Filed by Automated Filing Services Inc. (604) 609-0244 - ALDA Pharmaceuticals Inc. - Exhibit 4f






DISTRIBUTORSHIP AGREEMENT

THIS AGREEMENT made as of the 28th day of June,
2004, with effect from the 1st day of August, 2004 (the “Effective Date”).

BEWEEN:

ALDA PHARMACEUTICALS CORP., a
corporation existing under the laws of the Province of British Columbia, Canada
and having its principal address at: 635 Columbia Street, New Westminster, BC
V3M 1A7 CANADA

(the “Company”)

AND:

LINNS CORPORATION SHD BHD, a
corporation existing under the laws of Malaysia and having its principal address
at: 46, Jalan USJ 11/1B, 47620 UEP Subang Jaya, Selangor Darul Ehsan
MALAYSIA

(the “Distributor”)

WHEREAS the Distributor desires to be appointed by the Company
as Distributor of the Company's ViralexTM disinfectant and other
products as may become available (“the Products”) in the territory hereinafter
described and subject to the provisions set forth herein. 

NOW THEREFORE in consideration of the premises and the mutual
covenants herein set forth, it is agreed by and between the parties as follows:


	1. 	
      Appointment as Distributor

	 	 	 
	1.01 	
      Subject to the terms and conditions set forth in this
      Agreement, the Company hereby appoints the Distributor as a distributor in
      the territories as set out in Schedule “B” hereto, subject to the required
      applications for approval and registration of the Products being submitted
      by the Distributor (the "Territory"), to purchase from the Company for
      resale in the Territory those particular products of the Company described
      in Schedule “A” hereto (the “Products”).

	 	 	 
	1.02 	
      The Distributor accepts such appointment and agrees as
      follows:

	 	 	 
		(a) 	
      To use its best commercial efforts to develop the market
      for the Product in the Territory and to engage sufficient personnel in
      said territory to aggressively promote the sale of the Product throughout
      the Territory.

	 	 	 
		(b) 	
      To become familiar with the characteristics and purposes
      of the Products, and the markets for which they are intended to be used,
      and to diligently review all product








	 		
      information in connection with the Product which may be
      issued to the Distributor from time to time.

	 	 	 
	 	(c) 	
      To conform faithfully to the Company's sales plans and
      policies.

	 	 	 
	 	(d) 	
      To refrain from entering into or knowingly directly or
      indirectly facilitating the sale or resale of any Products outside of the
      Territory.

	 	 	 
	 	(e) 	
      To refrain from selling or offering for sale any items
      manufactured by others which are similar or functionally the same as the
      Products and which would reasonably be seen as being competitive to the
      Products.

	 	 	 
	 	(f) 	
      To comply with any and all laws, regulations and
      governmental orders of the Territory that may be applicable to the sale
      and distribution of the merchandise purchased by the Distributor from the
      Company.

	 	 	 
	 	(g) 	
      To indemnify the Company and hold it harmless from and
      against any and all claims, suits, proceedings, judgments, orders, fines
      or penalties arising in connection with the conduct of the Distributor’s
      business and the resale of Products by the Distributor except for such
      claims arising out of Company's sole negligent or intentional wrongful
      acts or omissions.




	1.03 	
      The appointment of the Distributor shall be exclusive for
      the sale of the Products during the Initial Term of this Agreement (as
      defined in Paragraph 6 below), and shall continue to be exclusive during
      any extension of this Agreement beyond the Initial Term PROVIDED that the
      Distributor meets the Minimum Purchase Obligations set out in Paragraph 3
      below.

	 	 
	1.04 	
      The Distributor expressly acknowledges and agrees that it
      is not an agent of Company and shall not at any time represent itself as
      such, nor shall the Distributor incur, assume or create any debt,
      obligation, contract or release of any kind in the name of or on behalf of
      Company.

	 	 
	1.05 	
      All trademarks, copyrights, trade names and other
      proprietary rights in and with respect to the Company's products and
      services, are and will remain the exclusive property of Company. Nothing
      herein shall be deemed to constitute a license to the Distributor to use
      the Company's trademarks in connection with its business in the
      Territory.

	 	 
	2. 	
      Prices

	 	 
	2.01 	
      The Distributor shall purchase Product's from the
      Company, for the purpose of resale within the Territory. The company and
      the Distributor will work closely to create a pricing strategy that will
      ensure the competitiveness of the company’s products and enhance the
      opportunity for the success of the Distributor within the territory. The
      Distributor expressly acknowledges and agrees that the Company shall have
      the right at any time during the term of this Agreement to increase or
      decrease its selling prices



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      to the Distributor subject only to providing the
      Distributor with not less than 45 days prior notice of any price
      increase.

