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






 

Letter of Agreement

October 26, 2004 

BETWEEN:

Fuzhou Xinmei Biotech Co. Ltd
(“FUZHOU”), 197 Hualin Road, Fuzhou, China 350002

AND:

ALDA Pharmaceuticals Corp. of 635
Columbia Street, New Westminster, BC V3M 1A7 CANADA (“ALDA”),

WHEREAS:

ALDA is the owner of proprietary
infection control technology, 
ALDA wants its products licensed and
distributed in China,
FUZHOU wants the exclusive right to license and
manufacture ALDA’S products in China and 
FUZHOU wants to distribute ALDA’S
products in the Chinese province of Fujian

The Parties agree as follows:

	1. 	
      FUZHOU hereby licenses the right from ALDA to manufacture
      ALDA’S products.

	2. 	
      ALDA will provide FUZHOU with all information that ALDA
      has at its disposal to assist with the registration of ALDA’S products in
      China.

	3. 	
      FUZHOU will be responsible for procuring all necessary
      government approvals for ALDA’S products within 6 months from the time all
      technical data to support the application is provided by ALDA.

	4. 	
      Monthly reports on the progress of the approvals will be
      provided to ALDA by FUZHOU.

	5. 	
      An extension may be requested by FUZHOU to procure all
      necessary government approvals and may not be unreasonably refused by ALDA
      for recurring periods of 60 days if:

		a. 	
      FUZHOU is employing its best efforts in obtaining the
      registration of the ALDA products in China and is providing monthly
      reports as required under the terms of Paragraph 4 or

		b. 	
      More time is required by ALDA Pharmaceuticals Corp. to
      obtain information required by FUZHOU under the terms of Paragraphs 2 and
      3.

	6. 	
      ALDA Pharmaceuticals Corp. will provide FUZHOU with the
      specifications required for FUZHOU to provide a manufacturing facility
      suitable for the manufacturing of ALDA’S products.

	7. 	
      FUZHOU will provide a fully equipped manufacturing
      facility according to the specifications provided by ALDA, to produce the
      ALDA products subject to Fuzhou employing its best efforts to obtain the
      space, materials and equipment specified by ALDA.

	8. 	
      FUZHOU will have the right to distribute ALDA’S products
      in the province of Fujian in China.

	9. 	
      FUZHOU will sell a minimum of 30,000 liters of
      ViralexTM or equivalent ALDA product in the province of Fujian
      in the first year after the registration required under the terms of
      Paragraphs 3, 4 and 5 is obtained.

	10. 	
      FUZHOU will have the right to apply to ALDA for
      distribution rights for ALDA’S products in other provinces of
  China.

	11. 	
      FUZHOU will be responsible for provincial registration of
      ALDA’S products in China, as required.



635 Columbia Street – New Westminster, BC V3M 1A7 Canada -
telephone [604] 521.8300 - facsimile [604] 521.8322 

  www.aldacorp.com








	12. 	
      If distribution rights are obtained in any new province
      by Fuzhou, the minimum sales levels in the first year after each new
      provincial registration is obtained will be 30,000 liters times the
      population of the province of Fujian divided by the population of the new
      province.

	13. 	
      ALDA, at ALDA’S discretion, will have the right to buy
      product from Fuzhou.

	14. 	
      At the request of ALDA and with the authorization of
      ALDA, FUZHOU agrees to direct ship ALDA’S products for ALDA, at ALDA’S
      expense, to anywhere in the world.

	15. 	
      FUZHOU will pay ALDA a 10% royalty, based on the gross
      revenues received by Fuzhou for all of ALDA’s products sold in
    China.

	16. 	
      During the first year that FUZHOU is distributing ALDA’S
      products in any province in China, FUZHOU and ALDA will determine the
      minimum sales to be made by FUZHOU for the next 5 years in that particular
      province, to take effect on the next occurring anniversary date of this
      agreement.

	17. 	
      In the event that there has been a breach of any
      provision of any agreement between ALDA and FUZHOU, either party reserves
      the right to terminate this Agreement at any time after thirty (30) days
      has elapsed from the date that written notice has been sent to the party
      in breach by the other party. The Agreement may also, at the option of
      either party, be terminated immediately if either party 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. A failure by either party to exercise any
      right hereunder shall not operate as a waiver of such right and all
      remedies contained herein shall be cumulative.

	18. 	
      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.

	19. 	
      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.

	20. 	
      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 a location as may be agreed to by both parties.

	21. 	
      FUZHOU agrees not to disclose or use, except as required
      in FUZHOU'S duties, at any time, any information disclosed to or acquired
      by FUZHOU during the term of this contract. FUZHOU agrees that all
      confidential information shall be deemed to be and shall be treated as a
      sole and exclusive property of ALDA.

	22. 	
      Any and all notices herein shall be in writing
      transmitted by Federal Express or other courier or facsimile.

	23. 	
      The Letter of Agreement may be signed by the authorized
      signatories of FUZHOU and ALDA 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



635 Columbia Street – New Westminster, BC V3M 1A7 Canada -
telephone [604] 521.8300 - facsimile [604] 521.8322 
www.aldacorp.com








		
      date as set out above. Original copies in as many
      counterparts as may be necessary shall follow by mail.

	24. 	
      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.



The terms above are accepted by:

ALDA PHARMACEUTICALS CORP.
Per:

	“Terrance G. Owen” 	 
	Terrance G. Owen, President & CEO 	 


AND

FUZHOU XINMEI BIOTECH CO. LTD. 
Per:

	“Sujian Ping” 	 	October 26, 2004 
	Sujian Ping, Authorized Signatory 	 	Date 


635 Columbia Street – New Westminster, BC V3M 1A7 Canada -
telephone [604] 521.8300 - facsimile [604] 521.8322 
www.aldacorp.com