EXHIBIT 10.4 STRATEGIC ALLIANCE AGREEMENT

Strategic Alliance Agreement

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EUGENE SCIENCE INC.

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Title: EXHIBIT 10.4 STRATEGIC ALLIANCE AGREEMENT
Governing Law: Illinois Date: 10/6/2005

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EXHIBIT 10.4

STRATEGIC ALLIANCE AGREEMENT

THIS AGREEMENT is made as of the 8th day of April, 2004 (the "Effective

Date"), by and between ARCHER-DANIELS-MIDLAND COMPANY, a Delaware corporation

("ADM"), and EUGENE SCIENCE INC., a Korean corporation ("EUGENE").

WITNESSETH

WHEREAS, ADM is engaged in the business of procuring and processing

fatty acid distillate ("Distillate") into, among other things, products

containing sterols and steryl esters using multiple technologies, and marketing

those products worldwide; and

WHEREAS, EUGENE is engaged in the business of producing and marketing

products containing sterols and steryl esters utilizing EUGENE proprietary

technology (the "EUGENE Products"); and

WHEREAS, the parties desire to enter into a strategic alliance

involving the procurement of Distillate, the procurement and sale of sterols and

the sale and distribution of EUGENE Products, all pursuant to the terms and

conditions set forth herein.

NOW, THEREFORE, in consideration of the premises and the mutual

covenants contained herein, it is agreed as follows:

1. Term

(a) The term of this Agreement commence on the Effective Date, and

shall continue for an initial term of five (5) years from the date ADM commences

offering one or more EUGENE Products for commercial sale unless earlier

terminated as hereinafter provided. After the initial term, this Agreement shall

be automatically renewed for successive one (1) year periods unless and until

terminated as hereinafter provided. The initial term and each of the successive

renewal terms, if any, are hereinafter referred to as the "Term".

(b) Notwithstanding anything to the contrary, either party may

terminate this Agreement, without liability, at the end of the initial term or

any renewal term by providing the other party with at least ninety (90) days

advance written notice prior to the end of such term.

in addition to all other rights and remedies available to it, either party shall

have the right to cancel and terminate this Agreement immediately by written

notice to the other party:

(i) The failure of the other party to perform or comply

with any one or more of any of the terms or

conditions of this Agreement and the failure to cure

such failure within thirty (30) days from receiving

written notice of such failure;

(ii) The insolvency of the other party; or the assignment

by the other parry for the benefit of creditors; or

the filing of a voluntary or involuntary bankruptcy,

judicial liquidation, or reorganization petition by

or against the other party; or the appointment of a

receiver, liquidator or judicial administrator, or a

trustee for either party, of any part or interest of

its business; or the failure of either party to

vacate, set

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aside or have dismissed any insolvency proceeding

under any law governing, or in effect for, the

Territory, within sixty (60) days from the date of

the commencement of any such proceeding; or the

dissolution of the entity of the other party for any

cause whatsoever; or the suspension of check/note

clearance privilege;

(iii) The failure to commence the sales of EUGENE Products

to any customers in the Territory within one year

after obtaining final regulatory approval to market

the EUGENE Products.

2. RIGHTS AND OBLIGATIONS UPON TERMINATION

(a) Neither party shall be liable for compensation or

consequential damages of any kind, whether on account of the loss of present or

prospective profits, or anticipated sales, expenditures, investments, or

commitments made in connection with-this Agreement.

(b) The parties shall abide by and uphold any rights or

obligations accrued or existing on the date of such termination.

termination of this Agreement, ADM shall have the right to sell its inventories

of EUGENE Products through its regular channels of distribution and upon terms

consistent with those offered before expiration or termination.

