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






DUFT BIOTECH CAPITAL LTD. 

Stock Option Incentive Plan

1.       
 PURPOSE

The purpose of this Stock Option Incentive Plan is to provide
an incentive to Eligible Persons to acquire a proprietary interest in the
Company, to continue their participation in the affairs of the Company and to
increase their efforts on behalf of the Company.

2.         
DEFINITIONS

In this Plan, the following words have the following
meanings:

	(a) 	 “Board” means the
        Board of Directors of the Company; 

	  	 	  

	(b) 	 “Common Shares” means
        the Common Shares of the Company; 

	  	 	  

	(c) 	 “Company” means Duft
        Biotech Capital Ltd.; 

	  	 	  

	(d) 	 “Effective Date” means
        the day following the date upon which the Plan has been approved by the
        last to approve of the shareholders of the Company, the Board and the
        TSX Venture 

	  	 	  

	(e) 	 “Eligible Person”
        means any director, senior officer, employee or consultant of the Company
        or any affiliate of the Company; 

	  	 	  

	(f) 	 “Exchange” means the
        TSX Venture Exchange and any other stock exchange or stock quotation system
        on which the Common Shares trade; 

	  	 	  

	(g) 	 “Fair Market Value”
        means, as of any date, the value of the Common Shares, determined as 

	  		  

		(i) 	 if the Common Shares are listed on the TSX
        Venture Exchange, the Fair Market Value shall be the last closing sales
        price for such shares as quoted on such Exchange for the market trading
        day immediately prior to the date of grant of the Option, less any discount
        permitted by the TSX Venture Exchange; 

	  	 	  

		(ii) 	 if the Common Shares are listed on an Exchange
        other than the TSX Venture Exchange, the fair market value shall be the
        closing sales price of such shares (or the closing bid, if no sales were
        reported) as quoted on such Exchange for the market trading day immediately
        prior to the time of determination less any discount permitted by such
        Exchange; and 

	  	 	  

		(iii) 	 if the Common Shares are not listed on an
        Exchange, the Fair Market Value shall be determined in good faith by the
        Board; 

		 	  

	(h) 	 “Investor Relations Activities”
        has the meaning set out in the policies of the TSX Venture 








2

	(i) 	
      “Option” means the option granted to an Optionee under
      this Plan and the Option Agreement;

	 	 
	(j) 	
      “Option Agreement” means such option agreement or
      agreements as is approved from time to time by the Board and as is not
      inconsistent with the terms of this Plan;

	 	 
	(k) 	
      “Option Date” means the date of grant of an Option to an
      Optionee;

	 	 
	(l) 	
      “Optionee” means a person to whom an Option has been
      granted;

	 	 
	(m) 	
      “Option Price” is the price at which the Optionee is
      entitled pursuant to the Plan and the Option Agreement to acquire Option
      Shares;

	 	 
	(n) 	
      “Option Shares” means, subject to the provisions of
      Article 8 of this Plan, the Common Shares which the Optionee is entitled
      to acquire pursuant to this Plan and the applicable Option Agreement;
      and

	 	 
	(o) 	
      “Plan” means this 2003 Stock Option Incentive
  Plan.



3.          ADMINISTRATION

The Plan shall be administered by the Board, and subject to the
rules of the Exchange from time to time and except as provided for herein, the
Board shall have full authority to:

	(a) 	 determine and designate from time to time those Eligible
        Persons to whom Options are to be granted and the number of Option Shares
        to be optioned to each such Eligible Person;

	 	 
	(b) 	 determine the time or times when, and the manner in
        which, each Option shall be exercisable and the duration of the exercise
        period;

	 	 
	(c) 	 determine from time to time the Option Price, provided
        such determination is not inconsistent with this Plan; and

	 	 
	(d) 	 interpret the Plan and to make such rules and regulations
        and establish such procedures as it deems appropriate for the administration
        of the Plan, taking into consideration the recommendations of management.



4.          OPTIONEES

Optionees must be Eligible Persons who, by the nature of their
jobs or their participation in the affairs of the Company, in the opinion of the
Board, are in a position to contribute to the success of the Company.

5.          EFFECTIVENESS
AND TERMINATION OF PLAN

The Plan shall be effective as of the Effective Date and shall
terminate on the earlier of:

	(a)	
      the date which is ten years from the Effective Date;
      and

	 	 
	(b) 	
      such earlier date as the Board may
  determine.







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Any Option outstanding under the Plan at the time of
termination of the Plan shall remain in effect in accordance with the terms and
conditions of the Plan and the Option Agreement.

