Exhibit 10.53


 


April 1, 2004


 


 


Daryl Yurek


Bolder
Venture Partners, LLC


4085
Guadeloupe Street Boulder, CO 80301


 


W. Terrance Schreier


Transition Partners Ltd.


1942 Broadway, Suite 303


Boulder, CO 80302


 


Re:                               Debt Restructuring


 


Dear Daryl and Terry:


 


This letter confirms that Polar
Molecular Corporation (“Polar” or the “Company”) wishes to engage your two
firms to seek a restructuring of certain of the past due indebtedness of the
Company. As you know, we have identified a number of creditors of the former Murdock
Communications Corporation to whom the Company has or may have obligations
incurred prior to the transaction by which Polar was merged with Murdock and
became its successor. The Company wishes to discharge this indebtedness in
order to improve its financial condition as reflected on its balance sheet. The
Company hopes that this can be accomplished by issuing shares of its Common
Stock, valued at its then current market value as may be reasonably agreed, in
lieu of paying cash for certain of the indebtedness or by obtaining an
agreement with the creditor to compromise the indebtedness by prompt payment in
cash. The Company proposes to compensate you for your successful negotiation of
such restructuring arrangements by the payment to you of a portion of the
savings that the Company realizes from discharging the indebtedness at less
than its face amount. The terms of this arrangement shall be as follows:


 


1. The Company will furnish to you a
list of the creditors whose claims it wishes to discharge, settle or
restructure, showing the amounts of the indebtedness actually due, to the
Company’s best knowledge. Such list will also contain such information as the
Company presently has as to how the creditor may best be contacted.


 


2. You will contact these creditors
and obtain such offers of settlement of their claims as you consider
appropriate. It would be desirable when possible, to obtain offers in the
alternative, i.e. a cash settlement or a payment in stock at the current market
value. You will immediately communicate all offers to the Company. The Company
shall have complete discretion as to whether to accept an offer and, where more
than one offer is obtained, which offer to accept.


 


3. As compensation for your successful negotiation of such
settlements, the Company will pay you one-half of the difference between the
amount of the indebtedness that has been discharged, as reflected on the schedule that
the Company provides to you, and the value actually paid to the creditor to
obtain such settlement, whether paid in cash or in stock. Your compensation
will be paid to you in shares of the Company’s Common Stock. When shares of
stock are issued to you as compensation for your services, the Company’s Common
Stock shall be valued at $.l0 per share, the price at which shares are
presently being sold in the Company’s private placement.


 





















 


4.                                     Payment of the compensation
to you shall be made in such manner as the two of you jointly instruct the
Company.


 


The provisions of this agreement shall apply to offers
received from creditors no later than                       ,
2004, which are accepted by the Company, on the terms of the original offer or,
otherwise, as may be negotiated.


 


If the foregoing correctly sets forth our agreement with
respect to your assistance to the Company and the debt restructuring activities
described above, please sign and return the letter to me.


 


	
   

  	
  Very truly yours,

  
	
   

  	
  /s/ Mark Nelson

  	
   

  
	
   

  	
  Mark Nelson, President

  
	
   

  	
   

  
	
  ACCEPTED:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  BOLDER VENTURE PARTNERS LLC

  	
   

  
	
  /s/ Daryl Yurek

  	
   

  	
   

  
	
  Daryl Yurek

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  TRANSITION PARTNERS

  	
   

  
	
  /s/ W. Terrence Schreier

  	
   

  	
   

  
	
  W. Terrence Schreier