PROGEN
                                                              INDUSTRIES LIMITED

CODE OF ETHICS FOR EXECUTIVE DIRECTORS AND CHIEF FINANCIAL OFFICER ("CFO")

Progen's Executive Directors (currently the Chairman and Managing Director), CFO
and  relevant  management  hold  an  important  and  elevated  role in corporate
governance  compliance.  In  particular,  the  executive  directors  and CFO are
entrusted  and  responsible  for  ensuring  that  stakeholders'  interests  are
appropriately  protected  and  preserved.  As  such  this  Code covers the rules
regarding  their  individual responsibilities to the Company, the public and its
stakeholders.

Progen's  Executive  Directors,  Chief Financial Officer and relevant management
are  responsible for full, fair, accurate and timely disclosure of all pertinent
public  communications,  reports  and  documents  filed with the ASX (Australian
Stock  Exchange) and the SEC (Securities and Exchange Commission of the U.S.A.).

Consequently,  Progen's  Executive  Directors  and  CFO  undertake  to:

     -    Maintain  professionalism  in  all  Company  dealings  and  not to use
          Company  or  stakeholder  information  for  personal  gain.

     -    Ensure the provision of appropriate public disclosure in the Company's
          reports,  documents  and  communications  in  a  timely,  accurate and
          objective  manner.

     -    Ensure  that  all  Company  property  and  assets  are  appropriately
          maintained  and  protected.

     -    Promptly  bring  to  the attention of the Company's Board and material
          issues  that may affect the Company's disclosures made, or proposed to
          be  made,  by  Progen  in  its  public  filings.

     -    Ensure  that  the  Company follows all applicable laws and regulations
          concerning  its  operations  and business, including environmental and
          anti-discrimination  laws.

     -    Act  in  good  faith  and  with  due  care.

     -    Act  with  honesty  and  integrity,  including the ethical handling of
          actual  or  apparent  conflicts  of  interest  between  personal  and
          professional  relationships.

     -    Respect  confidentiality  in  the  form of information received unless
          required  to  comply  with  legal  requirements  for  disclosure.

     -    Promptly  bring  to  the  attention of the Company's Board information
          concerning  any  material  violation  of  this  Code.

     -    Assist the Audit Committee in fulfilling its own charter, specifically
          relating  to  issues  concerning;

          o    Deficiencies  in internal controls which may affect the Company's
               ability  to  fulfil  disclosure  requirements

          o    Company  fraud  by  its  management  or  employees

          o    Conflicts  of  interest  relating to professional and/or personal
               issues

          o    Infringement of any applicable laws and regulations pertaining to
               the  Company's  business.

In the event of a breach of this code of conduct, Progen's Board of Directors or
its  representative  will ascertain the appropriate correction and actions to be
taken  with  the  objective  to  correct  a breach and deter a repetition of the
breach.  In assessing the appropriate action to be taken, the Board of Directors
or  its  representative  will  consider;

     -    Nature  and  severity

     -    Level  of  intent

     -    Repeat  offence  or  one-off

     -    Prior  warning


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                                                                   PROGEN
                                                              INDUSTRIES LIMITED

Observing this code of conduct will provide assurance that the public
communications issued by the Company are credible and may be relied upon by
users in both domestic and international financial markets.

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