	 	 
	2.02 	
      All costs, including but not limited to shipping,
      collections, taxes, exchange, license fees, stamps, and all charges
      thereon are the Distributor's responsibility.

	 	 
	3. 	
      Product Orders

	 	 
	3.01 	
      Within 120 days after the Effective Date, the Distributor
      and the Company covenant to determine mutually agreeable minimum purchase
      obligations for the first 12 month period of this Agreement (the “Minimum
      Purchase Obligations”). Within 12 months after the Effective Date, the
      Distributor and the Company covenant to determine mutually agreeable
      minimum purchase obligations the Minimum Purchase Obligations for the
      ensuing 4 years of this Agreement.

	 	 
	3.02 	
      While the Company will endeavor to accept all orders for
      reasonable quantities submitted by the Distributor hereunder, it is
      expressly agreed that all orders are subject to written acceptance by the
      Company, as in its sole discretion it shall determine, and no order shall
      be the commitment of the Company until written acceptance thereof has been
      delivered to the Distributor by the Company, and such acceptance shall be
      subject to all of the provisions of both this Agreement and the Company's
      acknowledgment.

	 	 
	4. 	
      Payment Terms

	 	 
	4.01 	
      Full payment in the form of cash, certified funds, or an
      irrevocable letter of credit must accompany all orders. In the event any
      order submitted by the Distributor is cancelled by the Distributor for any
      reason before shipment, the Distributor shall pay any loss or damage to
      the Company. The Company will not be liable for failure to perform under
      this Agreement, if such failure shall be due to fire or to labor, material
      or car shortage, or to strikes, lock-outs, public enemies, Acts of God, or
      causes beyond Company's control.

	 	 
	5. 	
      Warranties and Limitation of Liability

	 	 
	5.01 	
      The Company warrants that it has good and marketable
      title to the merchandise sold to the Distributor hereunder. NO OTHER
      EXPRESS OR IMPLIED WARRANTY IS

	 	 
		
      MADE WITH RESPECT TO MERCHANDISE SOLD HEREUNDER, SUCH
      BEING SUBJECT TO WARRANTIES MADE BY THEIR RESPECTIVE MANUFACTURERS. THE
      COMPANY'S TOTAL LIABILITY TO THE DISTRIBUTOR RESULTING FROM THE SALE OF
      MERCHANDISE SHALL NOT EXCEED THE PRICE PAID BY THE DISTRIBUTOR FOR SUCH
      MERCHANDISE. The Distributor agrees not to return any merchandise to the
      Company except in compliance with the Company's standard return policy for
      defective merchandise (Schedule “C”).



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	6. 	
      Term of Agreement

	 	 
	6.01 	
      This Agreement shall be effective commencing on the
      Effective Date first above written, and shall continue for an initial term
      of five years (the “Initial Term”). Upon expiration of the Initial Term,
      and providing that the minimum sales levels have been met, this Agreement
      may be renewed for a further five-year period. The terms of such renewal
      will reflect current market conditions in the territory.

	 	 
	6.02 	
      The Company reserves the right to terminate this
      Agreement at any time: (i) upon ten (10) days advance written notice in
      the event that any payment owing to Company for Product supplied to the
      Distributor is not received within thirty (30) days after the date on
      which such payment is due; or (ii) immediately upon written notice of
      termination by the Company in the event that the Distributor is in breach
      of any provision hereof, including without limitation any failure to meet
      a Minimum Purchase Obligation as set out in section 3.01, and fails to
      cure such breach following written notice of breach by the Company and a
      reasonable period to cure such breach, which need not exceed thirty (30)
      days from the date of notice. The Agreement may also, at the option of the
      Company, be terminated immediately if the Distributor becomes insolvent;
      violates the laws, regulations, rules, or statutes of any government;
      ceases doing business; makes an assignment for the benefit of creditors;
      or commits an act of bankruptcy. The Company's failure to exercise any
      right hereunder shall not operate as a waiver of such right and all
      remedies contained herein shall be cumulative.

	 	 
	7. 	
      Right of First Refusal

	 	 
	7.01 	
      For a period of 12 months after the date that the
      Distributor establishes the Minimum Purchase Obligations for the first
      year of this Agreement according the conditions of Paragraph 3.01 of this
      Agreement, the Company grants to the Distributor a Right of First Refusal
      to establish a joint venture agreement with the Company for the purpose of
      manufacturing ViralexTM .

	 	 
	8. 	
      Conflict of Laws

	 	 
	8.01 	
      Any part of this Agreement that is contrary to any
      federal, state, or local law shall not be applicable and shall not
      invalidate any other part of this Agreement. In the event of disputes or
      legal interpretation of the terms of this Agreement, the laws of British
      Columbia, Canada shall govern and be binding upon the parties
    hereto.

