**Exhibit 4.7**
**EMPLOYMENT AGREEMENT**made           **30 April, 2003**   **PARTIES** **NOVOGEN LABORATORIES PTY LIMITED**ABN 42 002 489 947of 140 Wicks Road, North Ryde 2113, New South Wales (**“Company”**)   **AND**   **MR DAVID ROSS SEATON** of 9 Claude Avenue, Cremorne, NSW, 2090 (**“Employee”**)
**INTRODUCTION**
**A.** The Company carries on the Business.
**B.** The Company wishes to employ the Employee to provide the Services.
**C.** The parties have agreed to the employment of the Employee in accordance with the provisionsof this Agreement and with the intention that this Agreement will supersede any written ororal agreement between the parties or between the Employee and any other member of NovogenGroup.
**IT IS AGREED**
**1.** **Definitions and Interpretations**
1.1 In this Agreement, unless the context otherwise requires:
 (1) “**Agreement**” means this employment agreement and any variation amendment orreplacement of it;
 (2) “**Business**” means the business carried on by the Company and the members ofthe Novogen Group;
 (3) “**Business Day**” means a day that is not a Saturday, Sunday or any other daywhich is a public holiday or a bank holiday in the place where an act is to beperformed or a payment is to be made;
 (4) “**Commencement Date**” means the date set out in Item 1 of the Schedule, but ifno date is specified, the commencement date is the date of this Agreement;
 (5) “**Company**” means Novogen Laboratories Pty Limited ACN 002 489 947 and includesthe successors and assigns of that company;
 (6) “**Confidential Information**” means the information described in clause 16 andincludes any information concerning the Business or business
 

 

   methods of the Company and any member of the Novogen Group, its pricing policies,its marketing strategies, its Intellectual Property or any other informationrelating to the affairs of the Company or the Novogen Group;
 (7) “**Design**” has the same meaning as in the *Designs Act 1906*;
 (8) “**Intellectual Property**” means all trade marks, logos, service marks, tradenames, business names, copyrights, designs, patents, inventions, processes and othertechnical know-how (including extraction and manufacturing know-how), secretinformation and other rights in industrial or intellectual property and applicationsfor them or licence agreements or other arrangements under which a person has theright to use any of them;
 (9) “**Inventions**” means all inventions, discoveries and novel designs, whether ornot registrable as designs under the *Designs Act 1906*, patents under the *Patents Act1952*, or trademarks under the *Trade Marks Act 1955*including any inventions,development or improvement to equipment, technology, methods or techniques made by theEmployee solely or jointly with others;
 (10) “**Novogen Group**” means the Company and each of Novogen Research Pty LimitedACN 060 202 931, Novogen Limited ACN 063 259 754 and any Related Body Corporate of anyof them from time to time;
 (11) “**Patents**” has the same meaning as in the *Patents Act 1952;*
 (12) “**Related Body Corporate**” in relation to a body corporate means a bodycorporate that is related to the first mentioned body by virtue of section 50 of the*Corporations Law*;  (13) “**Restraint Period**” means the period described in Item 11 of the Schedule.
 (14) “**Services**” means the services described in clause 4 to be provided inaccordance with this Agreement;
 (15) “**Term**” means the period of operation of this Agreement from the CommencementDate until the date of termination in accordance with clause 18; and
 (16) “**Works**” includes but is not limited to all literary and other works asdefined in the *Copyright Act 1968*.
1.2 **Interpretation**
 (1) Reference to:
 (a) one gender includes the other genders;
 

 

