<DOCUMENT>
<TYPE>EX-1
<SEQUENCE>2
<FILENAME>e22527ex1.txt
<DESCRIPTION>FORM OF AMENDED AND RESTATED DEPOSIT AGREEMENT
<TEXT>

                                                                       Exhibit 1

                                                                [EXECUTION COPY]

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                                 NOVOGEN LIMITED
                                (ACN 063 259 754)

                                       AND

                              THE BANK OF NEW YORK

                                                                   As Depositary

                                       AND

               OWNERS AND HOLDERS OF AMERICAN DEPOSITARY RECEIPTS

                                Deposit Agreement

                          Dated as of February 23, 1998

                 As Amended and Restated as of December 29, 1998

           As Further Amended and Restated as of _______________, 2005

================================================================================

<PAGE>

1. DEFINITIONS.................................................................4

   SECTION 1.1       AMERICAN DEPOSITARY SHARES................................4
   SECTION 1.2       COMMISSION................................................4
   SECTION 1.3       CUSTODIAN.................................................4
   SECTION 1.4       DEPOSIT AGREEMENT.........................................5
   SECTION 1.5       DEPOSITARY; CORPORATE TRUST OFFICE........................5
   SECTION 1.6       DEPOSITED SECURITIES......................................5
   SECTION 1.7       DOLLARS...................................................5
   SECTION 1.8       FOREIGN REGISTRAR.........................................6
   SECTION 1.9       ISSUER....................................................6
   SECTION 1.10      OWNER.....................................................6
   SECTION 1.11      RECEIPTS..................................................6
   SECTION 1.12      REGISTRAR.................................................6
   SECTION 1.13      RESTRICTED RECEIPTS.......................................7
   SECTION 1.14      RESTRICTED SECURITIES.....................................7
   SECTION 1.15      SECURITIES ACT OF 1933....................................7
   SECTION 1.16      SECURITIES EXCHANGE ACT OF 1934...........................7
   SECTION 1.17      SHARES....................................................8

2. FORM OF RECEIPTS, DEPOSIT OF SHARES, EXECUTION AND DELIVERY, TRANSFER
     AND SURRENDER OF RECEIPTS.................................................8

   SECTION 2.1       FORM AND TRANSFERABILITY OF RECEIPTS......................8
   SECTION 2.2       DEPOSIT OF SHARES.........................................9
   SECTION 2.3       EXECUTION AND DELIVERY OF RECEIPTS.......................11
   SECTION 2.4       TRANSFER OF RECEIPTS; COMBINATION AND SPLIT-UP
                       OF RECEIPTS............................................11
   SECTION 2.5       SURRENDER OF RECEIPTS AND WITHDRAWAL OF SHARES...........12
   SECTION 2.6       LIMITATIONS ON EXECUTION AND DELIVERY, TRANSFER
                       AND SURRENDER OF RECEIPTS..............................15
   SECTION 2.7       LOST RECEIPTS, ETC.......................................15
   SECTION 2.8       CANCELLATION AND DESTRUCTION OF SURRENDERED RECEIPTS.....15
   SECTION 2.9       PRE-RELEASE OF RECEIPTS..................................16

3. CERTAIN OBLIGATIONS OF OWNERS OF RECEIPTS..................................16

   SECTION 3.1       FILING PROOFS, CERTIFICATES AND OTHER INFORMATION........17
   SECTION 3.2       LIABILITY OF OWNER FOR TAXES.............................17
   SECTION 3.3       WARRANTIES ON DEPOSIT OF SHARES..........................18

4. THE DEPOSITED SECURITIES...................................................18

   SECTION 4.1       CASH DISTRIBUTIONS.......................................18
   SECTION 4.2       DISTRIBUTIONS OTHER THAN CASH, SHARES OR RIGHTS..........19
   SECTION 4.3       DISTRIBUTIONS IN SHARES..................................19
   SECTION 4.4       RIGHTS...................................................20
   SECTION 4.5       CONVERSION OF FOREIGN CURRENCY...........................22
   SECTION 4.6       FIXING OF RECORD DATE....................................23
   SECTION 4.7       VOTING OF DEPOSITED SECURITIES...........................24
   SECTION 4.8       CHANGES AFFECTING DEPOSITED SECURITIES...................25
   SECTION 4.9       REPORTS..................................................25
   SECTION 4.10      LISTS OF OWNERS..........................................26
   SECTION 4.11      WITHHOLDING..............................................26

5. THE DEPOSITARY, THE CUSTODIANS AND THE ISSUER..............................26


                                       1
<PAGE>

   SECTION 5.1       MAINTENANCE OF OFFICE AND TRANSFER BOOKS BY
                       THE DEPOSITARY.........................................26
   SECTION 5.2       PREVENTION OR DELAY IN PERFORMANCE BY THE DEPOSITARY
                       OR THE ISSUER..........................................27
   SECTION 5.3       OBLIGATIONS OF THE DEPOSITARY, THE CUSTODIAN AND
                       THE ISSUER.............................................28
   SECTION 5.4       RESIGNATION AND REMOVAL OF THE DEPOSITARY................29
   SECTION 5.5       THE CUSTODIANS...........................................30
   SECTION 5.6       NOTICES AND REPORTS......................................31
   SECTION 5.7       DISTRIBUTION OF ADDITIONAL SHARES, RIGHTS, ETC...........31
   SECTION 5.8       INDEMNIFICATION..........................................32
   SECTION 5.9       CHARGES OF DEPOSITARY....................................33
   SECTION 5.10      RETENTION OF DEPOSITARY DOCUMENTS........................34
   SECTION 5.11      EXCLUSIVITY..............................................35
   SECTION 5.12      LIST OF RESTRICTED SECURITIES OWNERS.....................35

6. AMENDMENT AND TERMINATION..................................................35

   SECTION 6.1       AMENDMENT................................................35
   SECTION 6.2       TERMINATION..............................................36

7. MISCELLANEOUS..............................................................37

   SECTION 7.1       COUNTERPARTS.............................................37
   SECTION 7.2       NO THIRD PARTY BENEFICIARIES.............................38
   SECTION 7.3       SEVERABILITY.............................................38
   SECTION 7.4       HOLDERS AND OWNERS AS PARTIES; BINDING EFFECT............38
   SECTION 7.5       NOTICES..................................................38
   SECTION 7.6       GOVERNING LAW............................................39
   SECTION 7.7       ASSIGNMENT...............................................39
   SECTION 7.8       COMPLIANCE WITH U.S. SECURITIES LAWS.....................40


                                       2
<PAGE>

                                DEPOSIT AGREEMENT

      DEPOSIT  AGREEMENT  dated as of February 23, 1998, as amended and restated
as  of  December  29,  1998,   and  as  further   amended  and  restated  as  of
_____________,  2005, among NOVOGEN LIMITED,  incorporated under the laws of the
Commonwealth of Australia,  (herein called the Issuer),  THE BANK OF NEW YORK, a
New York banking corporation (herein called the Depositary),  and all Owners and
holders from time to time of American Depositary Receipts issued hereunder.

                              W I T N E S S E T H :

      WHEREAS,  the Issuer desires to provide,  as hereinafter set forth in this
Deposit  Agreement,  for the deposit of Shares (as  hereinafter  defined) of the
Issuer  from  time  to time  with  the  Depositary  or with  the  Custodian  (as
hereinafter  defined) as agent of the  Depositary  for the purposes set forth in
this  Deposit  Agreement,   for  the  creation  of  American  Depositary  Shares
representing  the Shares so  deposited  and for the  execution  and  delivery of
American Depositary Receipts evidencing the American Depositary Shares; and

      WHEREAS,  the American  Depositary Receipts are to be substantially in the
form of Exhibit A annexed hereto, with appropriate insertions, modifications and
omissions, as hereinafter provided in this Deposit Agreement;

      NOW,  THEREFORE,  in  consideration  of the premises,  it is agreed by and
between the parties hereto as follows:


                                       3
<PAGE>

1.    DEFINITIONS.

      The following definitions shall for all purposes, unless otherwise clearly
indicated, apply to the respective terms used in this Deposit Agreement:

      Section 1.1 American Depositary Shares.

            The term  "American  Depositary  Shares"  shall mean the  securities
representing  the  interests in the  Deposited  Securities  and evidenced by the
Receipts issued  hereunder.  Each American  Depositary Share shall represent the
number of Shares specified in Exhibit A annexed hereto,  until there shall occur
a distribution upon Deposited  Securities  covered by Section 4.3 or a change in
Deposited  Securities  covered by Section 4.8 with  respect to which  additional
Receipts are not executed and  delivered,  and  thereafter  American  Depositary
Shares shall evidence the amount of Shares or Deposited  Securities specified in
such Sections.

      Section 1.2 Commission.

            The  term  "Commission"  shall  mean  the  Securities  and  Exchange
Commission  of the United  States or any  successor  governmental  agency in the
United States.

      Section 1.3 Custodian.

            The term "Custodian" shall mean the principal  Melbourne,  Victoria,
Australia,  office of Australia  and New Zealand  Banking  Group,  the principal
Melbourne, Victoria, Australia office of National Australia Bank Limited and the
principal  Sydney,  New  South  Wales,  Australia  office  of  HongKong  Bank of
Australia,  Ltd. (herein  collectively called the "Custodian"),  as agent of the
Depositary  for the  purposes of this Deposit  Agreement,  and any other firm or
corporation which may hereafter be appointed


                                       4
<PAGE>

by the  Depositary  pursuant  to the terms of  Section  5.5,  as  substitute  or
additional custodian or custodians  hereunder,  as the context shall require and
shall also mean all of them collectively.

      Section 1.4 Deposit Agreement.

            The term "Deposit Agreement" shall mean this Agreement,  as the same
may be amended from time to time in accordance with the provisions hereof.

      Section 1.5 Depositary; Corporate Trust Office.

            The term  "Depositary"  shall mean The Bank of New York,  a New York
banking corporation.  The term "Corporate Trust Office",  when used with respect
to the Depositary,  shall mean the office of the Depositary which at the date of
this Agreement is 101 Barclay Street, New York, New York, 10286.

      Section 1.6 Deposited Securities.

            The term "Deposited  Securities" as of any time shall mean Shares at
such time deposited or deemed to be deposited  under this Deposit  Agreement and
any and all other  securities,  property and cash received by the  Depositary or
the Custodian in respect thereof and at such time held hereunder,  subject as to
cash to the provisions of Section 4.5.

      Section 1.7 Dollars.

            The term "$s" or "Dollars"  shall mean United  States  dollars.  The
term "A$" shall mean Australian Dollars.


                                       5
<PAGE>

      Section 1.8 Foreign Registrar.

            The term "Foreign  Registrar"  shall mean the entity that  presently
carries out the duties of registrar for the Ordinary Shares of the Issuer or any
successor  as  registrar  for the  Ordinary  Shares of the  Issuer and any other
appointed agent of the Issuer for the transfer and registration of Shares.

      Section 1.9 Issuer.

            The term "Issuer" shall mean Novogen Limited, incorporated under the
laws of the Commonwealth of Australia, and its successors.

      Section 1.10 Owner.

            The term  "Owner"  shall  mean the person in whose name a Receipt is
registered on the books of the Depositary maintained for such purpose.

      Section 1.11 Receipts.

            The term  "Receipts"  shall mean the  American  Depositary  Receipts
issued hereunder evidencing American Depositary Shares.

      Section 1.12 Registrar.

            The term "Registrar"  shall mean any bank or trust company having an
office  in the  Borough  of  Manhattan,  The City of New  York,  which  shall be
appointed to register Receipts and transfers of Receipts as herein provided.


                                       6
<PAGE>

      Section 1.13 Restricted Receipts.

            The  term  "Restricted  Receipts"  shall  mean any  Receipts  issued
pursuant to Section 4.4 hereunder in  connection  with the issuance of rights by
the Issuer as set forth in such Section.  Any such Restricted  Receipts shall be
legended in accordance  with  applicable  U.S. laws, and shall be subject to the
appropriate restrictions on sale, deposit, cancellation, and transfer under such
laws.

      Section 1.14 Restricted Securities.

            The term  "Restricted  Securities"  shall mean  Shares,  or Receipts
representing  such Shares,  which are acquired  directly or indirectly  from the
Issuer or its  affiliates (as defined in Rule 144 to the Securities Act of 1933)
in a transaction or chain of  transactions  not involving any public offering or
which are subject to resale  limitations  under  Regulation  D under that Act or
both, or which are held by an officer,  director (or persons  performing similar
functions)  or other  affiliate  of the  Issuer,  or which are  subject to other
restrictions  on sale or  deposit  under  the  laws of the  United  States,  the
Commonwealth of Australia,  or under a shareholder agreement or the Constitution
of the Issuer.

      Section 1.15 Securities Act of 1933.

            The term  "Securities  Act of 1933"  shall  mean the  United  States
Securities Act of 1933, as from time to time amended.

      Section 1.16 Securities Exchange Act of 1934.

            The term  "Securities  Exchange  Act of 1934"  shall mean the United
States Securities Exchange Act of 1934, as from time to time amended.


                                       7
<PAGE>

      Section 1.17 Shares.

            The  term  "Shares"  shall  mean  fully  paid  Ordinary   Shares  in
registered  form of the Issuer  heretofore  validly issued and  outstanding  and
fully paid,  nonassessable and free of any pre-emptive  rights of the holders of
outstanding  Shares or hereafter  validly issued and outstanding and fully paid,
nonassessable  and free of any pre-emptive  rights of the holders of outstanding
Shares or interim certificates representing such Shares.


2.    FORM OF RECEIPTS, DEPOSIT OF SHARES, EXECUTION AND DELIVERY,  TRANSFER AND
      SURRENDER OF RECEIPTS.


      Section 2.1 Form and Transferability of Receipts.