	 	 
	9. 	
      Entire Agreement

	 	 
	9.01 	
      This Agreement contains the entire understanding of the
      parties and there are no commitments, agreements, or understandings
      between the parties other than those expressly set forth herein. This
      Agreement shall not be altered, waived, modified, or amended except in
      writing signed by the parties hereto and
notarized.



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	10. 	
      Dispute Resolution

	 	 
	10.01 	
      All disputes arising out of or in connection with the
      present contract shall be finally settled under the Rules of Arbitration
      of the International Chamber of Commerce by one or more arbitrators
      appointed in accordance with the said Rules. The place of arbitration
      shall be Vancouver, British Columbia or such other location as may be
      agreed to by both parties.

	 	 
	11. 	
      Confidentiality

	 	 
	11.01 	
      The Distributor agrees not to disclose or use, except as
      required in the Distributor's duties, at any time, any information
      disclosed to or acquired by the Distributor during the term of this
      contract. The Distributor agrees that all confidential information shall
      be deemed to be and shall be treated as a sole and exclusive property of
      the Company.

	 	 
	12. 	
      Governing Law

	 	 
	12.01 	
      This Agreement shall be governed by and be construed in
      accordance to the laws of the Province of British Columbia,
  Canada.

	 	 
	12.02 	
      The parties agree that the provisions of the United
      Nations Convention on Contracts for the International Sale of Goods will
      not apply to the transactions contemplated by this Agreement.

	 	 
	13. 	
      Notices

	 	 
	13.01 	
      Any and all notices herein shall be in writing and may be
      transmitted by facsimile provided a copy shall be sent by certified mail,
      return receipt requested, to the addresses set forth at the head of this
      Agreement.

	 	 
	14. 	
      Execution

	 	 
	14.01 	
      This Agreement may be signed by the authorized
      signatories of the Distributor and the Company by facsimile and in as many
      counterparts as may be necessary, each of which shall together constitute
      one and the same instrument, and notwithstanding the date of execution
      shall be deemed to bear the date as set out above. Original copies in as
      many counterparts as may be necessary shall follow by mail.

	 	 
	15. 	
      Assignment

	 	 
	15.01 	
      This Agreement and the rights, duties and obligations
      hereunder may not be assigned or delegated by either party without the
      prior written consent of the other party.



IN WITNESS WHEREOF, the parties hereto have executed this
Agreement the day and year first above written. 

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	LINNS CORPORATION SHD BHD 	 
	By its duly authorized signatory: 	 
	  	 
	  	 
	  	 
	“Shirley Sim Hong Siang” 	 
	Shirley Sim Hong Siang. Managing Director 	 
	  	 
	ALDA PHARMACEUTICALS CORP. 	 
	By its duly authorized signatories: 	 
	  	 
	  	 
	“Terrance G. Owen” 	 
	Signature 	 
	Terrance G. Owen, President & CEO 	 
	  	 
	  	 
	“Peter Chen” 	 
	Signature 	 
	Peter Chen, CFO 	 


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SCHEDULE “A”

THE PRODUCTS

ViralexTM (Scented and unscented)

	30 milliliter (Personal Protection Plus)
  
	480 milliliter sprayer bottles
  
	1 liter bottles
  
	4 liter jugs
  
	20 litre Sanipaks
  
	200 litre drums 


 

 

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SCHEDULE “B”

THE TERRITORY

For the purposes hereof, the Territory shall consist of the
following countries, in each case, as they are presently constituted:

Brunei 
Cambodia 
Indonesia 
Japan 
Laos

Malaysia 
Myanmar 
Philippines 
Singapore 
South Korea

Taiwan 
Thailand 
Vietnam

 

 

 

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SCHEDULE “C”

STANDARD RETURN POLICY

	1. 	
      The parties agree that during the term of this Agreement
      ALDA shall:

	 	 	 
		a. 	
      Warrant that the Products shall comply in all respects
      with the specifications as defined in the technical data sheets, and in
      the event that Products are found to not comply with the technical data
      sheets, will replace the Products with Products that do so
  comply;

	 	 	 
		b. 	
      Replace any of the Products at no cost that are found by
      ALDA or the Distributor to have an inherent defect and bear all costs
      related to the replacement of those Products. However, in the event of
      such a claim all the relevant product and usage details, as specified by
      ALDA, must be made available to ALDA. An investigational report will be
      submitted to the Distributor. Products will not be replaced if deemed by
      ALDA to be defective due to incorrect handling or usage.

	 	 	 
	2. 	
      Any of the Products which are to be returned to ALDA for
      replacement or credit, shall be shipped to ALDA at ALDA’s cost with
      fifteen days of receipt by the Distributor.



 

 

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