Exhibit
        4.25

    

    

      EMPLOYMENT
        AGREEMENT

      


      THIS
        EMPLOYMENT AGREEMENT (the “Agreement”), dated as of 15 June, 2005, between Prana
        Biotechnology Limited, an Australian corporation (the “Company”) with its
        principal offices at Level 2, 369 Royal Parade, Parkville, Victoria, Australia,
        and Geoffrey Kempler (the “Executive”), residing at 19 Crotonhurst Avenue North
        Caulfield 3161, Victoria, Australia.

      


      WHEREAS,
        the Company desires to employ the Executive, and the Executive desires to
        be
        employed by the Company, upon the terms and conditions set forth
        herein;

      


      NOW,
        THEREFORE, in consideration of the mutual covenants contained herein and
        other
        good and valuable consideration, the receipt and sufficiency of which are
        hereby
        acknowledged, the parties hereto agree as follows:

      


      1. Employment.
        The
        Company hereby employs the Executive, and the Executive agrees to accept
        such
        employment, upon the terms and conditions herein set forth. 

      


      2. Employment
        Period.
        The
        term of employment hereunder shall commence on the date hereof, 15 June,
        2005,
        and continue until termination as provided herein (the “Employment Period”). It
        is acknowledged that the Executive has previously provided services to the
        Company, this Agreement applies only to his employment as from (and including)
        15 June 2005, and prior accrued entitlements of the Executive are not adversely
        affected by this Agreement.

      


      3. Position
        and Duties.
        The
        Executive hereby agrees to serve as Chief Executive Officer (CEO) of the
        Company
        and shall have the duties, responsibilities and authority as more fully set
        forth on Attachment A attached hereto. In such capacity the Executive shall
        report to the Board of Directors of the Company and shall serve on the Board
        of
        Directors. As an existing Director of the Company, termination of the CEO
        role
        will not terminate the Executive’s directorship on the Board. The Executive
        shall devote his best efforts and attention to the performance of services
        to
        the Company in accordance with the terms hereof and as may reasonably be
        requested by the Company. 

      


      4. Compensation
        and Other Terms of Employment.

      


      (a) Base
        Compensation.
        In
        consideration of the performance of his duties for the Company, for the period
        beginning 15 June, 2005 through and including the termination of this Agreement
        as provided herein, the Executive's base compensation will be no less than
        $367,000 per year (the “Base Salary”) payable in accordance with the Company’s
        regular payroll practices (e.g.,
        timing
        of payments and standard employee deductions, such as income and employment
        tax
        withholdings). The foregoing salary may be increased, but not decreased,
        at the
        discretion of the Board of Directors.

      


      
        
           

        

        
           

          
            

          

        

        
           

        

      

      (b) Bonus
        Compensation.
        The
        Company will pay Executive a bonus in the amount of $100,000 for achievement
        of
        the satisfactory completion of a successful Phase One trial within the timeframe
        specified by the Company Strategic Plan and a further $100,000 bonus for
        the
        satisfactory completion of a proof of concept study such as a Phase Two (A)
        trial on efficacy and dosage. Upon termination of this Agreement pursuant
        to the
        Executive's death or disability pursuant to Section 5(e) below, the Company
        shall pay a pro-rata bonus pursuant to Section 5(e). 

      


      
        (c)
Within
          thirty days of the earlier of the next Annual General Meeting (timing yet
          to be
          determined but expected to be between September and November 2005) or the
          next
          General Meeting, and subject to shareholder approval of an appropriate
          resolution, the Company shall consider the grant to the Executive of zepo
          options for a number of ordinary shares determined by the Remuneration
          Committee
          based upon the Executive’s performance. Such options will vest over a period of
          four years, with 25% vesting at the end of each year from the beginning
          of the
          four-year period. The options will expire at the end of eight years from
          the
          initial date of the grant. No tranche of these options may be exercised
          until
          and unless the price of the Company’s ordinary shares has achieved and
          maintained a minimum value of $1.00 for five consecutive trading days.
          The
          Executive will not be entitled to sell any of the options so exercised
          unless he
          has the consent of the Board.