 (b) the singular includes the plural and the plural includesthe singular;  (c) a person includes a body corporate;
 (d) a party includes the party’s executors, administrators,successors and permitted assigns; and
 (e) a statute, regulation or provision of a statute orregulation (“**Statutory Provision**”) includes:
 (i) that Statutory Provision as amended orre-enacted from time to time; and
 (ii) a statute, regulation or provision enactedin replacement of that Statutory Provision.
 (2) All monetary amounts are in Australian dollars, unless otherwise stated.
 (3) Headings are for convenience only and do not affect the interpretation, orform part, of this Agreement.
 (4) Where a word or expression is given a particular meaning, other parts ofspeech and grammatical forms of that word or expression have a corresponding meaning.
 (5) If an act must be done on a specified day which is not a Business Day, theact must be done instead on the next Business Day.
**2. Employment**
2.1 The Company employs the Employee to provide the Services to the Company upon and subject tothe terms and conditions of this Agreement and the Employee accepts such employment. 2.2 The position in which the Employee is employed by the Company as and from the Commencement Dateis as set out in Item 4 of the Schedule.
2.3 The Employee shall as at the Commencement Date be located at the office of the Company setout in Item 5 of the Schedule.
**3. Term**
3.1 The Company employs the Employee to provide the Services to the Company for the period setout in Item 2 of the Schedule (“**Initial Term**”) unless such employment is terminated earlier inaccordance with any other provision of this Agreement.
3.2 At the expiration of the Initial Term, the Term will continue until the expiration of theperiod of notice, which shall not be less than that period set out in Item 3 of the Schedule,given by either party to the other. The earliest date on which either
 

 

  party may give notice is the expiration of the Initial Term at which point the period inItem 3 will begin to run.
**4. Services**
4.1 The Employee will perform all the functions of a person in the position set out in Item 4 ofthe Schedule or such other services as may be determined by the Company from time to time.
4.2 The Employee must carry out his employment in the capacity referred to in clause 4.1 or asamended by the Company in such manner and at such time as the Company may from time to timereasonably determine.
4.3 It shall be at the Company’s sole determination to adjust, amend, replace, delete or addduties, responsibilities, or reporting relationships which are included from time to time inthis contract or in the schedules to this contract.
**5. General Duties and Obligations**
5.1 Without limiting any other provision of this Agreement the Employee must at all times duringhis employment hereunder:
 (1) be just and faithful in all transactions relating to the Company and theNovogen Group and must show the utmost good faith in the business of the Company andthe Novogen Group;
 (2) give to the Company a just and faithful account of such transaction and alsoupon every reasonable request furnish a full and correct explanation thereof to theCompany;
 (3) divulge to the Company all information or knowledge which he may possess inrelation to the affairs, business and activities of the Company;
 (4) use his best skill and endeavour to promote the interest and welfare of theCompany and the Novogen Group and carry out the same for the utmost benefit of theCompany and the Novogen Group and diligently and faithfully apply himself to theaffairs, business and activities of the Company; and
 (5) not at any time intentionally do anything which directly or indirectly mayimpair or be likely to impair the good name and reputation of the Company or theNovogen Group.
5.2 The Employee must carry out his employment and must conduct himself at all times in aprofessional manner.
**6. Compliance with Directions**
6.1 The Employee must at all times during his employment hereunder obey, comply with and carryout the proper and reasonable directions, orders and instructions
 

 

  of and shall be directly responsible and answerable to the Individual or Group identifiedin Item 12 of the Schedule or as amended by the Company from time to time under clause 4.3.
**7. Time Devoted to Employment**
7.1 The Employee must at all times during his employment hereunder devote the whole of hisattention and abilities to the business and activities of the Company and in the performanceof his responsibilities and duties under this Agreement.
7.2 Without the prior written consent of the Company, the Employee must not be a director of anybody corporate which carries on or is concerned with any activity identical to orsubstantially similar to that of the Novogen Group or where being a director may directly orindirectly affect the Business of the Novogen Group.
7.3 Nothing contained in this clause 7 prohibits the Employee from making any purchase or sale ofstocks, securities, real estate or personal property (tangible or intangible) for purposes ofinvestment or from making any other private investment other than as may be prohibited byclause 17 or one which is, in the opinion of the Company, reasonably held, detrimental to theinterest of the Novogen Group.
**8. Duty to Act within Limits**
8.1 The Employee must at all times comply with and act within such limits as to expenditure oneither a revenue or capital account of the Company as may be set by the Company from time totime.
8.2 Without limiting the generality of the foregoing and in addition thereto the Employee mustnot without the prior written consent of the Company:
 (1) employ any of the money, goods or effects of the Company or any member ofNovogen Group or pledge the credit thereof except in the ordinary course of businessand upon the account of and or the benefit of the Company or member of the NovogenGroup;
 (2) lend money or give credit on behalf of the Company or any member of theNovogen Group or have any dealings with any person whom the Company has previously inwriting forbidden the Employee to deal with or trust;
 (3) give any guarantee, undertaking or indemnity or enter into any bond with orbecome bail, surety or surety for any person or do or knowingly cause or suffer to bedone anything whereby the property of the Company or any member of the Novogen Groupor any part thereof may be seized, attached or taken in execution;
 (4) buy, order or contract on behalf of the Company or any member of the NovogenGroup for any goods, articles, property or services exceeding such limit as may bedetermined by the Company from time to time;
 