            Definitive  Receipts shall be substantially in the form set forth in
Exhibit  A annexed  to this  Deposit  Agreement,  with  appropriate  insertions,
modifications  and  omissions,  as  hereinafter  provided.  No Receipt  shall be
entitled to any benefits under this Deposit  Agreement or be valid or obligatory
for any purpose,  unless such Receipt shall have been executed by the Depositary
by the manual or  facsimile  signature  of a duly  authorized  signatory  of the
Depositary  and,  if a Registrar  for the  Receipts  shall have been  appointed,
countersigned by the manual or facsimile  signature of a duly authorized officer
of the Registrar.  The Depositary  shall maintain books on which each Receipt so
executed  and  delivered as  hereinafter  provided and the transfer of each such
Receipt shall be registered.  Receipts bearing the manual or facsimile signature
of a duly  authorized  signatory of the  Depositary who was at any time a proper
signatory of the Depositary shall bind the Depositary, notwithstanding that such
signatory  has ceased to hold such office prior to the execution and delivery of
such  Receipts  by the  Registrar  or did not hold  such  office  on the date of
issuance of such Receipts.


                                       8
<PAGE>

            The Receipts may be endorsed with or have  incorporated  in the text
thereof  such legends or recitals or  modifications  not  inconsistent  with the
provisions  of this Deposit  Agreement as may be required by the  Depositary  or
required to comply with any applicable law or regulations thereunder or with the
rules and  regulations  of any  securities  exchange upon which  Receipts may be
listed or to conform  with any usage with  respect  thereto,  or to indicate any
special limitations or restrictions to which any particular Receipts are subject
by reason of the date of  issuance of the  underlying  Deposited  Securities  or
otherwise.

            Title to a Receipt (and to the American  Depositary Shares evidenced
thereby),  when  properly  endorsed  or  accompanied  by proper  instruments  of
transfer,  shall be transferable by delivery with the same effect as in the case
of  a  negotiable   instrument;   provided,   however,   that  the   Depositary,
notwithstanding  any notice to the contrary,  may treat the Owner thereof as the
absolute  owner thereof for the purpose of  determining  the person  entitled to
distribution of dividends or other  distributions  or to any notice provided for
in this Deposit  Agreement and for all other purposes and neither the Depositary
nor the Issuer shall have any  obligation or be subject to any  liability  under
this  Deposit  Agreement  to any holder of a Receipt  unless  such holder is the
Owner thereof.


      Section 2.2 Deposit of Shares.

            Subject  to the  terms and  conditions  of this  Deposit  Agreement,
Shares or  evidence  of rights to receive  Shares may be  deposited  by delivery
thereof to any Custodian hereunder, accompanied by any appropriate instrument or
instruments of transfer, or endorsement,  in form satisfactory to the Custodian,
together with all such  certifications  as may be required by the  Depositary or
the Custodian in accordance with the provisions of this Deposit Agreement,  and,
if  the  Depositary  requires,  together  with a  written  order  directing  the
Depositary  to execute and deliver to, or upon the written  order of, the person
or  persons  stated in such  order,  a Receipt  or  Receipts  for the  number of


                                       9
<PAGE>

American Depositary Shares representing such deposit. No Share shall be accepted
for deposit unless  accompanied by evidence  satisfactory to the Depositary that
any  necessary  approval  has  been  granted  by any  governmental  body  in the
Commonwealth  of  Australia  which  is  then  performing  the  function  of  the
regulation of currency exchange. If required by the Depositary, Shares presented
for deposit at any time,  whether or not the transfer books of the Issuer or the
Foreign Registrar,  if applicable,  are closed,  shall also be accompanied by an
agreement or assignment,  or other  instrument  satisfactory  to the Depositary,
which will provide for the prompt transfer to the Custodian of any dividend,  or
right to subscribe for additional  Shares or to receive other property which any
person in whose name the Shares are or have been recorded may thereafter receive
upon or in respect of such deposited Shares, or in lieu thereof,  such agreement
of indemnity or other agreement as shall be satisfactory to the Depositary.

            At the  request  and risk and  expense  of any person  proposing  to
deposit Shares,  and for the account of such person,  the Depositary may receive
certificates  for Shares to be deposited,  together  with the other  instruments
herein specified,  for the purpose of forwarding such Share  certificates to the
Custodian for deposit hereunder.

            Upon each delivery to a Custodian of a certificate  or  certificates
for Shares to be deposited  hereunder,  together with the other  documents above
specified,  such Custodian  shall,  as soon as transfer and  recordation  can be
accomplished,  present such  certificate  or  certificates  to the Issuer or the
Foreign  Registrar,  if applicable,  for transfer and  recordation of the Shares
being  deposited in the name of the  Depositary or its nominee or such Custodian
or its nominee.

            Deposited  Securities  shall  be  held  by  the  Depositary  or by a
Custodian  for the account and to the order of the  Depositary  or at such other
place or places as the Depositary shall determine.


                                       10
<PAGE>

      Section 2.3 Execution and Delivery of Receipts.

            Upon receipt by any Custodian of any deposit pursuant to Section 2.2
hereunder  (and in addition,  if the transfer books of the Issuer or the Foreign
Registrar,  if applicable,  are open, the Depositary may in its sole  discretion
require a proper  acknowledgment  or other  evidence  from the  Issuer  that any
Deposited  Securities  have been  recorded  upon the books of the  Issuer or the
Foreign Registrar,  if applicable,  in the name of the Depositary or its nominee
or such Custodian or its nominee), together with the other documents required as
above specified,  such Custodian shall notify the Depositary of such deposit and
the person or persons to whom or upon whose  written order a Receipt or Receipts
are deliverable in respect thereof and the number of American  Depositary Shares
to be represented thereby.  Such notification shall be made by letter or, at the
request,  risk and expense of the person making the deposit,  by cable, telex or
facsimile transmission.  Upon receiving such notice from such Custodian, or upon
the receipt of Shares by the Depositary,  the  Depositary,  subject to the terms
and  conditions  of this  Deposit  Agreement,  shall  execute and deliver at its
Corporate Trust Office,  to or upon the order of the person or persons  entitled
thereto, a Receipt or Receipts, registered in the name or names and representing
any authorized number of American  Depositary Shares requested by such person or
persons,  but only upon payment to the  Depositary of the fees of the Depositary
for the  execution  and  delivery  of such  Receipt or  Receipts  as provided in
Section  5.9,  and of all taxes and  governmental  charges  and fees  payable in
connection with such deposit and the transfer of the Deposited Securities.

      Section 2.4 Transfer of Receipts; Combination and Split-up of Receipts.

            The Depositary,  subject to the terms and conditions of this Deposit
Agreement including payment of the fees of the Depositary as provided in Section
5.9,  shall  register  transfers of Receipts on its transfer  books from time to
time,  upon any  surrender  of a  Receipt,  by the  Owner in person or by a duly
authorized  attorney,  properly endorsed or accompanied by proper instruments of
transfer,  and duly  stamped as may be


                                       11
<PAGE>

required  by the  laws of the  State of New York  and of the  United  States  of
America.  Thereupon the  Depositary  shall execute a new Receipt or Receipts and
deliver  the same to or upon the order of the person  entitled  thereto but only
upon  payment to the  Depositary  of the fees of the  Depositary  as provided in
Section 5.9.

            The Depositary,  subject to the terms and conditions of this Deposit
Agreement,  shall upon  surrender  of a Receipt or  Receipts  for the purpose of
effecting a split-up or  combination  of such Receipt or  Receipts,  execute and
deliver  a new  Receipt  or  Receipts  for any  authorized  number  of  American
Depositary Shares requested,  representing the same aggregate number of American
Depositary Shares as the Receipt or Receipts surrendered.

            The  Depositary may appoint one or more  co-transfer  agents for the
purpose of  effecting  transfers,  combinations  and  split-ups  of  Receipts at
designated  transfer  offices on behalf of the  Depositary.  In carrying out its
functions,  a co-transfer agent may require evidence of authority and compliance
with  applicable laws and other  requirements  by Owners or persons  entitled to
Receipts and will be entitled to protection  and indemnity to the same extent as
the Depositary.


      Section 2.5 Surrender of Receipts and Withdrawal of Shares.

            Upon surrender at the Corporate  Trust Office of the Depositary of a
Receipt for the purpose of withdrawal of the Deposited Securities represented by
the American  Depositary  Shares evidenced by such Receipt,  and upon payment of
the fee of the  Depositary  for the surrender of Receipts as provided in Section
5.9 and payment of all taxes and governmental charges payable in connection with
such  surrender and withdrawal of the Deposited  Securities,  and subject to the
terms and conditions of this Deposit Agreement,  the Owner of such Receipt shall
be entitled to  delivery,  to him or upon his order,  of the amount of Deposited
Securities at the time represented by the


                                       12
<PAGE>

American Depositary Shares evidenced by such Receipt. Delivery of such Deposited
Securities may be made by the delivery of (a)  certificates  in the name of such
Owner or as ordered by him or by certificates  properly  endorsed or accompanied
by proper instruments of transfer to such Owner or as ordered by him and (b) any
other  securities,  property  and cash to which such Owner is then  entitled  in
respect of such Receipts to such Owner or as ordered by him. Such delivery shall
be made, as hereinafter provided, without unreasonable delay.

            A Receipt  surrendered  for such  purposes  may be  required  by the
Depositary to be properly endorsed in blank or accompanied by proper instruments
of transfer in blank, and if the Depositary so requires, the Owner thereof shall
execute and deliver to the  Depositary a written order  directing the Depositary
to cause the Deposited Securities being withdrawn to be delivered to or upon the
written  order of a person or persons  designated  in such order.  Thereupon the
Depositary  shall direct the  Custodian to deliver at the  principal  Melbourne,
Australia,  or  Sydney,  Australia,  as  applicable,  office of such  Custodian,
subject to Sections  2.6, 3.1 and 3.2 and to the other terms and  conditions  of
this Deposit  Agreement,  to or upon the written  order of the person or persons
designated  in the order  delivered to the  Depositary  as above  provided,  the
amount of Deposited  Securities  represented by the American  Depositary  Shares
evidenced by such Receipt,  except that the Depositary may make delivery to such
person  or  persons  at the  Corporate  Trust  Office of the  Depositary  of any
dividends or distributions with respect to the Deposited Securities  represented
by the American  Depositary Shares evidenced by such Receipt, or of any proceeds
of sale of any dividends, distributions or rights, which may at the time be held
by the Depositary.

            At the  request,  risk and  expense of any Owner so  surrendering  a
Receipt,  and for the account of such Owner,  the  Depositary  shall  direct the
Custodian to forward any cash or other property (other than rights)  comprising,
and forward a certificate or  certificates  and other proper  documents of title
for, the Deposited  Securities  represented  by the American  Depositary  Shares
evidenced by such Receipt to the Depositary for


                                       13
<PAGE>

delivery at the Corporate Trust Office of the  Depositary.  Such direction shall
be given by letter or, at the request, risk and expense of such Owner, by cable,
telex or facsimile transmission.


      Section 2.6 Limitations on Execution and Delivery,  Transfer and Surrender
of Receipts.

            As a condition precedent to the execution and delivery, registration
of transfer, split-up,  combination or surrender of any Receipt or withdrawal of
any Deposited  Securities,  the  Depositary,  Custodian or Registrar may require
payment from the  depositor  of Shares or the  presentor of the Receipt of a sum
sufficient  to  reimburse  it for any tax or other  governmental  charge and any
stock transfer or registration fee with respect thereto  (including any such tax
or charge and fee with  respect to Shares  being  deposited  or  withdrawn)  and
payment of any applicable fees as herein provided, may require the production of
proof satisfactory to it as to the identity and genuineness of any signature and
may also require  compliance  with any  regulations the Depositary may establish
consistent  with the provisions of this Deposit  Agreement,  including,  without
limitation, Section 7.8.

            The  delivery of Receipts  against  deposits of Shares  generally or
against  deposits of  particular  Shares may be  suspended,  or the  transfer of
Receipts in particular instances may be refused, or the registration of transfer
of outstanding  Receipts generally may be suspended,  during any period when the
transfer  books of the  Depositary  are closed,  or if any such action is deemed
necessary or advisable by the  Depositary or the Issuer at any time or from time
to time because of any  requirement of law or of any government or  governmental
body or commission, or under any provision of this Deposit Agreement, or for any
other reason, subject to Section 7.8 of this Deposit Agreement. The surrender of
outstanding Receipts and withdrawal of Deposited Securities may not be suspended
subject only to (i) temporary delays caused by closing the transfer books of the


                                       14
<PAGE>

Depositary or the Issuer or the deposit of Shares in connection with voting at a
shareholders'  meeting,  or the payment of dividends,  (ii) the payment of fees,
taxes and similar charges, and (iii) compliance with any U.S. or foreign laws or
governmental  regulations  relating to the Receipts or to the  withdrawal of the
Deposited Securities.  Without limitation of the foregoing, the Depositary shall
not  knowingly  accept for  deposit  under  this  Deposit  Agreement  any Shares
required to be registered  under the  provisions of the  Securities Act of 1933,
unless a registration statement is in effect as to such Shares.


      Section 2.7 Lost Receipts, etc.

            In case any Receipt shall be mutilated,  destroyed,  lost or stolen,
the Depositary shall execute and deliver a new Receipt of like tenor in exchange
and substitution for such mutilated  Receipt upon  cancellation  thereof,  or in
lieu of and in substitution for such destroyed,  lost or stolen Receipt.  Before
the  Depositary  shall execute and deliver a new Receipt in  substitution  for a
destroyed,  lost or stolen Receipt,  the Owner thereof shall have (a) filed with
the  Depositary  (i) a  request  for such  execution  and  delivery  before  the
Depositary  has  notice  that the  Receipt  has  been  acquired  by a bona  fide
purchaser  and (ii) a  sufficient  indemnity  bond and (b)  satisfied  any other
reasonable requirements imposed by the Depositary.

      Section 2.8 Cancellation and Destruction of Surrendered Receipts.

            All Receipts surrendered to the Depositary shall be cancelled by the
Depositary. The Depositary is authorized to destroy Receipts so cancelled.

      Section 2.9 Pre-Release of Receipts.

            Notwithstanding  Section 2.3 hereof,  the Depositary may execute and
deliver  Receipts  prior to the  receipt  of  Shares  pursuant  to  Section  2.2
("Pre-Release").