      

      


      (d) It
        is
        intended that the Executive should have no disincentive to his spending
        additional days each year in the USA. Accordingly, the Base Salary and bonus
        will be adjusted each year (by agreement between the Executive and the Board
        of
        Directors) to compensate the Executive for differences in Australian and
        United
        States tax rates in the event that this difference has penalized the Executive
        for spending significant time in the USA.

      


      (e) Business
        Expenses.
        Upon
        presentation of vouchers and similar receipts, the Executive shall be entitled
        to receive reimbursement in accordance with the policies and procedures of
        the
        Company maintained from time to time for all reasonable business expenses
        actually incurred in the performance of his duties for the Company.

      


      (f) Vacation.
        The
        Executive shall be entitled to twenty (20) days of vacation during each calendar
        year of the Employment Period. Any vacation days that the Executive does
        not use
        in a calendar year will automatically be carried over for use in the following
        year to a maximum carry of two years. Any vacation days that the Executive
        has
        not used at the termination of the Employment Period will be paid to the
        Executive at his Base Salary rate in effect at the time of termination.


      


      (g) Benefits.
        The
        Executive shall be entitled to participate in such employment benefits,
        including but not limited to a retirement plan, health, dental, life insurance,
        and short and long term disability plans as are established by the Company
        and
        as in effect from time to time applicable to executives of the
        Company.

      


      
        
           

        

        
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      (h) Review.
        The
        Remuneration Committee of the Company (or if there is no Remuneration Committee
        for the time being, the Board or a committee of the Board) shall not less
        than
        once each year consider and if thought fit recommend to the Board (or, in
        the
        case of the Board, propose) changes to the salary to be received by the
        Executive pursuant to this Agreement or as applying after an earlier review
        or
        amendment of terms. The purpose of the review and recommended or proposed
        changes shall be to ensure that the salary of the Executive, when considered
        together with all other benefits to which the Executive is or may become
        entitled under this Agreement, is comparable with and maintains parity with
        salaries representatives payable to executives in like circumstances when
        benefits to which such executives may reasonably be expected to be or to
        become
        entitled are taken into account. Such review shall be carried out in accordance
        with the corporate governance policies of the Company applicable at the time
        (if
        any). The Executive shall not be involved in any discussions or decision
        concerning recommendations or proposals.

      


      5. Termination
        and Consequences.
        

      


      (a) The
        Executive’s Right to Terminate.
        Notwithstanding any other provision of this Agreement to the contrary, the
        Executive may terminate this Agreement: (i) at any time during the
        Employment Period for Good Reason (as defined in Section 5(f) below), on
        at
        least thirty (30) days' prior written notice; or (ii) without Good
        Reason
        on at least ninety (90) days' prior written notice to the Company.

      


      (b) The
        Company's Right to Terminate.
        Notwithstanding any other provision of this Agreement to the contrary, the
        Company may terminate this Agreement: (i) at any time during the Employment
        Period, with Cause (as defined in Section 5(g) below); or (ii) without Cause,
        on
        at least ninety (90) days’ prior written notice to the Executive but in any
        event, not prior to 1 June, 2010.

      


      (c) Consequences
        of Termination Without Cause or for Good Reason.
        If the
        Company terminates this Agreement without Cause, or if the Executive terminates
        this Agreement with Good Reason, the Company shall (i) pay the Executive
        within ninety (90) days of the termination date such sum or sums as he would
        have been entitled to receive had he continued to provide services under
        this
        Agreement until 1 June 2010, notwithstanding that those services will not
        be
        required to be provided; (ii) immediately pay the Executive all
        unreimbursed business expenses and accrued, unused vacation days; and
        (iii) accelerate the vesting of any unvested options to purchase ordinary
        shares and permit Executive to exercise such options during the remainder
        of the
        exercise period for such options. 