 

 (5) compromise or compound or (except upon payment thereof in full) release ordischarge any debt due to the Company in excess of such limit as may be determined bythe Company from time to time; or
 (6) enter into any leasing, hiring, hire-purchase, rental or financingarrangements or transactions with respect to assets or property acquired or to beacquired by the Company or any member of the Novogen Group.
**9. Indemnity by Employee.**
9.1 Unless otherwise resolved by the Board of Directors of the Company, the Employee covenantsthat at all times during his engagement hereunder and thereafter indemnify and keepindemnified the Company or member of the Novogen Group, as the case may be, in respect of anyloss or damage or actions, proceedings costs, claims, demands or judgements it may incur orsuffer by reason of any breach by the Employee of any of the provisions of clause 8. Thisindemnity is in addition to and not in substitution for any other right or remedy available tothe Company in the event of such breach.
**10. Indemnity by Company**
10.1 Subject to the *Corporations Law*and the Constitution of the Company, the Company agrees toindemnify and keep indemnified the Employee and his executors, administrators and legalpersonal representatives against any loss, costs, damages, judgements or liability suffered orincurred by the Employee in respect of any act, neglect, default or error or judgment in thecourse of his employment and for which the Company would be vicariously liable other than anywilful or gross neglect, default or breach of duty or breach of trust.
10.2 Without limiting clause 10.1 :
 (1) the Employee may be indemnified by the Company where the Board ofDirectors of the Company consider it appropriate, against any liability incurred bythe Employee in the connection with the performance by him of his position with theCompany, unless the liability arises out of conduct involving lack of good faith;
 (2) the Employee shall be indemnified by the Company against any liabilityincurred by him in defending any proceedings in connection with the performance byhim of his position with the Company whether civil or criminal in which judgment isgiven in his favour or in which the Employee is acquitted or in connection with anyapplication in relation to any proceedings in which relief under the *CorporationsLaw*is granted to him by the court;
 (3) the Company may, pay a premium in respect of a contract insuring theEmployee against a liability incurred by the Employee in connection with theperformance by him of his position with the Company except for a liability arisingout of conduct involving a wilful breach of duty in relation to
 

 

   the Company or a contravention of sections 232(5) or 232(6) of the *CorporationsLaw.*
**11. Annual Leave**
11.1 During the course of his employment hereunder the Employee is entitled to paid annual leaveof 20 working days for every period of 12 months of service as from the Commencement Date.
11.2 The days of annual leave referred to in clause 11.1 are in addition to any day which isproclaimed to be a public holiday in the place in which the Employee is at the relevant timelocated.
11.3 The entitlement to annual leave is deemed to arise prorata.
11.4 Any annual leave entitlement must be taken by the Employee at such time or times as ismutually convenient to the Employee and the Company.
11.5 Any annual leave entitlement not taken may be added to and taken with any further annualleave entitlement.
**12. Sick Leave**
12.1 The Employee is entitled to be paid sick leave of 11 working days for every 12 months ofservice.
12.2 Any sick leave entitlement not taken in any year may be taken by the Employee in another yearprovided that any accumulated sick leave entitlement which immediately prior to thetermination of the employment of the Employee hereunder has not been taken shall be forfeitedon termination.
**13. Long Service Leave**
13.1 The Employee is entitled to long service leave as if the provisions of the *Long Service LeaveAct*of the State or Territory in which the Employee is located, as the same may exist fromtime to time, were deemed to apply.
**14. Remuneration**
14.1 In consideration of the provision by the Employee of his services to the Company hereunder,the Company shall pay the Employee remuneration, the amount of which and the rate of paymentof which shall be, if not otherwise determined under this clause 14, determined by the Boardat its first meeting after the first day of July in each and every year during the term ofthis Agreement; and which may consist of:
 (a) a base salary;  (b) superannuation loadings or superannuation funding;  (c) motor vehicles;
 

