<PAGE>
                                                                    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




<PAGE>
                                    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


<PAGE>
                                       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

<PAGE>

                              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
<PAGE>
                                       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
<PAGE>
                                       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).
<PAGE>
                                       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.
<PAGE>
                                       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,

<PAGE>
                                       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.
<PAGE>
                                       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
<PAGE>
                                       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
<PAGE>
                                       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.
<PAGE>
                                      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.
<PAGE>
                                      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
<PAGE>
                                      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].
<PAGE>
                                      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.