                                       15
<PAGE>

The Depositary may, pursuant to Section 2.5, deliver Shares upon the receipt and
cancellation  of  Receipts  which  have been  Pre-Released,  whether or not such
cancellation is prior to the  termination of such  Pre-Release or the Depositary
knows that such  Receipt  has been  Pre-Released.  The  Depositary  may  receive
Receipts in lieu of Shares in  satisfaction of a Pre-Release.  Each  Pre-Release
will be (a) preceded or accompanied by a written  representation from the person
to whom Receipts are to be delivered that such person, or its customer, owns the
Shares or  Receipts to be  remitted,  as the case may be, (b) at all times fully
collateralized  with  cash or such  other  collateral  as the  Depositary  deems
appropriate, (c) terminable by the Depositary on not more than five (5) business
days notice, and (d) subject to such further  indemnities and credit regulations
as the Depositary deems  appropriate.  The number of American  Depositary Shares
which are outstanding at any time as a result of Pre-Releases  will not normally
exceed  thirty  percent  (30%)  of the  Shares  deposited  hereunder;  provided,
however,  that the  Depositary  reserves the right to change or  disregard  such
limit from time to time as it deems appropriate.

            The  Depositary  may retain  for its own  account  any  compensation
received by it in connection with the foregoing.


3.    CERTAIN OBLIGATIONS OF OWNERS OF RECEIPTS.


      Section 3.1 Filing Proofs, Certificates and Other Information.

            Any person presenting Shares for deposit or any Owner or holder of a
Receipt may be  required  from time to time to file with the  Depositary  or the
Custodian  such proof of citizenship or residence,  exchange  control  approval,
evidence  of the  number  of  Shares  beneficially  owned or any  other  matters
necessary or appropriate to evidence  compliance  with the  Corporations  Law of
Australia,  the Banking (Foreign Exchange) Regulations or the Australian Foreign
Acquisitions  and  Takeover  Act  1975  or  such


                                       16
<PAGE>

information  relating  to the  registration  on the  books of the  Issuer or the
Foreign Registrar, if applicable,  to execute such certificates and to make such
representations and warranties,  as the Depositary may deem necessary or proper.
The Depositary may, and shall if requested by the Issuer,  withhold the delivery
or registration  of transfer of any Receipt or the  distribution of any dividend
or sale or distribution of rights or of the proceeds  thereof or the delivery of
any Deposited  Securities until such proof or other information is filed or such
certificates  are executed or such  representations  and  warranties  made.  The
Depositary shall provide the Issuer,  upon the Issuer's  reasonable  request and
expense,  in a timely manner,  with copies of any  information or other material
which it receives pursuant to this Section.

      Section 3.2 Liability of Owner for Taxes.

            If any tax or other  governmental  charge shall become  payable with
respect to any Receipt or any Deposited  Securities  represented by any Receipt,
such tax or other  governmental  charge  shall be  payable  by the Owner of such
Receipt to the  Depositary.  The Depositary may refuse to effect any transfer of
such Receipt or any withdrawal of Deposited  Securities  represented by American
Depositary  Shares evidenced by such Receipt until such payment is made, and may
withhold any  dividends or other  distributions,  or may sell for the account of
the Owner thereof any part or all of the Deposited Securities represented by the
American  Depositary  Shares  evidenced  by such  Receipt,  and may  apply  such
dividends or other  distributions or the proceeds of any such sale in payment of
such tax or other governmental charge and the Owner of such Receipt shall remain
liable for any deficiency.

      Section 3.3 Warranties on Deposit of Shares.

            Every person depositing Shares under this Deposit Agreement shall be
deemed  thereby to represent  and warrant that such Shares and each  certificate
therefor  are  validly  issued,  fully  paid,  nonassessable  and  free  of  any
pre-emptive  rights of the  holders


                                       17
<PAGE>

of outstanding Shares and that the person making such deposit is duly authorized
so to do. Every such person  shall also be deemed to represent  that the deposit
of such Shares and the sale of Receipts  evidencing  American  Depositary Shares
representing  such Shares by that person is not restricted  under the Securities
Act of 1933. Such  representations  and warranties  shall survive the deposit of
Shares and issuance of Receipts.


4.    THE DEPOSITED SECURITIES.


      Section 4.1 Cash Distributions.

            Whenever the  Depositary  shall  receive any cash  dividend or other
cash distribution on any Deposited Securities,  the Depositary shall, subject to
the  provisions  of Section 4.5,  convert  such  dividend or  distribution  into
Dollars and shall  distribute  the amount thus  received (net of the fees of the
Depositary as provided in Section 5.9 hereof) to the Owners entitled thereto, in
proportion  to the  number  of  American  Depositary  Shares  representing  such
Deposited Securities held by them respectively;  provided,  however, that in the
event that the Issuer or the  Depositary  shall be required to withhold and does
withhold  from such cash dividend or such other cash  distribution  an amount on
account of taxes, the amount distributed to the Owner of the Receipts evidencing
American  Depositary  Shares  representing  such Deposited  Securities  shall be
reduced accordingly.  The Depositary shall distribute only such amount, however,
as can be distributed  without  attributing to any Owner a fraction of one cent.
Any such  fractional  amounts  shall be rounded to the nearest whole cent and so
distributed to Owners  entitled  thereto.  The Issuer or its agent will remit to
the appropriate governmental agency in the Commonwealth of Australia all amounts
withheld and owing to such agency.  The Depositary will forward to the Issuer or
its agent such information from its records as the Issuer may reasonably request
to enable the Issuer or its agent to file  necessary  reports with  governmental
agencies,  and the  Depositary  or the  Issuer  or its  agent  may file any


                                       18
<PAGE>

such reports  necessary to obtain benefits under the applicable tax treaties for
the Owners of Receipts.

      Section 4.2 Distributions Other Than Cash, Shares or Rights.

            Subject to the  provisions  of Section  4.11 and 5.9,  whenever  the
Depositary shall receive any distribution other than a distribution described in
Sections 4.1, 4.3 or 4.4, the Depositary  shall cause the securities or property
received by it to be distributed to the Owners entitled  thereto,  in proportion
to  the  number  of  American  Depositary  Shares  representing  such  Deposited
Securities held by them respectively, in any manner that the Depositary may deem
equitable  and  practicable  for  accomplishing  such  distribution;   provided,
however,  that if in the opinion of the Depositary such  distribution  cannot be
made  proportionately  among the Owners  entitled  thereto,  or if for any other
reason  (including,  but not limited to, any requirement  that the Issuer or the
Depositary withhold an amount on account of taxes or other governmental  charges
or that such securities  must be registered  under the Securities Act of 1933 in
order to be  distributed  to  Owners  or  holders)  the  Depositary  deems  such
distribution not to be feasible,  the Depositary may adopt such method as it may
deem equitable and practicable  for the purpose of effecting such  distribution,
including,  but not limited to, the public or private sale of the  securities or
property thus  received,  or any part thereof,  and the net proceeds of any such
sale (net of the fees of the  Depositary  as provided  in Section  5.9) shall be
distributed by the Depositary to the Owners entitled thereto as in the case of a
distribution received in cash.

      Section 4.3 Distributions in Shares.

            If any  distribution  upon any  Deposited  Securities  consists of a
dividend in, or free  distribution of, Shares,  the Depositary may, and shall if
the Issuer shall so request,  distribute to the Owners of  outstanding  Receipts
entitled  thereto,  in  proportion to the number of American  Depositary  Shares
representing  such Deposited  Securities held by them  respectively,  additional
Receipts evidencing an aggregate number of American


                                       19
<PAGE>

Depositary Shares representing the amount of Shares received as such dividend or
free distribution,  subject to the terms and conditions of the Deposit Agreement
with  respect to the deposit of Shares and the  issuance of American  Depositary
Shares  evidenced by Receipts,  including  the  withholding  of any tax or other
governmental  charge as provided in Section  4.11 and the payment of the fees of
the  Depositary as provided in Section 5.9. In lieu of  delivering  Receipts for
fractional  American  Depositary  Shares in any such case, the Depositary  shall
sell the amount of Shares  represented  by the  aggregate of such  fractions and
distribute  the net  proceeds,  all in the manner and subject to the  conditions
described in Section 4.1. If additional  Receipts are not so  distributed,  each
American Depositary Share shall thenceforth also represent the additional Shares
distributed upon the Deposited Securities represented thereby.

      Section 4.4 Rights.

            In the event that the Issuer  shall  offer or cause to be offered to
the holders of any Deposited  Securities  any rights to subscribe for additional
Shares or any rights of any other nature,  the Depositary  shall have discretion
as to the procedure to be followed in making such rights available to any Owners
or in  disposing  of such  rights on behalf of any  Owners  and  making  the net
proceeds available to such Owners or, if by the terms of such rights offering or
for any other reason,  the Depositary may not either make such rights  available
to any Owners or dispose of such rights and make the net  proceeds  available to
such  Owners,  then the  Depositary  shall allow the rights to lapse;  provided,
however, if at the time of the offering of any rights the Depositary  determines
in its discretion  that it is lawful and feasible to make such rights  available
to all Owners or to certain  Owners but not to other Owners,  the Depositary may
distribute to any Owner to whom it determines the  distribution to be lawful and
feasible, in proportion to the number of American Depositary Shares held by such
Owner,  warrants  or  other  instruments  therefor  in  such  form  as it  deems
appropriate.  If the  Depositary  determines  in its  discretion  that it is not
lawful and feasible to make such rights available to certain


                                       20
<PAGE>

Owners,  it may sell the rights,  warrants or other instruments in proportion to
the  number of  American  Depositary  Shares  held by the  Owners to whom it has
determined  it may not  lawfully or feasibly  make such  rights  available,  and
allocate  the net proceeds of such sales (net of the fees of the  Depositary  as
provided  in  Section  5.9 and all taxes and  governmental  charges  payable  in
connection  with such  rights and  subject to the terms and  conditions  of this
Deposit  Agreement)  for the account of such Owners  otherwise  entitled to such
rights, warrants or other instruments, upon an averaged or other practical basis
without  regard to any  distinctions  among  such  Owners  because  of  exchange
restrictions or the date of delivery of any Receipt or otherwise. The Depositary
shall not be  responsible  for any failure to determine that it may be lawful or
feasible  to make such  rights  available  to Owners in  general or any Owner in
particular.

            If an Owner of Receipts  requests  the  distribution  of warrants or
other  instruments  in order to exercise  the rights  allocable  to the American
Depositary Shares of such Owner hereunder,  the Depositary will make such rights
available  to such Owner upon written  notice from the Issuer to the  Depositary
that (a) the Issuer has elected in its sole  discretion to permit such rights to
be exercised  and (b) such Owner has executed  such  documents as the Issuer has
determined in its sole discretion are reasonably  required under applicable law.
Upon  instruction  pursuant  to  such  warrants  or  other  instruments  to  the
Depositary  from such Owner to exercise such rights,  upon payment by such Owner
to the  Depositary  for the  account  of such  Owner of an  amount  equal to the
purchase price of the Shares to be received upon the exercise of the rights, and
upon  payment of the fees of the  Depositary  as set forth in such  warrants  or
other instruments,  the Depositary shall, on behalf of such Owner,  exercise the
rights  and  purchase  the  Shares,  and the  Issuer  shall  cause the Shares so
purchased to be delivered to the  Depositary  on behalf of such Owner.  As agent
for such  Owner,  the  Depositary  will  cause  the  Shares so  purchased  to be
deposited pursuant to Section 2.2 of this Deposit Agreement, and shall, pursuant
to Section  2.3 of this  Deposit  Agreement,  execute  and deliver to such Owner
Restricted Receipts.


                                       21
<PAGE>

                  If  registration  under  the  Securities  Act of  1933  of the
securities  to which any rights  relate is  required  in order for the Issuer to
offer such rights to Owners and sell the  securities  upon the  exercise of such
rights to Owners, the Depositary will not offer such rights to the Owners unless
and until such a registration statement is in effect, or unless the offering and
sale of  such  securities  to the  Owners  of  such  Receipts  are  exempt  from
registration  under the  provisions of such Act.  Nothing in this Section 4.4 or
elsewhere  in this  agreement  shall  create any  obligation  on the part of the
Issuer to file a registration statement.

      Section 4.5 Conversion of Foreign Currency.

            Whenever the Depositary  shall receive foreign  currency,  by way of
dividends  or  other  distributions  or  the  net  proceeds  from  the  sale  of
securities,  property or rights,  and if at the time of the receipt  thereof the
foreign  currency so received can in the judgment of the Depositary be converted
on a reasonable basis into Dollars and the resulting Dollars  transferred to the
United States, the Depositary shall convert or cause to be converted, by sale or
in any other manner that it may determine,  such foreign  currency into Dollars,
and such Dollars shall be distributed to the Owners entitled  thereto or, if the
Depositary  shall have  distributed  any  warrants  or other  instruments  which
entitle  the  holders  thereof  to such  Dollars,  then to the  holders  of such
warrants  and/or  instruments  upon  surrender  thereof for  cancellation.  Such
distribution  may be made upon an averaged or other  practicable  basis  without
regard to any distinctions among Owners on account of exchange restrictions, the
date of delivery of any Receipt or otherwise and shall be net of any expenses of
conversion into Dollars incurred by the Depositary as provided in Section 5.9.

            If such  conversion  or  distribution  can be effected only with the
approval or license of any government or agency  thereof,  the Depositary  shall
file such application for


                                       22
<PAGE>

approval or license,  if any, as it may deem desirable provided,  however,  that
the Issuer shall not be required to make any such filings.

            If at any time the Depositary shall determine that in its reasonable
judgment any foreign currency received by the Depositary is not convertible on a
reasonable  basis into  Dollars  transferable  to the United  States,  or if any
approval or license of any  government  or agency  thereof which is required for
such conversion is denied or in the reasonable  opinion of the Depositary is not
obtainable,  or if any  such  approval  or  license  is not  obtained  within  a
reasonable period as determined by the Depositary, the Depositary may distribute
the foreign currency (or an appropriate document evidencing the right to receive
such foreign  currency)  received by the Depositary to, or in its discretion may
hold such foreign currency uninvested and without liability for interest thereon
for the respective accounts of, the Owners entitled to receive the same.