6.          THE
OPTION SHARES

The aggregate number of Option Shares reserved for issuance
under the Plan and Common Shares reserved for issuance under any other share
compensation arrangement granted or made available by the Company from time to
time may not exceed in aggregate 10% of the Company’s Common Shares issued and
outstanding at the time of grant.

7.          GRANTS,
TERMS AND CONDITIONS OF OPTIONS

Options may be granted by the Board at any time and from time
to time prior to the termination of the Plan. Options granted pursuant to the
Plan shall be contained in an Option Agreement and, except as hereinafter
provided, shall be subject to the following terms and conditions:

	(a) 	
      Option Price

	 	 
		
      The Option Price shall be determined by the Board,
      provided that such price shall not be lower than the Fair Market Value of
      the Option Shares on the date of grant of the Option.

	 	 
	(b) 	
      Duration and Exercise of Options

	 	 
		
      Except as otherwise provided elsewhere in this Plan, the
      Options shall be exercisable for a period to be determined in each
      instance by the Board, not exceeding ten years from the Option Date,
      provided that so long as the Company is classified as a “Tier 2” issuer by
      the TSX Venture Exchange, the Options shall be exercisable for a period
      not exceeding five years from the Option Date. The Options must be
      exercised in accordance with this Plan and the Option Agreement.

	 	 
		
      Except as contemplated in (c) below, no Option may be
      exercised by an Optionee who was an Eligible Person at the time of grant
      of such Option unless the Optionee shall have been an Eligible Person
      continuously since the Option Date. Absence on leave, with the approval of
      the Company, shall not be considered an interruption of employment for the
      purpose of the Plan.

	 	 
	(c) 	
      Termination

	 	 
		
      All rights to exercise Options shall terminate upon the
      earliest of:




	 	(i)	
      the expiration date of the Option;

	 	 	 
	 	(ii) 	
      the 30th day [if Tier 2, must be within 90
      days] after the Optionee ceases to be an Eligible Person for any
      reason other than death, disability or cause;

	 	 	 
	 	(iii) 	
      the 30th day after the Optionee who is engaged
      in Investor Relations Activities for the Company ceases to be employed to
      provide Investor Relations Activities;

	 	 	 
	 	(iv) 	
      the date on which the Optionee ceases to be an Eligible
      Person by reason or termination of the Optionee as an employee or
      consultant of the Company for







4

	 		
      cause (which, in the case of a consultant, includes any
      breach of an agreement between the Company and the consultant);

	 	 	 
	 	(v) 	
      the first anniversary of the date on which the Optionee
      ceases to be an Eligible Person by reason of termination of the Optionee
      as an employee or consultant on account of disability; or

	 	 	 
	 	(vi) 	
      the first anniversary of the date of death of the
      Optionee. (d)



Transferability of Option

Options are non-transferable and non-assignable. (e)

Other Terms and Conditions

The Option Agreement may contain such other provisions as the
Board deems appropriate, provided such provisions are not inconsistent with the
Plan and the requirements of the TSX Venture Exchange.

In addition, for as long as the Common Shares of the Company
are listed on the TSX Venture Exchange, the Company shall comply with the
following requirements:

	 	(i) 	
      so long as the Company is classified as a “Tier 2” issuer
      by the TSX Venture Exchange, Options to acquire more than 5% of the issued
      and outstanding Common Shares of the Company may not be granted to any one
      individual in any 12 month period;

	 	 	 
	 	(ii)	
      Options to acquire more than 2% of the issued and
      outstanding Common Shares of the Company may not be granted to any one
      consultant in any 12 month period;

	 	 	 
	 	(iii)	
      Options to acquire more than an aggregate of 2% of the
      issued and outstanding Common Shares of the Company may not be granted to
      an employee conducting Investor Relations Activities in any 12 month
      period;

	 	 	 
	 	(iv) 	
      the approval of the disinterested shareholders of the
      Company shall be obtained for any amendment to or reduction in the
      exercise price of the Option if the Optionee is an insider of the Company
      at the time of the amendment. For the purposes of this subsection, the
      term “insider” has the meaning assigned in the Securities Act
      (British Columbia); and

	 	 	 
	 	(v) 	
      for Options granted to the employees, consultants or
      management company employees of the Company, the Company will represent
      that the Optionee is a bona fide employee, consultant or management
      company employee of the Company, as the case may
be.







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8.         
ADJUSTMENT OF AND CHANGES IN THE OPTION SHARES

	(a) 	
      If the Option Shares are at any time to be listed on any
      stock exchange or quoted on any stock exchange or stock quotation system
      other than the TSX Venture Exchange, to the extent that there are any
      Options which are outstanding and unexercised at the time of such
      application for listing, the Option Price, the aggregate number of Option
      Shares, the exercise period, and any other relevant terms of such Options,
      and the Option Agreements in relation thereto, shall be amended in
      accordance with the requirements of any applicable securities regulation
      or law or any applicable governmental or regulatory body (including the
      Exchange). Subject to the requirements of the Exchange, any such amendment
      shall be effective upon receipt of Board approval of it, and the approval
      of any of the shareholders of the Company or any of the Optionees is not
      required to give effect to such amendment. 










