexure B.

8.       The fees payable by MEPL to Novogen per month in consideration of the
         performance of the Services shall be one twelfth of the budget set out
         in Annexure B.

                                                                             22.



EXECUTED as an agreement.

EXECUTED by NOVOGEN LIMITED:

/s/ Christopher Naughton                  /s/ Ronald Lea Erratt
- ------------------------------------      --------------------------------------
Signature of director                     Signature of director/secretary

Christopher Naughton                          Ronald Lea Erratt
- ------------------------------------      --------------------------------------
Name                                      Name

EXECUTED by MARSHALL EDWARDS, INC.:

/s/ Christopher Naughton                  /s/ David Seaton
- ------------------------------------      --------------------------------------
Signature of director                     Signature of director/secretary

Christopher Naughton                          David Seaton
- ------------------------------------      --------------------------------------
Name                                      Name

EXECUTED by MARSHALL EDWARDS
PTY LIMITED:

/s/ Christopher Naughton                  /s/ David Seaton
- ------------------------------------      --------------------------------------
Signature of director                     Signature of director/secretary

Christopher Naughton                      David Seaton
- ------------------------------------      --------------------------------------
Name                                      Name

                                                                             23.



                                   ANNEXURE A

                                MEI AGREED BUDGET

                                                                             24.



                                   ANNEXURE B

                               MEPL AGREED BUDGET

                                                                             25.

                                                                    Exhibit 10.5

                                                            BLAKE DAWSON WALDRON
                                                                  LAWYERS



                             GUARANTEE AND INDEMNITY

                             MARSHALL EDWARDS, INC.

                          MARSHALL EDWARDS PTY LIMITED

                                 NOVOGEN LIMITED

                               ABN 37 063 259 754

                          NOVOGEN RESEARCH PTY LIMITED

                               ABN 87 060 202 931

                        NOVOGEN LABORATORIES PTY LIMITED

                               ABN 42 002 489 947


1-LO/200637.3


                              Level 41
                     225 George Street
                     SYDNEY  NSW  2000
            Telephone: +61 2 9258 6000
                  Fax: +61 2 9258 6999     [EXECUTION DATE]
                                           REF:  SJD.BLM.02-1308-9508

                          (C) BLAKE DAWSON WALDRON 2002

                                    CONTENTS


                                                                  
1.    INTERPRETATION ................................................     1

      1.1   Definitions .............................................     1
      1.2   Rules for interpreting this document ....................     4
      1.3   Multiple parties ........................................     5

2.    GUARANTEE .....................................................     5

      2.1   Consideration ...........................................     5
      2.2   Obligations guaranteed ..................................     5
      2.3   Consequences of defaults ................................     5
      2.4   Nature of obligations and enforcement ...................     6
      2.5   Preservation of obligations .............................     6
      2.6   Continuity ..............................................     8
      2.7   Limitations on Guarantor Party's rights .................     9
      2.8   No marshalling ..........................................     9
      2.9   Effect of Insolvency Event ..............................    10
      2.10  Guarantee Parties not liable ............................    11

3.    INDEMNITY IN RESPECT OF THE GUARANTEED OBLIGATIONS ............    11

      3.1   Indemnity ...............................................    11
      3.2   Application of the indemnity ............................    11

4.    DEFAULT INTEREST ..............................................    11

      4.1   Guarantor party must pay interest .......................    11
      4.2   Interest after judgment .................................    12
      4.3   Accrual and calculation of interest .....................    12

5.    PAYMENTS ......................................................    12

      5.1   How payments must be made ...............................    12
      5.2   Deductions and withholdings .............................    12

6.    REPRESENTATIONS AND WARRANTIES ................................    13

      6.1   Representations and warranties ..........................    13
      6.2   Reliance on representations and warranties ..............    14
      6.3   Novogen Companies have no duty to disclose ..............    14

7.    UNDERTAKINGS ..................................................    14


8.    GENERAL INDEMNITY .............................................    15


9.    NOTICES .......................................................    15



                                                                  
10.   AMENDMENT AND ASSIGNMENT ......................................    16

      10.1  Amendment ...............................................    16
      10.2  Assignment ..............................................    16

11.   GENERAL .......................................................    16

      11.1  Governing law ...........................................    16
      11.2  Giving effect to this document ..........................    17
      11.3  Waiver of rights ........................................    17
      11.4  Operation of this document ..............................    17
      11.5  Operation of indemnities ................................    17
      11.6  Statements by the Guarantee Parties .....................    18
      11.7  Counterparts ............................................    18



                                                                             ii.

                             GUARANTEE AND INDEMNITY

DATE 16 MAY 2002

PARTIES

      MARSHALL EDWARDS, INC., a company incorporated under the laws of
      Delaware, United States of America, c/- The Corporation Trust Company,
      Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware, USA
      ("MEI")

      MARSHALL EDWARDS PTY LIMITED CAN 099 665 675 whose registered office is
      situated at 140 Wicks Road, North Ryde, NSW 2113, Australia ("MEPL")

      NOVOGEN LIMITED ABN 37 063 259 754 ("NOVOGEN LIMITED")

      NOVOGEN RESEARCH PTY LIMITED ABN 87 060 202 931 ("NOVOGEN RESEARCH")

      NOVOGEN LABORATORIES PTY LIMITED ABN 42 002 489 947 ("NOVOGEN
      LABORATORIES")

RECITAL

MEI considers that it will benefit commercially by entering into this document.

OPERATIVE PROVISIONS

1.    INTERPRETATION

1.1   DEFINITIONS

      The following definitions apply in this document.

      "AUTHORISATION" means:

      (a)   an authorisation, consent, declaration, exemption, notarisation or
            waiver, however it is described; and

      (b)   in relation to anything that could be prohibited or restricted by
            law if a Government Agency acts in any way within a specified
            period, the expiry of that period without that action being taken,

      including any renewal or amendment.

      "CORPORATIONS ACT" means the Corporations Act 2001 (Cth).

      "DEFAULT RATE" means, in relation to an amount which has not been paid to
      a party, a rate equal to the sum of that party's cost of funding the
      amount (if that party were to borrow that amount and as determined
      conclusively by that party) and 2% per annum.

      "ENCUMBRANCE" means a mortgage, charge, pledge, lien, hypothecation or
      title retention arrangement, a right of set-off or right to withhold
      payment of a deposit or other money, a notice under section 255 of the
      Income Tax Assessment Act 1936 (Cth), section 260-5 in schedule 1 to the
      Taxation Administration Act 1953 (Cth) or any similar legislation, or an

      easement, restrictive covenant, caveat or similar restriction over
      property, or an agreement to create any of them or to allow any of them to
      exist.

      "GUARANTEE" means a guarantee, indemnity, letter of credit, performance
      bond, acceptance or endorsement, or other undertaking or obligation:

      (a)   to provide funds (including by the purchase of property), or
            otherwise to make property available, in or to enable payment or
            discharge of;

      (b)   to indemnify against the consequences of default in the payment of;
            or

      (c)   otherwise to be responsible for,

      an obligation (whether or not it involves the payment of money), or
      otherwise to be responsible for the solvency or financial condition, of
      any other person.

      "GUARANTEED MONEY" means:

      (a)   all amounts (including damages) that are payable, owing but not
            payable, or that otherwise remain unpaid by MEPL to Novogen Research
            on any account at any time under or in connection with the Licence
            Agreement or any transaction contemplated by the Licence Agreement;

      (b)   all amounts (including damages) that are payable, owing but not
            payable, or that otherwise remain unpaid by MEPL to Novogen
            Laboratories on any account at any time under or in connection with
            the Manufacturing Licence and Supply Agreement or any transaction
            contemplated by the Manufacturing Licence and Supply Agreement, and

      (c)   all amounts (including damages) that are payable, owing but not
            payable, or that otherwise remain unpaid by MEPL to Novogen Limited
            on any account at any time under or in connection with the Services
            Agreement or any transaction contemplated by the Services Agreement,

      whether:

      (d)   present or future, actual or contingent;

      (e)   incurred alone, jointly, severally or jointly and severally;

      (f)   MEPL is liable on its own account or the account of, or as surety
            for, another person and without regard to the capacity in which MEPL
            is liable;

      (g)   due to the Novogen Companies alone or with another person;

      (h)   arising from a banker and customer relationship or any other
            relationship;

      (i)   originally contemplated by MEI, MEPL or the Novogen Companies or
            not; and

      (j)   the Novogen Companies are the original party in whose favour the
            undertakings in this document, the Licence Agreement or the
            Manufacturing Licence and


                                                                              2.

            Supply Agreement were given or an assignee and, if the Novogen
            Companies are assignee:

            (i)   whether or not MEI or MEPL consented to or knew of the
                  assignment;

            (ii)  no matter when the assignment occurred; and

            (iii) whether or not the entitlements of that original person were
                  assigned with this document.

      "MEI GUARANTEED OBLIGATIONS" means the obligations of MEPL to pay the
      Guaranteed Money and all its other obligations:

      (a)   to Novogen Research (monetary or non monetary, present or future,
            actual or contingent) arising under or in connection with the
            Licence Agreement;

      (b)   to Novogen Laboratories (monetary or non monetary, present or
            future, actual or contingent) arising under or in connection with
            the Manufacturing Licence and Supply Agreement;

      (c)   to Novogen Limited (monetary or non monetary, present or future,
            actual or contingent) arising under or in connection with the
            Services Agreement;

      "NOVOGEN GUARANTEED OBLIGATIONS" means the obligations of:

      (d)   Novogen Research (monetary or non-monetary, present or future,
            actual or contingent) to MEPL arising under or in connection with
            the Licence Agreement;

      (e)   Novogen Laboratories (monetary or non-monetary, present or future,
            actual or contingent) to MEPL arising under or in connection with
            the Manufacturing Licence and Supply Agreement; and

      "GUARANTEED OBLIGATIONS" means the MEI Guaranteed Obligations, and the
      Novogen Guaranteed Obligations collectively.

      "GUARANTEE PARTY" means the party in whose favour the Guarantor Party has
      granted the Guarantee pursuant to the terms of this document and
      "GUARANTEE PARTIES" shall be construed accordingly.

      "GUARANTOR PARTIES" means each of MEI and Novogen Limited and "GUARANTOR
      PARTY" means any one of them, as the case may be.

      "INSOLVENCY EVENT" means, for a person, being in liquidation or
      provisional liquidation or under administration, having a controller (as
      defined in the Corporations Act) or analogous person appointed to it or
      any of its property, being taken under section 459F(1) of the Corporations
      Act to have failed to comply with a statutory demand, being unable to pay
      its debts or otherwise insolvent, dying, ceasing to be of full legal
      capacity or otherwise becoming incapable of managing its own affairs for
      any reason, taking any step that could result in the person becoming an
      insolvent under administration (as defined in section 9 of the
      Corporations Act), entering into a compromise or arrangement with, or
      assignment for


                                                                              3.

      the benefit of, any of its members or creditors, or any analogous event,
      otherwise than in the course of a re-organisation, reconstruction,
      amalgamation or merger.

      "LICENCE AGREEMENT" means the document of that title between Novogen
      Research and MEPL, dated on or about the date of this document.

      "MANUFACTURING LICENCE AND SUPPLY AGREEMENT" means the agreement of that
      title between MEPL and Novogen Laboratories dated on or about the date of
      this document.

      "MEPL" means Marshall Edwards Pty Limited.

      "NOVOGEN COMPANIES" means each of Novogen Research, Novogen
      Laboratories and Novogen Limited.

      "NOVOGEN SUBSIDIARIES" means each of Novogen Research and Novogen
      Laboratories.

      "SERVICES AGREEMENT" means the document of that title between Novogen
      Limited, MEI and MEPL dated on or about the date of this document.

      "TAX" means a tax, levy, duty, charge, deduction or withholding, however
      it is described, that is imposed by law or by a Government Agency,
      together with any related interest, penalty, fine or other charge, other
      than one that is imposed on net income in any jurisdiction.

1.2   RULES FOR INTERPRETING THIS DOCUMENT

      Headings are for convenience only, and do not affect interpretation. The
      following rules also apply in interpreting this document, except where the
      context makes it clear that a rule is not intended to apply.

      (a)   A reference to:

            (i)   legislation (including subordinate legislation) is to that
                  legislation as amended, re-enacted or replaced, and includes
                  any subordinate legislation issued under it;

            (ii)  a document or agreement, or a provision of a document or
                  agreement, is to that document, agreement or provision as
                  amended, supplemented, replaced or novated;

            (iii) a party to this document or to any other document or agreement
                  includes a permitted substitute or a permitted assign of that
                  party;

            (iv)  a person includes any type of entity or body of persons,
                  whether or not it is incorporated or has a separate legal
                  identity, and any executor, administrator or successor in law
                  of the person; and

            (v)   anything (including a right, obligation or concept) includes
                  each part of it.

      (b)   A singular word includes the plural, and vice versa.


                                                                              4.

      (c)   A word which suggests one gender includes the other genders.

      (d)   If a word is defined, another part of speech has a corresponding
            meaning.

      (e)   If an example is given of anything (including a right, obligation or
            concept), such as by saying it includes something else, the example
            does not limit the scope of that thing.

      (f)   The word "AGREEMENT" includes an undertaking or other binding
            arrangement or understanding, whether or not in writing.