3. PROCUREMENT OF DISTILLATE Subject to the terms and conditions

set forth in this Agreement, ADM shall and hereby does appoint EUGENE as its

exclusive agent to purchase Distillate from vegetable oil refining in. Korea. As

needed in ADM's discretion. ADM shall inform EUGENE of the price,

specifications, terms and conditions upon which ADM is willing to purchase

Distillate. EUGENE shall use commercially reasonable efforts and diligence to

purchase Distillate at or below the price requested by ADM, conforming with the

specifications, terms and conditions requested by ADM. To the extent EUGENE is

able to source such Distillate, EUGENE shall procure such Distillate for

EUGENE's account. EUGENE shall then sell such Distillate to ADM at the price

requested by ADM, conforming with the specifications, terms and conditions

requested by ADM. To the extent EUGENE is able to procure the Distillate at a

price lower than requested by ADM, EUGENE shall retain such margin for its

account. In addition, the parties may mutually agree upon a commission payable

from ADM. to EUGENE for procuring Distillate pursuant to this section ADM will

remit payment to EUGENE by wire transfer of irrevocable funds within one (1)

business day of receiving the faxed documents outlined in ADM's request, which

will include, but is not necessarily limited to, bill of lading, invoice, kosher

certificate and wash certificates. ADM shall reserve for EUGENE the

equivalent-quantity of sterols (finished product basis) in the Distillate that

EUGENE procured for ADM for sale to EUGENE pursuant to Section 4 below.

4. STEROL SUPPLY For EUGENE Products sold in North America and

Europe, EUGENE shall purchase all of its requirements for sterols from ADM, The

contract with respect to any such sale shall consist of this Agreement, plus

EUGENE'S purchase order, and ADM'S sales confirmation and/or invoice; however,

any provisions in EUGENE'S purchase order or ADM'S sales confirmation and/or

invoice that are inconsistent with the provisions of this Agreement shall be of

no force or effect. The terms and conditions shall include those set forth

below:

(a) PRICE The price for sterols sold hereunder shall be ADM's

weighted average resale price of sterols and sterol steryl esters (on a pure

sterol basis deducting processing costs of intersterification) for food

applications and pharmaceutical applications (the "ADM's Weighted Average Sterol

Price"). The price shall be set at the commencement of the Term using ADM's

Weighted Average

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Sterol Price for the immediately preceding six-month period, and shall be

adjusted each six months based upon ADM's Weighted Average Sterol Price for the

immediately preceding six month period.

(b) LIMITATIONS The sterols sold hereunder are for EUGENE's

internal use for the production of EUGENE Products, and are not for resale. To

the extent EUGENE requires sterols for resale to third parties in Korea, Eugene

would purchase all of its requirements from ADM upon the terms and conditions

set forth herein, except for the price, which is to be mutually agreed.

hereunder in excess of the amounts reserved for EUGENE pursuant to Section 3

above, and ADM is unable to supply such quantities, EUGENE may purchase such

sterols from a third party.

(d) DELIVERY The product shall be sold CIF Busan. All

interpretation of the delivery terms shall be in accordance with the Incoterms,

latest edition.

(e) PAYMENT ADM shall invoice EUGENE for sterols purchased, and

EUGENE shall make payment within 45 days of shipment.

(f) ORDERS EUGENE shall place all orders in writing for sterols at

least 30 days prior to the date of shipment. Orders shall set out the quantity

of product desired, any special instructions and the requested date product

should be available. EUGENE shall order sterols in approximately equal amounts

each month during the Term.

(g) WEIGHTS ADM's weights shall govern settlement; provided,

however, if any substantial discrepancy with EUGENE's weights exists, the

parties shall attempt in good faith to resolve the same.

(h) WARRANTIES; INDEMNIFICATION ADM warrants that the sterols

shall conform to the specifications set forth in Schedule A, attached hereto.

EXCEPT AS SET FORTH IN THIS PARAGRAPH, SELLER MAKES NO WARRANTIES, WHETHER

EXPRESS OR IMPLIED. THE IMPLIED WARRANTIES OF MERCHANTABILITY, IMPLIED WARRANTY

OF FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT ARE HEREBY DISCLAIMED.