      


      (d) Consequences
        of Termination With Cause or Without Good Reason.
        If the
        Company terminates this Agreement with Cause or the Executive terminates
        this
        Agreement Without Good Reason, then (i) Executive's Base Salary shall
        be
        discontinued upon the termination of the Employment Period; (ii) 
        Bonus
        Compensation shall be pro-rated only if termination with Cause occurs in
        the
        first year; and (iii) the Company shall pay the Executive all unreimbursed
        business expenses and accrued, unused vacation days; and (iv) Executive
        shall be permitted to exercise only unvested options to purchase shares that
        pre-existed this contract. 

      


      
        
           

        

        
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      (e) Consequences
        of Termination for Death or Disability.
        If the
        Executive dies during the term of this Agreement, then the Agreement shall
        terminate, except that the Company shall pay to Executive's estate all accrued
        Base Salary, pro-rata Bonus Compensation and unreimbursed business expenses
        and
        accrued, unused vacation days that the Executive would otherwise have been
        entitled to receive. Executive's estate shall also be permitted to exercise
        Executive's vested options for shares. If the Executive is unable to perform
        his
        functions because of Disability and the Agreement is terminated for that
        reason,
        the Executive shall be entitled to receive the same amount that the Company
        would be obligated to pay if the Executive had died during the term of this
        Agreement less the amounts of payment under any disability policy maintained
        by
        the Company.

      


      (f) Definition
        of Good Reason.
“Good
        Reason” means (i) a material reduction of the Executive's duties and
        responsibilities from those in effect immediately prior to the reduction
        or
        change, (ii) a requirement that the Executive relocate his primary office
        more
        than 50 kilometres from North Caulfield, Victoria, or (iii) material breach
        by
        the Company of any provision of this Agreement after receipt of ten (10)
        days
        written notice thereof from the Executive and failure by the Company to cure
        the
        breach within thirty (30) days thereafter, or (iv) the occurrence of an event
        described in sub-paragraphs i), ii), ii) or iv) of Section 5(i) where notice
        is
        given by the Executive in accordance with sub-paragraph (BB) of Section 5(i).
        

      


      (g) Definition
        of Cause.
“Cause”
        means the Executive's (i) conviction of a felony, (ii) commission
        of
        acts of fraud, misappropriation, embezzlement, or theft, or (iii) willful
        or repeated failure to follow lawful specific directives of the Board of
        Directors to act or refrain from acting, which directives are consistent
        with
        the Executive's position as Chief Executive Officer of the Company. Before
        the
        Company can terminate the Executive for Cause under clause (g)(iii) of this
        Section 5(g), the Company must give the Executive written notice setting
        forth
        the Company’s dissatisfaction with the Executive and the reasons therefor, and
        give the Executive thirty (30) days to cure the circumstances supporting
        the for
        Cause determination.

      


      (h) Definition
        of Disability.“Disability”
        means the inability of the Executive to perform the Executive’s
        duties of employment to the Company pursuant to the terms of this Agreement,
        because of physical or mental disability where such disability shall have
        existed for a period of more than sixty (60) consecutive days or an aggregate
        of
        ninety (90) days in any 365 day period. The existence of a Disability means
        that
        the Executive’s mental and/or physical condition substantially interferes with
        the Executive’s performance of his substantive duties for the Company as
        specified in this Agreement. The fact of whether or not a Disability exists
        hereunder shall be determined by a professionally qualified medical expert
        selected by the Company and the Executive.

      


      
        
           

        

        
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      (i) Change
        of Control.
        Despite
        anything to the contrary in this Agreement, in the event that:

      


      i) there
        is
        an effective change of control of fifty percent (50%) of the issued capital
        of
        the Company;

      


      ii) the
        business, operations or capital of the Company is merged in or combined with
        that of another entity or entities; or

      


      iii) the
        membership of the Board changes to the extent that at least 50% of the Board
        did
        not hold office at the date of this of this Agreement; or 

      


      iv) control
        of the composition of the Board changes to the extent that control of the
        composition of the Board is or can be exercised by parties who did not control
        the composition of the Board at the date of this of this Agreement,

      


      then,
        without limiting the other circumstances in which Section 5(c) may apply,
        Section 5(c) shall apply: 

      


      (AA)
         if
        the
        Company subsequently terminates this Agreement without Cause (as herein
        defined); and

      


      (BB) if
        the
        Executive terminates this Agreement, which termination shall be deemed to
        have
        been termination with Good Reason (as herein defined) provided always that
        the
        Executive gives at least one (1) month's written notice to the Company within
        a
        period of six (6) months immediately following the occurrence of an event
        described in sub-paragraphs i), ii), iii) or iv) of this Section
        5(i).

