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                                                                    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

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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:

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                  (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

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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

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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

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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

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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)

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         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:

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                              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