 

 (d) other allowances; and  (e) otherwise,
  as the Board may determine from time to time.
14.2 Notwithstanding the provision of clause 14.1 the Employee, as and from the Commencement Date,shall receive from the Company such remuneration salary as is set out in Item 9 and Item 10 ofthe Schedule.
14.4 The Employee is not entitled to any payment of overtime rates during the term of hisemployment hereunder.
**15. Directorships**
15.1 It is acknowledged by the employee that the Company and any other member of the NovogenGroup may require the Employee to serve as a director on the Board of any member to theNovogen Group.
15.2 It is further acknowledged that the Employee shall serve as a director of another memberof the Novogen Group as the nominee of the Company, and that the Employee must retire as adirector from any such Board forthwith upon his being requested to do so by the Company.
15.3 In the event of the Employee ceasing to be an employee of the Company or member of theNovogen Group, he is deemed to have automatically retired from and vacated his office as amember of the Board of each member of the Novogen Group.
 

 

**16. Confidentiality**
16.1 Without limiting or derogating from in any way any rule of law or equity the Employeecovenants with the Company that he shall not at any time without the prior written consent ofthe Company publish or divulge any Confidential Information of any nature whatsoever or anyinformation concerning the Business, the business and activities of the Company or of any ofthe members of the Novogen Group or of any of the dealings, transactions or affairs of thesame which may come to his knowledge unless such publication or disclosure is made in thenormal course of his employment.
16.2 The provisions of this clause 16 do not prejudice any other express or implied obligation onthe part of the Employee to maintain confidentiality.
16.3 Without limiting the extent of clauses 16.1 or 16.2 Confidential Information includesinformation disclosed to the Company or the Employee by any existing or potential customer,supplier, contractor, agent, licensee or licensor of the Company or the Novogen Group.
16.4 The Employee will at the request of the Company sign a confidentiality agreement containingprovision similar to the provisions in this clause 16 in favour of any of the persons referredto in clause 16.3.
**17. Restraint on Competition**
17.1 The Employee covenants and agrees with the Company that without derogating from or limitingthe effect of clause 7 he shall not either alone or jointly or in partnership or by way of ajoint venture or otherwise with or as a shareholder, servant, agent, consultant, adviser,officer or contractor of any other person or persons, other than as an employee of the Companyor a member of the Novogen Group, either directly or indirectly carry on or manage or beconcerned or interested in or assist any other person or persons to carry on or be concernedor to obtain any interest in any industry or business engaged in the research, development,manufacture, extraction, processing, marketing, distribution or sale of any veterinary orhuman pharmaceutics or therapeutics or any business or industry identical to or substantiallysimilar to the Business of the Company, or any of the members of the Novogen Group in anyState or Territory of Australia or any other place in the world at any time during the courseof his employment hereunder.
17.2 Notwithstanding the provisions of clause 17.1 the Company agrees with the Employee that theEmployee may hold shares in a public company the shares of which are quoted on any share orstock exchange in the world.
17.3 The Employee convenants and agrees with the Company that he will not for the period set outin Item 11 of the Schedule as from the date upon which this Agreement is terminated eitherdirectly or indirectly on his own account or for or with any other person or persons, solicit,interfere with or endeavour to entice away from the Company, or any of the members of theNovogen Group any person who, during the employment of the Employee with the Company or anymember of the Novogen Group was a customer, supplier, contractor, agent,
 