            If any such  conversion  of foreign  currency,  in whole or in part,
cannot be effected for distribution to some of the Owners entitled thereto,  the
Depositary  may in its  discretion  make such  conversion  and  distribution  in
Dollars  to the  extent  permissible  to the  Owners  entitled  thereto  and may
distribute the balance of the foreign currency received by the Depositary to, or
hold such balance  uninvested and without liability for interest thereon for the
respective accounts of, the Owners entitled thereto.


      Section 4.6 Fixing of Record Date.

            Whenever any cash dividend or other cash  distribution  shall become
payable or any  distribution  other than cash shall be made, or whenever  rights
shall be issued with respect to the  Deposited  Securities,  or whenever for any
reason  the  Depositary  causes  a  change  in the  number  of  Shares  that are
represented by each American  Depositary Share, or whenever the Depositary shall
receive  notice  of  any


                                       23
<PAGE>

meeting of holders of Shares or other Deposited Securities, the Depositary shall
fix a record date which  shall,  insofar as is  reasonably  practicable,  be the
same, or as near as practicable to, the record date established by the Issuer in
respect of the Shares, if any, (a) for the determination of the Owners who shall
be (i)  entitled to receive  such  dividend,  distribution  or rights or the net
proceeds  of the  sale  thereof,  (ii)  entitled  to give  instructions  for the
exercise of voting rights at any such meeting or (iii)  responsible  for any fee
assessed by the  Depositary  pursuant to this  Deposit  Agreement,  or (b) on or
after which each American  Depositary Share will represent the changed number of
Shares.  Subject to the  provisions of Sections 4.1 through 4.5 and to the other
terms and conditions of this Deposit  Agreement,  the Owners on such record date
shall be entitled,  as the case may be, to receive the amount  distributable  by
the  Depositary  with  respect to such  dividend or other  distribution  or such
rights or the net  proceeds  of sale  thereof  in  proportion  to the  number of
American  Depositary  Shares  held  by  them  respectively  and to  give  voting
instructions and to act in respect of any other such matter.

      Section 4.7 Voting of Deposited Securities.

            Upon  receipt of notice of any meeting of holders of Shares or other
Deposited  Securities,  if  requested  in writing  by the Issuer the  Depositary
shall, as soon as practicable thereafter,  mail to the Owners a notice, the form
of which notice shall be in the sole discretion of the  Depositary,  which shall
contain (a) such information as is contained in such notice of meeting,  and (b)
a statement  that the Owners as of the close of  business on a specified  record
date will be entitled,  subject to any  applicable  provision of the laws of the
Commonwealth of Australia and of the Constitution of the Issuer, to instruct the
Depositary as to the exercise of the voting  rights,  if any,  pertaining to the
amount of Shares or other Deposited  Securities  represented by their respective
American  Depositary Shares. Upon the written request of an Owner on such record
date,  received on or before the date  established  by the  Depositary  for such
purpose,  the Depositary  shall endeavor,  in so far as practicable,  to vote or
cause to be voted the amount of Shares or


                                       24
<PAGE>

other  Deposited  Securities  represented  by  the  American  Depositary  Shares
evidenced by such Receipt in accordance with the  instructions set forth in such
request.  The Depositary shall not vote or attempt to exercise the right to vote
that  attaches  to the  Shares  or other  Deposited  Securities,  other  than in
accordance  with such  instructions.  The Issuer shall be under no obligation to
verify instructions received from Owners and voted upon by the Depositary.

      Section 4.8 Changes Affecting Deposited Securities.

            In  circumstances  where the provisions of Section 4.3 do not apply,
upon any change in nominal value, change in par value,  split-up,  consolidation
or  any  other   reclassification   of   Deposited   Securities,   or  upon  any
recapitalization,  reorganization,  merger  or  consolidation  or sale of assets
affecting the Issuer or to which it is a party,  any  securities  which shall be
received by the Depositary or a Custodian in exchange for or in conversion of or
in respect of Deposited Securities, shall be treated as new Deposited Securities
under this Deposit Agreement,  and American  Depositary Shares shall thenceforth
represent  the new Deposited  Securities so received in exchange or  conversion,
unless additional Receipts are delivered pursuant to the following sentence.  In
any such case the  Depositary  may,  and shall if the Issuer  shall so  request,
execute and deliver additional  Receipts as in the case of a dividend in Shares,
or call for the  surrender  of  outstanding  Receipts  to be  exchanged  for new
Receipts specifically describing such new Deposited Securities.

      Section 4.9 Reports.

            The Depositary  shall make available for inspection by Owners at its
Corporate  Trust  Office any reports  and  communications,  including  any proxy
soliciting material, received from the Issuer which are both (a) received by the
Depositary  as the holder of the  Deposited  Securities  and (b) made  generally
available  to the  holders  of such  Deposited  Securities  by the  Issuer.  The
Depositary shall also, upon written  request,  send


                                       25
<PAGE>

to the Owners  copies of such reports when  furnished by the Issuer  pursuant to
Section 5.6.

      Section 4.10 Lists of Owners.

            Promptly upon request by the Issuer,  the Depositary  shall,  at the
expense of the Issuer,  furnish to it a list, as of a recent date, of the names,
addresses  and  holdings of American  Depositary  Shares by all persons in whose
names Receipts are registered on the books of the Depositary.

      Section 4.11 Withholding.

            In the event that the Depositary determines that any distribution in
property  (including Shares and rights to subscribe  therefor) is subject to any
tax or other governmental  charge which the Depositary is obligated to withhold,
the Depositary may by public or private sale dispose of all or a portion of such
property (including Shares and rights to subscribe therefor) in such amounts and
in such manner as the Depositary deems necessary and practicable to pay any such
taxes or charges and the  Depositary  shall  distribute  the net proceeds of any
such sale after  deduction  of such  taxes or  charges  to the  Owners  entitled
thereto in proportion to the number of American  Depositary  Shares held by them
respectively.

5. THE DEPOSITARY, THE CUSTODIANS AND THE ISSUER.

      Section 5.1 Maintenance of Office and Transfer Books by the Depositary.

            Until  termination of this Deposit  Agreement in accordance with its
terms,  the Depositary  shall maintain in the Borough of Manhattan,  The City of
New York, facilities for the execution and delivery, registration,  registration
of transfers and surrender of Receipts in accordance with the provisions of this
Deposit Agreement.


                                       26
<PAGE>

            The Depositary shall keep books for the registration of Receipts and
transfers of Receipts which at all reasonable times shall be open for inspection
by the Owners,  provided  that such  inspection  shall not be for the purpose of
communicating with the Owners in the interest of a business or object other than
the business of the Issuer or a matter related to this Deposit  Agreement or the
Receipts.

            The  Depositary  may close the transfer  books,  at any time or from
time to time, when deemed  expedient by it in connection with the performance of
its duties hereunder.

            If any Receipts or the American  Depositary Shares evidenced thereby
are listed on one or more stock  exchanges in the United States,  the Depositary
shall act as Registrar or appoint a Registrar or one or more  co-registrars  for
registry of such Receipts in accordance  with any  requirements of such exchange
or exchanges.


      Section 5.2  Prevention or Delay in  Performance  by the Depositary or the
Issuer.

            Neither the  Depositary  nor the Issuer nor any of their  respective
directors,  employees,  agents or  affiliates  shall incur any  liability to any
Owner or holder of any Receipt, (i) if by reason of any provision of any present
or future law or regulation of the United States or any other country, or of any
governmental  or  regulatory  authority or stock  exchange,  or by reason of any
provision, present or future, of the Constitution of the Issuer, or by reason of
any provision of any  securities  issued or  distributed  by the Issuer,  or any
offering  or  distribution  thereof,  or by  reason  of any act of God or war or
terrorism or other  circumstances  beyond its  control,  the  Depositary  or the
Issuer shall be prevented, delayed or forbidden from, or be subject to any civil
or criminal penalty on account of, doing or performing any act or thing which by
the terms of this Deposit Agreement or Deposited Securities it is provided shall
be done or performed;  (ii) by reason of any non-performance or delay, caused as
aforesaid,  in the  performance  of any act or thing


                                       27
<PAGE>

which by the terms of this Deposit Agreement it is provided shall or may be done
or  performed,  (iii) by reason of any exercise of, or failure to exercise,  any
discretion provided for in this Deposit Agreement, (iv) for the inability of any
Owner or holder  to  benefit  from any  distribution,  offering,  right or other
benefit which is made  available to holders of Deposited  Securities but is not,
under the terms of this Deposit Agreement,  made available to Owners or holders,
or (v) for any special,  consequential or punitive damages for any breach of the
terms of this Deposit Agreement.  Where, by the terms of a distribution pursuant
to  Sections  4.1,  4.2,  or 4.3 of the  Deposit  Agreement,  or an  offering or
distribution pursuant to Section 4.4 of the Deposit Agreement,  or for any other
reason,  such distribution or offering may not be made available to Owners,  and
the  Depositary  may not dispose of such  distribution  or offering on behalf of
such  Owners  and make  the net  proceeds  available  to such  Owners,  then the
Depositary  shall not make such  distribution  or offering,  and shall allow any
rights, if applicable, to lapse.

      Section 5.3 Obligations of the Depositary, the Custodian and the Issuer.

            The  Issuer  assumes  no  obligation  nor shall it be subject to any
liability under this Deposit Agreement to Owners or holders of Receipts,  except
that it agrees to perform its obligations specifically set forth in this Deposit
Agreement without negligence or bad faith.

            The Depositary  assumes no obligation nor shall it be subject to any
liability  under this  Deposit  Agreement  to any Owner or holder of any Receipt
(including, without limitation,  liability with respect to the validity or worth
of the Deposited  Securities),  except that it agrees to perform its obligations
specifically  set forth in this  Deposit  Agreement  without  negligence  or bad
faith.

            Neither the  Depositary nor the Issuer shall be under any obligation
to appear  in,  prosecute  or defend any  action,  suit or other  proceeding  in
respect of any


                                       28
<PAGE>

Deposited  Securities  or in respect of the  Receipts  on behalf of any Owner or
holder or any person.

            Neither the Depositary nor the Issuer shall be liable for any action
or  nonaction  by it in reliance  upon the advice of or  information  from legal
counsel, accountants, any person presenting Shares for deposit, any Owner or any
other person believed by it in good faith to be competent to give such advice or
information.

            The Depositary shall not be responsible for any failure to carry out
any  instructions  to vote any of the Deposited  Securities or for the manner in
which any such vote is cast or the  effect of any such vote,  provided  that any
such action or nonaction is in good faith.

            No  disclaimer  of  liability  under the  Securities  Act of 1933 is
intended by any provision of this Deposit Agreement.


      Section 5.4 Resignation and Removal of the Depositary.

            The Depositary may at any time resign as Depositary hereunder by 120
days prior written notice of its election so to do delivered to the Issuer.  The
Depositary  may at any time be removed  by the Issuer by 120 days prior  written
notice of such removal,  to become effective upon the later of (i) the 120th day
after  delivery of the notice to the  Depositary  and (ii) the  appointment of a
successor  depositary  and its  acceptance of such  appointment  as  hereinafter
provided. In case at any time the Depositary acting hereunder shall resign or be
removed,  the  Issuer  shall use  reasonable  efforts  to  appoint  a  successor
depositary,  which  shall be a bank or trust  company  having  an  office in the
Borough of Manhattan,  The City of New York.  Every successor  depositary  shall
execute  and  deliver  to its  predecessor  and to the Issuer an  instrument  in
writing  accepting  its  appointment  hereunder,  and thereupon  such  successor
depositary,  without any further act or deed, shall become fully vested with all
the  rights,  powers,


                                       29
<PAGE>

duties and obligations of its predecessor,  but such predecessor,  nevertheless,
upon  payment of all sums due it and on the written  request of the Issuer shall
execute and deliver an instrument  transferring to such successor all rights and
powers of such predecessor  hereunder,  shall duly assign,  transfer and deliver
all right, title and interest in the Deposited Securities to such successor, and
shall  deliver  to  such  successor  a list  of the  Owners  of all  outstanding
Receipts.  Any such  successor  depositary  shall  promptly  mail  notice of its
appointment to the Owners.  In case at any time the Depositary  acting hereunder
shall  resign or be  removed,  it shall  continue to act as  Depositary  for the
purpose of terminating this Deposit Agreement pursuant to Section 6.2.

            Any  corporation  into or with which the Depositary may be merged or
consolidated  shall be the successor of the Depositary  without the execution or
filing of any document or any further act.


      Section 5.5 The Custodians.

            The  Custodian  shall be subject at all times and in all respects to
the  directions of the  Depositary  and shall be  responsible  solely to it. Any
Custodian  may resign and be discharged  from its duties  hereunder by notice of
such resignation  delivered to the Depositary at least 30 days prior to the date
on which such resignation is to become effective. If upon such resignation there
shall be no Custodian acting  hereunder,  the Depositary  shall,  promptly after
receiving such notice,  appoint a substitute  custodian or  custodians,  each of
which shall thereafter be a Custodian hereunder.  Whenever the Depositary in its
discretion determines that it is in the best interest of the Owners to do so, it
may appoint  substitute  or  additional  custodian  or  custodians,  which shall
thereafter be one of the Custodians hereunder. Upon demand of the Depositary any
Custodian  shall  deliver  such of the  Deposited  Securities  held by it as are
requested  of it to  any  other  Custodian  or  such  substitute  or  additional
custodian or  custodians.  Each such  substitute


                                       30
<PAGE>

or additional  custodian  shall deliver to the  Depositary,  forthwith  upon its
appointment,  an  acceptance  of  such  appointment  satisfactory  in  form  and
substance to the Depositary.

      Section 5.6 Notices and Reports.

            On or before  the first date on which the Issuer  gives  notice,  by
publication or otherwise, of any meeting of holders of Shares or other Deposited
Securities, or of any adjourned meeting of such holders, or of the taking of any
action in  respect of any cash or other  distributions  or the  offering  of any
rights, the Issuer agrees to transmit to the Depositary and the Custodian a copy
of the  notice  thereof in the form given or to be given to holders of Shares or
other Deposited Securities.