1.3   MULTIPLE PARTIES

      If a party to this document is made up of more than one person, or a term
      is used in this document to refer to more than one party:

      (a)   an obligation of those persons is joint and several;

      (b)   a right of those persons is held by each of them severally; and

      (c)   any other reference to that party or term is a reference to each of
            those persons separately, so that (for example) a representation,
            warranty or undertaking is given by each of them separately.

2.    GUARANTEE

2.1   CONSIDERATION

      Each Guarantor Party acknowledges that it has received valuable
      consideration for entering into this document.

2.2   OBLIGATIONS GUARANTEED

      MEI guarantees to the Novogen Companies the due and punctual:

      (a)   payment by MEPL of the Guaranteed Money; and

      (b)   performance by MEPL of the MEI Guaranteed Obligations.

      Novogen Limited guarantees to MEPL the due and punctual:

      (c)   performance by the Novogen Subsidiaries of the Novogen Guaranteed
            Obligations.

2.3   CONSEQUENCES OF DEFAULTS

      (a)   If MEPL defaults in the due and punctual payment of any Guaranteed
            Money, MEI must pay that money on demand to, or as directed by, the
            Novogen Companies.


                                                                              5.

      (b)   If MEPL defaults in the due and punctual performance of any MEI
            Guaranteed Obligation, MEI:

            (i)   must indemnify the Novogen Companies against all losses,
                  liabilities and expenses (including legal expenses on a full
                  indemnity basis) that the Novogen Companies incur (directly or
                  indirectly) as a result of that default; and

            (ii)  must pay the amount of those losses, liabilities and expenses
                  on demand to, or as directed by, the Novogen Companies.

      (c)   if any of the Novogen Subsidiaries defaults in the due and punctual
            performance of any Novogen Guaranteed Obligation, Novogen Limited:

            (i)   must indemnify MEPL against all losses, liabilities and
                  expenses (including legal expenses on a full indemnity basis)
                  that MEPL incurs (directly or indirectly) as a result of that
                  default; and

            (ii)  must pay the amount of those losses, liabilities and expenses
                  on demand to, or as directed by MEPL.

2.4   NATURE OF OBLIGATIONS AND ENFORCEMENT

      Each Guarantor Party's obligations in this document:

      (a)   are principal obligations, and not ancillary or collateral to any
            other right or obligation; and

      (b)   may be enforced against the Guarantor Parties without the Guarantee
            Parties first being required to:

            (i)   exhaust any remedy they may have against the Guarantor
                  Parties;

            (ii)  enforce any security they may hold relating to the Guaranteed
                  Obligations.

2.5   PRESERVATION OF OBLIGATIONS

      Each Guarantor Party's obligations in this document are absolute,
      unconditional and irrevocable. The liability of each Guarantor Party under
      this document extends to and is not affected by any circumstance, act or
      omission which, but for this clause 2.5, might otherwise affect it at law
      or in equity including:

      (a)   the grant of any time, waiver or other indulgence or concession;

      (b)   the discharge or release of MEPL, MEI, the Novogen Subsidiaries or
            any other person;

      (c)   any transaction or arrangement that may take place between MEPL, MEI
            the Novogen Companies, or any other person;


                                                                              6.

      (d)   the occurrence of an Insolvency Event in relation to MEPL, MEI, the
            Novogen Subsidiaries or any other person;

      (e)   the Guarantee Parties or any other person dealing or not dealing in
            any way with any other Guarantee, Encumbrance, document or
            agreement;

      (f)   the Guarantee Parties or any other person:

            (i)   exercising or not exercising any other Guarantee or
                  Encumbrance or any right or remedy conferred on them by law or
                  in equity or by any document or agreement; or

            (ii)  not recovering any money owing by MEPL or by the Novogen
                  Subsidiaries, as the case may be;

      (g)   any variation (including a variation which increases, or extends the
            duration of, the Guaranteed Money or the Guaranteed Obligations),
            replacement, extinguishment, unenforceability, failure, loss,
            abandonment or transfer of any document or agreement relating to the
            Guaranteed Obligations (including this document and any other
            Guarantee or Encumbrance held by the Guarantee Parties from any
            person at any time);

      (h)   the Guaranteed Obligations or the obligations of MEI or Novogen
            Limited or any other person under this document or any other
            document or agreement relating to the Guaranteed Obligations or this
            document (including any other Guarantee or Encumbrance) being or
            becoming illegal, void, voidable, unenforceable or disclaimed by a
            liquidator or trustee for creditors or in bankruptcy;

      (i)   the Novogen Companies not giving MEI notice of any default by MEPL
            or any other person;

      (j)   MEPL not giving Novogen Limited notice of any default by the Novogen
            Subsidiaries or any other person;

      (k)   the Guarantee Parties not disclosing any information to the
            Guarantor Parties;

      (l)   any representation made or information given by the Guarantee
            Parties to the Guarantor Parties;

      (m)   any change in the legal capacity, rights or obligations of, or other
            circumstance related to MEPL, MEI, the Novogen Companies or any
            other person;

      (n)   any legal limitation, disability, incapacity or other circumstance
            related to MEPL, MEI, the Novogen Companies or any other person;

      (o)   any invalidity or irregularity in the execution of this document or
            any deficiency in the powers of MEPL or MEI or the Novogen
            Companies;

      (p)   any assignment by the Novogen Companies, with or without the
            knowledge of MEPL or MEI; or any assignment by MEPL with or without
            the knowledge of the Novogen Companies;


                                                                              7.

      (q)   any obligation of MEPL or the Novogen Subsidiaries being discharged
            by operation of law;

      (r)   any person who was intended to be bound as a guarantor or surety in
            relation to the Guaranteed Obligations not becoming bound or ceasing
            to be bound;

      (s)   any laches, acquiescence, delay, act, omission or mistake on the
            part of, or suffered by, the Novogen Companies or by MEPL or by MEI
            or by any other person, in relation to this document or any other
            Guarantee, Encumbrance, document or agreement;

      (t)   the receipt by the Novogen Companies or any other person of any
            dividend or money after an Insolvency Event in relation to MEPL, MEI
            or any other person;

      (u)   the receipt by MEPL, MEI or any other person of any dividend or
            money after an Insolvency Event in relation to the Novogen Companies
            or any other person;

      (v)   any judgment or right which the Novogen Companies may have or
            exercise against MEPL, MEI or any other person;

      (w)   any judgment or right which MEPL or MEI may have or exercise against
            the Novogen Companies or any other person;

      (x)   the opening or operation of a new account by MEPL with the Novogen
            Companies or any other person or the opening or operation of a new
            account by the Novogen Companies with MEPL or any other person;

      (y)   the amendment of the constitution, trust deed or other constituent
            document of MEPL or MEI or the Novogen Companies;

      (z)   if MEPL or MEI or any of the Novogen Companies is a member of a
            partnership, firm, joint venture or association, any change in the
            structure, membership, name or business of that partnership, firm,
            joint venture or association;

      (aa)  if MEPL or MEI or any of the Novogen Companies is a trustee of a
            trust, any breach or variation of the terms of that trust; or

      (bb)  if MEI is a director or shareholder of MEPL, any change in that
            directorship or shareholding or if Novogen Limited is a director or
            shareholder of the Novogen Subsidiaries, any change in that
            directorship or shareholding.

2.6   CONTINUITY

      This document is a continuing security, and remains in full force until
      the Guaranteed Obligations have been irrevocably paid and performed in
      full despite any transaction or other thing (including a settlement of
      account or intervening payment).


                                                                              8.

2.7   LIMITATIONS ON GUARANTOR PARTY'S RIGHTS

      Until the Guaranteed Obligations have been irrevocably paid and performed
      in full, each Guarantor Party may not:

      (a)   in the case of MEI, share in any Guarantee, Encumbrance or money
            received or receivable by the Novogen Companies in relation to the
            MEI Guaranteed Obligations, or stand in the place of the Novogen
            Companies in relation to any Guarantee, Encumbrance or right to
            receive money;

      (b)   in the case of Novogen Limited, share in any Guarantee, Encumbrance
            or money received or receivable by MEI and/or MEPL in relation to
            the Novogen Guaranteed Obligations, or stand in the place of MEI
            and/or MEPL in relation to any Guarantee, Encumbrance or right to
            receive money;

      (c)   in the case of MEI, take any steps to enforce a right or claim
            against MEPL relating to any money paid by MEI to the Novogen
            Companies under this document;

      (d)   in the case of Novogen Limited, take any steps to enforce a right or
            claim against the Novogen Subsidiaries relating to any money paid by
            Novogen Limited to MEI under this document;

      (e)   in the case of MEI, have or exercise any rights as surety in
            competition with the Novogen Companies;

      (f)   in the case of Novogen Limited, have or exercise any rights as
            surely in competition with MEPL;

      (g)   receive, claim or have the benefit of any payment (including a
            payment under a Guarantee), distribution or Encumbrance from or on
            account of any person;

      (h)   in reduction of its liability under this document, raise a defence,
            set off or counterclaim available to itself, or a co-surety or
            co-indemnifier against the Guarantee Parties or claim a set off or
            make a counterclaim against the Guarantee Parties; or

      (i)   claim to be entitled by way of contribution, indemnity, subrogation,
            marshalling or otherwise to the benefit of any agreement or document
            to which the Guarantee Parties are a party.

2.8   NO MARSHALLING

      The Guarantee Parties are not under any obligation to marshal or
      appropriate in favour of the Guarantor Parties or to exercise, apply,
      perfect or recover any Encumbrance that the Guarantee Parties hold at any
      time or any funds or property that the Guarantee Parties may be entitled
      to receive or have a claim on.


                                                                              9.

2.9   EFFECT OF INSOLVENCY EVENT

      (a)   If MEPL is wound up or bankrupted, MEI irrevocably authorises the
            Novogen Companies and if the Novogen Subsidiaries are wound up or
            bankrupted, Novogen Limited irrevocably authorises MEI, to:

            (i)   prove for all money that the Guarantee Party has paid under
                  this document; and

            (ii)  retain and carry to a suspense account and appropriate at the
                  Guarantee Parties' discretion any dividends and other money
                  received in relation to the Guaranteed Money,

            until the Guaranteed Obligations have been irrevocably paid and
            performed in full. The Guarantee Parties are not obliged to do this.

      (b)   If an Insolvency Event has occurred in relation to MEPL or MEI or
            the Novogen Companies, any amount paid by MEPL or MEI or the Novogen
            Companies (as the case may be) within the preceding 6 months (the
            "RELEVANT PAYMENT") will only be applied against any Guaranteed
            Obligations if:

            (i)   The relevant Guarantee Party forms the opinion in good faith
                  (which will be conclusively binding on the Guarantor Party)
                  that it will not be required to pay the relevant payment to
                  any person under any law relating to bankruptcy, winding up or
                  the protection of creditors; or

            (ii)  a final judgment is given by a court of competent jurisdiction
                  in favour of the Guarantee Party that it is not required to
                  pay the relevant payment to any person under any law relating
                  to bankruptcy, winding up or the protection of creditors.

      (c)   If an amount is applied against any Guaranteed Obligations and the
            Guarantee Party forms the opinion in good faith that it is obliged
            to pay the relevant payment to any person under any law relating to
            bankruptcy, winding up or the protection of creditors:

            (i)   the Guarantee Party's rights are to be reinstated and will be
                  the same in relation to that amount as if the application, or
                  the payment or transaction giving rise to it, had not been
                  made; and

            (ii)  the Guarantor Party must immediately do anything (including
                  the signing of documents) required by the relevant Guarantee
                  Party to restore to the Guarantee Party any Guarantee or
                  Encumbrance to which it was entitled immediately before that
                  application or the payment or transaction giving rise to it.

      (d)   Any discharge or release between a Guarantee Party and a Guarantor
            Party is subject to reinstatement of the Guarantee Party's rights
            under this subclause.


                                                                             10.

2.10  GUARANTEE PARTIES NOT LIABLE

      The Guarantee Parties are not liable for any loss suffered by the
      Guarantor Parties as a direct or indirect result of:

      (a)   the Guarantee Parties' exercise or attempted exercise of, or failure
            to exercise, any of their rights contained in this document; or

      (b)   any release or dealing with any other Guarantee or Encumbrance
            (including any prejudice to or loss of the Guarantee Parties' rights
            of subrogation).

3.    INDEMNITY IN RESPECT OF THE GUARANTEED OBLIGATIONS

3.1   INDEMNITY

      For the consideration mentioned in clause 2.1, the Guarantor Parties must
      unconditionally indemnify the Guarantee Parties against, and must pay the
      Guarantee Parties on demand the amount of, any loss that the Guarantee
      Parties may suffer because:

      (a)   the Guaranteed Obligations are unenforceable; or

      (b)   in the case of the Novogen Companies, the Guaranteed Money is not
            recoverable from MEPL or is repaid or restored after it has been
            recovered,

      including the amount of any Guaranteed Money (or any money which, if
      recoverable, would have formed part of the Guaranteed Money) that is not
      or may not be recoverable.