 

  licensee or licensor or to the knowledge of the Employee was a person with whom any of theaforesaid was negotiating with a view to that person becoming a customer, supplier,contractor, agent, licensee or licensor of any of the aforesaid. 17.4 It is expressly acknowledged and agreed that the provision of clauses 17.1 and 17.3 arenecessary in order to protect the interests of the Company, the Novogen Group and of theBusiness and the confidentiality of the knowledge of the Employee as to the affairs, businessand activities of the Company and the Novogen Group.
17.5 It is expressly acknowledged and agreed by the Employee that the provisions of clause 17.1and 17.3 are reasonable particularly in light of the provisions of clause 17.4 and in so faras the provisions of clause 17.1 relate to any activities, state or territory the restraint isdistinct and severable from any other activity, state or territory and the invalidity of therestraint in respect of one or more of such activities, states or territories shall not affectits validity in respect of any of the other such activities, states or territories.
17.6 Nothing in clauses 17.1, 17.3, or 17.4 shall be construed as limiting or fettering the rightof any court of competent jurisdiction upon the application of any party in appropriateproceedings from imposing upon the Employee a lesser restraint in circumstances where therestraint sought to be imposed in clauses 17.1 or 17.3 is, in the opinion of such court,excessive or unreasonable in the circumstances.
**18. Termination of Employment**
18.1 Either party may terminate this Agreement in accordance with clause 3.2.
18.2 This Agreement is terminated automatically on the death or Total or Permanent Disability ofthe Employee.
18.3 For the purpose of this Agreement “**Total or Permanent Disability**” includes the Employee beingabsent from his employment by reason of sickness, ill health or other incapacity or disabilityfor a period of more than 3 months in excess of accrued sick leave in any period of 12consecutive months.
18.4 This Agreement may be terminated forthwith by the Company in the event that the Employee:
 (1) is guilty of any criminal or indictable offence or of any dishonesty whether inrelation to the affairs of the Company or any of the members of the Novogen Group ornot; or
 (2) is guilty of any serious breach of faith, or serious neglect or default orwilful disregard of directions or serious professional misconduct or gross misconduct;or
 (3) is in serious and fundamental breach of this Agreement and persists in suchbreach after being previously directed in writing by the Company to remedy such breachand fails to do so within 14 days of the giving of such direction, which directionshall specifically draw the attention of theEmployee to this clause 18.4 (3); or
 

 

 (4) if and for so long as he is a member of any board of directors of any bodycorporate has his office vacated under section 224 of the *Corporations Law*; or
 (5) a person whose person or estate is being dealt with under the law relating tomental health; or
 (6) ceases to be registered or has his registration suspended for any reasonwhatsoever under the provision of any legislation for the time being in force dealingwith the registration of persons providing services of the nature of those provided bythe Employee to the Company and which registration is required for the provision bythe Employee of those services.
18.5 The parties agree that the parties may mutually agree to terminate this Agreement at any timeupon and subject to such terms and conditions as may be then agreed.
18.6 In the event that this Agreement is terminated by the Company during the Initial Term (otherthan by the Company pursuant to clauses 18.1 or 18.4, in which event clause 20.1 applies) orpursuant to clause 18.2, then subject to clause 18.7 the amount that shall be payable by theCompany to the Employee by reason of termination of employment or by way of compensation, lossor damages is an amount equal to the then current annual remuneration of the Employee pro ratafor the unexpired period of the Initial Term, plus an additional amount equal to one and onehalf times the then current annual remuneration of the Employee.
18.7 The maximum amount that shall be payable to the Employee under clause 18.6 is an amount whichtotals three years of the then current annual remuneration of the Employee. The minimumamount payable to the Employee under clause 18.6 is an amount equal to one and one half timesthe then current annual remuneration of the Employee. For the avoidance of doubt the minimumamount would be payable at or after the expiration of the Initial Term.
**19. Compliance with Obligations on Termination**
19.1 Termination of this Agreement for any reasons whatsoever does not relieve the Company frompayment in full of all sums then owing by the Company to the Employee by way of remunerationaccrued to the date of termination.
19.2 Termination of this Agreement for any reason whatsoever shall not relieve the Employee frompayment in full of all sums then owing to the Company or which may become owing in respect ofany period prior to termination and shall be without prejudice to the rights of the Company tosue for antecedent breach by the Employee of the terms and conditions of this Agreement.
 