IN NO EVENT WHATSOEVER SHALL EITHER PARTY SHALL BE LIABLE FOR ANY CONSEQUENTIAL,

SPECIAL OR INCIDENTAL DAMAGES UNDER ANY TORT, CONTRACT, STRICT LIABILITY OR

OTHER LEGAL OR EQUITABLE THEORY, EVEN IF SAID PARTY HAS BEEN ADVISED OF THE

POSSIBILITY OF OR COULD HAVE FORESEEN SUCH DAMAGES.

5. DISTRIBUTION OF EUGENE PRODUCTS Subject to the terms and

conditions set forth in this Agreement, EUGENE shall and hereby does appoint ADM

as the exclusive distributor of the EUGENE Products for shipment and sale to

customers in North America and Europe (the "Territory"). ADM shall and hereby

does accept such appointment. The terms of such appointment are as follows:

(a) PRE-COMMERCIALIZATION ADM shall use commercially reasonable

efforts and diligence to proceed with the regulatory approval, promotion,

marketing and sale of the EUGENE Products in the Territory. As part of such

efforts, ADM shall pursue regulatory approval and conduct a review of

intellectual property rights in the Territory. These expenses ADM incurs and

other expenses ADM incurs related to preparing for the commercial sale of the

EUGENE Products in the Territory, and that are pre-approved by EUGENE, such

approval not to be unreasonably withheld, shall be defined as

"Pre-Commercialization Expenses." As further set forth below, EUGENE shall

reimburse ADM for one-half of the Pre-Commercialization Expenses. In the event,

ADM has not been reimbursed for one-half of the Pre-

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Commercialization Expense pursuant to the method set forth below, then EUGENE

shall promptly remit such unpaid amounts, including accrued interest, to ADM

unless the parties mutually agree to extend the period of repayment.

(b) PURCHASE OF PRODUCTS From time to time during the Term, ADM

may place purchase orders with EUGENE for the purchase of the EUGENE Products,

and to the extent EUGENE has EUGENE Products available or capacity to produce.

EUGENE Products available, EUGENE shall accept such purchase orders. EUGENE

shall produce the EUGENE Products at its production facility in Korea. The

contract with respect to any such sale shall consist of this Agreement, plus

ADM'S purchase order, and EUGENE'S sales confirmation and/or invoice; however,

any provisions in ADM'S purchase order or EUGENE'S sales confirmation and/or

invoice that are inconsistent with the provisions of this Agreement shall be of

no force or effect. The terms and conditions of such purchase and sale shall

include those set forth below:

(i) Price The price for EUGENE Products sold hereunder

shall be (y) 115% of EUGENE's cost of manufacture

calculated in accordance with Generally Accepted

Accounting Principles, as have been consistently

applied by EUGENE (the 'Transfer Price"), plus (z)

50% of ADM's net margin from the resale of EUGENE

Products less an amount described below for EUGENE's

one-half share of the Pre-Commercialization Expenses

(the "Bonus Price"). For purposes of this paragraph,

EUGENE's cost of manufacture shall only include

actual costs incurred by EUGENE for raw materials,

labor, depreciation of production facility, utilities

and overhead necessary for the production. For

purposes of this paragraph, ADM's net margin shall be

calculated by subtracting from ADM's gross margin any

expenses, including rebates, returns, commissions and

license fees payable to any third parties, but not

including any Pre-Commercialization Expenses. For

purposes of this paragraph, ADM's gross margin shall

equal the sales received from ADM's sale of EUGENE

Products less the Transfer Price, less freight, taxes

and duties. The amount to be deducted for EUGENE'S

one-half share of the Pre-Commercialization Expenses

shall be calculated by amortizing-one-half of the

Pre-Commercialization Expenses over a period of three

(3) years, accruing interest per annum at an interest

rate equal to the Prime Rate, as published in THE

WALL STREET JOURNAL, plus 3%, such rate to be

adjusted semi-annually.

(ii) DELIVERY The product shall be sold CIF US port or

European port to be mutually agreed. All

interpretation of the delivery terms shall be in

accordance with the Incoterms, latest edition.