3.2   APPLICATION OF THE INDEMNITY

      The indemnity in clause 3.1 extends to any money that is not recoverable:

      (a)   because of any legal limitation, disability or incapacity of or
            affecting MEPL or the Novogen Subsidiaries (as the case may be) or
            any other person;

      (b)   because any transaction relating to that money was void, illegal,
            voidable or unenforceable;

      (c)   whether or not the Guarantee Parties knew or should have known any
            of the relevant matters or facts; and because of any fact or
            circumstance.

4.    DEFAULT INTEREST

4.1   GUARANTOR PARTY MUST PAY INTEREST

      (a)   Each Guarantor Party must pay interest on each amount that is not
            paid when due from (and including) the day on which it falls due to
            (but excluding) the day on which it is paid in full, at the rate
            calculated in accordance with paragraph (b). This interest must be
            paid on demand.


                                                                             11.

      (b)   Interest on an unpaid amount accrues each day at the Default Rate,
            and is capitalised (if not paid) every 7 days.

      (c)   This subclause 4.1 does not affect each Guarantor Party's obligation
            to pay each amount under this document when it is due.

4.2   INTEREST AFTER JUDGMENT

      If a liability of a Guarantor Party becomes merged in a judgment or order,
      the Guarantor Party, as an independent obligation, must pay interest on
      the amount of that liability, from (and including) the date of the
      judgment or order until it is paid in full, at the higher of the rate that
      applies under the judgment or order and the rate calculated in accordance
      with clause 4.1.

4.3   ACCRUAL AND CALCULATION OF INTEREST

      Interest under this clause:

      (a)   accrues daily; and

      (b)   is calculated on the basis of the actual number of days on which
            interest has accrued and of a 365 day year.

5.    PAYMENTS

5.1   HOW PAYMENTS MUST BE MADE

      (a)   The Guarantor Parties must make each payment to the Guarantee
            Parties under this document by delivering an unendorsed bank cheque
            to the Guarantee Parties at the place, or by direct transfer of
            cleared funds to the credit of the account, that the Guarantee
            Parties nominate at least 1 Business Day before the payment is made.

      (b)   The Guarantor Parties must make each payment to the Guarantee
            Parties under this document without any set-off or counterclaim and
            (to the extent permitted by law) free and clear of, and without
            deduction or withholding for or on account of, any Taxes.

5.2   DEDUCTIONS AND WITHHOLDINGS

      If at any time an applicable law obliges a Guarantor Party to make a
      deduction or withholding in respect of Taxes from a payment to a Guarantee
      Party under this document, the Guarantor Party must:

      (a)   notify the Guarantee Party of the obligation promptly after the
            Guarantor Party becomes aware of it;

      (b)   ensure that the deduction or withholding does not exceed the minimum
            amount required by law;


                                                                             12.

      (c)   pay to the relevant Government Agency on time the full amount of the
            deduction or withholding and promptly deliver to the Guarantee Party
            a copy of any receipt, certificate or other proof of payment; and

      (d)   indemnify the Guarantee Party against the deduction or withholding
            by paying to the Guarantee Party, at the time that the payment to
            the Guarantee Party is due, an additional amount that ensures that,
            after the deduction or withholding is made, the Guarantee Party
            receives a net sum equal to the sum that it would have received if
            the deduction or withholding had not been made.

6.    REPRESENTATIONS AND WARRANTIES

6.1   REPRESENTATIONS AND WARRANTIES

      MEI represents and warrants to the Novogen Companies that:

      (a)   (STATUS) it is a company limited by shares incorporated under the
            laws of Delaware, United States of America;

      Novogen Limited represents and warrants to MEPL that

      (b)   (STATUS) it is a company limited by shares incorporated under the
            laws of the Commonwealth of Australia;

      Each Guarantor Party represents and warrants that:

      (c)   (POWER) it has full legal capacity and power to:

            (i)   own its property and to carry on its business; and

            (ii)  enter into this document and to carry out the transactions
                  that this document contemplates;

      (d)   (CORPORATE AUTHORITY) it has taken all corporate action that is
            necessary or desirable to authorise its entry into this document and
            its carrying out the transactions that this document contemplates;

      (e)   (AUTHORISATIONS) it holds each Authorisation that is necessary or
            desirable to:

            (i)   enable it to properly execute this document and to carry out
                  the transactions that this document contemplates;

            (ii)  ensure that this document is legal, valid, binding and
                  admissible in evidence; or

            (iii) enable it to properly carry on its business,

            and it is complying with any conditions to which any of these
            Authorisations is subject;

      (f)   (DOCUMENTS EFFECTIVE) this document constitutes its legal, valid and
            binding obligations, enforceable against it in accordance with its
            terms (except to the extent


                                                                             13.

            limited by equitable principles and laws affecting creditors' rights
            generally), subject to any necessary stamping or registration;

      (g)   (RANKING) its payment obligations under this document rank at least
            equally with all its other unsecured and unsubordinated payment
            obligations (whether present or future, actual or contingent), other
            than obligations that are mandatorily preferred by law;

      (h)   (NO CONTRAVENTION) neither its execution of this document nor the
            carrying out by it of the transactions that this document
            contemplates, does or will:

            (i)   contravene any law to which it or any of its property is
                  subject or any order of any Government Agency that is binding
                  on it or any of its property;

            (ii)  contravene any Authorisation;

            (iii) contravene any undertaking or instrument binding on it or any
                  of its property;

            (iv)  contravene its constitution; or

            (v)   require it to make any payment or delivery in respect of any
                  financial indebtedness before it would otherwise be obliged to
                  do so;

      (i)   (NO SECURITY) in the case of MEI, that it has not taken any
            Encumbrance from MEPL for or in consideration of assuming any of its
            obligations under this document and, in the case of Novogen Limited,
            that it has not taken any encumbrance from the Novogen Subsidiaries
            for or in consideration of assuming any of its obligations under
            this document.

6.2   RELIANCE ON REPRESENTATIONS AND WARRANTIES

      Each Guarantor Party acknowledges that the Guarantee Parties have executed
      this document and agreed to take part in the transactions that this
      document contemplates in reliance on the representations and warranties
      that are made in this clause.

6.3   NOVOGEN COMPANIES HAVE NO DUTY TO DISCLOSE

      Except as provided in this document, the Novogen Companies were not,
      before execution of this document by MEI, and are not in the future,
      liable to do anything (including disclosing any information to MEI)
      relating to MEPL's affairs or transactions with the Novogen Companies.

7.    UNDERTAKINGS

      MEI must:

      (a)   (MAINTAIN STATUS) maintain its status as a company limited by shares
            under the laws of Delaware, United States of America;

      Novogen Limited must


                                                                             14.

      (b)   maintain its status as a company limited by shares under the laws of
            the Commonwealth of Australia;

      Each Guarantor Party must:

      (c)   (COMPLY WITH LAW) comply with, and ensure that each of its
            subsidiaries complies with, all applicable law including by paying
            when due all Taxes for which it or any of its property is assessed
            or liable (except to the extent that these are being diligently
            contested in good faith and by appropriate proceedings and it or the
            relevant subsidiary has made adequate reserves for them);

      (d)   (HOLD AUTHORISATIONS) obtain and maintain each Authorisation that is
            necessary or desirable to:

            (i)   execute this document and to carry out the transactions that
                  this document contemplates;

            (ii)  ensure that this document is legal, valid, binding and
                  admissible in evidence; or

            (iii) enable it to properly carry on its business,

            and must comply with any conditions to which any of these
            Authorisations is subject;

      (e)   (NO ADMINISTRATOR) not appoint, and ensure that none of its
            subsidiaries appoints, an administrator without notice to the
            Guarantee Parties; and

      (f)   (NO SECURITY) in the case of MEI, not take any Encumbrance from MEPL
            and, in the case of Novogen Limited, not take any Encumbrance from
            the Novogen Subsidiaries, as the case may be, for or in
            consideration of assuming any of its obligations under this
            document.

8.    GENERAL INDEMNITY

      Each Guarantor Party must indemnify the Guarantee Parties against, and
      must pay the Guarantee Parties on demand the amount of, all losses,
      liabilities, expenses and Taxes incurred in connection with the
      administration, and any actual or attempted preservation or enforcement,
      of any rights under this document.

9.    NOTICES

      (a)   A notice, consent or other communication under this document is only
            effective if it is in writing, signed and either left at the
            addressee's address or sent to the addressee by mail or fax. If it
            is sent by mail, it is taken to have been received 3 working days
            after it is posted. If it is sent by fax, it is taken to have been
            received when the addressee actually receives it in full and in
            legible form.


                                                                             15.

      (b)   A person's address and fax number are those set out below, or as the
            person notifies the sender:


                           
            MEI
            Address:          140 Wicks Road, North Ryde NSW 2113 AUSTRALIA
            Fax number:       Int + 612 9878 0055
            Attention:        President

            MEPL
            Address:          140 Wicks Road, North Ryde NSW 2113 AUSTRALIA
            Fax number:       Int + 612 9878 0055
            Attention:        Managing Director

            NOVOGEN RESEARCH
            Address:          140 Wicks Road, North Ryde NSW 2113 AUSTRALIA
            Fax number:       Int + 612 9878 0055
            Attention:        Managing Director

            NOVOGEN LABORATORIES
            Address:          140 Wicks Road, North Ryde NSW 2113 AUSTRALIA
            Fax number:       Int + 612 9878 0055
            Attention:        Managing Director

            NOVOGEN LIMITED
            Address:          140 Wicks Road, North Ryde NSW 2113 AUSTRALIA
            Fax number:       Int + 612 9878 0055
            Attention:        Managing Director


10.   AMENDMENT AND ASSIGNMENT

10.1  AMENDMENT

      This document can only be amended, supplemented, replaced or novated by
      another document signed by the parties.

10.2  ASSIGNMENT

      (a)   Each Guarantor Party may only dispose of, declare a trust over or
            otherwise create an interest in its rights under this document with
            the consent of the relevant Guarantee Party.

11.   GENERAL

11.1  GOVERNING LAW

      (a)   This document is governed by the law in force in New South Wales.

      (b)   Each party submits to the non-exclusive jurisdiction of the courts
            exercising jurisdiction in New South Wales, and any court that may
            hear appeals from any of


                                                                             16.

            those courts, for any proceedings in connection with this document,
            and waives any right it might have to claim that those courts are an
            inconvenient forum.

11.2  GIVING EFFECT TO THIS DOCUMENT

      Each Guarantor Party must do anything (including execute any document),
      and must ensure that its employees and agents do anything (including
      execute any document), that the relevant Guarantee Party may reasonably
      require to give full effect to this document.

11.3  WAIVER OF RIGHTS

      A right may only be waived in writing, signed by the Guarantee Parties,
      and:

      (a)   no other conduct of the Guarantee Parties (including a failure to
            exercise, or delay in exercising, the right) operates as a waiver of
            the right or otherwise prevents the exercise of the right;

      (b)   a waiver of a right on one or more occasions does not operate as a
            waiver of that right if it arises again; and

      (c)   the exercise of a right does not prevent any further exercise of
            that right or of any other right.

11.4  OPERATION OF THIS DOCUMENT

      (a)   This document contains the entire agreement between the parties
            about its subject matter. Any previous understanding, agreement,
            representation or warranty relating to that subject matter is
            replaced by this document and has no further effect.

      (b)   Any right that the Guarantee Parties may have under this document is
            in addition to, and does not replace or limit, any other right that
            the Guarantee Parties may have.

      (c)   Any provision of this document which is unenforceable or partly
            unenforceable is, where possible, to be severed to the extent
            necessary to make this document enforceable, unless this would
            materially change the intended effect of this document.

11.5  OPERATION OF INDEMNITIES

      (a)   Each indemnity in this document survives the expiry or termination
            of this document.

      (b)   Each Guarantee Party may recover a payment under an indemnity in
            this document before it makes the payment in respect of which the
            indemnity is given.


                                                                             17.

11.6  STATEMENTS BY THE GUARANTEE PARTIES

      A statement by an authorised representative of the Guarantee Parties on
      any matter relating to this document (including any amount owing by the
      Guarantor Parties) is conclusive unless clearly wrong on its face.

11.7  COUNTERPARTS

      This document may be executed in counterparts.

EXECUTED as a deed.


                                         
EXECUTED by MARSHALL EDWARDS, INC.:

/s/ Christopher Naughton                    /s/ David Seaton
- -----------------------------------         -----------------------------------
Signature of director                       Signature of director/secretary

Christopher Naughton                        David Seaton
- -----------------------------------         -----------------------------------
Name                                        Name



EXECUTED by NOVOGEN RESEARCH PTY
LIMITED:

/s/ Christopher Naughton                    /s/ Ronald Erratt
- -----------------------------------         -----------------------------------
Signature of director                       Signature of director/secretary

Christopher Naughton                        Ronald Erratt
- -----------------------------------         -----------------------------------
Name                                        Name



EXECUTED by NOVOGEN LABORATORIES
PTY LIMITED:

/s/ Christopher Naughton                    /s/ Ronald Erratt
- -----------------------------------         -----------------------------------
Signature of director                       Signature of director/secretary

Christopher Naughton                        Ronald Erratt
- -----------------------------------         -----------------------------------
Name                                        Name



                                                                             18.