            The Issuer will arrange for the prompt  transmittal by the Issuer to
the  Depositary  and the  Custodian  of such  notices and any other  reports and
communications  which are made  generally  available by the Issuer to holders of
its Shares.  If requested in writing by the Issuer,  the Depositary will arrange
for the mailing, at the Issuer's expense, of copies of such notices, reports and
communications to all Owners. The Issuer will timely provide the Depositary with
the quantity of such notices,  reports, and communications,  as requested by the
Depositary  from  time to time,  in order  for the  Depositary  to  effect  such
mailings.


      Section 5.7 Distribution of Additional Shares, Rights, etc.

            The  Issuer  agrees  that in the  event of any  distribution  of (1)
additional   Shares,   (2)  rights  to  subscribe  for  Shares,  (3)  securities
convertible into Shares, or (4) rights to subscribe for such securities, (each a
"Distribution")  the Issuer will  promptly  furnish to the  Depositary a written
opinion from U.S. counsel for the Issuer, which counsel shall be satisfactory to
the Depositary,  stating whether or not the Distribution requires a Registration
Statement  under the Securities Act of 1933 to be in effect prior to


                                       31
<PAGE>

making such Distribution available to Owners entitled thereto. If in the opinion
of such counsel a Registration Statement is required, such counsel shall furnish
to the Depositary a written opinion as to whether or not there is a Registration
Statement in effect which will cover such Distribution.

            The Issuer  agrees with the  Depositary  that neither the Issuer nor
any company controlled by the Issuer will at any time deposit any Shares, either
originally  issued or previously  issued and  reacquired by the Issuer or by any
company under its control,  unless a  Registration  Statement is in effect as to
such  Shares  under the  Securities  Act of 1933  unless the  Issuer  shall have
delivered to the  Depositary  an opinion of U.S.  counsel for the Issuer,  which
counsel shall be satisfactory to the Depositary, to the effect that registration
under the Securities Act is not required.


      Section 5.8 Indemnification.

            The  Issuer  agrees to  indemnify  the  Depositary,  its  directors,
employees,  agents and  affiliates and any Custodian  against,  and hold each of
them harmless from, any liability or expense (including, but not limited to, the
fees and expenses of counsel)  which may arise out of acts performed or omitted,
in accordance with the provisions of this Deposit Agreement and of the Receipts,
as the same may be amended,  modified or supplemented  from time to time, (i) by
either the Depositary or a Custodian or their respective  directors,  employees,
agents and  affiliates,  except for any liability or expense  arising out of the
negligence  or bad faith of either of them,  or (ii) by the Issuer or any of its
directors, employees, agents and affiliates.

            The  Depositary  agrees to  indemnify  the  Issuer,  its  directors,
employees,  agents and  affiliates  and hold them harmless from any liability or
expense  which may arise out of acts  performed or omitted by the  Depositary or
its Custodian or their respective  directors,  employees,  agents and affiliates
due to their negligence or bad faith.


                                       32
<PAGE>

      Section 5.9 Charges of Depositary.

            The  Issuer  agrees  to  pay  the  fees,   reasonable  expenses  and
out-of-pocket  charges  of the  Depositary  and those of any  Registrar  only in
accordance  with  agreements in writing  entered into between the Depositary and
the Issuer from time to time.  The  Depositary  shall  present its statement for
such  charges and expenses to the Issuer at least once every three  months.  The
charges  and  expenses  of  the  Custodian  are  for  the  sole  account  of the
Depositary.

            The following  charges shall be incurred by any party  depositing or
withdrawing Shares or by any party surrendering Receipts or to whom Receipts are
issued (including, without limitation,  issuance pursuant to a stock dividend or
stock  split  declared  by the  Issuer or an  exchange  of stock  regarding  the
Receipts or  Deposited  Securities  or a  distribution  of Receipts  pursuant to
Section 4.3  hereof),  whichever  applicable:  (1) taxes and other  governmental
charges,  (2) such  registration  fees as may from time to time be in effect for
the  registration of transfers of Shares  generally on the share register of the
Issuer or Foreign Registrar and applicable to transfers of Shares to or from the
name of the  Depositary  or its nominee or the  Custodian  or its nominee on the
making of deposits or withdrawals hereunder, (3) such cable, telex and facsimile
transmission  expenses as are expressly provided in this Deposit Agreement,  (4)
such  expenses as are incurred by the  Depositary  in the  conversion of foreign
currency  pursuant to Section  4.5, (5) a fee not in excess of $5.00 or less per
100  American  Depositary  Shares (or portion  thereof)  for the  execution  and
delivery of Receipts  pursuant to Section  2.3,  the  execution  and delivery of
Receipts  pursuant to Section  4.3 and the  surrender  of  Receipts  pursuant to
Section  2.5 or 6.2,  (6) a fee not in  excess  of  $.02  or less  per  American
Depositary Share (or portion thereof) for any cash distribution made pursuant to
the Deposit  Agreement  including,  but not limited to Sections  4.1 through 4.4
hereof,  (7) a fee for the  distribution of securities  pursuant to Section 4.2,
such fee being in an amount equal to the fee for the  execution  and delivery of
American  Depositary Shares


                                       33
<PAGE>

referred to above  which  would have been  charged as a result of the deposit of
such  securities  (for purposes of this clause 7 treating all such securities as
if they were  Shares)  but  which  securities  are  instead  distributed  by the
Depositary  to  Owners,  (8) a fee not in  excess  of $.02 or less per  American
Depositary Share (or portion thereof) for depositary services, which will accrue
on the last day of each  calendar  year and which will be payable as provided in
clause (9) below;  provided,  however,  that no fee will be assessed  under this
clause (8) to the extent a fee of $.02 was charged  pursuant to clause (6) above
during that  calendar year and (9) any other charge  payable by the  Depositary,
any of the Depositary's  agents,  including the Custodian,  or the agents of the
Depositary's  agents  in  connection  with  the  servicing  of  Shares  or other
Deposited  Securities  (which charge shall be assessed  against Owners as of the
date or dates set by the Depositary in accordance  with Section 4.6 and shall be
payable at the sole discretion of the Depositary by billing such owners for such
charge or by deducting such charge from one or more cash dividends or other cash
distributions.

            The Depositary,  subject to Section 2.9 hereof,  may own and deal in
any class of securities of the Issuer and its affiliates and in Receipts.

      Section 5.10 Retention of Depositary Documents.

            The  Depositary is authorized to destroy those  documents,  records,
bills and other data compiled  during the term of this Deposit  Agreement at the
times permitted by the laws or regulations  governing the Depositary  unless the
Issuer  requests that such papers be retained for a longer period or turned over
to the Issuer or to a successor depositary.


                                       34
<PAGE>

      Section 5.11 Exclusivity.

            The Issuer agrees not to appoint any other  depositary  for issuance
of  American  Depositary  Receipts  so long as The Bank of New York is acting as
Depositary hereunder.

      Section 5.12 List of Restricted Securities Owners.

            From time to time, the Issuer shall provide to the Depositary a list
setting forth, to the actual knowledge of the Issuer,  those persons or entities
who beneficially own Restricted Securities and the Issuer shall update that list
on a regular  basis.  The Issuer agrees to advise in writing each of the persons
or entities so listed that such Restricted Securities are ineligible for deposit
hereunder.  The  Depositary  may rely on such a list or update  but shall not be
liable for any action or omission made in reliance thereon.

6.    AMENDMENT AND TERMINATION.

      Section 6.1 Amendment.

            The  form  of the  Receipts  and  any  provisions  of  this  Deposit
Agreement may at any time and from time to time be amended by agreement  between
the Issuer and the  Depositary in any respect  which they may deem  necessary or
desirable.  Any  amendment  which shall  impose or increase  any fees or charges
(other than taxes and other  governmental  charges),  or which  shall  otherwise
prejudice any substantial existing right of Owners,  shall,  however, not become
effective as to  outstanding  Receipts until the expiration of thirty days after
notice of such  amendment  shall have been  given to the  Owners of  outstanding
Receipts.  Every Owner at the time any amendment so becomes


                                       35
<PAGE>

effective  shall be deemed,  by continuing to hold such Receipt,  to consent and
agree to such  amendment  and to be bound by the  Deposit  Agreement  as amended
thereby.  In no event shall any  amendment  impair the right of the Owner of any
Receipt to surrender such Receipt and receive therefor the Deposited  Securities
represented  thereby,  except in order to comply with  mandatory  provisions  of
applicable law.

      Section 6.2 Termination.

            Upon the  resignation  or  removal  of the  Depositary  pursuant  to
Section 5.4, or at any time at the direction of the Issuer, the Depositary shall
terminate this Deposit  Agreement by mailing  notice of such  termination to the
Owners of all Receipts then outstanding at least 30 days prior to the date fixed
in such notice for such termination.  On and after the date of termination,  the
Owner of a Receipt,  upon (a) surrender of such Receipt at the  Corporate  Trust
Office of the  Depositary,  (b)  payment  of the fee of the  Depositary  for the
surrender  of  Receipts  referred  to in  Section  2.5,  and (c)  payment of any
applicable taxes or governmental  charges,  will be entitled to delivery, to him
or upon his order,  of the amount of  Deposited  Securities  represented  by the
American  Depositary  Shares  evidenced by such Receipt.  If any Receipts  shall
remain  outstanding  after the date of  termination,  the Depositary  thereafter
shall  discontinue the registration of transfers of Receipts,  shall suspend the
distribution of dividends to the Owners thereof,  and shall not give any further
notices or perform any further  acts under this Deposit  Agreement,  except that
the  Depositary  shall  continue to collect  dividends  and other  distributions
pertaining  to  Deposited  Securities,  shall sell  rights as  provided  in this
Deposit Agreement, and shall continue to deliver Deposited Securities,  together
with any dividends or other distributions  received with respect thereto and the
net  proceeds  of the sale of any  rights or other  property,  in  exchange  for
Receipts  surrendered to the Depositary (after deducting,  in each case, the fee
of the Depositary  for the surrender of a Receipt,  any expenses for the account
of the Owner of such Receipt in accordance with the terms and conditions of this
Deposit  Agreement,  and any applicable taxes or governmental  charges).  At any
time  after


                                       36
<PAGE>

the expiration of one year from the date of termination, the Depositary may sell
the Deposited  Securities then held hereunder and may thereafter hold uninvested
the net proceeds of any such sale,  together with any other cash then held by it
hereunder,  unsegregated  and without  liability for interest,  for the pro rata
benefit of the Owners who have not theretofore  surrendered their Receipts, such
Owners thereupon  becoming  general  creditors of the Depositary with respect to
such net proceeds.  After making such sale, the  Depositary  shall be discharged
from all obligations  under this Deposit  Agreement,  except to account for such
net  proceeds  and other cash  (after  deducting,  in each case,  the fee of the
Depositary  for the surrender of a Receipt,  any expenses for the account of the
Owner of such  Receipt  in  accordance  with the  terms and  conditions  of this
Deposit Agreement,  and any applicable taxes or governmental charges) and except
for its  obligations  under  Section 5.8 hereof.  Upon the  termination  of this
Deposit  Agreement,  the Issuer shall be discharged from all  obligations  under
this  Deposit  Agreement  except for its  obligations  to the  Depositary  under
Sections 5.8 and 5.9 hereof.

7.    MISCELLANEOUS.

      Section 7.1 Counterparts.

            This   Deposit   Agreement   may  be   executed  in  any  number  of
counterparts,  each  of  which  shall  be  deemed  an  original  and all of such
counterparts  shall  constitute  one and the  same  instrument.  Copies  of this
Deposit  Agreement  shall be filed with the  Depositary  and the  Custodians and
shall be open to inspection by any holder or Owner of a Receipt during  business
hours.


                                       37
<PAGE>

      Section 7.2 No Third Party Beneficiaries.

            This Deposit  Agreement is for the exclusive  benefit of the parties
hereto and shall not be deemed to give any legal or equitable  right,  remedy or
claim whatsoever to any other person.

      Section 7.3 Severability.

            In case any one or more of the provisions  contained in this Deposit
Agreement  or  in  the  Receipts  should  be  or  become  invalid,   illegal  or
unenforceable in any respect,  the validity,  legality and enforceability of the
remaining  provisions  contained  herein or therein shall in no way be affected,
prejudiced or disturbed thereby.

      Section 7.4 Holders and Owners as Parties; Binding Effect.

            The  holders  and  Owners of  Receipts  from  time to time  shall be
parties  to this  Deposit  Agreement  and shall be bound by all of the terms and
conditions hereof and of the Receipts by acceptance thereof.

      Section 7.5 Notices.

            Any and all  notices  to be given to the  Issuer  shall be deemed to
have been duly given if personally  delivered or sent by mail or cable, telex or
facsimile  transmission  confirmed by letter,  addressed to Corporate Secretary,
Novogen Limited, 140 Wicks Road, North Ryde, NSW, Australia,  or any other place
to which the Issuer may have transferred its principal office.

            Any and all notices to be given to the Depositary shall be deemed to
have been duly given if in English and  personally  delivered or sent by mail or
cable,  telex or facsimile  transmission  confirmed by letter,  addressed to The
Bank of New York,  101 Barclay  Street,  New York,  New York  10286,  Attention:
American  Depositary  Receipt


                                       38
<PAGE>

Administration,  or any other place to which the Depositary may have transferred
its Corporate Trust Office.

            Any and all notices to be given to any Owner shall be deemed to have
been duly  given if  personally  delivered  or sent by mail or  cable,  telex or
facsimile  transmission  confirmed  by  letter,  addressed  to such Owner at the
address of such Owner as it appears on the  transfer  books for  Receipts of the
Depositary,  or, if such Owner  shall have filed with the  Depositary  a written
request that notices intended for such Owner be mailed to some other address, at
the address designated in such request.

            Delivery  of a notice  sent by mail or  cable,  telex  or  facsimile
transmission  shall be deemed to be effected  at the time when a duly  addressed
letter  containing the same (or a  confirmation  thereof in the case of a cable,
telex or facsimile transmission) is deposited, postage prepaid, in a post-office
letter box. The Depositary or the Issuer may, however, act upon any cable, telex
or facsimile transmission received by it, notwithstanding that such cable, telex
or  facsimile  transmission  shall not  subsequently  be  confirmed by letter as
aforesaid.