      


      (j) Non-disparagement.
        In the
        event that Executive terminates this Agreement with or without Good Reason,
        or
        that the Company terminates this Agreement with or without Cause, the Company
        and the Executive agree that they will not disparage each other in any
        way.

      


      (k) Resignation
        as a Director.
        If the
        Executive resigns as a Director he shall immediately resign (or be deemed
        to
        have resigned) as Chief Executive Officer (CEO) and to have terminated this
        Agreement. The provisions of this Section 5 shall apply to such termination
        of
        this Agreement (that is, such termination or deemed termination of this
        Agreement by the Executive shall either have been with Good Reason or not
        with
        Good Reason, as the case may be, as provided for above).

      


      6. Records
        and Confidential Data.
        

      


      (a) Acknowledgement.
        The
        Executive acknowledges that in connection with the performance of his duties
        during the term of his employment the Company will make available to the
        Executive, or the Executive will have access to, certain Confidential
        Information (as defined below) of the Company. The Executive acknowledges
        and
        agrees that any and all Confidential Information learned or obtained by the
        Executive during the course of his employment by the Company or otherwise
        whether developed by the Executive alone or in conjunction with others or
        otherwise, shall be and is the property of the Company and its
        affiliates.

      


      
        
           

        

        
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      (b) Confidentiality
        Obligations.
        During
        the term of his employment and thereafter Executive shall keep all Confidential
        Information confidential and will not use such Confidential Information other
        than in connection with the Executive’s discharge of his duties hereunder, and
        will be safeguarded by the Executive from unauthorized disclosure. This covenant
        is not intended to, and does not limit in any way Executive’s duties and
        obligations to the Company under statutory and common law not to disclose
        or
        make personal use of the Confidential Information or trade secrets.


      


      (c) Return
        of Confidential Information.
        Following the Executive’s termination of employment, as soon as possible after
        the Company’s written request, the Executive will return to the Company all
        written Confidential Information which has been provided to the Executive
        and
        the Executive will destroy all copies of any analyses, compilations, studies
        or
        other documents prepared by the Executive or for the Executive’s use containing
        or reflecting any Confidential Information. 

      


      (d) Definition.
        For the
        purposes of this Agreement, “Confidential Information” shall mean all
        confidential and proprietary information of the Company, and its affiliates,
        including, without limitation, the Company’s scientific information, marketing
        strategies, pricing policies or characteristics, customers and customer
        information, product or product specifications, designs, software systems,
        leasing costs, cost of equipment, customer lists, business or business
        prospects, plans, proposals, codes, marketing studies, research, reports,
        investigations, or other information of similar character. For purposes of
        this
        Agreement, the Confidential Information shall not include and the Executive’s
        obligations under this Section 6 shall not extend to (i) information which
        is
        generally available to the public, (ii) information obtained by the Executive
        from third persons,
        other
        than Executives of the Company, the Company and the Company’s affiliates, not
        under agreement to maintain the confidentiality of the same and (iii)
        information which is required to be disclosed by law or legal process and
        (iv)
        information known to Executive prior to commencement of his employment with
        the
        Company, as evidenced by written documentation.

      


      7.
        Arbitration.
        

      


      (a)
        Good
        Faith Discussions.
        The
        parties shall meet and discuss in good faith any dispute between them arising
        out of this Agreement.