                                         
EXECUTED by MARSHALL EDWARDS PTY LTD

/s/  Chris Naughton                         /s/  David Seaton
- -----------------------------------         -----------------------------------
Signature of director                       Signature of director/secretary

Chris Naughton                              David Seaton
- -----------------------------------         -----------------------------------
Name                                        Name





EXECUTED by NOVOGEN LIMITED:

/s/  Chris Naughton                         /s/  Ronald Erratt
- -----------------------------------         -----------------------------------
Signature of director                       Signature of director/secretary

Chris Naughton                              Ronald Erratt
- -----------------------------------         -----------------------------------
Name                                        Name



                                                                             19.

                                                                    Exhibit 10.6

                                                 BLAKE DAWSON WALDRON
                                                        LAWYERS
                                                 --------------------




















                                  Rules of the
                              Marshall Edwards Inc
                               Share Option Plan

















                                       |
                                       |
                                       |
                                       | 26 March 2001
                                       |
                                       |
                                       |
                  Blake Dawson Waldron |
              Level 37 Grosvenor Place |
                     225 George Street |
                       SYDNEY NSW 2000 |
             Telephone: (02) 9258 6000 |
                   Fax: (02) 0259 6999 |
                          MM 111559948 | REF. SJD.JG.12846476
                         (C) BLAKE DAWSON WALDRON 2001





                                    CONTENTS

1.    INTERPRETATION AND OBJECT                                   1

      1.1   DEFINITIONS                                           1
      1.3   OBJECT OF PLAN                                        4

2.    ADMINISTRATION                                              4

      2.1   COMMITTEE'S AUTHORITY                                 4
      2.2   DETERMINATION OF ELIGIBILITY                          5
      2.3   DETERMINATION OF PRICE                                5
      2.4   DISPUTES                                              5
      2.5   DIRECTIONS FROM BOARD                                 5

3.    METHOD OF INVITATION                                        6

      3.1   INVITATIONS                                           6
      3.2   PARTICIPANT MAY APPLY                                 6

4.    APPLICATION FOR OPTIONS                                     7

      4.1   APPLICATION                                           7
      4.2   GRANT AND CERTIFICATE                                 7

5.    OPTION TO SUBSCRIBE                                         7

      5.1   EXERCISE                                              7
      5.2   NOTICE                                                7
      5.3   PAYMENT                                               8
      5.4   ALLOTMENT                                             8
      5.5   SHARE ALLOTTED UPON EXERCISE OF OPTION                8
      5.6   LAPSE                                                 8
      5.7   DEATH                                                 8
      5.8   TERMINATION OF EMPLOYMENT                             9
      5.9   BALANCE CERTIFICATE                                   9
      5.10  LISTING ON ASX                                        9
      5.11  NO ADDITIONAL RIGHTS                                  9

6.    ADJUSTMENTS                                                 9

      6.1   PARTICIPATION IN NEW ISSUES                           9
      6.2   NOTICE OF ENTITLEMENTS ISSUES                         9
      6.3   ADJUSTMENTS IN RESPECT OF A RIGHTS ISSUES            10
      6.4   PRO-RATA BONUS ISSUES                                10
      6.5   REORGANISATION OF CAPITAL                            10
      6.6   OTHER ADJUSTMENTS                                    10
      6.7   NOTICE OF ADJUSTMENT                                 10
      6.8   CUMULATIVE ADJUSTMENTS                               10
      6.9   ROUNDING                                             11

7.    DURATION OF THE PLAN                                       11



                                       ii

     7.1  DISCRETIONARY                                11
     7.2  SUSPENSION                                   11
     7.3  NO PREJUDICE                                 11

8.   AMENDMENT OF THE PLAN                             11

     8.1  BY THE COMMITTEE                             11
     8.2  LISTING RULES                                11

9.   NOTICES AND CORRESPONDENCE                        11

     9.1  TO THE COMPANY                               11
     9.2  TO A PARTICIPANT                             12

10.  TRANSFER OF THE OPTION                            12

11.  MISCELLANEOUS                                     12

     11.1 RIGHTS OF EMPLOYEES                          12
     11.2 GOVERNING LAW                                12

SCHEDULE 1                                             13



                              MARSHALL EDWARDS INC

              RULES OF THE MARSHALL EDWARDS INC SHARE OPTION PLAN

1.   INTERPRETATION AND OBJECT

1.1  DEFINITIONS

     In these Rules, the following definitions apply.

     ACCEPTANCE FORM means a form for the acceptance of the invitation made by
     the Committee to the Participant to participate in the Plan under clause
     3.1 in such form as is approved by the Committee from time to time;

     ASSOCIATED COMPANY means any entity that is, directly or indirectly through
     one or more intermediaries, controlled by, in control of, or under common
     control with, the Company.

     ASX means Australian Stock Exchange Limited.

     BOARD means the board of Directors of the Company from time to time.

     BUSINESS DAY means a day which is a "business day" for the purposes of the
     Listing Rules.

     CHANGE IN CONTROL shall be deemed to have occurred on:

     (a)   the date of the acquisition by any "person" (within the meaning of
           Section 13(d)(3) or 14(d)(2) of the Exchange Act), excluding the
           Company or Associated Company or any employee benefit plan sponsored
           by any of the foregoing, of beneficial ownership (within the meaning
           of Rule 13d-3 under the Exchange Act) of 50% or more of either (x)
           the then outstanding shares of common stock of the Company, or (y)
           the then outstanding voting securities entitled to vote generally in
           the election of Directors;

     (b)   the date the individuals who constitute the Board as of the effective
           date of the Plan (the "Incumbent Board) cease for any reason to
           constitute at least a majority of the members of the Board, provided
           that any individual becoming a Director subsequent to the effective
           date of the Plan whose election, or nomination for election by the
           Company's stockholders, was approved by a vote of at least a majority
           of the Directors then comprising the Incumbent Board (other than any
           individual whose nomination for election to Board membership was not
           endorsed by the Company's management prior to, or at the time of,
           such individual's initial nomination for election) shall be, for
           purposes of the Plan, considered as though such person were a member
           of the Incumbent Board; or

     (c)   the consummation of a merger, consolidation, recapitalization,
           reorganization, sale or disposition of all or a substantial portion
           of the Company's assets, a reverse stock split of outstanding voting
           securities, the issuance of shares of stock of the Company in
           connection with the acquisition of the stock or assets of another
           entity, provided, however, that a Change in Control shall not occur
           under this

                                       2.

           clause (c) if consummation of the transaction would result in more
           than 50% of the total voting power represented by the voting
           securities of the Company (or, if not the Company, the entity that
           succeeds to all or substantially all of the Company's business)
           outstanding immediately after such transaction being beneficially
           owned (within the meaning of Rule 136d-3 promulgated pursuant to the
           Exchange Act) by at least 75% of the holders of outstanding voting
           securities of the Company immediately prior to the transaction, with
           the voting power of each such continuing holder relative to other
           such continuing holders not substantially altered in the transaction.

     CHANGE IN CONTROL PERIOD means:

     (a)   in relation to a Change in Control which will result in the Company
           ceasing to exist as a legal entity, a period before the day on which
           the Change of Control will occur, as determined by the Committee; and

     (b)   in relation to any other Change in Control, the 20 Business Days
           after the day on which the Change in Control occurred.


     COMMITTEE means the Board or, if a committee is appointed by the Board as
     contemplated by clause 2.1, that committee.

     COMPANY means Marshall Edwards Inc.

     DIRECTOR means a member of the Board.

     EMPLOYEE means:

     (a)   an employee (which, for the avoidance of doubt, includes a part time
           employee) or director resident in Australia;

     (b)   a consultant or contractor engaged by the Company or a Related Body
           Corporate who is resident in Australia and who has:

           (i)   worked for the Company or a Related Body Corporate for more
                 than one year; and

           (ii)  has received 80% of their income in the preceding year from the
                 Company or the Related Body Corporate; or

     (c)   a director, employee, consultant or contractor of any entity in the
           Group resident anywhere other than Australia.

     EXCHANGE ACT means the United States Securities Exchange Act of 1934, as
     amended.

     EXERCISE CONDITION means, in respect of an Option, one or more conditions
     which must be met before the Option may be exercised.

     EXERCISE PERIOD means, in respect of an Option, each of:

     (a)   each day which is after the Vesting Period and before the end of the
           Option Period; and

                                       3.


     (b)   each Change in Control Period during the Option Period.

     EXERCISE PRICE means in respect of an Option, the subscription price on
     exercise of the Option determined in accordance with clauses 2.3 and 3.1 in
     relation to that Option (as adjusted under clause 6).

     GROUP means the Company and all Associated Companies and Related Bodies
     Corporate.

     HOLDER means in respect of an Option, the person registered as holder of
     the Option in the register of options maintained by the Company.

     LISTING RULES means the listing rules of ASX as they may apply to the
     Company from time to time.

     MARKET PRICE of a Share, in respect of a particular date, means, the price
     determined by the Committee to be the weighted average closing price of
     Shares sold on ASX on the 5 trading days immediately preceding that date
     (provided that if no Shares were sold on ASX during such 5 day period the
     Market Price of a Share shall be the amount determined by the Committee to
     be equal to the closing price of Shares sold on ASX on the last trading day
     on which Shares were traded).

     MINIMUM PRICE means $0.20 or such other amount as may be prescribed by the
     Listing Rules as the minimum exercise price for options.

     OPTION means an option to subscribe under the Plan for one fully paid Share
     (as adjusted under clause 6).

     OPTION CERTIFICATE means the certificate issued by the Company to a Holder
     in respect of an Option.

     OPTION PERIOD means, in respect of an Option, subject to clause 5.6, the
     period starting on the date on which the Company grants the Option and
     ending, unless another period is specified in the invitation made in
     relation to that Option under clause 3:

     (a)   on the fifth anniversary of that date; or

     (b)   at the end of any other period permitted by law that the Committee
           may from time to time determine for the purposes of this definition.

     PARTICIPANT means any Employee whom the Committee has decided under clause
     2.2 is eligible to participate in the Plan.

     PLAN means the Marshall Edwards Inc Share Option Plan established in
     accordance with these Rules.

     RECORD DATE has the meaning given to it by the Listing Rules.

     RELATED BODY CORPORATE has the meaning given to it in the Australian
     Corporations Law.

     SHARE means a share of common stock of the Company, par value $_ (as
     adjusted under clause 6).

                                       4.


      VESTING PERIOD means, in respect of an Option, the period of two years
      after the date of grant or another period determined by the Committee
      (either generally or in a particular case).

1.2   RULES FOR INTERPRETING THIS DOCUMENT

      Headings are for convenience only, and do not affect interpretation. The
      following Rules also apply in interpreting this document, except where the
      context makes it clear that a Rule is not intended to apply.

      (a)   A reference to:

            (i)   legislation (including subordinate legislation) is to that
                  legislation as amended, re-enacted or replaced, and includes
                  any subordinate legislation issued under it;

            (ii)  a document or agreement, or a provision of a document or
                  agreement, is to that document, agreement or provision as
                  amended, supplemented, replaced or novated;

            (iii) a person includes any type of entity or body of persons,
                  whether or not it is incorporated or has a separate legal
                  identity, and any executor, administrator or successor in law
                  of the person; and

            (iv)  anything (including a right, obligation or concept) includes
                  each part of it.

      (b)   A singular word includes the plural, and vice versa.

      (c)   A word which suggests one gender includes the other genders.

      (d)   If a word is defined, another part of speech has a corresponding
            meaning.

      (e)   If an example is given of anything (including a right, obligation or
            concept), such as by saying it includes something else, the example
            does not limit the scope of that thing.


      (f)   A reference to "DOLLARS" or "$" is to Australian currency.

1.3   OBJECT OF PLAN

      The object of the Plan is to assist in the recruitment, reward, retention
      and motivation of Employees.

2.    ADMINISTRATION

2.1   COMMITTEE'S AUTHORITY

      The Board or a committee properly appointed by the Board may manage and
      administer the Plan for the Company and the Committee has all powers
      necessary to do so.

                                       5.



2.2   DETERMINATION OF ELIGIBILITY

      The Committee may from time to time decide:

      (a)   that an Employee is eligible to participate in the Plan;

      (b)   (whether or not the Participant is already a Holder) the number of
            Options for which the Participant may at that time be invited to
            apply;

      (c)   the Exercise Conditions (if any) to be applicable to the Options for
            which the Participant may at that time be invited to apply.

      In making these determinations, the Committee must consider:

      (a)   the Employee's position with the Group and the services provided to
            the Group by the Employee;

      (b)   the Employee's record of employment or service with the Group;

      (c)   the Employee's potential contribution to the growth of the Group;
            and

      (d)   any other matters which tend to indicate the Employee's merit.

2.3   DETERMINATION OF PRICE

      When the Committee decides to invite a Participant to apply for an Option,
      it must, in its absolute discretion (but subject to clause 6), determine
      the Exercise Price per Share for that Option, but that price:

      (a)   unless the Committee otherwise determines either generally or in a
            particular case, must be at least equal to the Market Price of one
            Share at the date the Committee decides to invite the Participant to
            apply for the Option; and

      (b)   must not be less than the Minimum Price.

2.4   DISPUTES

      Any dispute or difference of any nature arising in relation to the Plan:

      (a)   must be referred to the Committee; and

      (b)   the Committee's decision on that dispute or difference is final and
            binding on the Company, the Participants and the Holders in all
            respects.