      Section 7.6 Governing Law.

            This Deposit Agreement and the Receipts shall be interpreted and all
rights  hereunder  and  thereunder  and  provisions  hereof and thereof shall be
governed by the laws of the State of New York.

      Section 7.7 Assignment.

            This Deposit  Agreement  may not be assigned by either the Issuer or
the Depositary.


                                       39
<PAGE>

      Section 7.8 Compliance With U.S. Securities Laws.

            Notwithstanding any terms of this Deposit Agreement to the contrary,
the Issuer and the  Depositary  each agrees that it will not exercise any rights
it has under the  Deposit  Agreement  to prevent the  withdrawal  or delivery of
Deposited  Securities  in  a  manner  which  would  violate  the  United  States
securities  laws,  including,  but not limited to, Section I A(1) of the General
Instructions  to the Form F-6  Registration  Statement,  as amended from time to
time, under the Securities Act of 1933.


                                       40
<PAGE>

      IN WITNESS  WHEREOF,  NOVOGEN  LIMITED  and THE BANK OF NEW YORK have duly
executed  this  agreement  as of the day and year first set forth  above and all
Owners shall become parties hereto upon acceptance by them of Receipts issued in
accordance with the terms hereof.

                                            NOVOGEN LIMITED

                                            By: ________________________________
                                                Name:
                                                Title:

                                            THE BANK OF NEW YORK,

                                                as Depositary

                                            By: ________________________________
                                                 Name:
                                                 Title:


                                       41
<PAGE>

                         Exhibit A to Deposit Agreement

                                               ________________________________

                                               AMERICAN DEPOSITARY SHARES
                                               (Each American Depositary Share
                                               represents five deposited Shares)

                              THE BANK OF NEW YORK
                           AMERICAN DEPOSITARY RECEIPT
                      FOR FULLY PAID ORDINARY SHARES OF THE
                           PAR VALUE OF A$0.25 EACH OF
                                 NOVOGEN LIMITED
                       (INCORPORATED UNDER THE LAWS OF THE
                           COMMONWEALTH OF AUSTRALIA)

      The Bank of New York as depositary  (hereinafter called the "Depositary"),
hereby certifies that ___________________________ , or registered assigns IS THE
OWNER OF _______________________________________________________________________

                           AMERICAN DEPOSITARY SHARES

representing  deposited  fully paid Ordinary  Shares,  par value A$0.25  (herein
called  "Shares")  of  Novogen  Limited,  incorporated  under  the  laws  of the
Commonwealth  of Australia  (herein called the  "Company").  At the date hereof,
each American Depositary Share represents five Shares which are either deposited
or subject to deposit under the deposit  agreement at the  principal  Melbourne,
Victoria,  Australia,  office of Australia and New Zealand  Banking  Group,  the
principal  Melbourne,  Victoria,  Australia,  office of National  Australia Bank
Limited and the principal Sydney, New South Wales, Australia, office of HongKong
Bank of Australia (herein collectively called the "Custodian"). The Depositary's
Corporate  Trust  Office is located at a different  address  than its  principal
executive  office.  Its Corporate Trust Office is located at 101 Barclay Street,
New York, N.Y. 10286, and its principal  executive office is located at One Wall
Street, New York, N.Y. 10286.

               THE DEPOSITARY'S CORPORATE TRUST OFFICE ADDRESS IS
                    101 BARCLAY STREET, NEW YORK, N.Y. 10286


<PAGE>

      1. THE DEPOSIT AGREEMENT.

      This  American  Depositary  Receipt  is one  of an  issue  (herein  called
"Receipts"), all issued and to be issued upon the terms and conditions set forth
in the deposit agreement, dated as of February 23, 1998, as amended and restated
as of December 29, 1998, as further amended and restated as of ________________,
2005,  (herein called the "Deposit  Agreement"),  by and among the Company,  the
Depositary,  and all Owners and  holders  from time to time of  Receipts  issued
thereunder, each of whom by accepting a Receipt agrees to become a party thereto
and become bound by all the terms and conditions thereof.  The Deposit Agreement
sets forth the rights of Owners and holders of the  Receipts  and the rights and
duties of the Depositary in respect of the Shares  deposited  thereunder and any
and all  other  securities,  property  and cash from  time to time  received  in
respect of such Shares and held thereunder (such Shares,  securities,  property,
and cash are  herein  called  "Deposited  Securities").  Copies  of the  Deposit
Agreement  are on file at the  Depositary's  Corporate  Trust Office in New York
City and at the office of the Custodian.

      The statements  made on the face and reverse of this Receipt are summaries
of certain  provisions of the Deposit Agreement and are qualified by and subject
to the  detailed  provisions  of the Deposit  Agreement,  to which  reference is
hereby made.  Capitalized  terms not defined  herein shall have the meanings set
forth in the Deposit Agreement.

      2. SURRENDER OF RECEIPTS AND WITHDRAWAL OF SHARES.

      Upon  surrender at the  Corporate  Trust Office of the  Depositary of this
Receipt, and upon payment of the fee of the Depositary provided in this Receipt,
and  subject to the terms and  conditions  of the Deposit  Agreement,  the Owner
hereof is  entitled  to  delivery,  to him or upon his order,  of the  Deposited
Securities at the time represented by the American  Depositary  Shares for which
this Receipt is issued. Delivery of such Deposited Securities may be made by the
delivery of (a)  certificates  in the name of the Owner  hereof or as ordered by
him or by the  delivery of  certificates  properly  endorsed or  accompanied  by
proper  instruments of transfer and (b) any other securities,  property and cash
to which such Owner is then entitled in respect of this  Receipt.  Such delivery
will be made at the  option of the  Owner  hereof,  either at the  office of the
Custodian or at the Corporate Trust Office of the Depositary,  provided that the
forwarding of  certificates  for Shares or other  Deposited  Securities for such
delivery at the Corporate  Trust Office of the  Depositary  shall be at the risk
and expense of the Owner hereof.

      3. TRANSFERS, SPLIT-UPS, AND COMBINATIONS OF RECEIPTS

      The transfer of this Receipt is registrable on the books of the Depositary
at its  Corporate  Trust  Office  by the  Owner  hereof  in  person or by a duly
authorized  attorney,


                                      -2-
<PAGE>

upon surrender of this Receipt properly  endorsed for transfer or accompanied by
proper  instruments  of  transfer  and funds  sufficient  to pay any  applicable
transfer taxes and the fees and expenses of the  Depositary and upon  compliance
with such regulations, if any, as the Depositary may establish for such purpose.
This  Receipt may be split into other such  Receipts,  or may be  combined  with
other such Receipts into one Receipt,  representing the same aggregate number of
American  Depositary  Shares  as  the  Receipt  or  Receipts  surrendered.  As a
condition  precedent to the execution and  delivery,  registration  of transfer,
split-up,  combination,  or  surrender  of  any  Receipt  or  withdrawal  of any
Deposited Securities,  the Depositary,  the Custodian,  or Registrar may require
payment from the  presentor of the Receipt of a sum  sufficient  to reimburse it
for any tax or other governmental  charge and any stock transfer or registration
fee with respect thereto  (including any such tax or charge and fee with respect
to Shares being  deposited or withdrawn) and payment of any  applicable  fees as
provided in this Receipt, may require the production of proof satisfactory to it
as to the  identity  and  genuineness  of any  signature  and may  also  require
compliance with any regulations the Depositary may establish consistent with the
provisions  of  the  Deposit  Agreement  or  this  Receipt,  including,  without
limitation, paragraph (22) of this Receipt.

      The delivery of Receipts  against  deposits of Shares generally or against
deposits of particular  Shares may be suspended,  or the transfer of Receipts in
particular  instances  may  be  refused,  or the  registration  of  transfer  of
outstanding  Receipts  generally  may be  suspended,  during any period when the
transfer  books of the  Depositary  are closed,  or if any such action is deemed
necessary or advisable by the Depositary or the Company at any time or from time
to time because of any  requirement of law or of any government or  governmental
body or  commission,  or under any  provision  of the Deposit  Agreement or this
Receipt,  or for any  other  reason,  subject  to  paragraph  (22)  hereof.  The
surrender of outstanding Receipts and withdrawal of Deposited Securities may not
be suspended subject only to (i) temporary delays caused by closing the transfer
books of the  Depositary  or the Company or the deposit of Shares in  connection
with voting at a shareholders'  meeting,  or the payment of dividends,  (ii) the
payment of fees, taxes and similar  charges,  and (iii) compliance with any U.S.
or foreign laws or governmental  regulations  relating to the Receipts or to the
withdrawal of the Deposited Securities. Without limitation of the foregoing, the
Depositary  shall not knowingly  accept for deposit under the Deposit  Agreement
any Shares required to be registered  under the provisions of the Securities Act
of 1933, unless a registration statement is in effect as to such Shares.

      4. LIABILITY OF OWNER FOR TAXES.

      If any tax or other governmental  charge shall become payable with respect
to any Receipt or any Deposited Securities represented hereby, such tax or other
governmental charge shall be payable by the Owner hereof to the Depositary.  The
Depositary  may refuse to effect any transfer of this Receipt or any  withdrawal
of Deposited  Securities  represented by American Depositary Shares evidenced by
such Receipt until such


                                      -3-
<PAGE>

payment is made, and may withhold any dividends or other  distributions,  or may
sell for the  account  of the  Owner  hereof  any  part or all of the  Deposited
Securities  represented  by the  American  Depositary  Shares  evidenced by this
Receipt,  and may apply such dividends or other distributions or the proceeds of
any such sale in payment of such tax or other governmental  charge and the Owner
hereof shall remain liable for any deficiency.

      5. WARRANTIES OF DEPOSITORS.

      Every person depositing Shares under the Deposit Agreement shall be deemed
thereby to represent and warrant that such Shares and each certificate  therefor
are validly  issued,  fully paid, non  assessable,  and free of any  pre-emptive
rights of the  holders of  outstanding  Shares and that the person  making  such
deposit is duly  authorized  so to do. Every such person shall also be deemed to
represent that Shares  deposited by that person are not  restricted  securities.
Such  representations  and  warranties  shall  survive the deposit of Shares and
issuance of Receipts.

      6. FILING PROOFS, CERTIFICATES, AND OTHER INFORMATION

      Any  person  presenting  Shares  for  deposit  or any Owner or holder of a
Receipt may be  required  from time to time to file with the  Depositary  or the
Custodian  such proof of citizenship or residence,  exchange  control  approval,
evidence  of the  number  of  Shares  beneficially  owned or any  other  matters
necessary or appropriate to evidence  compliance  with the  Corporations  Law of
Australia,  the Banking (Foreign Exchange) Regulations or the Australian Foreign
Acquisitions  and  Takeover  Act  1975  or  such  information  relating  to  the
registration  on  the  books  of  the  Company  or  the  Foreign  Registrar,  if
applicable,  to execute such certificates and to make such  representations  and
warranties,  as the Depositary may, and shall, if requested by the Company, deem
necessary or proper. The Depositary may withhold the delivery or registration of
transfer  of any  Receipt  or  the  distribution  of any  dividend  or  sale  or
distribution  of  rights  or of the  proceeds  thereof  or the  delivery  of any
Deposited  Securities  until  such proof or other  information  is filed or such
certificates  are executed or such  representations  and  warranties  made.  The
Depositary shall provide the Company,  upon the Company's reasonable request and
expense,  in a timely manner,  with copies of any  information or other material
which it receives  pursuant to this  Paragraph.  No Share shall be accepted  for
deposit unless  accompanied by evidence  satisfactory to the Depositary that any
necessary approval has been granted by any governmental body in the Commonwealth
of Australia which is then performing the function of the regulation of currency
exchange.

      7. CHARGES OF DEPOSITARY.

      The Company agrees to pay the fees,  reasonable expenses and out-of-pocket
charges of the  Depositary  and those of any Registrar  only in accordance  with
agreements in writing  entered into between the  Depositary and the Company from
time to time.  The  Depositary  shall present its statement for such charges and
expenses  to the  Issuer at least


                                      -4-
<PAGE>

once every three  months.  The charges and expenses of the Custodian are for the
sole account of the Depositary.

      The  following  charges  shall be  incurred  by any  party  depositing  or
withdrawing Shares or by any party surrendering Receipts or to whom Receipts are
issued (including, without limitation,  issuance pursuant to a stock dividend or
stock  split  declared by the  Company or an  exchange  of stock  regarding  the
Receipts or  Deposited  Securities  or a  distribution  of Receipts  pursuant to
Section 4.3 of the Deposit Agreement), whichever applicable: (1) taxes and other
governmental  charges, (2) such registration fees as may from time to time be in
effect  for the  registration  of  transfers  of Shares  generally  on the share
register of the Company or Foreign  Registrar  and  applicable  to  transfers of
Shares to or from the name of the  Depositary or its nominee or the Custodian or
its  nominee  on the  making  of  deposits  or  withdrawals  under  the  Deposit
Agreement,  (3) such cable,  telex and  facsimile  transmission  expenses as are
expressly provided in the Deposit  Agreement,  (4) such expenses as are incurred
by the Depositary in the conversion of foreign currency  pursuant to Section 4.5
of the  Deposit  Agreement,  (5) a fee not in  excess  of  $5.00 or less per 100
American  Depositary  Shares (or portion thereof) for the execution and delivery
of Receipts pursuant to Section 2.3 of the Deposit Agreement,  the execution and
delivery of Receipts  pursuant to Section 4.3 of the Deposit  Agreement  and the
surrender of Receipts  pursuant to Section 2.5 or 6.2 of the Deposit  Agreement,
(6) a fee not in  excess  of $.02 or less  per  American  Depositary  Share  (or
portion  thereof)  for  any  cash  distribution  made  pursuant  to the  Deposit
Agreement including,  but not limited to Sections 4.1 through 4.4 thereof, (7) a
fee for the  distribution  of securities  pursuant to Section 4.2 of the Deposit
Agreement,  such fee being in an amount equal to the fee for the  execution  and
delivery of American  Depositary  Shares referred to above which would have been
charged as a result of the  deposit of such  securities  (for  purposes  of this
clause  7  treating  all such  securities  as if they  were  Shares)  but  which
securities are instead distributed by the Depositary to Owners, (8) a fee not in
excess of $.02 or less per American  Depositary  Share (or portion  thereof) for
depositary services, which will accrue on the last day of each calendar year and
which will be payable as provided in clause (9) below;  provided,  however, that
no fee will be  assessed  under this  clause (8) to the extent a fee of $.02 was
charged pursuant to clause (6) above during that calendar year and (9) any other
charge payable by the Depositary,  any of the Depositary's agents, including the
Custodian,  or the  agents of the  Depositary's  agents in  connection  with the
servicing  of  Shares  or other  Deposited  Securities  (which  charge  shall be
assessed  against  Owners  as of the  date or  dates  set by the  Depositary  in
accordance with Section 4.6 of the Deposit Agreement and shall be payable at the
sole  discretion of the  Depositary by billing such owners for such charge or by
deducting   such  charge  from  one  or  more  cash   dividends  or  other  cash
distributions.