	  	
       

	(b) 	
      If the Option Shares, as presently constituted, are
      changed into or exchanged for a different number or kind of shares or
      other securities of the Company or of another Company (whether by reason
      of merger, consolidation, amalgamation, recapitalization,
      reclassification, split, reverse split, combination of shares, or
      otherwise) or if the number of such Option Shares are increased through
      the payment of a stock dividend, then there shall be substituted for or
      added to each Option Share subject to or which may become subject to an
      Option under this Plan, the number and kind of shares or other securities
      into which each outstanding Option Share is so changed, or for which each
      such Option Share is exchanged, or to which each such Option Share is
      entitled, as the case may be. Outstanding Options under the Option
      Agreements shall also be appropriately amended as to price and other terms
      as may be necessary to reflect the foregoing events. In the event that
      there is any other change in the number or kind of the outstanding Option
      Shares or of any shares or other securities into which such Option Shares
      are changed, or for which they have been exchanged, then, if the Board
      shall, in its sole discretion, determine that such change equitably
      requires an adjustment in any Option theretofore granted or which may be
      granted under the Plan, such adjustment shall be made in accordance with
      such determination. 
















	  	
       

	(c) 	
      Fractional shares resulting from any adjustment in
      Options pursuant to this Section 8 will be cancelled. Notice of any
      adjustment shall be given by the Company to each holder of an Option which
      has been so adjusted and such adjustment (whether or not such notice is
      given) shall be effective and binding for all purposes of the Plan.
  






9.         
PAYMENT

Subject as hereinafter provided, the full purchase price for
each of the Option Shares shall be paid by certified cheque in favour of the
Company upon exercise thereof. An Optionee shall have none of the rights of a
shareholder in respect of the Option Shares until the shares are issued to such
Optionee.




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10.         SECURITIES
LAW REQUIREMENTS

No Option shall be exercisable in whole or in part, nor shall
the Company be obligated to issue any Option Shares pursuant to the exercise of
any such Option, if such exercise and issuance would, in the opinion of counsel
for the Company, constitute a breach of any applicable laws from time to time,
or the rules from time to time of the Exchange. Each Option shall be subject to
the further requirement that if at any time the Board determines that the
listing or qualification of the Option Shares under any securities legislation
or other applicable law, or the consent or approval of any governmental or other
regulatory body (including the Exchange), is necessary as a condition of, or in
connection with, the issue of the Option Shares hereunder, such Option may not
be exercised in whole or in part unless such listing, qualification, consent or
approval has been effected or obtained free of any conditions not acceptable to
the Board.

11.          AMENDMENT
OF THE PLAN

	(a) 	
      The Board may amend, suspend or terminate the Plan or any
      portion thereof at any time, but an amendment may not be made without
      shareholder approval if such approval is necessary to comply any
      applicable regulatory requirement.




	(b) 	
      The Board shall have the power, in the event
of:

	 	 	 
		(i) 	
      any disposition of substantially all of the assets of the
      Company, dissolution or any merger, amalgamation or consolidation of the
      Company, with or into any other Company, or the merger, amalgamation or
      consolidation of any other Company with or into the Company; or

	 	 	 
		
      (ii)
	 any acquisition pursuant to a public tender offer
      of a majority of the then issued and outstanding Common Shares;
	 	 	 
		
      but subject to compliance with the rules of the Exchange,
      to amend any outstanding Options to permit the exercise of all such
      Options prior to the effectiveness of any such transaction, and to
      terminate such Options as of such effectiveness in the case of
      transactions referred to in subsection (i) above, and as of the
      effectiveness of such tender offer or such later date as the Board may
      determine in the case of any transaction described in subsection (ii)
      above. If the Board exercises such power, all Options then outstanding and
      subject to such requirements shall be deemed to have been amended to
      permit the exercise thereof in whole or in part by the Optionee at any
      time or from time to time as determined by the Board prior to the
      effectiveness of such transaction, and such Options shall also be deemed
      to have terminated as provided above.



12.          SHAREHOLDER
APPROVAL

This Plan is subject to the approval of the shareholders of the
Company yearly at each annual general meeting of the Company. Any Options
granted prior to such approval are conditional upon such approval being given,
and no such Options may be exercised unless and until such approval is
given.

Shareholder approval received at the meeting held June 20,
2003; TSX Venture Exchange approval received November 14, 2003.