2.5   DIRECTION FROM BOARD

      The Board may at any time and from time to time:

      (a)   give directions to the Committee as to the manner of the exercise by
            the Committee of any of its discretions under these Rules or the
            Plan; and

      (b)   amend any of those directions,


                                       6.



      and where the Board has given such a direction, the Committee must
      exercise the relevant discretion in accordance with that direction.

3.    METHOD OF INVITATION

3.1   INVITATIONS

      The Committee may from time to time give a Participant notice inviting the
      Participant to apply for Options and must include with the invitation an
      Acceptance Form and specify in the invitation:

      (a)   the Participant;

      (b)   the number of Options for which the Participant is invited to apply;

      (c)   the amount payable (if any) by the Participant as consideration for
            the Options and the terms of its payment (which may include the
            circumstances in which the Company must refund some or all of that
            amount);

      (d)   the Exercise Price for each Option;

      (e)   the Vesting Period for each Option;

      (f)   the Option Period for each Option;

      (g)   the Exercise Conditions (if any) determined by the Committee to be
            applicable in respect of each Option;

      (h)   the closing date for applying for each Option;

      (i)   how the Company will during the Option Period, within a reasonable
            period of the Participant so requesting, make available to the
            Participant, the current market price of Shares; and

      (j)   how the Participant is to apply for the Option

      An invitation under this clause 3.1 may be on such terms, whether in
      addition to or inconsistent with the terms of the Plan, as the Committee
      may in its absolute discretion determine.

3.2   PARTICIPANT MAY APPLY

      Where a Participant receives an invitation under clause 3.1, the
      Participant may apply for the Options specified in the invitation.

                                       7.


4.       APPLICATION FOR OPTIONS

4.1      APPLICATION

         A Participant who wishes to apply for Options specified in an
         invitation made under clause 3 must on or before the closing date
         stated in the invitation (or any later date that the Company may allow
         either generally or in a particular case):

         (a)      do what is specified in the invitation in order to apply for
                  the Option; and

         (b)      execute the Acceptance Form, or arrange for the execution of
                  the Acceptance Form on the Participant's behalf and deliver it
                  to the Committee, and

         upon so accepting the Participant agrees to be bound by the Rules.

4.2      GRANT AND CERTIFICATE

         Upon receipt of a duly completed Acceptance Form, the Company must:

         (a)      grant the relevant Options to the Participant; and

         (b)      must issue to the Holder an Option Certificate in respect of
                  those Options.

5.       OPTION TO SUBSCRIBE

5.1      EXERCISE

         The Participant may exercise any Option granted to the Participant
         under clause 4.2 only:

         (a)      during an Exercise Period for the Option;

         (b)      by giving a notice and doing all the other things required by
                  clause 5.2 during that time; and

         (c)      if the Participant at the same time either:

                  (i)      exercises a number of Options so that the Company
                           will issue a minimum of a number of Shares or
                           multiple of a number that the Committee determines;
                           or

                  (ii)     exercises all the Options granted to the Participant
                           which the Participant is then entitled to exercise.

         The exercise of an Option does not prevent the exercise of any other
         Option.

5.2      NOTICE

         To exercise an Option the Participant must give a notice specifying
         that it exercises the Option to the Company accompanied by:

         (a)      the relevant Option Certificate; and

                                       8.



         (b)      payment by bank cheque or postal order in favour of the
                  Company of the full amount of the Exercise Price.

         Exercise of an Option is only effective when the Company receives full
         value for the full amount of the Exercise Price.

5.3      PAYMENT

         All payments of the Exercise Price for an Option must be made by bank
         cheque or postal order made out in favour of the Company.

5.4      ALLOTMENT

         As soon as practicable after the exercise of an Option becomes
         effective, but subject to any timetable requirements under the Listing
         Rules, the Company must allot and issue to the Participant the Shares
         the subject of the Option. However, no Shares shall be issued under the
         Plan unless and until all applicable legal requirements have been
         complied with to the satisfaction of the Committee. The Committee shall
         have the right to condition the exercise of any Option on the
         Participant's undertaking in writing to comply with applicable legal
         requirements.

5.5      SHARE ALLOTTED UPON EXERCISE OF OPTION

         The Shares allotted and issued following exercise of an Option, upon
         allotment rank equally in all respects (including as to dividends the
         entitlement to which is determined after the allotment) with those then
         issued fully paid Shares which arc entitled to participate in full in
         any dividend and are subject to the constitution of the Company.

5.6      LAPSE

         Each Option lapses:

         (a)      on exercise of the Option under clause 5.2;

         (b)      if the Option is not exercised under clause 5.2 during the
                  Option Period, at the end of the Option Period;

         (c)      except as provided in clauses 5.7 and 5.8, if the Participant
                  ceases to be an Employee during the Option Period;

         (d)      if the Committee becomes aware of circumstances which, in the
                  reasonable opinion of the Committee indicate that the
                  Participant has acted fraudulently, dishonestly or in a manner
                  which is in breach of his or her obligations to the Company or
                  any Associated Company and the Committee (in its absolute
                  discretion) determines that the Option lapses; or

         (e)      pursuant to clause 6, if so determined by the Committee.

5.7      DEATH

         If the Participant dies before the end of the Option Period, with the
         written approval of the Committee in its absolute discretion, the
         Option may (but only at a time permitted by the approval and in
         accordance with any conditions specified in the approval) be

                                       9.


         exercised by the legal personal representatives of the Participant in
         accordance with clause 5.1 and to the extent necessary for this to
         occur, the Option may be transferred to the legal personal
         representatives and does not lapse.

5.8      TERMINATION OF EMPLOYMENT

         If the Participant ceases to be an Employee before the end of the
         Option Period (other than by reason of the death of the Employee), the
         Committee may in its absolute discretion (on any conditions which it
         thinks fit) decide that the Option does not lapse under clause 5.6(c)
         but lapses at the time and subject to the conditions it may specify by
         notice to the Participant. In making a decision under this clause, the
         Committee may consider any relevant matter (including, without
         limitation, whether the Participant ceased to be an Employee by reason
         of retirement, ill-health, accident or redundancy).

5.9      BALANCE CERTIFICATE

         If the Participant exercises less than all of the Options referred to
         in an Option Certificate, the Committee must issue to the Holder an
         Option Certificate in respect of the Options not exercised at that
         time.

5.10     LISTING ON ASX

         The Shares to be issued to any Participant upon exercise of an Option
         will not be quoted on any stock exchange on which the Shares are quoted
         until the Option is exercised, at which time the Company must apply to
         ASX (and any other stock exchange on which the Shares are quoted),
         within 3 Business Days after the date of issue of the Shares, for, and
         will use its best endeavours to obtain, quotation for those Shares.

5.11     NO ADDITIONAL RIGHTS

         The Plan does not give a Participant any additional rights to
         compensation or damages as a result of the termination of employment or
         appointment.

6.       ADJUSTMENTS

6.1      PARTICIPATION IN NEW ISSUES

         The Holder of an Option may not participate in a new issue of
         securities by the Company unless the Holder exercises the Option and
         becomes the holder of Shares prior to the Record Date for that new
         issue of securities.

6.2      NOTICE OF ENTITLEMENTS ISSUES

         Where after the Vesting Period but during the Option Period of an
         Option, the Company makes a pro rata offer or invitation to holders of
         Shares of securities of the Company or any other entity, the Company
         must give the Holder notice not less than 9 Business Days before the
         Record Date to determine entitlements to receive that offer or
         invitation to enable the Holder to exercise the Option and receive that
         offer or invitation in respect of the Shares allotted on exercise of
         the Option.

                                      10.

6.3      ADJUSTMENTS IN RESPECT OF A RIGHTS ISSUES

         Where after the Vesting Period and before the end of the Option Period
         the Company gives holders of Shares the right (pro-rata with existing
         shareholdings) to subscribe for additional securities and the Option is
         not exercised as contemplated in clause 6.2, the Exercise Price of that
         Option after the issue of those securities is adjusted in accordance
         with the formula set out in schedule 1.

6.4      PRO-RATA BONUS ISSUES

         Where during the Option Period of an Option, the Company makes a
         pro-rata bonus issue to holders of Shares and the Option is not
         exercised before the Record Date to determine entitlements to that
         bonus issue, the number of securities to be issued on exercise of that
         Option is the number of Shares before that bonus issue plus the number
         of securities which would have been issued to the Holder if the Option
         had been exercised before that Record Date.

6.5      REORGANISATION OF CAPITAL

         Where during the Option Period in respect of an Option there is a
         reorganisation of the capital of the Company (including a subdivision
         or consolidation and a return or cancellation of capital):

         (a)      the Company must comply with the Listing Rules applying to a
                  reorganisation of capital at the time of the reorganisation;
                  and

         (b)      the rights of a Holder will be changed to the extent necessary
                  to comply with the Listing Rules applying to a reorganisation
                  of capital at the time of the reorganisation.

6.6      OTHER ADJUSTMENTS

         Where the Committee believes that another event has occurred which
         should result in an adjustment to the terms of an Option, but the
         adjustment is not permitted by the Listing Rules, the adjustment must
         not be made unless ASX waives compliance with the Listing Rules in
         respect of that adjustment and the adjustment 1s made in accordance
         with the terms of that waiver.

6.7      NOTICE OF ADJUSTMENT

         The Company must give notice to Holders of any adjustment to the
         number, description or terms of securities which are to be issued on
         exercise of an Option or to the Exercise Price in accordance with the
         applicable Listing Rules.

6.8      CUMULATIVE ADJUSTMENTS

         Each adjustment provided for in clauses 6.3 to 6.6 (inclusive) is to be
         made in respect of each Option granted and unexercised at the time the
         relevant clause applies on each occasion during the Option Period of
         the Option that the relevant clause applies.

                                      11.

6.9      ROUNDING

         Before an Option is exercised under clause 5.1, all adjustment
         calculations are to be carried out including all fractions (in relation
         to both the Shares and the Exercise Price of the Option), but on
         exercise the number of Shares issued is rounded down to the next lower
         whole number and the Exercise Price rounded up to the next higher cent.

7.       DURATION OF THE PLAN

7.1      DISCRETIONARY

         The Plan continues in operation until the Committee decides to
         terminate or discontinue it.

7.2      SUSPENSION

         The Committee may decide to suspend the operation of the Plan either
         for a fixed period or indefinitely and may also decide to end any
         period of suspension.

7.3      NO PREJUDICE

         Termination, discontinuation or suspension of the operation of the Plan
         for any reason, does not prejudice the accrued rights of Holders or
         Participants.

8.       AMENDMENT OF THE PLAN

8.1      BY THE COMMITTEE

         Subject to clause 8.2, the Committee may at any time and from time to
         time by resolution:

         (a)      amend all or any of these Rules or all or any of the rights or
                  obligations of the Participants or Holders or any of them; and

         (b)      formulate (and subsequently amend) special terms and
                  conditions, in addition to those set out in these Rules, to
                  apply to Participants employed in, resident in, or who are
                  citizens of, a particular jurisdiction.

8.2      LISTING RULES

         The Committee's exercise of its powers under clause 8.1 is subject to
         any restrictions or procedural requirements relating to the amendment
         of the terms of an employee incentive scheme or of issued options
         imposed by the Listing Rules applicable to the Plan or the Options, as
         the case may be, unless those restrictions or requirements are relaxed
         or waived by ASX or any of its delegates either generally or in a
         particular case or class of cases and either expressly or by
         implication.

9.       NOTICES AND CORRESPONDENCE

9.1      TO THE COMPANY

         Any notice required to be given by a Holder or Participant to the
         Company or the Committee or any correspondence from a Holder or
         Participant to the Company or the Committee in connection with the Plan
         must be in writing signed by (or on behalf of) the

                                      12.


         person giving it and must be given to the principal place of business
         of the Company or any other address of which the Company gives notice.

9.2      TO A PARTICIPANT

         Any notice required to be given by the Company or the Committee to a
         Holder or Participant or any correspondence from the Company or the
         Committee to a Holder or Participant in connection with the Plan must
         be in writing and must be given or made by a person authorised by the
         Committee on behalf of the Company or the Committee to the place of
         employment of the relevant person or to the last address of that person
         given to the Company.

10.      TRANSFER OF THE OPTION

         Each Option is personal to the Participant and is not transferable,
         transmissible, assignable or chargeable, except as provided by rule 5.7
         or with the prior written consent of the Committee.

11.      MISCELLANEOUS

11.1     RIGHTS OF EMPLOYEES

         This Plan does not form part of any contract of employment between the
         Company or any Associated Company and any Eligible Employee and does
         not confer directly or indirectly on an Eligible Employee any legal or
         equitable rights whatsoever (other than rights as a participant under
         the Plan) against the Company.

11.2     GOVERNING LAW

         The terms and conditions of this plan shall be governed by and
         construed in accordance with the laws for the time being in force in
         the [State of Delaware].

                                      13.



                                   SCHEDULE 1

O(1) = O - E [P - (S + D)]
             -------------
                 N + 1

where:

O(1) =   The new Exercise Price of the Option or the Minimum Price, whichever
         is the greater.

O =      The old Exercise Price of the Option.

E =      The number of Shares into which an Option is exercisable.