      The Depositary,  subject to Paragraph (8) hereof,  may own and deal in any
class of securities of the Company and its affiliates and in Receipts.


                                      -5-
<PAGE>

      8. PRE-RELEASE OF RECEIPTS.

      Notwithstanding  Section 2.3 of the Deposit Agreement,  the Depositary may
execute and deliver  Receipts prior to the receipt of Shares pursuant to Section
2.2 of the Deposit  Agreement  ("Pre-Release").  The Depositary may, pursuant to
Section  2.5 of the  Deposit  Agreement,  deliver  Shares  upon the  receipt and
cancellation  of  Receipts  which  have been  Pre-Released,  whether or not such
cancellation is prior to the  termination of such  Pre-Release or the Depositary
knows that such  Receipt  has been  Pre-Released.  The  Depositary  may  receive
Receipts in lieu of Shares in  satisfaction of a Pre-Release.  Each  Pre-Release
will be (a) preceded or accompanied by a written  representation from the person
to whom Receipts are to be delivered that such person, or its customer, owns the
Shares or  Receipts to be  remitted,  as the case may be, (b) at all times fully
collateralized  with  cash or such  other  collateral  as the  Depositary  deems
appropriate, (c) terminable by the Depositary on not more than five (5) business
days notice, and (d) subject to such further  indemnities and credit regulations
as the Depositary deems  appropriate.  The number of American  Depositary Shares
which are outstanding at any time as a result of Pre-Releases  will not normally
exceed thirty percent (30%) of the Shares deposited under the Deposit Agreement;
provided, however, that the Depositary reserves the right to change or disregard
such limit from time to time as it deems appropriate.

      The Depositary may retain for its own account any compensation received by
it in connection with the foregoing.


      9. TITLE TO RECEIPTS.

      It is a condition of this Receipt and every successive holder and Owner of
this Receipt by accepting or holding the same consents and agrees, that title to
this Receipt when properly  endorsed or  accompanied  by proper  instruments  of
transfer,  is  transferable by delivery with the same effect as in the case of a
negotiable instrument,  provided, however, that the Depositary,  notwithstanding
any notice to the  contrary,  may treat the person in whose name this Receipt is
registered on the books of the  Depositary as the absolute  owner hereof for the
purpose of determining the person entitled to distribution of dividends or other
distributions or to any notice provided for in the Deposit  Agreement or for all
other  purposes  and  neither  the  Depositary  nor the  Company  shall have any
obligation or be subject to any liability under the Deposit  Agreement or to any
holder of this Receipt unless such holder is the Owner thereof.

      10. VALIDITY OF RECEIPT.

      This  Receipt  shall not be  entitled  to any  benefits  under the Deposit
Agreement or be valid or obligatory  for any purpose,  unless this Receipt shall
have been executed by the  Depositary by the manual or facsimile  signature of a
duly authorized signatory of the


                                      -6-
<PAGE>

Depositary  and,  if a Registrar  for the  Receipts  shall have been  appointed,
countersigned by the manual or facsimile  signature of a duly authorized officer
of the Registrar.

      11. REPORTS; INSPECTION OF TRANSFER BOOKS.

      The  Company is  subject to the  periodic  reporting  requirements  of the
Securities Exchange Act of 1934 and, accordingly, files certain reports with the
Securities and Exchange Commission  (hereinafter called the "Commission").  Such
reports and  communications  will be  available  for  inspection  and copying by
holders  and  Owners  at  the  public  reference  facilities  maintained  by the
Commission located at 100 F Street, N.E., Washington, D.C. 20549.

      The Depositary will make available for inspection by Owners of Receipts at
its Corporate Trust Office any reports and  communications,  including any proxy
soliciting  material,  received  from the Company which are both (a) received by
the Depositary as the holder of the Deposited  Securities and (b) made generally
available  to the  holders of such  Deposited  Securities  by the  Company.  The
Depositary will also, upon written request, send to Owners of Receipts copies of
such reports when furnished by the Company pursuant to the Deposit Agreement.

      The  Depositary  will keep  books for the  registration  of  Receipts  and
transfers of Receipts which at all reasonable times shall be open for inspection
by the Owners of Receipts  provided  that such  inspection  shall not be for the
purpose of  communicating  with Owners of Receipts in the interest of a business
or object  other than the  business  of the  Company or a matter  related to the
Deposit Agreement or the Receipts.


      12. DIVIDENDS AND DISTRIBUTIONS.

      Whenever  the  Depositary   receives  any  cash  dividend  or  other  cash
distribution on any Deposited Securities, the Depositary will, if at the time of
receipt thereof any amounts  received in a foreign  currency can in the judgment
of the Depositary be converted on a reasonable  basis into United States dollars
transferable to the United States, and subject to the Deposit Agreement, convert
such dividend or  distribution  into dollars and will distribute the amount thus
received  (net of the fees of the  Depositary  as provided in Section 5.9 of the
Deposit  Agreement)  to the  Owners  of  Receipts  entitled  thereto,  provided,
however,  that in the event that the  Company or the  Depositary  is required to
withhold and does withhold from any cash dividend or other cash  distribution in
respect of any Deposited  Securities  an amount on account of taxes,  the amount
distributed to the Owners of the Receipts  evidencing American Depositary Shares
representing such Deposited Securities shall be reduced accordingly.

      Subject  to the  provisions  of  Section  4.11  and  5.9  of  the  Deposit
Agreement,  whenever  the  Depositary  receives  any  distribution  other than a
distribution described in


                                      -7-
<PAGE>

Sections 4.1, 4.3 or 4.4 of the Deposit Agreement, the Depositary will cause the
securities  or  property  received  by it to be  distributed  to the  Owners  of
Receipts entitled thereto,  in any manner that the Depositary may deem equitable
and practicable for accomplishing such distribution;  provided, however, that if
in  the   opinion  of  the   Depositary   such   distribution   cannot  be  made
proportionately  among the Owners of Receipts  entitled  thereto,  or if for any
other reason the  Depositary  deems such  distribution  not to be feasible,  the
Depositary  may adopt such method as it may deem equitable and  practicable  for
the purpose of effecting such distribution,  including,  but not limited to, the
public or private sale of the securities or property thus received,  or any part
thereof,  and  the  net  proceeds  of any  such  sale  (net  of the  fees of the
Depositary  as  provided  in  Section  5.9 of the  Deposit  Agreement)  shall be
distributed by the Depositary to the Owners of Receipts  entitled  thereto as in
the case of a distribution received in cash.

      If any  distribution  consists of a dividend in, or free  distribution of,
Shares, the Depositary may and shall if the Company shall so request, distribute
to the Owners of outstanding  Receipts  entitled  thereto,  additional  Receipts
evidencing an aggregate number of American  Depositary  Shares  representing the
amount of Shares received as such dividend or free  distribution  subject to the
terms and  conditions  of the Deposit  Agreement  with respect to the deposit of
Shares and the  issuance of American  Depositary  Shares  evidenced by Receipts,
including the withholding of any tax or other governmental charge as provided in
Section  4.11 of the  Deposit  Agreement  and  the  payment  of the  fees of the
Depositary  as  provided in Section  5.9 of the  Deposit  Agreement.  In lieu of
delivering  Receipts for fractional American Depositary Shares in any such case,
the  Depositary  will sell the amount of Shares  represented by the aggregate of
such fractions and distribute the net proceeds, all in the manner and subject to
the conditions set forth in the Deposit  Agreement.  If additional  Receipts are
not so  distributed,  each  American  Depositary  Share shall  thenceforth  also
represent  the  additional  Shares  distributed  upon the  Deposited  Securities
represented thereby.

      In the event  that the  Depositary  determines  that any  distribution  in
property  (including Shares and rights to subscribe  therefor) is subject to any
tax or other governmental  charge which the Depositary is obligated to withhold,
the Depositary may by public or private sale dispose of all or a portion of such
property (including Shares and rights to subscribe therefor) in such amounts and
in such manner as the Depositary deems necessary and practicable to pay any such
taxes or charges,  and the Depositary  shall  distribute the net proceeds of any
such sale after  deduction  of such  taxes or charges to the Owners of  Receipts
entitled thereto.


      13. CONVERSION OF FOREIGN CURRENCY.

      Whenever  the  Depositary  shall  receive  foreign  currency,  by  way  of
dividends  or  other  distributions  or  the  net  proceeds  from  the  sale  of
securities,  property or rights,  and if


                                      -8-
<PAGE>

at the time of the receipt  thereof the foreign  currency so received can in the
judgment of the  Depositary be converted on a reasonable  basis into Dollars and
the resulting  Dollars  transferred to the United States,  the Depositary  shall
convert or cause to be  converted,  by sale or in any other  manner  that it may
determine,  such  foreign  currency  into  Dollars,  and such  Dollars  shall be
distributed  to the Owners  entitled  thereto or, if the  Depositary  shall have
distributed any warrants or other  instruments which entitle the holders thereof
to such Dollars,  then to the holders of such warrants and/or  instruments  upon
surrender  thereof  for  cancellation.  Such  distribution  may be made  upon an
averaged or other  practicable  basis without regard to any  distinctions  among
Owners on account of exchange restrictions,  the date of delivery of any Receipt
or  otherwise  and  shall be net of any  expenses  of  conversion  into  Dollars
incurred by the Depositary as provided in Section 5.9 of the Deposit Agreement.

      If such conversion or distribution  can be effected only with the approval
or license of any government or agency thereof,  the Depositary  shall file such
application for approval or license, if any, as it may deem desirable, provided,
however, that the Company shall not be required to make any such filings.

      If at any time  the  Depositary  shall  determine  that in its  reasonable
judgment any foreign currency received by the Depositary is not convertible on a
reasonable  basis into  Dollars  transferable  to the United  States,  or if any
approval or license of any  government  or agency  thereof which is required for
such conversion is denied or in the reasonable  opinion of the Depositary is not
obtainable,  or if any  such  approval  or  license  is not  obtained  within  a
reasonable period as determined by the Depositary, the Depositary may distribute
the foreign currency (or an appropriate document evidencing the right to receive
such foreign  currency)  received by the Depositary to, or in its discretion may
hold such foreign currency uninvested and without liability for interest thereon
for the respective accounts of, the Owners entitled to receive the same.

      If any such conversion of foreign currency, in whole or in part, cannot be
effected for distribution to some of the Owners entitled thereto, the Depositary
may in its discretion  make such  conversion and  distribution in Dollars to the
extent permissible to the Owners entitled thereto and may distribute the balance
of the foreign  currency  received by the  Depositary  to, or hold such  balance
uninvested  and  without  liability  for  interest  thereon  for the  respective
accounts of, the Owners entitled thereto.


      14. RIGHTS.

      In the event that the  Company  shall  offer or cause to be offered to the
holders of any  Deposited  Securities  any rights to  subscribe  for  additional
Shares or any rights of any other nature,  the Depositary  shall have discretion
as to the procedure to be followed in making such rights available to any Owners
or in  disposing  of such  rights on behalf of


                                      -9-
<PAGE>

any Owners and making the net  proceeds  available in Dollars to such Owners or,
if by the terms of such rights offering or, for any other reason, the Depositary
may not  either  make such  rights  available  to any  Owners or dispose of such
rights and make the net proceeds  available to such Owners,  then the Depositary
shall  allow  the  rights  to lapse;  provided,  however,  if at the time of the
offering of any rights the Depositary  determines in its  discretion  that it is
lawful and  feasible to make such rights  available  to all Owners or to certain
Owners but not to other Owners,  the Depositary may distribute,  to any Owner to
whom it determines the distribution to be lawful and feasible,  in proportion to
the number of American  Depositary Shares held by such Owner,  warrants or other
instruments  therefor in such form as it deems  appropriate.  If the  Depositary
determines  in its  discretion  that it is not lawful and  feasible to make such
rights available to certain Owners,  it may sell the rights or warrants or other
instruments  in proportion to the number of American  Depositary  Shares held by
the Owners to whom it has  determined  it may not lawfully or feasibly make such
rights  available,  and allocate the net proceeds of such sales (net of the fees
of the  Depositary as provided in Section 5.9 of the Deposit  Agreement) for the
account of such  Owners  otherwise  entitled to such  rights,  warrants or other
instruments,  upon an averaged or other  practical  basis without  regard to any
distinctions  among such Owners because of exchange  restrictions or the date of
delivery of any Receipt or otherwise.  The  Depositary  shall not be responsible
for any  failure to  determine  that it may be lawful or  feasible  to make such
rights available to Owners in general or any Owner in particular.

