<PAGE>

                                                                    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

<PAGE>

                                    CONTENTS

<TABLE>
<S>                                                                      <C>
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
</TABLE>

<PAGE>

<TABLE>
<S>                                                                      <C>
         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
</TABLE>

                                                                             ii.

<PAGE>

                              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:

<PAGE>

         (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.

<PAGE>

         "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.

<PAGE>

         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.

<PAGE>

         (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.

<PAGE>

         (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.

<PAGE>

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.

<PAGE>

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.

<PAGE>

         (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.

<PAGE>

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.

<PAGE>

         (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.

<PAGE>

         (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.

<PAGE>

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.

<PAGE>

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.

<PAGE>

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.