P =      The average closing price (excluding special crossings, overnight sales
         and exchange traded option exercises) on the Stock Exchange Automated
         Trading System provided for the trading of securities on ASX of Shares
         (weighted by reference to volume) during the 5 trading days before the
         ex rights date or ex entitlements date.

S =      The subscription price for one security under the rights or
         entitlements issue.

D =      The dividend due but not yet paid on existing Shares (except those to
         be issued under the rights or entitlements issue).

N =      Number of Shares with rights or entitlements that must be held to
         receive a right to one new security.

                                                                    EXHIBIT 10.7

                                                                       EXHIBIT A

                                 FORM OF WARRANT

                                 (NON-US PERSON)

THIS WARRANT AND THE SECURITIES ISSUABLE UPON THE EXERCISE OF THIS WARRANT HAVE
NOT BEEN REGISTERED UNDER THE US SECURITIES ACT OF 1933, AS AMENDED (THE
"SECURITIES ACT"), AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE
TRANSFERRED EXCEPT (1) IN AN OFFSHORE TRANSACTION MEETING THE REQUIREMENTS OF
RULE 903 AND RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, (2) PURSUANT TO
AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, OR (3) PURSUANT TO
AN AVAILABLE EXEMPTION TO THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AS
EVIDENCED BY AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY, IN EACH CASE IN
ACCORDANCE WITH ALL APPLICABLE STATE AND OTHER SECURITIES LAWS.

THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT
BEEN REGISTERED UNDER THE SECURITIES ACT. THIS WARRANT MAY NOT BE EXERCISED BY
OR ON BEHALF OF ANY US PERSONS AND MAY BE EXERCISED ONLY IN AN OFFSHORE
TRANSACTION, UNLESS REGISTERED UNDER THE SECURITIES ACT OR UNLESS AN EXEMPTION
FROM SUCH REGISTRATION IS AVAILABLE. ANY HEDGING TRANSACTIONS INVOLVING THIS
WARRANT OR THE SECURITIES WHICH MAY BE ACQUIRED UPON EXERCISE HEREOF MAY NOT BE
CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITIES ACT.

THE HOLDER HEREOF, BY PURCHASING THIS WARRANT, AGREES FOR THE BENEFIT OF THE
COMPANY TO THE FOREGOING RESTRICTIONS AND THAT IT IS NOT A US PERSON.

PRIOR TO INVESTING IN THIS WARRANT OR THE SECURITIES ISSUABLE UPON THE EXERCISE
OF THIS WARRANT OR CONDUCTING ANY TRANSACTIONS IN THIS WARRANT OR THE SECURITIES
ISSUABLE UPON THE EXERCISE OF THIS WARRANT, INVESTORS ARE ADVISED TO CONSULT
PROFESSIONAL ADVISERS REGARDING THE ABOVE RESTRICTIONS ON TRANSFER AND OTHER
RESTRICTIONS REFERRED TO IN THE CONFIDENTIAL PRIVATE PLACEMENT MEMORANDUM
RELATING TO THE SHARES DATED [APRIL 17], 2002.

MAY __, 2002                                                              NO. __
                             MARSHALL EDWARDS, INC.

             (INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE)

               WARRANT FOR THE PURCHASE OF SHARES OF COMMON STOCK

         FOR VALUE RECEIVED, MARSHALL EDWARDS, INC., a Delaware corporation (the
"Company"), hereby certifies that [_________] (the "Holder") is entitled,
subject to the provisions of this Warrant, to purchase from the Company, up to
[_______] fully paid and non-assessable shares of Common Stock at a price of
$4.00 per share (the "Exercise Price").



         The term "Common Stock" means the Common Stock, par value $.00000002
per share, of the Company. The number of shares of Common Stock to be received
upon the exercise of this Warrant may be adjusted from time to time as
hereinafter set forth. The shares of Common Stock deliverable upon such
exercise, and as adjusted from time to time, are hereinafter referred to as
"Warrant Shares." The term "Company" means and includes the corporation named
above as well as (1) any immediate or more remote successor corporation
resulting from the merger or consolidation of such corporation (or any immediate
or more remote successor corporation of such corporation) with another
corporation, or (ii) any corporation to which such corporation (or any immediate
or more remote successor corporation of such corporation) has transferred its
property or assets as an entirety or substantially as an entirety.

         Upon receipt by the Company of evidence reasonably satisfactory to it
of the loss, theft, destruction or mutilation of this Warrant, and (in the case
of loss, theft or destruction) of reasonably satisfactory indemnification, and
upon surrender and cancellation of this Warrant, if mutilated, the Company shall
execute and deliver a new Warrant of like tenor and date. Any such new Warrant
executed and delivered shall constitute an additional contractual obligation on
the part of the Company, whether or not this Warrant so lost, stolen, destroyed
or mutilated shall be at any time enforceable by anyone.

         The Holder agrees with the Company that this Warrant is issued, and all
the rights hereunder shall be held subject to, all of the conditions,
limitations and provisions set forth herein.

1.                EXERCISE OF WARRANT. This Warrant may be exercised, in whole
or in part, at any time, or from time to time during the period commencing on
the date hereof and expiring 5:00 p.m. Eastern Time on November 30, 2003 (the
"Expiration Date"), by presentation and surrender of this Warrant to the Company
at its principal office, or at the office of its stock transfer agent, if any,
with the Warrant Exercise Form attached hereto duly executed and accompanied by
payment (either in cash or by certified or official bank check, payable to the
order of the Company) of the Exercise Price for the number of shares specified
in such form and instruments of transfer, if appropriate, duly executed by the
Holder or his or her duly authorized attorney. If this Warrant should be
exercised in part only, the Company shall, upon surrender of this Warrant for
cancellation, execute and deliver a new Warrant of like terms evidencing the
rights of the Holder thereof to purchase the balance of the shares purchasable
hereunder. Upon receipt by the Company of this Warrant, together with the
Exercise Price, at its office, or by the stock transfer agent of the Company at
its office, in proper form for exercise, the Holder shall be deemed to be the
holder of record of the shares of Common Stock issuable upon such exercise,
notwithstanding that the stock transfer books of the Company shall then be
closed or that certificates representing such shares of Common Stock shall not
then be actually delivered to the Holder. The Holder shall pay any and all
documentary stamp or similar issue or transfer taxes payable in respect of the
issue or delivery of shares of Common Stock on exercise of this Warrant.

2.                RESERVATION OF SHARES. The Company will at all times reserve
for issuance and delivery upon exercise of this Warrant all shares of Common
Stock or other shares of capital stock of the Company from time to time issuable
upon exercise of this Warrant. All such shares



shall be duly authorized and, when issued upon such exercise, shall be validly
issued, fully paid and non-assessable and free of all preemptive rights.

3.                FRACTIONAL SHARES. No fractional shares or scrip representing
fractional shares shall be issued upon the exercise of this Warrant, but the
Company shall pay the Holder an amount equal to the fair market value of such
fractional share of Common Stock in lieu of each fraction of a share otherwise
called for upon any exercise of this Warrant. For purposes of this Warrant, the
fair market value of a share of Common Stock shall be determined as follows:

                  (a)      If the Common Stock is listed on a National
Securities Exchange or admitted to unlisted trading privileges on such exchange
or listed for trading on the Nasdaq system or the Alternative Investment Market
of the London Stock Exchange, the current market value shall be the last
reported sale price of the Common Stock on such exchange or system on the last
business day prior to the date of exercise of this Warrant or, if no such sale
is made on such day, the average of the closing bid and asked prices for such
day on such exchange or system; or

                  (b)      If the Common Stock is not so listed or admitted, the
current market shall be the average of the closing bid and asked prices as
quoted by the OTC Bulletin Board; or

                  (c)      If the Common Stock is not so listed or admitted to
unlisted trading privileges, the current market value shall be the mean of the
last reported bid and asked prices reported by the National Quotation Bureau,
Inc. on the last business day prior to the date of the exercise of this Warrant;
or

                  (d)      If the Common Stock is not so listed or admitted to
unlisted trading privileges and bid and asked prices are not so reported, the
current market value shall be an amount, not less than book value thereof as at
the end of the most recent fiscal year of the Company ending prior to the date
of the exercise of the Warrant, determined in such reasonable manner as may be
prescribed by the Board of Directors of the Company.

4.                EXCHANGE, TRANSFER, ASSIGNMENT OR LOSS OF WARRANT. This
Warrant is exchangeable, without expense, at the option of the Holder, upon
presentation and surrender hereof to the Company or at the office of its stock
transfer agent, if any, for other Warrants of different denominations, entitling
the Holder or Holders thereof to purchase in the aggregate the same number of
shares of Common Stock purchasable hereunder. Upon surrender of this Warrant to
the Company or at the office of its stock transfer agent, if any, with an
Assignment Form annexed hereto duly executed and funds sufficient to pay any
transfer tax, subject to the provisions of Sections 7 and 11 hereof, the Company
shall, without charge, execute and deliver a new Warrant in the name of the
assignee named in such instrument of assignment (and in the event of a partial
transfer, a new Warrant to the Holder for the portion of such Warrant not
transferred) and this Warrant shall promptly be cancelled. This Warrant may be
divided or combined with other Warrants that carry the same rights upon
presentation hereof at the office of the Company or at the office of its stock
transfer agent, if any, together with a written notice specifying the names and
denominations in which new Warrants are to be issued and signed by the Holder
hereof.



5.                RIGHTS OF THE HOLDER. The Holder shall not, by virtue hereof,
be entitled to any rights of a shareholder in the Company, either at law or in
equity, and the rights of the Holder are limited to those expressed in this
Warrant.

6.                ANTI-DILUTION PROVISIONS.

         6.1               Adjustment for Recapitalization, Reorganization,
Consolidation, Merger, Etc. In case (i) the outstanding shares of the Common
Stock shall be subdivided into a greater number of shares, (ii) a dividend or
other distribution in Common Stock shall be paid in respect of Common Stock,
(iii) the outstanding shares of Common Stock shall be combined into a smaller
number of shares thereof, or (iv) any shares of the Company's capital stock are
issued by reclassification of the Common Stock (including any reclassification
upon a consolidation or merger in which the Company is the continuing
corporation), the Exercise Price in effect immediately prior to such
subdivision, combination or reclassification or at the record date of such
dividend or distribution shall simultaneously with the effectiveness of such
subdivision, combination or reclassification or immediately after the record
date of such dividend or distribution be proportionately adjusted to equal the
product obtained by multiplying the Exercise Price by a fraction, the numerator
of which is the number of outstanding shares of Common Stock (on a fully diluted
basis) after giving effect to such combination, subdivision, reclassification or
dividend and the denominator of which is the number of outstanding shares of
Common Stock (on a fully diluted basis) outstanding immediately prior to such
combination, subdivision, reclassification or dividend.

         For purposes of this Warrant, "on a fully diluted basis" means that all
outstanding options, rights or Warrants to subscribe for shares of Common Stock
and all securities convertible into or exchangeable for shares of Common Stock
(such options, rights, Warrants and securities are collectively referred to
herein as "Convertible Securities") and all options or rights to acquire
Convertible Securities have been exercised, converted or exchanged.

         Whenever the Exercise Price per share is adjusted as provided in the
immediately preceding paragraph, the number of shares of Common Stock
purchasable upon conversion of the Warrant immediately prior to such Exercise
Price adjustment shall be adjusted, effective simultaneous with the Exercise
Price adjustment, to equal the product obtained (calculated to the nearest full
share) by multiplying such number of shares of Common Stock by a fraction, the
numerator of which is the Exercise Price per share in effect immediately prior
to such Exercise Price adjustment and the denominator of which is the Exercise
Price per share in effect upon such Exercise Price adjustment, which adjusted
number of shares of Common Stock shall thereupon be the number of shares of
Common Stock purchasable upon conversion of the Warrant until further adjusted
as provided herein.

         6.2                Adjustment for Reorganization, Consolidation,
Merger, Liquidation Etc. In case of any reorganization of the Company (or any
other corporation, the securities of which are at the time receivable on the
exercise of this Warrant) after the date hereof or in case after such date the
Company (or any such other corporation) shall consolidate with or merge into
another corporation or convey all or substantially all of its assets to another
corporation or liquidate, then, and in each such case, the Holder of this
Warrant upon the exercise thereof as provided in Section 1 at any time after the
consummation of such reorganization, consolidation,



merger, conveyance or liquidation, shall be entitled to receive, in lieu of the
securities and property receivable upon the exercise of this Warrant prior to
such consummation, the securities or property to which such Holder would have
been entitled upon such consummation if such Holder had exercised this Warrant
immediately prior thereto; in each such case, the terms of this Warrant shall be
applicable to the securities or property receivable upon the exercise of this
Warrant after such consummation.

         6.3               No Dilution. The Company will not, by amendment of
its Certificate of Incorporation or through reorganization, consolidation,
merger, dissolution, issue or sale of securities, sale of assets or any other
voluntary action, avoid or seek to avoid the observance or performance of any of
the terms of this Warrant, but will at all times in good faith assist in the
carrying out of all such terms and in the taking of all such action as may be
necessary or appropriate in order to protect the rights of the Holder of this
Warrant against dilution or other impairment. Without limiting the generality of
the foregoing, while this Warrant is outstanding, the Company (a) will not
permit the par value, if any, of the shares of Common Stock receivable upon the
exercise of this Warrant to be above the amount payable therefor upon such
exercise and (b) will take all such action as may be necessary or appropriate in
order that the Company may validly and legally issue or sell fully paid and
non-assessable shares of Common Stock upon the exercise of this Warrant.