 

**20. No Claim for Compensation on Termination**
20.1 In the event that this Agreement is terminated for any reason whatsoever by the Companypursuant to clauses 18.1 or 18.4 the Employee subject to the provisions of any right conferredon the Employee by legislation, has no claim against the Company for compensation, damages orotherwise for or in respect of or by a reason of such termination.
**21. Duty to Deliver Up**
21.1 Upon the termination of this Agreement and the employment of the Employee for any reasonwhatsoever the Employee, on request from the Company must delivery up to the Company allcorrespondence, documents, records, papers, prints, manuals, paper, disks, computer codes,access codes, keys and property of any nature whatsoever belonging to the Company, or to anymember of the Novogen Group which may be in the possession or under custody or control of theEmployee. Any such request must not be made unreasonably.
**22. Inventions and Copyright Works**
22.1 The Employee assigns to the Company:
 (1) all Inventions; and  (2) the entire copyright in all Works
  created by the Employee in the course of his employment.
22.2 The assignment of the Employee’s Inventions and copyright in the Works pursuant to clause22.1 does not restrict the Employee’s right to utilise the general expertise and knowledgeaccumulated by the Employee in the performance of the Services and the Employee is entitled touse routine procedures developed by the Employee in the performance of the Services, providedthat the Employee will not make any reproduction or substantial reproduction of any of theInventions or Works without the written licence of the Company.
22.3 Where the Employee makes a Design arising out of the Services, the Design will be owned bythe Company or the member of the Novogen Group for whom it was made.
22.4 Where the Employee makes any patentable process or article, the Patent will be owned by theCompany or the member of the Novogen Group for whom it was made.
**23. Future Copyright**
23.1 The Employee by this Agreement and pursuant to section 197 of the *Copyright Act 1968*assignsto the Company the copyright that will subsist in respect of any new Works and the new Workswill form part of the Works under this Agreement and the terms and conditions of thisAgreement will apply to those new Works.
23.2 The Employee must immediately provide the Company with copies of any new Works he prints,publishes, makes or procures during the Term.
 

 

23.3 The Employee must immediately assign the copyright in the new Works to the Company.
**24. Further Assurances as to Intellectual Property**
24.1 The Employee must during and after the Term do all acts and things and sign all documents asthe Company may reasonably request to secure the Company’s ownership of rights in theInventions, Works or Designs.
**25. Severability**
25.1 Each word, phrase, sentence, paragraph and clause (“**provision**”) of this Agreement isseverable.
25.2 If a Court determines that any provision of this Agreement is unenforceable, illegal or voidthen it is severed and the other provisions of this Agreement remain operative unless withoutthe offending provision they are fundamentally different.
**26. Waiver**
26.1 A party’s failure or delay to exercise a power or right does not operate as a waiver of thatpower or right.
26.2 The exercise of power or right does not preclude either its exercise in the future or theexercise of any other power or right.
26.3 No waiver is effective unless it is in writing.
26.4 The waiver of a power or right is effective only in respect of the specific instance to whichit relates and for the specific purpose for which it is given.
**27. Entire Understanding**
27.1 This Agreement:
 (1) contains the entire agreement and understanding between the parties oneverything connected with the subject matter of this Agreement; and
 (2) supersedes and merges any prior agreement or understanding on anythingconnected with that subject matter.
27.2 Each party has entered into this Agreement without relying on any representation by any otherparty or any person purporting to represent that party.
**28. Variation**
28.1 An amendment or variation to this Agreement is not effective unless it is in writing andsigned by both parties.
 