      


      (b)
        Mediation.
        If the
        discussions referred to in the preceding Section 7(a) fail to resolve the
        relevant dispute, either party may (by written notice to the other party)
        require that the dispute be submitted for mediation by a single mediator
        nominated by the President for the time being of the Victorian Law Institute
        of
        Victoria Society. In the event of any such submission to mediation:

       

      
        
           

        

        
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      i) The
        mediator shall be deemed to be not acting as an expert or as an
        arbitrator;

      


      


      ii) The
        mediator shall determine the procedure and timetable for the mediation;
        and

      


      


      iii) The
        cost
        of the mediation shall be shared equally between the parties.

      


      (c)
        Legal
        Proceedings.
        Neither
        party may issue any legal proceedings in respect of any such dispute unless
        that
        party has first taken all reasonable steps to comply with Sections 7(a) and
        (b).

      


      8. Miscellaneous
        Provisions.

      


      (a) Notices.
        All
        notices, offers or other communications required or permitted to be given
        pursuant to this Agreement shall be in writing and shall be considered as
        properly given or made (i) if delivered personally; (ii) after
        the
        expiration of thirty (30) days from the date upon which such notice was mailed
        from within the United States or Australia by certified mail, return receipt
        requested, postage prepaid; or (iii) upon receipt by prepaid telegram,
        facsimile transmission or electronic mail transmission (with written
        confirmation of receipt for each kind of transmission). All notices given
        or
        made pursuant hereto shall be so given or made to the Executive at the address
        contained in the Company's personnel records and to the Company at its
        headquarters, addressed to the attention of the Chair of the Board of
        Directors.

      


      (b) The
        Executive’s Representations and Warranties.
        The
        Executive hereby represents and warrants that he is not a party to any
        agreement, contract or understanding that would in any way restrict or prohibit
        him from undertaking or performing any of his obligations under this Agreement.
        

      


      (c) Amendments.
        Except
        as set forth in Section 4 above, this Agreement shall not be changed or amended
        unless in writing and signed by both the Executive and the Company.


      


      (d) Governing
        Law.
        This
        Agreement shall be governed by and construed in accordance with the laws
        of the
State
        of Victoria applicable
        to contracts executed in and to be performed entirely within that jurisdiction.
        Each party irrevocably submits to the non-exclusive jurisdiction of courts
        of
        that state and the courts of appeal therefrom and waives any right to object
        to
        such jurisdiction on the basis of domicile or of being an inconvenient
        forum.

      


      (e) Counterparts.
        This
        Agreement may be executed in counterparts, each of which shall be an original,
        but all of which shall constitute one and the same instrument.

      


      
        
           

        

        
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      IN
        WITNESS WHEREOF, this Agreement has been executed as of the date and year
        first
        above written.

      


      
        	 	 	 
	 	PRANA BIOTECHNOLOGY LIMITED
	 
 	 
 	 
 
	 	By:  	/s/ 
	 	
                
Name:
	 	Title:
	 	 
	 	THE EXECUTIVE:
	 	 
	 	 
	 	
                
Geoffrey
                Kempler


      

       


      
        
           

        

        
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      ATTACHMENT
        A

      


      DESCRIPTION
        OF DUTIES

      


      The
        Executive shall have the responsibilities and functions generally associated
        with the position of Chief Executive Officer (CEO), including but not limited
        to:

      


      
        	 	
                §

              	
                Develop
                  and implement a business plan approved by the Board of Directors
                  to
                  provide a clear and rational basis for the ongoing prioritisation
                  of the
                  Company's activities and resource allocation, updated as
                  required.

              


      

      


      
        	 	
                §

              	
                Develop
                  and expand the management team of the
                  Company.

              


      

      


      
        	 	
                §

              	
                Demonstrate
                  strong commerciality in dealing with the Company's
                  assets.

              


      

      


      
        	 	
                §

              	
                Direct
                  and oversee relationships with major pharmaceutical companies,
                  government
                  regulatory agencies, investors and
                  others.

              


      

      


      
        	 	
                §

              	
                Work
                  to continually improve the capitalisation and ensure the ongoing
                  funding
                  of the Company.

              


      

      


      
        	 	
                §

              	
                Comply
                  with current or future Company
                  policies.