         6.4               Certificate as to Adjustments. In each case of an
adjustment in the number of shares of Warrant Shares receivable on the exercise
of this Warrant, the Company at its expense will promptly compute such
adjustment in accordance with the terms of this Warrant and prepare a
certificate executed by an executive officer of the Company setting forth such
adjustment and showing in detail the facts upon which such adjustment is based.
The Company will forthwith mail a copy of each such certificate to the Holder.

         6.5               Notices of Record Date, Etc.  In case:

                  (a)      the Company shall take a record of the holders of its
Common Stock for the purpose of entitling them to receive any dividend (other
than a cash dividend at the same rate as the rate of the last cash dividend
theretofore paid) or other distribution, or any right to subscribe for, purchase
or otherwise acquire any shares of stock of any class or any other securities,
or to receive any other right; or

                  (b)      of any capital reorganization of the Company, any
reclassification of the capital stock of the Company, any consolidation or
merger of the Company with or into another corporation, or any conveyance of all
or substantially all of the assets of the Company to another corporation; or

                  (c)      of any voluntary or involuntary dissolution,
liquidation or winding up of the Company, then, and in each such case, the
Company shall mail or cause to be mailed to each Holder of the Warrant at the
time outstanding a notice specifying, as the case may be, (i) the date on which
a record is to be taken for the purpose of such dividend, distribution or right,
and stating the amount and character of such dividend, distribution or right, or
(ii) the date on which such reorganization, reclassification, consolidation,
merger, conveyance, dissolution, liquidation or winding up is to take place, and
the time, if any, is to be fixed, as to which the holders of


record of Common Stock (or such other securities at the time receivable upon the
exercise of the Warrant) shall be entitled to exchange their shares of Common
Stock (or such other securities) for securities or other property deliverable
upon such reorganization, reclassification, consolidation, merger, conveyance,
dissolution, liquidation or winding up. Such notice shall be mailed at least 20
days prior to the date therein specified and the Warrant may be exercised prior
to said date during the term of the Warrant.

7.                TRANSFER TO COMPLY WITH THE SECURITIES ACT. Notwithstanding
any other provision contained herein, this Warrant and any Warrant Shares have
not been and will not be registered under the Securities Act of 1933, as amended
(the "Securities Act"), or the securities laws of any state of the United States
and are therefore "restricted securities" within the meaning of Rule 144 under
the Securities Act. Accordingly, the Holder of this Warrant agrees that this
Warrant and the Warrant Shares may not be offered, sold, pledged or otherwise
transferred except (i) in an offshore transaction meeting the requirements of
Rule 903 and Rule 904 of Regulation S under the Securities Act, (ii) pursuant to
an effective registration statement under the Securities Act, or (iii) pursuant
to an available exemption from the registration requirements of the Securities
Act as evidenced by an opinion of counsel satisfactory to the Company, in each
case in accordance with all applicable State and other Securities Laws. The
Holder further agrees that this Warrant may not be exercised by or on behalf of
any US Persons and may be exercised only in an offshore transaction (as such
terms are defined in Regulation S), unless registered under the Securities Act
or unless an exemption from such registration is available, and that any hedging
transactions involving this Warrant or the Warrant Shares may not be conducted
unless in compliance with the Securities Act.

8.                LEGEND. Unless the shares of Warrant Shares have been
registered under the Securities Act, upon exercise of any of the Warrants and
the issuance of any of the shares of Warrant Shares, all certificates
representing such securities shall bear on the face thereof substantially the
following legend:

                  THE SHARES OF COMMON STOCK REPRESENTED BY THIS CERTIFICATE
                  HAVE NOT BEEN REGISTERED UNDER THE US SECURITIES ACT OF 1933,
                  AS AMENDED (THE "SECURITIES ACT"), AND MAY NOT BE OFFERED,
                  SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (1) IN AN
                  OFFSHORE TRANSACTION MEETING THE REQUIREMENTS OF RULE 903 AND
                  RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, (2)
                  PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE
                  SECURITIES ACT, OR (3) PURSUANT TO AN AVAILABLE EXEMPTION FROM
                  THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AS
                  EVIDENCED BY AN OPINION OF COUNSEL SATISFACTORY TO THE
                  COMPANY, IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE STATE
                  AND OTHER SECURITIES LAWS. HEDGING TRANSACTIONS INVOLVING THE
                  SHARES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE
                  SECURITIES ACT.



                  THE HOLDER HEREOF, BY PURCHASING THIS SECURITY, AGREES FOR THE
                  BENEFIT OF THE COMPANY TO THE FOREGOING RESTRICTIONS AND THAT
                  IT IS NOT A US PERSON.

                  PRIOR TO INVESTING IN THE SHARES OR CONDUCTING ANY
                  TRANSACTIONS IN THE SHARES, INVESTORS ARE ADVISED TO CONSULT
                  PROFESSIONAL ADVISERS REGARDING THE ABOVE RESTRICTIONS ON
                  TRANSFER AND OTHER RESTRICTIONS REFERRED TO IN THE
                  CONFIDENTIAL PRIVATE PLACEMENT MEMORANDUM RELATING TO THE
                  SHARES DATED [APRIL 17], 2002.

9.                NOTICES. All notices required hereunder shall be in writing
and shall be deemed given when delivered personally, by facsimile or overnight
delivery or within two days after mailing when mailed by certified or registered
mail, return receipt requested, to the Company at its principal office, or to
the Holder at the address set forth on the record books of the Company, or at
such other address of which the Company or the Holder has been advised by notice
hereunder.

10.               APPLICABLE LAW. The Warrant is issued under and shall for all
purposes be governed by and construed in accordance with the laws of the State
of Delaware, without giving effect to the choice of law rules thereof.

11.               SUCCESSORS AND ASSIGNS. This Warrant cannot be transferred or
assigned by the Holder without the prior written consent of the Company.

                          (SIGNATURE ON FOLLOWING PAGE)



         IN WITNESS HEREOF, the Company has caused this Warrant to be signed on
its behalf, in its corporate name, by its duly authorized officer, all as of the
day and year first above written.

                                             MARSHALL EDWARDS, INC.

                                             By: _______________________________
                                                 Name:
                                                 Title:



                              WARRANT EXERCISE FORM

The undersigned hereby irrevocably elects to exercise the rights contained
within the Warrant to the extent of purchasing ____________ shares of Common
Stock of Marshall Edwards, Inc., a Delaware corporation (the "Company"), and
hereby makes payment of $____________ in payment therefor. By its exercise
hereof, the undersigned confirms and agrees that (a) it is not a US Person (as
defined in Regulation S under the Securities Act of 1933,as amended) and is not
acting for the account or benefit of any US Person; and (b) it understands and
has complied and will comply with all applicable restrictions on the offer,
sale, pledge or other transfer of the shares of Common Stock of the Company as
set forth in the Warrant.

                                            ____________________________________
                                            Signature

                                            ____________________________________
                                            Signature, if jointly held

                                            ____________________________________
                                            Date

                                                                    EXHIBIT 10.8

                                                                       EXHIBIT A

                                 FORM OF WARRANT

                                   (US PERSON)

THIS WARRANT AND THE SECURITIES ISSUABLE UPON THE EXERCISE OF THIS WARRANT HAVE
NOT BEEN REGISTERED UNDER THE US SECURITIES ACT OF 1933, AS AMENDED (THE
"SECURITIES ACT"), AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE
TRANSFERRED EXCEPT (1) IN AN OFFSHORE TRANSACTION MEETING THE REQUIREMENTS OF
RULE 903 AND RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, (2) PURSUANT TO
AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, OR (3) PURSUANT TO
AN AVAILABLE EXEMPTION TO THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AS
EVIDENCED BY AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY, IN EACH CASE IN
ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS.

PRIOR TO INVESTING IN THIS WARRANT OR THE SECURITIES ISSUABLE UPON THE EXERCISE
OF THIS WARRANT OR CONDUCTING ANY TRANSACTIONS IN THIS WARRANT OR THE SECURITIES
ISSUABLE UPON THE EXERCISE OF THIS WARRANT, INVESTORS ARE ADVISED TO CONSULT
PROFESSIONAL ADVISERS REGARDING THE ABOVE RESTRICTIONS ON TRANSFER AND OTHER
RESTRICTIONS REFERRED TO IN THE CONFIDENTIAL PRIVATE PLACEMENT MEMORANDUM
RELATING TO THE SECURITIES DATED [APRIL 17], 2002.

MAY __, 2002                                                             NO. __

                             MARSHALL EDWARDS, INC.

             (INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE)

               WARRANT FOR THE PURCHASE OF SHARES OF COMMON STOCK

         FOR VALUE RECEIVED, MARSHALL EDWARDS, INC., a Delaware corporation (the
"Company"), hereby certifies that [_________] (the "Holder") is entitled,
subject to the provisions of this Warrant, to purchase from the Company, up to
[_______] fully paid and non-assessable shares of Common Stock at a price of
$4.00 per share (the "Exercise Price").

         The term "Common Stock" means the Common Stock, par value $.00000002
per share, of the Company. The number of shares of Common Stock to be received
upon the exercise of this Warrant may be adjusted from time to time as
hereinafter set forth. The shares of Common Stock deliverable upon such
exercise, and as adjusted from time to time, are hereinafter referred to as
"Warrant Shares." The term "Company" means and includes the corporation named
above as well as (1) any immediate or more remote successor corporation
resulting from the merger or consolidation of such corporation (or any immediate
or more remote successor corporation of such corporation) with another
corporation, or (ii) any corporation to which such corporation (or



any immediate or more remote successor corporation of such corporation) has
transferred its property or assets as an entirety or substantially as an
entirety.

         Upon receipt by the Company of evidence reasonably satisfactory to it
of the loss, theft, destruction or mutilation of this Warrant, and (in the case
of loss, theft or destruction) of reasonably satisfactory indemnification, and
upon surrender and cancellation of this Warrant, if mutilated, the Company shall
execute and deliver a new Warrant of like tenor and date. Any such new Warrant
executed and delivered shall constitute an additional contractual obligation on
the part of the Company, whether or not this Warrant so lost, stolen, destroyed
or mutilated shall be at any time enforceable by anyone.

         The Holder agrees with the Company that this Warrant is issued, and all
the rights hereunder shall be held subject to, all of the conditions,
limitations and provisions set forth herein.

1.                EXERCISE OF WARRANT. This Warrant may be exercised, in whole
or in part, at any time, or from time to time during the period commencing on
the date hereof and expiring 5:00 p.m. Eastern Time on November 30, 2003 (the
"Expiration Date"), by presentation and surrender of this Warrant to the Company
at its principal office, or at the office of its stock transfer agent, if any,
with the Warrant Exercise Form attached hereto duly executed and accompanied by
payment (either in cash or by certified or official bank check, payable to the
order of the Company) of the Exercise Price for the number of shares specified
in such form and instruments of transfer, if appropriate, duly executed by the
Holder or his or her duly authorized attorney. If this Warrant should be
exercised in part only, the Company shall, upon surrender of this Warrant for
cancellation, execute and deliver a new Warrant of like terms evidencing the
rights of the Holder thereof to purchase the balance of the shares purchasable
hereunder. Upon receipt by the Company of this Warrant, together with the
Exercise Price, at its office, or by the stock transfer agent of the Company at
its office, in proper form for exercise, the Holder shall be deemed to be the
holder of record of the shares of Common Stock issuable upon such exercise,
notwithstanding that the stock transfer books of the Company shall then be
closed or that certificates representing such shares of Common Stock shall not
then be actually delivered to the Holder. The Holder shall pay any and all
documentary stamp or similar issue or transfer taxes payable in respect of the
issue or delivery of shares of Common Stock on exercise of this Warrant.

2.                RESERVATION OF SHARES. The Company will at all times reserve
for issuance and delivery upon exercise of this Warrant all shares of Common
Stock or other shares of capital stock of the Company from time to time issuable
upon exercise of this Warrant. All such shares shall be duly authorized and,
when issued upon such exercise, shall be validly issued, fully paid and
non-assessable and free of all preemptive rights.

3.                FRACTIONAL SHARES. No fractional shares or scrip representing
fractional shares shall be issued upon the exercise of this Warrant, but the
Company shall pay the Holder an amount equal to the fair market value of such
fractional share of Common Stock in lieu of each fraction of a share otherwise
called for upon any exercise of this Warrant. For purposes of this Warrant, the
fair market value of a share of Common Stock shall be determined as follows:



                  (a)      If the Common Stock is listed on a National
Securities Exchange or admitted to unlisted trading privileges on such exchange
or listed for trading on the Nasdaq system or the Alternative Investment Market
of the London Stock Exchange, the current market value shall be the last
reported sale price of the Common Stock on such exchange or system on the last
business day prior to the date of exercise of this Warrant or, if no such sale
is made on such day, the average of the closing bid and asked prices for such
day on such exchange or system; or

                  (b)      If the Common Stock is not so listed or admitted, the
current market shall be the average of the closing bid and asked prices as
quoted by the OTC Bulletin Board; or

                  (c)      If the Common Stock is not so listed or admitted to
unlisted trading privileges, the current market value shall be the mean of the
last reported bid and asked prices reported by the National Quotation Bureau,
Inc. on the last business day prior to the date of the exercise of this Warrant;
or

                  (d)      If the Common Stock is not so listed or admitted to
unlisted trading privileges and bid and asked prices are not so reported, the
current market value shall be an amount, not less than book value thereof as at
the end of the most recent fiscal year of the Company ending prior to the date
of the exercise of the Warrant, determined in such reasonable manner as may be
prescribed by the Board of Directors of the Company.