      If an Owner of Receipts  requests  the  distribution  of warrants or other
instruments in order to exercise the rights allocable to the American Depositary
Shares of such Owner under the Deposit Agreement,  the Depositary will make such
rights  available  to such Owner upon  written  notice  from the  Company to the
Depositary  that (a) the Company has  elected in its sole  discretion  to permit
such rights to be exercised  and (b) such Owner has executed  such  documents as
the Company has determined in its sole discretion are reasonably  required under
applicable law. Upon instruction  pursuant to such warrants or other instruments
to the Depositary from such Owner to exercise such rights,  upon payment by such
Owner to the  Depositary for the account of such Owner of an amount equal to the
purchase price of the Shares to be received upon the exercise of the rights, and
upon  payment of the fees of the  Depositary  as set forth in such  warrants  or
other instruments,  the Depositary shall, on behalf of such Owner,  exercise the
rights and  purchase  the  Shares,  and the  Company  shall  cause the Shares so
purchased to be delivered to the  Depositary  on behalf of such Owner.  As agent
for such  Owner,  the  Depositary  will  cause  the  Shares so  purchased  to be
deposited pursuant to Section 2.2 of the Deposit Agreement,  and shall, pursuant
to Section  2.3 of the  Deposit  Agreement,  execute  and  deliver to such Owner
Restricted Receipts.

      If  registration  under the  Securities  Act of 1933 of the  securities to
which any  rights  relate is  required  in order for the  Company  to offer such
rights to Owners and sell the securities  upon the exercise of such rights,  the
Depositary  will not offer  such  rights to


                                      -10-
<PAGE>

the Owners  unless  and until such a  registration  statement  is in effect,  or
unless the offering and sale of such  securities  to the Owners of such Receipts
are exempt from  registration  under the provisions of such Act. Nothing in this
Paragraph  (14) or elsewhere in this Receipt shall create any  obligation on the
part of the Company to file a registration statement.


      15. RECORD DATES.

      Whenever any cash dividend or other cash distribution shall become payable
or any  distribution  other than cash shall be made, or whenever rights shall be
issued with respect to the Deposited Securities,  or whenever for any reason the
Depositary  causes a change in the number of Shares that are represented by each
American  Depositary  Share, or whenever the Depositary  shall receive notice of
any meeting of holders of Shares or other Deposited  Securities,  the Depositary
shall fix a record date which shall,  insofar as is reasonably  practicable,  be
the same,  or as near as  practicable  to, the record  date  established  by the
Company in respect  of the  Shares,  if any,  (a) for the  determination  of the
Owners  of  Receipts  who  shall  be (i)  entitled  to  receive  such  dividend,
distribution or rights or the net proceeds of the sale thereof, (ii) entitled to
give  instructions  for the exercise of voting  rights at any such  meeting,  or
(iii) responsible for any fee assessed by the Depositary pursuant to the Deposit
Agreement,  or (b)  on or  after  which  each  American  Depositary  Share  will
represent the changed number of Shares, subject to the provisions of the Deposit
Agreement.

      16. VOTING OF DEPOSITED SECURITIES.

      Upon  receipt  of  notice of any  meeting  of  holders  of Shares or other
Deposited  Securities,  if requested in writing by the Company,  the  Depositary
shall,  as soon as  practicable  thereafter,  mail to the  Owners of  Receipts a
notice,  the  form of  which  notice  shall  be in the  sole  discretion  of the
Depositary,  which shall  contain (a) such  information  as is contained in such
notice of  meeting,  and (b) a  statement  that the Owners of Receipts as of the
close of business on a specified  record date will be  entitled,  subject to any
applicable  provision of law and of the Constitution of the Company, to instruct
the  Depositary as to the exercise of the voting rights,  if any,  pertaining to
the  amount  of  Shares  or  other  Deposited  Securities  represented  by their
respective American Depositary Shares. Upon the written request of an Owner of a
Receipt on such record date,  received on or before the date  established by the
Depositary  for  such  purpose,  the  Depositary  shall  endeavor  in so  far as
practicable to vote or cause to be voted the amount of Shares or other Deposited
Securities  represented  by such American  Depositary  Shares  evidenced by such
Receipt in  accordance  with the  instructions  set forth in such  request.  The
Depositary shall not vote or attempt to exercise the right to vote that attaches
to the Shares or other Deposited Securities,  other than in accordance with such
instructions.  The Company


                                      -11-
<PAGE>

shall be under no  obligation  to verify  instructions  received from Owners and
voted upon by the Depositary.

      17. CHANGES AFFECTING DEPOSITED SECURITIES.

      In  circumstances  where the  provisions  of  Section  4.3 of the  Deposit
Agreement do not apply,  upon any change in nominal value,  change in par value,
split-up,  consolidation, or any other reclassification of Deposited Securities,
or upon any recapitalization,  reorganization,  merger or consolidation, or sale
of assets  affecting the Company or to which it is a party, any securities which
shall be  received  by the  Depositary  or a  Custodian  in  exchange  for or in
conversion  of or in respect  of  Deposited  Securities  shall be treated as new
Deposited Securities under the Deposit Agreement, and American Depositary Shares
shall thenceforth represent the new Deposited Securities so received in exchange
or  conversion,  unless  additional  Receipts  are  delivered  pursuant  to  the
following  sentence.  In any such  case the  Depositary  may,  and  shall if the
Company shall so request, execute and deliver additional Receipts as in the case
of a dividend on the Shares,  or call for the surrender of outstanding  Receipts
to be exchanged  for new Receipts  specifically  describing  such new  Deposited
Securities.

      18. LIABILITY OF THE COMPANY AND DEPOSITARY.

      Neither  the  Depositary  nor  the  Company  nor any of  their  respective
directors,  employees,  agents or  affiliates  shall incur any  liability to any
Owner or holder of any Receipt, (i) if by reason of any provision of any present
or  future  law of the  United  States  or any  other  country,  or of any other
governmental or regulatory authority, or by reason of any provision,  present or
future, of the Constitution of the Company, or by reason of any provision of any
securities  issued or distributed by the Company or any offering or distribution
thereof,  or by  reason  of  any  act  of God  or  terrorism  or  war  or  other
circumstances  beyond  its  control,  the  Depositary  or the  Company  shall be
prevented,  delayed or  forbidden  from or be  subject to any civil or  criminal
penalty on account of doing or performing any act or thing which by the terms of
the Deposit  Agreement or the Deposited  Securities it is provided shall be done
or  performed,  (ii) by  reason  of any  non-performance  or  delay,  caused  as
aforesaid,  in the  performance  of any act or thing  which by the  terms of the
Deposit  Agreement it is provided  shall or may be done or  performed,  (iii) by
reason of any exercise of, or failure to exercise,  any discretion  provided for
in the  Deposit  Agreement,  (iv) for the  inability  of any  Owner or holder to
benefit from any  distribution,  offering,  right or other benefit which is made
available to holders of Deposited  Securities but is not, under the terms of the
Deposit Agreement,  made available to Owners or holders, or (v) for any special,
consequential  or  punitive  damages  for any breach of the terms of the Deposit
Agreement.  Where, by the terms of a distribution pursuant to Sections 4.1, 4.2,
or 4.3 of the Deposit  Agreement,  or an offering  or  distribution  pursuant to
Section 4.4 of the Deposit  Agreement,  such distribution or offering may not be
made available to Owners of Receipts, and the Depositary may not


                                      -12-
<PAGE>

dispose of such  distribution  or offering on behalf of such Owners and make the
net proceeds  available to such Owners,  then the Depositary shall not make such
distribution or offering,  and shall allow any rights, if applicable,  to lapse.
Neither the  Company  nor the  Depositary  assumes  any  obligation  or shall be
subject to any  liability  under the Deposit  Agreement  to Owners or holders of
Receipts,  except that they agree to perform their obligations  specifically set
forth in the Deposit Agreement  without  negligence or bad faith. The Depositary
shall not be subject to any  liability  with respect to the validity or worth of
the Deposited Securities.  Neither the Depositary nor the Company shall be under
any  obligation  to appear in,  prosecute or defend any action,  suit,  or other
proceeding in respect of any Deposited  Securities or in respect of the Receipts
on behalf of any Owner or holder or any person.  Neither the  Depositary nor the
Company  shall be liable for any action or nonaction by it in reliance  upon the
advice of or information from legal counsel,  accountants, any person presenting
Shares  for  deposit,  any  Owner or holder of a  Receipt,  or any other  person
believed by it in good faith to be competent to give such advice or information.
The  Depositary  shall  not be  responsible  for any  failure  to carry  out any
instructions to vote any of the Deposited Securities, or for the manner in which
any such vote is cast or the  effect of any such  vote,  provided  that any such
action or  nonaction  is in good faith.  The  Company  agrees to  indemnify  the
Depositary,  its directors,  employees,  agents and affiliates and any Custodian
against,  and  hold  each  of them  harmless  from,  any  liability  or  expense
(including,  but not  limited to, the fees and  expenses  of counsel)  which may
arise out of acts performed or omitted, in accordance with the provisions of the
Deposit Agreement and of the Receipts, as the same may be amended,  modified, or
supplemented  from time to time,  (i) by either the Depositary or a Custodian or
their respective  directors,  employees,  agents and affiliates,  except for any
liability  or expense  arising out of the  negligence  or bad faith of either of
them,  or (ii) by the  Company or any of its  directors,  employees,  agents and
affiliates.  No  disclaimer  of liability  under the  Securities  Act of 1933 is
intended by any provision of the Deposit Agreement.

      19.  RESIGNATION AND REMOVAL OF THE  DEPOSITARY;  APPOINTMENT OF SUCCESSOR
CUSTODIAN.

      The  Depositary  may at any time  resign as  Depositary  under the Deposit
Agreement  by written  notice of its election so to do delivered to the Company.
The  Depositary  may at any time be removed by the Company by written  notice of
such removal.  In case at any time the Depositary shall resign or be removed, it
shall continue to act as Depositary  for the purpose of terminating  the Deposit
Agreement  pursuant  to  Section  6.2 of the  Deposit  Agreement.  Whenever  the
Depositary in its discretion  determines  that it is in the best interest of the
Owners of Receipts to do so, it may appoint a substitute or additional custodian
or custodians.


                                      -13-
<PAGE>

      20. AMENDMENT.

      The form of the Receipts and any  provisions of the Deposit  Agreement may
at any time and from time to time be amended by  agreement  between  the Company
and the  Depositary in any respect  which they may deem  necessary or desirable.
Any  amendment  which shall impose or increase  any fees or charges  (other than
taxes and other governmental  charges),  or which shall otherwise  prejudice any
substantial  existing right of Owners of Receipts,  shall,  however,  not become
effective as to  outstanding  Receipts until the expiration of thirty days after
notice of such  amendment  shall have been  given to the  Owners of  outstanding
Receipts.  Every  Owner  of a  Receipt  at the  time any  amendment  so  becomes
effective  shall be deemed,  by continuing to hold such Receipt,  to consent and
agree to such  amendment  and to be bound by the  Deposit  Agreement  as amended
thereby.  In no event shall any  amendment  impair the right of the Owner of any
Receipt to surrender such Receipt and receive therefor the Deposited  Securities
represented  thereby  except in order to comply  with  mandatory  provisions  of
applicable law.

      21. TERMINATION OF DEPOSIT AGREEMENT.

      Upon the resignation or removal of the Depositary  pursuant to Section 5.4
of the Deposit  Agreement,  or at any time at the direction of the Company,  the
Depositary  shall  terminate  the Deposit  Agreement  by mailing  notice of such
termination  to the Owners of all  Receipts  then  outstanding  at least 30 days
prior to the date fixed in such  notice for such  termination.  On and after the
date of  termination,  the Owner of a Receipt  will,  upon (a) surrender of such
Receipt at the Corporate Trust Office of the Depositary,  (b) payment of the fee
of the  Depositary  for the surrender of Receipts  referred to in Section 2.5 of
the Deposit  Agreement,  and (c) payment of any applicable taxes or governmental
charges,  will be entitled to delivery,  to him or upon his order, of the amount
of Deposited Securities  represented by the American Depositary Shares evidenced
by such  Receipt.  If any Receipts  shall remain  outstanding  after the date of
termination,  the Depositary  thereafter  shall  discontinue the registration of
transfers of Receipts, shall suspend the distribution of dividends to the Owners
thereof,  and shall not give any further  notices or perform  any  further  acts
under the  Deposit  Agreement,  except  that the  Depositary  shall  continue to
collect dividends and other  distributions  pertaining to Deposited  Securities,
shall sell rights as provided in the Deposit  Agreement,  and shall  continue to
deliver Deposited Securities, together with any dividends or other distributions
received with respect  thereto and the net proceeds of the sale of any rights or
other property,  in exchange for Receipts  surrendered to the Depositary  (after
deducting,  in each  case,  the fee of the  Depositary  for the  surrender  of a
Receipt, any expenses for the account of the Owner of such Receipt in accordance
with the terms and conditions of the Deposit Agreement, and any applicable taxes
or governmental  charges). At any time after the expiration of one year from the
date of termination,  the Depositary may sell the Deposited Securities then held
under the Deposit  Agreement and may thereafter hold uninvested the


                                      -14-
<PAGE>

net  proceeds  of any such  sale,  together  with any other cash then held by it
thereunder,  unsegregated and without  liability for interest,  for the pro rata
benefit of the Owners who have not theretofore  surrendered their Receipts, such
Owners thereupon  becoming  general  creditors of the Depositary with respect to
such net proceeds.  After making such sale, the  Depositary  shall be discharged
from all obligations under the Deposit Agreement, except to account for such net
proceeds  and  other  cash  (after  deducting,  in  each  case,  the  fee of the
Depositary  for the surrender of a Receipt,  any expenses for the account of the
Owner of such Receipt in accordance with the terms and conditions of the Deposit
Agreement,  and any applicable taxes or governmental charges) and except for its
obligations under Section 5.8 of the Deposit Agreement.  Upon the termination of
the Deposit  Agreement,  the Company  shall be discharged  from all  obligations
under the Deposit  Agreement  except for its  obligations to the Depositary with
respect to indemnification, charges, and expenses.

      22. COMPLIANCE WITH U.S. SECURITIES LAWS.

      Notwithstanding  any terms of this Receipt or the Deposit Agreement to the
contrary,  the  Company  and the  Depositary  have each  agreed that it will not
exercise any rights it has under the Deposit Agreement or the Receipt to prevent
the  withdrawal  or delivery of  Deposited  Securities  in a manner  which would
violate the United States securities laws, including, but not limited to Section
I A(1) of the General  Instructions to the Form F-6 Registration  Statement,  as
amended from time to time, under the Securities Act of 1933.

                                      -15-
</TEXT>
</DOCUMENT>