(iii) PAYMENT EUGENE shall invoice ADM for the EUGENE

Products purchased, and ADM shall make payment within

45 days of shipment.

(iv) ORDERS ADM shall place all orders in writing for

sterols at least 60 days prior to the date of

shipment. Orders shall set out the quantity of

product desired, any special instructions and the

requested date product should be available.

(v) WEIGHTS EUGENE'S weights shall govern settlement;

provided, however, if any substantial discrepancy

with ADM's weights exists, the parties shall attempt

in good faith to resolve the same.

(vi) WARRANTIES; INDEMNIFICATION EUGENE warrants that the

EUGENE Products shall conform to the specifications

set forth in Schedule B, attached hereto. EXCEPT AS

SET FORTH IN THIS PARAGRAPH, SELLER MAKES NO

WARRANTIES, WHETHER EXPRESS OR IMPLIED. THE IMPLIED

WARRANTIES OF MERCHANTABILITY

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IMPLIED WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE

AND NON-INFRINGEMENT ARE HEREBY DISCLAIMED. IN NO

EVENT WHATSOEVER SHALL EITHER PARTY SHALL BE LIABLE

FOR ANY CONSEQUENTIAL, SPECIAL OR INCIDENTALDAMAGES

UNDER ANY TORT, CONTRACT, STRICT LIABILITY OR OTHER

LEGAL OR EQUITABLE THEORY, EVEN IF SAID PARTY HAS

BEEN ADVISED OF THE POSSIBILITY OF OR COULD HAVE

FORESEEN SUCH DAMAGES.

tradenames, trademarks or get-up of EUGENE in connection with the sale of the

EUGENE Products.

6. LICENSE TO EUGENE TECHNOLOGY In the event EUGENE is unable to

supply the volume of EUGENE Products required by ADM for distribution in the

Territory from its facility in Korea, upon request by ADM. EUGENE shall be

deemed to have granted to ADM a license on the terms and conditions set forth

below:

(a) LICENSE GRANT For the Term, and subject to the terms and

conditions hereof, EUGENE hereby grants to ADM (i) a sole and exclusive right

and license, with the right to assign and sublicense, to the EUGENE Technology

and Licensed Patents to manufacture, have manufactured on its behalf, import,

use, sell and offer to sell EUGENE Products in the Territory. EUGENE shall not

grant other licenses under the EUGENE Technology or the Licensed Patents in the

Territory. Further, EUGENE does not retain any rights under the EUGENE

Technology and the Licensed Patents to manufacture, have manufactured, use,

sell, offer for sale or import Eugene Products in the Territory.

(b) TECHNOLOgY TRANSFER EUGENE shall furnish to ADM copies of

EUGENE'S plans, drawings, schematics, manuals and other drawings related to the

manufacture of EUGENE Products utilizing the EUGENE Technology and Licensed

Patents. EUGENE shall further provide support and assistance to ADM as may be

reasonably requested to transfer the EUGENE Technology to ADM for purposes of

the license granted above.

granted to ADM by EUGENE under the License, ADM shall pay EUGENE a running

royalty ("Running Royalty") in United States dollars for each calendar quarter

equal to a percentage of Net Sales between 8% and 12%, the exact percentage to

be based upon the net sales price in a manner to be mutually agreed by the

parties. Running Royalties shall be paid by ADM to EUGENE within forty-five (45)

days after the close of the calendar quarter.

(d) ENFORCEMENT ADM if it so desires, shall have the right to

institute and prosecute any infringement action for the infringement of the

EUGENE Technology and/or Licensed Patents against any third party at ADM's own

expense. In such event, and, in the event that such suit results in a favorable

determination for ADM, ADM shall be entitled to keep any and all monies received

from such third party infringer for infringement of the EUGENE Technology and/or

Licensed Patents regardless of whether such monies are obtained by way of

judgment or by way of settlement. In any such infringement action brought by

ADM, EUGENE shall at ADM's request and subject to reimbursement by ADM for

EUGENE's reasonable out-of-pocket expense and management costs, cooperate with

ADM in all respec