4.       EXCHANGE, TRANSFER, ASSIGNMENT OR LOSS OF WARRANT. This Warrant is
exchangeable, without expense, at the option of the Holder, upon presentation
and surrender hereof to the Company or at the office of its stock transfer
agent, if any, for other Warrants of different denominations, entitling the
Holder or Holders thereof to purchase in the aggregate the same number of shares
of Common Stock purchasable hereunder. Upon surrender of this Warrant to the
Company or at the office of its stock transfer agent, if any, with an Assignment
Form annexed hereto duly executed and funds sufficient to pay any transfer tax,
subject to the provisions of Sections 7 and 11 hereof, the Company shall,
without charge, execute and deliver a new Warrant in the name of the assignee
named in such instrument of assignment (and in the event of a partial transfer,
a new Warrant to the Holder for the portion of such Warrant not transferred) and
this Warrant shall promptly be cancelled. This Warrant may be divided or
combined with other Warrants that carry the same rights upon presentation hereof
at the office of the Company or at the office of its stock transfer agent, if
any, together with a written notice specifying the names and denominations in
which new Warrants are to be issued and signed by the Holder hereof.

5.       RIGHTS OF THE HOLDER. The Holder shall not, by virtue hereof, be
entitled to any rights of a shareholder in the Company, either at law or in
equity, and the rights of the Holder are limited to those expressed in this
Warrant.

6.       ANTI-DILUTION PROVISIONS.

         6.1               Adjustment for Recapitalization, Reorganization,
Consolidation, Merger, Etc. In case (i) the outstanding shares of the Common
Stock shall be subdivided into a greater number of shares, (ii) a dividend or
other distribution in Common Stock shall be paid in respect



of Common Stock, (iii) the outstanding shares of Common Stock shall be combined
into a smaller number of shares thereof, or (iv) any shares of the Company's
capital stock are issued by reclassification of the Common Stock (including any
reclassification upon a consolidation or merger in which the Company is the
continuing corporation), the Exercise Price in effect immediately prior to such
subdivision, combination or reclassification or at the record date of such
dividend or distribution shall simultaneously with the effectiveness of such
subdivision, combination or reclassification or immediately after the record
date of such dividend or distribution be proportionately adjusted to equal the
product obtained by multiplying the Exercise Price by a fraction, the numerator
of which is the number of outstanding shares of Common Stock (on a fully diluted
basis) after giving effect to such combination, subdivision, reclassification or
dividend and the denominator of which is the number of outstanding shares of
Common Stock (on a fully diluted basis) outstanding immediately prior to such
combination, subdivision, reclassification or dividend.

         For purposes of this Warrant, "on a fully diluted basis" means that all
outstanding options, rights or Warrants to subscribe for shares of Common Stock
and all securities convertible into or exchangeable for shares of Common Stock
(such options, rights, Warrants and securities are collectively referred to
herein as "Convertible Securities") and all options or rights to acquire
Convertible Securities have been exercised, converted or exchanged.

         Whenever the Exercise Price per share is adjusted as provided in the
immediately preceding paragraph, the number of shares of Common Stock
purchasable upon conversion of the Warrant immediately prior to such Exercise
Price adjustment shall be adjusted, effective simultaneous with the Exercise
Price adjustment, to equal the product obtained (calculated to the nearest full
share) by multiplying such number of shares of Common Stock by a fraction, the
numerator of which is the Exercise Price per share in effect immediately prior
to such Exercise Price adjustment and the denominator of which is the Exercise
Price per share in effect upon such Exercise Price adjustment, which adjusted
number of shares of Common Stock shall thereupon be the number of shares of
Common Stock purchasable upon conversion of the Warrant until further adjusted
as provided herein.

         6.2               Adjustment for Reorganization, Consolidation, Merger,
Liquidation Etc. In case of any reorganization of the Company (or any other
corporation, the securities of which are at the time receivable on the exercise
of this Warrant) after the date hereof or in case after such date the Company
(or any such other corporation) shall consolidate with or merge into another
corporation or convey all or substantially all of its assets to another
corporation or liquidate, then, and in each such case, the Holder of this
Warrant upon the exercise thereof as provided in Section 1 at any time after the
consummation of such reorganization, consolidation, merger, conveyance or
liquidation, shall be entitled to receive, in lieu of the securities and
property receivable upon the exercise of this Warrant prior to such
consummation, the securities or property to which such Holder would have been
entitled upon such consummation if such Holder had exercised this Warrant
immediately prior thereto; in each such case, the terms of this Warrant shall be
applicable to the securities or property receivable upon the exercise of this
Warrant after such consummation.

         6.3               No Dilution. The Company will not, by amendment of
its Certificate of Incorporation or through reorganization, consolidation,
merger, dissolution, issue or sale of



securities, sale of assets or any other voluntary action, avoid or seek to avoid
the observance or performance of any of the terms of this Warrant, but will at
all times in good faith assist in the carrying out of all such terms and in the
taking of all such action as may be necessary or appropriate in order to protect
the rights of the Holder of this Warrant against dilution or other impairment.
Without limiting the generality of the foregoing, while this Warrant is
outstanding, the Company (a) will not permit the par value, if any, of the
shares of Common Stock receivable upon the exercise of this Warrant to be above
the amount payable therefor upon such exercise and (b) will take all such action
as may be necessary or appropriate in order that the Company may validly and
legally issue or sell fully paid and non-assessable shares of Common Stock upon
the exercise of this Warrant.

         6.4               Certificate as to Adjustments. In each case of an
adjustment in the number of shares of Warrant Shares receivable on the exercise
of this Warrant, the Company at its expense will promptly compute such
adjustment in accordance with the terms of this Warrant and prepare a
certificate executed by an executive officer of the Company setting forth such
adjustment and showing in detail the facts upon which such adjustment is based.
The Company will forthwith mail a copy of each such certificate to the Holder.

         6.5               Notices of Record Date, Etc. In case:

                  (a)      the Company shall take a record of the holders of its
Common Stock for the purpose of entitling them to receive any dividend (other
than a cash dividend at the same rate as the rate of the last cash dividend
theretofore paid) or other distribution, or any right to subscribe for, purchase
or otherwise acquire any shares of stock of any class or any other securities,
or to receive any other right; or

                  (b)      of any capital reorganization of the Company, any
reclassification of the capital stock of the Company, any consolidation or
merger of the Company with or into another corporation, or any conveyance of all
or substantially all of the assets of the Company to another corporation; or

                  (c)      of any voluntary or involuntary dissolution,
liquidation or winding up of the Company, then, and in each such case, the
Company shall mail or cause to be mailed to each Holder of the Warrant at the
time outstanding a notice specifying, as the case may be, (i) the date on which
a record is to be taken for the purpose of such dividend, distribution or right,
and stating the amount and character of such dividend, distribution or right, or
(ii) the date on which such reorganization, reclassification, consolidation,
merger, conveyance, dissolution, liquidation or winding up is to take place, and
the time, if any, is to be fixed, as to which the holders of record of Common
Stock (or such other securities at the time receivable upon the exercise of the
Warrant) shall be entitled to exchange their shares of Common Stock (or such
other securities) for securities or other property deliverable upon such
reorganization, reclassification, consolidation, merger, conveyance,
dissolution, liquidation or winding up. Such notice shall be mailed at least 20
days prior to the date therein specified and the Warrant may be exercised prior
to said date during the term of the Warrant.

7.                TRANSFER TO COMPLY WITH THE SECURITIES ACT. Notwithstanding
any other provision contained herein, this Warrant and any Warrant Shares have
not been and will not be



registered under the Securities Act of 1933, as amended (the "Securities Act")
or the securities laws of any state of the United States and are therefore
"restricted securities" within the meaning of Rule 144 under the Securities Act,
and that (A) can be offered, sold, pledged or otherwise transferred only (1) (a)
to a person who the seller reasonably believes is a Qualified Institutional
Buyer in a transaction meeting the requirements of Rule 144A under the
Securities Act, (b) in a transaction meeting the requirements of Rule 144 under
the Securities Act, (c) outside the United States to a non-US person in a
transaction meeting the requirements of Rule 903 and Rule 904 Rule 905 under the
Securities Act and in compliance with applicable local laws and regulations or
(d) in accordance with another exemption from the registration requirements of
the Securities Act (and based upon an opinion of counsel if the Company so
requests), (2) to the Company or (3) pursuant to an effective registration
statement and, in each case, in accordance with any applicable securities laws
of any state of the United States or any other applicable jurisdiction and (B)
the purchaser will, and each subsequent holder is required to, notify any
subsequent purchaser from it of the resale restrictions set forth in (A) above.

8.                LEGEND. Unless the shares of Warrant Shares have been
registered under the Securities Act, upon exercise of any of the Warrants and
the issuance of any of the shares of Warrant Shares, all certificates
representing such securities shall bear on the face thereof substantially the
following legend:

                  THE SHARES OF COMMON STOCK REPRESENTED BY THIS CERTIFICATE
                  HAVE NOT BEEN REGISTERED UNDER THE US SECURITIES ACT OF 1933,
                  AS AMENDED (THE "SECURITIES ACT"), AND MAY NOT BE OFFERED,
                  SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (1) IN AN
                  OFFSHORE TRANSACTION MEETING THE REQUIREMENTS OF RULE 903 AND
                  RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, (2)
                  PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE
                  SECURITIES ACT, OR (3) PURSUANT TO AN AVAILABLE EXEMPTION FROM
                  THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AS
                  EVIDENCED BY AN OPINION OF COUNSEL SATISFACTORY TO THE
                  COMPANY, IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE STATE
                  AND OTHER SECURITIES LAWS.

                  PRIOR TO INVESTING IN THE SHARES OR CONDUCTING ANY
                  TRANSACTIONS IN THE SHARES, INVESTORS ARE ADVISED TO CONSULT
                  PROFESSIONAL ADVISERS REGARDING THE ABOVE RESTRICTIONS ON
                  TRANSFER AND OTHER RESTRICTIONS REFERRED TO IN THE
                  CONFIDENTIAL PRIVATE PLACEMENT MEMORANDUM RELATING TO THE
                  SHARES DATED [APRIL 17], 2002.

9.                NOTICES. All notices required hereunder shall be in writing
and shall be deemed given when delivered personally, by facsimile or overnight
delivery or within two days after



mailing when mailed by certified or registered mail, return receipt requested,
to the Company at its principal office, or to the Holder at the address set
forth on the record books of the Company, or at such other address of which the
Company or the Holder has been advised by notice hereunder.

10.               APPLICABLE LAW. The Warrant is issued under and shall for all
purposes be governed by and construed in accordance with the laws of the State
of Delaware, without giving effect to the choice of law rules thereof.

11.               SUCCESSORS AND ASSIGNS. This Warrant cannot be transferred or
assigned by the Holder without the prior written consent of the Company.

                          (SIGNATURE ON FOLLOWING PAGE)



         IN WITNESS HEREOF, the Company has caused this Warrant to be signed on
its behalf, in its corporate name, by its duly authorized officer, all as of the
day and year first above written.

                                                  MARSHALL EDWARDS, INC.

                                                  By: __________________________
                                                      Name:
                                                      Title:



                              WARRANT EXERCISE FORM

The undersigned hereby irrevocably elects to exercise the rights contained
within the Warrant to the extent of purchasing ____________ shares of Common
Stock of Marshall Edwards, Inc., a Delaware corporation (the "Company"), and
hereby makes payment of $____________ in payment therefor. By its exercise
hereof, the undersigned confirms and agrees that it has complied and will comply
with all applicable restrictions on the offer, sale, pledge or other transfer of
the shares of Common Stock of the Company as set forth in the Warrant.

                                                  ______________________________
                                                  Signature

                                                  ______________________________
                                                  Signature, if jointly held

                                                  ______________________________
                                                  Date

                                                                               .
                                                                               .
                                                                               .

                                                                      EXHIBIT 21

                     SUBSIDIARIES OF MARSHALL EDWARDS, INC.



           NAME                                       PLACE OF INCORPORATION
           ----                                       ----------------------
                                                   
Marshall Edwards Pty, Limited                                 Australia

                                                                    Exhibit 23.2

                        Consent of Independent Auditors

We consent to the reference to our firm under the captions "Summary Historical
Consolidated Financial Data" and "Experts" and to the use of our report dated
July 31, 2003, in the Registration Statement (Form S-1 No. 333-     ) and
related Prospectus of Marshall Edwards, Inc. (a development stage company) for
the registration of 2,300,000 common stock units.

                                             /s/ Ernst & Young LLP

Stamford, Connecticut
September 25, 2003