 

**29. Further Assurance**
29.1 Each party must promptly at its own cost do all things (including executing all documents)necessary or desirable to give full effect to this Agreement.
**30. Dispute Resolution**
30.1 Unless a party has complied with clauses 30.2, 30.3 and 30.4, that party may not commencecourt proceedings relating to any dispute under this Agreement, except where that party seeksurgent interlocutory relief.
30.2 If there is a dispute under this Agreement the parties must negotiate in good faith toresolve the dispute in a spirit of goodwill and compromise.
30.3 If there is a dispute under this Agreement that is not resolved in accordance with clause33.2, either party may give written notice to the other party stating that it is a noticeunder this clause and specifying the dispute.
33.4 If the dispute is not settled by agreement within 14 days after the notice referred to inclause 33.3 is given, the parties must appoint a mediator and must seek in good faith tosettle the dispute through mediation. If the parties are unable to agree upon a mediatorwithin 14 days after the expiration of the initial 14 days referred to in this clause 33.4,the mediator must be a person nominated by the President of the Law Society of New South Walesor his or her delegate, and either party may request the nomination at any time after theexpiration of the second 14 days referred to in this clause.
**31. Notices**
31.1 A notice or other communication required or permitted to be given by a party to another willbe in writing and;
 (1) delivered; or
 (2) sent by postage prepaid to that party’s address set notified to each party at any time.out in this Agreement or as
31.2 A notice or other communication is deemed given and received if:
 (1) delivered, upon delivery; or
 (2) mailed, on the expiration of 2 Business Days (at the place of mailing) after mailing.
**32. Governing Law and Jurisdiction**
32.1 The law of New South Wales governs this Agreement.
32.2 The parties submit to the non-exclusive jurisdiction of the courts of New South Wales and theFederal Court of Australia.
 

 

**SCHEDULE**       **Item 1.** *Commencement Date*   The date of this Agreement as first written on the first page. **Item 2.** *Initial Term*   Three years. **Item 3.** *Notice Period*   Six months. **Item 4.** *Position*   (1) Chief Financial Officer of the Novogen Group   (2) With responsibilities for:      a) monitoring and reporting on the financialperformance of the Novogen Group;      b) Company Secretary of Marshall Edwards Incand Marshall Edwards Pty Ltd;      c) preparing and filing all financial reportsas required under the corporations law in Australia, the USA ( NASDAQrequirements), and the UK (LSE-AIM);      d) preparing and filing all corporate taxreturns;      e) providing financial and commercial adviceto the Novogen Management Committee and Board;      f) co-ordinating the financial managementof the Novogen Group companies;      g) managing and reporting on the Group’s cash flows;      h) effectively managing and reporting on the utilisation of the Groups assets;      i) developing and co-ordinating the preparation of the Groups budgets and forecasts;      j) developing key financial staff:      k) developing effective relationships with auditors, bankers, lawyers, the financialcommunity and other external advisors;
 

 
            l) completing financial analysis andparticipate in projects which have a significant impact on theCompany;      m) identifying new and better ways of doing business. **Item 5.** *Location*   140 Wicks Road, North Ryde, 2113, New South Wales or such otherplace within the Metropolitan Sydney area as is designated fromtime to time by the Managing Director. **Item 6.** *Accrued Annual Leave*   As accrued from 20 September, 1999 **Item 7.** *Accrued Sick Leave*   As accrued from 20 September, 1999 **Item 8.** *Long Service Leave*   As accrued from 20 September, 1999 **Item 9.** *Remuneration*   $258,500 or such other amount as agreed to from time to time. **Item 10.** *Remuneration shall include:*   (1) Superannuation:      minimum that the Company would be obliged to pay to ensure no shortfall in respect ofthe Employee under *Superannuation Guarantee (Administration) Act 1992*(Com).   (2) Motor Vehicles **Item 11.** *Restraint Period*   5 years **Item 12.** The Managing Director.
 

 

EXECUTED as an agreement on the date set out at the commencement of this Agreement.           THE COMMON SEAL OF  )       **NOVOGEN LABORATORIES PTY LTD**  )       was affixed in accordance with its  )       Articles of Association in the presence of:  )                  S// C NAUGHTON     S// P A JOHNSTON  Director     Director               CHRISTOPHER NAUGHTON     PHILIP ANDREW JOHNSTON  Name of Director     Name of Director                  S// PETER B SIMPSON      Director of Novogen Limited                 PETER BUCHANAN SIMPSON      Name of Director           SIGNED by:  )       **David Ross Seaton**  )       in the presence of:  )    S// DAVID SEATON           S// R L ERRATT          Signature of Witness                     RONALD LEA ERRATT          Name of Witness